UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report — February 3, 2011

(Date of earliest event reported)

PENN NATIONAL GAMING, INC.

 (Exact name of registrant as specified in its charter)

(610) 373-2400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 to Form 8-K):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02               Results of Operations and Financial Condition.

On February 3, 2011, Penn National Gaming, Inc. (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2010.  The full text of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01               Financial Statements and Exhibits.

(d)              Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

Replay information provided below

FOR IMMEDIATE RELEASE

PENN NATIONAL GAMING REPORTS FOURTH QUARTER

REVENUE OF $630.2 MILLION AND ADJUSTED EBITDA OF

$132.9 MILLION, INCLUDING $17.4 MILLION OF CHARGES

- Fourth Quarter Net Loss Attributable to Shareholders of $153.1 Million

Reflects $175.7 Million of Non-Cash After-Tax Impairment Charges —

- Establishes 2011 First Quarter and Full Year Guidance -

Wyomissing, Penn., (February 3, 2011) — Penn National Gaming, Inc. (PENN: Nasdaq) today reported fourth quarter operating results for the three and twelve months ended December 31, 2010, as summarized below:

Summary of Fourth Quarter and Full Year Results

(1)          Adjusted EBITDA is income (loss) from operations, excluding the impact of stock compensation, impairment losses, Hollywood Casino Joliet fire, depreciation and amortization, and gain or loss on disposal of assets, and is inclusive of loss from unconsolidated affiliates.  A reconciliation of net income (loss) attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries per accounting principles generally accepted in the United States of America (“GAAP”) to adjusted EBITDA, as well as income (loss) from operations per GAAP to adjusted EBITDA, is included in the accompanying financial schedules.

(2)          The figures in these columns present the guidance Penn National Gaming provided on October 21, 2010 for the three and twelve months ended December 31, 2010.

(3)          Since the Company reported a loss from operations for the three and twelve months ended December 31, 2010 and 2009, it was required by GAAP to use basic weighted-average common shares outstanding, rather than diluted weighted-average common shares outstanding, when calculating diluted loss per common share attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries.

-more-

Reconciliation of Fourth Quarter 2010 Results to Guidance

(1)          The figures in these rows present the guidance Penn National Gaming provided on October 21, 2010 for the three months ended December 31, 2010.

Peter M. Carlino, Chairman and Chief Executive Officer of Penn National Gaming commented, “We are very pleased with fourth quarter casino operating results which compare favorably to the prior year.  Ten of Penn National’s fifteen gaming properties grew net revenue, twelve of fifteen properties generated year-over-year improvements in Adjusted EBITDA and eleven properties successfully increased Adjusted EBITDA margins.

“Overall, Adjusted EBITDA — excluding corporate overhead, unconsolidated affiliates and Perryville — increased 16.8% for the quarter.  Although our unconsolidated nongaming affiliates were a drag on Adjusted EBITDA, the impact was primarily attributable to the $14.4 million impairment charge and lobbying costs incurred in the fourth quarter at Maryland Jockey Club which are not expected to recur.

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“The fourth quarter and full year GAAP net loss reflects fourth quarter pre-tax impairment charges of $193.2 million, as a portion of the goodwill and other intangible assets associated with the Company’s original purchase of the Aurora and Joliet facilities was deemed to be impaired based on the planned 2011 opening of Illinois’ tenth gaming facility and the continued challenging operating environment in the state.

“While we are encouraged by our fourth quarter performance and early indications for an overall improvement in the economy, our current outlook and guidance for 2011 contemplates a continuation of the trends we saw in 2010 until we gain more visibility of a meaningful recovery.

“Reflecting our strong free cash flow from operations, during the quarter we repaid $85 million of the $145 million that was drawn on our revolving credit facility to partially fund the October 2010 acquisition of all of the outstanding debt of The M Resort LLC.  The debt purchase has positioned Penn National to own an upscale locals- and destination-oriented casino resort in the Las Vegas market where we believe our operating discipline and active player database can improve the property’s financial performance.  In early January, we began sending offers to stay at The M to some of our highest value players and while it is still early, the response has been encouraging.  We believe we are close to completing negotiations with the property’s equity holders regarding ownership and future operations and are simultaneously working with Nevada gaming regulators to secure necessary approvals for the transaction.

“In addition to progress made during the fourth quarter with our three casino development projects in Ohio and Kansas, with M Resort in Las Vegas, and with existing operations, Penn National furthered its long-term strategy to diversify and grow its presence in key markets.  We are currently seeking Louisiana’s fifteenth gaming license and in December provided details of our proposal to bring a first class gaming vessel to the Harvey Canal in Jefferson Parish.  The project’s nearly $150 million first phase investment would bring capacity for up to 1,500 slots machines, 44 table games, a parking facility and an upscale buffet and steakhouse, as well as other food and beverage offerings and a multipurpose room.  As part of the proposed $155 million second phase investment, Penn National would add a 250-room hotel, an additional parking garage, a dedicated entertainment showroom and a pedestrian skywalk that would connect these amenities to the riverboat.  Given our well-documented facility development track record and strong and sustained operating results, we are confident that our proposal is highly competitive, has the highest certainty of completion and has the least risk among the three proposals seeking this license.  Accordingly, we are prepared to fund a significant escrow account to demonstrate our unmatched financial liquidity and our genuine commitment to the project, Jefferson Parish and the State of Louisiana.

“Like our other development projects, Hollywood Casino Harvey is expected to bring both immediate and long-term employment and economic benefits to the local community as the project’s first phase alone is expected to create significant construction jobs and several hundred operations positions once the facility opens.  In addition, Hollywood Casino Harvey is projected to

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generate approximately $30 million in annual gaming taxes for the State of Louisiana and $8 million for Jefferson Parish and Penn National has committed to paying the same 6% local tax rate to Jefferson Parish and its towns and cities as the existing riverboat does.  The Jefferson Parish Council recently passed a resolution allowing Parish citizens to vote on whether they support the development of the proposed riverboat gaming facility if Penn National Gaming is awarded the provisional gaming license, which is expected to be granted by the Louisiana Gaming Control Board this spring.

“Late in the fourth quarter, The Maryland Jockey Club reached an agreement with local horsemen to run 146 live racing days at Laurel Park and Pimlico and preserve the Preakness® Stakes, the second leg in thoroughbred racing’s Triple Crown and the cornerstone event at the facility.  Pursuant to the agreement, these tracks, which have recently generated significant losses, are expected to receive financial subsidies from the state and horsemen, saving jobs and significantly reducing future operating losses.  Longer-term, we continue to believe that bringing a video lottery terminal (VLT) operation to Laurel Park would guarantee the preservation of Maryland’s rich racing heritage and the existing jobs and other economic benefits associated with the racing industry. We remain prepared to deploy our extensive racing and gaming industry knowledge and strong financial resources to work wi th political leaders, local horsemen and community members to secure a license to operate VLTs at Laurel Park.  We are ready to do the same in Ohio, where we are monitoring efforts to bring VLTs to the state’s seven racetracks, two of which we own.  Penn National remains highly focused on leveraging its facility development and operating expertise to expand its presence to any jurisdiction considering the expansion of gaming.

“With significant progress building Adjusted EBITDA throughout 2010 — despite the still challenging economic environment — while actively expanding our base of operations and development pipeline, we believe Penn National is well positioned to generate near- and long-term shareholder value and extremely well positioned to benefit from any further improvements in consumer spending.”

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Development and Expansion Projects

The table below summarizes Penn National Gaming’s current facility development projects:

(1)          Net of amounts received from insurance proceeds.

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Financial Guidance

The table below sets forth current guidance targets for financial results for the 2011 first quarter and full year, based on the following assumptions:

·                  Includes six months of operating results related to the anticipated closing of the Asset Purchase Agreement and completion of the M Resort transaction early in the third quarter;

·                  Excludes the impact of the announced fourth quarter opening of the Anne Arundel, Maryland slots facility pending additional clarity of the exact opening date;

·                  A September opening of the tenth gaming facility in Illinois;

·                  A December opening for a competing facility in the Baton Rouge, Louisiana market;

·                  The expiration of the Casino Rama Management agreement and related amortization in July of 2011, although we are in negotiations for an extension;

·                  Includes a full year of results for Beulah Park;

·                  Includes a total of $7.0 million of pre-opening expenses;

·                  Excludes any additional gain from insurance proceeds related to Empress Casino Hotel fire;

·                  Includes our share of the operating results of unconsolidated affiliates for the full year reflecting our equity interest in the Maryland Jockey Club, our New Jersey joint venture, our Kansas joint venture, and nine months of results relating to the pending acquisition of a joint venture interest in Sam Houston Race Park;

·                  Depreciation and amortization charges in 2011 of $242.2 million, with $55.0 million projected to be incurred in the first quarter of 2011;

·                  Estimated non-cash stock compensation expenses of $25.2 million for 2011, with $6.3 million of the cost incurred in the first quarter of 2011;

·                  LIBOR is based on the forward curve;

·                  Blended income tax rate of 45.0% for 2011;

·                  A diluted share count of approximately 108.0 million shares for the full year; and,

·                  There will be no material changes in applicable legislation or regulation, world events, weather, economic conditions, or other circumstances beyond our control that may adversely affect the Company’s results of operations.

(1)          Adjusted EBITDA is income (loss) from operations, excluding the impact of stock compensation, impairment losses, Hollywood Casino Joliet fire, depreciation and amortization, and gain or loss on disposal of assets, and is inclusive of loss from unconsolidated affiliates.

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information — Operations

(in thousands) (unaudited)

(1)          Fourth quarter 2010 results at Bullwhackers included severance and restructuring accruals of $3.0 million.

(2)          Fourth quarter 2010 results include a charge of $14.4 million for our share of an impairment charge at Maryland Jockey Club.

(3)          Table games were added to these two properties in July 2010 which significantly benefited results compared to the prior year.

(4)         Second quarter 2010 results at Hollywood Casino Aurora included a police services contract termination charge of $6.6 million.

(5)          Hollywood Casino Joliet was closed from March 20, 2009 until June 25, 2009 due to a fire.

(6)          Hollywood Casino Perryville opened to the public on September 27, 2010 and results included $3.6 million of pre-opening costs for the twelve months ended December 31, 2010.

(7)          Beulah Park was acquired on July 1, 2010.

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Reconciliation of Adjusted EBITDA to Net loss attributable to the shareholders of Penn National Gaming, Inc. and subsidiaries (GAAP)

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

(in thousands) (unaudited)

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Reconciliation of Income (loss) from operations (GAAP) to Adjusted EBITDA

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead

(in thousands) (unaudited)

Three Months Ended December 31, 2010

Three Months Ended December 31, 2009

(1)               Fourth quarter 2010 results at Bullwhackers included severance and restructuring accruals of $3.0 million.

(2)               Fourth quarter 2010 results include a charge of $14.4 million for our share of an impairment charge at Maryland Jockey Club.

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Reconciliation of Income (loss) from operations (GAAP) to Adjusted EBITDA

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead

(in thousands) (unaudited)

Twelve Months Ended December 31, 2010