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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-24 · 43 added, 18 removed, 254 unchanged (19% of the section changed)

11 unchanged sentences

Changes in Internal Control Over Financial Reporting

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

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

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

There have been no changes in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control -- Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2021, of the Company and our report dated February 24, 2022, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2022, of the Company and our report dated February 23, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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OTHER INFORMATION

On February 21, 2023, GLP Capital entered into an amended and restated PENN Master Lease (the “A&R PENN Master Lease”) and entered into a new master lease with affiliates of PENN (the “New PENN Master Lease”), each effective as of January 1, 2023.

The A&R PENN Master Lease removed PENN's properties in Aurora and Joliet, Illinois;

Columbus and Toledo, Ohio;

and Henderson, Nevada and these properties were added to the New PENN Master Lease.

In addition, the existing Meadows Lease and Perryville Lease were terminated and these properties were also added to the New PENN Master Lease.

The PENN tenant parties to the New Penn Master Lease include Penn Tenant LLC, Penn Cecil Maryland, LLC, and PNK Development 33, LLC, each of which is a wholly-owned subsidiary of PENN, directly or indirectly.

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

Base rent for the New Penn Master Lease will be approximately $232.2 million (fixed), with annual escalation of 1.50%, with the first escalation occurring for the lease year beginning on November 1, 2023.

Rent for the A&R PENN Master Lease will be approximately $284.1 million, consisting of approximately $208.2 million of building base rent, approximately $43.0 million of land base rent, and approximately $32.9 million of percentage rent.

The New Penn Master Lease is cross-defaulted, cross collateralized and co-terminus with the A&R PENN Master Lease.

The terms of the A&R PENN Master Lease and the New Penn Master Lease are otherwise materially similar to the terms of the current PENN Master Lease.

Pursuant to the terms of a development agreement with PENN, the Company has agreed to a funding mechanism to support PENN’s pursuit of relocation and development opportunities at several of the properties included in the New PENN Master Lease.

Specifically, the Company has 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, to 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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The information called for in this item is hereby incorporated by reference to the 2023 Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS, FINANCIAL STATEMENT SCHEDULE

Financial Statements.

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Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020

Financial Statement Schedules:

Financial Statement Schedule:

Schedule III.

Real Estate and Accumulated Depreciation as of December 31, 2022

Mortgage Loans on Real Estate as of December 31, 2021

Exhibits, Including Those Incorporated by Reference.

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(Incorporated by reference to Exhibit 10.17 to the Company's annual report on Form 10-K filed on February 13, 2019).

10.18* Ninth Amendment to the Master Lease Agreement, dated as of January 14, 2022, by and among GLP Capital, L.P.

and Penn Tenant, LLC.

10.19* Amended and Restated Master Lease, dated February 21, 2023, by and among GLP Capital, L.P.

and Penn Tenant, LLC

10.20* Master Lease, dated February 21, 2023, by and among GLP Capital, L.P., Penn Tenant LLC, Penn Cecil Maryland, LLC, and PNK Development 33, LLC

10.21 Master Lease, dated April 28, 2016, by and among Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS, LLC.

8 unchanged sentences

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

10.26* Fifth Amendment to the Master Lease, dated January 14, 2022, by and among Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) and Pinnacle MLS, LLC.

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

(Incorporated by reference to Exhibit 10.2 to the Company's current report on Form 8-K, filed on October 16, 2018).

10.24 Consent Agreement by and among Gaming and Leisure Properties, Inc., Gold Merger Sub, LLC, PA Meadows, LLC, WTA II, Inc., CCR Pennsylvania Racing, Inc., Penn National Gaming, Inc., Pinnacle Entertainment, Inc., PNK Development 33, LLC and Pinnacle MLS, LLC dated December 17, 2017.

(Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on December 19, 2017).

10.28 Tax Matters Agreement, dated as of November 1, 2013, by and among Penn National Gaming, Inc.

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(Incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed on July 22, 2015).

10.27 Employee Matters Agreement, dated as of November 1, 2013, by and between Penn National Gaming, Inc.

and Gaming and Leisure Properties, Inc.

(Incorporated by reference to Exhibit 10.4 to the Company's current report on Form 8-K filed on November 7, 2013).

10.28 Employee Matters Agreement, dated April 28, 2016, by and between PNK Entertainment, Inc.

and Gold Merger Sub, LLC (as successor to Pinnacle Entertainment, Inc.) (Incorporated by reference to Exhibit 2.5 to the Company's current report on Form 8-K filed on April 28, 2016).

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

1 unchanged sentence

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

(Inco rporated by reference to Exhibit 10.30 to the Company's ann ual report on Form 10-K filed on Fe bruary 24, 2022).

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

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

(Inco rporated by reference to Exhibit 10.31 to the Company's annual report on Form 10-K filed on February 24, 2022 ) .

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

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

(Incorporated by reference to Exhibit 10.32 to the Company's annual report on Form 10-K filed on February 24, 2022).

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

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

(Incorporated by reference to Exhibit 10.33 to the Company's annual report on Form 10-K filed on February 24, 2022).

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

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

(Incorporated by reference to Exhibit 10.34 to the Company's annual report on Form 10-K filed on February 24, 2022).

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

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

(Incorporated by reference to Exhibit 10.35 to the Company's annual report on Form 10-K filed on February 24, 2022).

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

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

(Incorporated by reference to Exhibit 10.36 to the Company's annual report on Form 10-K filed on February 24, 2022).

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

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

(Incorporated by reference to Exhibit 10.37 to the Company's annual report on Form 10-K filed on February 24, 2022).

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

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

(Incorporated b y reference to Exhibit 10.38 to the Company's annual report on Form 10-K filed on February 24, 2022).

10.40 # Gaming and Leisure Properties, Inc.

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

(Incorporated by reference to Exhibit 10.40 to the Company's annual report on Form 10-K filed on February 24, 2022).

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

1 unchanged sentence

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

10.44 Credit Agreement dated as of May 13, 2022 by and among GLP Capital, L.P., Wells Fargo Bank, National Association, as administrative agent, and the other agents and lenders party thereto from time to time (Incorporated by reference to Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed on July 28, 2022).

10.45 Term Loan Credit Agreement, dated as of September 2, 2022, by and among GLP Capital, L.P., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on September 8, 2022).

10.46 Amendment No.

1 to Credit Agreement, dated as of September 2, 2022, by and among GLP Capital, L.P., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on September 8, 2022).

21* Subsidiaries of the Registrant.

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

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

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

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

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

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

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

32.2* Principal Financial Officer Certification pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes - Oxley Act of 2022.

101 The following financial information from Gaming and Leisure Properties, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL:

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Signature Title Date

Chairman of the Board and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) February 24, 2022

Chairman of the Board and Chief Executive Officer (Principal Executive Officer) February 23, 2023

/s/ DESIREE A.

BURKE Senior Vice President, Chief Accounting Officer and Treasurer (Principal Accounting Officer) February 24, 2022

BURKE Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) February 23, 2023

/s/ CAROL LYNTON

9 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures