PENN Entertainment, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS 1 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in millions, except share and per share data) June 30, 2023 December 31, 2022 Assets Current assets Cash and cash equivalents $ 1,271.6 $ 1,624.0 Accounts receivable, net 289.6 246.4 Prepaid expenses 114.0 106.1 Inventory, net 33.0 11.1 Other current assets 27.5 25.8 Total current assets 1,735.7 2,013.4 Property and equipment, net 3,443.8 4,515.5 Investment in and advances to unconsolidated affiliates 86.4 248.6 Goodwill 2,957.1 2,689.5 Other intangible assets, net 2,218.6 1,738.9 Lease right-of-use assets 6,374.8 6,103.3 Other assets 211.6 192.9 Total assets $ 17,028.0 $ 17,502.1 Liabilities Current liabilities Accounts payable $ 52.4 $ 40.1 Current maturities of long-term debt 56.2 56.2 Current portion of financing obligations 40.3 63.4 Current portion of lease liabilities 328.0 194.3 Accrued expenses and other current liabilities 749.8 804.7 Total current liabilities 1,226.7 1,158.7 Long-term debt, net of current maturities, debt discount and debt issuance costs 2,722.8 2,721.3 Long-term portion of financing obligations 2,406.8 3,970.7 Long-term portion of lease liabilities 6,068.4 5,903.0 Deferred income taxes 261.8 33.9 Other long-term liabilities 132.7 117.9 Total liabilities 12,819.2 13,905.5 Commitments and contingencies (Note 12) Stockholders’ equity Series B Preferred stock ($ 0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding) — — Series C Preferred stock ($ 0.01 par value, 18,500 shares authorized, no shares issued and outstanding) — — Series D Preferred stock ($ 0.01 par value, 5,000 shares authorized, 969 shares issued in both periods, and 354 and 581 shares outstanding) 11.8 19.4 Common stock ($ 0.01 par value, 400,000,000 shares authorized in both periods, 175,540,368 and 172,632,389 shares issued, and 150,373,466 and 152,903,708 shares outstanding) 1.8 1.7 Exchangeable shares ($ 0.01 par value, 768,441 shares authorized in both periods, 700,393 and 697,539 shares issued, 560,388 and 620,019 shares outstanding) — — Treasury stock, at cost, ( 25,166,902 and 19,728,681 shares) ( 779.7 ) ( 629.5 ) Additional paid-in capital 4,353.0 4,220.2 Retained earnings 747.4 154.5 Accumulated other comprehensive loss ( 124.0 ) ( 168.6 ) Total PENN Entertainment stockholders’ equity 4,210.3 3,597.7 Non-controlling interest ( 1.5 ) ( 1.1 ) Total stockholders’ equity 4,208.8 3,596.6 Total liabilities and stockholders’ equity $ 17,028.0 $ 17,502.1 See accompanying notes to the unaudited Consolidated Financial Statements. 2 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the three months ended June 30, For the six months ended June 30, (in millions, except per share data) 2023 2022 2023 2022 Revenues Gaming $ 1,292.8 $ 1,325.6 $ 2,617.4 $ 2,616.8 Food, beverage, hotel, and other 382.0 301.3 730.7 574.3 Total revenues 1,674.8 1,626.9 3,348.1 3,191.1 Operating expenses Gaming 710.6 713.6 1,440.1 1,400.2 Food, beverage, hotel, and other 267.8 186.8 512.1 358.7 General and administrative 380.3 273.8 773.2 569.3 Depreciation and amortization 110.6 150.3 218.1 268.5 Total operating expenses 1,469.3 1,324.5 2,943.5 2,596.7 Operating income 205.5 302.4 404.6 594.4 Other income (expenses) Interest expense, net ( 115.6 ) ( 195.0 ) ( 228.6 ) ( 356.2 ) Interest income 9.9 1.4 20.3 1.8 Income from unconsolidated affiliates 7.2 1.8 9.8 10.5 Gain on Barstool Acquisition, net — — 83.4 — Gain on REIT transactions, net — — 500.8 — Loss on early extinguishment of debt — ( 10.4 ) — ( 10.4 ) Other 5.8 ( 17.8 ) 4.8 ( 58.5 ) Total other income (expenses) ( 92.7 ) ( 220.0 ) 390.5 ( 412.8 ) Income before income taxes 112.8 82.4 795.1 181.6 Income tax expense ( 34.7 ) ( 56.3 ) ( 202.6 ) ( 103.9 ) Net income 78.1 26.1 592.5 77.7 Less: Net loss attributable to non-controlling interest 0.3 — 0.4 0.1 Net income attributable to PENN Entertainment $ 78.4 $ 26.1 $ 592.9 $ 77.8 Earnings per share: Basic earnings per share $ 0.51 $ 0.16 $ 3.86 $ 0.47 Diluted earnings per share $ 0.48 $ 0.15 $ 3.54 $ 0.45 Weighted-average common shares outstanding—basic 152.8 164.8 153.0 166.5 Weighted-average common shares outstanding—diluted 167.9 180.2 168.2 182.3 See accompanying notes to the unaudited Consolidated Financial Statements. 3 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) For the three months ended June 30, For the six months ended June 30, (in millions) 2023 2022 2023 2022 Net income $ 78.1 $ 26.1 $ 592.5 $ 77.7 Other comprehensive income (loss): Foreign currency translation adjustment during the period 36.4 ( 62.7 ) 44.6 ( 26.9 ) Other comprehensive income (loss) 36.4 ( 62.7 ) 44.6 ( 26.9 ) Total comprehensive income (loss) 114.5 ( 36.6 ) 637.1 50.8 Less: Comprehensive loss attributable to non-controlling interest 0.3 — 0.4 0.1 Comprehensive income (loss) attributable to PENN Entertainment $ 114.8 $ ( 36.6 ) $ 637.5 $ 50.9 See accompanying notes to the unaudited Consolidated Financial Statements. 4 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) Three Months Ended June 30, 2023 and 2022 Preferred Stock Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Total PENN Stockholders’ Equity Non-Controlling Interest Total Stockholders’ Equity (in millions, except share data) Shares Amount PENN Entertainment Shares Amount Exchangeable Shares Amount Balance as of April 1, 2023 354 $ 11.8 154,136,908 $ 1.8 560,758 $ — $ ( 679.5 ) $ 4,333.6 $ 669.0 $ ( 160.4 ) $ 4,176.3 $ ( 1.2 ) $ 4,175.1 Share-based compensation arrangements — — 23,391 — — — — 19.7 — — 19.7 — 19.7 Share repurchases — — ( 3,791,258 ) — — — ( 99.8 ) — — — ( 99.8 ) — ( 99.8 ) Common stock issuance — — 4,055 — — — 0.1 — — 0.1 — 0.1 Exchangeable share conversions — — 370 — ( 370 ) — — — — — — — — Currency translation adjustment — — — — — — — — — 36.4 36.4 — 36.4 Net income (loss) — — — — — — — — 78.4 — 78.4 ( 0.3 ) 78.1 Other — — — — — — ( 0.4 ) ( 0.4 ) — — ( 0.8 ) — ( 0.8 ) Balance as of June 30, 2023 354 $ 11.8 150,373,466 $ 1.8 560,388 $ — $ ( 779.7 ) $ 4,353.0 $ 747.4 $ ( 124.0 ) $ 4,210.3 $ ( 1.5 ) $ 4,208.8 Balance as of April 1, 2022 581 $ 19.4 166,161,818 $ 1.7 633,189 $ — $ ( 203.5 ) $ 4,170.4 $ ( 15.9 ) $ ( 18.6 ) $ 3,953.5 $ ( 0.8 ) $ 3,952.7 Share-based compensation arrangements — — 30,551 — — — — 14.5 — — 14.5 — 14.5 Share repurchases — — ( 5,539,177 ) — — — ( 167.0 ) — — — ( 167.0 ) — ( 167.0 ) Common stock issuance — — 64,000 — — — — 2.0 — — 2.0 — 2.0 Exchangeable shares conversions — — 8,531 — ( 8,531 ) — — — — — — — — Currency translation adjustment — — — — — — — — — ( 62.7 ) ( 62.7 ) — ( 62.7 ) Net income — — — — — — — — 26.1 — 26.1 — 26.1 Other — — — — — — — 0.4 — — 0.4 — 0.4 Balance as of June 30, 2022 581 $ 19.4 160,725,723 $ 1.7 624,658 $ — $ ( 370.5 ) $ 4,187.3 $ 10.2 $ ( 81.3 ) $ 3,766.8 $ ( 0.8 ) $ 3,766.0 See accompanying notes to the unaudited Consolidated Financial Statements. 5 Table of Contents Six Months Ended June 30, 2023 and 2022 Preferred Stock Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Total PENN Stockholders’ Equity Non-Controlling Interest Total Stockholders’ Equity (in millions, except share data) Shares Amount PENN Entertainment Shares Amount Exchangeable Shares Amount Balance as of January 1, 2023 581 $ 19.4 152,903,708 $ 1.7 620,019 $ — $ ( 629.5 ) $ 4,220.2 $ 154.5 $ ( 168.6 ) $ 3,597.7 $ ( 1.1 ) $ 3,596.6 Share-based compensation arrangements — — 171,830 — — — — 36.2 — — 36.2 — 36.2 Share issuance in connection with acquisitions — — 2,442,809 — — — — 80.8 — — 80.8 — 80.8 Share repurchases — — ( 5,438,221 ) — — — ( 149.8 ) — — — ( 149.8 ) — ( 149.8 ) Preferred stock conversions ( 227 ) ( 7.6 ) 226,800 — — — — 7.6 — — — — — Common stock issuance — — 4,055 — — — — 0.1 — — 0.1 — 0.1 Exchangeable share issuance — — — — 2,854 — — — — — — — — Exchangeable shares conversions — — 62,485 — ( 62,485 ) — — — — — — — — Currency translation adjustment — — — — — — — — — 44.6 44.6 — 44.6 Net income (loss) — — — — — — — — 592.9 — 592.9 ( 0.4 ) 592.5 Other — — — 0.1 — — ( 0.4 ) 8.1 — — 7.8 — 7.8 Balance as of June 30, 2023 354 $ 11.8 150,373,466 $ 1.8 560,388 $ — $ ( 779.7 ) $ 4,353.0 $ 747.4 $ ( 124.0 ) $ 4,210.3 $ ( 1.5 ) $ 4,208.8 Balance as of January 1, 2022 775 $ 25.8 169,561,883 $ 1.7 653,059 $ — $ ( 28.4 ) $ 4,239.6 $ ( 86.5 ) $ ( 54.4 ) $ 4,097.8 $ ( 0.7 ) $ 4,097.1 Share-based compensation arrangements — — 218,824 — — — — 31.5 — — 31.5 — 31.5 Share repurchases — — ( 9,341,585 ) — — — ( 342.1 ) — — — ( 342.1 ) — ( 342.1 ) Preferred stock conversions ( 194 ) ( 6.4 ) 194,200 — — — — 6.4 — — — — — Common stock issuance — — 64,000 — — — — 2.0 — — 2.0 — 2.0 Exchangeable shares conversions — — 28,401 — ( 28,401 ) — — — — — — — — Currency translation adjustment — — — — — — — — — ( 26.9 ) ( 26.9 ) — ( 26.9 ) Cumulative-effect adjustment upon adoption of ASU 2020-06 — — — — — — — ( 88.2 ) 18.9 — ( 69.3 ) — ( 69.3 ) Net income (loss) — — — — — — — — 77.8 — 77.8 ( 0.1 ) 77.7 Other — — — — — — — ( 4.0 ) — — ( 4.0 ) — ( 4.0 ) Balance as of June 30, 2022 581 $ 19.4 160,725,723 $ 1.7 624,658 $ — $ ( 370.5 ) $ 4,187.3 $ 10.2 $ ( 81.3 ) $ 3,766.8 $ ( 0.8 ) $ 3,766.0 See accompanying notes to the unaudited Consolidated Financial Statements. 6 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the six months ended June 30, (in millions) 2023 2022 Operating activities Net income $ 592.5 $ 77.7 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 218.1 268.5 Amortization of debt discount and debt issuance costs 4.1 4.9 Non-cash interest expense 16.8 12.9 Non-cash operating lease expense 154.8 47.2 Gain on Barstool Acquisition, net ( 83.4 ) — Gain on REIT transactions, net ( 500.8 ) — Holding (gain) loss on equity securities ( 3.1 ) 55.6 Loss on sale or disposal of property and equipment — 7.2 Gain on Hurricane Laura ( 13.6 ) ( 8.8 ) Income from unconsolidated affiliates ( 9.8 ) ( 10.5 ) Return on investment from unconsolidated affiliates 16.8 17.0 Deferred income taxes 111.6 39.6 Stock-based compensation 36.2 31.5 Loss on early extinguishment of debt — 10.4 Changes in operating assets and liabilities, net of businesses acquired Accounts receivable 7.2 7.7 Inventory 0.2 ( 0.8 ) Prepaid expenses and other current assets ( 21.9 ) ( 30.7 ) Other assets ( 9.9 ) 7.6 Accounts payable ( 4.1 ) ( 14.4 ) Accrued expenses ( 50.8 ) ( 23.0 ) Income taxes 21.0 15.4 Operating lease liabilities ( 157.1 ) ( 43.2 ) Other current and long-term liabilities ( 7.8 ) ( 36.6 ) Other 6.7 1.2 Net cash provided by operating activities 323.7 436.4 Investing activities Capital expenditures ( 132.8 ) ( 125.6 ) Consideration paid for Barstool, net of cash acquired ( 314.6 ) — Proceeds from sale of property and equipment 0.1 4.6 Hurricane Laura insurance proceeds 8.8 24.2 Consideration paid for gaming licenses and other intangible assets ( 11.7 ) ( 1.9 ) Other ( 12.7 ) ( 15.0 ) Net cash used in investing activities ( 462.9 ) ( 113.7 ) 7 Table of Contents For the six months ended June 30, (in millions) 2023 2022 Financing activities Proceeds from issuance of long-term debt, net of discounts — 1,545.0 Repayments on credit facilities — ( 1,543.2 ) Principal payments on long-term debt ( 18.8 ) ( 20.5 ) Debt issuance costs — ( 18.2 ) Payments of other long-term obligations ( 0.7 ) ( 9.1 ) Principal payments on financing obligations ( 19.4 ) ( 31.9 ) Principal payments on finance leases ( 23.3 ) ( 53.5 ) Proceeds from exercise of options 1.1 2.8 Repurchase of common stock ( 149.8 ) ( 342.1 ) Other ( 3.2 ) ( 6.6 ) Net cash used in financing activities ( 214.1 ) ( 477.3 ) Effect of currency rate changes on cash, cash equivalents, and restricted cash 1.0 ( 0.6 ) Change in cash, cash equivalents, and restricted cash ( 352.3 ) ( 155.2 ) Cash, cash equivalents, and restricted cash at the beginning of the year 1,644.2 1,880.1 Cash, cash equivalents, and restricted cash at the end of the period $ 1,291.9 $ 1,724.9 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 1,271.6 $ 1,708.3 Restricted cash included in Other current assets 19.1 15.4 Restricted cash included in Other assets 1.2 1.2 Total cash, cash equivalents, and restricted cash $ 1,291.9 $ 1,724.9 Supplemental disclosure: Cash paid for interest, net of amounts capitalized $ 207.4 $ 338.5 Cash payments related to income taxes, net $ 66.0 $ 45.5 Non-cash activities: Accrued capital expenditures $ 15.0 $ 25.5 See accompanying notes to the unaudited Consolidated Financial Statements. 8 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1— Organization and Basis of Presentation Organization : PENN Entertainment, Inc., together with its subsidiaries (“PENN,” the “Company,” “we,” “our,” or “us”), is North America’s leading provider of integrated entertainment, sports content, and casino gaming experiences. As of June 30, 2023, PENN operated 43 properties in 20 states, online sports betting in 17 jurisdictions and iCasino in five jurisdictions, under a portfolio of well-recognized brands including Hollywood Casino®, L’Auberge®, Barstool Sportsbook® and theScore Bet Sportsbook and Casino®. In August 2023, PENN entered into a transformative, exclusive long-term strategic alliance with ESPN, Inc. and ESPN Enterprises, Inc. (together, “ESPN”) relating to online sports betting within the United States. In the fall of 2023, the existing Barstool Sportsbook will be rebranded across all online platforms in the United States as ESPN Bet, and our online product will include a Hollywood-branded integrated iCasino where permitted. PENN’s ability to leverage the leading sports media brands in the United States (ESPN) and Canada (theScore) will position us to significantly expand our digital footprint and efficiently grow our customer ecosystem. This highly differentiated strategy, which is focused on organic cross-sell opportunities, is reinforced by our investment in market-leading retail casinos, sports media assets and technology, including a proprietary state-of-the-art, fully integrated digital sports and iCasino betting platform and an in-house iCasino content studio. PENN’s portfolio is further bolstered by our industry-leading PENN Play TM customer loyalty program, which offers our approximately 27 million members a unique set of rewards and experiences across business channels. The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases; the most significant of which are the AR PENN Master Lease, 2023 Master Lease, PENN Master Lease (prior to January 1, 2023), and Pinnacle Master Lease (as such terms are defined in Note 9, “Leases” and collectively referred to as the “Master Leases”), with Gaming and Leisure Properties, Inc. (Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”). Basis of Presentation: The unaudited Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations and cash flows for the interim periods presented herein are not necessarily indicative of the results that would be achieved during a full year of operations or in future periods. These unaudited Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Note 2— Significant Accounting Policies Principles of Consolidation: The unaudited Consolidated Financial Statements include the accounts of PENN Entertainment, Inc. and its subsidiaries. Investments in and advances to unconsolidated affiliates that do not meet the consolidation criteria of the authoritative guidance for voting interest entities (“VOEs”) or variable interest entities (“VIEs”) are accounted for under the equity method. All intercompany accounts and transactions have been eliminated in consolidation. Reclassifications: Certain reclassifications have been made to conform the prior period presentation. Use of Estimates: The preparation of unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. 9 Table of Contents Segment Information: We have five reportable segments: Northeast, South, West, Midwest, and Interactive. Our gaming and racing properties are grouped by geographic location, and each is viewed as an operating segment with the exception of our two properties in Jackpot, Nevada, which are viewed as one operating segment. We consider our combined Video Gaming Terminal (“VGT”) operations, by state, to be separate operating segments. Interactive includes all of our online sports betting, iCasino and social gaming operations, management of retail sports betting, media, and the operating results of Barstool Sports, Inc. (“Barstool”) (the remaining 64 % of Barstool common stock, not already owned by PENN, was acquired on February 17, 2023) (see Note 6, “Acquisitions and Dispositions” for further information). See Note 16, “Segment Information” and Note 9, “Leases” for further segment and lease structure information, respectively. For financial reporting purposes, we aggregate our operating segments into the following reportable segments: Location Real Estate Assets Lease or Ownership Structure Northeast segment Ameristar East Chicago East Chicago, Indiana Pinnacle Master Lease Hollywood Casino Bangor Bangor, Maine AR PENN Master Lease Hollywood Casino at Charles Town Races Charles Town, West Virginia AR PENN Master Lease Hollywood Casino Columbus Columbus, Ohio 2023 Master Lease Hollywood Casino at Greektown Detroit, Michigan Greektown Lease Hollywood Casino Lawrenceburg Lawrenceburg, Indiana AR PENN Master Lease Hollywood Casino Morgantown Morgantown, Pennsylvania Morgantown Lease (1) Hollywood Casino at PENN National Race Course Grantville, Pennsylvania AR PENN Master Lease Hollywood Casino Perryville Perryville, Maryland 2023 Master Lease Hollywood Casino at The Meadows Washington, Pennsylvania 2023 Master Lease Hollywood Casino Toledo Toledo, Ohio 2023 Master Lease Hollywood Casino York York, Pennsylvania Operating Lease (not with REIT Landlord) Hollywood Gaming at Dayton Raceway Dayton, Ohio AR PENN Master Lease Hollywood Gaming at Mahoning Valley Race Course Youngstown, Ohio AR PENN Master Lease Marquee by PENN (2) Pennsylvania N/A Plainridge Park Casino Plainville, Massachusetts Pinnacle Master Lease South segment 1 st Jackpot Casino Tunica, Mississippi AR PENN Master Lease Ameristar Vicksburg Vicksburg, Mississippi Pinnacle Master Lease Boomtown Biloxi Biloxi, Mississippi AR PENN Master Lease Boomtown Bossier City Bossier City, Louisiana Pinnacle Master Lease Boomtown New Orleans New Orleans, Louisiana Pinnacle Master Lease Hollywood Casino Gulf Coast Bay St. Louis, Mississippi AR PENN Master Lease Hollywood Casino Tunica Tunica, Mississippi AR PENN Master Lease L’Auberge Baton Rouge Baton Rouge, Louisiana Pinnacle Master Lease L’Auberge Lake Charles Lake Charles, Louisiana Pinnacle Master Lease Margaritaville Resort Casino Bossier City, Louisiana Margaritaville Lease West segment Ameristar Black Hawk Black Hawk, Colorado Pinnacle Master Lease Cactus Petes and Horseshu Jackpot, Nevada Pinnacle Master Lease M Resort Spa Casino Henderson, Nevada 2023 Master Lease Zia Park Casino Hobbs, New Mexico AR PENN Master Lease Midwest segment Ameristar Council Bluffs Council Bluffs, Iowa Pinnacle Master Lease Argosy Casino Alton (3) Alton, Illinois AR PENN Master Lease Argosy Casino Riverside Riverside, Missouri AR PENN Master Lease Hollywood Casino Aurora Aurora, Illinois 2023 Master Lease Hollywood Casino Joliet Joliet, Illinois 2023 Master Lease Hollywood Casino at Kansas Speedway (4) Kansas City, Kansas Owned - Joint Venture Hollywood Casino St. Louis Maryland Heights, Missouri AR PENN Master Lease Prairie State Gaming (2) Illinois N/A River City Casino St. Louis, Missouri Pinnacle Master Lease 10 Table of Contents (1) Upon termination of the Morgantown Lease, ownership of the constructed building and all tenant improvements will transfer from the Company to GLPI. (2) VGT route operations. (3) The riverboat is owned by us and not subject to the AR PENN Master Lease. (4) Pursuant to a joint venture with NASCAR and includes the Company’s 50 % investment in Kansas Entertainment, LLC (“Kansas Entertainment”), which owns Hollywood Casino at Kansas Speedway. Revenue Recognition: Our revenue from contracts with customers consists primarily of gaming wagers, inclusive of sports betting and iCasino products, food and beverage transactions, hotel room sales, media, retail transactions, racing wagers, and third-party revenue sharing agreements. See Note 5, “Revenue Disaggregation” for information on our revenue by type and geographic location. Complimentaries Associated with Gaming Contracts Food, beverage, hotel, and other services furnished to patrons for free as an inducement to gamble or through the redemption of our customers’ loyalty points are recorded as “Food, beverage, hotel, and other” revenues at their estimated standalone selling prices, with an offset recorded as a reduction to “Gaming” revenues. The cost of providing complimentary goods and services to patrons as an inducement to gamble as well as for the fulfillment of our loyalty point obligation is included in “Food, beverage, hotel, and other” expenses. Revenues recorded to “Food, beverage, hotel, and other” and offset to “Gaming” revenues were as follows: For the three months ended June 30, For the six months ended June 30, (in millions) 2023 2022 2023 2022 Food and beverage $ 54.8 $ 52.1 $ 109.1 $ 102.8 Hotel 35.8 36.6 65.7 68.8 Other 3.2 2.8 6.3 5.3 Total complimentaries associated with gaming contracts $ 93.8 $ 91.5 $ 181.1 $ 176.9 Customer-related Liabilities The Company has three general types of liabilities related to contracts with customers: (i) the obligation associated with its PENN Play program (loyalty points and tier status benefits), (ii) advance payments on goods and services yet to be provided and for unpaid wagers, and (iii) deferred revenue associated with third-party online sports betting and/or iCasino operators for online sports betting and iCasino market access. Our PENN Play program connects the Company’s brands under one loyalty program and allows members to earn loyalty points, or “PENN Cash”, redeemable for slot play and complimentaries, such as food and beverage at our restaurants, lodging at our hotels, the PENN Play redemption marketplace that features popular retailers, and products offered at our retail stores across the vast majority of our properties. In addition, members of the PENN Play program earn credit toward tier status, which entitles them to receive certain other benefits, such as priority access, discounts, gifts, trips to PENN destinations, partner experiences, and PENN Cash. The obligation associated with our PENN Play program, which is included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets, was $ 43.0 million and $ 39.3 million as of June 30, 2023 and December 31, 2022, respectively, and consisted principally of the obligation associated with the loyalty points. Our loyalty point obligations are generally settled within six months of issuance. Changes between the opening and closing balances primarily relate to the timing of our customers’ election to redeem loyalty points as well as the timing of when our customers receive their earned tier status benefits. The Company’s advance payments on goods and services yet to be provided and for unpaid wagers primarily consist of the following: (i) deposits on rooms and convention space, (ii) money deposited on behalf of a customer in advance of their property visit (referred to as “safekeeping” or “front money”), (iii) money deposited in an online wallet not yet wagered or wagered and not yet withdrawn, (iv) outstanding tickets generated by slot machine play, sports betting, or pari-mutuel wagering, (v) outstanding chip liabilities, (vi) unclaimed jackpots, and (vii) gift cards redeemable at our properties. Unpaid wagers generally represent obligations stemming from prior wagering events, of which revenue was previously recognized. The Company’s advance payments on goods and services yet to be provided and for unpaid wagers were $ 95.1 million and $ 125.8 million as of June 30, 2023 and December 31, 2022, respectively, and are included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets. 11 Table of Contents The Company’s deferred revenue is primarily related to PENN Interactive, our wholly-owned interactive division, which enters into multi-year agreements with third-party online sports betting and/or iCasino operators for online sports betting and iCasino market access across our portfolio of properties. During the three and six months ended June 30, 2023, we recognized $ 1.0 million and $ 1.7 million of previously deferred revenue, respectively, as compared to $ 3.0 million and $ 3.7 million during the three and six months ended June 30, 2022, respectively. Deferred revenue primarily associated with third-party online sports betting and/or iCasino operators for online sports betting and iCasino market access, which is included in “Other long-term liabilities” within our unaudited Consolidated Balance Sheets, was $ 57.3 million and $ 46.5 million as of June 30, 2023 and December 31, 2022, respectively. Advertising: The Company expenses advertising costs the first time the advertising takes place or as incurred. Advertising expenses, which generally relate to media placement costs and are primarily included in “Gaming” expenses within the unaudited Consolidated Statements of Operations, were $ 20.8 million and $ 44.4 million for the three and six months ended June 30, 2023, respectively, as compared to $ 18.5 million and $ 42.6 million for the three and six months ended June 30, 2022, respectively. Gaming and Pari-mutuel Taxes: We are subject to gaming and pari-mutuel taxes based on gross gaming revenue and pari-mutuel revenue in the jurisdictions in which we operate, as well as taxes on revenues derived from arrangements which allow for third-party online sports betting and/or iCasino partners to operate online sportsbooks and iCasinos under our gaming licenses. The Company primarily recognizes gaming and pari-mutuel tax expense based on the statutorily required percentage of revenue that is required to be paid to state, provincial and/or local jurisdictions in the states and provinces where or in which the wagering occurs. Also, included in gaming and pari-mutuel taxes are costs to support the operations of local regulatory authorities which some jurisdictions require us to pay. Gaming and pari-mutuel taxes are recorded in “Gaming” expenses or “Food, beverage, hotel, and other” expenses within the unaudited Consolidated Statements of Operations, and were $ 560.5 million and $ 1.1 billion for the three and six months ended June 30, 2023, respectively, as compared to $ 486.8 million and $ 959.0 million for the three and six months ended June 30, 2022, respectively. Inventory, net: Inventory is accounted for using the average cost or first-in or first-out (“FIFO”) method. Inventory accounted for under the average cost and FIFO methods are stated at the lower of cost or net realizable value. Inventory balances substantially consist of finished goods and were $ 26.4 million and $ 5.0 million as of June 30, 2023 and December 31, 2022, respectively. Foreign Currency Translation: The functional currency of the Company’s foreign subsidiaries is the local currency in which the subsidiary operates. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Translation adjustments resulting from this process are recorded to other comprehensive income or loss. Revenues and expenses are translated at the average exchange rates during the year. Gains or losses resulting from foreign currency transactions are included in “Other” within our unaudited Consolidated Statements of Operations. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss: Comprehensive income (loss) includes net income and all other non-stockholder changes in equity, or other comprehensive income (loss). The balance of accumulated other comprehensive loss consists solely of foreign currency translation adjustments. Earnings Per Share: Basic earnings per share (“EPS”) is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution, if any, for all potentially-dilutive securities such as stock options, unvested restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) (collectively with RSAs, “restricted stock”), outstanding convertible preferred stock and convertible debt. Holders of the Company’s Series D Preferred Stock (as defined in Note 13, “Stockholders' Equity and Stock-based Compensation” ) are entitled to participate equally and ratably in all dividends and distributions paid to holders of PENN common stock irrespective of any vesting requirement. Accordingly, the Series D Preferred Stock shares are considered a participating security and the Company is required to apply the two-class method to consider the impact of the preferred shares on the calculation of basic and diluted EPS. The holders of the Company’s Series D Preferred Stock are not obligated to absorb losses; therefore, in reporting periods where the Company is in a net loss position, it does not apply the two-class method. In reporting periods where the Company is in a net income position, the two-class method is applied by allocating all earnings during the period to common shares and preferred shares. See Note 14, “Earnings per Share” for more information. Voting Interest Entities and Variable Interest Entities: The Company consolidates all subsidiaries or other entities in which it has a controlling financial interest. The consolidation guidance requires an analysis to determine if an entity should be evaluated for consolidation using the VOE model or the VIE model. Under the VOE model, controlling financial interest is generally defined as a majority ownership of voting rights. Under the VIE model, controlling financial interest is defined as (i) the power to direct activities that most significantly impact the economic performance of the entity and (ii) the obligation to 12 Table of Contents absorb losses of or the right to receive benefits from the entity that could potentially be significant to the entity. For those entities that qualify as a VIE, the primary beneficiary is generally defined as the party who has a controlling financial interest in the VIE. The Company consolidates the financial position and results of operations of every VOE in which it has a controlling financial interest and VIEs in which it is considered to be the primary beneficiary. See Note 10, “Investments in and Advances to Unconsolidated Affiliates.” Note 3— New Accounting Pronouncements In June 2022, the Financial Accounting Standard Board (the “FASB”) issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”). ASU 2022-03 clarifies the guidance on the fair value measurement of an equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security. Specifically, ASU 2022-03 clarifies that a “contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security” and is not included in the equity security’s unit of account. Accordingly, the Company is no longer permitted to apply a discount related to the contractual sale restriction, or lack of marketability, when measuring the equity security’s fair value. In addition, ASU 2022-03 prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. ASU 2022-03 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2022-03 on our unaudited Consolidated Financial Statements. In March 2023, the FASB issued ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force)” (“ASU 2023-02”). ASU 2023-02 introduced the option to apply the proportional amortization method to account for investments made primarily for the purpose of receiving income tax credits and other income tax benefits when certain requirements are met. In addition, ASU 2023-02 limited the proportional amortization method to investments in low-income-housing tax credit structures. ASU 2023-02 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. We evaluated the impact of the adoption of ASU 2023-02 on our unaudited Consolidated Financial Statements and determined that it is immaterial. Note 4— Hurricane Laura On August 27, 2020, Hurricane Laura made landfall in Lake Charles, Louisiana, which caused significant damage to our L’Auberge Lake Charles property, which closed for approximately two weeks. The Company maintains insurance, subject to certain deductibles and coinsurance, that covers business interruption, including lost profits, and covers the repair or replacement of assets that suffered losses. The Company recorded a receivable relating to our estimate of repairs and maintenance costs which have been incurred and property and equipment which have been written off, and for which we deem the recovery of such costs and property and equipment from our insurers to be probable. The insurance recovery receivable was included in “Accounts Receivable, net” within the unaudited Consolidated Balance Sheets. As we deemed it probable that the proceeds to be recovered from our insurers would exceed the total of our insurance recovery recorded and our insurers’ deductible and coinsurance, we did not record any loss associated with the impact of this natural disaster. Timing differences exist between the recognition of (i) impairment losses and capital expenditures made to repair or restore the assets and (ii) the receipt of insurance proceeds within the unaudited Consolidated Financial Statements. During the six months ended June 30, 2023, we received additional insurance claim proceeds totaling $ 13.6 million, which resulted in a gain of $ 13.6 million. During the six months ended June 30, 2022, we received proceeds of $ 37.5 million, which resulted in a gain of $ 8.8 million. The gains are included in “General and administrative expenses” within our unaudited Consolidated Statements of Operations. Additionally, we did not have a receivable balance as of December 31, 2022. Subsequent to June 30, 2023, the Company received insurance payments totaling $ 13.9 million. As of August 8, 2023, the insurance claim remains open, and we expect to receive additional future proceeds. We record proceeds in excess of the recognized losses and lost profits under our business interruption insurance as a gain contingency in accordance with ASC Topic 450, “Contingencies,” which we expect to recognize at the time of final settlement or when nonrefundable cash advances are made in a period subsequent to June 30, 2023. 13 Table of Contents The following table summarizes the financial impact of Hurricane Laura related matters: Life to date through (in millions) June 30, 2023 December 31, 2022 Insurance proceeds received through the end of the period $ 100.5 $ 86.9 Deductible $ 15.0 $ 15.0 Coinsurance $ 2.5 $ 2.5 Clean-up, restoration, and other costs $ 52.8 $ 52.8 Fixed asset write-off $ 23.2 $ 23.2 Inventory write-off $ 0.2 $ 0.2 Note 5— Revenue Disaggregation Our revenues are generated principally by providing the following types of services: (i) gaming, inclusive of retail sports betting, iCasino, and online sports betting; (ii) food and beverage; (iii) hotel; (iv) advertising; (v) retail; and (vi) other. Other revenues are principally comprised of PENN Interactive’s revenue from third-party online sports betting and/or iCasino operators and the related gross-up for taxes, racing operations, and commissions received on ATM transactions. Our revenue is disaggregated by type of revenue and geographic location of the related properties, which is consistent with our reportable segments, as follows: For the three months ended June 30, 2023 (in millions) Northeast South West Midwest Interactive (1) Other Intersegment Eliminations (2) Total Revenues: Gaming $ 616.5 $ 239.1 $ 92.4 $ 261.5 $ 83.3 $ — $ — $ 1,292.8 Food and beverage 34.6 34.3 18.0 14.5 — 1.2 — 102.6 Hotel 14.8 25.0 14.5 10.0 — — — 64.3 Advertising — — — — 45.5 — — 45.5 Retail 2.0 1.5 1.4 0.8 15.5 — — 21.2 Other 20.1 8.4 3.7 6.5 113.2 5.0 ( 8.5 ) 148.4 Total revenues $ 688.0 $ 308.3 $ 130.0 $ 293.3 $ 257.5 $ 6.2 $ ( 8.5 ) $ 1,674.8 For the three months ended June 30, 2022 (in millions) Northeast South West Midwest Interactive (1) Other Intersegment Eliminations (2) Total Revenues: Gaming $ 621.4 $ 269.0 $ 98.9 $ 267.0 $ 69.3 $ — $ — $ 1,325.6 Food and beverage 31.5 33.0 21.6 13.2 — 1.3 — 100.6 Hotel 10.3 26.0 26.4 9.1 — — — 71.8 Advertising — — — — 8.5 — — 8.5 Retail 1.5 1.8 1.6 0.6 — — — 5.5 Other 20.2 8.8 5.3 6.4 77.1 4.6 ( 7.5 ) 114.9 Total revenues $ 684.9 $ 338.6 $ 153.8 $ 296.3 $ 154.9 $ 5.9 $ ( 7.5 ) $ 1,626.9 14 Table of Contents For the six months ended June 30, 2023 (in millions) Northeast South West Midwest Interactive (1) Other Intersegment Eliminations (2) Total Revenues: Gaming $ 1,245.8 $ 491.2 $ 186.8 $ 527.4 $ 166.2 $ — $ — $ 2,617.4 Food and beverage 72.9 65.3 35.3 29.4 — 2.2 — 205.1 Hotel 26.0 46.6 28.0 17.6 — — — 118.2 Advertising — — — — 72.7 — — 72.7 Retail 3.8 3.0 2.6 1.4 23.8 — — 34.6 Other 40.0 17.0 7.0 12.8 228.3 9.8 ( 14.8 ) 300.1 Total revenues $ 1,388.5 $ 623.1 $ 259.7 $ 588.6 $ 491.0 $ 12.0 $ ( 14.8 ) $ 3,348.1 For the six months ended June 30, 2022 (in millions) Northeast South West Midwest Interactive (1) Other Intersegment Eliminations (2) Total Revenues: Gaming $ 1,220.5 $ 547.6 $ 193.0 $ 523.5 $ 132.2 $ — $ — $ 2,616.8 Food and beverage 63.4 64.0 40.9 25.7 — 2.5 — 196.5 Hotel 18.4 48.0 48.7 16.7 — — — 131.8 Advertising — — — — 16.7 — — 16.7 Retail 3.0 3.4 2.8 1.1 — — — 10.3 Other 38.1 17.0 9.3 12.2 147.5 10.7 ( 15.8 ) 219.0 Total revenues $ 1,343.4 $ 680.0 $ 294.7 $ 579.2 $ 296.4 $ 13.2 $ ( 15.8 ) $ 3,191.1 (1) Other revenues within the Interactive segment are inclusive of gaming tax reimbursement amounts related to third-party online sports betting and/or iCasino partners for online sports betting and iCasino market access of $ 88.5 million and $ 180.8 million for the three and six months ended June 30, 2023, respectively, as compared to $ 55.4 million and $ 105.7 million for the three and six months ended June 30, 2022, respectively. (2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive . Note 6— Acquisitions and Dispositions Barstool On February 17, 2023, we acquired the remaining 64 % of the outstanding shares of Barstool common stock not already owned by us for a consideration of approximately $ 405.5 million, which is inclusive of cash and common stock issuance, repayment of Barstool indebtedness of $ 23.8 million, transaction expenses and other purchase price adjustments in accordance with GAAP (the “Barstool Acquisition”). Prior to the acquisition, we held a 36 % ownership interest, which was accounted for under the equity method. At the closing of the Barstool Acquisition, we obtained 100 % of the Barstool common stock, and determined the fair value of Barstool to be $ 660.0 million based on market participant assumptions, as discussed below. Upon the completion of the Barstool Acquisition, Barstool became an indirect wholly owned subsidiary of PENN. We issued 2,442,809 shares of our common stock to certain former stockholders of Barstool for the Barstool Acquisition (see Note 13, “Stockholders’ Equity and Stock-Based Compensation” for further information) and utilized $ 315.3 million of cash to complete the Barstool Acquisition, inclusive of transaction expenses and repayment of Barstool indebtedness. The Company held 36 % of the outstanding shares of Barstool common stock prior to the Barstool Acquisition and, as such, the acquisition date estimated fair value of this previously held investment was a component of the purchase consideration. Based on the acquisition date fair value of Barstool of $ 660.0 million and the carrying amount of this investment of $ 171.1 million, the Company recorded a gain of $ 66.5 million related to remeasurement of the equity investment immediately prior to the acquisition date, which is included in “Gain on Barstool Acquisition, net” within our unaudited Consolidated Statements of Operations. The Company also recorded a gain of $ 16.9 million related to the acquisition of the remaining 64 % of Barstool common stock, which is included in “Gain on Barstool Acquisition, net” within our unaudited Consolidated Statements of Operations. 15 Table of Contents The following table reflects the preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill at the February 17, 2023 acquisition date. (in millions) Estimated fair value Cash and cash equivalents $ 10.1 Accounts receivable 44.8 Inventory 25.2 Other current assets 5.0 Lease right-of-use assets 13.5 Property and equipment 3.8 Goodwill 231.9 Other intangible assets Barstool tradename 420.0 Advertising relationships 32.0 Other tradenames and brands 29.0 Customer relationships 11.0 Other long-term assets 18.7 Total assets $ 845.0 Accounts payable, accrued expenses and other current liabilities $ 38.7 Deferred income taxes 115.9 Other long-term liabilities 30.4 Total liabilities 185.0 Net assets acquired $ 660.0 The Company used the income, or cost approach for the valuation, as appropriate, and used valuation inputs in these models and analyses that were based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability. Acquired identifiable intangible assets consisted of the Barstool tradename, advertising relationships, other tradenames and brands, and customer relationships. The Barstool tradename was determined to be an indefinite-lived intangible asset. All other intangible assets were determined to be definite-lived with assigned useful lives primarily ranging from 2 - 5 years. Goodwill, none of which was deductible for tax purposes, is approximately 35.1 % of the net assets acquired and was allocated to the Company’s Interactive segment. Goodwill was primarily attributable to synergies and cross selling opportunities to Barstool’s existing customer base. The following valuation approaches were utilized to determine the fair value of each intangible asset at the February 17, 2023 acquisition date: Intangible Asset Valuation Approach Barstool tradename Relief-from-royalty (variation of income approach) Advertising relationships With-and-without (variation of income approach) Other tradenames and brands Relief-from-royalty (variation of income approach) Customer relationships Replacement cost Barstool’s revenue and net loss are included in our results for the period beginning February 17, 2023 through June 30, 2023. Barstool’s revenue and net loss for the three months ended June 30, 2023, included in the unaudited Consolidated Statements of Operations, were $ 52.7 million and $ 12.8 million, respectively. Barstool’s revenue and net loss for the six months ended June 30, 2023, included in the unaudited Consolidated Statements of Operations, were $ 80.9 million and $ 16.1 million, respectively. 16 Table of Contents On August 8, 2023, PENN entered into a Sportsbook Agreement (the “Sportsbook Agreement”) with ESPN, which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States. Pursuant to the Sportsbook Agreement, PENN will rebrand its existing Barstool Sportsbook across all online platforms in the United States as ESPN Bet (the “Sportsbook”) and will oversee daily operations of the Sportsbook. See Note 17, “Subsequent Events” for more information related to the Sportsbook Agreement. In connection with PENN’s decision to rebrand our online sports betting business from Barstool Sportsbook to ESPN Bet pursuant to the Sportsbook Agreement as discussed above, PENN entered into a stock purchase agreement with David Portnoy (the “Barstool SPA”) on August 8, 2023. Pursuant to the Barstool SPA, PENN sold 100 % of the outstanding shares of Barstool to David Portnoy in exchange for a nominal cash consideration ($ 1.00 dollar) and certain non-compete and other restrictive covenants. Pursuant to the Barstool SPA, PENN has the right to receive 50 % of the gross proceeds received by David Portnoy in any subsequent sale or other monetization event of Barstool. On August 8, 2023, the Company’s Board of Directors approved the sale to David Portnoy and we classified the assets and liabilities to be disposed in connection with the Barstool SPA as held-for-sale which are measured at the lower of (i) the carrying value when we classified the disposal group as held-for-sale and (ii) the fair value of the disposal group, less costs to sell. The classification of the Barstool business as held-for-sale was considered an event or change in circumstance which requires an assessment of the goodwill and intangible assets of the disposal group for impairment each reporting period until disposal. We are currently quantifying the impact of the Barstool SPA to our unaudited Consolidated Financial Statements, however we expect the carrying value of the net assets held-for-sale to be greater than their fair value, less costs to sell, which is expected to result in a material non-cash loss and the corresponding reversal of the net deferred tax liability of approximately $ 115.9 million that will have a significant impact to income taxes. See Note 11, “Income Taxes.” The pre-tax non-cash loss on disposal is estimated to be between $ 800.0 million and $ 850.0 million (inclusive of $ 705.0 million to $ 720.0 million in goodwill and intangible assets write offs) to be incurred in the third quarter of 2023. These material adjustments will be reflected in our September 30, 2023 unaudited Consolidated Statements of Operations and unaudited Consolidated Balance Sheets. Pursuant to the Barstool SPA, PENN will indemnify Barstool and its subsidiaries and David Portnoy for certain tax matters. We are unable to assess the potential financial impact to the Company of this indemnification. As a result, we cannot estimate the potential amount of future payments under this indemnity. To the extent that a claim is made under this indemnity and/or becomes probable and reasonably estimable, liabilities associated with this indemnity will be recorded and included in the Company’s commitments and contingencies disclosure in Note 12 “ Commitments and Contingencies . ” Unaudited Pro Forma Financial Information The following table includes unaudited pro forma consolidated financial information assuming our acquisition of Barstool had occurred as of January 1, 2022. The pro forma amounts include the historical operating results of PENN and Barstool prior to our acquisition. The pro forma financial information does not necessarily represent the results that may occur in the future. For the three months ended June 30, 2023 and 2022, pro forma adjustments directly attributable to the acquisition include acquisition and transaction related costs of $ 1.0 million, as compared to $ 2.3 million for the six months ended June 30, 2023 and 2022, incurred by both PENN and Barstool. Pro forma adjustments also included a $ 83.4 million gain on the Barstool Acquisition for the six months ended June 30, 2023 and 2022. Additionally, for the six months ended June 30, 2023 pro forma adjustments included a gain of $ 3.1 million, as compared to a gain of $ 1.5 million and $ 5.6 million for the three and six months ended June 30, 2022, respectively, related to remeasurement and settlement of Barstool put/call options. For the three months ended June 30, For the six months ended June 30, (in millions) 2023 2022 2023 2022 Revenues $ 1,674.8 $ 1,680.7 $ 3,367.8 $ 3,285.5 Net income $ 79.2 $ 32.3 $ 518.5 $ 139.6 17 Table of Contents Note 7— Goodwill and Other Intangible Assets A reconciliation of goodwill and accumulated goodwill impairment losses, by reportable segment, is as follows: (in millions) Northeast South West Midwest Interactive Other Total Balance as of December 31, 2022 Goodwill, gross $ 923.5 $ 236.6 $ 216.8 $ 1,116.7 $ 1,628.4 $ 87.7 $ 4,209.7 Accumulated goodwill impairment losses ( 798.8 ) ( 61.0 ) ( 16.6 ) ( 556.1 ) — ( 87.7 ) ( 1,520.2 ) Goodwill, net $ 124.7 $ 175.6 $ 200.2 $ 560.6 $ 1,628.4 $ — $ 2,689.5 Goodwill acquired during the period $ — $ — $ — $ — $ 231.9 $ — $ 231.9 Effect of foreign currency exchange rates — — — — 35.7 — 35.7 Balance as of June 30, 2023 Goodwill, gross $ 923.5 $ 236.6 $ 216.8 $ 1,116.7 $ 1,896.0 $ 87.7 $ 4,477.3 Accumulated goodwill impairment losses ( 798.8 ) ( 61.0 ) ( 16.6 ) ( 556.1 ) — ( 87.7 ) ( 1,520.2 ) Goodwill, net $ 124.7 $ 175.6 $ 200.2 $ 560.6 $ 1,896.0 $ — $ 2,957.1 There were no impairment charges recorded to goodwill during the three and six months ended June 30, 2023 and 2022. In August 2023, in connection with the Barstool SPA, we expect to record an estimated pre-tax non-cash loss on disposal of $ 800.0 million to $ 850.0 million, inclusive of an estimated goodwill write off in the range of $ 225.0 million to $ 235.0 million in our Interactive segment. See Note 6, “Acquisitions and Dispositions . ” The table below presents the gross carrying amount, accumulated amortization, and net carrying amount of each major class of other intangible assets: June 30, 2023 December 31, 2022 (in millions) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite-lived intangible assets Gaming licenses $ 1,207.8 $ — $ 1,207.8 $ 1,207.6 $ — $ 1,207.6 Trademarks 754.4 — 754.4 332.2 — 332.2 Other 0.7 — 0.7 0.7 — 0.7 Amortizing intangible assets Customer relationships 123.1 ( 103.7 ) 19.4 114.4 ( 102.0 ) 12.4 Technology 270.0 ( 105.0 ) 165.0 249.6 ( 80.4 ) 169.2 Other 89.9 ( 18.6 ) 71.3 27.7 ( 10.9 ) 16.8 Total other intangible assets, net $ 2,445.9 $ ( 227.3 ) $ 2,218.6 $ 1,932.2 $ ( 193.3 ) $ 1,738.9 There were no impairment charges recorded to other intangible assets, net during the three and six months ended June 30, 2023 and 2022. In August 2023, in connection with the Barstool SPA, we expect to record an estimated pre-tax non-cash loss on disposal of $ 800.0 million to $ 850.0 million, inclusive of estimated trademarks and other intangible assets write offs in the range of $ 480.0 million to $ 485.0 million in our Interactive segment. See Note 6, “Acquisitions and Dispositions.” 18 Table of Contents Amortization expense related to our amortizing intangible assets was $ 17.9 million and $ 31.9 million for the three and six months ended June 30, 2023, respectively, as compared to $ 14.9 million and $ 29.9 million for the three and six months ended June 30, 2022, respectively. The following table presents the estimated amortization expense based on our amortizing intangible assets as of June 30, 2023 (in millions): Years ending December 31, 2023 (excluding the six months ended June 30, 2023) $ 39.2 2024 74.0 2025 51.0 2026 31.9 2027 28.1 Thereafter 31.5 Total $ 255.7 Note 8— Long-term Debt The table below presents long-term debt, net of current maturities, debt discounts and issuance costs: (in millions) June 30, 2023 December 31, 2022 Senior Secured Credit Facilities: Amended Revolving Credit Facility due 2027 $ — $ — Amended Term Loan A Facility due 2027 522.5 536.2 Amended Term Loan B Facility due 2029 990.0 995.0 5.625 % Notes due 2027 400.0 400.0 4.125 % Notes due 2029 400.0 400.0 2.75 % Convertible Notes due 2026 330.5 330.5 Other long-term obligations 172.2 156.1 2,815.2 2,817.8 Less: Current maturities of long-term debt ( 56.2 ) ( 56.2 ) Less: Debt discounts ( 4.2 ) ( 4.6 ) Less: Debt issuance costs ( 32.0 ) ( 35.7 ) $ 2,722.8 $ 2,721.3 The following is a schedule of future minimum repayments of long-term debt as of June 30, 2023 (in millions): Years ending December 31: 2023 (excluding the six months ended June 30, 2023) $ 36.8 2024 47.6 2025 38.2 2026 503.6 2027 837.0 Thereafter 1,352.0 Total minimum payments $ 2,815.2 19 Table of Contents Senior Secured Credit Facilities In January 2017, the Company entered into an agreement to amend and restate its previous credit agreement, dated October 30, 2013, as amended (the “Credit Agreement”), which provided for: (i) a five-year $ 700 million revolving credit facility (the “Revolving Facility”); (ii) a five-year $ 300 million Term Loan A facility (the “Term Loan A Facility”); and (iii) a seven-year $ 500 million Term Loan B facility (the “Term Loan B Facility” and collectively with the Revolving Facility and the Term Loan A Facility, the “Senior Secured Credit Facilities”). On October 15, 2018, in connection with the acquisition of Pinnacle Entertainment, Inc. (“Pinnacle”), the Company entered into an incremental joinder agreement (the “Incremental Joinder”), which amended the Credit Agreement (the “Amended Credit Agreement”). The Incremental Joinder provided for an additional $ 430.2 million of incremental loans having the same terms as the existing Term Loan A Facility, with the exception of extending the maturity date, and an additional $ 1.1 billion of loans as a new tranche having new terms (the “Term Loan B-1 Facility”). With the exception of extending the maturity date, the Incremental Joinder did not impact the Revolving Facility. On May 3, 2022, the Company entered into a Second Amended and Restated Credit Agreement with its various lenders (the “Second Amended and Restated Credit Agreement”). The Second Amended and Restated Credit Agreement provides for a $ 1.0 billion revolving credit facility, undrawn at close, (the “Amended Revolving Credit Facility”), a five-year $ 550.0 million term loan A facility (the “Amended Term Loan A Facility”) and a seven-year $ 1.0 billion term loan B facility (the “Amended Term Loan B Facility”) (together, the “Amended Credit Facilities”). The proceeds from the Amended Credit Facilities were used to repay the existing Term Loan A Facility and Term Loan B-1 Facility balances. The interest rates per annum applicable to loans under the Amended Credit Facilities are, at the Company’s option, equal to either an adjusted secured overnight financing rate (“Term SOFR”) or a base rate, plus an applicable margin. The applicable margin for each of the Amended Revolving Credit Facility and the Amended Term Loan A Facility was initially 1.75 % for Term SOFR loans and 0.75 % for base rate loans until the Company provided financial reports for the first full fiscal quarter following closing and, thereafter, ranges from 2.25 % to 1.50 % per annum for Term SOFR loans and 1.25 % to 0.50 % per annum for base rate loans, in each case depending on the Company’s total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement). The applicable margin for the Amended Term Loan B Facility is 2.75 % per annum for Term SOFR loans and 1.75 % per annum for base rate loans. The Amended Term Loan B Facility is subject to a Term SOFR “floor” of 0.50 % per annum and a base rate “floor” of 1.50 % per annum. In addition, the Company pays a commitment fee on the unused portion of the commitments under the Amended Revolving Credit Facility at a rate that was initially 0.25 % per annum, until the Company provided financial reports for the first full fiscal quarter following closing, and thereafter, ranges from 0.35 % to 0.20 % per annum, depending on the Company’s total net leverage ratio. The Amended Credit Facilities contain customary covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and certain of its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay dividends and make other restricted payments and prepay certain indebtedness that is subordinated in right of payment to the obligations under the Amended Credit Facilities. The Amended Credit Facilities contain two financial covenants: a maximum total net leverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 4.50 to 1.00, which is subject to a step up to 5.00 to 1.00 in the case of certain significant acquisitions, and a minimum interest coverage ratio (as defined within the Second Amended and Restated Credit Agreement) of 2.00 to 1.00. The Amended Credit Facilities also contain certain customary affirmative covenants and events of default, including the occurrence of a change of control (as defined in the documents governing the Second Amended and Restated Credit Agreement), termination and certain defaults under the Master Leases (which are defined in Note 9, “Leases” ). In connection with the repayment of the previous Senior Secured Credit Facilities, the Company recorded a $ 10.4 million loss on the early extinguishment of debt for the three and six months ended June 30, 2022. Additionally, we recorded $ 1.3 million in refinancing costs, which is included in “General and administrative” within our Consolidated Statements of Operations. In addition, we recorded $ 5.0 million of original issue discount related to the Amended Term Loan B Facility which will be amortized to interest expense over the life of the Amended Term Loan B Facility. As of June 30, 2023 and December 31, 2022, the Company had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $ 23.4 million and $ 22.5 million, respectively, resulting in $ 976.6 million and $ 977.5 million of available borrowing capacity under the Amended Revolving Credit Facility. 20 Table of Contents 2.75 % Unsecured Convertible Notes In May 2020, the Company completed a public offering of $ 330.5 million aggregate principal amount of 2.75 % unsecured convertible notes (the “Convertible Notes”) that mature, unless earlier converted, redeemed or repurchased, on May 15, 2026 at a price of par. As of June 30, 2023 and December 31, 2022, no Convertible Notes have been converted into the Company’s common stock. The maximum number of shares that could be issued to satisfy the conversion feature of the Convertible Notes was 18,360,815 and the amount by which the Convertible Notes if-converted value exceeded its principal amount was $ 110.7 million, as of June 30, 2023. The Convertible Notes consisted of the following components: (in millions) June 30, 2023 December 31, 2022 Liability: Principal $ 330.5 $ 330.5 Unamortized debt issuance costs ( 5.3 ) ( 6.2 ) Net carrying amount $ 325.2 $ 324.3 Interest expense, net The table below presents interest expense, net: For the three months ended June 30, For the six months ended June 30, (in millions) 2023 2022 2023 2022 Interest expense $ 117.1 $ 195.4 $ 230.9 $ 356.9 Capitalized interest ( 1.5 ) ( 0.4 ) ( 2.3 ) ( 0.7 ) Interest expense, net $ 115.6 $ 195.0 $ 228.6 $ 356.2 The table below presents interest expense related to the Convertible Notes: For the three months ended June 30, For the six months ended June 30, (in millions) 2023 2022 2023 2022 Coupon interest $ 2.2 $ 2.2 $ 4.5 $ 4.5 Amortization of debt issuance costs 0.4 0.4 0.9 0.8 Convertible Notes interest expense $ 2.6 $ 2.6 $ 5.4 $ 5.3 Debt issuance costs are amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 3.329 %. The remaining term of the Convertible Notes was 2.9 years as of June 30, 2023. Covenants Our Amended Credit Facilities, 5.625 % Notes and 4.125 % Notes, require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests. In addition, our Amended Credit Facilities, 5.625 % Notes and 4.125 % notes, restrict, among other things, our ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities. Our debt agreements also contain customary events of default, including cross-default provisions that require us to meet certain requirements under the Master Leases (which are defined in Note 9, “Leases” ), each with GLPI. If we are unable to meet our financial covenants or in the event of a cross-default, it could trigger an acceleration of payment terms. As of June 30, 2023, the Company was in compliance with all required financial covenants. The Company believes that it will remain in compliance with all of its required financial covenants for at least the next twelve months following the date of filing this Quarterly Report on Form 10-Q with the SEC. 21 Table of Contents Other Long-Term Obligations Other Long-term Obligation In February 2021, we entered into a financing arrangement providing the Company with upfront cash proceeds while permitting us to participate in future proceeds on certain claims. The financing obligation has been classified as a non-current liability, which is expected to be settled in a future period of which the principal is contingent and predicated on other events. Consistent with an obligor’s accounting under a debt instrument, period interest will be accreted using an effective interest rate of 27.0 % and until such time that the claims and related obligation is settled. The amount included in interest expense related to this obligation was $ 8.7 million and $ 16.8 million for the three and six months ended June 30, 2023, respectively, as compared to $ 6.7 million and $ 12.9 million for the three and six months ended June 30, 2022, respectively. Ohio Relocation Fees Other long-term obligations included $ 27.4 million at both June 30, 2023 and December 31, 2022, related to the relocation fees for Hollywood Gaming at Dayton Raceway (“Dayton”) and Hollywood Gaming at Mahoning Valley Race Course (“Mahoning Valley”), which opened in August 2014 and September 2014, respectively. The relocation fee for each facility is payable as follows: $ 7.5 million upon the opening of the facilities and eighteen semi-annual payments of $ 4.8 million beginning one year after the commencement of operations. These obligations are accreted to interest expense at an effective yield of 5.0 %. Event Center As of June 30, 2023 and December 31, 2022, other long-term obligations included $ 9.9 million and $ 10.7 million, respectively, related to the repayment obligation of a hotel and event center located less than a mile away from Hollywood Casino Lawrenceburg, which was constructed by the City of Lawrenceburg Department of Redevelopment. Effective in January 2015, by contractual agreement, we assumed a repayment obligation for the hotel and event center in the amount of $ 15.3 million, which was financed through a loan with the City of Lawrenceburg Department of Redevelopment, in exchange for conveyance of the property. Beginning in January 2016, the Company was obligated to make annual payments on the loan of $ 1.0 million for 20 years. This obligation is accreted to interest expense at its effective yield of 3.0 %. Note 9— Leases Master Leases The components contained within the Master Leases are accounted for as either (i) operating leases, (ii) finance leases, or (iii) financing obligations. Changes to future lease payments that are not fixed within the Master Leases (i.e., when future escalators become known or future variable rent resets occur), which are discussed below, require the Company to either (i) increase both the Right-of-use (“ROU”) assets and corresponding lease liabilities with respect to operating and finance leases or (ii) record the incremental variable payment associated with the financing obligation to interest expense. In addition, prior to the effective date of the AR PENN Master Lease (as defined and as discussed below), monthly rent associated with Hollywood Casino Columbus (“Columbus”) and monthly rent in excess of the Hollywood Casino Toledo (“Toledo”) rent floor as contained within the PENN Master Lease (as defined and discussed below), were considered contingent rent. AR PENN Master Lease Prior to the effective date of the AR PENN Master Lease (as defined and discussed below) the Company leased real estate assets associated with 19 of the gaming facilities used in its operations via a triple net master lease with GLPI (the “PENN Master Lease”), which became effective November 1, 2013. The PENN Master Lease had an initial term of 15 years with four subsequent, five-year renewal periods on the same terms and conditions, exercisable at the Company’s option. On February 21, 2023, the Company and GLPI entered into an agreement to amend and restate the PENN Master Lease (the “AR PENN Master Lease”), effective January 1, 2023, to (i) remove the land and buildings for Hollywood Casino Aurora (“Aurora”), Hollywood Casino Joliet (“Joliet”), Columbus, Toledo and the M Resort Spa Casino (“M Resort”), and (ii) make associated adjustments to the rent after which the initial rent in the AR PENN Master Lease will be $ 284.1 million, consisting of $ 208.2 million of building base rent, $ 43.0 million of land base rent and $ 32.9 million of percentage rent (as such terms are defined in the AR PENN Master Lease). Subsequent to the execution of the AR PENN Master Lease, the Company leases real estate assets associated with 14 of the gaming facilities used in its operations via a triple net master lease. The current term of the AR PENN Master Lease expires on October 31, 2033 and thereafter contains three renewal terms of five years each on the same terms and conditions, exercisable at the Company’s option. The AR PENN Master Lease along with the 2023 Master Lease (as defined and discussed below) are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee. 22 Table of Contents The payment structure under the AR PENN Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2 %, depending on the Adjusted Revenue to Rent Ratio (as defined in the AR PENN Master Lease) of 1.8 :1, and a component that is based on performance, which is prospectively adjusted every five years by an amount equal to 4 % of the average change in net revenues of all properties associated with the AR PENN Master Lease compared to a contractual baseline during the preceding five years (“PENN Percentage Rent”). The next annual escalator test date and PENN Percentage Rent reset is scheduled to occur on November 1, 2023. We concluded the AR PENN Master Lease constituted a modification event under ASC Topic 842, “Leases” (“ASC 842”), which required us to reassess the classifications of the lease components and remeasure the associated lease liabilities. We concluded the lease term should end at the current lease expiration date of October 31, 2033 and the optional three renewal terms of five years each were not included in the lease term. The Company continues to evolve from a leading retail gaming operator to a leading provider of integrated entertainment, sports content, and casino gaming experiences. The execution of our omni-channel strategy continues to diversify our earning streams and precluded us from concluding all renewal periods were reasonably assured to be exercised. As a result of the January 1, 2023 lease modification event, we concluded (i) the land components contained within the AR PENN Master Lease, which were previously primarily classified as finance leases under the PENN Master Lease, to be classified as operating leases, and (ii) control of the building assets have transferred from the Company to the lessor (GLPI) allowing for sale recognition in accordance with ASC 842 which results in the building components to be classified as operating leases. Prior to the January 1, 2023 lease modification event, control of substantially all of the building components were concluded not to have passed from the Company to the lessor in accordance with ASC 842 which required recognition of a financing obligation in accordance with ASC Topic 470, “Debt” (“ASC 470”) and continued recognition of the underlying asset in Property and Equipment, net within our unaudited Consolidated Balance Sheets. In conjunction with the sale recognition on the building components, we (i) derecognized $ 1.6 billion of financing obligations within our unaudited Consolidated Balance Sheets, offset to “Gain on REIT transaction, net” within our unaudited Statements of Operations; and (ii) derecognized $ 1.1 billion of Property and Equipment, net associated with the building assets within our unaudited Consolidated Balance Sheets, offset to “Gain on REIT transaction, net” within our unaudited Consolidated Statements of Operations. As a result of our measurement of the associated operating lease liabilities, we recognized a reduction of the ROU assets and corresponding lease liabilities of $ 1.2 billion within our unaudited Consolidated Balance Sheets. Lease components classified as an operating lease are recorded to “General and Administrative” within our unaudited Consolidated Statements of Operations. On January 14, 2022, the ninth amendment to the PENN Master Lease between the Company and GLPI became effective. The ninth amendment restated the definition of “Net Revenue” to clarify the inclusion of online-based revenues derived when a patron is physically present at a leased property, established a “floor” with respect to the Hollywood Casino at PENN National Race Course Net Revenue amount used in the calculation of the annual rent escalator and PENN Percentage Rent, and modified the rent calculations upon a lease termination event as defined in the amendment. We concluded the ninth amendment constituted a modification event under ASC 842, which required us to reassess the classifications of the lease components and remeasure the associated lease liabilities. As a result of our reassessment of the lease classifications, (i) the land components of substantially all of the PENN Master Lease properties, which were previously classified as operating leases, were then primarily classified as finance leases, and (ii) the land and building components associated with the operations of Dayton and Mahoning Valley, which were previously classified as finance leases, were then classified as operating leases. As a result of our measurement of the associated lease liabilities, we recognized additional ROU assets and corresponding lease liabilities of $ 455.4 million. The building components of substantially all of the PENN Master Lease properties continued to be classified as financing obligations. 2023 Master Lease Concurrent with the execution of the AR PENN Master Lease, the Company and GLPI entered into a new triple net master lease (the “2023 Master Lease”), effective January 1, 2023, specific to the property associated with Aurora, Joliet, Columbus, Toledo, M Resort, Hollywood Casino at The Meadows (“Meadows”), and Hollywood Casino Perryville (“Perryville”) and a master development agreement (the “Master Development Agreement”). The 2023 Master Lease has an initial term through October 31, 2033 with three subsequent five-year renewal periods on the same terms and conditions, exercisable at the Company’s option. The 2023 Master Lease terminated the individual triple net leases associated with Meadows and Perryville. The 2023 Master Lease and AR PENN Master Lease are cross-defaulted, cross-collateralized, and coterminous, and subject to a parent guarantee. The AR PENN Master Lease and the 2023 Master Lease are coterminous, as such consistent with the AR PENN Master Lease, we concluded the 2023 Master Lease term ends at the current lease expiration date of October 31, 2033 and does not 23 Table of Contents include any of the remaining three renewal terms of five years each. (See above lease term discussion for AR PENN Master Lease.) As a result of our lease classification assessment, we concluded all land and building components contained within the 2023 Master Lease to be operating leases. As a result of our measurement of the operating lease liabilities, we recognized ROU assets and corresponding lease liabilities of $ 1.8 billion. Additionally, in connection with the termination of the prior Meadows Lease and Perryville Lease (both defined and discussed below), we (i) derecognized $ 171.9 million in ROU assets within our unaudited Consolidated Balance Sheets; (ii) derecognized $ 165.5 million in lease liabilities within our unaudited Consolidated Balance Sheets; and (iii) recognized a $ 6.5 million loss on the termination which is recorded in “Gain on REIT transaction, net” within our unaudited Consolidated Statements of Operations. Lease components classified as an operating lease are recorded to “General and Administrative” within our unaudited Consolidated Statements of Operations. The 2023 Master Lease includes a base rent (the “2023 Master Lease Base Rent”) equal to $ 232.2 million and the Master Development Agreement contains additional rent (together with the 2023 Master Lease Base Rent, the “2023 Master Lease Rent”) equal to (i) 7.75 % of any project funding received by PENN from GLPI for an anticipated relocation of PENN’s riverboat casino and related developments with respect to Aurora (the “Aurora Project”) and (ii) a percentage, based on the then-current GLPI stock price, of any project funding received by PENN from GLPI for certain anticipated development projects with respect to Joliet, Columbus and M Resort (the “Other Development Projects”). The Master Development Agreement provides that GLPI will fund up to $ 225.0 million for the Aurora Project and, upon PENN’s request, up to $ 350.0 million in the aggregate for the Other Development Projects, in accordance with certain terms and conditions set forth in the Master Development Agreement. These funding obligations of GLPI expire on January 1, 2026. The 2023 Master Lease Rent will be subject to a one-time increase of $ 1.4 million, effective November 1, 2027. The 2023 Master Lease Rent will be further subject to a fixed escalator of 1.5 % on November 1, 2023 and annually thereafter. The Master Development Agreement provides that PENN may elect not to proceed with a development project prior to GLPI’s commencement of any equity or debt offering or credit facility draw intended to fund such a project or after such time in certain instances, provided that GLPI will be reimbursed for all costs and expenses incurred in connection with such discontinued project. The Aurora Project and the Other Development Projects are all subject to necessary regulatory and other government approvals. Pinnacle Master Lease In connection with the acquisition of Pinnacle, on October 15, 2018, the Company assumed a triple net master lease with GLPI (the “Pinnacle Master Lease”), originally effective April 28, 2016, pursuant to which the Company leases real estate assets associated with 12 of the gaming facilities used in its operations. Upon assumption of the Pinnacle Master Lease, as amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods, on the same terms and conditions, exercisable at the Company’s option. The Company has determined that the lease term is 32.5 years. The payment structure under the Pinnacle Master Lease includes a fixed component, a portion of which is subject to an annual escalator of up to 2 %, depending on the Adjusted Revenue to Rent Ratio (as defined in the Pinnacle Master Lease) of 1.8 :1, and a component that is based on performance of the properties, which is prospectively adjusted every two years by an amount equal to 4 % of the average change in net revenues compared to a contractual baseline during the preceding two years (“Pinnacle Percentage Rent”). As a result of the annual escalator, effective May 1, 2023 for the lease year ended April 30, 2023, the fixed component of rent increased by $ 4.7 million and an additional ROU asset and corresponding lease liability of $ 33.3 million were recognized associated with the finance lease components of the Pinnacle Master Lease. Both the next annual escalator and the next Pinnacle Percentage Rent reset are scheduled to occur on May 1, 2024. On January 14, 2022, the fifth amendment to the Pinnacle Master Lease between the Company and GLPI became effective. The fifth amendment restates the definition of “Net Revenue” to clarify the inclusion of online-based revenues derived when a patron is physically present at a leased property and modifies the rent calculations upon a lease termination event as defined in the amendment. We concluded the fifth amendment to the Pinnacle Master Lease constituted a modification event under ASC 842 (collectively with the ninth amendment to the PENN Master Lease, the “2022 Lease Modification”). As a result of the modification, the land components of substantially all of the Pinnacle Master Lease properties, which were previously classified as operating leases, are now primarily classified as finance leases. As a result of our measurement of the associated lease liabilities, we recognized additional ROU assets and corresponding lease liabilities of $ 937.6 million. The building components of substantially all of the Pinnacle Master Lease properties continue to be classified as financing obligations. Lease components classified as a finance lease are recorded to “Depreciation and amortization” and “Interest expense, net” within our unaudited 24 Table of Contents Consolidated Statements of Operations. The Company recognizes interest expense on the lease payments related to the financing obligation under the effective yield method. Other Triple Net Leases with REIT Landlords Morgantown Lease On October 1, 2020, the Company entered into a triple net lease with a subsidiary of GLPI for the land underlying our development project in Morgantown, Pennsylvania (“Morgantown Lease”) in exchange for $ 30.0 million in rent credits which were utilized to pay rent under the Master Leases, Meadows Lease, and the Morgantown Lease during the year ended December 31, 2020. All improvements made on the land, including the constructed building, will be owned by the Company while the lease is in effect, however, on the expiration or termination of the Morgantown Lease, ownership of all tenant improvements on the land will transfer to GLPI. We concluded control of the land underlying the Morgantown facility was not passed from the Company to the lessor in accordance with ASC 842. As such we recognized a financing obligation in accordance with ASC 470 and continue to recognize the underlying asset in Property and Equipment, net within our unaudited Consolidated Balance Sheets. The Company recognizes interest expense on the lease payments related to the financing obligation under the effective yield method. Perryville Lease In conjunction with the acquisition of the operations of Perryville on July 1, 2021, the Company entered into a triple net lease with GLPI for the real estate assets associated with the property (“Perryville Lease”) for initial annual rent of $ 7.8 million per year subject to escalation. As discussed above, as a result of entering into the 2023 Master Lease, the Perryville Lease was terminated effective January 1, 2023. Prior to the lease termination, the land and building components were classified as finance leases. Lease components classified as a finance lease were recorded to “Depreciation and amortization” and “Interest expense, net” within our unaudited Consolidated Statements of Operations. Meadows Lease In connection with the acquisition of Pinnacle, we assumed a triple net operating lease associated with the real estate assets at Meadows (“Meadows Lease”), originally effective September 9, 2016. Upon assumption of the Meadows Lease, there were eight years remaining of the initial ten-year term, with three subsequent, five-year renewal options followed by one four-year renewal option on the same terms and conditions, exercisable at the Company’s option. As discussed above, as a result of entering into the 2023 Master Lease, the Meadows Lease was terminated effective January 1, 2023. Prior to the termination of the Meadows Lease, the land and building components were classified as operating leases. Lease components classified as an operating lease were recorded to “General and Administrative” within our unaudited Consolidated Statements of Operations. Margaritaville Lease On January 1, 2019, the Company entered into an individual triple net lease with VICI Properties Inc. (NYSE: VICI) (“VICI”) for the real estate assets used in the operations of Margaritaville Resort Casino (the “Margaritaville Lease”). The Margaritaville Lease has an initial term of 15 years, with four subsequent five-year renewal options on the same terms and conditions, exercisable at the Company’s option. The payment structure under the Margaritaville Lease includes a fixed component, a portion that is subject to an annual escalator of up to 2 % depending on a minimum coverage floor ratio of Net Revenue to Rent of 6.1 :1, and a component that is based on performance, which is prospectively adjusted every two years by an amount equal to 4 % of the average change in net revenues of the property compared to a contractual baseline during the preceding two years (“Margaritaville Percentage Rent”). On February 1, 2023, the Margaritaville Lease annual escalator test resulted in an annual rent increase of $ 0.4 million and the recognition of an additional operating lease ROU asset and corresponding lease liability of $ 2.8 million. The next annual escalator test date is scheduled to occur on February 1, 2024. Additionally, on February 1, 2023, the Margaritaville Percentage 25 Table of Contents Rent reset resulted in an annual rent increase of $ 2.3 million which will be in effect until the next Margaritaville Percentage Rent reset, scheduled to occur on February 1, 2025. Upon reset of the Margaritaville Percentage Rent, effective February 1, 2023, we recognized an additional operating lease ROU asset and corresponding lease liability of $ 9.8 million. The land and building components contained within the Margaritaville Lease are classified as operating leases. Lease components classified as an operating lease are recorded to “General and Administrative” within our unaudited Consolidated Statements of Operations. Greektown Lease On May 23, 2019, the Company entered into an individual triple net lease with VICI for the real estate assets used in the operations of Hollywood Casino at Greektown (the “Greektown Lease”). The Greektown Lease has an initial term of 15 years, with four subsequent five-year renewal options on the same terms and conditions, exercisable at the Company’s option. The payment structure under the Greektown Lease includes a fixed component, a portion subject to an annual escalator of up to 2 % depending on an Adjusted Revenue to Rent Ratio (as defined in the Greektown Lease) of 1.85 :1, and a component that is based on performance, which is prospectively adjusted every two years by an amount equal to 4 % of the average change in net revenues of the property compared to a contractual baseline during the preceding two years (Greektown Percentage Rent”). On June 1, 2023, the Greektown Percentage Rent reset resulted in an annual rent increase of $ 1.5 million, which will be in effect until the next Greektown Percentage Rent reset, scheduled to occur on June 1, 2025. Upon reset of the Greektown Percentage Rent, effective June 1, 2023, we recognized an additional operating lease ROU asset and corresponding lease liability of $ 7.0 million. We did not incur an annual escalator for the lease year ended June 1, 2023. On April 1, 2023, the lease was amended to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the sixth lease year (June 1, 2024). The land and building components contained within the Greektown Lease are classified as operating leases. Lease components classified as an operating lease are recorded to “General and Administrative” within our unaudited Consolidated Statements of Operations. Tropicana Lease Prior to the closing of the sale of PENN’s outstanding equity interest in Tropicana Las Vegas (“Tropicana”) on September 26, 2022, the Company leased the real estate assets used in the operations of Tropicana for nominal cash rent (the “Tropicana Lease”). The term of the Tropicana Lease was for two years (subject to three one-year extensions at GLPI’s option) or until the real estate assets and the operations of the Tropicana were sold. Upon execution of the Tropicana Lease, we recorded an operating lease ROU asset of $ 61.6 million, which was included in “Lease right-of-use assets” within our unaudited Consolidated Balance Sheets. The land and building components contained within the Tropicana Lease were classified as operating leases. Lease components classified as an operating lease were recorded to “General and Administrative” within our unaudited Consolidated Statements of Operations. Non-REIT Operating Leases In addition to any operating lease components contained within the Master Leases, Meadows Lease, Margaritaville Lease, Greektown Lease and Tropicana Lease (referred to as “triple net operating leases”), the Company’s operating leases consists of (i) ground and levee leases to landlords which were not assumed by our REIT Landlords and remain an obligation of the Company, and (ii) buildings and equipment not associated with our REIT Landlords. Certain of our lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation, and rental payments based on usage. The Company’s leases include options to extend the lease terms. The Company’s operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. 26 Table of Contents The following is a maturity analysis of our operating leases, finance leases and financing obligations as of June 30, 2023: (in millions) Operating Leases Finance Leases Financing Obligations Year ended December 31, 2023 (excluding the six months ended June 30, 2023) $ 304.6 $ 79.2 $ 83.2 2024 587.9 149.3 166.5 2025 582.2 144.7 166.6 2026 582.9 144.7 166.6 2027 585.8 144.6 166.6 Thereafter 3,904.3 3,366.9 3,996.0 Total lease payments 6,547.7 4,029.4 4,745.5 Less: Imputed interest ( 2,277.9 ) ( 1,902.8 ) ( 2,298.4 ) Present value of future lease payments 4,269.8 2,126.6 2,447.1 Less: Current portion of lease obligations ( 281.9 ) ( 46.1 ) ( 40.3 ) Long-term portion of lease obligations $ 3,987.9 $ 2,080.5 $ 2,406.8 Total payments made under the Triple Net Leases were as follows: For the three months ended June 30, For the six months ended June 30, (in millions) 2023 2022 2023 2022 AR PENN Master Lease $ 70.9 $ — $ 142.0 $ — 2023 Master Lease 58.1 — 116.1 — PENN Master Lease — 120.6 — 239.8 Pinnacle Master Lease 84.8 83.4 168.9 165.9 Perryville Lease — 2.0 — 3.9 Meadows Lease — 6.2 — 12.4 Margaritaville Lease 6.6 6.0 13.0 11.9 Greektown Lease 13.0 12.9 25.8 25.7 Morgantown Lease 0.8 0.7 1.6 1.5 Total (1) $ 234.2 $ 231.8 $ 467.4 $ 461.1 (1) For the three and six months ended June 30, 2022, rent payable under the Tropicana Lease was nominal. Therefore, it has been excluded from the table above. The Tropicana Lease was terminated on September 26, 2022. Information related to lease term and discount rate was as follows: June 30, 2023 December 31, 2022 Weighted-Average Remaining Lease Term Operating leases 11.7 years 19.1 years Finance leases 27.8 years 26.7 years Financing obligations 28.1 years 27.5 years Weighted-Average Discount Rate Operating leases 7.7 % 5.8 % Finance leases 5.2 % 5.2 % Financing obligations 5.2 % 7.7 % 27 Table of Contents The components of lease expense were as follows: Location on unaudited Consolidated Statements of Operations For the three months ended June 30, For the six months ended June 30, (in millions) 2023 2022 2023 2022 Operating Lease Costs Rent expense associated with triple net operating leases (1) General and administrative $ 146.4 $ 28.0 $ 292.4 $ 88.1 Operating lease cost (2) Primarily General and administrative 6.5 4.9 11.3 9.9 Short-term lease cost Primarily Gaming expenses 19.9 18.5 38.9 36.6 Variable lease cost (2) Primarily Gaming expenses 0.9 1.2 1.9 2.3 Total $ 173.7 $ 52.6 $ 344.5 $ 136.9 Finance Lease Costs Interest on lease liabilities (3) Interest expense, net $ 27.7 $ 75.7 $ 55.3 $ 115.2 Amortization of ROU assets (3) Depreciation and amortization 21.9 48.8 43.6 80.9 Total $ 49.6 $ 124.5 $ 98.9 $ 196.1 Financing Obligation Costs Interest on financing obligations (4) Interest expense, net $ 36.8 $ 85.2 $ 73.2 $ 174.8 (1) For the three and six months ended June 30, 2023, pertains to the following operating leases: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease. For the three and six months ended June 30, 2022, pertains to the operating lease components contained within the (i) PENN Master Lease (specific to the land and building components associated with the operations of Dayton and Mahoning Valley); (ii) Meadows Lease; (iii) Margaritaville Lease; (iv) Greektown Lease; and (v) Tropicana Lease (which terminated on September 26, 2022). (2) Excludes the operating lease costs and variable lease costs pertaining to our triple net leases with our REIT landlords classified as operating leases, discussed in footnote (1) above. (3) For the three and six months ended June 30, 2023, pertains to the finance lease components associated with the Pinnacle Master Lease. For the three and six months ended June 30, 2022, pertains to the finance lease components associated with the (i) PENN Master Lease; (ii) Pinnacle Master Lease; and (iii) Perryville Lease. The finance lease components contained within the PENN Master Lease and the Pinnacle Master Lease consist of the land, inclusive of the variable expense associated with Columbus and Toledo. (4) For the three and six months ended June 30, 2023, pertains to the components contained within the Pinnacle Master Lease (primarily buildings) and the Morgantown Lease. For the three and six months ended June 30, 2022, pertains to the components contained within the PENN Master Lease (primarily buildings) inclusive of the variable expense associated with Columbus and Toledo for the financing obligation components, Pinnacle Master Lease (primarily buildings), and the Morgantown Lease. Supplemental cash flow information related to leases was as follows: For the six months ended June 30, (in millions) 2023 2022 Non-cash lease activities: Commencement of operating leases $ 3,673.5 $ 39.0 Derecognition of operating lease liabilities $ 307.7 $ — Commencement of finance leases $ 33.3 $ 1,417.1 Derecognition of finance lease liabilities $ 2,933.6 $ — Derecognition of finance obligations $ 1,567.8 $ — 28 Table of Contents Note 10— Investments in and Advances to Unconsolidated Affiliates As of June 30, 2023, investments in and advances to unconsolidated affiliates primarily consisted of the Company’s 50 % investment in Kansas Entertainment, the joint venture with NASCAR that owns Hollywood Casino at Kansas Speedway. Kansas Entertainment Joint Venture As of June 30, 2023 and December 31, 2022, our investment in Kansas Entertainment was $ 80.7 million and $ 81.5 million, respectively. During the three and six months ended June 30, 2023, the Company received distributions from Kansas Entertainment totaling $ 8.3 million and $ 16.8 million, respectively, as compared to $ 9.0 million and $ 17.0 million for the three and six months ended June 30, 2022, respectively. The Company deems these distributions to be returns on its investment based on the source of those cash flows from the normal business operations of Kansas Entertainment. The Company has determined that Kansas Entertainment does not qualify as a VIE. Using the guidance for entities that are not VIEs, the Company determined that it did not have a controlling financial interest in the joint venture, primarily as it did not have the ability to direct the activities of the joint venture that most significantly impacted the joint venture’s economic performance without the input of NASCAR. Therefore, the Company did not consolidate the financial position of Kansas Entertainment as of June 30, 2023 and December 31, 2022, nor the results of operations for the three and six months ended June 30, 2023 and 2022. Note 11— Income Taxes The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate to its year-to-date pretax book income or loss. The tax effects of discrete items, including but not limited to, excess tax benefits associated with stock-based compensation, are reported in the interim period in which they occur. The effective tax rate (income taxes as a percentage of income or loss before income taxes) including discrete items was 30.7 % and 25.5 % for the three and six months ended June 30, 2023, as compared to 68.3 % and 57.2 % for the three and six months ended June 30, 2022. We excluded certain foreign losses from our worldwide effective tax rate calculation due to a year-to-date ordinary loss for which no benefit may be recognized. Our effective income tax rate can vary from period to period depending on, among other factors, the geographic and business mix of our earnings and changes to our valuation allowance. Certain of these and other factors, including our history and projections of pretax earnings, are considered in assessing our ability to realize our net deferred tax assets. As of each reporting date, the Company considers all available positive and negative evidence that could affect its view of the future realization of deferred tax assets pursuant to ASC Topic 740, “Income Taxes.” As of June 30, 2023, we intend to continue maintaining a valuation allowance on our deferred tax assets until there is sufficient positive evidence to support the reversal of all or some portion of these allowances. A reduction in the valuation allowance could result in a significant decrease to income tax expense in the period the release is recorded. Although the exact timing and valuation reversal amount are estimated, the actual determination is contingent upon the earnings level we achieve in 2023 as well as our projected income levels in future periods. During the three and six months ended June 30, 2023, the Company’s valuation allowance increased in the amount of $ 1.0 million and decreased in the amount of $ 2.1 million, respectively, due to a combination of income levels, accounting for Master Leases and the Barstool Acquisition that had the effect on certain state deferred tax assets that are more likely than not to be realized. During the three months ended March 31, 2023, the Company recorded a net deferred tax liability of $ 115.9 million with respect to the Barstool stock acquisition on February 17, 2023, as discussed in Note 6, “Acquisitions and Dispositions.” These temporary differences were primarily related to existing carryover tax basis, acquired federal and state net operating losses and other acquired intangible assets excluding goodwill. Barstool’s operations are now included in our consolidated federal, state and local tax returns, which has an impact on our effective tax rate in certain jurisdictions. In August 2023, we entered into the Barstool SPA, as discussed in Note 6, “Acquisitions and Dispositions,” pursuant to which PENN sold 100 % of the outstanding shares of Barstool to David Portnoy in exchange for a nominal cash consideration ($ 1.00 dollar) and certain non-compete and other restrictive covenants. As such, the deferred tax liability associated with the Barstool tradename and other intangible assets will be written off to income tax expense, which will have a material impact on our unaudited Consolidated Statements of Operations and unaudited Consolidated Balance Sheets. As of June 30, 2023, the Company has a current income tax payable of $ 4.4 million included in “Accrued expenses and other current liabilities” within our unaudited Consolidated Balance Sheets, compared to prepaid income taxes of $ 15.2 million as of December 31, 2022, which were included in “Prepaid expenses” within our unaudited Consolidated Balance Sheets. 29 Table of Contents Note 12— Commitments and Contingencies The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, development agreements and other matters arising in the ordinary course of business. Although the Company maintains what it believes to be adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and administrative proceedings can be costly, time-consuming and unpredictable. The Company does not believe that the final outcome of these matters will have a material adverse effect on its financial position, results of operations, or cash flows. Note 13— Stockholders’ Equity and Stock-Based Compensation Common and Preferred Stock On June 29, 2023, in connection with the acquisition of HitPoint Inc. and Lucky Point Inc. (collectively, “Hitpoint”) which were acquired in 2021, the Company issued 4,055 shares of common stock with a par value of $ 0.01 , representing the achievement of the second of three annual mutual goals established by the Company and Hitpoint. On February 17, 2023, as part of the Barstool Acquisition as discussed in Note 6, “Acquisitions and Dispositions,” the Company issued 2,442,809 shares of common stock with a par value of $ 0.01 , to certain former stockholders of Barstool (the “Share Consideration”). The issuance of the Share Consideration was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, because such issuance did not involve a public offering. The Share Consideration is subject to transfer restrictions which will be waived on August 11, 2023 pursuant to the Barstool SPA. See Note 6, “Acquisitions and Dispositions ” for additional information related to the Barstool SPA. In conjunction with the February 20, 2020 stock purchase agreement between PENN and Barstool, the Company issued 883 shares of Series D Preferred Stock, par value $ 0.01 (the “Series D Preferred Stock”) to certain individual stockholders affiliated with Barstool. 1/1,000th of a share of Series D Preferred Stock is convertible into one share of PENN common stock. The Series D Preferred stockholders are entitled to participate equally and ratably in all dividends and distributions paid to holders of PENN common stock based on the number of shares of PENN common stock into which such Series D Preferred Stock could convert. Series D Preferred Stock is nonvoting stock. On March 3, 2023, 227 shares of Series D Preferred Stock were converted to common stock. As a result of the conversion, the Company issued 226,800 shares of common stock with a par value of $ 0.01 . The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act. As of June 30, 2023, 89 shares of the Series D Preferred Stock were eligible for conversion into PENN common stock. Pursuant to the Barstool SPA, all 354 outstanding Series D Preferred Stock will become eligible for conversion on August 11, 2023. In connection with the acquisition of theScore in October 2021, the Company issued 12,319,340 of common stock with a par value of $ 0.01 , and 697,539 exchangeable shares (“Exchangeable Shares”) through the capital of an indirect wholly-owned subsidiary of PENN, in addition to cash consideration. Each Exchangeable Share is exchangeable into one share of PENN Common Stock at the option of the holder, subject to certain adjustments. Upon the acquisition of theScore, certain employees of theScore elected to have their outstanding equity awards, which were assumed under theScore plan (as defined below), issued as Exchangeable Shares, once the shares vest or are exercised. In addition, the Company may redeem all outstanding Exchangeable Shares in exchange for shares of PENN common stock at any time following the fifth anniversary of the closing, or earlier under certain circumstances. We issued no Exchangeable Shares during the three months ended June 30, 2023. During the six months ended June 30, 2023, we issued 2,854 Exchangeable Shares. No Exchangeable Shares were issued during the three and six months ended June 30, 2022. As of both June 30, 2023 and December 31, 2022, there were 768,441 Exchangeable Shares authorized, of which 560,388 shares and 620,019 shares were outstanding, respectively. Share Repurchase Authorization During the quarter, we completed our $ 750.0 million share repurchase authorization approved by the Board of Directors on February 1, 2022 (the “February 2022 Authorization”). On December 6, 2022, a second share repurchase program was authorized for an additional $ 750.0 million (the “December 2022 Authorization”). The December 2022 Authorization expires on December 31, 2025. The Company utilized the capacity under the February 2022 Authorization prior to effecting any repurchases under the December 2022 Authorization. Repurchases by the Company are subject to available liquidity, general market and economic 30 Table of Contents conditions, alternate uses for the capital and other factors. Share repurchases may be made from time to time through a Rule 10b5-1 trading plan, open market transactions, block trades or in private transactions in accordance with applicable securities laws and regulations and other legal requirements. There is no minimum number of shares that the Company is required to repurchase and the repurchase authorization may be suspended or discontinued at any time without prior notice. During the three and six months ended June 30, 2023 respectively, the Company repurchased 3,791,258 and 5,438,221 shares of its common stock in open market transactions for $ 99.8 million and $ 149.8 million, at an average price of $ 26.31 and $ 27.54 per share under the February 2022 and December 2022 Authorizations. During the three and six months ended June 30, 2022, the Company repurchased 5,539,177 and 9,341,585 shares of its common stock in open market transactions for $ 167.0 million and $ 342.1 million, at an average price of $ 30.16 and $ 36.62 per share under the February 2022 Authorization. The cost of all repurchased shares is recorded as “Treasury stock” within our unaudited Consolidated Balance Sheets. No shares of the Company’s common stock were repurchased subsequent to the quarter ended June 30, 2023. As of August 8, 2023, the remaining availability under our December 2022 Authorization was $ 749.5 million. 2022 Long Term Incentive Compensation Plan On June 7, 2022, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors, approved the Company’s 2022 Long Term Incentive Compensation Plan (the “2022 Plan”). The 2022 Plan authorizes the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights (“SARs”), restricted stock (shares and/or units), performance awards (shares and/or units), and cash awards to executive officers, non-employee directors, other employees, consultants, and advisors of the Company and its subsidiaries. Non-employee directors and consultants are eligible to receive all such awards, other than incentive stock options. Pursuant to the 2022 Plan, an initial 6,870,000 shares of the Company’s common stock were reserved for issuance, plus any shares of common stock subject to outstanding awards under both the previous 2018 Long Term Incentive Compensation Plan, as amended (“2018 Plan”) and the Score Media and Gaming Inc. Second Amended and Restated Stock Option and Restricted Stock Unit Plan (the “theScore Plan”) as of June 7, 2022, and outstanding awards that are forfeited or settled for cash under each of the prior plans. On June 6, 2023, the Company’s shareholders, upon the recommendation of the Company’s Board of Directors, approved an amendment to the 2022 Plan (as amended, the “2022 Amended Plan”), which increased the number of shares reserved for issuance under the plan by 7,000,000 shares to 13,870,000 shares. For purposes of determining the number of shares available for issuance under the 2022 Amended Plan, stock options, restricted stock and all other equity settled awards count against the 13,870,000 share limit as one share of common stock for each share granted. Any awards that are not settled in shares of common stock are not counted against the share limit. As of June 30, 2023, there are 10,974,710 shares available for future grants under the 2022 Amended Plan. Performance Share Program The Company’s performance share programs were adopted to provide our NEOs and certain other key executives with stock-based compensation tied directly to the Company’s performance, which further aligns their interests with our shareholders and provides compensation only if the designated performance goals are met for the applicable performance periods. An aggregate of 461,747 and 244,955 restricted units with performance-based vesting conditions, at target, were granted during the six months ended June 30, 2023 and 2022, respectively. Restricted performance units granted prior to the adoption of the 2022 Plan were awarded under a performance share program (“the Performance Share Program II”). Subsequent restricted performance units are governed by the 2022 Plan. Restricted performance units consist of three one-year performance periods over a three-year service period. The awards have the potential to be earned at between 0 % and 150 % of the number of shares granted depending on achievement of the annual performance goals, and remain subject to vesting for the full three-year service period. In addition to the above, during the six months ended June 30, 2023, the Company granted employees of theScore 202,518 restricted units with performance-based vesting conditions that are dependent on the achievement of certain milestones. The awards have the potential to be earned at between 0 % and 100 % and consist of two , one-year performance periods, each containing an applicable milestone. The awards also contain a one-year vesting requirement and vesting is subject to: (a) the satisfaction of the milestones on or before the applicable expiration date and (b) continued service through the date on which the respective portion of the awards vests. 31 Table of Contents Stock-based Compensation Expense Stock-based compensation expense, which pertains principally to our stock options and restricted stock, including restricted stock with performance conditions, was $ 19.7 million and $ 36.2 million for the three and six months ended June 30, 2023 as compared to $ 14.5 million and $ 31.5 million for the three and six months ended June 30, 2022 and is included within the unaudited Consolidated Statements of Operations under “General and administrative.” Stock Options The Company granted 2,362 and 840,235 stock options during the three and six months ended June 30, 2023 respectively, as compared to 3,316 and 396,365 for the three and six months ended June 30, 2022 respectively. Cash-settled Phantom Stock Units Our outstanding phantom stock units (“CPUs”), are settled in cash and entitle plan recipients to receive a cash payment based on the fair value of the Company’s common stock which is based on the closing stock price of the trading day preceding the vest date. Our CPUs vest over a period of one to four years . The CPUs are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period. The Company has a liability, which is included in “Accrued expenses and other current liabilities” within the unaudited Consolidated Balance Sheets, associated with its cash-settled CPUs of $ 1.7 million and $ 2.1 million as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023, there was a total of $ 2.3 million unrecognized compensation cost related to CPUs that will be recognized over the awards remaining weighted-average vesting period of 0.8 years. For the three and six months ended June 30, 2023, the Company recognized $ 0.9 million and $ 1.6 million of compensation expense associated with these awards, respectively, as compared to $ 0.8 million and $ 1.4 million for the three and six months ended June 30, 2022. Compensation expense associated with our CPUs is recorded in “General and administrative” within the unaudited Consolidated Statements of Operations. We paid $ 2.0 million and $ 8.0 million for the six months ended June 30, 2023 and 2022, respectively, pertaining to cash-settled CPUs. Stock Appreciation Rights Our outstanding SARs are settled in cash and are accounted for as liability awards, and generally vest over a period of four years . The fair value of cash-settled SARs is calculated each reporting period and estimated using the Black-Scholes option pricing model. The Company has a liability, which is included in “Accrued expenses and other current liabilities” within the unaudited Consolidated Balance Sheets, associated with its cash-settled SARs of $ 5.7 million and $ 9.2 million as of June 30, 2023 and December 31, 2022, respectively. For SARs held by employees of the Company, there was $ 2.4 million of total unrecognized compensation cost as of June 30, 2023 that will be recognized over the awards remaining weighted-average vesting period of 1.7 years. The Company recognized a reduction to compensation expense of $ 3.6 million and $ 3.7 million for the three and six months ended June 30, 2023, as compared to a reduction to compensation expense of $ 6.8 million for the three and six months ended June 30, 2022. Compensation expense associated with our SARs is recorded in “General and administrative” within the unaudited Consolidated Statements of Operations. We paid $ 0.6 million and $ 2.1 million during the six months ended June 30, 2023 and 2022, respectively, related to cash-settled SARs. Other In the second quarter of 2021, the Company entered into two promissory notes with shareholders for a total of $ 9.0 million. The promissory notes were unsecured with interest of 2.25 %. During the first quarter of 2023, the outstanding loan balance was settled and recorded as an increase of equity within “Additional paid-in capital” in our unaudited Consolidated Balance Sheets. Note 14— Earnings per Share For the three and six months ended June 30, 2023 and 2022 we recorded net income attributable to PENN. As such, we used diluted weighted-average common shares outstanding when calculating diluted income per share. Stock options, restricted stock, convertible preferred shares and convertible debt that could potentially dilute basic EPS in the future are included in the computation of diluted income per share. 32 Table of Contents The following table sets forth the allocation of net income for the three and six months ended June 30, 2023 and 2022 under the two-class method. For the three months ended June 30, For the six months ended June 30, (in millions) 2023 2022 2023 2022 Net income attributable to PENN Entertainment $ 78.4 $ 26.1 $ 592.9 $ 77.8 Net income applicable to preferred stock 0.2 0.1 1.7 0.3 Net income applicable to common stock $ 78.2 $ 26.0 $ 591.2 $ 77.5 The following table reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and six months ended June 30, 2023 and 2022: For the three months ended June 30, For the six months ended June 30, (in millions) 2023 2022 2023 2022 Weighted-average common shares outstanding 152.8 164.8 153.0 166.5 Assumed conversion of: Dilutive stock options 0.7 1.1 0.8 1.4 Dilutive restricted stock 0.3 0.2 0.3 0.3 Convertible debt 14.1 14.1 14.1 14.1 Weighted-average common shares outstanding - Diluted 167.9 180.2 168.2 182.3 Restricted stock with performance and market based vesting conditions that have not been met as of June 30, 2023 were excluded from the computation of diluted EPS. Options to purchase 1.8 million and 1.7 million shares were outstanding during the three and six months ended June 30, 2023, compared to 0.9 million and 0.8 million during the three and six months ended June 30, 2022, but were not included in the computation of diluted EPS because they were anti-dilutive. The assumed conversion of 0.4 million preferred shares were excluded from the computation of diluted EPS for each of the three and six months ended June 30, 2023, as compared to 0.6 million preferred shares for each of the three and six months ended June 30, 2022, because including them would have been anti-dilutive. 33 Table of Contents The Company’s calculation of weighted-average common shares outstanding includes the Exchangeable Shares as discussed Note 13, “Stockholders’ Equity and Stock-Based Compensation.” The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2023 and 2022: For the three months ended June 30, For the six months ended June 30, (in millions, except per share data) 2023 2022 2023 2022 Calculation of basic earnings per share: Net income applicable to common stock $ 78.2 $ 26.0 $ 591.2 $ 77.5 Weighted-average shares outstanding - PENN Entertainment 152.2 164.2 152.4 165.9 Weighted-average shares outstanding - Exchangeable Shares 0.6 0.6 0.6 0.6 Weighted-average common shares outstanding - basic 152.8 164.8 153.0 166.5 Basic earnings per share $ 0.51 $ 0.16 $ 3.86 $ 0.47 Calculation of diluted earnings per share: Net income applicable to common stock $ 78.2 $ 26.0 $ 591.2 $ 77.5 Interest expense, net of tax (1) : Convertible Notes 1.8 1.8 3.6 3.7 Diluted income applicable to common stock $ 80.0 $ 27.8 $ 594.8 $ 81.2 Weighted-average common shares outstanding - diluted 167.9 180.2 168.2 182.3 Diluted earnings per share $ 0.48 $ 0.15 $ 3.54 $ 0.45 (1) The three and six months ended June 30, 2023 and 2022 were tax-affected at a rate of 21 %. Note 15— Fair Value Measurements ASC Topic 820, “Fair Value Measurements and Disclosures,” 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 are described below: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions, as there is little, if any, related market activity. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate. The fair value of the Company’s trade accounts receivable and payables approximates the carrying amounts. Cash and Cash Equivalents The fair value of the Company’s cash and cash equivalents approximates their carrying amount, due to the short maturity of the cash equivalents. Equity Securities As of June 30, 2023 and December 31, 2022, we held $ 20.2 million and $ 17.1 million in equity securities of ordinary shares, respectively, which are reported as “Other assets” in our unaudited Consolidated Balance Sheets. These equity securities are the result of PENN Interactive entering into multi-year agreements with third-party online sports betting and/or iCasino operators for online sports betting and iCasino market access across our portfolio. During the three and six months ended June 30, 2023, we recognized unrealized holding gains of $ 6.3 million and $ 3.1 million related to these equity securities, respectively, compared to unrealized holding losses of $ 16.9 million and $ 55.6 million 34 Table of Contents for the three and six months ended June 30, 2022, which is included in “Other,” as reported in “Other income (expenses)” within our unaudited Consolidated Statements of Operations. The fair value of the equity securities was determined using Level 2 inputs, which use market approach valuation techniques. The primary inputs to those techniques include the quoted market price of the equity securities and foreign currency exchange rates. Available-for-Sale Debt Securities The Company acquired 12.0 % secured convertible notes on April 7, 2023 for $ 20.0 million, due on the third-year anniversary of the date of issuance, which are reported in “Other assets” in our unaudited Consolidated Balance Sheets. The terms contain optional and mandatory conversion provisions pursuant to which we will receive common stock upon conversion. As of June 30, 2023, the fair value of the convertible notes approximates the transaction price, as such we did not record any unrealized gains or losses to “Other comprehensive income (loss)” within our unaudited Consolidated Statements of Comprehensive Income (Loss). The fair value of the convertible notes was determined using a binomial lattice model and is categorized as a Level 3 measurement. Held-to-Maturity Securities and Promissory Notes We have a management contract with Retama Development Corporation (“RDC”), a local government corporation of the City of Selma, Texas, to manage the day-to-day operations of Retama Park Racetrack, located outside of San Antonio, Texas. In addition, we own 1.0 % of the equity of Retama Nominal Holder, LLC, which holds a nominal interest in the racing license used to operate Retama Park Racetrack, and a 75.5 % interest in Pinnacle Retama Partners, LLC (“PRP”), which owns the contingent gaming rights that may arise if gaming under the existing racing license becomes legal in Texas in the future. As of June 30, 2023 and December 31, 2022, PRP held $ 7.9 million in promissory notes issued by RDC and $ 6.7 million in local government corporation bonds issued by RDC, at amortized cost. The promissory notes and the local government corporation bonds are collateralized by the assets of Retama Park Racetrack. As of June 30, 2023 and December 31, 2022, the promissory notes and the local government corporation bonds were included in “Other assets” within our unaudited Consolidated Balance Sheets. The contractual terms of these promissory notes include interest payments due at maturity; however, we have not recorded accrued interest on these promissory notes because uncertainty exists as to RDC’s ability to make interest payments. We have the positive intent and ability to hold the local government corporation bonds to maturity and until the amortized cost is recovered. The estimated fair values of such investments are principally based on appraised values of the land associated with Retama Park Racetrack, which are classified as Level 2 inputs. Long-term Debt The fair value of our Amended Term Loan A Facility, Amended Term Loan B Facility, 5.625 % Notes, 4.125 % Notes, and the Convertible Notes is estimated based on quoted prices in active markets and is classified as a Level 1 measurement. Other long-term obligations as of June 30, 2023 and December 31, 2022 included a financing arrangement entered in February of 2021, the relocation fees for Dayton and Mahoning Valley, and the repayment obligation of the hotel and event center located near Hollywood Casino Lawrenceburg. See Note 8, “Long-term Debt” for details. The fair values of the Dayton and Mahoning Valley relocation fees and the Lawrenceburg repayment obligation are estimated based on rates consistent with the Company’s credit rating for comparable terms and debt instruments and are classified as Level 2 measurements. Additionally, in February 2021, we entered into a third-party financing arrangement providing the Company with upfront cash proceeds while permitting us to participate in future proceeds on certain claims. The financing obligation has been classified as a non-current liability and the fair value of the financing obligation is based on what we expect to be settled in a future period of which the principal is contingent and predicated on other events, plus accreted period non-cash interest using an effective interest rate of 27.0 % until the claims and related obligation is settled. The financing obligation has been classified as a Level 3 measurement and is included within our unaudited Consolidated Balance Sheets in “Long-term debt, net of current maturities, debt discount and debt issuance costs.” See Note 8, “Long-term Debt.” 35 Table of Contents Other Liabilities Other liabilities as of June 30, 2023 and December 31, 2022 includes contingent purchase price liabilities related to Plainridge Park Casino and Hitpoint, of which Hitpoint was acquired on May 11, 2021. The Hitpoint contingent purchase price liability is payable in installments up to a maximum of $ 1.0 million in the form of cash and equity, on the first three anniversaries of the acquisition close date and is based on the achievement of mutual goals established by the Company and Hitpoint. As of June 30, 2023, there is one annual achievement period remaining. The Plainridge Park Casino contingent purchase price liability is calculated based on earnings of the gaming operations over the first ten years of operations, which commenced on June 24, 2015. As of June 30, 2023, we were contractually obligated to make three additional annual payments. The fair value of the Plainridge Park Casino contingent purchase price liability is estimated based on an income approach using a discounted cash flow model. These contingent purchase price liabilities have been classified as a Level 3 measurement and are included within our unaudited Consolidated Balance Sheets in “Accrued expenses and other current liabilities” or “Other long-term liabilities,” depending on the timing of the next payment. The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows: June 30, 2023 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 1,271.6 $ 1,271.6 $ 1,271.6 $ — $ — Equity securities $ 20.2 $ 20.2 $ — $ 20.2 $ — Available-for-sale debt securities $ 20.0 $ 20.0 $ — $ — $ 20.0 Held-to-maturity securities $ 6.7 $ 6.7 $ — $ 6.7 $ — Promissory notes $ 7.9 $ 7.9 $ — $ 7.9 $ — Financial liabilities: Long-term debt Amended Credit Facilities $ 1,487.7 $ 1,501.1 $ 1,501.1 $ — $ — 5.625 % Notes $ 399.7 $ 375.5 $ 375.5 $ — $ — 4.125 % Notes $ 394.2 $ 326.5 $ 326.5 $ — $ — Convertible Notes $ 325.2 $ 406.9 $ 406.9 $ — $ — Other long-term obligations $ 172.2 $ 170.8 $ — $ 35.9 $ 134.9 Other liabilities $ 9.6 $ 9.6 $ — $ 2.7 $ 6.9 December 31, 2022 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 1,624.0 $ 1,624.0 $ 1,624.0 $ — $ — Equity securities $ 17.1 $ 17.1 $ — $ 17.1 $ — Held-to-maturity securities $ 6.7 $ 6.7 $ — $ 6.7 $ — Promissory notes $ 7.9 $ 7.9 $ — $ 7.9 $ — Financial liabilities: Long-term debt Amended Credit Facilities $ 1,503.6 $ 1,514.7 $ 1,514.7 $ — $ — 5.625 % Notes $ 399.7 $ 371.0 $ 371.0 $ — $ — 4.125 % Notes $ 393.8 $ 327.0 $ 327.0 $ — $ — Convertible Notes $ 324.3 $ 550.8 $ 550.8 $ — $ — Other long-term obligations $ 156.1 $ 154.4 $ — $ 36.4 $ 118.0 Other liabilities $ 9.9 $ 9.6 $ — $ 2.4 $ 7.2 Puts and calls related to certain Barstool shares $ 0.4 $ 0.4 $ 0.4 $ — 36 Table of Contents The following table summarizes the changes in fair value of our Level 3 assets and liabilities measured on a recurring basis: (in millions) Other Assets and Liabilities Balance as of January 1, 2023 $ 125.2 Additions 20.0 Interest 16.8 Payment installments ( 0.7 ) Included in earnings (1) 0.5 Balance as of June 30, 2023 $ 161.8 (1) The expense is included in “General and administrative” within our unaudited Consolidated Statements of Operations. The following table summarizes the significant unobservable inputs used in calculating fair value for our Level 3 assets and liabilities on a recurring basis as of June 30, 2023: Valuation Technique Unobservable Input Discount Rate Available-for-sale debt securities Discounted cash flow Discount rate 35.0 % Other long-term obligation Discounted cash flow Discount rate 27.0 % Contingent purchase price - Plainridge Park Casino Discounted cash flow Discount rate 7.6 % Note 16— Segment Information We have aggregated our operating segments into five reportable segments. Retail operating segments are based on the similar characteristics within the regions in which they operate: Northeast, South, West, and Midwest. Our Interactive segment includes all of our online sports betting, iCasino and social gaming operations, management of retail sports betting, media, and the operating results of Barstool (the remaining 64 % of Barstool common stock, not already owned by PENN, was acquired on February 17, 2023, as discussed in Note 6, “Acquisitions and Dispositions” ). The Other category is included in the following tables to reconcile the segment information to the consolidated information. 37 Table of Contents The Company utilizes Adjusted EBITDAR (as defined below) as its measure of segment profit or loss. The following table highlights our revenues and Adjusted EBITDAR for each reportable segment and reconciles Adjusted EBITDAR on a consolidated basis to net income. For the three months ended June 30, For the six months ended June 30, (in millions) 2023 2022 2023 2022 Revenues: Northeast segment $ 688.0 $ 684.9 $ 1,388.5 $ 1,343.4 South segment 308.3 338.6 623.1 680.0 West segment 130.0 153.8 259.7 294.7 Midwest segment 293.3 296.3 588.6 579.2 Interactive segment 257.5 154.9 491.0 296.4 Other (1) 6.2 5.9 12.0 13.2 Intersegment eliminations (2) ( 8.5 ) ( 7.5 ) ( 14.8 ) ( 15.8 ) Total $ 1,674.8 $ 1,626.9 $ 3,348.1 $ 3,191.1 Adjusted EBITDAR (3) : Northeast segment $ 217.3 $ 214.4 $ 430.2 $ 419.6 South segment 120.9 143.3 244.5 289.8 West segment 49.6 59.7 98.7 110.9 Midwest segment 127.1 131.3 252.7 256.8 Interactive segment ( 12.8 ) ( 20.8 ) ( 18.5 ) ( 30.8 ) Other (1) ( 25.3 ) ( 23.4 ) ( 52.6 ) ( 47.1 ) Total (3) 476.8 504.5 955.0 999.2 Other operating benefits (costs) and other income (expenses): Rent expense associated with triple net operating leases (4) ( 146.4 ) ( 28.0 ) ( 292.4 ) ( 88.1 ) Stock-based compensation ( 19.7 ) ( 14.5 ) ( 36.2 ) ( 31.5 ) Cash-settled stock-based awards variance 6.2 9.5 9.1 12.4 Loss on disposal of assets — ( 7.3 ) — ( 7.2 ) Contingent purchase price ( 0.2 ) 0.9 ( 0.5 ) 1.0 Pre-opening expenses — ( 2.1 ) — ( 3.6 ) Depreciation and amortization ( 110.6 ) ( 150.3 ) ( 218.1 ) ( 268.5 ) Insurance recoveries, net of deductible charges 13.6 — 13.6 8.8 Non-operating items of equity method investments (5) ( 0.9 ) ( 0.3 ) ( 5.4 ) ( 2.1 ) Interest expense, net ( 115.6 ) ( 195.0 ) ( 228.6 ) ( 356.2 ) Interest income 9.9 1.4 20.3 1.8 Gain on Barstool Acquisition, net (6) — — 83.4 — Gain on REIT transactions, net (7) — — 500.8 — Loss on early extinguishment of debt — ( 10.4 ) — ( 10.4 ) Other (8) ( 0.3 ) ( 26.0 ) ( 5.9 ) ( 74.0 ) Income before income taxes 112.8 82.4 795.1 181.6 Income tax expense ( 34.7 ) ( 56.3 ) ( 202.6 ) ( 103.9 ) Net income $ 78.1 $ 26.1 $ 592.5 $ 77.7 (1) The Other category consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club, Sam Houston and Valley Race Park, the Company’s joint venture interests in Freehold Raceway, and our management contract for Retama Park Racetrack. The Other category also includes corporate overhead costs, which consist of certain expenses, such as: payroll, professional fees, travel expenses and other general and administrative expenses that do not directly relate or have not otherwise been allocated. Corporate overhead costs were $ 24.8 million and $ 51.1 38 Table of Contents million for the three and six months ended June 30, 2023, respectively, as compared to $ 23.6 million and $ 48.4 million for the three and six months ended June 30, 2022, respectively. (2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive. (3) We define Adjusted EBITDAR as earnings before interest expense, net, interest income, income taxes, depreciation and amortization, rent expense associated with triple net operating leases (see footnote (4) below), stock-based compensation, debt extinguishment charges, impairment losses, insurance recoveries, net of deductible charges, changes in the estimated fair value of our contingent purchase price obligations, gain or loss on disposal of assets, the difference between budget and actual expense for cash-settled stock-based awards; pre-opening expenses; non-cash gains/losses associated with REIT transactions; non-cash gains/losses associated with partial and step acquisitions as measured in accordance with ASC 805 “Business Combinations”; and other. Adjusted EBITDAR is also inclusive of income or loss from unconsolidated affiliates, with our share of non-operating items (see footnote (5) below) added back for Barstool and our Kansas Entertainment joint venture. (4) For the three and six months ended June 30, 2023, pertains to the operating lease components contained within the: (i) AR PENN Master Lease; (ii) 2023 Master Lease; (iii) Margaritaville Lease; and (iv) Greektown Lease. For the three and six months ended June 30, 2022, pertains to the operating lease components contained within the (i) PENN Master Lease (specific to the land and building components associated with the operations of Dayton and Mahoning Valley); (ii) Meadows Lease; (iii) Margaritaville Lease; (iv) Greektown Lease; and (v) Tropicana Lease (which terminated on September 26, 2022). (5) Consists principally of interest expense, net, income taxes, depreciation and amortization, and stock-based compensation expense associated with Barstool prior to us acquiring the remaining 64 % of Barstool common stock (see Note 6, “Acquisitions and Dispositions” ) and our Kansas Entertainment joint venture. (6) Includes a gain of $ 66.5 million associated with Barstool related to remeasurement of the equity investment immediately prior to the acquisition date of February 17, 2023 and a gain of $ 16.9 million related to the acquisition of the remaining 64 % of Barstool common stock (see Note 6, “Acquisitions and Dispositions” ). (7) Upon the execution of the February 21, 2023 AR PENN Master Lease and the 2023 Master Lease, both effective January 1, 2023, we recognized a gain of $ 500.8 million as a result of the reclassification and remeasurement of lease components (see Note 9, “Leases” ). (8) Primarily relates to unrealized holding gains on our equity securities of $ 6.3 million and $ 3.1 million, respectively, for the three and six months ended June 30, 2023, offset by transaction and finance transformation costs. Primarily relates to unrealized holding losses of $ 16.9 million and $ 55.6 million, respectively, for the three and six months ended June 30, 2022, which are discussed in Note 15, “Fair Value Measurements. ” The table below presents capital expenditures by segment: For the three months ended June 30, For the six months ended June 30, (in millions) 2023 2022 2023 2022 Capital expenditures: Northeast segment $ 24.7 $ 25.1 $ 47.5 $ 55.7 South segment 15.4 16.6 29.1 36.3 West segment 6.5 2.2 10.3 4.0 Midwest segment 16.9 7.4 29.6 14.2 Interactive segment 2.6 2.1 9.7 3.2 Other 3.5 6.6 6.6 12.2 Total capital expenditures $ 69.6 $ 60.0 $ 132.8 $ 125.6 The table below presents investment in and advances to unconsolidated affiliates and total assets by segment: (in millions) Northeast South West Midwest Interactive Other (1) Total Balance sheet as of June 30, 2023 Investment in and advances to unconsolidated affiliates $ 0.1 $ — $ — $ 80.7 $ — $ 5.6 $ 86.4 Total assets $ 1,998.9 $ 1,235.7 $ 367.9 $ 1,249.1 $ 3,246.2 $ 8,930.2 $ 17,028.0 Balance sheet as of December 31, 2022 Investment in and advances to unconsolidated affiliates $ 0.1 $ — $ — $ 81.5 $ 160.9 $ 6.1 $ 248.6 Total assets $ 2,231.8 $ 1,191.9 $ 372.4 $ 1,305.5 $ 4,233.7 $ 8,166.8 $ 17,502.1 (1) The real estate assets subject to the Master Leases, which are classified as either property and equipment, operating lease ROU assets, or finance lease ROU assets, are included within the Other category. Note 17— Subsequent Events On August 8, 2023, PENN entered into the Sportsbook Agreement with ESPN which provides for a long-term strategic relationship between PENN and ESPN relating to online sports betting in the United States. 39 Table of Contents Pursuant to the Sportsbook Agreement, PENN will rebrand its existing Barstool Sportsbook across all online platforms in the United States as ESPN Bet (the “Sportsbook”) and will oversee daily operations of the Sportsbook. The Sportsbook Agreement provides PENN with an exclusive license to use the ESPN Bet trademark in the United States in connection with the Sportsbook. In addition, ESPN will provide certain marketing, content integration and promotional services in support of the Sportsbook, including access to ESPN talent, and will exclusively promote the Sportsbook in the United States, subject to certain exceptions, in accordance with a mutually agreed on-channel marketing plan. The Sportsbook will be deeply integrated within the broader ESPN editorial, content, digital product and sports programming ecosystem, with access to ESPN’s industry leading audience and database. The Sportsbook Agreement has an initial 10-year term and may be extended for an additional ten years upon mutual agreement of PENN and ESPN. In consideration for the media marketing services and brand and other rights provided by ESPN, PENN will pay $ 150.0 million per year in cash pursuant to the Sportsbook Agreement for the initial 10-year term and issue the warrants pursuant to the Investment Agreement (as defined and described in more detail below). In addition, the Sportsbook Agreement may be terminated by either party (i) in the case of an uncured material breach by or bankruptcy of the other party, (ii) if at the end of year 3 of the term the Sportsbook has not achieved a specified level of market share based on gross gaming revenue in the states in which the Sportsbook operates while branded ESPN Bet, (iii) in certain circumstances, if the other party or certain of its officers is the subject of a criminal or other investigation by federal or state authorities, is charged with certain crimes or commits certain other acts, including those which would reasonably be expected to cause material damage to the terminating party’s reputation or brand, or (iv) in certain circumstances involving non-compliance with data privacy laws. In addition, ESPN has the right to terminate the Sportsbook Agreement (i) a repeated material breach by PENN of the terms of the ESPN intellectual property license or an uncured material breach by PENN of the terms of the ESPN intellectual property license that results in material harm to the reputation or goodwill associated with the ESPN brand or name, (ii) in certain circumstances where PENN commits a material failure of specified product and technology guidelines or certain customer service level metrics, (iii) if at the end of year 3 or year 7 of the term the Sportsbook’s market access is not at least a specified percentage of the total market access by the online sportsbook operator with the most expansive market access, subject to certain exceptions, (iv) if ESPN undergoes certain transactions involving a significant change in ownership of ESPN, subject to the payment of a termination fee to PENN or (v) in certain circumstances if PENN undergoes certain transactions involving a significant change in ownership of PENN, including such a transaction involving a competitor of The Walt Disney Company (“TWDC”). PENN has the right to terminate the Sportsbook Agreement (i) if ESPN undergoes certain transactions resulting in a significant change in ownership of ESPN involving a competitor of PENN, (ii) in certain circumstances related to the suitability of ESPN, TWDC or certain of their respective officers for gaming regulatory purposes or (iii) in certain circumstances if PENN is unable to utilize the ESPN Bet brand in states comprising a specified percentage of the aggregate population for all states in which PENN conducts online sports betting in the United States. In connection with the Sportsbook Agreement, PENN and ESPN, Inc. entered into an Investment Agreement (the “Investment Agreement”) on August 8, 2023. The Investment Agreement provides for the issuance to ESPN, Inc. of certain warrants to purchase shares of PENN common stock, par value $ 0.01 per share, and setting forth certain other governance rights of ESPN, Inc. Pursuant to the Investment Agreement PENN issued to ESPN warrants to purchase approximately 31.8 million shares of PENN common stock. The warrants are expected to be classified as equity and contain three separate tranches which vest quarterly over ten years from the date of the Investment Agreement, provided that any remaining unvested portion of the first tranche of warrants will vest on August 8, 2032. If the Sportsbook Agreement is terminated due to certain breaches of the Sportsbook Agreement by PENN, then all unvested warrants will immediately vest. If the Sportsbook Agreement is terminated for any other reason, then all unvested warrants will immediately be forfeited, subject to certain exceptions. At the grant date, the fair value of the awards was determined using the Black Scholes pricing model with contractual terms ranging from 9.5 to 11.5 years, and strike prices ranging from $ 26.08 to $ 32.60 . Additionally, if after February 29, 2024 and during the term of the Sportsbook Agreement, PENN achieves specified performance conditions based on an average market share based on gross gaming revenue in the states in which the Sportsbook operates (as defined within the Investment Agreement), PENN could issue to ESPN warrants to purchase up to an additional 6.4 million shares of PENN common stock. The additional warrants will be fully vested upon issuance, have an exercise price of $ 28.95 and will be exercisable for 10.5 years from the date of issuance. Further details on the Investment Agreement are contained in PENN’s Current Report on Form 8-K dated August 8, 2023. In connection with the Sportsbook Agreement, PENN entered into the Barstool SPA on August 8, 2023. Pursuant to the Barstool SPA, PENN sold 100 % of the outstanding shares of Barstool to David Portnoy in exchange for a nominal cash consideration ($ 1.00 dollar) and certain non-compete and other restrictive covenants. Pursuant to the Barstool SPA, PENN has the right to receive 50 % of the gross proceeds received by David Portnoy in any subsequent sale or other monetization event of Barstool. See Note 6, “Acquisitions and Dispositions” for further information. 40 Table of Contents