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Item 8. Financial Statements and Supplementary Data

2023-02-23 compared with 2022-02-24 · 452 added, 499 removed, 991 unchanged (49% of the section changed)

6 unchanged sentences

We have audited the accompanying consolidated balance sheets of Gaming and Leisure Properties, Inc.

and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Lease Classification - Lease Term - See Note 14 to the financial statements

Lease Classification - Lease Term - See Note 12 to the Consolidated Financial Statements

Critical Audit Matter Description

The Company performs a lease classification test upon the entry into any new tenant lease or lease modification to determine if the Company will account for the lease as an operating, sales-type lease, or direct financing lease.

The Company performs a lease classification test upon the entry into any new tenant lease or lease modification to determine if the lease will be accounted for as an operating, sales-type lease, or direct financing lease.

The accounting guidance under ASC 842 is complex and requires the use of judgments and assumptions by management to determine the proper accounting treatment of a lease.

The lease classification tests, and the resulting calculations require subjective judgments, such as determining the likelihood a tenant will exercise all renewal options, in order to determine the lease term.

A slight change in estimate or judgment can result in a material difference in the financial statement presentation.

A slight change in an estimate or judgment can result in a material difference in the financial statement presentation.

Given the significant judgments made by management to determine the expected lease term, we performed audit procedures to assess the reasonableness of such judgments, which required a high degree of auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the judgments surrounding the determination of lease term for any new or modified lease included the following, among others:

Our audit procedures related to the judgments surrounding the determination of the lease term for any new or modified lease included the following, among others:

• We tested the effectiveness of the controls over management’s assessment of the likelihood a tenant would exercise all renewal options.

• We evaluated the significant judgments made by management to determine the expected lease term by:

◦ Evaluating the significance of the leased assets to the tenant’s operations by examining available information including tenant’s financial statements if available.

◦ Assessing the significance of the leased assets to the tenant’s operations by examining available information, including the tenant’s financial statements, if available.

◦ Evaluating the Company’s historical pattern of tenant lease modifications by examining both confirming and contradictory evidence.

◦ Obtaining lease agreements to examine material lease provisions considered by management in their analysis.

Current Expected Credit Loss (“Expected Loss”) – Refer to Notes 2 and 8 to the financial statements

Allowance for Credit Losses – Refer to Notes 2 and 7 to the Consolidated Financial Statements

Critical Audit Matter Description

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A CECL allowance is recorded based on the expected loss rate multiplied by the outstanding investment in lease balance.

Expected losses within the Company’s cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of the Company’s Investment in lease, financing receivable.

Expected losses within the Company’s cash flows are determined by estimating the probability of default ("PD") and loss given default ("LGD") of the Company’s Investment in leases - financing receivables, net.

The PD and LGD are estimated during the initial term of the lease.

The PD and LGD estimates for the lease term were developed using current financial condition forecasts.

The PD and LGD predictive model uses the average historical default rates and historical loss rates, respectively, dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's financing receivable.

The Company will monitor the credit risk related to its financing receivable by obtaining the rent coverage ratios on a periodic basis.

The Company monitors the credit risk related to its financing receivables by obtaining the rent coverage ratios on a periodic basis.

The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.

The determination of the Company’s CECL allowance, including the forward looking economic forecasts, represents a critical audit matter due to the level of subjectivity and judgement involved.

The determination of the Company’s CECL allowance, including the forward looking economic forecasts, represents a critical audit matter due to the significant level of subjectivity and judgement required by management to estimate the allowance for credit losses.

Auditing management’s allowance for credit losses requires a high degree of auditor judgment and increased extent of effort including the need to involve our credit specialist.

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Investment in leases, financing receivables, net 1,903,195 1,201,670

Property and equipment, used in operations, net 12,977 80,618

Assets held for sale — 77,728

Real estate of Tropicana Las Vegas, net — 304,831

Right-of-use assets and land rights, net 834,067 851,819

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Total assets $ 10,930,386 $ 10,690,449

Accounts payable $ 779 $ 375

Dividend payable and accrued expenses 62,764 398

Accounts payable, dividend payable and accrued expenses $ 6,561 $ 63,543

Accrued interest 82,297 71,810

Accrued salaries and wages 6,742 6,798

Gaming, property, and other taxes 502 146

Income taxes payable 5,166 —

Operating lease liabilities 181,965 183,945

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Deferred rental revenue 324,774 329,068

Deferred tax liabilities — 359

Other liabilities 27,691 39,464

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Total equity attributable to Gaming and Leisure Properties 3,777,958 3,185,013

Noncontrolling interests in GLPI's Operating Partnership ( 4,348,774 units and no units outstanding at December 31, 2021 and December 31, 2020, respectively

Non-controlling interests in GLPI's Operating Partnership ( 7,366,683 units and 4,348,774 units outstanding at December 31, 2022 and December 31, 2021, respectively

340,138 205,127

Total equity 4,118,096 3,390,140

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Rental income $ 1,173,376 $ 1,106,658 $ 1,031,036

Income from investment in leases, financing receivables 138,309 — —

Interest income from real estate loans — — 19,130

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General and administrative 51,319 61,245 68,572

(Gains) losses from dispositions ( 21,751 ) ( 41,393 ) 92

Gains from dispositions ( 67,481 ) ( 21,751 ) ( 41,393 )

Impairment charge on land 3,298 — —

Depreciation 238,688 236,434 230,973

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Net income $ 703,285 $ 534,086 $ 505,711

Net income attributable to noncontrolling interest in the Operating Partnership ( 39 ) — —

Net income attributable to non-controlling interest in the Operating Partnership ( 18,632 ) ( 39 ) —

Net income attributable to common shareholders $ 684,653 $ 534,047 $ 505,711

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Issuance of common stock, net of costs 9,207,971 92 320,781 — — 320,873

Stock option activity 26,799 — 592 — — 592

Restricted stock activity 528,285 5 4,706 — — 4,711

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— — — ( 693,353 ) — ( 693,353 )

Issuance of operating partnership units — — — — 205,088 205,088

Net income — — — 534,047 39 534,086

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Restricted stock activity 378,594 4 8,499 — — 8,503

Dividends paid and accrued ($ 2.90 per common share)

Dividends paid ($ 2.805 per common share)

— — — ( 711,467 ) — ( 711,467 )

Issuance of operating partnership units — — — — 137,043 137,043

Distributions to non-controlling interest — — — — ( 20,664 ) ( 20,664 )

Net income — — — 684,653 18,632 703,285

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Depreciation and amortization 254,547 252,049 242,995

Amortization of debt issuance costs, bond premiums and discounts 9,929 10,503 11,455

(Gains) losses on dispositions ( 21,751 ) ( 41,393 ) 92

Amortization of debt issuance costs, premiums and discounts 9,975 9,929 10,503

Accretion on financing receivables and adjustments to lease liabilities ( 18,959 ) — —

(Gains) losses on dispositions of property ( 67,481 ) ( 21,751 ) ( 41,393 )

Deferred income taxes — 5,326 451

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Deferred rent recognized — — ( 337,500 )

Losses on debt extinguishment — 18,113 21,014

Impairment charges and losses on debt extinguishment 5,487 — 18,113

Provision for credit losses, net 6,898 8,226 —

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(Decrease), increase

Dividend payable, accounts payable and accrued expenses ( 2,297 ) ( 1,252 ) ( 1,775 )

Dividend and accounts payable, accrued salaries, wages and expenses ( 251 ) ( 3,412 ) ( 7,160 )

Accrued interest 10,487 ( 475 ) 11,590

Accrued salaries and wages ( 1,115 ) ( 5,908 ) ( 3,189 )

Gaming, property and other taxes, other liabilities and income taxes 5,059 6,815 472

Other liabilities ( 11,772 ) 5,059 6,815

Net cash provided by operating activities 920,126 803,778 428,077

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Capital maintenance expenditures ( 159 ) ( 2,270 ) ( 3,130 )

Proceeds from sale of property and equipment 2,087 15 200

Proceeds from assets held for sale and property and equipment, net of costs 148,709 2,087 15

Proceeds from sale of operations, net of transaction costs — 58,993 —

Loan loss recovery — 4,000 —

Acquisition of real estate assets ( 487,475 ) ( 5,898 ) —

Investment in leases - financing receivable ( 592,243 ) — —

Acquisition of real estate assets and deposit payments ( 350,126 ) ( 487,475 ) ( 5,898 )

Investment in leases, financing receivables ( 129,047 ) ( 592,243 ) —

Net cash used in investing activities ( 354,488 ) ( 1,030,834 ) ( 9,487 )

1 unchanged sentence

Dividends paid ( 770,858 ) ( 633,901 ) ( 230,522 )

Taxes paid for shares withheld on restricted stock award vestings ( 9,867 ) ( 15,293 ) ( 9,058 )

Non-controlling interest distributions ( 20,664 ) — —

Taxes paid related to shares withheld for taxes on stock award vestings ( 11,924 ) ( 9,867 ) ( 15,293 )

Proceeds from issuance of common stock, net 611,256 662,338 320,873

1 unchanged sentence

Financing costs ( 11,907 ) ( 7,118 ) ( 11,641 )

Repayments of long-term debt and related costs ( 363,391 ) ( 2,076,631 ) ( 1,496,828 )

Net cash provided by (used in) financing activities 443,069 63,169 ( 746,445 )

Repayments of long-term debt ( 1,271,053 ) ( 363,391 ) ( 2,076,631 )

Net cash (used in) provided by financing activities ( 1,051,150 ) 443,069 63,169

Net increase in cash and cash equivalents, including cash classified within assets held for sale ( 485,512 ) 216,013 481,759

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Cash and cash equivalents at end of period $ 239,083 $ 724,595 $ 486,451

See Note 20 to the Consolidated Financial Statements for supplemental cash flow information.

See accompanying Notes to the Consolidated Financial Statements and Note 17 for supplemental cash flow information and noncash investing and financing activities.

Gaming and Leisure Properties, Inc.

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("GLPI") is a self-administered and self-managed Pennsylvania real estate investment trust ("REIT").

GLPI (together with its subsidiaries, the "Company") was incorporated on February 13, 2013, as a wholly-owned subsidiary of Penn National Gaming, Inc.

GLPI (together with its subsidiaries, 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").

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(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 addition, during 2020, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company which holds the real estate of Tropicana Las Vegas Casino Hotel Resort ("Tropicana Las Vegas"), elected to treat Tropicana LV, LLC as a TRS, 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 (as defined below), the Company elected GLP Financing II, Inc.

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

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

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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, the Company and Tropicana LV, LLC, a wholly owned subsidiary of the Company 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 the Company 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, the Company, together with GLP Financing II, Inc.

jointly elected for GLP Financing II, Inc.

to be treated 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 and is leasing the real estate to Casino Queen pursuant to the Casino Queen Master Lease as described below.

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

See Note 6 for additional information.

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.

As of December 31, 2021, GLPI’s portfolio consisted of interests in 51 gaming and related facilities, including approximately 35 acres of real estate at 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 Casino Queen Holding Company ("Casino Queen").

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 Holding Company Inc.

("Casino Queen").

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

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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 a discussion regarding such renewal options.

Additionally, see Note 18 for a discussion related to the recent modification of 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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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

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").

("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 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").

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.

(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 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 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.

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 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 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 Horseshoe St.

Louis 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 "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.

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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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.

See Note 6 for the anticipated sale of the building and sale-lease back of the land for this asset.

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 existing 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 above.

On January 3, 2023, the Company closed its previously announced acquisition from Bally's of the land and real estate assets of Bally's Hard Rock Hotel & Casino ("Bally's Biloxi") and Bally's Tiverton Casino & Hotel ("Bally's Tiverton") for $ 635.0 million in total consideration, inclusive of $15 million in the form of OP units.

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

The initial annual rent for the lease was increased by $ 48.5 million on an annual basis, subject to contractual escalations based on the Consumer Price Index ("CPI"), with a 1% floor and 2% ceiling, subject to the CPI meeting a 0.5% threshold.

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 Casino Resort ("Bally's Lincoln") prior to December 31, 2024 for a purchase price of $ 771.0 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 Hotel & Casino, Inc.

("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.

On September 26, 2022, Bally’s acquired both GLPI’s building asset 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

2 unchanged sentences

Casino Queen Master Lease

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

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").

The HCBR 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 the Company to Casino Queen and the Hollywood Casino Baton Rouge facility ("Casino Queen Master Lease").

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

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.

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.

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 has been previously impaired in return for a one-time cash payment of $4 million which was recorded in provision for credit losses, net during 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$ 50.0 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.

Perryville Lease

On December 15, 2020, the Company announced that PENN exercised its option to purchase from the Company the operations of our Hollywood Casino Perryville, located in Perryville, Maryland, for $ 31.1 million.

The transaction closed on July 1, 2021 and the real estate assets of the Hollywood Casino Perryville are being leased to Penn on a triple net basis

(the "Perryville Lease").

The transaction closed on July 1, 2021, which resulted in a pre-tax gain of $ 15.6 million ($ 11.3 million after tax) for the year ended December 31, 2021.

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!

Lease and Pennsylvania Live!

On December 6, 2021, the Company announced that it had agreed to acquire the real property assets of Live!

On December 6, 2021, the Company announced that it agreed to acquire the real property assets of Live!

Casino & Hotel Maryland, Live!

Casino & Hotel Philadelphia, and Live!

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

Casino Pittsburgh, including 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.

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 & Hotel Maryland (the "Maryland Live!

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

Casino & Hotel Maryland and entered into the Maryland Live!

Lease which has an initial lease terms of 39 years, with a maximum term of 60 years inclusive of tenant renewal options.

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 both 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 Pennsylvania transactions are expected to close in early 2022, subject to the receipt of regulatory approvals and other customary closing conditions.

In the first quarter of 2020, there was a global outbreak of a new strain of novel coronavirus COVID-19.

The global, domestic and local response to the COVID-19 outbreak continues to evolve.

Responses to the COVID-19 outbreak included mandates from federal, state, and/or local authorities that required temporary closures of, or imposed limitations on, the operations of non-essential businesses.

All of the Company's tenants' casino operations, in addition to the Company's two TRS Properties, were closed in mid-March 2020.

Our properties began reopening at limited capacity in May 2020 and by early July 2020 nearly all had resumed operations at limited capacity.

However, in the fourth quarter of 2020, increased spread of COVID-19 led some jurisdictions to impose temporary closures once again.

As of the date of this filing, none of our properties are closed and all of our tenants are current on their obligations.

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.

Summary of Significant Accounting Policies

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Actual results may differ from those estimates.

Certain prior period amounts have been reclassified to conform to the current period presentation, specifically deferred taxes and prepaid expenses have been classified in other assets on the Consolidated Balance Sheets.

Certain prior period amounts have been reclassified to conform to the current period presentation.

Specifically, property and equipment, net, is now classified in other assets on the Consolidated Balance Sheets, accounts payable has been combined with dividend payable and accrued expenses and finally, gaming, property and other taxes and income taxes payable were reclassified to other liabilities on the Consolidated Balance Sheets.

Principles of Consolidation and Non-controlling interest

The consolidated financial statements include the accounts of GLPI and its subsidiaries as well as the Company's operating partnership, which is a variable interest entity ("VIE") in which the Company is the primary beneficiary.

The Company presents non-controlling interests and classifies such interests as a separate component of equity, separate from GLPI's stockholders' equity and as net income attributable to noncontrolling interest in the Consolidated Statement of Income.

See Note 18 for further discussion.

The Company presents non-controlling interests and classifies such interests as a separate component of equity, separate from GLPI's stockholders' equity and as net income attributable to non-controlling interest in the Consolidated Statement of Income.

The operating partnership is a VIE in which the Company is the primary beneficiary because it has the power to direct the activities of the VIE that most significantly impact the partnership's economic performance and has the obligation to absorb losses of the VIE that could be potentially significant to the VIE and the right to receive benefits from the VIE that could potentially be significant to the VIE.

Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Consolidated Balance Sheet.

All intercompany accounts and transactions have been eliminated in consolidation.

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Generally, we would recognize interest income to the extent the tenant is not more than 90 days delinquent on their rental obligations.

We have concluded that the Maryland Live!

Lease is required to be accounted for as an Investment in leases - financing receivable on our Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP given the significant initial term of the Maryland Live!

Lease which was 39 years.

Property and Equipment Used in Operations

Property and equipment are stated at cost, less accumulated depreciation and represent assets used by the Company's TRS Properties and certain corporate assets.

Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred.

Gains or losses on the disposal of property and equipment are included in the determination of income.

Depreciation of property and equipment is recorded using the straight-line method over the following estimated useful lives:

Land improvements 15 to 31 years

Building and improvements 5 to 31 years

Furniture, fixtures, and equipment 3 to 31 years

Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term.

The estimated useful lives are determined based on the nature of the assets as well as the Company's current operating strategy.

The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based upon the estimated undiscounted future cash flows expected to result from its use and eventual disposition.

If the Company determines the carrying amount is not recoverable, it would recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value, calculated in accordance with GAAP.

In estimating expected future cash flows for determining whether an asset is impaired, assets are grouped at the individual property level.

In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors.

The factors considered by the Company in performing this assessment include current operating results, market and other applicable trends and residual values, as well as the effect of obsolescence, demand, competition and other factors.

If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets.

We have concluded that the Company's Maryland Live!

Lease and Pennsylvania Live!

Lease were required to be accounted for as Investment in leases - financing receivable on the Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP given the significant initial term of each of the leases of 39 years.

Real Estate Loans and Other Loans Receivable

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O ther Assets

Other assets primarily consists of accounts receivable and deferred compensation plan asset s (See Note 13 for further details on the deferred compensation plan).

Other assets also include deferred taxes and prepaid expenditures for goods or services before the goods are used or the services are received.

Other assets at December 31, 2022 included a $ 200 million deposit that was prefunded to Bally's in September 2022.

This amount was credited to the Company in connection with the January 3, 2023 acquisition of the Bally's Biloxi and Bally's Tiverton real estate assets.

See Note 6 for further details.

Excluding this deposit, other assets primarily consists of accounts receivable and deferred compensation plan assets (See Note 11 for further details on the deferred compensation plan).

Other assets also include prepaid expenditures for goods or services before the goods are used or the services are received.

These amounts are deferred and charged to operations as the benefits are realized and primarily consist of prepayments for insurance, property taxes and other contracts that will be expensed during the subsequent year.

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Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date.

Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value.

ASC 820 - Fair Value Measurements and Disclosures ("ASC 820") establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for

the various valuation techniques (market approach, income approach, and cost approach).

Assets and liabilities recorded at fair value are classified based upon the

level of judgment associated with the inputs used to measure their fair value.

ASC 820 - Fair Value Measurements and Disclosures ("ASC 820") establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach).

The levels of the hierarchy related to the subjectivity of the valuation inputs are described below:

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Interest income related to real estate loans is recorded as revenue from real estate within the Company's consolidated statements of income in the period earned.

Gaming revenue generated by the TRS Properties mainly consists of revenue from slot machines and to a lesser extent, table game and poker revenue.

Gaming revenue from slot machines is the aggregate net difference between gaming wins and losses with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots.

slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increase.

Gaming revenue generated by the TRS Properties mainly consisted of revenue from slot machines and to a lesser extent, table game and poker revenue.

Gaming revenue from slot machines is the aggregate net difference between gaming wins

and losses with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots.

Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increase.

Table game gaming revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory.

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The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment in lease balance.

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our Investment in lease, financing receivable related to our Maryland Live!

Expected losses within our cash flows are determined by estimating the probability of default (“PD”) and loss given default (“LGD”) of our Investment in lease, financing receivables.

We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD for this financing receivable.

The PD and LGD are estimated during the initial term of the lease.

The PD and LGD are estimated during the initial term of the leases.

The PD and LGD estimates for the lease term were developed using current financial condition forecasts.

The PD and LGD predictive model was developed using the average historical default rates and historical loss rates, respectively, of over 100,000 commercial real estate loans dating back to 1998 that have similar credit profiles or characteristics to the real estate underlying the Company's financing receivable.

Management will monitor the credit risk related to its financing receivable by obtaining the rent coverage on the Maryland Live!

Lease on a periodic basis.

Management will monitor the credit risk related to its financing receivables by obtaining the rent coverage on the leases on a periodic basis.

The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.

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Our tenants are current on all of their rental obligations as of December 31, 2022.

The CECL allowance is recorded as a reduction to our net Investments in leases - financing receivable, on our Consolidated Balance Sheets.

The CECL allowance is recorded as a reduction to our net Investments in leases - financing receivables, on our Consolidated Balance Sheets.

We are required to update our CECL allowance on a quarterly basis with the resulting change being recorded in the Consolidated Statement of Income for the relevant period.

Finally, each time the Company makes a new investment in an asset subject to ASC 326, we will be required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Consolidated Statement of Income for the relevant period.

Finally, each time the Company makes a new investment in an asset subject to ASC 326, the Company will be required to record an initial CECL allowance for such asset, which will result in a non-cash charge to the Consolidated Statement of Income for the relevant period.

See Note 8 for further information.

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Recoveries previously written off are recorded when received.

The Company recorded a recovery of $4 million for the year ended December 31, 2021 for the settlement of a loan that had been previously written off to Casino Queen.

The Company recorded a recovery of $4 million for the year ended December 31, 2021 for the settlement of a loan that was previously written off to Casino Queen.

Stock-Based Compensation

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This expense is recognized ratably over the requisite service period following the date of grant.

The fair value of the Company's time-based restricted stock awards is equivalent to the closing stock price on the day prior to grant.

The fair value of the Company's time-based restricted stock awards is equivalent to the closing stock price on the day

prior to grant.

The Company utilizes a third-party valuation firm to measure the fair value of performance-based restricted stock awards at grant date using the Monte Carlo model.

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See Note 13 for further information related to stock-based compensation.

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

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

The Company's TRS are able to engage in activities resulting in income that would not be qualifying income for a REIT.

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

The Company accounts for income taxes in accordance with ASC 740 - Income Taxes ("ASC 740").

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During the years ended December 31, 2022, 2021 and 2020, the Company recognized no penalties and interest, net of deferred income taxes.

The Company elected on its U.S.

federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT and the Company, 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" 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 which holds the real estate of Tropicana Las Vegas, elected to treat Tropicana LV, LLC as a “taxable REIT subsidiary”.

Finally, in advance of the UPREIT Transaction, the Company elected GLP Financing II, Inc.

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

The Company continues to be organized and to operate in a manner that will permit the Company to qualify as a REIT.

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Basic EPS is computed by dividing net income applicable to common shareholders by the weighted-average number of common shares outstanding during the period, excluding net income attributable to participating securities (unvested restricted stock awards).

Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares and unvested performance-based restricted shares.

Diluted EPS reflects the additional dilution for all potentially-dilutive securities such as stock options, unvested restricted shares, unvested performance-based restricted shares and the dilutive effect of the Company's forward sale agreement as described in Note 16.

The effect of the conversion of the Operating Partnership ("OP") units to common shares is excluded from the computation on basic and diluted earnings per share because all net income attributable to the Noncontrolling interest holders are recorded as income attributable to non-controlling interests, thus is excluded from net income available to common shareholders.

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Segment Information

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

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

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

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

The Company anticipates completing a transaction in the near future related to Tropicana Las Vegas.

As such in 2022, the Company expects to have one reportable segment.

See Note 19 for further information with respect to the Company’s segments.

As described in Note 1, due to the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge 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.

Concentration of Credit Risk

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Additionally, concentrations of credit risk may arise when revenues of the Company are derived from a small number of tenants.

As of December 31, 2021, substantially all of the Company's real estate properties were leased to Penn, Caesars and Boyd.

During the year ended December 31, 2021, approximately 75%, 11% and 10% of the Company's collective income from real estate was derived from tenant leases with Penn, Caesars and Boyd, respectively.

Revenues from our tenants are reported in the Company's GLP Capital, L.P.

reportable segment.

Penn, Caesars and Boyd are publicly traded companies that are subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission ("SEC").

Readers are directed to Penn, Caesars and Boyd's respective websites for further financial information on these companies.

As of December 31, 2022, substantially all of the Company's real estate properties were leased to PENN, Cordish, Caesars, Boyd an d Bally's.

During the year ended December 31, 2022, approximately 65%,11%, 9%, 8% and 5% of the Company's collective income from real estate was derived from tenant leases with PENN, Cordish, Caesars, Boyd and Bally's respectively.

PENN, Caesars, Boyd and Bally's are publicly traded companies that are subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and are required to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission ("SEC").

Readers are directed to PENN,Caesars, Boyd and Bally's respective websites for further financial information on these companies.

Other than the Company's tenant concentration, management believes the Company's portfolio was reasonably diversified by geographical location and did not contain any other significant concentrations of credit risk.

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Accounting Pronouncements Adopted in 2022

In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform ("ASU 2020-04").

Reference rates such as London Interbank Offered Rate ("LIBOR") are widely used in a broad range of financial instruments and other agreements.

Regulators and market participants in various jurisdictions have undertaken efforts, generally referred to as "reference rate reform", to eliminate certain reference rates and introduce new reference rates that are based on a larger and more liquid population of observable transactions.

The one month, three month, six month and twelve month LIBOR rates are expected to be discontinued as of June 30, 2023.

ASU 2020-04 provides optional expedients for applying the guidance for contract modifications or other situations affected by reference rate reform, specifically addressing the accounting for modifications of contracts within the scope of ASC Topic 310 on receivables, ASC 470 on debt, and ASC 842 on leases and ASC subtopic 815-15 on embedded derivatives.

The adoption of this pronouncement had no material impact on the Company's Consolidated Financial Statements.

In March 2022, the FASB issued ASU No 2022-02, Financial Instruments-Credit Losses which eliminates the accounting guidance for troubled debt restructurings ("TDRs") and requires that entities disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases within the scope of ASC 326-20, Financial Instruments-Credit Losses-Measured and Amortized Cost .

The Company early adopted the amendments in this update which had no impact on its financial statements or related disclosures as the Company has no TDRs, write-offs, or modifications to disclose on its net investment in leases.

Real Estate Investments

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Real estate investments, net $ 7,707,935 $ 7,777,551

The increase in real estate investments is primarily due to the acquisition of Dover Downs and Tropicana Evansville in a transaction with Bally's as well as the reclassification of the land associated with Tropicana Las Vegas from its own line item on the Company's Consolidated Balance Sheets as an agreement to sell the building and lease the land back to Bally's was entered into and is expected to close in the second half of 2022.

The building has been reclassified to assets held for sale.

Finally, the Company sold the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge during 2021 and leased back the real estate to Penn and Casino Queen, respectively.

This resulted in an increase to real estate investments of $102.5 million.

See Note 6 for further details on these transactions.

Property and Equipment Used in Operations

Property and equipment used in operations, net, consists of the following.

2021 December 31,

(in thousands)

Land and improvements $ — $ 30,540

Building and improvements — 117,333

Furniture, fixtures, and equipment (1) 28,832 28,767

Construction in progress — 474

Total property and equipment 28,832 177,114

Less accumulated depreciation (1) ( 15,855 ) ( 96,496 )

Property and equipment, net $ 12,977 $ 80,618

(1) The majority of the decline at December 31, 2021 compared to the prior year is related to the sale of the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge.

See Note 6 for further details.

During 2022, the Company entered into an agreement and completed the sale of excess land for approximately $3.5 million that had a carrying value of $6.8 million and as such the Company recorded an impairment charge for the year ended December 31, 2022.

Assets Held for Sale

As described in Note 1, the Company completed the sale of the operating assets at Hollywood Casino Perryville to Penn for $ 31.1 million and the operating assets of Hollywood Casino Baton Rouge to Casino Queen for $ 28.2 million during 2021.

The operating assets of these two properties had been classified as assets held for sale at December 31, 2020.

The Company recorded a pre-tax gain of $ 15.6 million ($ 11.3 million after-tax gain) on the sale of the operating assets of Hollywood Casino Perryville and a pre-tax gain of $ 6.8 million ($ 7.7 million after-tax loss) on the sale of the operating assets of Hollywood Casino Baton Rouge.

On April 13, 2021, Bally’s agreed to acquire both GLPI’s non-land real estate assets and Penn's outstanding equity interests in Tropicana Las Vegas Hotel and Casino, Inc.

for an aggregate cash acquisition price of $ 150 million.

On April 13, 2021, Bally’s agreed to acquire both GLPI’s non-land real estate 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.

GLPI will retain ownership of the land and concurrently enter into a ground lease for 50 years with initial annual rent of $ 10.5 million.

The ground lease will be supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease.

This transaction is expected to close in the second half of 2022.

At December 31, 2021, the Company classified the building value

of Tropicana Las Vegas in Assets held for sale and the land value in Real estate investments, net on the Consolidated Balance Sheet since the transaction is expected to close within 12 months of the most recent balance sheet date.

At December 31, 2020, the Company classified the real property associated with Tropicana Las Vegas as a separate caption on the Consolidated Balance Sheet.

The Company's assets and liabilities held for sale were comprised of the following at December 31, 2021 and December 31, 2020, respectively (in thousands).

Assets December 31,

2021 December 31,

Property and equipment, used in operations, net — $ 8,780

Real Estate Tropicana LV, net 77,728 —

Right-of-use assets and land rights, net — 263

Cash and cash equivalents — 22,131

Prepaid expenses — 2,473

Goodwill — 16,067

Other intangible assets — 9,577

Other assets — 2,157

Total 77,728 61,448

Accounts payable — 8

Accrued expenses — 3,387

Accrued salaries and wages — 2,064

Gaming, property and other taxes — 398

Lease liabilities — 262

Other liabilities — 710

Total which is classified in Other Liabilities — 6,829

The assets held for sale reside in the Company's TRS Segment.

See Note 19 for the pre-tax income of this segment for the years ended December 31, 2021, 2020 and 2019.

This transaction closed on September 26, 2022 and the Company recorded a pre-tax gain of $ 67.4 million, $ 52.8 million after-tax, on the sale of the building.

At December 31, 2021, the Company classified the building value of Tropicana Las Vegas which totaled $ 77.7 million, in Assets held for sale and the land value in Real estate investments, net on the Consolidated Balance Sheet since the transaction was expected to close within 12 months.

The Company accounts for its acquisitions of real estate assets as asset acquisitions under ASC 805 - Business Combinations .

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Current year acquisitions

On March 1, 2022, the Company completed its previously announced transaction with Cordish to acquire the real property assets of Live!

Casino & Hotel Philadelphia and Live!

Casino Pittsburgh and simultaneously entered into the Pennsylvania Live!

Master Lease such that Cordish continues to operate the facilities.

The Company has concluded that the Pennsylvania Live!

Master Lease is required to be accounted for as an Investment in leases, financing receivables on our Condensed Consolidated Balance Sheets in accordance with ASC 310, since control of the underlying assets was not considered to have transferred to the Company under GAAP given the significant initial lease term of the Pennsylvania Live!

Master Lease which was 39 years.

The purchase price of $ 689.0 million was recorded in Investment in leases, financing receivables, net.

On April 13, 2021, the Company announced that it had entered into a binding term sheet with Bally's to acquire the real estate of Bally’s casino properties in Black Hawk, CO and its recently acquired property in Rock Island, IL, in a transaction that was subject to regulatory approval.

This transaction closed on April 1, 2022 and total consideration for the acquisition was $ 150 million.

The parties added the properties to the Bally's Master Lease for incremental rent of $ 12.0 million.

In addition, Bally’s has granted GLPI a right of first refusal to fund the real property acquisition or development project costs associated with any and all potential future transactions in Michigan, Maryland, New York and Virginia through one or more sale-leaseback or similar transactions for a term of seven years.

The purchase price for the acquisition of the real estate assets of Black Hawk and Rock Island were as follows (in thousands):

Land $ 54,386

Building and improvements 95,740

Real estate investments, net $ 150,126

Prior year acquisitions

As described in Note 1, the Company acquired the real property assets of Live!

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As previously discussed in Note 1, on June 3, 2021, the Company completed its previously announced transaction with Bally's in which the real estate assets of Tropicana Evansville and Dover Downs Hotel & Casino were acquired.

The final purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands).

The purchase price allocation of these assets based on their fair values at the acquisition date are summarized below (in thousands).

Land and improvements $ 219,579

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Total purchase price $ 487,450

Pending acquisitions

As discussed in Note 1, the Company anticipates closing of the acquisition of the assets comprising the Pennsylvania Live!

Master Lease from Cordish in early 2022 subject to the receipt of regulatory approvals and other customary closing conditions.

Total consideration of approximately $ 674 million will consist of 3.0 million OP Units and cash.

Annual rent under the Pennsylvania Live!

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

On April 13, 2021, the Company announced that it had entered into a binding term sheet with Bally's to acquire the real estate of Bally’s casino property in Black Hawk, CO and its recently acquired property in Rock Island, IL, in a transaction that is subject to regulatory approval.

Total consideration for the acquisition is $ 150.0 million and the parties expect to add the properties to the Bally's Master Lease for incremental rent of $ 12 million.

This transaction is expected to close in the second half of 2022.

On April 13, 2021, Bally’s also agreed to acquire both GLPI’s non-land real estate assets and Penn's outstanding equity interests in Tropicana Las Vegas Hotel and Casino, Inc.

for an aggregate cash acquisition price of $ 150 million.

GLPI would retain ownership of the land and will concurrently enter into a ground lease for 50 years with initial annual rent of $ 10.5 million The ground lease will be supported by a Bally’s corporate guarantee and cross-defaulted with the Bally's Master Lease.

This transaction is expected to close in the second half of 2022.

Both GLPI and Bally’s have committed to a structure in which GLPI has the potential to acquire additional assets in sale-leaseback transactions to the extent Bally’s elects to utilize GLPI’s capital as a funding source for its proposed acquisition of Gamesys Group plc ("Gamesys").

The $ 500 million commitment provides Bally’s alternative financing which, in GLPI’s sole discretion, may be funded in the form of equity, additional prepaid sale-leaseback transactions or secured loans.

However, on July 26, 2021, Bally's announced that as a result of better than expected operating performance at its land-based retail casinos and interactive businesses, it does not plan to draw on this commitment to fund the Gamesys acquisition.

Prior year acquisitions

As previously discussed in Note 1, the impact of COVID-19 resulted in casino-wide closures by all of our tenants.

As a result of COVID-19, on April 16, 2020, the Company and certain of its subsidiaries acquired the real property associated with the Tropicana Las Vegas from Penn in exchange for $ 307.5 million of rent credits, which were fully utilized in 2020 for rent due under the parties' existing leases.

The Company recorded an initial land and building value of $ 226.2 million and $ 81.3 million, respectively.

During the year ended December 31, 2020 depreciation expense of $ 2.7 million was recorded.

Additionally, deferred rent of $ 307.5 million was recorded at the acquisition date, which was fully recognized for the year ended December 31, 2020.

The Tropicana Las Vegas assets are summarized below.

December 31, 2020

(in thousands)

Land and improvements $ 226,160

Building and improvements 81,340

Total real estate of Tropicana Las Vegas 307,500

Less accumulated depreciation ( 2,669 )

Real estate of Tropicana Las Vegas , net $ 304,831

On October 1, 2020, the Company and Penn closed on their previously announced transaction whereby GLPI acquired the land under Penn's gaming facility under construction in Morgantown, Pennsylvania in exchange for $ 30.0 million in rent credits which were fully utilized by Penn in the fourth quarter of 2020.

The Company is leasing the land back to an affiliate of Penn pursuant to the Morgantown Lease for an initial annual rent of $ 3.0 million, subject to escalation provisions following the opening of the property.

On October 27, 2020, the Company entered into an Exchange Agreement with subsidiaries of Caesars that own, respectively, Waterloo and Bettendorf.

Pursuant to the terms of the agreement, Caesars transferred to the Company the real estate assets of the Waterloo and Bettendorf properties in exchange for the transfer by the Company to Caesars of the real property assets of the Tropicana Evansville, plus a cash payment of $5.7 million.

The exchange transaction closed on December 18, 2020, which resulted in the Waterloo and Bettendorf facilities being added to the Amended and Restated Caesars Master Lease and the rent increased by $0.5 million annually.

The Company recorded a non-cash gain of $41.4 million in the fourth quarter of 2020 related to the transaction, which represented the difference between the fair value of the properties received compared to the carrying value of Tropicana Evansville and the cash payment of $5.7 million.

The following table summarizes the fair value of the assets acquired in the Exchange Agreement and the carrying value of the Tropicana Evansville assets that were transferred to Caesars.

(in thousands):

Bettendorf Waterloo Total

Land $ 29,636 $ 64,262 $ 93,898

Building and improvements 85,150 77,958 163,108

Total real estate investments $ 114,786 $ 142,220 $ 257,006

Evansville Land and improvements ( 47,439 )

Evansville Buildings and improvements, net ( 136,858 )

Evansville Right of use assets and land rights, net ( 55,456 )

Evansville, Operating Lease Liabilities 29,795

Investment in leases, financing receivables, net and other receivables

Investment in leases, financing receivables, net

In connection with the Maryland Live!

Lease that became effective on December 29, 2021, the Company recorded an investment in leases, financing receivables, net, as the sale lease back transaction was accounted for as a failed sale leaseback.

The following is a summary of the balances of the Company's investment in leases, financing receivables.

(in thousands)

Lease that became effective on December 29, 2021 and the Pennsylvania Live!

Master Lease that became effective on March 1, 2022, the Company recorded an investment in leases, financing receivables, net, as the sale lease back transaction was accounted for as a failed sale leaseback.

The following is a summary of the balances of the Company's investment in leases, financing receivables (in thousands).

2022 December 31,

Minimum lease payments receivable $ 6,676,528 $ 4,012,937

4 unchanged sentences

Net Investment in leases, financing receivables $ 1,903,195 $ 1,201,670

The net investment in the lease payment receivable and unguaranteed residual value at December 31, 2021 was $1,178.0 million and $35.9 million, respectively.

At December 31, 2021, minimum lease payments owed to us for each of the five succeeding years under the Company's financing receivables was as follows (in thousands):

The present value of the net investment in the lease payment receivable and unguaranteed residual value at December 31, 2022 was $1,871.5 million and $50.8 million, respectively compared to $1,178.0 million and $35.9 million, respectively at December 31, 2021.

At December 31, 2022, minimum lease payments owed to us for each of the five succeeding years under the Company's financing receivables were as follows (in thousands):

Year ending December 31, Future Minimum Lease Payments

2 unchanged sentences

Total $ 6,676,528

The rollforward of the allowance for credit losses for the Company's financing receivables is illustrated below.

(in thousands)

The Company follows ASC 326 “Credit Losses” (“ASC 326”), which requires that the Company measure and record current expected credit losses (“CECL”), the scope of which includes our Investment in leases - financing receivables, net, which do not include any unfunded commitments.

The Company has elected to use an econometric default and loss rate model to estimate the allowance for credit losses, or CECL allowance.

This model requires us to calculate and input lease and property-specific credit and performance metrics which in conjunction with forward-looking economic forecasts, project estimated credit losses over the life of the lease.

The Company then records a CECL allowance based on the expected loss rate multiplied by the outstanding investment in lease balance.

Expected losses within our cash flows are determined by estimating the PD and LGD of our Investment in leases - financing receivables, net.

We have engaged a nationally recognized data analytics firm to assist us with estimating both the PD and LGD.

The PD and LGD are estimated during the initial term of the leases.

The PD and LGD estimates for the lease term were developed using current financial condition forecasts.

Management will monitor the credit risk related to its financing receivable by obtaining the rent coverage on the lease on a periodic basis.

The Company also monitors legislative changes to assess whether it would have an impact on the underlying performance of its tenant.

We are unable to use our historical data to estimate losses as the Company has no loss history to date on its lease portfolio.

Our tenants were current on all of their rental obligations as of December 31, 2022 and December 31, 2021, respectively.

The change in the allowance for credit losses for the Company's financing receivables is illustrated below (in thousands):

Maryland Live!

Lease Pennsylvania Live!

Master Lease Total

Balance at December 31, 2021 $ 12,226 $ — $ 12,226

Provision for expected credit losses 12,226

Initial allowance from current period investments — 32,277 32,277

Current period change in credit allowance ( 8,131 ) ( 17,248 ) $ ( 25,379 )

Ending balance at December 31, 2022 $ 4,095 $ 15,029 $ 19,124

Real Estate Loans

As discussed in Note 1, the Company historically had the CZR loan outstanding which was utilized by Caesars in connection with its acquisition of Lumière Place.

On June 24, 2020, the Company received approval from the Missouri Gaming Commission to own the Lumière Place real estate in satisfaction of the CZR loan, subject to the Lumière Place Lease, and closed this transaction on September 29, 2020.

On October 15, 2018, Boyd purchased the real estate assets of Belterra Park from Pinnacle for a cash purchase price of $ 57.7 million, exclusive of transaction fees.

Financing for the transaction was provided by the Company in the form of the Belterra Park Loan.

The Belterra Park Loan's initial interest rate was equal to 11.11 % and the loan matured in connection with the expiration of the Boyd Master Lease (as may be extended at the tenant's option to April 30, 2051).

In May 2020, the Company acquired the real estate of Belterra Park in satisfaction of the Belterra Park Loan, subject to the Belterra Park Lease.

Other Loans Receivable

In January 2014, the Company completed the asset acquisition of the real property associated with the Casino Queen in East St.

Louis, Illinois.

GLPI leases the property back to Casino Queen on a triple-net basis on terms similar to those in the Company's existing master leases.

The Casino Queen Lease has an initial term of 15 years and the tenant has an option to renew it at the same terms and conditions for four successive 5-year periods.

Simultaneously with the Casino Queen acquisition, GLPI provided Casino Queen with a $ 43.0 million, five-year term loan at 7 % interest, prepayable at any time, which, together with the sale proceeds, completely refinanced and retired all of Casino Queen’s outstanding long-term debt obligations.

On March 13, 2017, the outstanding principal and interest on this loan was repaid in full and GLPI simultaneously provided a new unsecured $ 13.0 million, 5.5-year term loan (the "Casino Queen Loan") to CQ Holding Company, Inc., an affiliate of Casino Queen ("CQ Holding Company"), to partially finance its acquisition of Lady Luck Casino in Marquette, Iowa.

The Casino Queen Loan bears an interest rate of 15 % and is prepayable at any time.

On June 12, 2018, the Company received a Notice of Event of Default under the senior credit agreement of CQ Holding Company from the secured lender under such agreement, which reported a covenant default under its senior secured agreement.

Under the terms of that agreement, when an event of default occurs, CQ Holding Company is prohibited from making cash payments to unsecured lenders such as GLPI.

Therefore, beginning in June 2018 the interest due from CQ Holding Company under the Company's unsecured loan was paid in kind.

In addition to the covenant violation noted above under its senior credit agreement, CQ Holding Company also had a payment default under the senior credit agreement.

Furthermore, the Company notified Casino Queen of events of default under the Company's unsecured loan with CQ Holding Company, related to financial covenant violations during the year ended December 31, 2018.

At December 31, 2018, active negotiations for the sale of Casino Queen's operations were taking place.

Despite the payment and covenant defaults noted above, at that time, full payment of the principal was still expected, due to the anticipation that the operations were to be sold in the near term for an amount allowing for repayment of the full $ 13.0 million of loan principal due to GLPI.

However, the paid-in-kind interest due to the Company at December 31, 2018 was not expected to be collected, resulting in an impairment charge of $ 1.5 million during the fourth quarter of 2018.

The Company did not recognize the paid-in-kind interest income due to the Company for the quarter ended December 31, 2018 and took a charge for the previously recognized paid-in-kind interest income through the Company’s consolidated statement of earnings as a reversal of the paid-in-kind interest income recognized earlier in the year.

During 2019, the operating results of Casino Queen continued to decline, the secured debt of Casino Queen was sold to a third-party casino operator at a discount and the Company no longer expected the loan to be repaid.

Therefore, the Company recorded an impairment charge of $ 13.0 million through the Consolidated Statement of Income for the year ended December 31, 2019.

Casino Queen was closed in mid-March due to COVID-19 and Casino Queen was in payment default on their lease starting in April 2020.

The Company entered into a deferred rental agreement with Casino Queen in 2020 to permit the tenant to defer payments in the event the property was closed due to COVID-19.

As such, the tenant deferred payments temporarily in 2020 and 2021 however all such delinquent rental payments were received in the fourth quarter of 2020.

Additionally, during the year ended December 31, 2021, the Company received a $ 4.0 million payment in full satisfaction of the Casino Queen Loan in connection with the HCBR transaction which was recorded as a provision for credit losses, net, on the Consolidated Statement of Income.

The amortized cost basis of the Company's investment in leases, financing receivables by year of origination is shown below as of December 31, 2022 (in thousands):

Origination year

2022 2021 Total

Investment in leases, financing receivables $ 695,855 $ 1,226,464 $ 1,922,319

Allowance for credit losses ( 15,029 ) ( 4,095 ) ( 19,124 )

Amortized cost basis at December 31, 2022 $ 680,826 $ 1,222,369 $ 1,903,195

Allowance as a percentage of outstanding financing receivable ( 2.16 ) % ( 0.33 ) % ( 0.99 ) %

The Company recorded an initial allowance for credit losses of $32.3 million on the Pennsylvania Live!

Master Lease which was originated on March 1, 2022.

During the year ended December 31, 2022, the Company received an updated earnings forecast from its tenant for the properties comprising both the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease.

This resulted in improved rent coverage ratios in its reserve calculation which led to a reduction in the required reserves for both financing receivables.

The reason for the higher allowance for credit losses as a percentage of the outstanding investment in leases for the Pennsylvania Live!

Master Lease compared to the Maryland Live!

Lease is primarily due to the significantly higher rent coverage ratio on the Maryland Live!

Lease compared to the Pennsylvania Live!

Master Lease.

Future changes in economic probability factors and earnings assumptions at the underlying facilities may result in non-cash provisions or recoveries in future periods that could materially impact our results of operations.

Lease Assets and Lease Liabilities

13 unchanged sentences

Right-of-use assets - operating leases $ 181,243 $ 183,136

$ 183,136 $ 151,339

Land rights, net 652,824 668,683

Right-of-use assets and land rights, net $ 834,067 $ 851,819

(1) The increase in right of use assets - operating leases relates to a ground lease acquired in connection with the Tropicana Evansville transaction which closed on June 3, 2021.

(2) In addition, there is $ 0.3 million of operating lease right-of-use assets included in assets held for sale for the year ended December 31, 2020.

The Greenville Inn property lease was not renewed by the Company's tenant, resulting in the acceleration of $ 3.4 million of land right amortization expense related to the long-term ground lease at this property and bringing the net book value of this land right to zero at December 31, 2021.

The land rights are amortized over the individual lease term of the related ground lease, including all renewal options, which ranged from 10 years to 92 years at their respective acquisition dates.

5 unchanged sentences

Land rights, net $ 652,824 $ 668,683

The increase from December 31, 2020 relates to land rights recorded in connection with the Tropicana Evansville

acquisition which closed on June 3, 2021.

During the year ended December 31, 2022, the Company recorded $2.7 million of accelerated land right amortization as it donated a portion of the land underlying a ground lease.

As of December 31, 2022, estimated future amortization expense related to the Company’s land rights by fiscal year is as follows (in thousands):

22 unchanged sentences

Total lease cost $ 49,093 $ 38,597

Amortization expense related to the land right intangibles, as well as variable lease costs and the majority of the Company's operating lease costs are recorded within land rights and ground lease expense in the consolidated statements of

The Company's short-term lease costs as well as a small portion of operating lease costs are recorded in both gaming, food, beverage and other expense and general and administrative expense in the consolidated statements of income.

12 unchanged sentences

Operating leases $ — $ 35,372

$ 35,372 $ 95

(1) The Company's cash paid for operating leases is significantly less than the lease cost for the same period due to the majority of the Company's ground lease rent being paid directly to the landlords by the Company's tenants.

Although GLPI expends no cash related to these leases, they are required to be grossed up in the Company's financial statements under ASC 842.

(2) In addition, there is $ 0.2 million and $ 0.3 million related to assets held for sale and other liabilities for operating cash flows from cash paid for amounts included in the measurement of lease liabilities and right-of-use assets obtained for new lease obligations, respectively for the year ended December 31, 2020.

Financing Lease Liabilities

12 unchanged sentences

Present value of finance lease liability $ 53,792

Goodwill and Intangible Assets

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

The only goodwill of the Company was recorded on the books of Hollywood Casino Baton Rouge, in connection with Penn's purchase of this entity prior to the Spin-Off.

The only intangible assets of the Company was related to Hollywood Casino Perryville's gaming license that was recognized by Penn prior to the Spin-Off.

The original assets and liabilities of GLPI, including goodwill and intangible assets were recorded at their respective historical carrying values at the time of the Spin-Off in accordance with the provisions of ASC 505.

There were no changes in the carrying value of goodwill or intangible assets for the years ended December 31, 2020 and 2019.

As described in Note 6, the Company's goodwill and intangible asset balance at December 31, 2020 had been reclassified to Assets held for sale.

Since the operations of both Hollywood Casino Baton Rouge and Hollywood Casino Perryville were sold in 2021, the Company no longer has any goodwill or intangible assets on its Consolidated Balance Sheet at December 31, 2021.

Fair Value of Financial Assets and Liabilities

3 unchanged sentences

The fair value of the Company’s cash and cash equivalents approximates the carrying value of the Company’s cash and cash equivalents, due to the short maturity of the cash equivalents.

Investment in leases, financing receivables, net

The fair value of the Company's net investment in leases, financing receivables, is based on the value of the underlying

real estate property the Company owns related to the Maryland Live!

Lease and the Pennsylvania Live!

Master Lease.

initial fair value was the price paid by the Company to acquire the real estate.

The initial fair value is then adjusted for changes

in the commercial real estate price index and as such is a Level 3 measurement as defined under ASC 820.

Deferred Compensation Plan Assets

9 unchanged sentences

Cash and cash equivalents $ 239,083 $ 239,083 $ 724,595 $ 724,595

$ 724,595 $ 724,595 $ 486,451 $ 486,451

Investment in leases, financing receivables, net 1,903,195 1,900,971 1,201,670 1,213,896

1,201,670 1,213,896 — —

Deferred compensation plan assets

4 unchanged sentences

Senior unsecured notes 6,175,000 5,715,963 6,175,000 6,645,574

(1) In addition, there was $ 22.1 million in cash and cash equivalents in assets held for sale at December 31, 2020.

(2) The fair value materially approximates the purchase price of the acquisition of these financial assets given the transaction closed on December 29, 2021.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

4 unchanged sentences

(in thousands)

Unsecured $ 1,175 million revolver

Unsecured revolver $ — $ —

Unsecured term loans A-2 — 424,019

Term Loan Credit Facility — —

$ 500 million 5.375 % senior unsecured notes due November 2023

15 unchanged sentences

$ 800 million 3.250 % senior unsecured notes due January 2032

800,000 800,000

Other 583 725

4 unchanged sentences

The following is a schedule of future minimum repayments of long-term debt as of December 31, 2022 (in thousands):

2023 $ 500,149

Over 5 years 3,450,000

Total minimum payments $ 6,175,583

Term Loan Credit Agreement

On September 2, 2022, GLP Capital entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent (“Term Loan Agent”), and the other agents and lenders party thereto from time to time, providing for a $ 600 million delayed draw credit facility with a maturity date of September 2, 2027 (the “Term Loan Credit Facility”).

The Term Loan Credit Facility is guaranteed by GLPI.

The availability of loans under the Term Loan Credit Facility is subject to customary conditions, including pro forma compliance with financial covenants, and the receipt by Term Loan Agent of a conditional guarantee of the Term Loan Credit Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP Capital, GLPI and all sources other than Bally’s.

The loans under the Term Loan Credit Facility may be used solely to finance a portion of the purchase price of the acquisition of one or more specified properties of Bally’s in one or a series of related transactions (the “Acquisition”) and to pay fees, costs and expenses incurred in connection therewith.

As described in Note 19, the Company drew down the entire $600 million Term Loan Credit Facility on January 3, 2023 in connection with the acquisition of the real property assets of Bally's Biloxi and Bally's Tiverton.

Subject to customary conditions, including pro forma compliance with financial covenants, GLP Capital can obtain additional term loan commitments and incur incremental term loans under the Term Loan Credit Agreement, so long as the aggregate principal amount of all term loans outstanding under the Term Loan Credit Facility does not exceed $1.2 billion plus up to $60 million of transaction fees and costs incurred in connection with the Acquisition.

There is currently no commitment in respect of such incremental loans and commitments.

Interest Rate and Fees

The interest rates per annum applicable to loans under the Term Loan Credit Facility are, at GLP Capital's option, equal to either a Secured Overnight Financing Rate ("SOFR") based rate or a base rate plus an applicable margin, which ranges from 0.85 % to 1.7 % per annum for SOFR loans and 0.0 % to 0.7 % per annum for base rate loans, in each case, depending on the credit ratings assigned to the Term Loan Credit Facility.

The current applicable margin is 1.30 % for SOFR loans and 0.30 % for base rate loans.

In addition, GLP Capital will pay a commitment fee on the unused commitments under the Term Loan Credit Facility at a rate that ranges from 0.125 % to 0.3 % per annum, depending on the credit ratings assigned to the Credit Facility from time to time.

The current commitment fee rate is 0.25 %.

Amortization and Prepayments

The Term Loan Credit Facility is not subject to interim amortization.

GLP Capital is required to prepay outstanding term loans with 100% of the net cash proceeds from the issuance of other debt that is unconditionally guaranteed by GLPI and conditionally guaranteed by Bally’s (“Alternative Acquisition Debt”) that is received by GLPI, GLP Capital or any of their subsidiaries after the funding date of the Term Loan Facility (other than any incremental term loans under the Term Loan Credit Agreement and loans under the Bridge Revolving Facility (as defined below)) except to the extent such net cash proceeds are applied to repaying outstanding loans under the Bridge Revolving Facility.

GLP Capital is not otherwise required to repay any loans under the Term Loan Credit Facility prior to maturity.

GLP Capital may prepay all or any portion of the loans under the Term Loan Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders, and may reborrow loans that it has repaid.

Unused commitments under the Term Loan Credit Facility automatically terminate on August 31, 2023.

Certain Covenants and Events of Default

The Term Loan Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, including GLP Capital, to grant liens on their assets, incur indebtedness, sell assets, engage in acquisitions, mergers or consolidations, or pay certain dividends and make other restricted payments.

The financial covenants include the following, which are measured quarterly on a trailing four-quarter basis:

(i) maximum total debt to total asset value ratio, (ii) maximum senior secured debt to total asset value ratio, (iii) maximum ratio of certain recourse debt to unencumbered asset value, and (iv) minimum fixed charge coverage ratio.

GLPI is required to maintain its status as a REIT and is permitted to pay dividends to its shareholders as may be required in order to maintain REIT status.

GLPI is also permitted to make other dividends and distributions, subject to pro forma compliance with the financial covenants and the absence of defaults.

The Term Loan Credit Facility also contains certain customary affirmative covenants and events of default.

The occurrence and continuance of an event of default, which includes, among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants, will enable the lenders to accelerate the loans and terminate the commitments thereunder.

Senior Unsecured Credit Facility

Prior to June 25, 2020, the Company's senior unsecured credit facility (the "Credit Facility"), consisted of a $ 1,175 million revolving credit facility (the "Revolver") with a maturity date of May 21, 2023, and a $ 449 million Term Loan A-1 facility with a maturity date of April 28, 2021.

The Company fully drew down on its Revolver in the first quarter of 2020 to increase its liquidity position and repay certain senior unsecured notes as described below.

On June 25, 2020, the Company entered into an amendment to the Credit Facility (as amended, the "Amended Credit Facility") which extended the maturity date of approximately $ 224 million of outstanding Term Loan A-1 facility borrowings to May 21, 2023, which term loans are now classified as a new tranche of term loans (Term Loans A-2).

Additionally, the Company borrowed incremental Term Loans A-2 totaling $ 200 million.

Furthermore, on June 25, 2020, the Company also closed on an offering of $ 500 million of 4.00 % unsecured senior notes due in January 2031 priced at an issue price equal to 98.827% of the principal amount.

The Company utilized the proceeds from these two financings along with cash on hand to repay all outstanding obligations under its Revolver.

On August 18, 2020, the Company borrowed an additional $ 200 million of 4.00 % unsecured senior notes due in January 2031 priced at an issue price equal to 103.824% of the principal amount.

The Company utilized the net proceeds from this additional borrowing to repay indebtedness under the Term Loan A-1 facility.

At December 31, 2021, the Amended Credit Facility had a gross outstanding balance of $ 424.0 million, consisting of the $ 424.0 million Term Loan A-2 facility.

No amounts were outstanding under the Revolver.

Additionally, at December 31, 2021, the Company was contingently obligated under letters of credit issued pursuant to the Amended Credit Facility with face amounts aggregating approximately $ 0.4 million, resulting in $ 1,174.6 million of available borrowing capacity under the Revolver.

The interest rates payable on the loans are, at the Company's option, equal to either a LIBOR rate or a base rate plus an applicable margin, which ranges from 1.0 % to 2.0 % per annum for LIBOR loans and 0.0 % to 1.0 % per annum for base rate loans, in each case, depending on the credit ratings assigned to the Amended Credit Facility.

At December 31, 2021, the applicable margin was 1.50 % for LIBOR loans and 0.50 % for base rate loans.

In addition, the Company is required to pay a commitment fee on the unused portion of the commitments under the Revolver at a rate that ranges from 0.15 % to 0.35 % per annum, depending on the credit ratings assigned to the Amended Credit Facility.

At December 31, 2021, the commitment fee rate was 0.25 %.

The Company is not required to repay any loans under the Amended Credit Facility prior to maturity and may prepay all or any portion of the loans under the Amended Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any LIBOR breakage costs of the lenders.

The Company's wholly owned subsidiary, GLP Capital, is the primary obligor under the Amended Credit Facility, which is guaranteed by GLPI.

The Company, through GLP Capital, historically had access to a senior unsecured credit facility (the "Amended Credit

Facility") consisting of a $ 1,175 million revolving credit facility and a $ 424 million Term Loan A-2 facility.

Credit Facility was scheduled to mature on May 21, 2023.

On May 13, 2022, GLP Capital terminated its Amended Credit

Facility and entered into a credit agreement (the "Credit Agreement") providing for a $1.75 billion revolving credit facility (the

"Initial Revolving Credit Facility") maturing in May 2026, plus two six-month extensions at GLP Capital's option.

was the primary obligor under the Amended Credit Facility, which was guaranteed by GLPI and GLP Capital is the primary

obligor under the Credit Agreement, which is guaranteed by GLPI.

The Company recorded a debt extinguishment loss of

$ 2.2 million in connection with this transaction.

On September 2, 2022, GLP Capital entered into Amendment No.

1 (the “Amendment”) to the Credit Agreement

among GLP Capital, Wells Fargo Bank, National Association, as administrative agent (“Agent”), and the several banks and

other financial institutions or entities party thereto.

Pursuant to the Credit Agreement, as amended by the Amendment, GLP

Capital has the right, at any time until December 31, 2024, to elect to re-allocate up to $700 million in existing revolving

commitments under the Credit Agreement to a new revolving credit facility (the “Bridge Revolving Facility” and, collectively

with the Initial Revolving Credit Facility, the "Revolver").

Loans under the Bridge Revolving Facility are subject to 1% amortization per annum.

Amounts repaid under the

Bridge Revolving Facility cannot be reborrowed and the corresponding commitments are automatically re-allocated to the

existing revolving facility under the Credit Agreement.

GLP Capital is required to prepay the loans under the Bridge Revolving Facility with 100% of the net cash proceeds from the issuance of Alternative Acquisition Debt that is received by GLPI, GLP

Capital or any of their subsidiaries (other than any term loans under the Term Loan Credit Agreement and any loans under the

Bridge Revolving Facility).

Any outstanding commitments under the Bridge Revolving Facility that have not been borrowed by

December 31, 2024 are automatically re-allocated to the existing revolving facility under the Credit Agreement.

GLP Capital's ability to borrow under the Bridge Revolving Facility is subject to certain conditions including pro

forma compliance with GLP Capital's financial covenants, as well as the receipt by Agent of a conditional guarantee of the

loans under the Bridge Revolving Facility by Bally’s on a secondary basis, subject to enforcement of all remedies against GLP

Capital, GLPI and all sources other than Bally’s.

Loans under the Bridge Revolving Facility will not be treated pro rata with

loans under the existing revolving credit facility.

At December 31, 2022, no amounts were outstanding under the Credit Agreement.

Additionally, at December 31,

2022, the Company was contingently obligated under letters of credit issued pursuant to the Credit Agreement with face

amounts aggregating approximately $ 0.4 million, resulting in $ 1,749.6 million of available borrowing capacity under the Credit

Agreement as of December 31, 2022.

The interest rates payable on the loans borrowed under the Revolver are, at GLP Capital's option, equal to either a

SOFR based rate or a base rate plus an applicable margin, which ranges from 0.725 % to

1.40 % per annum for SOFR loans and 0.0 % to 0.4 % per annum for base rate loans, in each case, depending on the credit ratings

assigned to the Credit Agreement.

The current applicable margin is 1.05 % for SOFR loans and 0.05 % for base rate loans.

Notwithstanding the foregoing, in no event shall the base rate be less than 1.00%.

In addition, GLP Capital will pay a facility

fee on the commitments under the revolving facility, regardless of usage, at a rate that ranges from 0.125 % to 0.3 % per annum,

depending on the credit rating assigned to the Credit Agreement from time to time.

The current facility fee rate is 0.25 %.

Credit Agreement is not subject to interim amortization except with respect to the Bridge Revolving Facility.

GLP Capital is

not required to repay any loans under the Credit Agreement prior to maturity except as set forth above with respect to the

Bridge Revolving Facility.

GLP Capital may prepay all or any portion of the loans under the Credit Agreement prior to

maturity without premium or penalty, subject to reimbursement of any SOFR breakage costs of the lenders and may reborrow

loans that it has repaid.

The Amended Credit Facility contains customary covenants that, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations or pay certain dividends and other restricted payments.

The Amended Credit Facility contains the following financial covenants, which are measured quarterly on a trailing four-quarter basis:

The Amended Credit Facility includes the following financial covenants, which are measured quarterly on a trailing four-quarter basis:

a maximum total debt to total asset value ratio, a maximum senior secured debt to total asset value ratio, a maximum ratio of certain recourse debt to unencumbered asset value and a minimum fixed charge coverage ratio.

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GLPI is also permitted to make other dividends and distributions subject to pro forma compliance with the financial covenants and the absence of defaults.

The Amended Credit Facility also contains certain customary affirmative covenants and events of default,

including the occurrence of a change of control and termination of the Penn Master Lease (subject to certain replacement rights).

The Amended Credit Facility also contains certain customary affirmative covenants and events of default, including the occurrence of a change of control and termination of the PENN Master Lease (subject to certain replacement rights).

The occurrence and continuance of an event of default under the Amended Credit Facility will enable the lenders under the Amended Credit Facility to accelerate the loans and terminate the commitments thereunder.

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On December 13, 2021, the Company issued $ 800 million of 3.25 % senior unsecured notes due January 2032 at an issue price equal to 99.376 % of the principal amount.

The proceeds are being used to partially finance the Company's acquisition of certain real estate assets in the Cordish transaction as described in Note 7.

The proceeds were used to partially finance the Company's acquisition of certain real estate assets in the Cordish transaction.

In the first quarter of 2020, the Company redeemed all $ 215.2 million aggregate principal amount of the Company’s outstanding 4.875 % senior unsecured notes due in November 2020 and all $ 400 million aggregate principal amount of the Company’s outstanding 4.375 % senior unsecured notes due in April 2021, incurring a loss on the early extinguishment of debt related to the redemption of $ 17.3 million, primarily for call premium charges and debt issuance write-offs.

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On August 18, 2020, the Company issued an additional $ 200 million of 4.00 % senior unsecured notes due January 2031 at an issue price equal to 103.824 % of the principal amount to repay Term Loan A-1 indebtedness, incurring a loss on the early extinguishment of debt of $0.8 million, related to debt issuance write-offs.

These bond offerings have extended the maturities of our long-term debt.

On August 29, 2019, the Company issued $ 400 million of 3.35 % Senior Unsecured Notes maturing on September 1, 2024 at an issue price equal to 99.899 % of the principal amount (the "2024 Notes") and $ 700 million of 4.00 % Senior Unsecured Notes maturing on January 15, 2030 at an issue price equal to 99.751 % of the principal amount (the "2030 Notes").

Interest on the 2024 Notes is payable semi-annually on March 1 and September 1 of each year, commencing on March 1, 2020.

Interest on the 2030 Notes is payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2020.

The net proceeds from the sale of the 2024 Notes and 2030 Notes were used to (i) finance the Company's cash tender offer to purchase its 4.875 % Senior Unsecured Notes due 2020 (described below), (ii) repay outstanding borrowings under the Company's revolving credit facility and (iii) repay a portion of the outstanding borrowings under the Company's Term Loan A-1 facility.

On September 12, 2019, the Company completed a cash tender offer (the "2019 Tender Offer") to purchase its $ 1,000 million aggregate principal amount 4.875 % Senior Unsecured Notes due 2020 (the "2020 Notes").

The Company received early tenders from the holders of approximately $ 782.6 million in aggregate principal of the 2020 Notes, or approximately 78 % of its outstanding 2020 Notes, in connection with the 2019 Tender Offer at a price of 102.337 % of the unpaid principal amount plus accrued and unpaid interest through the settlement date.

Subsequent to the early tender deadline, an additional $ 2.2 million in aggregate principal of the 2020 Notes was tendered at a price of 99.337 % of the unpaid principal amount plus accrued and unpaid interest through the settlement date, for a total redemption of $ 784.8 million of the 2020 Notes.

The Company recorded a loss on the early extinguishment of debt related to the 2019 Tender Offer, of approximately $ 21.0 million, for the difference between the reacquisition price of the tendered 2020 Notes and their net carrying value.

These bond offerings extended the maturities of our long-term debt.

The Company may redeem the Senior Notes of any series at any time, and from time to time, at a redemption price of 100 % of the principal amount of the Senior Notes redeemed, plus a "make-whole" redemption premium described in the indenture governing the Senior Notes, together with accrued and unpaid interest to, but not including, the redemption date, except that if Senior Notes of a series are redeemed 90 or fewer days prior to their maturity, the redemption price will be 100 % of the principal amount of the Senior Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date.

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The guarantees of GLPI are full and unconditional.

The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of

the Issuers' senior indebtedness, including the Amended Credit Facility, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.

The Senior Notes are the Issuers' senior unsecured obligations and rank pari passu in right of payment with all of the Issuers' senior indebtedness, including the Amended Credit Facility, and senior in right of payment to all of the Issuers' subordinated indebtedness, without giving effect to collateral arrangements.

The Senior Notes contain covenants limiting the Company’s ability to:

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Commitments and Contingencies

Separation and Distribution Agreements

Pursuant to a Separation and Distribution Agreement between Penn and GLPI, any liability arising from or relating to legal proceedings involving the businesses and operations of Penn’s real property holdings prior to the Spin-Off (other than any liability arising from or relating to legal proceedings where the dispute arises from the operation or ownership of the TRS Properties) will be retained by Penn, and Penn will indemnify GLPI (and its subsidiaries, directors, officers, employees and agents and certain other related parties) against any losses it may incur arising from or relating to such legal proceedings.

Similarly, pursuant to a Separation and Distribution Agreement between Pinnacle's operating company and GLPI (as successor to Pinnacle Entertainment), any liability arising from or relating to legal proceedings involving the business and operations of Pinnacle's real property holdings prior to the Pinnacle Merger will be retained by Pinnacle, and Pinnacle will indemnify GLPI (and its subsidiaries, directors, officers, employees and agents and certain other related parties) against any losses it may incur arising from or relating to such legal proceedings.

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 the Company ultimately succeeds in recovering from Penn any amounts for which the Company is liable, it may be temporarily required to bear those losses.

The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, and other matters arising in the normal course of business.

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The Company makes a discretionary match contribution of 50 % of employees' elective salary deferrals, up to a maximum of 6 % of eligible employee compensation.

The matching contributions for the defined contribution plan were $ 0.3 million for each of the years ended December 31, 2021, 2020 and 2019.

The matching contributions for the defined contribution plan were $ 0.1 million for the year ended December 31, 2022, and $ 0.3 million for each of the years ended December 31, 2021 and 2020.

The Company maintains a non-qualified deferred compensation plan that covers most management and other highly-compensated employees.

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Revenues from Real Estate

As of December 31, 2021, 19 of the Company’s real estate investment properties were leased to a subsidiary of Penn under the Penn Master Lease, an additional 12 of the Company's real estate investment properties were leased to a subsidiary of Penn under the Amended Pinnacle Master Lease, 6 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease and 2 of the Company's real estate properties were leased to a subsidiary of Casino Queen under the Casino Queen Master Lease.

Additionally, the Meadows real estate assets are leased to Penn pursuant to the Meadows Lease and the land under a Penn development facility subject to the Morgantown Lease.

Finally, the Company has single property triple net leases with Caesars under the Lumière Place Lease, Boyd under the Belterra Park Lease, Penn under the Perryville Lease and Cordish under the Maryland Live!

The obligations under the Penn Master Lease and Amended Pinnacle Master Lease, as well as the Meadows Lease, 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 Bally's Master Lease are jointly and severally guaranteed by the parent company and by the subsidiaries that occupy and operate the leased facilities.

As of December 31, 2022, 19 of the Company’s real estate investment properties were leased to a subsidiary of PENN under the PENN Master Lease, an additional 12 of the Company's real estate investment properties were leased to a subsidiary of PENN under the Amended Pinnacle Master Lease, 6 of the Company's real estate investment properties were leased to a subsidiary of Caesars under the Second Amended and Restated Caesars Master Lease, 3 of the Company's real estate investment properties were leased to a subsidiary of Boyd under the Boyd Master Lease, 6 of the Company's real estate investment properties were leased to a subsidiary of Bally's under the Bally's Master Lease, 2 of the Company's real estate investment properties were leased to a subsidiary of Cordish under the Pennsylvania Live!

Master Lease and 2 of the Company's real estate properties were leased to a subsidiary of Casino Queen under the Casino Queen Master Lease.

Additionally, the Meadows real estate assets and Perryville real estate assets are leased to PENN pursuant to the Meadows Lease and Perryville Lease, respectively, and the land under PENN's Hollywood Casino Morgantown is subject to the Morgantown Lease.

Finally, the Company has single property triple net leases with Caesars under the Horseshoe St.

Louis Lease, Boyd under the Belterra Park Lease, Bally's under the Tropicana Lease and Cordish under the Maryland Live!

The obligations under the PENN Master Lease, Amended Pinnacle Master Lease and Morgantown Lease, as well as the Meadows Lease and 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, the Casino Queen Master Lease and Bally's Master Lease are jointly and severally guaranteed by the parent company and by the subsidiaries that occupy and operate the leased facilities.

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.

The obligations under the Maryland Live!

Lease are guaranteed by the subsidiary that operates the facility.

The rent structure under the Penn Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator 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 which equals $22.9 million annually.

Lease and the Pennsylvania Live!

Master Lease are guaranteed by the Cordish subsidiaries that operate the facilities.

The rent structure under the PENN Master Lease includes a fixed component, a portion of which is subject to an annual 2 % escalator 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 which equaled $22.9 million annually due to PENN's acquisition of a competing facility, Greektown Casino-Hotel in Detroit, Michigan.

As described in Note 18, a new master lease was recently 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 were moved to the new lease, are no longer applicable.

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 2 % escalator 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.

The Amended Pinnacle Master Lease reset on May 1, 2020 which resulted in an annual decline of $5.0 million.

On July 23, 2020, the Amended and Restated Caesars Master Lease became effective as described more fully in Note 1.

This modification was accounted for as a new lease which the Company concluded continued to meet the criteria for operating lease treatment.

As a result, the existing deferred revenue at the time of the amendment is being recognized to the income statement over the Amended and Restated Caesars Master Lease's new initial lease term, which now expires in September 2038.

The Company has concluded the renewal options of up to an additional 20 years at the tenants' option are not reasonably certain of being exercised as failure to renew would not result in a significant penalty to the tenant.

As a result, the existing deferred revenue at the time of the amendment is being recognized over the Amended and Restated Caesars Master Lease's new initial lease term, which now expires in September 2038.

The Company concluded the renewal options of up to an additional 20 years at the tenants' option are not reasonably certain of being exercised as failure to renew would not result in a significant penalty to the tenant.

In the fifth and sixth lease years the building base rent escalates at 1.25 %.

In the seventh and eighth lease years it escalates at 1.75 % and then escalates at 2 % in the ninth lease year and each lease year thereafter.

In addition, the guaranteed fixed escalations in the new initial lease term will be recognized on a straight line basis.

In addition, the guaranteed fixed escalations in the new initial lease term are recognized on a straight line basis.

On December 18, 2020, following the receipt of required regulatory approvals, the Company and Caesars completed an 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.

The Waterloo and Bettendorf facilities were added to the Amended and Restated Caesars Master Lease and the rent was increased by $520,000 annually.

This Exchange Transaction resulted in a reconsideration of the Amended and Restated Caesars Master Lease which resulted in the continuation of operating lease

treatment for accounting classification purposes.

The Waterloo and Bettendorf facilities were added to the Second Amended and Restated Caesars Master Lease and the rent was increased by $520,000 annually.

This Exchange Transaction resulted in a reconsideration of the Second Amended and Restated Caesars Master Lease which resulted in the continuation of operating lease treatment for accounting classification purposes.

Additionally, a non cash gain of $ 41.4 million was recorded in other income which reflected the fair value of the Waterloo and Bettendorf facilities which exceeded the net book value of the Tropicana Evansville property and the $ 5.7 million payment at the date of the exchange.

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The annual rent is comprised of a fixed component, part 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 adjusted, every two years to an amount equal to 4 % of the average annual net revenues of Belterra Park during the preceding two years in excess of a contractual baseline.

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 tenants' option.

The Lumière Place Lease's 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 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 tenants' option.

The Horseshoe St.

Louis Lease's 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.

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 $ 31.0 million, at which point the escalator will be reduced to 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.

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.

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

The Bally's Master Lease rent 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 Maryland Live!

Lease rent is $ 75 million and increases by 1.75 % upon the second anniversary of the lease commencement.

This lease was accounted for as an Investment in leases, financing receivable.

See Note 8 for the further information including the future annual cash payments to be received under the lease.

Furthermore, the Company's master leases provide for a floor on the 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 master lease with such tenant).

These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar year immediately preceding the year in

which the competing facility is acquired or first operated by the tenant.

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.

The Bally's Master Lease became effective on June 3, 2021 and rent was $ 40 million annually at inception subject to contractual escalations based on the CPI, with a 1% floor and 2 % ceiling, subject to the CPI meeting a 0.5% threshold.

On December 29, 2021, the Maryland Live!

Lease with Cordish became effective, with annual rent of $ 75 million which increases by 1.75 % upon the second anniversary of the lease commencement.

The Pennsylvania Live!

Master Lease with Cordish became effective March 1, 2022 with annual rent of $ 50 million initially, which also increases by 1.75 % 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 master leases that contain variable rent provide for a floor on such rent, 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 master lease with such tenant).

These clauses provide landlord protections by basing the percentage rent floor for any affected facility on the net revenues of such facility for the calendar year immediately preceding the year in which the competing facility is acquired or first operated by the tenant.

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.

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(1) all facility maintenance, (2) all insurance required in connection with the leased properties and the business conducted on the leased properties, including coverage of the landlord's interests, (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor) and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

The Company determined, based on facts and circumstances prevailing at the time of each lease's inception, that neither Penn nor Casino Queen could continue as a going concern without the property(ies) that are leased to them under the Penn Master Lease and the Casino Queen Master Lease.

At lease inception, all of Casino Queen's revenues and substantially all of Penn's revenues were generated from operations in connection with the leased properties.

There are also various legal restrictions in the jurisdictions in which Penn and Casino Queen operate that limit the availability and location of gaming facilities, which makes relocation or replacement of the leased gaming facilities restrictive and potentially impracticable or unavailable.

Moreover, under the terms of the Penn Master Lease, Penn must make renewal elections with respect to all of the leased property together;

the tenant is not entitled to selectively renew certain of the leased property while not renewing other property.

Accordingly, the Company concluded that failure by Penn or Casino Queen to renew the Penn Master Lease or Casino Queen Lease, respectively, would impose a significant penalty on such tenant such that renewal of all lease renewal options appeared at lease inception to be reasonably assured.

Therefore, the Company concluded that the term of the Penn Master Lease and the Casino Queen Lease is 35 years, equal to the initial 15-year term plus all four of the 5-year renewal options.

During 2022, the PENN Master Lease required an accounting reassessment due to a lease amendment resulting in a lease modification for accounting purposes.

The Company concluded the lease term should end at the current lease expiration date of October 31, 2033 and not include any of the three remaining renewal terms of 5 years each.

This was due to several factors that were not present at the inception of the original PENN Master Lease.

Since the formation of the Company on November 1, 2013, the Company has amended and reassessed four of its nine leases that were originated prior to 2021.

All four of these reassessments were done before the completion of their initial lease terms and were the result of significant lease amendments.

Additionally, Pinnacle sold its operations to PENN for fair value whose underlying real estate for the casino operations were leased from the Company.

PENN has significantly diversified its earnings stream since the inception of the PENN Master Lease such that the leased operations in the PENN Master Lease no longer represent substantially all of PENN's revenues and earnings.

We believe all these factors preclude the Company from concluding all renewal periods are reasonably assured to be exercised in the PENN Master Lease.

The Casino Queen Master Lease became effective December 17, 2021 and required an accounting reassessment due to changes in the rent and lease terms.

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All four of these reassessments were done before the completion of their original initial lease terms.

Additionally, Pinnacle sold its operations to Penn for fair value whose underlying real estate for the casino operations were leased from the Company.

Finally, additional competitive threats have emerged in the regional markets for the properties in the Casino Queen Master Lease that were not present previously, particularly in the state of Illinois with respect to additional competitive pressures from video gaming terminals that have rapidly expanded in the state and continue to take market share from land based casinos.

have rapidly expanded in the state and continue to take market share from land based casinos.

We believe all these factors preclude the Company from concluding all renewal periods are reasonably assured to be exercised in the Casino Queen Master Lease.

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The deferred rent and fixed minimum lease payments at October 1, 2020 are being recognized on a straight-line basis over the new initial lease term ending on May 1, 2031.

Because the Meadows Lease was a single property lease operated by a large multi-property operator, GLPI concluded it was not reasonably assured at lease inception that the operator would elect to exercise any lease renewal options.

Because the Meadows Lease is a single property lease operated by a large multi-property operator, GLPI concluded it was not reasonably assured at lease inception that the operator would elect to exercise any lease renewal options.

Therefore, the Company concluded that the lease term of the Meadows Lease is 10 years, equal to the initial 10-year term only.

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Based upon similar fact patterns, the Company concluded it was not reasonably assured at lease inception that Caesars or Boyd would elect to exercise all lease renewal options under the Caesars Master Lease and the Boyd Master Lease as the earnings from these properties did not represent a meaningful portion of either tenant's business at lease inception;

therefore, the Company concluded that the lease term of the Amended and Restated Caesars Master Lease was its remaining initial lease term which was extended by 5 years when the Amended and Restated Caesars Master Lease became effective on July 23, 2020.

The lease term of the Boyd Master Lease is 10 years, equal to the initial term of such master lease.

The Belterra Park Lease, Perryville Lease, Morgantown Lease, Maryland Live!

Lease and Lumière Park Lease are single property leases operated by large-multi-property operators and as such the Company concluded it was not reasonably assured at lease inception that the operator would elect to exercise any renewal options;

The Belterra Park Lease, Morgantown Lease, Maryland Live!

Lease, Tropicana Lease, Horseshoe St.

Louis Lease and the Perryville Lease are single property leases operated by large-multi-property operators and as such the Company concluded it was not reasonably assured at lease inception that the operator would elect to exercise any renewal options;

as such the lease term of these leases is equal to their initial terms.

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Ground rent in revenue 33,034

Accretion on financing receivables 19,442

Other rental revenue 589

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The Company may periodically loan funds to casino owner-operators for the purchase of real estate.

Interest income related to real estate loans is recorded as revenue from real estate within the Company's consolidated statements of income in

the period earned.

During the years ended December 31, 2020 and 2019, the Company recognized interest income from these real estate loans of $ 19.1 million and $ 28.9 million, respectively.

No loans were outstanding during the year ended December 31, 2021.

Interest income related to real estate loans is recorded as revenue from real estate within the Company's consolidated statements of income in the period earned.

No loans were outstanding during the year ended December 31, 2022 and 2021.

Gaming, Food, Beverage and Other Revenues

Gaming revenue generated by the TRS Properties mainly consists of revenue from slot machines, and to a lesser extent, table game and poker revenue.

Gaming revenue is recognized net of certain sales incentives, including promotional allowances in accordance with ASC 606.

The Company also defers a portion of the revenue received from customers (who participate in the points-based loyalty programs) at the time of play until a later period when the points are redeemed or forfeited.

Other revenues at our TRS Properties are derived from our dining, retail and certain other ancillary activities.

During the years ended December 31, 2021, 2020 and 2019, the Company recognized gaming, food, beverage and other revenue of $ 109.7 million, $ 103.0 million, and $ 128.4 million, respectively.

Finally, the Company recorded $ 3.5 million of insurance recoveries related to business interruption insurance at December 31, 2021 related to the temporary closures of the Company's TRS Properties during 2020.

This amount was recorded as a reduction in other expenses on the Consolidated Statements of Income.

Prior to the sale of operations of the TRS Properties in 2021, gaming revenue generated by the TRS Properties mainly consisted of revenue from slot machines, and to a lesser extent, table game and poker revenue.

Gaming revenue was recognized net of certain sales incentives, including promotional allowances in accordance with ASC 606.

The Company also deferred a portion of the revenue received from customers (who participated in the points-based loyalty programs) at the time of play until a later period when the points were redeemed or forfeited.

Other revenues at our TRS Properties were derived from our dining, retail and certain other ancillary activities.

During the years ended December 31, 2021 and 2020, the Company recognized gaming, food, beverage and other revenue of $ 109.7 million, and $ 103.0 million, respectively.

Stock-Based Compensation

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More specifically, the percentage of shares vesting at the end of the measurement period will be based on the Company’s three-year total shareholder return measured against the three-year total shareholder return of the companies included in the MSCI US REIT index and the Company's stock performance ranking among a group of triple-net REIT peer companies.

The triple-net measurement group includes publicly traded REITs, which the Company believes derive at least 75 % of revenues from triple-net leases and meet a minimum market capitalization.

As of December 31, 2022, there was $ 14.0 million of total unrecognized compensation cost for performance-based restricted stock awards, which will be recognized over the awards' remaining weighted average vesting period of 1.73 years.

For the years ended December 31, 2021, 2020 and 2019, the Company

recognized $ 9.6 million, $ 10.7 million and $ 8.7 million, respectively, of compensation expense associated with these awards.

For the years ended December 31, 2022, 2021 and 2020, the Company recognized $ 12.5 million, $ 9.6 million and $ 10.7 million, respectively, of compensation expense associated with these awards.

The total fair value of performance-based stock awards released during the years ended December 31, 2022, 2021, and 2020 was $ 18.5 million, $ 14.9 million, and $ 23.4 million respectively.

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The Company elected on its U.S.

federal income tax return for its taxable year that began on January 1, 2014 to be treated as a REIT.

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

The benefits of the intended REIT conversion on the Company's tax provision and effective income tax rate are reflected in the tables below.

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As a result of the Tax Cuts and Jobs Act, the corporate tax rate was permanently lowered from the previous maximum rate of 35% to 21%, effective for tax years including or commencing January 1, 2018.

The components of the Company's deferred tax assets and liabilities are as follows:

As of December 31, 2022, the Company no longer has activity in its TRS nor does it have deferred tax assets.

The components of the Company's deferred tax assets and liabilities as of December 31, 2021 are as follows:

Year ended December 31, 2021

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Deferred tax assets:

Accrued expenses $ — $ 1,508

Property and equipment $ 11

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Net deferred tax assets —

Deferred tax liabilities:

Property and equipment ( 240 ) ( 556 )

Intangibles — ( 1,813 )

Net deferred tax liabilities ( 240 ) ( 2,369 )

The carrying amounts of deferred tax assets have been reduced by a valuation allowance if, based on the available evidence, it is more likely than not that such assets will not be realized.

In assessing the requirement for, and amount of, a valuation allowance in accordance with the more likely than not standard for all periods, the Company gives appropriate consideration to all positive and negative evidence related to the realization of the deferred tax assets.

As of December 31, 2021 and 2020, the valuation allowance against deferred tax assets was $ 1.8 million and $ 1.7 million, respectively.

The valuation allowance balance is associated mainly with net operating losses, disallowed interest expense carryforward, and other additional deferred tax assets.

The carrying amounts of deferred tax assets were reduced by a valuation allowance if, based on the available evidence, it was more likely than not that such assets will not be realized.

In assessing the requirement for, and amount of, a valuation allowance in accordance with the more likely than not standard for all periods, the Company gave appropriate consideration to all positive and negative evidence related to the realization of the deferred tax assets.

As of December 31, 2021, the valuation allowance was associated mainly with net operating losses, disallowed interest expense carryforward, and other additional deferred tax assets.

Deferred tax assets, net are included within other assets on the Consolidated Balance Sheets.

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REIT conversion benefit ( 19.2 ) % ( 19.3 ) % ( 21.0 ) %

Goodwill impairment charges — % — % — %

Permanent differences 0.7 % — % — %

Other miscellaneous items — % — % 0.1 %

2.4 % 5.0 % 0.8 %

The increase in the effective income tax rate for the year ended December 31, 2021 is primarily due to the sale of the membership interests of Louisiana Casino Cruises, LLC, the sale of the membership interests of Penn Cecil Maryland, LLC and the liquidation of GLP Holdings, Inc.

Year ended December 31, 2022 2021 2020

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Assumed conversion of performance-based restricted stock awards

606 880 1,002

Diluted weighted-average common shares outstanding 253,846 236,231 219,773

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Antidilutive securities excluded from the computation of diluted earnings per share — 70 —

On July 1, 2022, the Company issued 7,935,000 shares of its common stock, generating net proceeds of approximately

$ 350.8 million.

On August 14, 2019, the Company commenced a continuous equity offering under which the Company may sell up to an aggregate of $ 600 million of its common stock from time to time through a sales agent in "at the market" offerings (the "2019 ATM Program").

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Program commencement to date, the Company has sold 10,755,679 of its common stock at an average price of $ 49.67 per share, which generated net proceeds of approximately $ 531.5 million.

As of December 31, 2021, the Company had $ 327.7 million remaining for issuance under the 2019 ATM Program and had not entered into any forward sale agreements.

In November 2022, the Company exhausted the capacity under its 2019 ATM Program and then in December 2022, entered into a new continuous equity offering under which the Company may sell up to $1 billion of its common stock from time to time through a sales agent in "at the market" offerings (the "2022 ATM Program").

As of December 31, 2022, the Company had $ 1.0 billion remaining for issuance under the 2022 ATM Program.

During the fourth quarter of 2021 and 2020, the Company issued 8.9 million shares at $ 44.24 per share and 9.2 million shares at $ 36.25 per share, respectively of common stock to partially finance the funding required for the Cordish and Bally's transactions, respectively.

See Note 6 for further details.

In August 2022, the Company entered into a forward sale agreement (the "August 2022 Forward Sale Agreement"), for up to $105 million.

No amounts have been or will be recorded on the Company's balance sheet with respect to the August 2022 Forward Sale Agreement until settlement.

The August 2022 Forward Sale Agreement requires the Company to, at its election prior to August 19, 2023, physically settle the transactions by issuing shares of its common stock to the forward counterparty in exchange for net proceeds at the then applicable forward sale price specified by the August 2022 Forward Sale Agreement.

The forward sale price is subject to adjustment on a daily basis based on a floating interest rate factor and will decrease by other specified fixed amounts.

Until settlement of the August 2022 Forward Sale Agreement, earnings per share dilution resulting from the August 2022 Forward Sale Agreement will be determined under the treasury stock method.

Share dilution occurs when the average market price of the Company's common stock is higher than the average forward sales price (which is reduced by the maximum specified fixed amounts in the contract).

The August 2022 Forward Sale Agreement had no dilutive impact for the year ended December 31, 2022.

As described in Note 18, the Company settled the August 2022 Forward Sale Agreement in February 2023.

Noncontrolling Interests

As partial consideration for the Cordish transaction (See Note 1), the Company's operating partnership issued 4,348,774 newly-issued operating partnership units ("OP Units") to affiliates of Cordish.

As partial consideration for the Cordish transaction (See Note 1), the Company's operating partnership issued OP Units to affiliates of Cordish.

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

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").

As of December 31, 2022, the Company holds a 97.3 % controlling financial interest in the operating partnership.

Therefore, the Company consolidates the accounts of the operating partnership, and reflects the third party ownership in this entity as a noncontrolling interest in the Consolidated Balance Sheet.

The Company paid $ 20.7 million in distributions to the non-controlling interest holders concurrently with the dividends paid to the Company's common shareholders, during the year ended December 31, 2022.

The following table lists the regular dividends declared and paid by the Company during the years ended December 31, 2022, 2021 and 2020:

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November 23, 2022 December 9, 2022 Common Stock $ 0.705 Fourth Quarter 2022 December 23, 2022 $ 183,813

February 22, 2021 March 9, 2021 Common Stock $ 0.65 First Quarter 2021 March 23, 2021 $ 151,308

May 20, 2021 June 11, 2021 Common Stock $ 0.67 Second Quarter 2021 June 25, 2021 $ 156,876

August 27, 2021 September 10, 2021 Common Stock $ 0.67 Third Quarter 2021 September 24, 2021 $ 159,426

November 29, 2021 December 9, 2021 Common Stock $ 0.67 Fourth Quarter 2021 December 23, 2021 $ 165,628

December 17, 2021 December 27, 2021 Common Stock $ 0.24 Fourth Quarter 2021 January 7, 2022 $ 59,330

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November 5, 2020 November 16, 2020 Common Stock $ 0.60 Fourth Quarter 2020 December 24, 2020 $ 137,943

February 19, 2019 March 8, 2019 Common Stock $ 0.68 First Quarter 2019 March 22, 2019 $ 145,954

May 28, 2019 June 14, 2019 Common Stock $ 0.68 Second Quarter 2019 June 28, 2019 $ 145,978

August 20, 2019 September 6, 2019 Common Stock $ 0.68 Third Quarter 2019 September 20, 2019 $ 145,984

November 26, 2019 December 13, 2019 Common Stock $ 0.70 Fourth Quarter 2019 December 27, 2019 $ 150,285

(1) Dividend distributed on June 26, 2020 was paid $ 25.8 million in cash and $ 103.2 million in stock ( 2,697,946 shares at $ 38.2643 ).

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Dividends distributed to the Company's employees on December 24, 2020 were paid $ 34 thousand in cash and $ 118 thousand in stock ( 2,722 shares at $ 43.3758 ).

A summary of the Company's common stock distributions for the years ended December 31, 2021, 2020 and 2019 is as follows (unaudited):

A summary of the Company's taxable common stock distributions for the years ended December 31, 2022, 2021 and 2020 is as follows (unaudited):

Year Ended December 31,

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100.00 % 100.00 % 100.00 %

(1) A portion of the $ 0.24 dividend declared on December 27, 2021 and paid on January 7, 2022 is treated as a 2022 distribution for federal income tax purposes.

Segment Information

The following tables present certain information with respect to the Company’s segments.

As discussed in Note 1, due to the recently completed transactions in the TRS Segment, the Company anticipates that GLP Capital will be the Company's only reportable segment in 2022.

Intersegment revenues between the Company’s segments were not material in any of the periods presented below.

GLP Capital TRS Segment Total

(in thousands)

For the year ended December 31, 2021

Total revenues $ 1,102,653 $ 113,698 $ 1,216,351

Income from operations 781,226 60,542 841,768

Interest expense (1)

265,634 17,403 283,037

Income before income taxes 515,787 46,641 562,428

Income tax expense 904 27,438 28,342

Net income 514,883 19,203 534,086

Depreciation 232,214 4,220 236,434

Capital project expenditures

9,834 4,092 13,926

Capital maintenance expenditures 65 2,205 2,270

For the year ended December 31, 2020

Total revenues $ 1,050,166 $ 102,999 $ 1,153,165

Income from operations 792,467 16,807 809,274

Interest expense (1)

266,163 15,979 282,142

Income before income taxes 508,757 831 509,588

Income tax expense 697 3,180 3,877

Net income (loss) 508,060 ( 2,349 ) 505,711

Depreciation 222,041 8,932 230,973

Capital project expenditures — 474 474

Capital maintenance expenditures 186 2,944 3,130

For the year ended December 31, 2019

Total revenues $ 1,025,082 $ 128,391 $ 1,153,473

Income from operations 694,215 23,208 717,423

Interest expense (1)

291,114 10,406 301,520

Income before income taxes 382,841 12,804 395,645

Income tax expense 657 4,107 4,764

Net income 382,184 8,697 390,881

Depreciation 232,708 7,727 240,435

Capital project expenditures — — —

Capital maintenance expenditures 22 2,995 3,017

Balance sheet at December 31, 2021

Total assets $ 10,386,561 $ 303,888 $ 10,690,449

Balance sheet at December 31, 2020

Total assets $ 8,590,190 $ 444,178 $ 9,034,368

(1) Interest expense is net of intercompany interest eliminations of $ 17.4 million for the year ended December 31, 2021 compared to $ 16.0 million and $ 10.4 million for the years ended December 31, 2020 and 2019, respectively.

(1) A portion of the $ 0.24 dividend declared on December 27, 2021 and paid on January 7, 2022 is treated as a 2022 distribution and a portion is treated as a 2021 distribution for federal income tax purposes.

Supplemental Disclosures of Cash Flow Information and Noncash Activities

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Noncash Investing and Financing Activities

On March 1, 2022, as part of the consideration for the real estate assets acquired pursuant to the Pennsylvania Live!

Master Lease, the Company issued approximately 3.0 million OP Units that were valued at $137.0 million and assumed debt of

$422.9 million that was repaid after closing with the offsetting increase to Investment in leases, financing receivables.

On December 29, 2021, as part of the consideration for the real estate assets of Live!

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In connection with the June 3, 2021 transaction with Bally's the Company recorded a $36.4 million increase to right of use assets and land rights, net and lease liabilities for a right of use liability associated with a land lease.

As described in Note 1 and Note 6, during the year ended December 31, 2021, the Company sold the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge and leased the underlying real estate to third party operators.

As described in Note 1, during the year ended December 31, 2021, the Company sold the operations of Hollywood Casino Perryville and Hollywood Casino Baton Rouge and leased the underlying real estate to third party operators.

This resulted in the reclassification of $67.1 million of net assets from property, plant and equipment used in operations to real estate investments, net on the Consolidated Balance Sheets.

On January 1, 2019, in conjunction with its adoption of ASU 2016-02, the Company recorded right-of-use assets and related lease liabilities of $ 203 million on its Consolidated Balance Sheet to represent its rights to underlying assets and future lease obligations.

In 2020, the Company acquired from PENN the real property associated with the Tropicana Las Vegas in exchange for rent credits of $ 307.5 million and the land at PENN's development facility in Morgantown, Pennsylvania for rent credits of $ 30 million.

For the year ended December 31, 2020, the Company also acquired the real property of Belterra Park in satisfaction of the Belterra Park Loan of $57.7 million held on the property, subject to the Belterra Park Lease and acquired the real property of Lumière Place in satisfaction of the $246.0 million CZR loan subject to the Lumière Place Lease.

real property of Horseshoe St.

Louis in satisfaction of the $ 246.0 million CZR loan subject to the Horseshoe St.

In addition, as described in Note 1, the Company entered into an Exchange Agreement pursuant to which Caesars transferred to the Company the real estate assets of Waterloo and Bettendorf for the real estate assets of Tropicana Evansville and a cash payment of $5.7 million.

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The Company did not engage in any other noncash investing and financing activities during the years ended December 31, 2022, 2021 and 2020.

Subsequent Events

On October 10, 2022, the Company announced that it agreed to create a new master lease with PENN for seven of PENN's current properties.

The companies have also agreed to a funding mechanism to support PENN's pursuit of relocation and development opportunities at several of the properties included in the new master lease.

The transaction, including the creation of the new master lease, became effective in 2023.

Pursuant to this agreement, the current PENN master lease was amended to remove PENN's properties in Aurora and Joliet, Illinois;

Columbus and Toledo, Ohio;

and Henderson, Nevada and those properties were added to a new master lease.

In addition, the existing leases for the Hollywood Casino at The Meadows in Pennsylvania and Hollywood Casino Perryville in Maryland were terminated and these properties were transferred into the new master lease (the "New Penn Master Lease").

GLPI agreed to fund up to $225 million for the relocation of PENN's riverboat casino in Aurora at a 7.75% cap rate and, if requested by PENN, will fund up to $350 million for the relocation of the Hollywood Casino Joliet as well as the construction of hotels at Hollywood Casino Columbus and a second hotel tower at the M Resort Spa Casino at then current market rates.

The terms of the New Penn Master Lease and the amended PENN master lease are substantially similar to the current PENN master lease with the following key differences;

• The New Penn Master Lease is cross-defaulted and co-terminus with the amended PENN master lease.

• The initial term of the New Penn Master Lease expires on October 31, 2033, with three 5-year extensions at PENN’s option.

• All rent in the New Penn Master Lease is fixed with annual escalation of 1.50 %, with the first escalation expected to occur for the lease year beginning on November 1, 2023.

• The rent for the New Penn Master Lease is $ 232.2 million in base rent.

The rent for the amended PENN master lease is $ 284.1 million, consisting of $ 208.2 million of building base rent, $ 43.0 million of land base rent, and $ 32.9 million of percentage rent.

On January 3, 2023, the Company closed its previously announced acquisition from Bally's of the land and real estate assets of Bally's Biloxi and Bally's Tiverton for $ 635.0 million total consideration, inclusive of $15 million in the form of OP units.

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

The initial annual rent for the lease was increased by $ 48.5 million on an annual basis, subject to contractual escalations based on the CPI, with a 1% floor and 2% ceiling, subject to the CPI meeting a 0.5% threshold.

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 Lincoln prior to December 31, 2024 for a purchase price of $ 771 million and additional rent of $ 58.8 million.

Additionally, the Company accessed the entire $ 600.0 million Term Loan Credit Agreement (See Note 10 for further details) in connection with the closing.

On January 13, 2023, the Company announced that it has called for redemption all of the $ 500 million, 5.375 % Senior Notes due in 2023 (the "Notes").

The Company redeemed all of the Notes on February 12, 2023 (the "Redemption Date") for $507.5 million which represented 100% of the principal amount of the Notes plus accrued interest through the Redemption Date.

GLPI funded the redemption of the Notes primarily from cash on hand as well as through the settlement of the August

2022 Forward Sale Agreement that occurred in February 2023 which resulted in the settlement of 1,284,556 shares being issued which raised net proceeds of $64.6 million.

REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

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Bettendorf, IA — 29,636 85,150 — 29,636 85,150 114,786 5,608 2015 12/18/2020 31

Lumiere Place (1)

Horseshoe St.

St Louis, MO — 26,930 219,070 — 26,930 219,070 246,000 16,902 2005 10/1/2020 31

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Las Vegas NV 226,160 — — 226,160 — 226,160 — 1955 04/16/2020 N/A

Bally's Black Hawk Black Hawk, CO 17,537 13,730 — 17,537 13,730 31,267 392 1991 04/01/2022 27

Bally's Quad Cities Casino & Hotel Rock Island, IL 36,848 82,010 — 36,848 82,010 118,858 2,620 2007 04/01/2022 31

— 3,242,009 6,370,651 4,059 3,188,391 6,428,327 9,616,718 1,916,095

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$ — $ 3,249,557 $ 6,379,116 $ ( 2,654 ) $ 3,189,141 $ 6,436,877 $ 9,626,018 $ 1,918,083

(1) During 2020, the Company acquired the real estate of both of these properties in satisfaction of previously outstanding loans, subject to the Belterra Park Lease and the Lumiere Place Lease, respectively.

(2) On December 18, 2020 Caesar's elected to replace Tropicana Evansville with Isle Casino Bettendorf and Isle Casino Waterloo as allowed under the Amended and Restated Caesars Master Lease.

(1) During 2020, the Company acquired the real estate of both of these properties in satisfaction of previously outstanding loans, subject to the Belterra Park Lease and the Horseshoe St.

Lease, respectively.

(2) On December 18, 2020, Caesar's elected to replace Tropicana Evansville with Isle Casino Bettendorf and Isle Casino Waterloo as allowed under the Second Amended and Restated Caesars Master Lease.

(3) On October 1, 2020, the Company and PENN closed on their previously announced transaction whereby GLPI acquired the land under PENN's gaming facility under construction in Morgantown, Pennsylvania in exchange for $30.0 million in rent credits which were fully utilized by PENN in the fourth quarter of 2020.

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(5) This includes undeveloped land the Company owns at locations other than its tenant occupied properties.

The undeveloped land was sold on August 9, 2022.

(6) On April 13, 2021, Bally’s agreed to acquire both GLPI’s non-land real estate assets and PENN's outstanding equity interests in Tropicana Las Vegas Hotel and

At December 31, 2021, the Company classified the building value of Tropicana Las Vegas in Assets held for sale and the land value in Real estate investments, net on the Consolidated Balance Sheet since the transaction is expected to close within 12 months of the most recent balance sheet date.

At December 31, 2020, the Company classified the real property associated with Tropicana Las Vegas as a separate caption on the Consolidated Balance Sheet.

This deal closed on September 26, 2022.

(7) The aggregate cost for federal income tax purposes of the properties listed above was $9.22 billion at December 31, 2022.

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See Note 6 in the Notes to the Consolidated Financial Statements for further information.

MORTGAGE LOANS ON REAL ESTATE

Year Ended December 31, 2020

(in thousands)

Mortgage Loans:

Balance at the beginning of the period $ 57,684

Additions during the period:

New mortgage loans —

Deductions during the period:

Collections of principal —

Other deductions (1)

Balance at the end of the period $ —

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

The are no mortgage loans outstanding as of December 31, 2021 or December 31, 2020, respectively.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data