PENN Entertainment, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of PENN Entertainment, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of PENN Entertainment, Inc. and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Goodwill – Refer to Notes 2 and 9 to the financial statements Critical Audit Matter Description The Company’s goodwill is tested annually for impairment, or more frequently if indicators of impairment exist, by comparing the fair value of each reporting unit to their carrying amount. The Company determines the fair value of its reporting units using a combination of income-based and market-based approaches. The key inputs in determining the fair value of its reporting units include projected operating cash flows discounted to reflect the level of risk associated with receiving future cash flows. As of December 31, 2023, the book value of goodwill was $2,695.1 million of which $1,663.9 million was allocated to the Interactive reporting unit (“Interactive”). The fair value of the Interactive reporting unit exceeded its carrying value by 9.7% as of the measurement date, therefore, no impairment was recognized. 55 Table of Contents Auditing the fair value of the Interactive reporting unit involved a high degree of subjectivity in evaluating whether management’s estimates and assumptions of projected revenue and operating cash flows and the selection of the discount rate used to derive the fair value were reasonable, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to forecasts of revenue and operating cash flows and the determination of the discount rates used by management to estimate the fair value of the reporting unit included the following, among others: • We tested the effectiveness of controls over determining the fair value, including those over the forecasts of revenue and operating cash flows and the selection of the discount rates. • We evaluated management’s ability to accurately forecast revenues and operating cash flows by comparing actual results to management’s historical forecasts. • We evaluated the reasonableness of management’s operating cash flow forecasts by comparing the forecasts to: ◦ Historical results ◦ Internal communications to management and the Board of Directors; and ◦ Forecasted information included in the Company’s press release as well as in analyst and industry reports for the Company and certain of its peer companies • With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by: ◦ Testing the source information underlying the determination of the discount rate and the mathematical accuracy of the calculations; and ◦ Developing a range of independent estimates and comparing those to the discount rate selected by management. Lease Amendments – Refer to Notes 2 and 12 to the financial statements Critical Audit Matter Description The Company amended the PENN Master Lease between the Company and Gaming and Leisure Properties, Inc. (“GLPI”) on February 21, 2023 (the “AR PENN Master Lease”) and concurrently entered into a new triple net master lease (the “2023 Master Lease”) with GLPI. The Company concluded the AR PENN Master Lease amendment constituted a modification event under Accounting Standards Codification Topic 842, (“ASC 842”). The Company determined that it is not reasonably certain it will exercise any of the renewal options under the AR PENN Master Lease and 2023 Master Lease and therefore determined the lease terms should not extend through the optional three renewal terms of five years each. The Company performed a lease classification test to apply ASC 842 to the 2023 Master Lease and AR Penn Master Lease modification to determine if the lease will be accounted for as an operating, sales-type lease, or direct financing lease. The lease classification tests and the resulting calculations require subjective judgments, such as determining the likelihood the Company will exercise all renewal options, in order to determine the lease term. A change in this judgment can result in a material difference in the financial statement presentation. Given the significant judgments made by management to determine the expected lease term, we performed audit procedures to assess the reasonableness of such judgments, which required a high degree of auditor judgment. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the judgments surrounding the determination of the lease term for the new and modified lease included the following, among others: • We tested the effectiveness of the controls over management’s assessment of the likelihood the Company would exercise all renewal options. • We evaluated the significant judgments made by management to determine the expected lease term by: 56 Table of Contents ◦ Obtaining lease agreements to examine material lease provisions considered by management in their analysis; ◦ Evaluating the Company’s historical pattern of lease modifications by examining both confirming and contradictory evidence; and ◦ Assessing the significance of the leased assets to the Company’s operations by examining financial information. Barstool Acquisition – Refer to Notes 2 and 6 to the financial statements Critical Audit Matter Description The Company completed the acquisition of Barstool Sports, Inc. (“Barstool”) on February 17, 2023, by purchasing the remaining 64% of the outstanding shares of Barstool common stock for $405.5 million (“Barstool Acquisition”) and at the closing date of the acquisition, determined the fair value of Barstool to be $660.0 million, which resulted in a gain of $83.4 million. The Company allocated the fair value of Barstool to the underlying tangible and identifiable intangible assets acquired and liabilities assumed and any noncontrolling interests assumed based on their estimated fair values, including tradename, with any excess recorded as goodwill. The fair value determination of the fair value of Barstool and the tradename required management to make significant estimates and assumptions around expected cash flows and projected financial results, including forecasted revenues (collectively the “forecast”) and the selection of a discount rate. Changes to these assumptions and estimates could have a significant impact on the value of the tradename and recognition of goodwill. Therefore, auditing the forecast and the selection of the discount rate involved a higher degree of auditor judgement and subjectivity, including the involvement of fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the forecasts and selection of discount rate used in the determining the fair value of Barstool and the tradename included the following, among others: • We tested the effectiveness of controls over the valuation of Barstool and the tradename, including management's controls over forecasted revenue growth rates, forecasted cash flows and selection of the discount rate. • We evaluated the reasonableness of management's forecasts by: ▪ Comparing the forecasts to information included in the company’s communications to the Board of Directors; ▪ Comparing the forecast to historical financial results and industry reports; and ▪ Conducting inquiries with management. • With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by: ▪ Testing the source information underlying the determination of the discount rate and testing the mathematical accuracy of the calculations; and ▪ Developing a range of independent estimates and comparing those to the discount rate selected by management. Barstool Disposition and Indemnification Liability – Refer to Notes 6 and 19 to the financial statements Critical Audit Matter Description On August 8, 2023, the Company entered into a stock purchase agreement (the “Barstool SPA”) and sold 100% of the outstanding shares of Barstool to David Portnoy in exchange for nominal cash consideration (one dollar) and certain non-compete and other restrictive covenants (the “Barstool Disposition”). Under the Barstool SPA, the Company has the right to receive 50% of the gross proceeds received by David Portnoy in any subsequent sale or other monetization event of Barstool and the Company will indemnify Barstool and its subsidiaries and David Portnoy for certain tax matters. As of December 31, 2023, the Company recorded a $70.0 million indemnification liability associated with this obligation. Additional audit effort was required to assess whether the Barstool Disposition and indemnification liability were properly accounted for and disclosed in the financial statements. The indemnification liability required management to make significant 57 Table of Contents estimates and assumptions, including the fair value of the shares of Barstool at the time of the disposition and the probability of potential outcomes. Auditing the fair value of the shares of Barstool and the probability of potential outcomes involved a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value and tax specialists, in evaluating whether management’s estimates and assumptions, including the valuation methodology and key inputs in determining the fair value of the shares of Barstool (revenue multiples and revenue forecasts) and the probability of potential outcomes, were reasonable. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to evaluating whether the Barstool Disposition and indemnification liability were accounted for and disclosed properly in the financial statements included the following, among others: • We tested the effectiveness of controls over the Company’s determination of the accounting and disclosure of the Barstool Disposition, including the determination of key inputs in the determination of the indemnification liability. • We evaluated the form and substance of the transaction by: ◦ Examining the terms and provisions included in the Barstool SPA; ◦ Conducting inquiries with management and the audit committee and examining board of director meeting minutes to corroborate discussions; and ◦ Examining analyses provided to the board of directors to be considered in their approval of the disposition. • We evaluated the reasonableness of the indemnification liability, including the valuation methodology, key inputs, and potential outcomes by: ◦ Comparing the forecasted revenue to actual financial results and industry reports; ◦ With the assistance of our tax specialist, evaluating the reasonableness of the probability of potential outcomes by: ▪ Assessing the tax position taken, including reviewing opinions provided to the Company from outside tax specialists. ◦ With the assistance of our fair value specialists, evaluating the reasonableness of the valuation methodology and revenue multiples by: • Testing the source information underlying the determination of the business valuation and testing the mathematical accuracy of the calculations; and • Developing a range of independent estimates and comparing those to the revenue multiples selected by management. ▪ Evaluating whether the value of Barstool was reasonable in consideration of evidence obtained in other areas of the audit. • We evaluated whether the financial statement disclosures were consistent with the terms and purpose of the disposition. /s/ Deloitte & Touche LLP Philadelphia, Pennsylvania February 22, 2024 We have served as the Company’s auditor since 2017. 58 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, (in millions, except share and per share data) 2023 2022 Assets Current assets Cash and cash equivalents $ 1,071.8 $ 1,624.0 Accounts receivable, net 319.0 247.0 Prepaid expenses 225.6 106.1 Other current assets 42.6 36.3 Total current assets 1,659.0 2,013.4 Property and equipment, net 3,514.0 4,515.5 Investment in and advances to unconsolidated affiliates 84.9 248.6 Goodwill 2,695.1 2,689.5 Other intangible assets, net 1,618.2 1,738.9 Lease right-of-use assets 6,305.7 6,103.3 Other assets 187.3 192.9 Total assets $ 16,064.2 $ 17,502.1 Liabilities Current liabilities Accounts payable $ 36.6 $ 40.1 Current maturities of long-term debt 47.6 56.2 Current portion of financing obligations 41.3 63.4 Current portion of lease liabilities 342.6 194.3 Accrued expenses and other current liabilities 1,021.9 804.7 Total current liabilities 1,490.0 1,158.7 Long-term debt, net of current maturities, debt discount, and debt issuance costs 2,718.0 2,721.3 Long-term portion of financing obligations 2,386.1 3,970.7 Long-term portion of lease liabilities 6,006.6 5,903.0 Deferred income taxes 117.6 33.9 Other long-term liabilities 146.3 117.9 Total liabilities 12,864.6 13,905.5 Commitments and contingencies (Note 13) 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 for both periods, and no shares and 581 shares outstanding) — 19.4 Common stock ($ 0.01 par value, 400,000,000 shares authorized, 176,719,596 and 172,632,389 shares issued, and 151,552,694 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 issued, and 560,267 and 620,019 shares outstanding) — — Treasury stock, at cost, ( 25,166,902 and 19,728,681 shares) ( 779.5 ) ( 629.5 ) Additional paid-in capital 4,436.6 4,220.2 Retained earnings (accumulated deficit) ( 335.5 ) 154.5 Accumulated other comprehensive loss ( 121.3 ) ( 168.6 ) Total PENN Entertainment, Inc. stockholders’ equity 3,202.1 3,597.7 Non-controlling interest ( 2.5 ) ( 1.1 ) Total stockholders’ equity 3,199.6 3,596.6 Total liabilities and stockholders’ equity $ 16,064.2 $ 17,502.1 See accompanying notes to the Consolidated Financial Statements. 59 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the year ended December 31, (in millions, except per share data) 2023 2022 2021 Revenues Gaming $ 4,905.8 $ 5,201.7 $ 4,945.3 Food, beverage, hotel, and other 1,457.1 1,200.0 959.7 Total revenues 6,362.9 6,401.7 5,905.0 Operating expenses Gaming 2,989.4 2,864.4 2,540.7 Food, beverage, hotel, and other 1,011.4 767.2 607.3 General and administrative 1,563.4 1,110.4 1,352.9 Depreciation and amortization 435.1 567.5 344.5 Impairment losses 130.6 118.2 — Loss on disposal of Barstool 923.2 — — Total operating expenses 7,053.1 5,427.7 4,845.4 Operating income (loss) ( 690.2 ) 974.0 1,059.6 Other income (expenses) Interest expense, net ( 464.7 ) ( 758.2 ) ( 562.8 ) Interest income 40.3 18.3 1.1 Income from unconsolidated affiliates 25.3 23.7 38.7 Gain on Barstool Acquisition, net 83.4 — — Gain on REIT transactions, net 500.8 — — Loss on early extinguishment of debt — ( 10.4 ) — Other 5.5 ( 72.1 ) 2.5 Total other income (expenses) 190.6 ( 798.7 ) ( 520.5 ) Income (loss) before income taxes ( 499.6 ) 175.3 539.1 Income tax benefit (expense) 8.2 46.4 ( 118.6 ) Net income (loss) ( 491.4 ) 221.7 420.5 Less: Net loss attributable to non-controlling interest 1.4 0.4 0.3 Net income (loss) attributable to PENN Entertainment, Inc. $ ( 490.0 ) $ 222.1 $ 420.8 Earnings (loss) per share Basic earnings (loss) per share $ ( 3.22 ) $ 1.37 $ 2.64 Diluted earnings (loss) per share $ ( 3.22 ) $ 1.29 $ 2.48 Weighted-average common shares outstanding—basic 152.1 161.2 158.7 Weighted-average common shares outstanding—diluted 152.1 176.6 175.5 See accompanying notes to the Consolidated Financial Statements. 60 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the year ended December 31, (in millions) 2023 2022 2021 Net income (loss) $ ( 491.4 ) $ 221.7 $ 420.5 Other comprehensive income (loss): Unrealized gain on debt securities, net of tax expense of $ 1.0 3.2 — — Foreign currency translation adjustment during the period 44.1 ( 114.2 ) ( 54.4 ) Other comprehensive income (loss) 47.3 ( 114.2 ) ( 54.4 ) Total comprehensive income (loss) ( 444.1 ) 107.5 366.1 Less: Comprehensive loss attributable to non-controlling interest 1.4 0.4 0.3 Comprehensive income (loss) attributable to PENN Entertainment, Inc. $ ( 442.7 ) $ 107.9 $ 366.4 See accompanying notes to the Consolidated Financial Statements. 61 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Treasury Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Total PENN Stock-holders’ Equity Non-Controlling Interest Total Stock-holders’ Equity (in millions, except share data) Shares Amount PENN Entertainment Shares Amount Exchangeable Shares Amount Balance as of January 1, 2021 883 $ 23.1 155,700,834 $ 1.6 — $ — $ ( 28.4 ) $ 3,167.2 $ ( 507.3 ) $ — $ 2,656.2 $ ( 0.4 ) $ 2,655.8 Share-based compensation arrangements — — 1,061,242 — — — — 35.1 — — 35.1 — 35.1 Share issuance in connection with acquisitions — — 12,561,127 0.1 697,539 — — 1,039.5 — — 1,039.6 — 1,039.6 Preferred stock issuance 86 8.1 — — — — — — — — 8.1 — 8.1 Preferred stock conversions ( 194 ) ( 5.4 ) 194,200 — — — — 5.4 — — — — — Exchangeable shares conversions — — 44,480 — ( 44,480 ) — — — — — — — — Currency translation adjustment — — — — — — — — — ( 54.4 ) ( 54.4 ) — ( 54.4 ) Net income (loss) — — — — — — — — 420.8 — 420.8 ( 0.3 ) 420.5 Other — — — — — — — ( 7.6 ) — — ( 7.6 ) — ( 7.6 ) Balance as of December 31, 2021 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 — — 607,818 — — — — 58.1 — — 58.1 — 58.1 Share repurchases — — ( 17,561,288 ) — — — ( 601.1 ) — — — ( 601.1 ) — ( 601.1 ) Preferred stock conversions ( 194 ) ( 6.4 ) 194,200 — — — — 6.4 — — — — — Common stock issuance — — 68,055 — — — — 2.2 — — 2.2 — 2.2 Exchangeable shares conversions — — 33,040 — ( 33,040 ) — — — — — — — — Currency translation adjustment — — — — — — — — — ( 114.2 ) ( 114.2 ) — ( 114.2 ) Cumulative-effect adjustment upon adoption of ASU 2020-06 — — — — — — — ( 88.2 ) 18.9 — ( 69.3 ) — ( 69.3 ) Net income (loss) — — — — — — — — 222.1 — 222.1 ( 0.4 ) 221.7 Other — — — — — — — 2.1 — — 2.1 — 2.1 Balance as of December 31, 2022 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 — — 997,137 — — — — 85.9 — — 85.9 — 85.9 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 ( 581 ) ( 19.4 ) 580,600 — — — — 19.4 — — — — — Common stock issuance — — 4,055 — — — — 0.1 — — 0.1 — 0.1 Exchangeable share issuance — — — — 2,854 — — — — — — — — Exchangeable shares conversions — — 62,606 — ( 62,606 ) — — — — — — — — Investment Agreement warrants (Note 13) — — — — — — — 22.8 — — 22.8 — 22.8 Unrealized gain on debt securities — — — — — — — — — 3.2 3.2 — 3.2 Currency translation adjustment — — — — — — — — — 44.1 44.1 — 44.1 Net loss — — — — — — — — ( 490.0 ) — ( 490.0 ) ( 1.4 ) ( 491.4 ) Other — — — 0.1 — — ( 0.2 ) 7.4 — — 7.3 — 7.3 Balance as of December 31, 2023 — $ — 151,552,694 $ 1.8 560,267 $ — $ ( 779.5 ) $ 4,436.6 $ ( 335.5 ) $ ( 121.3 ) $ 3,202.1 $ ( 2.5 ) $ 3,199.6 See accompanying notes to the Consolidated Financial Statements. 62 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the year ended December 31, (in millions) 2023 2022 2021 Operating activities Net income (loss) $ ( 491.4 ) $ 221.7 $ 420.5 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 435.1 567.5 344.5 Amortization of debt discount and debt issuance costs 8.1 9.0 22.8 Noncash interest expense 36.1 27.6 17.9 Noncash operating lease expense 305.5 87.5 160.8 Gain on acquisition of Sam Houston — — ( 29.9 ) Gain on Barstool Acquisition, net ( 83.4 ) — — Gain on REIT transactions, net ( 500.8 ) — — Loss on disposal of Barstool 923.2 — — Holding loss on equity securities 6.4 69.9 24.9 Loss on sale or disposal of property and equipment 0.1 7.9 1.1 Gain on Hurricane Laura ( 13.9 ) ( 10.7 ) — Income from unconsolidated affiliates ( 25.3 ) ( 23.7 ) ( 38.7 ) Return on investment from unconsolidated affiliates 33.3 33.8 31.8 Deferred income taxes ( 32.7 ) ( 150.7 ) ( 4.5 ) Stock-based compensation 85.9 58.1 35.1 Investment Agreement warrant expense 12.5 — — Impairment losses 130.6 118.2 — Loss on early extinguishment of debt — 10.4 — Changes in operating assets and liabilities, net of businesses acquired Accounts receivable ( 74.8 ) ( 81.2 ) ( 82.3 ) Prepaid expenses and other current assets ( 66.3 ) ( 24.1 ) ( 32.3 ) Other assets ( 18.2 ) ( 2.2 ) ( 21.7 ) Accounts payable ( 8.6 ) ( 13.4 ) ( 30.4 ) Accrued expenses 25.9 17.4 138.4 Income taxes ( 50.2 ) 27.3 10.2 Operating lease liabilities ( 305.8 ) ( 83.0 ) ( 136.5 ) Other current and long-term liabilities 107.4 ( 2.2 ) 65.2 Other 17.2 13.1 ( 0.8 ) Net cash provided by operating activities 455.9 878.2 896.1 Investing activities Capital expenditures ( 360.0 ) ( 263.4 ) ( 244.1 ) Proceeds from sale of property and equipment 0.5 4.9 1.5 Hurricane Laura insurance proceeds 9.0 25.4 — Sale of Barstool Sports, net of cash ( 50.9 ) — — Consideration paid for acquisitions of businesses, net of cash acquired ( 314.6 ) — ( 877.6 ) Consideration paid for remaining interest of Sam Houston — — ( 42.0 ) Consideration paid for gaming licenses and other intangible assets ( 21.9 ) ( 9.0 ) ( 24.2 ) Acquisition of equity securities — — ( 26.0 ) Cost method investment proceeds received (consideration paid) 8.0 ( 15.0 ) — Other ( 12.7 ) ( 1.5 ) ( 9.4 ) Net cash used in investing activities ( 742.6 ) ( 258.6 ) ( 1,221.8 ) 63 Table of Contents For the year ended December 31, (in millions) 2023 2022 2021 Financing activities Proceeds from issuance of long-term debt, net of discounts — 1,545.0 400.0 Repayments on credit facilities — ( 1,543.2 ) — Principal payments on long-term debt ( 37.5 ) ( 39.3 ) ( 64.4 ) Debt and equity issuance costs — ( 18.2 ) ( 7.5 ) Proceeds from other long-term obligations — — 72.5 Payments of other long-term obligations ( 18.7 ) ( 17.8 ) ( 17.0 ) Principal payments on financing obligations ( 39.2 ) ( 63.2 ) ( 36.0 ) Principal payments on finance leases ( 47.1 ) ( 110.5 ) ( 8.5 ) Proceeds from exercise of options 5.3 6.9 10.8 Repurchase of common stock ( 149.8 ) ( 601.1 ) — Proceeds from insurance financing 34.4 — 26.6 Payments on insurance financing — — ( 26.7 ) Other ( 10.0 ) ( 11.6 ) ( 9.9 ) Net cash provided by (used in) financing activities ( 262.6 ) ( 853.0 ) 339.9 Effect of currency rate changes on cash, cash equivalents, and restricted cash ( 0.4 ) ( 2.5 ) ( 4.5 ) Change in cash, cash equivalents, and restricted cash ( 549.7 ) ( 235.9 ) 9.7 Cash, cash equivalents and restricted cash at the beginning of the year 1,644.2 1,880.1 1,870.4 Cash, cash equivalents and restricted cash at the end of the year $ 1,094.5 $ 1,644.2 $ 1,880.1 For the year ended December 31, (in millions) 2023 2022 2021 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 1,071.8 $ 1,624.0 $ 1,863.9 Restricted cash included in Other current assets 21.5 19.0 15.0 Restricted cash included in Other assets 1.2 1.2 1.2 Total cash, cash equivalents, and restricted cash $ 1,094.5 $ 1,644.2 $ 1,880.1 Supplemental disclosure: Cash paid for interest, net of amounts capitalized $ 420.1 $ 721.7 $ 514.6 Cash payments related to income taxes, net $ 73.9 $ 72.8 $ 108.3 Non-cash activities: Accrued capital expenditures $ 23.5 $ 21.1 $ 27.6 See accompanying notes to the Consolidated Financial Statements 64 Table of Contents PENN ENTERTAINMENT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 December 31, 2023, PENN operated 43 properties in 20 states, online sports betting in 18 jurisdictions and iCasino in five jurisdictions, under a portfolio of well-recognized brands including Hollywood Casino ® , L’Auberge ® , ESPN BET™, 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. 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 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 over 29 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 with Gaming and Leisure Properties, Inc. (Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”), and include 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 12, “Leases,” and collectively referred to as the “Master Leases”). Basis of Presentation: The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Note 2—Significant Accounting Policies Principles of Consolidation: The 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 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 Consolidated Financial Statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Estimates used by us include, among other things, the useful lives for depreciable and amortizable assets, the provision for credit losses, income tax provisions, the evaluation of the future realization of deferred tax assets, indemnification liabilities associated with certain tax matters, determining the adequacy of reserves for self-insured liabilities, the liabilities associated with our PENN Play TM program, the initial measurements of financing obligations and lease liabilities associated with our Master Leases, projected cash flows in assessing the recoverability of long-lived assets, asset impairments, goodwill and other intangible assets, projected cash flows in assessing the initial valuation of intangible assets in conjunction with acquisitions, the initial selection of useful lives for depreciable and amortizable assets in conjunction with acquisitions, contingencies, and litigation inclusive of financing arrangements in which the Company receives up-front cash proceeds, and stock-based compensation expense. We applied estimation methods consistently for all periods presented within our Consolidated Financial Statements. Actual results may differ from those estimates. 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, online casino/iCasino, and social gaming (collectively referred to as “online gaming”) operations, management of retail sports betting, media, and the operating results of Barstool. We owned 36 % of Barstool common stock prior to the February 17, 2023 Barstool Acquisition (as defined in Note 6, “Acquisitions and Dispositions” ) pursuant to which we acquired the remaining 64 % of Barstool common stock. On August 8, 2023, we entered into a stock purchase agreement with David Portnoy (the “Barstool SPA”), and we sold 100 % of the outstanding shares of Barstool common stock. See Note 18, “Segment Information” and Note 65 Table of Contents 12, “ 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 (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 Holdings LLC (“NASCAR”) and includes the Company’s 50 % investment in Kansas Entertainment, LLC (“Kansas Entertainment”), which owns Hollywood Casino at Kansas Speedway. 66 Table of Contents Cash and Cash Equivalents: The Company considers all cash balances and highly-liquid investments with original maturities of three months or less at the date of purchase to be cash and cash equivalents. Concentration of Credit Risk: Financial instruments that subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. The Company’s policy is to limit the amount of credit exposure to any one financial institution, and place investments with financial institutions evaluated as being creditworthy, or in short-term money market and tax-free bond funds which are exposed to minimal interest rate and credit risk. The Company has bank deposits and overnight repurchase agreements that exceed federally-insured limits. Concentration of credit risk, with respect to casino receivables, is limited through the Company’s credit evaluation process. The Company issues markers to approved casino customers following investigations of creditworthiness. The Company utilizes a forward-looking current expected credit loss model to measure the provision for credit losses. The Company’s receivables as of December 31, 2023 and 2022 primarily consisted of the following: December 31, (in millions) 2023 2022 Markers and returned checks $ 14.3 $ 13.1 Payment processors, credit card, and other advances to customers 117.2 80.2 Receivables from ATM and cash kiosk transactions 39.3 26.1 Hotel and banquet 4.9 4.7 Racing settlements 10.2 8.0 Online gaming and licensing receivables from third party operators, including taxes 77.4 62.7 Media receivables 16.0 15.0 Other 43.9 45.7 Provision for credit losses ( 4.2 ) ( 8.5 ) Accounts receivable, net $ 319.0 $ 247.0 Property and Equipment: Property and equipment are stated at cost, less accumulated depreciation. Capital expenditures are accounted for as either project capital (new facilities or expansions) or maintenance (replacement). Project capital expenditures are for fixed asset additions associated with constructing new facilities, or expansions of existing facilities. Maintenance capital expenditures are expenditures to replace existing fixed assets with a useful life greater than one year that are obsolete, worn out or no longer cost-effective to repair. Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in the determination of income. The estimated useful lives of property and equipment are determined based on the nature of the assets as well as the Company’s current operating strategy. Depreciation of property and equipment is recorded using the straight-line method over the shorter of the estimated useful life of the asset or the related lease term, if any, as follows: Years Land improvements 15 Buildings and improvements 5 to 31 Vessels 10 to 31 Furniture, fixtures, and equipment 1 to 31 All costs funded by the Company considered to be an improvement to the real estate assets subject to any of our Triple Net Leases are recorded as leasehold improvements. Leasehold improvements are depreciated over the shorter of the estimated useful life of the improvement or the related lease term. The Company reviews the carrying amount of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based on undiscounted estimated future cash flows expected to result from its use and eventual disposition. The factors considered by the Company in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition, and other regulatory and economic factors. For purposes of recognizing and measuring impairment, assets are grouped at the individual property level representing the lowest level for which identifiable cash flows are largely 67 Table of Contents independent of the cash flows of other assets. In assessing the recoverability of the carrying amount of property and equipment, we must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, we may be required to record an impairment loss for these assets. Such an impairment loss would be recognized as a non-cash component of operating income. See Note 8, “Property and Equipment.” Goodwill and Other Intangible Assets: Goodwill represents the future economic benefits of a business combination measured as the excess of the purchase price over the fair value of net assets acquired and has been allocated to our reporting units. Goodwill is tested for impairment annually on October 1 st of each year, or more frequently if indicators of impairment exist. For the quantitative goodwill impairment test, an income approach, in which a discounted cash flow (“DCF”) model is utilized, and a market-based approach using guideline public company multiples of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) from the Company’s peer group are utilized in order to estimate the fair market value of the Company’s reporting units. In determining the carrying amount of each reporting unit that utilizes real estate assets subject to our Triple Net Leases, if and as applicable, (i) the Company allocates each reporting unit their pro-rata portion of the right-of-use (“ROU”) assets, lease liabilities, and/or financing obligations, and (ii) pushes down the carrying amount of the property and equipment subject to such leases. The Company compares the fair value of its reporting units to the carrying amounts. If the carrying amount of the reporting unit exceeds the fair value, an impairment is recorded equal to the amount of the excess (not to exceed the amount of goodwill allocated to the reporting unit). We consider our gaming licenses, trademarks, and certain other intangible assets to be indefinite-lived based on our future expectations to operate our gaming properties indefinitely as well as our historical experience in renewing these intangible assets at minimal cost with various state commissions. Indefinite-lived intangible assets are tested annually for impairment on October 1 st of each year, or more frequently if indicators of impairment exist, by comparing the fair value of the recorded assets to their carrying amount. If the carrying amounts of the indefinite-lived intangible assets exceed their fair value, an impairment is recognized. The Company completes its testing of its indefinite-lived intangible assets prior to assessing the realizability of its goodwill. The Company assesses the fair value of its gaming licenses using the Greenfield Method under the income approach, which estimates the fair value using a DCF model assuming the Company built a casino with similar utility to that of the existing casino. The method assumes a theoretical start-up company going into business without any assets other than the intangible asset being valued. The Company assesses the fair value of its trademarks using the relief-from-royalty method under the income approach. The principle behind this method is that the value of the trademark is equal to the present value of the after-tax royalty savings attributable to the owned trademark. Other intangible assets that have a definite-life, including gaming technology and media technology, are amortized on a straight-line basis over their estimated useful lives or related service contract. The Company reviews the carrying amount of its amortizing intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Should events and circumstances indicate amortizing intangible assets may not be recoverable, the Company performs a test for recoverability whereby estimated undiscounted cash flows are compared to the carrying values of the assets. Should the estimated undiscounted cash flows exceed the carrying value, no impairments are recorded. If the undiscounted cash flows do not exceed the carrying values, an impairment is recorded based on the fair value of the asset, typically measured using either a discounted cash flow or replacement cost approach. Once an impairment of goodwill or other intangible asset has been recorded, it cannot be reversed. See Note 9, “Goodwill and Other Intangible Assets.” Equity Securities: The Company’s equity securities (including warrants) are measured at fair value each reporting period with unrealized gains and losses included in current period earnings. The Company records realized and unrealized gains and losses in “Other” within our Consolidated Statements of Operations. Convertible Debt: Our Convertible Notes (as defined within Note 11, “Long-term Debt” ) are accounted for in accordance with Accounting Standards Codification (“ASC”) 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”). Prior to January 1, 2022, pursuant to ASC 470‑20, we accounted for the Convertible Notes using the separate liability (debt) and equity (conversion option) components of the instrument. The equity component was included in “Additional paid-in capital” within our Consolidated Balance Sheets at the issuance date and the value of the equity component was treated as a debt discount. Effective January 1, 2022, we adopted ASU 2020-06, using the modified retrospective approach. As a result, the Convertible Notes are accounted for as a single liability measured at its amortized cost, as no other embedded features require bifurcation. See Note 11, “Long-term Debt” for additional information. Financing Obligations: In accordance with ASC 842, “ Leases” (“ASC 842”), for transactions in which the Company enters into a contract to sell an asset and leases it back from the seller under a sale and leaseback transaction, the Company must 68 Table of Contents determine whether control of the asset has transferred from the Company. In cases whereby control has not transferred from the Company, we continue to recognize the underlying asset as “Property and equipment, net” within the Consolidated Balance Sheets, which is then depreciated over the shorter of the remaining useful life or lease term. Additionally, a financial liability is recognized and referred to as a financing obligation, in accordance with ASC 470, “Debt” (“ASC 470”). The accounting for financing obligations under ASC 470 is materially consistent with the accounting for finance leases under ASC 842. The Company recognizes interest expense on the minimum lease payments related to a financing obligation under the effective yield method. Contingent payments are recorded to interest expense as incurred. Principal payments associated with financing obligations are presented as financing cash outflows and interest payments associated with financing obligations are presented as operating cash outflows within our Consolidated Statements of Cash Flows. For more information, see Note 8, “Property and Equipment” and Note 12, “Leases.” We concluded that certain components contained within the Master Leases and the Morgantown Lease are required to be accounted for as financing obligations on our Consolidated Balance Sheets in accordance with ASC 842, as control of the underlying assets were not considered to have transferred from the Company. Operating and Finance Leases: The Company determines if a contract is or contains a leasing element at contract inception or the date in which a modification of an existing contract occurs. In order for a contract to be considered a lease, the contract must transfer the right to control the use of an identified asset for a period of time in exchange for consideration. Control is determined to have occurred if the lessee has the right to (i) obtain substantially all of the economic benefits from the use of the identified asset throughout the period of use and (ii) direct the use of the identified asset. In accordance with ASC 842, we elected the following policies: (a) to account for lease and non-lease components as a single component for all classes of underlying assets and (b) to not recognize short-term leases (i.e., leases that are less than 12 months and do not contain purchase options) within the Consolidated Balance Sheets, with the expense related to these short-term leases recorded in total operating expenses within the Consolidated Statements of Operations. The Company has leasing arrangements that contain both lease and non-lease components. We account for both the lease and non-lease components as a single component for all classes of underlying assets. In determining the present value of lease payments at lease commencement date, the Company utilizes its incremental borrowing rate based on the information available, unless the rate implicit in the lease is readily determinable. The liability for operating and finance leases is based on the present value of future lease payments. Operating lease expenses are primarily recorded as rent expense, which are included within “General and administrative” within the Consolidated Statements of Operations and presented as operating cash outflows within the Consolidated Statements of Cash Flows. Finance lease expenses are recorded as depreciation expense, which is included within “Depreciation and amortization” and “Interest expense, net” within the Consolidated Statements of Operations over the lease term. Principal payments associated with finance leases are presented as financing cash outflows and interest payments associated with finance leases are presented as operating cash outflows within our Consolidated Statements of Cash Flows. ROU assets are monitored for potential impairment similar to the Company’s property and equipment, using the impairment model in ASC 360, “Property, Plant and Equipment”. If the Company determines the carrying amount of a ROU asset is not recoverable, it would recognize an impairment charge equivalent to the amount required to reduce the carrying value of the asset to its estimated fair value. Debt Discount and Debt Issuance Costs: Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness. These costs are classified as a direct reduction of long-term debt within the Company’s Consolidated Balance Sheets. Self-Insurance Reserves: The Company is self-insured for employee health coverage, general liability and workers’ compensation up to certain stop-loss amounts (for general liability and workers’ compensation). We use a reserve method for each reported claim plus an allowance for claims incurred but not yet reported to a fully-developed claims reserve method based on an actuarial computation of ultimate liability. Self-insurance reserves are included in “Accrued expenses and other current liabilities” within the Company’s Consolidated Balance Sheets. Contingent Purchase Price: The consideration for the Company’s acquisitions may include future payments that are contingent upon the occurrence of a particular event. We record an obligation for such contingent payments at fair value as of the acquisition date. We revalue our contingent purchase price obligations each reporting period. Changes in the fair value of the contingent purchase price obligation can result from changes to one or multiple inputs, including adjustments to the discount rate and changes in the assumed probabilities of successful achievement of certain financial targets. The changes in the fair value of contingent purchase price are recognized within our Consolidated Statements of Operations as a component of “General and administrative” expense. 69 Table of Contents Income Taxes: Under ASC 740, “Income Taxes” (“ASC 740”), deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and are measured at the prevailing enacted tax rates that will be in effect when these differences are settled or realized. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more-likely-than-not (a greater than 50% probability) that some portion or all of the deferred tax assets will not be realized. The realizability of the net deferred tax assets is evaluated quarterly by assessing the valuation allowance and by adjusting the amount of the allowance, if necessary. The Company considers all available positive and negative evidence including projected future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. The evaluation of both positive and negative evidence is a requirement pursuant to ASC 740 in determining more-likely-than-not the net deferred tax assets will be realized. In the event the Company determines that the deferred tax assets would be realized in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be recorded, which would reduce the provision for income taxes. ASC 740 also creates a single model to address uncertainty in tax positions and clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in an enterprise’s financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition. See Note 14, “Income Taxes.” 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, 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. The transaction price for a gaming wagering contract is the difference between gaming wins and losses, not the total amount wagered. The transaction price for food and beverage, hotel, and retail contracts is the net amount collected from the customer for such goods and services. Sales tax and other taxes collected on behalf of governmental authorities are accounted for on the net basis and are not included in revenues or expenses. The transaction price for our racing operations, inclusive of live racing events conducted at our racing facilities and our import and export arrangements, is the commission received from the pari-mutuel pool less contractual fees and obligations primarily consisting of purse funding requirements, simulcasting fees, tote fees and certain pari-mutuel taxes that are directly related to the racing operations. The transaction price for our management service contracts is the amount collected for services rendered in accordance with the contractual terms. Gaming revenue contracts involve two performance obligations for those customers earning points under our PENN Play TM program and a single performance obligation for customers that do not participate in the PENN Play TM program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as opposed to an individual wagering contract. For purposes of allocating the transaction price in a gaming contract between the wagering performance obligation and the obligation associated with the loyalty points earned, we allocate an amount to the loyalty point contract liability based on the standalone selling price (“SSP”) of the points earned, which is determined by the value of a point that can be redeemed for slot play and complimentaries such as, food and beverage at our restaurants, lodging at our hotels and products offered at our PENN Play TM mall and retail stores, less estimated breakage. The allocated revenue for gaming wagers is recognized when the wagering occurs as all such wagers settle immediately. The liability associated with the loyalty points is deferred and recognized as revenue when the customer redeems the loyalty points for slot play and complimentaries and such goods and services are delivered to the customer. Food and beverage, hotel, and retail services have been determined to be separate, standalone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over their stay at the hotel or when the delivery is made for the food and beverage or retail product. Cancellation fees for hotel and meeting space services are recognized upon cancellation by the customer and are included in food, beverage, hotel, and other revenue within our Consolidated Statements of Operations. Racing revenue contracts, inclusive of our (i) host racing facilities, (ii) import arrangements that permit us to simulcast in live racing events occurring at other racetracks, and (iii) export arrangements that permit our live racing events to be simulcast at other racetracks, provide access to and the processing of wagers into the pari-mutuel pool. The Company has concluded it is not the controlling entity to the arrangement, but rather functions as an agent to the pari-mutuel pool. Commissions earned from the pari-mutuel pool less contractual fees and obligations are recognized on a net basis, which is included within food, beverage, hotel, and other revenues within our Consolidated Statements of Operations. 70 Table of Contents Management services have been determined to be separate, standalone performance obligations and the transaction price for such contracts are recorded as services are performed. The Company records revenues on a monthly basis calculated by applying the contractual rate called for in the contracts. In addition to sports betting and iCasino revenues, PENN Interactive generates in-app purchase and advertising revenues from free-to-play social casino games, which can be downloaded to mobile phones and tablets from digital storefronts. Players can purchase virtual playing credits within our social casino games, which allows for increased playing opportunities and functionality. PENN Interactive records deferred revenue from the sale of virtual playing credits and recognizes this revenue over the average redemption period of the credits, which is generally one day . Advertising revenues are recognized in the period when the advertising impression, click, or install delivery occurs. PENN Interactive also enters into multi-year agreements with sports betting operators for online sports betting and iCasino market access (“Skins”) across our portfolio, of which the Company generally receives upfront (i) cash or (ii) cash and equity securities. Additionally, in consideration for the use of each Skin, the Company receives a monthly revenue share amount of the revenues earned by the operators less contractual fees and obligations primarily consisting of taxes, promotional credits, data fees and player costs. The market access provided to operators by jurisdiction and by activity represent separate performance obligations. The transaction price includes fixed fees for access to certain geographic markets and variable consideration in the form of a monthly revenue share, annual minimum guarantee amounts, and reimbursements for out-of-pocket expenses including jurisdictional gaming taxes. The upfront and fixed access fees relate solely to distinct markets and are allocated to the performance obligations specific to those markets. Market access fees are recognized as revenue over the term of the related market access agreement which commences upon the online launch of the activity by the third-party operator. Monthly revenue share and annual minimum guarantee variable consideration relate directly to the Company’s efforts to satisfy each individual performance obligation and, as such, is allocated to each performance obligation. Revenues from monthly revenue shares are recognized in the period in which the revenue was earned by our third-party operators. Minimum guarantee revenue is deferred at the end of the period in which it relates and subsequently recognized as revenue over the remaining term of the market access agreement. The Company also recognizes revenue for reimbursements of certain out-of-pocket expenses, including license fees and jurisdictional gaming taxes. The Company has elected the “right to invoice” practical expedient and recognizes revenue upon incurring reimbursable costs, as appropriate. Complimentaries Associated with Gaming Contracts Food, beverage, hotel, and other services furnished to patrons for free as an inducement to gamble at our retail properties 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 year ended December 31, (in millions) 2023 2022 2021 Food and beverage $ 215.5 $ 209.5 $ 173.7 Hotel 139.0 138.3 125.4 Other 12.4 12.3 10.2 Total complimentaries associated with gaming contracts $ 366.9 $ 360.1 $ 309.3 Additionally, the Company provides discretionary complimentaries in the form of online casino gaming slots and table games and online sports betting free play bonuses. Free play bonuses provided to patrons indirectly contribute to the gaming revenue earned by the Company and are recorded as a reduction of “Gaming” revenues. Customer-related Liabilities The Company has three general types of liabilities related to contracts with customers: (i) the obligation associated with its PENN Play TM 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 for online sports betting and iCasino market access. 71 Table of Contents Our PENN Play TM 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 TM 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 TM 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 TM program, which is included in “Accrued expenses and other current liabilities” within our Consolidated Balance Sheets, was $ 33.1 million and $ 39.3 million as of December 31, 2023 and 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 $ 192.6 million and $ 125.8 million as of December 31, 2023 and 2022, respectively, and are included in “Accrued expenses and other current liabilities” within our Consolidated Balance Sheets. 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. We recognized $ 21.6 million, $ 10.7 million, and $ 8.2 million of previously deferred revenue during the years ended December 31, 2023, 2022, and 2021 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 Consolidated Balance Sheets was $ 39.0 million and $ 46.5 million as of December 31, 2023 and 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 Consolidated Statements of Operations, were $ 173.3 million, $ 94.8 million, and $ 88.2 million, for the years ended December 31, 2023, 2022, and 2021, 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 Consolidated Statements of Operations, and were $ 2.3 billion, $ 2.2 billion, and $ 2.0 billion for the years ended December 31, 2023, 2022, and 2021, 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 (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 Consolidated Statements of Operations. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss: Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity, or other comprehensive income (loss). The balance of accumulated other comprehensive loss consists of foreign currency translation adjustments and unrealized gains or losses on debt securities. Stock-Based Compensation: The cost of employee services received in exchange for an award of equity instruments is based on the grant-date fair value of the award and the expense is recognized ratably over the requisite service period. The Company accounts for forfeitures in the period in which they occur based on actual amounts. The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model, which requires us to make assumptions, including the 72 Table of Contents expected term, which is based on the contractual term of the stock option and historical exercise data of the Company’s employees; the risk-free interest rate, which is based on the U.S. Treasury spot rate with a term equal to the expected term assumed at the grant date; the expected volatility, which is estimated based on the historical volatility of the Company’s stock price over the expected term assumed at the grant date; and the expected dividend yield, which is zero since we have not historically paid dividends. See Note 16, “Stock-based Compensation.” Earnings (Loss) Per Share: Basic earnings (loss) per share (“EPS”) is computed by dividing net income or loss 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 warrants, 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 7, “Investments in and Advances to Unconsolidated Affiliates” ) were 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 were considered a participating security, and the Company was required to apply the two-class method to consider the impact of the preferred shares on the calculation of basic and diluted EPS. The previous holders of the Company’s Series D Preferred Stock were not obligated to absorb losses; therefore, in reporting periods where the Company was in a net loss position, it did not apply the two-class method. In reporting periods where the Company was in a net income position, the two-class method was applied by allocating all earnings during the period to common shares and preferred shares. See Note 17, “Earnings (Loss) per Share” for more information. As discussed in Note 15, “Stockholders’ Equity,” all remaining outstanding shares of Series D Preferred Stock became eligible for the conversion and were converted to common stock during the third quarter of 2023. There are no outstanding shares of Series D Preferred Stock as of December 31, 2023. Guarantees and Indemnifications: The Company accounts for indemnity obligations in accordance with the ASC 460-20, “Contingencies” and records a liability at fair value. Pursuant to the Barstool SPA, as described in Note 6, “Acquisitions and Dispositions,” the Company agreed to indemnify Barstool and its subsidiaries and David Portnoy for certain tax matters. The indemnity provisions generally provide for the Company’s control of defense and settlement of claims, as well as certain other costs associated with potential tax matters related to Barstool and its subsidiaries and David Portnoy. The Company has not previously incurred costs to settle claims under this indemnification obligation, nor did we did have a liability associated with this obligation as of December 31, 2022. As of December 31, 2023, the Company recorded $ 70.0 million in liabilities associated with this obligation. See Note 6, “Acquisitions and Dispositions” for more information. Application of Business Combination Accounting: We utilize the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” which requires us to allocate the purchase price to tangible and identifiable intangible assets based on their fair values. The excess of the purchase price over the fair value ascribed to tangible and identifiable intangible assets is recorded as goodwill. If the fair value ascribed to tangible and identifiable intangible assets changes during the measurement period (due to additional information being available and related Company analysis), the measurement period adjustment is recognized in the reporting period in which the adjustment amount is determined and offset against goodwill. The measurement period for our acquisitions is no more than one year in duration. See Note 6, “Acquisitions and Dispositions.” 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 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 7, “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 73 Table of Contents 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. Although we are still finalizing our assessment of the impact of the adoption of ASU 2022-03, which is effective January 1, 2024, we currently do not expect it to have a material impact on our 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. Although we are still finalizing our assessment of the impact of the adoption of ASU 2023-02, which is effective January 1, 2024, we currently do not expect it to have a material impact on our Consolidated Financial Statements. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 updates the requirements for a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is considered an expense that is; significant to the segment, regularly provided to or easily computed from information regularly provided to the chief operating decision maker, and included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early Adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-07 and expect that any impact would be limited to additional disclosures in the notes to the Consolidated Financial Statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 updates the requirements for a public entity to enhance income tax disclosures to provide a better assessment on how an entity’s operations, related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The primary purpose of the new ASU 2023-09 is to enhance the transparency of income tax disclosures and we expect that any impact would be limited to additional disclosures in the notes to the Consolidated Financial Statements. 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 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 Consolidated Financial Statements. During the years ended December 31, 2023 and 2022, we received $ 13.9 million and $ 39.4 million of insurance claim proceeds related to property damage, respectively, which resulted in a gain of $ 13.9 million and $ 10.7 million, respectively. The property damage proceeds are included in “Other” expenses within the Consolidated Statements of Operations. Additionally, during the year ended December 31, 2023, we received final proceeds of $ 19.6 million related to business interruption insurance, which are included in “General and administrative” expenses within the Consolidated Statements of Operations. 74 Table of Contents The following table summarizes the financial impact of Hurricane Laura related matters: Life to date through December 31, (in millions) 2023 2022 Insurance proceeds related to property damage received through the end of the period $ 100.8 $ 86.9 Insurance proceeds related to business interruption received through the end of the period $ 19.6 $ — 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; and (iv) 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, advertising, retail, 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 year ended December 31, 2023 (in millions) Northeast South West Midwest Interactive (1) Other Intersegment Eliminations (2) Total Revenues: Gaming $ 2,451.4 $ 950.3 $ 376.5 $ 1,046.5 $ 81.1 $ — $ — $ 4,905.8 Food and beverage 144.0 132.1 71.8 59.9 — 3.1 — 410.9 Hotel 55.3 93.7 61.0 37.3 — — — 247.3 Other 87.7 40.3 19.2 28.9 637.7 17.1 ( 32.0 ) 798.9 Total revenues $ 2,738.4 $ 1,216.4 $ 528.5 $ 1,172.6 $ 718.8 $ 20.2 $ ( 32.0 ) $ 6,362.9 For the year ended December 31, 2022 (in millions) Northeast South West Midwest Interactive (1) Other Intersegment Eliminations (2) Total Revenues: Gaming $ 2,434.0 $ 1,050.7 $ 387.6 $ 1,045.9 $ 283.5 $ — $ — $ 5,201.7 Food and beverage 132.4 126.8 80.3 53.7 — 3.5 — 396.7 Hotel 43.4 96.3 89.0 33.3 — — — 262.0 Other 86.1 40.4 25.0 26.7 379.6 17.8 ( 34.3 ) 541.3 Total revenues $ 2,695.9 $ 1,314.2 $ 581.9 $ 1,159.6 $ 663.1 $ 21.3 $ ( 34.3 ) $ 6,401.7 For the year ended December 31, 2021 (in millions) Northeast South West Midwest Interactive (1) Other Intersegment Eliminations (2) Total Revenues: Gaming $ 2,344.2 $ 1,080.4 $ 352.7 $ 1,009.6 $ 158.4 $ — $ — $ 4,945.3 Food and beverage 103.3 110.6 69.0 39.4 — 1.0 — 323.3 Hotel 28.1 93.3 80.1 29.6 — — — 231.1 Other 76.8 37.9 19.6 24.1 274.5 9.6 ( 37.2 ) 405.3 Total revenues $ 2,552.4 $ 1,322.2 $ 521.4 $ 1,102.7 $ 432.9 $ 10.6 $ ( 37.2 ) $ 5,905.0 (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 $ 390.4 million, $ 251.6 million, and $ 180.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. Additionally, the year ended December 31, 2023 included $ 105.8 million in advertising revenue and $ 29.8 million in retail revenue due to the inclusion of Barstool operating results prior to the disposition on August 8, 2023. (2) Primarily represents the elimination of intersegment revenues associated with our retail sportsbooks, which are operated by PENN Interactive. 75 Table of Contents Note 6—Acquisitions and Dispositions HitPoint Inc. and LuckyPoint Inc. On May 11, 2021, we acquired 100 % of the outstanding equity of HitPoint Inc. and Lucky Point Inc. (collectively, “Hitpoint”). The purchase price totaled $ 12.7 million, consisting of $ 6.2 million in cash, $ 3.5 million of the Company’s common stock, and a $ 3.0 million contingent liability. The contingent liability is payable in annual installments over three years , through a combination of cash and the Company’s common stock, and is based on achievement of certain performance factors. The purchase price allocation resulted in a recognition of $ 8.8 million of goodwill, $ 4.0 million in developed technology which is included in “Other intangible assets, net” within the Consolidated Balance Sheets, along with other miscellaneous operating assets and liabilities. The developed technology is an amortizing intangible asset with an assigned useful life of five years , and was valued using the multi-period excess earnings method, a variation of the income approach, which is supported by observable market data for peer companies. Hollywood Casino Perryville On July 1, 2021, we completed the acquisition of the operations of Hollywood Casino Perryville (“Perryville”), from GLPI for a purchase price of $ 39.4 million, including working capital adjustments. The purchase price allocation resulted in the recognition of a $ 12.7 million gaming license asset and a $ 1.0 million customer relationship asset, both of which are included in “Other intangible assets, net” within our Consolidated Balance Sheets, $ 9.2 million of goodwill, $ 8.2 million of tangible long-term assets, comprised primarily of property and equipment, and $ 8.3 million of various operating assets and liabilities. Simultaneous with the closing, we entered into a lease with GLPI for the real estate assets associated with Perryville for initial annual rent of $ 7.8 million per year subject to escalation. The gaming license is an indefinite-lived intangible asset, and the customer relationships is an amortizing intangible asset with a useful life of two years . The Company valued (i) the gaming license using the Greenfield Method, a form of the income approach; (ii) the customer relationships using the “with-and-without” method, a form of the income approach, and (iii) the property and equipment and other various operating assets and liabilities primarily utilizing the cost approach. All valuation methods of the income approach are supported by observable market data for peer casino operator companies. For the period beginning July 1, 2021 through December 31, 2021 Perryville’s revenue and net income included in the Consolidated Statements of Operations were $ 46.9 million and $ 2.5 million, respectively. Sam Houston Race Park and Valley Race Park On August 1, 2021, we completed the acquisition of the remaining 50 % ownership interest in the Sam Houston Race Park in Houston, Texas, the Valley Race Park in Harlingen, Texas, and a license to operate a racetrack in Austin, Texas (collectively, “Sam Houston”), from PM Texas Holdings, LLC for a purchase price of $ 57.8 million, comprised of $ 42.0 million in cash and $ 15.8 million of the Company’s common stock, which was allocated to property and equipment. In conjunction with the acquisition, we recorded a gain of $ 29.9 million on our equity method investment, which is included in “Other” within our Consolidated Statements of Operations. The property and equipment assets were valued using a combination of the market and cost approaches. Score Media and Gaming Inc. On October 19, 2021, we acquired 100 % of Score Media and Gaming, Inc. (“theScore”) for a purchase price of approximately $ 2.1 billion. The acquisition provided us with the technology, resources and audience reach to accelerate our media and sports betting strategy across North America. Under the terms of the agreement, 1317774 B.C. Ltd. (the “Purchaser”), an indirectly wholly owned subsidiary of PENN, acquired each of the issued and outstanding theScore shares (other than those held by PENN and its subsidiaries) for US$ 17.00 per share in cash consideration, totaling $ 922.8 million, and either 0.2398 of a share of common stock, par value $ 0.01 of PENN common stock or, if validly elected, 0.2398 of an exchangeable share in the capital of the Purchaser (each whole share, an “Exchangeable Share”), totaling 12,319,340 shares of PENN common stock and 697,539 Exchangeable Shares for approximately $ 1.0 billion. Each Exchangeable Share will be exchangeable into one share of PENN common stock at the option of the holder, subject to certain adjustments. In addition, Purchaser 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. See Note 15, “Stockholders’ Equity” for further information. The Company held shares of theScore common stock prior to the 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 76 Table of Contents value of this investment of $ 58.9 million, the Company recorded a gain of $ 2.9 million related to remeasurement of the equity security investment immediately prior to the acquisition date which was included in “Other” within our Consolidated Statements of Operations. For the period beginning October 19, 2021 through December 31, 2021 theScore’s revenue and net loss included in the Consolidated Statements of Operations were $ 7.5 million and $ 11.9 million, respectively. Tropicana Las Vegas On January 11, 2022, PENN entered into a definitive purchase agreement to sell its outstanding equity interest in Tropicana, which had the gaming license and operated the Tropicana, to Bally’s Corporation. The transaction closed on September 26, 2022. Barstool Acquisition and Disposition On February 17, 2023, we acquired the remaining 64 % of the outstanding shares of Barstool common stock not already owned by us for 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 15, “Stockholders’ Equity” 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 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 Consolidated Statements of Operations. 77 Table of Contents The following table reflects the 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) 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, represented 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 were included in our results for the period beginning February 17, 2023 through August 7, 2023, the day prior to the Barstool SPA, as described below. Barstool’s revenue and net loss for the period beginning February 17, 2023 through August 7, 2023, included in the Consolidated Statements of Operations, were $ 99.2 million and $ 23.9 million, respectively. 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. 78 Table of Contents Pursuant to the Sportsbook Agreement, PENN rebranded the existing Barstool Sportsbook across all online platforms in the United States as ESPN BET (the “Sportsbook”) and oversees daily operations of the Sportsbook. See Note 13, “Commitments and Contingencies” 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 the Barstool SPA with David Portnoy on August 8, 2023. Pursuant to the Barstool SPA, PENN sold 100 % of the outstanding shares of Barstool to David Portnoy in exchange for nominal cash consideration ( one 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 of Barstool to David Portnoy, and we classified the assets and liabilities to be disposed of as held-for-sale. These assets and liabilities were measured at the lower of (i) the carrying value when we classified the disposal group as held-for-sale or (ii) the fair value of the disposal group, less costs to sell. The Company recognized a pre-tax loss on disposal of $ 923.2 million (inclusive of $ 714.8 million in goodwill and intangible assets write offs and a $ 70.0 million indemnification liability discussed below) during the third quarter of 2023, included in “Loss on disposal of Barstool” within our Consolidated Statements of Operations. Pursuant to the Barstool SPA, PENN will indemnify Barstool and its subsidiaries and David Portnoy for certain tax matters. Liabilities associated with the indemnification of $ 35.0 million were recorded in “Accrued expenses and other current liabilities” and $ 35.0 million were recorded in “Other long-term liabilities” within our Consolidated Balance Sheets as of December 31, 2023. The indemnity provisions generally provide for the Company’s control of defense and settlement of claims, as well as certain other costs, associated with potential tax matters related to Barstool and its subsidiaries and David Portnoy. Claims under the indemnification are paid upon demand. The Company has not previously incurred costs to settle claims under this indemnification obligation and provisions in the Barstool SPA limit the time within which an indemnification claim can be made to the later of the resolution of the indemnification claim or the relevant statutes of limitations. The maximum potential amount of future payments the Company could be required to make under this indemnification agreement is not estimable at this time due to uncertainties related to potential outcomes and other unique facts and circumstances involved in the Barstool SPA. For information on the tax-related impacts from the Barstool transactions, see Note 14, “Income Taxes.” The following table reflects the major classes of assets and liabilities disposed of pursuant to the Barstool SPA, which were part of the Interactive Segment: (in millions) August 8, 2023 Current assets Cash and cash equivalents $ 50.9 Accounts receivable, net 53.5 Inventory, net 21.9 Other current assets 6.4 Total current assets 132.7 Property and equipment, net 8.8 Goodwill 231.9 Other intangible assets, net 482.9 Lease right-of-use assets 21.4 Other assets 21.0 Total assets $ 898.7 Current liabilities Accounts payable $ 11.1 Accrued expenses and other current liabilities 23.1 Total current liabilities 34.2 Other long-term liabilities 19.9 Total liabilities $ 54.1 79 Table of Contents Unaudited Pro Forma Financial Information The following table includes unaudited pro forma consolidated financial information assuming our acquisition of Hitpoint, Perryville, Sam Houston, and theScore had occurred as of January 1, 2021. The pro forma amounts include the historical operating results of PENN and Hitpoint, Perryville, Sam Houston, and theScore prior to our acquisitions. The pro forma financial information does not necessarily represent the results that may occur in the future. For the year ended December 31, 2021, pro forma adjustments directly attributable to the acquisitions include acquisition and transaction related costs of $ 77.1 million incurred by both PENN and the respective acquirees, gains of $ 51.0 million related to our purchase of the remaining 50 % of Sam Houston and a net unrealized gain on the equity security investment in theScore. For the year ended December 31, (in millions) 2021 Revenues $ 5,978.0 Net income $ 347.6 Note 7—Investments in and Advances to Unconsolidated Affiliates Investment in Barstool In February 2020, we closed on our investment in Barstool pursuant to a stock purchase agreement with Barstool and certain stockholders of Barstool, in which we purchased 36 % (inclusive of 1 % on a delayed basis) of the common stock, par value $ 0.0001 per share, of Barstool for a purchase price of $ 161.2 million. The purchase price consisted of $ 135.0 million in cash and $ 23.1 million in shares of a new class of non-voting convertible preferred stock of the Company, in which we issued 883 shares of Series D Preferred Stock, par value $ 0.01 (the “Series D Preferred Stock”), to certain individual stockholders affiliated with Barstool. With respect to the remaining Barstool shares, we had immediately exercisable call rights and the existing Barstool stockholders had put rights, exercisable beginning three years after closing. Pursuant to the Barstool SPA, on August 11, 2023, all remaining outstanding shares of Series D Preferred Stock were converted to common stock. See Note 15, “Stockholders’ Equity” for further information. Prior to the acquisition of the remaining Barstool shares (which occurred on February 17, 2023 as discussed in Note 6, “Acquisitions and Dispositions” ), the Company determined that it did not qualify as the primary beneficiary of Barstool either at the commencement date of its investment or for subsequent periods prior to the acquisition, primarily as a result of the Company not having the power to direct the activities of the VIE that most significantly affect Barstool’s performance. Therefore, the Company did not consolidate the financial position nor the results of operations of Barstool and we recorded our proportionate share of Barstool’s net income or loss one quarter in arrears. As of December 31, 2022, our investment in Barstool was $ 160.9 million. Kansas Joint Venture As of December 31, 2023 and 2022, our investment in Kansas Entertainment was $ 80.8 million and $ 81.5 million, respectively. During the years ended December 31, 2023, 2022, and 2021, the Company received distributions from Kansas Entertainment totaling $ 33.3 million, $ 33.8 million, and $ 31.8 million, 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 December 31, 2023 and 2022, nor the results of operations for the years ended December 31, 2023, 2022, and 2021. 80 Table of Contents The following table provides summarized balance sheet and results of operations information related to Kansas Entertainment and our share of income from unconsolidated affiliates from our investment in Kansas Entertainment: December 31, (in millions) 2023 2022 Current assets $ 24.1 $ 21.1 Long-term assets $ 144.0 $ 142.4 Current liabilities $ 21.0 $ 15.0 For the year ended December 31, (in millions) 2023 2022 2021 Revenues $ 170.8 $ 161.9 $ 149.5 Operating expenses 105.6 99.0 88.7 Operating income 65.2 62.9 60.8 Net income $ 65.2 $ 62.9 $ 60.8 Net income attributable to PENN Entertainment, Inc. $ 32.6 $ 31.5 $ 30.4 Texas and New Jersey Joint Ventures Sam Houston The Company had a 50 % interest in a joint venture with Sam Houston, which owns and operates the Sam Houston Race Park in Houston, Texas and the Valley Race Park in Harlingen, Texas, and holds a license for a racetrack in Austin, Texas. On August 1, 2021, we completed the acquisition of the remaining 50 % ownership interest in Sam Houston. In conjunction with the acquisition, we recorded a gain of $ 29.9 million on our equity method investment, which is included in “Other” within our Consolidated Statements of Operations. Prior to the August 1, 2021 acquisition of the remaining 50 % interest, the Company determined that our Texas joint venture did 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 Sam Houston. Therefore, the Company did not consolidate the results of operations of our Texas joint venture for the period of January 1, 2021 through July 31, 2021. New Jersey The Company has a 50 % interest in a joint venture with Greenwood, which owns and operates Freehold Raceway, in Freehold, New Jersey. The property features a half-mile standardbred racetrack and a grandstand. The Company has determined that our New Jersey joint venture 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 Greenwood. Therefore, the Company did not consolidate the financial position of the New Jersey joint venture as of December 31, 2023 and 2022, nor the results of operations for the years ended December 31, 2023, 2022, and 2021. 81 Table of Contents Note 8—Property and Equipment Property and equipment, net, consisted of the following: December 31, (in millions) 2023 2022 Property and equipment - Not Subject to Master Leases Land and improvements $ 137.2 $ 137.1 Building, vessels, and improvements 323.2 324.6 Furniture, fixtures, and equipment 1,846.3 1,753.6 Leasehold improvements 521.2 353.5 Construction in progress 172.8 166.8 3,000.7 2,735.6 Less: Accumulated depreciation ( 1,813.7 ) ( 1,708.3 ) 1,187.0 1,027.3 Property and equipment - Subject to Master Leases (1) Land and improvements 1,427.1 1,523.2 Building, vessels, and improvements 1,591.3 3,640.0 3,018.4 5,163.2 Less: Accumulated depreciation ( 691.4 ) ( 1,675.0 ) 2,327.0 3,488.2 Property and equipment, net $ 3,514.0 $ 4,515.5 Depreciation expense was as follows: For the year ended December 31, (in millions) 2023 2022 2021 Depreciation expense (2) $ 288.7 $ 329.1 $ 314.3 (1) As of a result of the lease modification that occurred on January 1, 2023, we derecognized $ 1.1 billion of “Property and equipment, net” associated with building assets within our Consolidated Balance Sheets, with an offset to “Gain on REIT transaction, net” within our Consolidated Statements of Operations. Refer to Note 12, “Leases” for more information related to the January 1, 2023 lease modification. (2) During the years ended December 31, 2023, 2022, and 2021, we recorded depreciation expense of $ 112.4 million, $ 175.6 million, and $ 183.4 million, related to real estate assets subject to our Master Leases. 82 Table of Contents Note 9—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 January 1, 2022 Goodwill, gross $ 923.5 $ 236.6 $ 216.8 $ 1,116.7 $ 1,724.0 $ 87.7 $ 4,305.3 Accumulated goodwill impairment losses ( 761.4 ) ( 61.0 ) ( 16.6 ) ( 556.1 ) — ( 87.7 ) ( 1,482.8 ) Goodwill, net $ 162.1 $ 175.6 $ 200.2 $ 560.6 $ 1,724.0 $ — $ 2,822.5 Effect of foreign currency exchange rates — — — — ( 97.1 ) — ( 97.1 ) Impairment losses during year ( 37.4 ) — — — — — ( 37.4 ) Other (1) — — — — 1.5 — 1.5 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 year — — — — 231.9 — 231.9 Goodwill disposed of during the year — — — — ( 231.9 ) — ( 231.9 ) Effect of foreign currency exchange rates — — — — 35.6 — 35.6 Impairment losses during year ( 30.0 ) — — — — — ( 30.0 ) Balance as of December 31, 2023 Goodwill, gross $ 923.5 $ 236.6 $ 216.8 $ 1,116.7 $ 1,664.0 $ 87.7 $ 4,245.3 Accumulated goodwill impairment losses ( 828.8 ) ( 61.0 ) ( 16.6 ) ( 556.1 ) — ( 87.7 ) ( 1,550.2 ) Goodwill, net $ 94.7 $ 175.6 $ 200.2 $ 560.6 $ 1,664.0 $ — $ 2,695.1 (1) Amount relates to theScore purchase price measurement period adjustment. During the year ended December 31, 2023, in connection with the Barstool SPA, we recorded a pre-tax loss on disposal of $ 923.2 million, inclusive of a goodwill write-off of $ 231.9 million within our Interactive segment. See Note 6, “Acquisitions and Dispositions.” 2023 Annual Assessment for Impairment As a result of our 2023 annual assessment for impairment as of October 1, 2023, we recognized impairments on our goodwill and gaming licenses of $ 30.0 million and $ 100.6 million, respectively. The impairment of goodwill was specific to our Hollywood Casino Greektown (“Greektown”) reporting unit and is due to continued economic challenges in the region in which it operates. As a result, we revised the cash flow projections for the reporting unit to be reflective of the current operating results and related economic environment. The estimated fair value of the reporting unit was determined through a combination of a discounted cash flow model and a market-based approach, which utilized Level 3 inputs. The impairment of gaming licenses related to (i) Greektown, due to the reasons discussed above; (ii) Hollywood Casino at PENN National Race Course (“PNRC”), which was largely due to the former expansion of gaming legislation in the market and increased supply, particularly from our recent openings of Hollywood Casino York and Hollywood Casino Morgantown, which continues to reduce the long-term projections of the property; and (iii) Ameristar East Chicago, which was largely due to increased supply in the region. The estimated fair values of the gaming licenses were determined by using a discounted cash flow model, which utilized Level 3 inputs. The annual assessment for impairment did not result in any impairment charges to trademarks. The estimated fair values of trademarks were determined by using discounted cash flow models, which utilized Level 3 inputs. 83 Table of Contents The total 2023 goodwill and gaming license impairment charges of $ 30.0 million and $ 100.6 million, respectively, pertained to our Northeast Segment. 2022 Annual and Interim Assessment for Impairment During the third quarter of 2022, we identified an indicator of impairment on goodwill and other intangible assets at the Greektown reporting unit as the majority of the hotel was out of service for longer than anticipated during renovations caused by water damage. As a result, we revised the cash flow projections for the reporting unit to be reflective of current operating results and the related economic environment. As a result of the interim assessment for impairment, during the third quarter of 2022, we recognized impairment charges on our goodwill and gaming licenses of $ 37.4 million and $ 65.4 million, respectively. The estimated fair value of the reporting unit was determined through a combination of a discounted cash flow model and a market-based approach, which utilized Level 3 inputs. The estimated fair value of the gaming license was determined by using a discounted cash flow model, which utilized Level 3 inputs. As a result of our 2022 annual assessment for impairment as of October 1, 2022, we recognized a $ 13.6 million impairment charge on our gaming licenses. The impairment of gaming licenses is specific to PNRC and was largely due to the expansion of gaming legislation in the market and increased supply, particularly from our recent openings of Hollywood Casino York and Hollywood Casino Morgantown, which reduced long-term projections of the property. The estimated fair values of our gaming licenses were determined by using discounted cash flow models, which utilized Level 3 inputs. The annual assessment for impairment did not result in any impairment charges to goodwill or trademarks. The estimated fair value of reporting units was determined through a combination of discounted cash flow models and market-based approaches, which utilized Level 3 inputs. The estimated fair values of trademarks were determined by using discounted cash flow models, which utilized Level 3 inputs. The total 2022 goodwill and gaming license impairment charges of $ 37.4 million and $ 79.0 million, respectively, pertained to our Northeast segment. 2021 Annual Assessment for Impairment We completed our annual assessment for impairment as of October 1, 2021, which did not result in any impairment charges to goodwill, gaming licenses or trademarks. The estimated fair value of reporting units were determined through a combination of discounted cash flow models and market-based approaches, which utilized Level 3 inputs. The estimated fair values of our gaming licenses and trademarks were determined by using discounted cash flow models, which utilized Level 3 inputs. Carrying Values of Goodwill and Other Intangible Assets As of October 1, 2023, the date of the most recent annual impairment test, four reporting units had negative carrying amounts. The amount of goodwill at these reporting units was as follows (in millions): Northeast segment Plainridge Park Casino $ 6.3 South segment Ameristar Vicksburg $ 19.5 West segment Cactus Petes and Horseshu $ 10.2 Midwest segment Ameristar Council Bluffs $ 36.2 84 Table of Contents The table below presents the gross carrying amount, accumulated amortization, and net carrying amount of each major class of other intangible assets: December 31, 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 $ 1,107.2 $ — $ 1,107.2 $ 1,207.6 $ — $ 1,207.6 Trademarks 334.4 — 334.4 332.2 — 332.2 Other 0.7 — 0.7 0.7 — 0.7 Amortizing intangible assets Customer relationships 112.1 ( 103.7 ) 8.4 114.4 ( 102.0 ) 12.4 Technology 286.0 ( 132.3 ) 153.7 249.6 ( 80.4 ) 169.2 Other 29.0 ( 15.2 ) 13.8 27.7 ( 10.9 ) 16.8 Total other intangible assets, net $ 1,869.4 $ ( 251.2 ) $ 1,618.2 $ 1,932.2 $ ( 193.3 ) $ 1,738.9 During the year ended December 31, 2023, in connection with the Barstool SPA, we recorded a pre-tax loss on disposal of $ 923.2 million, inclusive of trademarks and other intangible assets write-offs of $ 482.9 million in our Interactive segment. See Note 6, “Acquisitions and Dispositions.” Amortization expense related to our amortizing intangible assets was $ 58.8 million, $ 56.7 million, and $ 19.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. The following table presents the estimated amortization expense based on our amortizing intangible assets as of December 31, 2023 (in millions): Years ending December 31: 2024 $ 61.4 2025 40.4 2026 25.6 2027 22.5 2028 17.6 Thereafter 8.4 Total $ 175.9 Note 10—Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, (in millions) 2023 2022 Accrued salaries and wages $ 156.6 $ 148.6 Accrued gaming, pari-mutuel, property, and other taxes 135.0 110.2 Accrued interest 21.1 20.8 Other accrued expenses (1) 327.0 321.4 Other current liabilities (2) 382.2 203.7 Accrued expenses and other current liabilities $ 1,021.9 $ 804.7 (1) Amounts include the obligation associated with the PENN Play TM program which are discussed in Note 2, “Significant Accounting Policies.” Additionally, amounts as of December 31, 2023 and 2022 include $ 60.8 million and $ 51.4 million, respectively, pertaining to the Company’s accrued progressive jackpot liability. (2) Amounts as December 31, 2023 and 2022 include $ 87.7 million and $ 70.8 million, respectively, pertaining to the Company’s non-qualified deferred compensation plan that covers management. Amounts as December 31, 2023 and 2022 also include the current portion of advance payments on goods and services yet to be provided, including deposits for hotel rooms, of $ 127.0 million and $ 63.4 million, respectively, and $ 59.6 million and $ 54.0 million, respectively, pertaining to unpaid wagers. See Note 2, “Significant Accounting Policies” for further discussion related to advance payments on goods and services yet to be provided and unpaid wagers. 85 Table of Contents Note 11—Long-term Debt The table below presents long-term debt, net of current maturities, debt discounts, and issuance costs: December 31, (in millions) 2023 2022 Senior Secured Credit Facilities: Amended Revolving Credit Facility due 2027 $ — $ — Amended Term Loan A Facility due 2027 508.8 536.2 Amended Term Loan B Facility due 2029 985.0 995.0 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 173.5 156.1 2,797.8 2,817.8 Less: Current maturities of long-term debt ( 47.6 ) ( 56.2 ) Less: Debt discounts ( 3.9 ) ( 4.6 ) Less: Debt issuance costs ( 28.3 ) ( 35.7 ) $ 2,718.0 $ 2,721.3 The following is a schedule of future minimum repayments of long-term debt as of December 31, 2023 (in millions): Years ending December 31: 2024 $ 47.6 2025 38.2 2026 522.8 2027 837.0 2028 10.8 Thereafter 1,341.4 Total minimum payments $ 2,797.8 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 86 Table of Contents 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 (as defined within the Second Amended and Restated Credit Agreement). 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 12, “Leases” ). On February 15, 2024 (the “ Amendment Effective Date ”), PENN entered into a First Amendment (the “Amendment Agreement”) with its various lenders amending its Amended Credit Facilities (as amended, amended and restated, supplemented, or otherwise modified from time to time prior to the Amendment Effective Date , the “Existing Credit Agreement”). The Amendment Agreement amends the Existing Credit Agreement to provide that, during the period beginning on the Amendment Effective Date and ending on the earlier of (i) the date that is two business days after the date on which the Company delivers a covenant relief period termination notice to the administrative agent and (ii) the date on which the administrative agent receives a compliance certificate for the quarter ending December 31, 2024 (the “Covenant Relief Period”), the Company will make an adjustment to exclude specified amounts of Interactive segment Adjusted EBITDAR (as defined in Note 18, “Segment Information” ) in its calculations to comply with the maximum total net leverage ratio or minimum interest coverage ratio (as such terms are defined in the Second Amended and Restated Credit Agreement). We will continue to be required to maintain specified financial ratios and to satisfy certain financial tests when our Covenant Relief Period terminates after December 31, 2024. 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 year ended December 31, 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 is amortized to interest expense over the life of the Amended Term Loan B Facility. As of December 31, 2023 and 2022, the Company had conditional obligations under letters of credit issued pursuant to the Amended Credit Facilities with face amounts aggregating to $ 21.7 million and $ 22.5 million, respectively, resulting in $ 978.3 million and $ 977.5 million of available borrowing capacity under the Amended Revolving Credit Facility, respectively. 5.625 % Senior Unsecured Notes On January 19, 2017, the Company completed an offering of $ 400.0 million aggregate principal amount of  5.625 % senior unsecured notes that mature on January 15, 2027 (the “ 5.625 % Notes”) at a price of par. Interest on the  5.625 % Notes is payable semi-annually on January 15th and July 15th of each year. The  5.625 % Notes are not guaranteed by any of the Company’s subsidiaries except in the event that the Company, in the future, issues certain subsidiary-guaranteed debt securities. The Company may redeem the  5.625 % Notes at any time, beginning on or after January 15, 2022, at the declining redemption premiums set forth in the indenture governing the  5.625 % Notes. 4.125 % Senior Unsecured Notes On July 1, 2021, the Company completed an offering of $ 400.0 million aggregate principal amount of 4.125 % senior unsecured notes that mature on July 1, 2029 (the “ 4.125 % Notes”). The  4.125 % Notes were issued at par and interest is payable 87 Table of Contents semi-annually on January 1st and July 1st of each year. The  4.125 % Notes are not guaranteed by any of the Company’s subsidiaries except in the event that the Company, in the future, issues certain subsidiary-guaranteed debt securities. The Company may redeem the  4.125 % Notes at any time on or after July 1, 2024, at the declining redemption premiums set forth in the indenture governing the  4.125 % Notes, and, prior to July 1, 2024, at a “make-whole” redemption premium set forth in the indenture governing the  4.125 % Notes. 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. After lender fees and discounts, net proceeds received by the Company were $ 322.2 million. Interest on the Convertible Notes is payable on May 15 th and November 15 th of each year. The Convertible Notes are convertible into shares of the Company’s common stock at an initial conversion price of $ 23.40 per share, or 42.7350 shares, per $1,000 principal amount of notes, subject to adjustment if certain corporate events occur. However, in no event will the conversion exceed 55.5555 shares of common stock per $1,000 principal amount of notes. As of December 31, 2023, the maximum number of shares that could be issued to satisfy the conversion feature of the Convertible Notes is 18,360,815 and the amount by which the Convertible Notes if-converted value exceeded its principal amount was $ 147.2 million. Starting in the fourth quarter of 2020 and prior to February 15, 2026, at their election, holders of the Convertible Notes may convert outstanding notes if the trading price of the Company’s common stock exceeds 130 % of the initial conversion price or, starting shortly after the issuance of the Convertible Notes, if the trading price per $1,000 principal amount of notes is less than 98 % of the product of the trading price of the Company’s common stock and the conversion rate then in effect. The Convertible Notes may, at the Company’s election, be settled in cash, shares of common stock of the Company, or a combination thereof. Beginning November 20, 2023, the Company has the option to redeem the Convertible Notes, in whole or in part. In addition, the Convertible Notes convert into shares of the Company’s common stock upon the occurrence of certain corporate events that constitute a fundamental change under the indenture governing the Convertible Notes at a purchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Convertible Notes in connection with such corporate events or during the relevant redemption period for such Convertible Notes. As of December 31, 2023 and 2022, no Convertible Notes have been redeemed or converted into the Company’s common stock. The Convertible Notes contain a cash conversion feature, and as a result, the Company separated it into liability and equity components. The Company valued the liability component based on its borrowing rate for a similar debt instrument that does not contain a conversion feature. The equity component, recognized as debt discount, was valued as the difference between the face value of the Convertible Notes and the fair value of the liability component. The equity component was valued at $ 91.8 million upon issuance of the Convertible Notes. In connection with the Convertible Notes issuance, the Company incurred debt issuance costs of $ 10.2 million, which were allocated on a pro rata basis to the liability component and the equity component in the amounts of $ 6.6 million and $ 3.6 million, respectively. On January 1, 2022, the Company adopted ASU 2020-06, which resulted in a reclassification of the $ 88.2 million cash conversion feature related to the Company’s Convertible Notes, from stockholders’ equity to liabilities as under ASU 2020-06, bifurcation for a cash conversion feature is no longer permitted. As a result of the adoption, the Company recognized, as a cumulative effect adjustment, an increase to the January 1, 2022 opening balance of retained earnings of $ 18.9 million, net of taxes. 88 Table of Contents The Convertible Notes consisted of the following components: December 31, (in millions) 2023 2022 Liability: Principal $ 330.5 $ 330.5 Unamortized debt issuance costs ( 4.4 ) ( 6.2 ) Net carrying amount $ 326.1 $ 324.3 Interest expense, net The table below presents interest expense, net: For the year ended December 31, (in millions) 2023 2022 2021 Interest expense $ 469.6 $ 760.1 $ 566.9 Capitalized interest ( 4.9 ) ( 1.9 ) ( 4.1 ) Interest expense, net $ 464.7 $ 758.2 $ 562.8 The table below presents interest expense related to the Convertible Notes: For the year ended December 31, (in millions) 2023 2022 2021 Coupon interest $ 9.1 $ 9.1 $ 9.1 Amortization of debt discount — — 12.7 Amortization of debt issuance costs 1.7 1.7 0.9 Convertible Notes interest expense $ 10.8 $ 10.8 $ 22.7 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 2.4 years as of December 31, 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 12, “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 December 31, 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 Annual Report on Form 10-K with the SEC. 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 $ 36.1 million, $ 27.6 million, and $ 17.9 million for the years ended December 31, 2023, 2022, and 2021, 89 Table of Contents respectively. The balance of the financing obligation is $ 154.1 million and $ 118.0 million as of December 31, 2023 and 2022, respectively. Ohio Relocation Fees Other long-term obligations included $ 9.4 million and $ 27.4 million as of December 31, 2023 and 2022, respectively, 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 %. As of December 31, 2023, the remaining balance of the relocation obligation of $ 9.4 million is included in “Current maturities of long-term debt” within our Consolidated Balance Sheets. Event Center As of December 31, 2023 and 2022, other long-term obligations included $ 10.0 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 12—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 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 was reset to $ 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 lease contains real estate assets associated with 14 of the Company’s gaming facilities used in its operations. 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. 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”). 90 Table of Contents As a result of the annual escalator, effective as of November 1, 2023 for the lease year ended October 31, 2023, the fixed component of rent increased by $ 4.2 million, and additional ROU assets and corresponding lease liabilities of $ 28.7 million were recognized associated with the operating lease components. As a result of the annual escalator, effective as of November 1, 2022 for the lease year ended October 31, 2022, the fixed component of rent increased by $ 5.7 million, additional ROU assets and corresponding lease liabilities of $ 3.6 million were recognized associated with the operating lease components, and additional ROU assets and corresponding lease liabilities of $ 44.8 million were recognized associated with the finance lease components. As a result of the annual escalator, effective as of November 1, 2021 for the lease year ended October 31, 2021, the fixed component of rent increased by $ 5.6 million, additional ROU assets and corresponding lease liabilities of $ 34.2 million were recognized associated with the operating lease components, and additional ROU assets and corresponding lease liabilities of $ 3.1 million were recognized associated with the finance lease components. The next annual escalator test date is scheduled to occur effective November 1, 2024. The November 1, 2023 PENN Percentage Rent reset resulted in an annual rent reduction of $ 4.4 million, which will be in effect until the next PENN Percentage Rent reset, scheduled to occur on November 1, 2028. Upon reset of the PENN Percentage Rent, effective November 1, 2023, we recognized additional ROU assets and corresponding lease liabilities of $ 117.4 million. We concluded the execution of the AR PENN Master Lease constituted a modification event under 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 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 470 and continued recognition of the underlying asset in “Property and equipment, net” within our Consolidated Balance Sheets. In conjunction with the sale recognition on the building components, we (i) derecognized $ 1.6 billion of financing obligations within our Consolidated Balance Sheets, offset to “Gain on REIT transaction, net” within our Statements of Operations; and (ii) derecognized $ 1.1 billion of “Property and equipment, net” associated with the building assets within our Consolidated Balance Sheets, offset to “Gain on REIT transaction, net” within our 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 Consolidated Balance Sheets. Lease components classified as an operating lease are recorded to “General and administrative” within our Consolidated Statements of Operations. Prior to the effective date of the AR PENN Master Lease, monthly rent associated with Columbus and monthly rent in excess of the Toledo rent floor were variable and considered contingent rent. Expense related to operating lease components associated with Columbus and Toledo were included in “General and administrative” within our Consolidated Statements of Operations and the variable expense related to financing obligations and finance lease components were included in “Interest expense, net” within our Consolidated Statements of Operations. Total monthly variable expenses were as follows: For the year ended December 31, (in millions) 2022 2021 Variable expenses included in “General and administrative” $ 1.2 $ 18.7 Variable expenses included in “Interest expense, net” 36.4 17.1 Total variable expenses $ 37.6 $ 35.8 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 PNRC 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. 91 Table of Contents 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 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 Consolidated Balance Sheets; (ii) derecognized $ 165.5 million in lease liabilities within our 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 Consolidated Statements of Operations. Lease components classified as an operating lease are recorded to “General and administrative” within our 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 was subject to a fixed escalator of 1.5 % on November 1, 2023 and will continue to increase 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. 92 Table of Contents 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. As a result of the annual escalator, effective as of May 1, 2022, for the lease year ended April 30, 2022, the fixed component of rent increased by $ 4.6 million, and an additional ROU asset and corresponding lease liability of $ 33.2 million were recognized associated with the finance lease components. As a result of the annual escalator, effective as of May 1, 2021, for the lease year ended April 30, 2021, the fixed component of rent increased by $ 4.5 million, and an additional ROU asset and corresponding lease liability of $ 17.2 million were recognized associated with the operating lease components. The next annual escalator test date is scheduled to occur on May 1, 2024. The May 1, 2022 Pinnacle Percentage Rent reset resulted in an annual rent increase of $ 1.9 million, which will be in effect until the next Pinnacle Percentage Rent reset, scheduled to occur on May 1, 2024. Upon reset of the Pinnacle Percentage Rent, effective May 1, 2022, we recognized an additional finance lease ROU asset and corresponding lease liability of $ 26.1 million. 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 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 an individual 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 (as defined and discussed below), and the Morgantown Lease during the year ended December 31, 2020. The initial term of the Morgantown Lease is 20 years with six subsequent, five-year renewal periods, exercisable at the Company’s option. Initial annual rent under the Morgantown Lease is $ 3.0 million, subject to a 1.50 % fixed annual escalation in each of the first three years subsequent to the facility opening, which occurred on December 22, 2021. Thereafter, the lease will be subject to an annual escalator consisting of either (i) 1.25 %, if the consumer price index increase is greater than 0.50 %, or (ii) zero , if the consumer price index increase is less than 0.50 %. 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 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 93 Table of Contents per year subject to escalation. The initial term of the Perryville Lease was 20 years with three subsequent, five-year renewal periods, exercisable at the Company’s option. The building portion of the annual rent was subject to a fixed annual escalation of 1.50 % in each of the following three years , with subsequent annual escalations of either (i) 1.25 %, if the consumer price index increase is greater than 0.50 %, or (ii) zero , if the consumer price index increase is less than 0.50 %. We determined the transaction to be a finance lease arrangement and upon execution of the Perryville Lease, recorded a $ 102.9 million ROU asset and a corresponding lease liability. 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 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. The payment structure under the Meadows Lease included a fixed component (“Meadows Base Rent”), which was subject to an annual escalator of up to 5 % for the initial term or until the lease year in which Meadows Base Rent plus Meadows Percentage Rent (as defined below) was a total of $ 31.0 million, subject to certain adjustments, and up to 2 % thereafter, subject to an Adjusted Revenue to Rent Ratio (as defined in the Meadows Lease) of 2.0 :1. The “Meadows Percentage Rent” was based on performance, which was prospectively adjusted for the next two-year period equal to 4.0 % of the average annual net revenues of the property during the trailing two-year period. 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 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”). Subsequent to year end, on February 1, 2024, 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 $ 2.7 million. 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. On February 1, 2022, the 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 $ 2.9 million. We did not incur an annual escalator for the lease year ended January 31, 2021. On February 1, 2023, the Margaritaville Percentage 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. On February 1, 2021, the Margaritaville Percentage Rent reset resulted in an annual rent reduction of $ 0.1 million which was in effect until the February 1, 2023 Margaritaville Percentage Rent reset. Upon reset of the Margaritaville Percentage Rent, effective February 1, 2021, we recognized an additional operating lease ROU asset and corresponding lease liability of $ 5.5 million. 94 Table of Contents 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 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”). In May 2020, the lease was amended to remove the escalator for the lease years ending May 31, 2022 and 2021 and to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the fourth lease year (June 1, 2022). In April 2022, the lease was further amended to provide for a Net Revenue to Rent coverage floor to be mutually agreed upon prior to the commencement of the fifth lease year (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). We did not incur an annual escalator for the lease year ended May 31, 2023. 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. On June 1, 2021, the Greektown Percentage Rent reset resulted in an annual rent reduction of $ 4.2 million, which was in effect until the next Greektown Percentage Rent reset, which occurred on June 1, 2023. Upon reset of the Greektown Percentage Rent, effective June 1, 2021, we recognized an additional operating lease ROU asset and corresponding lease liability of $ 4.1 million. 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 Consolidated Statements of Operations. Tropicana Lease Prior to the closing of the sale of PENN’s outstanding equity interest in 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. 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 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 (collectively 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. 95 Table of Contents Information related to lease term and discount rate was as follows: December 31, 2023 2022 Weighted-Average Remaining Lease Term Operating leases 11.2 years 19.1 years Finance leases 27.3 years 26.7 years Financing obligations 27.6 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 % The components of lease expense were as follows: Location on Consolidated Statements of Operations For the year ended December 31, (in millions) 2023 2022 2021 Operating Lease Costs Rent expense associated with triple net operating leases (1) General and administrative $ 591.1 $ 149.6 $ 454.4 Operating lease cost (2) Primarily General and administrative 22.4 19.7 16.6 Short-term lease cost Primarily Gaming expense 81.2 74.6 64.9 Variable lease cost (2) Primarily Gaming expense 3.6 4.3 4.3 Total $ 698.3 $ 248.2 $ 540.2 Finance Lease Costs Interest on lease liabilities (3) Interest expense, net $ 110.6 $ 258.4 $ 17.2 Amortization of ROU assets (3) Depreciation and amortization 87.5 181.6 10.6 Total $ 198.1 $ 440.0 $ 27.8 Financing Obligation Costs Interest on financing obligations (4) Interest expense, net $ 146.6 $ 347.0 $ 416.9 (1) For the year ended December 31, 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 year ended December 31, 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). For the year ended December 31, 2021, pertains to the operating lease components contained within the (i) PENN Master Lease (specific to the land, inclusive of the variable expense associated with Columbus and Toledo); (ii) Pinnacle Master Lease (specific to the land); (iii) Meadows Lease; (iv) Margaritaville Lease; (v) Greektown Lease; and (vi) Tropicana Lease. (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 year ended December 31, 2023, pertains to the finance lease components associated with the Pinnacle Master Lease (land). For the year ended December 31, 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 primarily consisted of the land, inclusive of the variable expense associated with Columbus and Toledo. For the year ended December 31, 2021, pertains to the finance lease components associated with the (i) PENN Master Lease; and (ii) Perryville Lease (effective July 1, 2021). The finance lease components contained within the PENN Master Lease consisted of the land and building components associated with the operations of Dayton and Mahoning Valley. (4) For the year ended December 31, 2023, pertains to the components contained within the Pinnacle Master Lease (buildings) and the Morgantown Lease. For the years ended December 31, 2022 and 2021, pertains to the components contained within the (i) PENN Master Lease (primarily buildings) inclusive of the variable expense associated with Columbus and Toledo for the financing obligation components; (ii) Pinnacle Master Lease (buildings); and (iii) Morgantown Lease. 96 Table of Contents Supplemental cash flow information related to leases was as follows: For the year ended December 31, (in millions) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 110.6 $ 258.4 $ 17.2 Operating cash flows from operating leases $ 609.9 $ 163.2 $ 428.3 Financing cash flows from finance leases $ 47.1 $ 110.5 $ 8.5 Non-cash lease activities: Commencement of operating leases $ 3,820.4 $ 58.5 $ 96.4 Derecognition of operating lease liabilities $ 307.7 $ — $ — Commencement of finance leases $ 33.3 $ 1,462.1 $ 106.1 Derecognition of finance lease liabilities $ 2,933.6 $ — $ — Derecognition of finance obligations $ 1,567.8 $ — $ — Total payments made under the Triple Net Leases were as follows: For the year ended December 31, (in millions) 2023 2022 2021 AR PENN Master Lease $ 284.1 $ — $ — 2023 Master Lease 232.8 — — PENN Master Lease — 480.3 475.7 Pinnacle Master Lease 339.4 334.1 328.3 Perryville Lease — 7.8 3.9 Meadows Lease — 24.6 24.9 Margaritaville Lease 26.2 23.8 23.5 Greektown Lease 52.2 51.3 53.1 Morgantown Lease 3.1 3.1 3.0 Total (1) $ 937.8 $ 925.0 $ 912.4 (1) For the years ended December 31, 2022 and 2021, 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. The classification of lease ROU assets was as follows: December 31, (in millions) 2023 2022 Lease ROU assets Operating leases $ 4,264.7 $ 1,068.4 Finance leases 2,041.0 5,034.9 Total $ 6,305.7 $ 6,103.3 97 Table of Contents The following is a maturity analysis of our operating leases, finance leases, and financing obligations as of December 31, 2023: (in millions) Operating Leases Finance Leases Financing Obligations Years ending December 31: 2024 $ 617.9 $ 149.3 $ 166.5 2025 611.1 144.7 166.5 2026 611.8 144.7 166.6 2027 614.5 144.6 166.5 2028 613.6 144.6 166.6 Thereafter 3,318.6 3,222.4 3,829.5 Total lease payments 6,387.5 3,950.3 4,662.2 Less: Imputed interest ( 2,141.1 ) ( 1,847.5 ) ( 2,234.8 ) Present value of future lease payments 4,246.4 2,102.8 2,427.4 Less: Current portion of lease obligations ( 302.3 ) ( 40.3 ) ( 41.3 ) Long-term portion of lease obligations $ 3,944.1 $ 2,062.5 $ 2,386.1 Lessor The Company leases its hotel rooms to patrons and records the corresponding lessor revenue in “Food, beverage, hotel, and other revenues” within our Consolidated Statements of Operations. For the years ended December 31, 2023, 2022, and 2021, the Company recognized $ 247.3 million, $ 262.0 million, and $ 231.1 million of lessor revenues related to the rental of hotel rooms, respectively. Hotel leasing arrangements vary in duration but are short-term in nature. The cost and accumulated depreciation of property and equipment associated with hotel rooms is included in “Property and equipment, net” within our Consolidated Balance Sheets. Note 13—Commitments and Contingencies ESPN Sportsbook and Investment Agreements 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. Pursuant to the Sportsbook Agreement, PENN rebranded the existing Barstool Sportsbook across all online platforms in the United States as ESPN BET 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 provides certain marketing, content integration, and promotional services in support of the Sportsbook, including access to ESPN talent, and exclusively promotes 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 three 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 if (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 three or year seven of the term the Sportsbook’s market access is not at 98 Table of Contents 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, Inc. warrants to purchase approximately 31.8 million shares of PENN common stock. The warrants are 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 $ 550.4 million 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, Inc. 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. During the year ended December 31, 2023, the Company recognized $ 33.3 million in marketing expenses related to the Sportsbook Agreement and recognized $ 12.5 million in marketing expenses related to the Investment Agreement. Expenses related to the Sportsbook Agreement and the Investment Agreement are recorded as marketing expense within “Gaming” expenses on the Consolidated Statements of Operations and recognized when services are received. Litigation 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. Location Share Agreements Prairie State Gaming (“PSG”) enters into location share agreements with bar and retail establishments in Illinois. These agreements are contracts which allow PSG to place VGTs in the bar or retail establishment in exchange for a percentage of the variable revenue generated by the VGTs. PSG holds the gaming license with the state of Illinois and the location share percentage is determined by the state of Illinois. The Company records the location share payments to “Gaming” expense within the Consolidated Statements of Operations. For the years ended December 31, 2023, 2022, and 2021, the total location share payments made by PSG were $ 45.3 million, $ 43.6 million, and $ 43.3 million, respectively. Purchase Obligations The Company has obligations to purchase various goods and services totaling $ 790.7 million as of December 31, 2023, including $ 339.4 million which will be incurred in 2024. Purchase obligations totaled $ 405.6 million as of December 31, 2022. The increase over the prior year is primarily due to the Sportsbook Agreement with ESPN described above. Additionally, 2024 amounts include capital expenditure obligations related to the Aurora Project and Other Development Projects as described below. 99 Table of Contents Capital Expenditure Commitments Pursuant to each of our Triple Net Leases, with the exception of our Morgantown Lease (which is a land lease we entered into on October 1, 2020 with GLPI as discussed in Note 12, “Leases” ), we are obligated to spend a minimum of 1 % of annual net revenues, in the aggregate under each lease, on the maintenance of such facilities. In addition, we are expecting to have capital expenditures in connection with the Aurora Project and Other Development Projects as a result of our Master Development Agreement with GLPI (also discussed in Note 12, “Leases” ). Employee Benefit Plans The Company maintains a qualified retirement plan under the provisions of Section 401(k) of the Internal Revenue Code of 1986, as amended, which covers all eligible employees (the “PENN 401(k) Plan”). The PENN 401(k) Plan enables participating employees to defer a portion of their salary in a retirement fund to be administered by the Company. The Company makes a discretionary match contribution, where applicable, of 50 % of employees’ elective salary deferrals, up to a maximum of 6 % of eligible employee compensation. The matching contributions to the PENN 401(k) Plan for the years ended December 31, 2023, 2022, and 2021 were $ 13.4 million, $ 12.1 million, and $ 10.2 million, respectively. We maintain a non-qualified deferred compensation plan (the “EDC Plan”) that covers most management and other highly-compensated employees. The EDC Plan was effective beginning March 1, 2001. The EDC Plan allows the participants to defer, on a pre-tax basis, a portion of their base annual salary and/or their annual bonus and earn tax-deferred earnings on these deferrals. The EDC Plan also provides for matching Company contributions that vest over a five-year period. The Company has established a trust, and transfers to the trust, on a periodic basis, an amount necessary to provide for its respective future liabilities with respect to participant deferral and Company contribution amounts. The Company’s matching contributions for the EDC Plan for the years ended December 31, 2023, 2022, and 2021 were $ 4.3 million, $ 4.6 million, and $ 3.3 million, respectively. Our deferred compensation liability, which is included in “Accrued expenses and other current liabilities” within the Consolidated Balance Sheets, was $ 87.7 million and $ 70.8 million as of December 31, 2023 and 2022, respectively. Labor Agreements We are required to have agreements with the horsemen at the majority of our racetracks to conduct our live racing and/or simulcasting activities. In addition, in order to operate gaming machines and table games in West Virginia, the Company must maintain agreements with each of the Charles Town horsemen, pari-mutuel clerks and breeders. As of December 31, 2023, we had 35 collective bargaining agreements covering approximately 4,180 active employees. Twelve collective bargaining agreements are scheduled to expire in 2024. 100 Table of Contents Note 14—Income Taxes The following table summarizes the tax effects of temporary differences between the Consolidated Financial Statements carrying amount of assets and liabilities and their respective tax basis, which are recorded at the prevailing enacted tax rate that will be in effect when these differences are settled or realized. These temporary differences result in taxable or deductible amounts in future years. The Company assessed all available positive and negative evidence to estimate whether sufficient future taxable income will be generated to realize our existing net deferred tax assets. The components of the Company’s deferred tax assets and liabilities were as follows: December 31, (in millions) 2023 2022 Deferred tax assets: Stock-based compensation expense $ 7.6 $ 8.1 Accrued expenses 128.6 86.1 Financing and operating leasing obligations 2,292.8 2,619.3 Unrecognized tax benefits 9.9 9.8 Investments in and advances to unconsolidated affiliates 15.2 13.0 Discount on convertible notes 0.3 0.4 Net operating losses and tax credit carryforwards 138.4 108.2 Capital loss carryforwards 126.1 4.5 Interest limitation carryforwards 12.1 — Gross deferred tax assets 2,731.0 2,849.4 Less: Valuation allowance ( 210.5 ) ( 31.2 ) Net deferred tax assets 2,520.5 2,818.2 Deferred tax liabilities: Property and equipment, not subject to the Master Leases ( 123.9 ) ( 99.1 ) Property and equipment, subject to the Master Leases ( 635.0 ) ( 925.0 ) Intangible assets ( 259.1 ) ( 263.7 ) Lease right-of-use assets ( 1,620.1 ) ( 1,564.3 ) Net deferred tax liabilities ( 2,638.1 ) ( 2,852.1 ) Long-term deferred tax liabilities, net $ ( 117.6 ) $ ( 33.9 ) The realizability of the net deferred tax assets is evaluated quarterly by assessing the need for a valuation allowance and by adjusting the amount of the allowance, if necessary. Pursuant to ASC 740, the Company considers all available (both quantitative and qualitative) positive and negative evidence including, but not limited to, statutory carryback periods, projected future taxable income, and feasible tax planning strategies that could be implemented as a source of positive evidence to realize the net deferred tax assets. In accordance with ASC 740, the most objectively verifiable form of evidence is to evaluate an entity’s three-year history of pre-tax book income or loss by jurisdiction. ASC 740 suggests that additional scrutiny should be given to deferred taxes of an entity with cumulative pre-tax book losses during the three most recent years and is considered significant negative evidence that is objectively verifiable and therefore, an entity would need sufficient quality and quantity to support a conclusion to overcome. During 2023, there were no material changes to our core business operations that altered our prior year conclusion to release the valuation allowance against the federal, foreign, and state net deferred tax assets for the portion that is more-likely-than-not to be realized. The Company continued to generate significant positive evidence in the U.S. with three-year cumulative domestic pre-tax book income of $ 518.7 million, despite the significant pre-tax book charge related to the sale of Barstool Sports and the $ 130.6 million impairment charges recorded during the year. The Company maintained a valuation allowance of $ 210.5 million, as of December 31, 2023, against certain net deferred tax assets primarily related to (i) a capital loss realized on the sale of Barstool Sports of $ 126.1 million, (ii) foreign jurisdictions that were in a three-year cumulative pre-tax loss position as of the balance sheet date of $ 47.1 million, (iii) certain state net operating loss (“NOL”) carryforwards of $ 30.6 million, and (iv) other state deferred tax assets of $ 6.7 million. The Company intends to continue to maintain a valuation allowance on its net deferred tax assets until there is sufficient objectively verifiable positive evidence to support the realization of all or some portion of these deferred tax assets. In the event the Company determines that the deferred income tax assets would be realized 101 Table of Contents in the future more than their net recorded amount, an adjustment to the valuation allowance would be recorded, which would reduce the provision for income taxes. As of December 31, 2023, the Company had the following pre-tax carryforwards: (i) pre-tax U.S. federal NOL carryforwards of $ 100.3 million, $ 88.0 million will expire at various dates through 2037, and the residual being carried forward indefinitely; (ii) pre-tax foreign NOL carryforwards of $ 189.4 million that will expire through 2042; (iii) pre-tax capital losses of $ 500.0 million, the majority of which was generated from the Barstool divestiture and will expire in 2028; and (iv) pre-tax interest expense limitation carryforwards of $ 48.5 million that can be carried forward indefinitely. All acquired tax attributes are subject to limitations under the Internal Revenue Code and underlying Treasury Regulations. As of December 31, 2023, the Company also had $ 1.2 billion of pre-tax state NOL carryforwards, primarily generated in the Commonwealth of Pennsylvania, Colorado, Illinois, Iowa, Louisiana, Maryland, Michigan, Missouri, New Mexico, and localities within Ohio and Michigan. The tax benefit associated with these NOL carryforwards was $ 65.4 million and a partial valuation allowance as mentioned above has been recorded due to negative evidence of certain statutorily limitations and level of earnings projections in the respective jurisdictions. The majority of the state NOL carryforwards will expire at various dates from December 31, 2023 through December 31, 2042 with the remaining being carried forward indefinitely. In general, the Company has not recognized any U.S. tax expense on undistributed foreign earnings, as we intend to reinvest and expand into new markets outside the U.S. for the foreseeable future. If our intent changes or if these earnings are needed for our U.S. operations, we would be required to accrue and pay U.S. taxes on a portion or all of these undistributed earnings. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries. The undistributed foreign earnings were immaterial at December 31, 2023. The domestic and foreign components of income (loss) before income taxes for the years ended December 31, 2023, 2022, and 2021 were as follows: For the year ended December 31, (in millions) 2023 2022 2021 Domestic $ ( 382.6 ) $ 295.3 $ 606.0 Foreign ( 117.0 ) ( 120.0 ) ( 66.9 ) Total $ ( 499.6 ) $ 175.3 $ 539.1 The components of income tax benefit (expense) for the years ended December 31, 2023, 2022, and 2021 were as follows: For the year ended December 31, (in millions) 2023 2022 2021 Current tax expense Federal $ ( 20.8 ) $ ( 89.0 ) $ ( 100.0 ) State ( 4.9 ) ( 15.3 ) ( 23.1 ) Total current ( 25.7 ) ( 104.3 ) ( 123.1 ) Deferred tax benefit (expense) Federal 13.2 33.7 ( 11.9 ) State 22.8 78.5 13.3 Foreign ( 2.1 ) 38.5 3.1 Total deferred 33.9 150.7 4.5 Total income tax benefit (expense) $ 8.2 $ 46.4 $ ( 118.6 ) 102 Table of Contents The following table reconciles the statutory federal income tax rate to the actual effective income tax rate, and related amounts of income tax benefit (expense), for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 (in millions, except tax rates) Amount of pre-tax income Federal statutory rate $ 105.0 $ ( 36.8 ) $ ( 113.2 ) State and local income taxes, net of federal benefits 16.1 ( 5.2 ) ( 7.7 ) Tax law change — ( 10.8 ) — Nondeductible expenses ( 48.5 ) ( 7.8 ) ( 13.3 ) Compensation ( 7.2 ) ( 6.2 ) 6.5 Foreign 1.9 0.9 0.9 Valuation allowance ( 56.4 ) 113.4 ( 5.9 ) Tax credits 4.9 4.6 5.8 Equity investment write-off ( 2.6 ) — 11.3 Other ( 5.0 ) ( 5.7 ) ( 3.0 ) Income tax benefit (expense) $ 8.2 $ 46.4 $ ( 118.6 ) Effective Tax Rate 1.7 % ( 26.5 ) % 22.0 % A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: (in millions) Unrecognized tax benefits Unrecognized tax benefits as of January 1, 2021 $ 36.3 Additions based on prior year positions 3.8 Decreases due to settlements and/or reduction in reserves ( 0.1 ) Unrecognized tax benefits as of December 31, 2021 40.0 Additions based on prior year positions 2.9 Decreases due to settlements and/or reduction in reserves ( 0.2 ) Unrecognized tax benefits as of December 31, 2022 42.7 Additions based on prior year positions 2.2 Decreases due to settlements and/or reduction in reserves ( 1.3 ) Unrecognized tax benefits as of December 31, 2023 $ 43.6 During the year ended December 31, 2023, we did no t record any new tax reserves, and accrued interest or penalties related to current year uncertain tax positions. Regarding prior year tax positions, we recorded $ 3.8 million of tax reserves and accrued interest and reversed $ 3.1 million of previously recorded tax reserves and accrued interest for uncertain tax positions. As of December 31, 2023 and 2022, unrecognized tax benefits, inclusive of accruals for income tax related penalties and interest, of $ 47.2 million and $ 46.0 million, respectively, were included in “Other long-term liabilities” within the Company’s Consolidated Balance Sheets. Overall, the Company recorded a net tax expense of $ 1.1 million in connection with its uncertain tax positions for the year ended December 31, 2023. The liability for unrecognized tax benefits as of December 31, 2023 and 2022 included $ 37.3 million and $ 36.3 million, respectively, of tax positions that, if reversed, would affect the effective tax rate. During the year ended December 31, 2023, we recognized income of $ 0.2 million to interest and penalties, net of deferred taxes, as compared to an expense of $ 0.6 million and $ 0.7 million to interest and penalties, net of deferred taxes for the years ended December 31, 2022 and 2021, respectively. In addition, the Company had an immaterial amount of reductions in previously accrued interest and penalties for the year ended December 31, 2023 and no reductions for the year ended December 31, 2022. We classify any income tax related penalties and interest accrued related to unrecognized tax benefits in “Income tax benefit (expense)” within the Consolidated Statements of Operations. The Company is currently in various stages of the examination process in connection with its open audits. Generally, it is difficult to determine when these examinations will be closed, but the Company reasonably expects that its ASC 740 liabilities will not significantly change over the next twelve months. As of December 31, 2023, the Company has open tax years 2019 103 Table of Contents through 2021 that could be subject to examination for U.S. federal income taxes. In addition, we are subject to state and local income tax examinations for various tax years in the taxing jurisdictions in which we operate. Such audits could result in increased tax liabilities, interest and penalties. While the Company believes its tax positions are appropriate, we cannot assure the outcome will remain consistent with our expectation. The Company believes we have adequately reserved for potential audit exposures of uncertain tax positions. In the event the final outcome of these matters is different than the amounts recorded, such differences will impact our income tax provision in the period in which the determination is made. As of December 31, 2023 and 2022, prepaid income taxes of $ 65.3 million and $ 15.2 million, respectively, were included in “Prepaid expenses” within the Company’s Consolidated Balance Sheets. Tax Legislation Inflation Reduction Act. On August 16, 2022, The Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA contains several provisions including a 15% corporate alternative minimum tax (“CAMT”) for certain large corporations that have at least an average of $1.0 billion adjusted financial statement income over a three-year period effective for tax years beginning after December 31, 2022. A CAMT credit would also be allowed to offset regular federal tax in future years. The IRA also includes a 1% excise tax on corporate stock repurchases after January 1, 2023. Based on our analysis of the IRA and subsequent guidance, management does not expect the CAMT to have a material effect on our future cash flows and results of operations. In 2023, the 1% excise tax on corporate stock repurchases was an immaterial amount. Note 15—Stockholders’ Equity Common and Preferred Stock On May 11, 2021, as part of the acquisition of Hitpoint, the Company issued 43,684 shares for a total of $ 3.5 million. On both July 8, 2022 and June 29, 2023, the Company issued 4,055 shares in connection with the achievement of the first and second of three annual mutual goals established by the Company and Hitpoint for a total of $ 0.2 million and $ 0.1 million, respectively. On August 1, 2021, as part of the acquisition of Sam Houston, the Company issued 198,103 shares for a total of $ 15.8 million. On October 19, 2021, as part of the acquisition of theScore, the Company issued 12,319,340 shares of common stock with a par value of $ 0.01 and 697,539 Exchangeable Shares for approximately $ 1.0 billion, as discussed in Note 6, “Acquisitions and Dispositions.” During the year ended December 31, 2023, we issued 2,854 Exchangeable Shares. During the year ended December 31, 2022, we did not issue Exchangeable Shares. As of both December 31, 2023 and 2022, there were 768,441 Exchangeable Shares authorized, of which 560,267 shares and 620,019 shares were outstanding, respectively. In conjunction with the February 2020 stock purchase agreement between PENN and Barstool, the Company issued 883 shares of non-voting convertible Series D Preferred Stock, par value $ 0.01 , to certain individual stockholders affiliated with Barstool. The Series D Preferred stockholders were 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. 1/1,000th of a share of Series D Preferred Stock was convertible into one share of PENN common stock. The Series D Preferred Stock was available for conversion into PENN common stock in tranches over four years , with the first and second 20 % tranches having been available for conversion into PENN common stock in the first quarter of 2021 and first quarter of 2022, respectively. During the first quarter of 2023, an additional tranche of 30 % became available for conversion. On each of February 22, 2021 and August 23, 2021, the Company issued 43 shares of Series D Preferred Stock in conjunction with acquiring additional shares of Barstool common stock. On June 1, 2022, the Company issued 64,000 shares of common stock in conjunction with acquiring additional shares of Barstool common stock from certain individual stockholders affiliated with Barstool. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act. On February 22, 2021 and August 23, 2021, 151 and 43 shares of Series D Preferred Stock, respectively, were converted to common stock. As a result of the conversions, the Company issued 151,200 and 43,000 shares of common stock, respectively, each with a par value of $ 0.01 . On February 23, 2022 and February 24, 2022, 43 and 151 shares of Series D Preferred Stock, respectively, were converted to common stock. As a result of the conversions, the Company issued 43,000 and 151,200 shares of common stock, respectively, each with a par value of $ 0.01 . The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act. 104 Table of Contents 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 was subject to transfer restrictions which were waived on August 11, 2023, pursuant to the Barstool SPA. See Note 6, “Acquisitions and Dispositions” for additional information related to the Barstool SPA. 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 . Pursuant to the Barstool SPA, on August 11, 2023, all remaining 354 outstanding shares of Series D Preferred Stock were converted to common stock. As a result of the conversion, the Company issued 353,800 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 both December 31, 2023 and 2022, there were 5,000 shares authorized of Series D Preferred Stock of which zero shares and 581 shares were outstanding, respectively. The Company previously issued two series of preferred stock, Series B and Series C, each with a par value of $ 0.01 per share. As of both December 31, 2023 and 2022, there were 1,000,000 and 18,500 shares authorized of our Series B and Series C preferred stock, respectively. There were no shares outstanding of either Series B or Series C preferred stock as of both December 31, 2023 and 2022. On August 8, 2023, pursuant to the Investment Agreement with ESPN, Inc., the Company issued warrants to ESPN, Inc. to purchase approximately 31.8 million shares of PENN common stock, par value $ 0.01 per share, as discussed in Note 13, “Commitments and Contingencies.” Share Repurchase Authorization During the second quarter of 2023, we completed our $ 750 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 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 years ended December 31, 2023 and 2022, respectively, the Company repurchased 5,438,221 and 17,561,288 shares of its common stock in open market transactions for $ 149.8 million and $ 601.1 million at an average price of $ 27.54 and $ 34.23 per share under the February 2022 and December 2022 Authorizations. The cost of all repurchased shares is recorded to “Treasury stock” within the Consolidated Balance Sheets. No shares of the Company’s common stock were repurchased subsequent to the year ended December 31, 2023. As of February 22, 2024, the remaining availability under our December 2022 Authorization was $ 749.5 million. 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 %. As of December 31, 2022, the receivable was recorded as a reduction of equity within “Additional paid-in capital” in our Consolidated Balance Sheets. 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 Consolidated Balance Sheets. 105 Table of Contents Note 16—Stock-Based Compensation 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 December 31, 2023, there are 11,008,469 shares available for future grants under the 2022 Amended Plan. 2018 Long Term Incentive Compensation Plan (“2018 Plan”) The Company’s 2018 Plan authorized it to issue stock options (incentive and/or non-qualified), SARs, restricted stock (shares and/or units), performance awards (shares and/or units), and cash awards to employees and any consultant or advisor to the Company or subsidiary. Non-employee directors were eligible to receive all such awards, other than incentive stock options. Pursuant to the 2018 Plan, 12,700,000 shares of the Company’s common stock were reserved for issuance. For purposes of determining the number of shares available for issuance under the 2018 Plan, stock options and SARs (except cash-settled SARs) counted against the 12,700,000 limit as one share of common stock for each share granted and restricted stock or any other full value stock award are counted as 2.30 shares of common stock for each share granted. Any awards that were not settled in shares of common stock were not counted against the share limit. In connection with the approval of the 2022 Plan, the 2018 Plan remains in place until all of the awards previously granted thereunder have been paid, forfeited, or expired. However, the shares which remained available for issuance under the 2018 Plan are no longer available for issuance and all future equity awards will be granted pursuant to the 2022 Plan. On April 12, 2021, the Board of Directors granted 600,000 restricted stock units and 300,000 restricted stock awards with market-based and service-based vesting conditions (collectively the “Stock Awards”), solely to the Company’s Chief Executive Officer and President pursuant to the 2018 Plan. The Stock Awards are classified as equity with separate tranches and requisite service periods identified for each separately achievable component. As of the grant date, the fair value of the Stock Awards was $ 48.7 million and was calculated using a Monte Carlo simulation. The fair value of the restricted stock awards was estimated at $ 19.4 million and segregated into 15 tranches with expense recognition periods ranging from 2.2 to 6.0 years. The fair value of the restricted stock units was estimated at $ 29.3 million and segregated into four tranches with expense recognition periods ranging from 6.7 to 8.7 years. We recognized $ 8.4 million, $ 8.6 million, and $ 6.3 million of stock compensation expense for the Stock Awards during the years ended December 31, 2023, 2022, and 2021, respectively. Score Media And Gaming Inc. Second Amended And Restated Stock Option And Restricted Stock Unit Plan ( “ theScore Plan ” ) In connection with the acquisition of theScore on October 19, 2021, the Company registered theScore Plan. theScore Plan authorized the Company to issue non-qualified stock options and restricted stock units to employees and service providers affiliated with theScore prior to the acquisition date. At the date of acquisition, the Company rolled over all outstanding non-vested, unexercised stock options, and non-vested restricted stock units equivalent to 853,904 shares of the Company. Each rollover option and restricted stock unit were subject to substantially the same terms and conditions applicable to the award immediately prior to the acquisition. In connection with the transaction, the vesting provisions of unvested options and restricted stock units, awarded under the theScore Plan prior to August 4, 2021, were amended to provide for a new acceleration right for legacy theScore employees and service providers. The amendment provides that, if an involuntary termination without cause occurs at any time prior to April 19, 2023, unvested options and restricted stock units will automatically accelerate and become fully vested on the effective date of termination. In connection with the approval of the 2022 Plan, theScore Plan 106 Table of Contents remains in place until all of the awards previously granted thereunder have been paid, forfeited or expired. However, the shares which remained available for future grants under theScore Plan are no longer available for issuance and all future equity awards will be pursuant to the 2022 Plan. Stock-based Compensation Expense Stock-based compensation expense pertains to our stock options and restricted stock, including restricted stock with performance conditions. The Company recognized $ 85.9 million, $ 58.1 million, and $ 35.1 million stock-based compensation expense for the years ended December 31, 2023, 2022, and 2021, respectively, which is included within the Consolidated Statements of Operations as a component of “General and administrative” expense. Stock Options Stock options that expire between January 4, 2024 and November 1, 2033 have been granted to officers, directors, employees, and predecessor employees to purchase common stock at prices ranging from $ 2.51 to $ 117.82 per share, including options rolled over from theScore Plan. All options were granted at the fair market value of the common stock on the grant date (as defined in the respective plan document) and have contractual lives ranging from 4 to 10 years. The Company issues new authorized common shares to satisfy stock option exercises. During the years ended December 31, 2023, 2022, and 2021, respectively, the Company granted 846,291 , 398,945 , and 587,399 stock options, which includes 352,768 that were rolled over under theScore Plan during the year ended December 31, 2021. The following table presents activity related to our stock options for the year ended December 31, 2023: Number of Option Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding as of January 1, 2023 3,270,763 $ 27.89 Granted 846,291 $ 29.03 Exercised ( 352,032 ) $ 15.07 Forfeited ( 54,838 ) $ 40.24 Outstanding as of December 31, 2023 3,710,184 $ 29.19 6.4 $ 13.8 Exercisable as of December 31, 2023 2,463,456 $ 24.67 5.5 $ 13.4 The following table presents information related to the fair value and intrinsic value of our stock options for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Weighted-average grant-date fair value of options (1) $ 18.60 $ 30.09 $ 57.70 Aggregate intrinsic value of stock options exercised (in millions) $ 4.1 $ 8.6 $ 53.1 Fair value of stock options vested (in millions) $ 15.9 $ 21.3 $ 6.2 (1) For the year ended December 31, 2021, the combined weighted-average grant-date fair values include options rolled over under theScore Plan. As of December 31, 2023, the unamortized compensation costs not yet recognized related to stock options granted totaled $ 18.7 million and the weighted-average period over which the costs are expected to be recognized was 1.7 years. 107 Table of Contents The following are the weighted-average assumptions used in the Black-Scholes option-pricing model for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, 2023 2022 2021 Risk-free interest rate 3.88 % 1.40 % 0.46 % Expected volatility 74.85 % 71.00 % 75.33 % Dividend yield (1) — — — Weighted-average expected life (in years) 5.1 5.2 5.2 (1) The expected dividend yield is zero , as the Company has not historically paid dividends. Restricted Stock Awards and Restricted Stock Units As noted above, the Company grants restricted stock to our employees and certain non-employee directors. In addition, the Company issues its named executive officers (“NEOs”) and other key executives restricted stock with performance conditions, which are discussed in further detail below. Performance Share Programs 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. On April 12, 2021, in addition to the Stock Awards mentioned above, an aggregate of 94,673 restricted shares and units with performance-based vesting conditions were granted at target under our performance share program (“Performance Share Program II”). During the years ended December 31, 2023 and 2022, an aggregate of 461,747 and 244,955 restricted units with performance-based vesting conditions were granted at target under the Performance Share Program II. Restricted stock issued pursuant to the Performance Share Program II 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 200 % of the number of shares granted during the year ended December 31, 2021, and 0 % and 150 % of the number of shares granted during the years ended December 31, 2023 and 2022 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 years ended December 31, 2023 and 2022, the Company granted employees of theScore 199,733 and 102,422 restricted units, respectively, 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. The grant date fair value for restricted stock is generally based on the closing stock price of the Company’s shares of common stock on the trading day preceding the grant date. The grant date fair value for the performance awards issued to key employees of theScore was determined using the five-day volume weighted average closing stock price of the Company’s shares of common stock as of the trading day immediately preceding the grant date. The stock-based compensation expense is recognized over the remaining service period at the time of grant, adjusted for the Company’s expectation of the achievement of the performance conditions. 108 Table of Contents The following table presents activity related to our restricted stock for the year ended December 31, 2023: With Performance Conditions Without Performance Conditions Number of Shares Weighted- Average Grant Date Fair Value Number of Shares Weighted- Average Grant Date Fair Value Nonvested as of January 1, 2023 1,426,208 $ 54.68 1,342,400 $ 53.00 Granted 695,724 $ 31.49 1,039,108 $ 28.70 Vested ( 225,935 ) $ 48.77 ( 1,008,526 ) $ 45.83 Forfeited ( 84,826 ) $ 49.24 ( 178,614 ) $ 40.29 Nonvested as of December 31, 2023 1,811,171 $ 46.98 1,194,368 $ 38.03 As of December 31, 2023, the unamortized compensation costs not yet recognized related to restricted stock totaled $ 70.5 million and the weighted-average period over which the costs are expected to be recognized is 2.6 years. The total fair values of restricted stock that vested during the years ended December 31, 2023, 2022, and 2021 were $ 57.2 million, $ 28.8 million, and $ 28.9 million, 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 Consolidated Balance Sheets, associated with its cash-settled CPUs of $ 1.2 million and $ 2.1 million as of December 31, 2023 and 2022 respectively. As of December 31, 2023, there was a total of $ 0.6 million unrecognized compensation cost related to CPUs that will be recognized over the awards remaining weighted-average vesting period of 1.9 years. For the years ended December 31, 2023, 2022, and 2021, the Company recognized $ 3.3 million, $ 4.0 million, and $ 12.1 million of compensation expense associated with these awards, respectively. Compensation expense associated with our CPUs is recorded in “General and administrative” within the Consolidated Statements of Operations. We paid $ 4.2 million, $ 10.5 million, and $ 13.3 million during the years ended December 31, 2023, 2022, and 2021, respectively, pertaining to cash-settled CPSUs. 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 Consolidated Balance Sheets, associated with its cash-settled SARs of $ 5.8 million and $ 9.2 million as of December 31, 2023 and 2022 respectively. For SARs held by employees of the Company, there was $ 1.0 million of total unrecognized compensation cost as of December 31, 2023 that will be recognized over the awards remaining weighted-average vesting period of two years . For the years ended December 31, 2023 and 2022, the Company recognized reductions to compensation expense of $ 3.1 million and $ 5.5 million, as compared to a charge to compensation expense of $ 3.1 million for the year ended December 31, 2021, respectively. Compensation expense associated with our SARs is recorded in “General and administrative” within the Consolidated Statements of Operations. We paid $ 0.8 million, $ 3.1 million, and $ 39.6 million during the years ended December 31, 2023, 2022, and 2021, respectively, related to cash-settled SARs. Note 17—Earnings (Loss) per Share For the year ended December 31, 2023, we recorded a net loss attributable to PENN. As such, because the dilution from potential common shares was antidilutive, we used basic weighted-average common shares outstanding, rather than diluted weighted-average common shares outstanding when calculating diluted loss per share. Stock options, restricted stock, 109 Table of Contents convertible preferred shares, and convertible debt that could potentially dilute basic EPS in the future that are not included in the computation of diluted loss per share are as follows: (in millions) For the year ended December 31, 2023 Assumed conversion of dilutive stock options 0.6 Assumed conversion of dilutive restricted stock 0.3 Assumed conversion of convertible preferred shares 0.3 Assumed conversion of convertible debt 14.1 For the years ended December 31, 2022 and 2021, 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 were included in the computation of diluted income per share. The following table sets forth the allocation of net income for the years ended December 31, 2022 and 2021 under the two-class method. For the year ended December 31, 2023, we did not utilize the two-class method due to incurring a net loss for the year. For the year ended December 31, (in millions) 2023 2022 2021 Net income (loss) attributable to PENN Entertainment, Inc. $ ( 490.0 ) $ 222.1 $ 420.8 Net income applicable to preferred stock — 0.9 2.1 Net income (loss) applicable to common stock $ ( 490.0 ) $ 221.2 $ 418.7 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 years ended December 31, 2023, 2022, and 2021: For the year ended December 31, (in millions) 2023 2022 2021 Weighted-average common shares outstanding—basic 152.1 161.2 158.7 Assumed conversion of: Dilutive stock options — 1.2 2.3 Dilutive restricted stock — 0.1 0.4 Convertible debt — 14.1 14.1 Weighted-average common shares outstanding—diluted 152.1 176.6 175.5 Restricted stock with performance and market based vesting conditions that have not been met as of December 31, 2023 were excluded from the computation of diluted EPS. Options and warrants to purchase 14.5 million, 0.8 million, and 0.2 million shares were outstanding during the years ended December 31, 2023, 2022, and 2021, respectively, but were not included in the computation of diluted EPS because they were anti-dilutive. The assumed conversion of 0.3 million, 0.6 million, and 0.8 million preferred shares were excluded from the computation of diluted EPS for the years ended December 31, 2023, 2022, and 2021, respectively, because including them would have been antidilutive. 110 Table of Contents The Company’s calculation of weighted-average common shares outstanding includes the Exchangeable Shares issued in connection with theScore acquisition, as discussed in Note 6, “Acquisitions and Dispositions” and Note 15, “Stockholders’ Equity.” The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock for the years ended December 31, 2023, 2022, and 2021: For the year ended December 31, (in millions, except per share data) 2023 2022 2021 Calculation of basic earnings (loss) per share: Net income (loss) applicable to common stock $ ( 490.0 ) $ 221.2 $ 418.7 Weighted-average shares outstanding - PENN Entertainment, Inc. 151.5 160.6 158.6 Weighted-average shares outstanding - Exchangeable Shares 0.6 0.6 0.1 Weighted-average common shares outstanding - basic 152.1 161.2 158.7 Basic earnings (loss) per share $ ( 3.22 ) $ 1.37 $ 2.64 Calculation of diluted earnings (loss) per share: Net income (loss) applicable to common stock $ ( 490.0 ) $ 221.2 $ 418.7 Interest expense, net of tax (1) : Convertible Notes — 7.2 17.0 Diluted income applicable to common stock $ ( 490.0 ) $ 228.4 $ 435.7 Weighted-average common shares outstanding - diluted 152.1 176.6 175.5 Diluted earnings (loss) per share $ ( 3.22 ) $ 1.29 $ 2.48 (1) The tax-affected rates were 21 % and 22 % for the years ended December 31, 2022 and 2021, respectively . Note 18—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 VGT operations, by state, to be separate operating segments. Interactive includes all of our online gaming operations, management of retail sports betting, media, and the operating results of Barstool. We owned 36 % of Barstool common stock prior to the February 17, 2023 Barstool Acquisition, pursuant to which we acquired the remaining 64 % of Barstool common stock. On August 8, 2023, we entered into the Barstool SPA, and we sold 100 % of the outstanding shares of Barstool common stock. See Note 6, “Acquisitions and Dispositions” for further information. 111 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 (loss). For the year ended December 31, (in millions) 2023 2022 2021 Revenues: Northeast segment $ 2,738.4 $ 2,695.9 $ 2,552.4 South segment 1,216.4 1,314.2 1,322.2 West segment 528.5 581.9 521.4 Midwest segment 1,172.6 1,159.6 1,102.7 Interactive segment 718.8 663.1 432.9 Other (1) 20.2 21.3 10.6 Intersegment eliminations (2) ( 32.0 ) ( 34.3 ) ( 37.2 ) Total $ 6,362.9 $ 6,401.7 $ 5,905.0 Adjusted EBITDAR (3) : Northeast segment $ 831.0 $ 842.5 $ 848.4 South segment 494.1 548.1 587.0 West segment 204.2 220.1 195.0 Midwest segment 496.6 501.2 500.1 Interactive segment ( 402.5 ) ( 74.9 ) ( 35.4 ) Other (1) ( 110.8 ) ( 97.6 ) ( 100.7 ) Total (3) 1,512.6 1,939.4 1,994.4 Other operating benefits (costs) and other income (expenses): Rent expense associated with triple net operating leases (4) ( 591.1 ) ( 149.6 ) ( 454.4 ) Stock-based compensation ( 85.9 ) ( 58.1 ) ( 35.1 ) Cash-settled stock-based awards variance 13.8 15.5 ( 1.2 ) Loss on disposal of assets ( 0.1 ) ( 7.9 ) ( 1.1 ) Contingent purchase price ( 1.9 ) 0.6 ( 1.9 ) Pre-opening expenses (5) — ( 4.1 ) ( 5.4 ) Depreciation and amortization ( 435.1 ) ( 567.5 ) ( 344.5 ) Impairment losses (6) ( 130.6 ) ( 118.2 ) — Insurance recoveries, net of deductible charges 13.9 10.7 — Non-operating items of equity method investments (7) ( 7.4 ) ( 7.9 ) ( 7.7 ) Interest expense, net ( 464.7 ) ( 758.2 ) ( 562.8 ) Interest income 40.3 18.3 1.1 Loss on disposal of Barstool (8) ( 923.2 ) — — Gain on Barstool Acquisition, net (9) 83.4 — — Gain on REIT transactions, net (10) 500.8 — — Loss on early extinguishment of debt — ( 10.4 ) — Other (5)(11) ( 24.4 ) ( 127.3 ) ( 42.3 ) Income (loss) before income taxes ( 499.6 ) 175.3 539.1 Income tax benefit (expense) 8.2 46.4 ( 118.6 ) Net income (loss) $ ( 491.4 ) $ 221.7 $ 420.5 (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 112 Table of Contents administrative expenses that do not directly relate or have not otherwise been allocated. Corporate overhead costs were $ 106.7 million, $ 98.5 million, and $ 103.3 million for the years ended December 31, 2023, 2022, and 2021, 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; loss on disposal of a business; 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 (7) below) added back for Barstool and our Kansas Entertainment joint venture. (4) For the year ended December 31, 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 year ended December 31, 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). For the year ended December 31, 2021, pertains to the operating lease components contained within the (i) PENN Master Lease (specific to the land, inclusive of the variable expense associated with Columbus and Toledo); (ii) Pinnacle Master Lease (specific to the land); (iii) Meadows Lease; (iv) Margaritaville Lease; (v) Greektown Lease; and (vi) Tropicana Lease. (5) During the first quarter of 2021, acquisition costs were included within pre-opening and acquisition costs. Beginning with the quarter ended June 30, 2021, acquisition costs are presented as part of other expenses. (6) For the years ended December 31, 2023 and 2022, amounts relate to impairment charges in our Northeast segment of $ 130.6 million and $ 116.4 million, respectively. See Note 9 , “ Goodwill and Other Intangible Assets . ” (7) 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. (8) Relates to the loss incurred on the sale of 100 % of the outstanding shares of Barstool which was completed on August 8, 2023. See Note 6, “Acquisitions and Dispositions.” (9) 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.” (10) 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 12, “Leases.” (11) For the year ended December 31, 2023, primarily relates to unrealized holding losses on our equity securities of $ 6.4 million and non-recurring acquisition and transaction costs of $ 25.0 million, partially offset by dividend income received. See Note 19, “Fair Value Measurements.” For the year ended December 31, 2022, primarily relates to unrealized holding losses on our equity securities of $ 69.9 million and non-recurring acquisition and transaction costs of $ 52.1 million. See Note 19, “Fair Value Measurements.” For the year ended December 31, 2021, primarily relates to realized and unrealized losses on our equity securities of $ 24.9 million, non-recurring acquisition and transaction costs of $ 43.1 million, offset by a gain on our equity method investment of $ 29.9 million. See Note 19, “Fair Value Measurements” and Note 7, “Investments in and Advances to Unconsolidated Affiliates.” The table below presents capital expenditures by segment: For the year ended December 31, (in millions) 2023 2022 2021 Capital expenditures: Northeast segment $ 113.7 $ 110.6 $ 144.8 South segment 93.0 70.7 39.0 West segment 30.3 11.5 8.5 Midwest segment 73.6 35.8 19.8 Interactive segment 33.2 19.7 6.3 Other 16.2 15.1 25.7 Total capital expenditures $ 360.0 $ 263.4 $ 244.1 113 Table of Contents 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 December 31, 2023 Investment in and advances to unconsolidated affiliates $ — $ — $ — $ 80.8 $ — $ 4.1 $ 84.9 Total assets $ 1,827.4 $ 1,244.5 $ 388.6 $ 1,241.1 $ 2,549.9 $ 8,812.7 $ 16,064.2 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 Balance sheet as of December 31, 2021 Investment in and advances to unconsolidated affiliates $ 0.1 $ — $ — $ 83.8 $ 164.4 $ 6.8 $ 255.1 Total assets $ 2,283.6 $ 1,224.6 $ 394.8 $ 1,215.8 $ 2,618.3 $ 9,135.0 $ 16,872.1 (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 19—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 December 31, 2023 and 2022, we held $ 10.7 million and $ 17.1 million, in equity securities of ordinary shares, respectively, which are reported as “Other assets” in our 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. We recognized unrealized holding losses of $ 6.4 million, unrealized holding losses of $ 69.9 million, and realized and unrealized holding losses of $ 24.9 million during the years ended December 31, 2023, 2022, and 2021, respectively, related to these equity securities, which are included in “Other” as reported in “Other income (expenses)” within our Consolidated Statements of Operations. As of December 31, 2023, the fair value of the equity securities was determined using Level 1 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. 114 Table of Contents As of December 31, 2022, 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, foreign currency exchange rates, a discount for lack of marketability (“DLOM”) with respect to the ordinary shares. The DLOM was based on the remaining term of the relevant lock-up periods and the volatility associated with the underlying equity securities. 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 Consolidated Balance Sheets. The terms contain optional and mandatory conversion provisions pursuant to which we will receive common stock upon conversion. As of December 31, 2023, the fair value of the convertible notes were valued at $ 24.2 million, as such we recorded an unrealized gain to “Other comprehensive income (loss)” within our 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 both December 31, 2023 and 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 December 31, 2023 and 2022, the promissory notes and the local government corporation bonds were included in “Other assets” within our 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 December 31, 2023 and 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 11, “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 Consolidated Balance Sheets in “Long-term debt, net of current maturities, debt discount, and debt issuance costs.” See Note 11, “Long-term Debt.” Other Liabilities Other liabilities as of December 31, 2023 include contingent purchase price liabilities related to Plainridge Park Casino and Hitpoint, which was acquired on May 11, 2021. The Hitpoint contingent purchase price liability is payable in installments up to 115 Table of Contents 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 December 31, 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 December 31, 2023, we were contractually obligated to make two 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 Consolidated Balance Sheets in “Accrued expenses and other current liabilities” or “Other long-term liabilities,” depending on the timing of the next payment. Additionally, Other liabilities as of December 31, 2023, include $ 70.0 million tax indemnification described in Note 6, “Acquisitions and Dispositions.” Liabilities associated with the indemnification of $ 35.0 million were recorded in “Accrued expenses and other current liabilities” and $ 35.0 million were recorded in “Other long-term liabilities” within our Consolidated Balance Sheets. The indemnity has been classified as a Level 3 measurement. Key assumptions used to estimate the fair value of the indemnification include the expected tax rate and the probability of potential outcomes based on valuation methods that utilize unobservable inputs that are significant to the overall fair value as of December 31, 2023. The assessment of the significance of a particular input to the fair value measurement requires judgment. The carrying amounts and estimated fair values by input level of the Company’s financial instruments were as follows: December 31, 2023 (in millions) Carrying Amount Fair Value Level 1 Level 2 Level 3 Financial assets: Cash and cash equivalents $ 1,071.8 $ 1,071.8 $ 1,071.8 $ — $ — Equity securities $ 10.7 $ 10.7 $ 10.7 $ — $ — Available-for-sale debt securities $ 24.2 $ 24.2 $ — $ — $ 24.2 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 $ 1,471.7 $ 1,483.5 $ 1,483.5 $ — $ — 5.625 % Notes $ 399.7 $ 388.0 $ 388.0 $ — $ — 4.125 % Notes $ 394.6 $ 340.0 $ 340.0 $ — $ — Convertible Notes $ 326.1 $ 427.6 $ 427.6 $ — $ — Other long-term obligations $ 173.5 $ 172.1 $ — $ 18.0 $ 154.1 Other liabilities $ 79.0 $ 78.9 $ — $ 2.7 $ 76.2 116 Table of Contents 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 $ — 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, 2021 $ 7.3 Additions 75.5 Interest 17.9 Payments ( 1.7 ) Included in earnings (1) 1.9 Balance as of December 31, 2021 100.9 Interest 27.6 Payments ( 2.7 ) Included in loss (1) ( 0.6 ) Balance as of December 31, 2022 125.2 Additions 90.0 Interest 36.1 Payments ( 2.9 ) Included in loss and other comprehensive loss (1)(2) 6.1 Balance as of December 31, 2023 $ 254.5 (1) The expense is included in “ General and administrative ” within our Consolidated Statements of Operations. (2) Includes unrealized gains and losses on debt securities within our Consolidated Statements of Comprehensive Income (Loss). 117 Table of Contents The following table sets forth the assets measured at fair value on a non-recurring basis as of December 31, 2023 and 2022. (in millions) Valuation Date Valuation Technique Level 1 Level 2 Level 3 Total Balance Total Reduction in Fair Value Recorded Goodwill 10/1/2023 Discounted cash flow and market approach $ — $ — $ — $ — $ 30.0 Gaming licenses 10/1/2023 Discounted cash flow $ — $ — $ 130.0 $ 130.0 $ 100.6 Gaming licenses 10/1/2022 Discounted cash flow $ — $ — $ 74.0 $ 74.0 $ 13.6 Goodwill (1) 9/30/2022 Discounted cash flow and market approach $ — $ — $ 30.0 $ 30.0 $ 37.4 Gaming licenses (1) 9/30/2022 Discounted cash flow $ — $ — $ 101.0 $ 101.0 $ 65.4 (1) During the third quarter of 2022, we identified an indicator of impairment on our goodwill and other intangible assets. See Note 9, “Goodwill and Other Intangible Assets” for more information. 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 December 31, 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 6.7 % As discussed in Note 9, “Goodwill and Other Intangible Assets,” we recorded impairment on our goodwill at the Greektown reporting unit and on our gaming licenses associated with Greektown, PNRC, and Ameristar East Chicago, which are indefinite-lived intangible assets, as a result of our 2023 annual assessment for impairment. Additionally, we recorded impairments on our goodwill and gaming licenses associated with Greektown as a result of the third quarter of 2022 interim assessment for impairment. Our annual assessment for impairment as of October 1, 2022 resulted in an additional impairment charge associated with our gaming license at PNRC. The following table presents quantitative information about the significant unobservable inputs used in the fair value measurements of other indefinite-lived intangible assets as of the valuation date below: (in millions) Fair Value Valuation Technique Unobservable Input Range or Amount As of December 31, 2023 Gaming licenses $ 130.0 Discounted cash flow Discount rate 12.5 % - 13.0 % Long-term revenue growth rate 2.0 % As of December 31, 2022 Gaming licenses $ 74.0 Discounted cash flow Discount rate 13.0 % Long-term revenue growth rate 2.0 % As of September 30, 2022 Gaming licenses $ 101.0 Discounted cash flow Discount rate 13.0 % Long-term revenue growth rate 2.0 % Note 20—Related Party Transactions The Company currently leases executive office buildings in Wyomissing, Pennsylvania from affiliates of its chairman emeritus of the Board of Directors. Rent expense was $ 1.1 million, $ 1.1 million, and $ 1.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. One lease was renewed in the prior year and will expire in December 2025. The other long-term lease will expire in August 2026. The remaining lease, which had been previously on a month-to-month basis, was terminated as of December 31, 2021. The future minimum lease commitments relating to these leases as of December 31, 2023 are $ 1.9 million. 118 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.