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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2017	Feb. 15, 2018	Jun. 30, 2017
Document and Entity Information
Entity Registrant Name	PENN NATIONAL GAMING INC
Entity Central Index Key	0000921738
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 1,810
Entity Common Stock, Shares Outstanding		91,674,552
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 277,953	$ 229,510
Receivables, net of allowance for doubtful accounts of $2,983 and $3,180 at December 31, 2017 and December 31, 2016, respectively	62,805	61,855
Prepaid expenses	43,780	59,707
Other current assets	16,494	48,193
Total current assets	401,032	399,265
Property and equipment, net	2,756,669	2,820,383
Other assets
Investment in and advances to unconsolidated affiliates	148,912	156,176
Goodwill	1,008,097	989,685
Other intangible assets, net	422,606	435,494
Deferred income taxes	390,943
Loans to the Jamul Tribe, net of allowance for loan losses of $64,052 at December 31, 2017 and $0 at December 31, 2016	20,900	91,401
Other assets	85,653	82,080
Total other assets	2,077,111	1,754,836
Total assets	5,234,812	4,974,484
Current liabilities
Current portion of financing obligation to GLPI	56,248	56,595
Current maturities of long-term debt	35,612	85,595
Accounts payable	26,048	35,091
Accrued expenses	125,688	101,906
Accrued interest	13,528	6,345
Accrued salaries and wages	111,252	92,238
Gaming, pari-mutuel, property, and other taxes	69,645	60,384
Insurance financing	2,404	2,636
Other current liabilities	89,584	95,526
Total current liabilities	530,009	536,316
Long-term liabilities
Long-term financing obligation to GLPI, net of current portion	3,482,573	3,457,485
Long-term debt, net of current maturities and debt issuance costs	1,214,625	1,329,939
Deferred income taxes		126,924
Noncurrent tax liabilities	34,099	26,791
Other noncurrent liabilities	46,652	40,349
Total long-term liabilities	4,777,949	4,981,488
Shareholders' deficit
Common stock ($.01 par value, 200,000,000 shares authorized, 93,392,635 and 93,289,701 shares issued, and 91,225,242 and 91,122,308 shares outstanding at December 31, 2017 and 2016, respectively)	933	932
Treasury stock, at cost (2,167,393 shares held at December 31, 2017 and 2016)	(28,414)	(28,414)
Additional paid-in capital	1,007,606	1,014,119
Retained deficit	(1,051,818)	(1,525,281)
Accumulated other comprehensive loss	(1,453)	(4,676)
Total shareholders' deficit	(73,146)	(543,320)
Total liabilities and shareholders' equity (deficit)	5,234,812	4,974,484
Series B Preferred Stock
Shareholders' deficit
Preferred stock
Series C Preferred Stock
Shareholders' deficit
Preferred stock

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Receivables, allowance for doubtful accounts (in dollars)	$ 2,983	$ 3,180
Loans to the Jamul Tribe, allowance for loan losses	$ 64,052	$ 0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	93,392,635	93,289,701
Common stock, shares outstanding	91,225,242	91,122,308
Treasury stock, shares held	2,167,393	2,167,393
Series B Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series C Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	18,500	18,500
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Revenues
Gaming	$ 2,692,021	$ 2,606,262	$ 2,497,497
Food, beverage, hotel and other	601,731	575,434	485,534
Management service and licensing fees	11,654	11,348	10,314
Reimbursable management costs	26,060	15,997
Revenues	3,331,466	3,209,041	2,993,345
Less promotional allowances	(183,496)	(174,661)	(154,987)
Net revenues	3,147,970	3,034,380	2,838,358
Operating expenses
Gaming	1,364,989	1,334,980	1,271,679
Food, beverage, hotel and other	421,848	406,871	349,897
General and administrative	514,776	463,028	449,433
Reimbursable management costs	26,060	15,997
Depreciation and amortization	267,062	271,214	259,461
Impairment losses, provision for loan loss and unfunded loan commitments to the Jamul Tribe	107,810		40,042
Insurance recoveries	(289)	(726)
Total operating expenses	2,702,256	2,491,364	2,370,512
Income from operations	445,714	543,016	467,846
Other income (expenses)
Interest expense	(466,761)	(459,243)	(443,127)
Interest income	3,552	24,186	11,531
Income from unconsolidated affiliates	18,671	14,337	14,488
Loss on early extinguishment of debt	(23,963)
Other	(2,257)	(1,679)	5,872
Total other expenses	(470,758)	(422,399)	(411,236)
(Loss) income from operations before income taxes	(25,044)	120,617	56,610
Income tax (benefit) provision	(498,507)	11,307	55,924
Net income	$ 473,463	$ 109,310	$ 686
Earnings per common share:
Basic earnings per common share (in dollars per share)	$ 5.21	$ 1.21	$ 0.01
Diluted earnings per common share (in dollars per share)	$ 5.07	$ 1.19	$ 0.01
Weighted average basic shares outstanding	90,854	82,929	80,003
Weighted average diluted shares outstanding	93,378	91,407	90,904

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Consolidated Statements of Comprehensive Income (Loss)
Net income (loss)	$ 473,463	$ 109,310	$ 686
Other comprehensive loss, net of tax:
Foreign currency translation adjustment during the period	3,223	(122)	(3,272)
Other comprehensive income (loss)	3,223	(122)	(3,272)
Comprehensive income (loss)	$ 476,686	$ 109,188	$ (2,586)

Consolidated Statements of Changes in Shareholders' Deficit - USD ($) $ in Thousands	Preferred Stock	Common Stock	Treasury Stock	Additional Paid-in Capital	Retained Deficit	Accumulated Other Comprehensive Income (Loss)	Total
Balance at Dec. 31, 2014		$ 813	$ (28,414)	$ 956,146	$ (1,635,277)	$ (1,282)	$ (708,014)
Balance (in shares) at Dec. 31, 2014	8,624	79,161,817
Increase (Decrease) in Shareholders' Deficit
Share-based compensation arrangements, net of tax benefits of $6,896 and $14,826 for the years ended December 31, 2016 and 2015 respectively		$ 17		32,540			32,557
Share-based compensation arrangements (in shares)		1,727,458
Foreign currency translation adjustment						(3,272)	(3,272)
Net income (loss)					686		686
Balance at Dec. 31, 2015		$ 830	(28,414)	988,686	(1,634,591)	(4,554)	(678,043)
Balance (in shares) at Dec. 31, 2015	8,624	80,889,275
Increase (Decrease) in Shareholders' Deficit
Share-based compensation arrangements, net of tax benefits of $6,896 and $14,826 for the years ended December 31, 2016 and 2015 respectively		$ 16		25,519			25,535
Share-based compensation arrangements (in shares)		1,609,033
Foreign currency translation adjustment						(122)	(122)
Conversion of preferred stock		$ 86		(86)
Conversion of preferred stock (in shares)	(8,624)	8,624,000
Net income (loss)					109,310		109,310
Balance at Dec. 31, 2016		$ 932	(28,414)	1,014,119	(1,525,281)	(4,676)	(543,320)
Balance (in shares) at Dec. 31, 2016		91,122,308
Increase (Decrease) in Shareholders' Deficit
Share-based compensation arrangements, net of tax benefits of $6,896 and $14,826 for the years ended December 31, 2016 and 2015 respectively		$ 14		18,270			18,284
Share-based compensation arrangements (in shares)		1,367,083
Foreign currency translation adjustment						3,223	3,223
Share repurchases		$ (13)		(24,783)			(24,796)
Share repurchases (in shares)		(1,264,149)
Net income (loss)					473,463		473,463
Balance at Dec. 31, 2017		$ 933	$ (28,414)	$ 1,007,606	$ (1,051,818)	$ (1,453)	$ (73,146)
Balance (in shares) at Dec. 31, 2017		91,225,242

Consolidated Statements of Changes in Shareholders' Deficit (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Consolidated Statements of Changes in Shareholders' Deficit
Share-based compensation arrangements, tax benefit	$ 6,896	$ 14,826

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Operating activities
Net income	$ 473,463	$ 109,310	$ 686
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	267,062	271,214	259,461
Amortization of items charged to interest expense and interest income	6,960	7,200	6,599
Change in fair value of contingent purchase price	(6,840)	1,277	(5,374)
Loss (gain) on sale of property and equipment and assets held for sale	172	(2,471)	1,286
Income from unconsolidated affiliates	(18,671)	(14,337)	(14,488)
Distributions from unconsolidated affiliates	26,450	26,300	28,150
Deferred income taxes	(517,906)	8,736	57,236
Charge for stock-based compensation	7,780	6,871	8,223
Impairment losses, provision for loan loss and unfunded loan commitments to the Jamul Tribe	107,810		40,042
Write off of debt issuance costs and discounts	5,951
Decrease (increase), net of businesses acquired
Accounts receivable	(9,186)	(5,911)	710
Prepaid expenses and other current assets	(7,239)	(485)	10,345
Other assets	1,662	(4,879)	4,363
(Decrease) increase, net of businesses acquired
Accounts payable	(342)	(7,500)	2,113
Accrued expenses	23,761	1,519	7,243
Accrued interest	7,183	(746)	1,910
Accrued salaries and wages	15,783	(6,721)	8,454
Gaming, pari-mutuel, property and other taxes	8,495	3,379	3,933
Income taxes	20,448	26,008	1,443
Other current and noncurrent liabilities	46,283	(7,045)	(8,527)
Net cash provided by operating activities	459,079	411,719	413,808
Investing activities
Project capital expenditures	(25,033)	(18,740)	(136,548)
Maintenance capital expenditures	(74,228)	(78,505)	(62,692)
Insurance remediation proceeds	577
Loans to the Jamul Tribe	(845)	(184,193)	(105,658)
Funds advanced to Jamul Tribe in connection with their refinancing		(98,000)
Reimbursement of advances with Jamul Tribe		341,864
Land purchased adjacent to Hollywood Casino Jamul-San Diego	(1,500)	(3,065)
Repayment of note from the previous developer of the Jamul project		30,000
Purchase of note from the previous developer of the Jamul project			(24,000)
Receipts applied against nonaccrual loan to the Jamul Tribe	8,226
Proceeds from sale of property and equipment and assets held for sale	1,013	18,210	561
Additional fundings and investment in joint ventures	(500)		(2,555)
Consideration paid for acquisitions of businesses, gaming licenses, and other intangibles, net of cash acquired	(129,318)	(86,859)	(450,113)
Net cash used in investing activities	(221,608)	(79,288)	(781,005)
Financing activities
Proceeds from exercise of options	10,447	11,601	9,399
Repurchase of common stock	(24,796)
Principal payments on financing obligation with GLPI	(57,859)	(50,548)	(46,885)
Proceeds from issuance of long-term debt, net of issuance costs	1,430,796	122,747	562,076
Increase from financing obligation in connection with acquisition	82,600
Principal payments on long-term debt	(1,574,918)	(407,662)	(115,195)
Payments of other long-term obligations	(35,453)	(13,772)	(3,307)
Payments of contingent purchase price	(19,613)	(1,807)
Proceeds from insurance financing	11,948	13,119	4,720
Payments on insurance financing	(12,180)	(13,608)	(15,275)
Net cash (used in) provided by financing activities	(189,028)	(339,930)	395,533
Net increase (decrease) in cash and cash equivalents	48,443	(7,499)	28,336
Cash and cash equivalents at beginning of year	229,510	237,009	208,673
Cash and cash equivalents at end of year	277,953	229,510	237,009
Supplemental disclosure
Interest expense paid, net of amounts capitalized	452,779	452,842	434,175
Income tax (refunds received)/taxes paid	(43,067)	(11,412)	5,116
Non-cash investing and financing activities
Accrued capital expenditures	1,890	6,749	5,890
Accrued advances to Jamul Tribe	$ 2,465	$ 6,962	$ 39,625

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions		1 Months Ended
	Aug. 01, 2016	Jan. 31, 2015
Non-cash transactions
Increase in liabilities		$ 15.3
Increase in property and equipment, net		$ 15.3
Rocket Speed
Non-cash transactions
Increase in acquired assets	$ 34.4
Increase in other current and non-current liabilities	$ 34.4

Business and Basis of Presentation	12 Months Ended
Business and Basis of Presentation	Dec. 31, 2017
Business and Basis of Presentation
Business and Basis of Presentation	Penn National Gaming, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1.Business and Basis of Presentation Penn National Gaming, Inc. (“Penn”) and together with its subsidiaries (collectively, the “Company”, “we”, “our” or “us”) is a geographically diversified, multi-jurisdictional owner and manager of gaming and racing facilities and video gaming terminal operations with a focus on slot machine entertainment. The Company was incorporated in Pennsylvania in 1982 as PNRC Corp. and adopted its current name in 1994, when the Company became a publicly traded company. In 1997, the Company began its transition from a pari-mutuel company to a diversified gaming company with the acquisition of the Charles Town property and the introduction of video lottery terminals in West Virginia. Since 1997, we have continued to expand our gaming operations through strategic acquisitions, greenfield projects, and property expansions. We, along with our joint venture partner, opened Hollywood Casino at Kansas Speedway in February 2012. In Ohio, the Company opened four new gaming properties, including: Hollywood Casino Toledo in May 2012, Hollywood Casino Columbus in October 2012, Hollywood Gaming at Dayton Raceway in August 2014, and Hollywood Gaming at Mahoning Valley Race Course in September 2014. In addition, in November 2012, the Company acquired Harrah’s St Louis, which was subsequently rebranded as Hollywood Casino St Louis. In 2015, the Company opened Plainridge Park Casino, an integrated racing and slots-only gaming facility in Plainville, Massachusetts, in June, completed the acquisition of our first Las Vegas strip asset, Tropicana Hotel and Casino in Las Vegas, Nevada in August, and acquired Illinois Gaming Investors, LLC (d/b/a Prairie State Gaming), one of the largest video gaming terminal route operators in Illinois, in September. In 2016, Prairie State Gaming also acquired two smaller video gaming terminal route operators in Illinois. Finally, the Company implemented its interactive gaming strategy through its subsidiary, Penn Interactive Ventures, which included launching the HollywoodCasino.com Play4Fun social gaming platform with Scientific Games. On August 1, 2016, the Company completed its acquisition of Rocket Speed, a leading developer of social casino games. On May 1, 2017, the Company completed its acquisition of 1st Jackpot Casino Tunica (formerly known as Bally’s Casino Tunica, (“1st Jackpot”)) and Resorts Casino Tunica (“Resorts”). In the first half of 2017, the Company’s subsidiary, Prairie State Gaming acquired the assets of two additional smaller video gaming terminal operators in Illinois. As of December 31, 2017, the Company owned, managed, or had ownership interests in twenty‑nine facilities in the following seventeen jurisdictions: California, Florida, Illinois, Indiana, Kansas, Maine, Massachusetts, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario, Canada. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses for the reporting periods. Actual results could differ from those estimates.

Principles of Consolidation	12 Months Ended
Principles of Consolidation	Dec. 31, 2017
Principles of Consolidation
Principles of Consolidation	2.Principles of Consolidation The consolidated financial statements include the accounts of Penn and its subsidiaries. Investment in and advances to unconsolidated affiliates, that do not meet the consolidation criteria of the authoritative guidance for voting interest, controlling interest or variable interest entities (“VIEs”), are accounted for under the equity method. All intercompany accounts and transactions have been eliminated in consolidation.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

3.Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all cash balances and highly‑liquid investments with original maturities of three months or less 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 only following credit checks and investigations of creditworthiness. Marker balances issued to approved casino customers were $3.7 million at December 31, 2017, compared to $4.4 million at December 31, 2016.

The Company’s receivables of $62.8 million and $61.9 million at December 31, 2017 and 2016, respectively, primarily consist of $6.1 million and $5.0 million, respectively, due from the West Virginia Lottery for gaming revenue settlements and capital reinvestment projects at Hollywood Casino at Charles Town Races, $9.9 million and $11.8 million, respectively, for reimbursement of expenses paid on behalf of Casino Rama and Hollywood Casino Jamul – San Diego, $5.5 million and $4.0 million, respectively, for racing settlements due from simulcasting at Hollywood Casino at Penn National Race Course, $3.4 million and $3.4 million, respectively, for reimbursement of payroll expenses paid on behalf of the Company’s joint venture in Kansas, $13.9 million and $10.8 million, respectively, for cash, credit card and other advances to customers, $3.0 million and $ 3.2 million, respectively, due from platform providers (i.e. Apple, Google, Amazon and Facebook) for social casino game revenues, and markers issued to customers mentioned above.

Accounts are written off when management determines that an account is uncollectible. Recoveries of accounts previously written off are recorded when received. An allowance for doubtful accounts is determined to reduce the Company’s receivables to their carrying value, which approximates fair value. The allowance is estimated based on historical collection experience, specific review of individual customer accounts, and current economic and business conditions. Historically, the Company has not incurred any significant credit‑related losses.

See Note 5 to the consolidated financial statements for a discussion of the credit risk associated with our loan to the Jamul Indian Village Development Corporation (“JIVDC”), including allowances for loan losses that were established in 2017.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Capital expenditures are accounted for as either project capital or maintenance (replacement) capital expenditures. Project capital expenditures are for fixed asset additions that expand an existing facility or create a new facility. 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.

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


Land improvements	15	years
Building and improvements	5 to 31	years
Furniture, fixtures, and equipment	3 to 31	years

All costs funded by Penn considered to be an improvement to the real property assets owned by GLPI under the Master Lease 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 estimated useful lives are determined based on the nature of the assets as well as the Company’s current operating strategy.

The Company reviews the carrying value of its property and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based 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 economic factors. For purposes of recognizing and measuring impairment in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment,” assets are grouped at the individual property level representing the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. In assessing the recoverability of the carrying value of property and equipment, the Company must make assumptions regarding future cash flows and other factors. If these estimates or the related assumptions change in the future, the Company may be required to record an impairment loss for these assets. Such an impairment loss would be recognized as a non‑cash component of operating income.

Goodwill and Other Intangible Assets

At December 31, 2017, the Company had $1,008.1 million in goodwill and $422.6 million in other intangible assets within its consolidated balance sheet, respectively, resulting from the Company’s acquisition of other businesses and payment for gaming licenses.

Goodwill represents the future economic benefits of a business combination measured as the excess purchase price over the fair market value of net assets acquired. Goodwill is tested annually, or more frequently if indicators of impairment exist. An income approach, in which a discounted cash flow model is utilized and a market-based approach utilizing guideline public company (“GPC”) multiples of adjusted EBTIDA from the Company’s peer group is utilized to estimate the fair market value of the Company’s reporting units.

For the quantitative goodwill impairment test, the current fair value of each reporting unit is estimated using the combination of a discounted cash flow model and a GPC multiples approach which is then compared to the carrying value of each reporting unit. The Company adjusts the carrying value of each reporting unit that utilizes property that is subject to the Master Lease by an allocation of a pro-rata portion of the GLPI financing obligation based on the reporting unit’s estimated fair value as a percentage of the aggregate estimated fair value of all reporting units that utilize property that is subject to the Master Lease.

The Company compares the aggregate weighted average fair value to the carrying value of its reporting units. If the carrying value of the reporting unit exceeds the aggregate weighted average 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.

In accordance with ASC 350, “Intangibles‑Goodwill and Other,” the Company considers its gaming licenses and certain other intangible assets as indefinite‑life intangible assets that do not require amortization based on the Company’s future expectations to operate its gaming facilities indefinitely as well as its historical experience in renewing these intangible assets at minimal cost with various state commissions. Rather, these intangible assets are tested annually for impairment, 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‑life intangible assets exceed their fair value, an impairment loss is recognized. The Company completes its testing of its intangible assets prior to assessing the realizability of its goodwill.

The Company assessed the fair value of its indefinite‑life intangible assets (which are primarily gaming licenses) using the Greenfield Method under the income approach. The Greenfield Method estimates the fair value of the gaming license using a discounted cash flow model assuming the Company built a casino with similar utility to that of the existing facility. The method assumes a theoretical start‑up company going into business without any assets other than the intangible asset being valued. As such, the value of the gaming license is a function of the following items:

Projected revenues and operating cash flows (including an allocation of the Company’s projected financing payments to its reporting units consistent with how the GLPI financing obligation is allocated);

Theoretical construction costs and duration;

Pre‑opening expenses; and

Discounting that reflects the level of risk associated with receiving future cash flows attributable to the license.

The evaluation of goodwill and indefinite‑life intangible assets requires the use of estimates about future operating results of each reporting unit to determine the estimated fair value of the reporting unit and the indefinite‑lived intangible assets. The Company must make various assumptions and estimates in performing its impairment testing. The implied fair value includes estimates of future cash flows (including an allocation of the Company’s projected financing obligation to its reporting units) that are based on reasonable and supportable assumptions which represent the Company’s best estimates of the cash flows expected to result from the use of the assets including their eventual disposition. Changes in estimates, increases in the Company’s cost of capital, reductions in transaction multiples, changes in operating and capital expenditure assumptions or application of alternative assumptions and definitions could produce significantly different results. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If the Company’s ongoing estimates of future cash flows are not met, the Company may have to record additional impairment charges in future accounting periods. The Company’s estimates of cash flows are based on the current regulatory and economic climates, recent operating information and budgets of the various properties where it conducts operations. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting the Company’s properties.

Forecasted cash flows (based on the Company’s annual operating plan as determined in the fourth quarter) can be significantly impacted by the local economy in which its reporting units operate. For example, increases in unemployment rates can result in decreased customer visitations and/or lower customer spend per visit. In addition, the impact of new legislation which approves gaming in nearby jurisdictions or further expands gaming in jurisdictions where the Company’s reporting units currently operate can result in opportunities for the Company to expand its operations. However, it also has the impact of increasing competition for the Company’s established properties which generally will have a negative effect on those locations’ profitability once competitors become established as a certain level of cannibalization occurs absent an overall increase in customer visitations. Additionally, increases in gaming taxes approved by state regulatory bodies can negatively impact forecasted cash flows.

Assumptions and estimates about future cash flow levels and multiples by individual reporting units are complex and subjective. They are sensitive to changes in underlying assumptions and can be affected by a variety of factors, including external factors, such as industry, geopolitical and economic trends, and internal factors, such as changes in the Company’s business strategy, which may reallocate capital and resources to different or new opportunities which management believes will enhance its overall value but may be to the detriment of an individual reporting unit.

Once an impairment of goodwill or other indefinite‑life intangible assets has been recorded, it cannot be reversed. Because the Company’s goodwill and indefinite‑life intangible assets are not amortized, there may be volatility in reported income because impairment losses, if any, are likely to occur irregularly and in varying amounts. Intangible assets that have a definite‑life are amortized on a straight‑line basis over their estimated useful lives or related service contract. The Company reviews the carrying value of its intangible assets that have a definite‑life for possible impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the carrying amount of the intangible assets that have a definite‑life exceed their fair value, an impairment loss is recognized.

Financing Obligation with GLPI

The Company’s spin-off of real property assets and corresponding Master Lease Agreement with GLPI on November 1, 2013 did not meet all of the requirements for sale-leaseback accounting treatment under ASC 840 “Leases” and therefore is accounted for as a financing obligation rather than a distribution of assets followed by an operating lease. Specifically, the Master Lease contains provisions that would indicate the Company has prohibited forms of continuing involvement in the leased assets which are not a normal leaseback. As a result, the Company calculated a financing obligation at the inception of the Master Lease based on the future minimum lease payments discounted at the Company’s estimated incremental borrowing rate at lease inception over the lease term of 35 years, which included renewal options that were reasonably assured of being exercised given the high percentage of the Company’s earnings that were derived from the Master Lease properties operations to the Company and the lack of alternative economically feasible leasing options for such real estate. The minimum lease payments are recorded as interest expense and in part as a payment of principal reducing the financing obligation. Contingent rentals are recorded as additional interest expense. The real property assets in the transaction remain on the consolidated balance sheets and continue to be depreciated over their remaining useful lives.

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 on 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. The Company uses 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 on the Company’s consolidated balance sheets.

Contingent Purchase Price

The consideration for the Company’s acquisitions often includes future payments that are contingent upon the occurrence of a particular event. The Company records an obligation for such contingent payments at fair value at the acquisition date.

The Company revalues its contingent consideration obligations each reporting period. Changes in the fair value of the contingent consideration obligation are recognized in the Company’s consolidated statements of operations as a component of general and administrative expense. 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.

Other Comprehensive Income

The Company accounts for comprehensive income in accordance with ASC 220, “Comprehensive Income,” which establishes standards for the reporting and presentation of comprehensive income in the consolidated financial statements. The Company presents comprehensive income in two separate but consecutive statements. For the years ended December 31, 2017, 2016 and 2015, the only component of accumulated other comprehensive income was foreign currency translation adjustments.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under 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 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 income 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.

Revenue Recognition and Promotional Allowances

Gaming revenue consists mainly of slot and video lottery gaming machine revenue as well as to a lesser extent table game and poker revenue. Gaming revenue is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for "ticket-in, ticket-out" coupons in the customers' possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of coins played, are charged to revenue as the amount of the jackpots increases. Table game revenue is the aggregate of table drop adjusted for the change in aggregate table chip inventory. Table drop is the total dollar amount of the currency, coins, chips, tokens and outstanding markers (credit instruments) that are removed from the live gaming tables.

Food, beverage, hotel and other revenue, including racing revenue, is recognized as services are performed. Racing revenue includes the Company’s share of pari-mutuel wagering on live races after payment of amounts returned as winning wagers, its share of wagering from import and export simulcasting, and its share of wagering from its off-track wagering facilities (“OTWs”).

Revenue from our management service contract for Casino Rama and Hollywood Casino Jamul – San Diego are based upon contracted terms and are recognized when services are performed and collection is reasonably assured.

Revenues include reimbursable costs associated with the Company’s management contract with the Jamul Tribe, which represent amounts received or due pursuant to the Company’s management agreement for the reimbursement of expenses, primarily payroll costs, incurred on their behalf. The Company recognizes the reimbursable costs associated with this contract as revenue on a gross basis, with an offsetting amount charged to operating expense as it is the primary obligor for these costs.

Revenues are recognized net of certain sales incentives in accordance with ASC 605-50, “Revenue Recognition—Customer Payments and Incentives.” The Company records certain sales incentives and points earned in point-loyalty programs as a reduction of revenue.

The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as promotional allowances. The estimated cost of providing such promotional allowances is primarily included in food, beverage and other expense.

The amounts included in promotional allowances for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):


Year ended December 31,	2017		2016		2015
Rooms	$	41,213	$	39,352	$	34,708
Food and beverage		133,104		126,438		111,144
Other		9,179		8,871		9,135
Total promotional allowances	$	183,496	$	174,661	$	154,987

The estimated cost of providing such complimentary services for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):


Year ended December 31,	2017		2016		2015
Rooms	$	5,826	$	5,291	$	4,199
Food and beverage		51,460		48,497		44,012
Other		3,437		3,518		3,582
Total cost of complimentary services	$	60,723	$	57,306	$	51,793

Player Loyalty Programs

The Company has a nationwide branded loyalty program, called Marquee Rewards. Marquee Rewards allows customers to earn points that are redeemable for slot play and complementaries. Complimentaries are usually in the form of monetary discounts and other rewards which generally can only be redeemed at our restaurant, hotel, retail and spa facilities. These points expire on a monthly basis after six months of inactivity. Customers earn points for their play across the vast majority of the Company’s casinos and can concurrently redeem them at our casinos.

The Company’s player loyalty liability recorded within accrued expenses on the consolidated balance sheets was $13.0 million and $14.2 million at December 31, 2017 and 2016, respectively. These liabilities are based on expected redemption rates and the estimated costs of the services or merchandise to be provided. These assumptions are periodically evaluated by comparing historical redemption experience and projected trends.

Gaming and Racing Taxes

The Company is subject to gaming and pari‑mutuel taxes based on gross gaming revenue and pari‑mutuel revenue in the jurisdictions in which it operates. 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 and local jurisdictions in the states where or in which wagering occurs. In certain states in which the Company operates, gaming taxes are based on graduated rates. The Company records gaming tax expense at the Company’s estimated effective gaming tax rate for the year, considering estimated taxable gaming revenue and the applicable rates. Such estimates are adjusted each interim period. If gaming tax rates change during the year, such changes are applied prospectively in the determination of gaming tax expense in future interim periods. For the years ended December 31, 2017, 2016 and 2015, these expenses, which are recorded primarily within gaming expense in the consolidated statements of operations, were $983.3 million, $962.7 million, and $921.6 million, respectively.

Payments related to the Master Lease

As of December 31, 2017, the Company leases the real estate associated with twenty of the Company’s gaming and related facilities used in the Company’s operations under a Master Lease arrangement.

The Master Lease is commonly known as a triple-net lease. Accordingly, in addition to the required payments to GLPI, the Company is required to pay the following, among other things: (1) all facility maintenance; (2) all insurance required in connection with the leased properties and the business conducted on the leased properties; (3) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (4) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. At the Company’s option, the Master Lease may be extended for up to four five‑year renewal terms beyond the initial fifteen‑year term, on the same terms and conditions.

The payment structure under the Master Lease, which became effective November 1, 2013, includes a fixed component, a portion of which is subject to an annual escalator of up to 2% if certain coverage ratio thresholds are met, and a component that is based on the performance of the facilities, which is prospectively adjusted, subject to a floor of zero (i) every five years by an amount equal to 4% of the average change to net revenues of all facilities under the Master Lease (other than Hollywood Casino Columbus and Hollywood Casino Toledo) during the preceding five years, and (ii) monthly by an amount equal to 20% of the change in net revenues of Hollywood Casino Columbus and Hollywood Casino Toledo during the preceding month.

On May 1, 2017, following the acquisition of RIH Acquisitions MS I, LLC and RIH Acquisitions MS II, LLC, the holding companies for the gaming operations of 1st Jackpot and Resorts in Tunica, Mississippi, an amendment to the Master Lease was entered into in order to add the two additional facilities. The Company is operating both of these casino properties and it leases the underlying real estate associated with these two businesses from GLPI with a total initial annual payment of $9.0 million subject to the provisions included in the terms of the Master Lease. The transaction increased the Company’s Master Lease financing obligation by $82.6 million at the acquisition date, which represents the purchase price GLPI paid for the underlying real estate assets.

Based on the performance of the facilities under the Master Lease, the Company has incurred escalators which resulted in an increase to the Company’s annual payment of $2.4 million, $4.5 million and $5.0 million starting on November 1, 2017, 2016 and 2015, respectively. Total payments made to GLPI under the Master Lease were $455.4 million, $442.3 million and $437.0 million for the years ended December 31, 2017, 2016 and 2015, respectively.

Earnings Per Share

The Company calculates earnings per share (“EPS”) in accordance with ASC 260, “Earnings Per Share” (“ASC 260”). Basic EPS is computed by dividing net income applicable to common stock by the weighted‑average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially‑dilutive securities such as stock options and unvested restricted shares.

During 2016, the Company’s 8,624 outstanding shares of Series C Preferred Stock were sold by the holders of these securities, and therefore automatically converted to 8,624,000 shares of common stock under previously agreed upon terms. As a result there are no longer any outstanding shares of Series C Preferred Stock as of December 31, 2017 and 2016. The Company determined that the preferred stock qualified as a participating security as defined in ASC 260 since these securities participate in dividends with the Company’s common stock. In accordance with ASC 260, a company is required to use the two‑class method when computing EPS when a company has a security that qualifies as a “participating security.” The two‑class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. A participating security is included in the computation of basic EPS using the two‑class method. Under the two‑class method, basic EPS for the Company’s common stock is computed by dividing net income applicable to common stock by the weighted‑average common shares outstanding during the period. Diluted EPS for the Company’s common stock is computed using the more dilutive of the two‑class method or the if-converted method.

The following table sets forth the allocation of net income for the years ended December 31, 2017, 2016 and 2015 under the two class method:


Year ended December 31,	2017		2016		2015
	(in thousands)
Net income	$	473,463	$	109,310	$	686
Net income applicable to preferred stock		—		8,662		67
Net income applicable to common stock	$	473,463	$	100,648	$	619

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, 2017, 2016 and 2015:


Year ended December 31,	2017	2016	2015
	(in thousands)
Determination of shares:
Weighted-average common shares outstanding	90,854	82,929	80,003
Assumed conversion of dilutive employee stock-based awards	2,431	1,299	2,217
Assumed conversion of restricted stock	93	42	60
Diluted weighted-average common share outstanding before participating security	93,378	84,270	82,280
Assumed conversion of preferred stock	—	7,137	8,624
Diluted weighted-average common shares outstanding	93,378	91,407	90,904

Options to purchase 51,803 shares, 3,036,819 shares and 1,635,929 shares were outstanding during the years ended December 31, 2017, 2016 and 2015, respectively, but were not included in the computation of diluted EPS because they were antidilutive.

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the years ended December 31, 2017, 2016 and 2015 (in thousands, except per share data):


Year ended December 31,	2017		2016		2015
Calculation of basic EPS:
Net income applicable to common stock	$	473,463	$	100,648	$	619
Weighted-average common shares outstanding		90,854		82,929		80,003
Basic EPS	$	5.21	$	1.21	$	0.01
Calculation of diluted EPS using two class method:
Net income applicable to common stock	$	473,463	$	100,648	$	619
Diluted weighted-average common shares outstanding before participating security		93,378		84,270		82,280
Diluted EPS	$	5.07	$	1.19	$	0.01

Stock‑Based Compensation

The Company accounts for stock compensation under ASC 718, “Compensation‑Stock Compensation,” which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant‑date fair value of the award. This expense is recognized ratably over the requisite service period following the date of grant.

The fair value for stock options was estimated at the date of grant using the Black‑Scholes option‑pricing model, which requires management to make certain assumptions. The risk‑free interest rate was based on the U.S. Treasury spot rate with a term equal to the expected life assumed at the date of grant. Expected volatility was estimated based on the historical volatility of the Company’s stock price over a period of 5.30 years, in order to match the expected life of the options at the grant date. Historically, at the grant date, there has been no expected dividend yield assumption since the Company has not paid any cash dividends on its common stock since its initial public offering in May 1994 and since the Company intends to retain all of its earnings to finance the development of its business for the foreseeable future. The weighted‑average expected life was based on the contractual term of the stock option and expected employee exercise dates, which was based on the historical and expected exercise behavior of the Company’s employees.

The following are the weighted‑average assumptions used in the Black‑Scholes option‑pricing model for the years ended December 31, 2017, 2016 and 2015:


Year ended December 31,	2017		2016		2015
Risk-free interest rate	1.97	%	1.20	%	1.54	%
Expected volatility	30.66	%	31.23	%	36.68	%
Dividend yield	—		—		—
Weighted-average expected life (years)	5.30		5.40		5.45

Segment Information

The Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), as that term is defined in ASC 280, measures and assesses the Company’s business performance based on regional operations of various properties grouped together based primarily on their geographic locations.

The Northeast reportable segment consists of the following properties: Hollywood Casino at Charles Town Races, Hollywood Casino Bangor, Hollywood Casino at Penn National Race Course, Hollywood Casino Toledo, Hollywood Casino Columbus, Hollywood Gaming at Dayton Raceway, Hollywood Gaming at Mahoning Valley Race Course, Plainridge Park Casino and the Company’s Casino Rama management service contract.

The South/West reportable segment consists of the following properties: Zia Park Casino, Hollywood Casino Tunica, Hollywood Casino Gulf Coast, Boomtown Biloxi, M Resort, Tropicana Las Vegas, 1st Jackpot and Resorts as well as our management contract with Hollywood Casino Jamul-San Diego.

The Midwest reportable segment consists of the following properties: Hollywood Casino Aurora, Hollywood Casino Joliet, Argosy Casino Alton, Argosy Casino Riverside, Hollywood Casino Lawrenceburg, Hollywood Casino St. Louis, and Prairie State Gaming, and includes the Company’s 50% investment in Kansas Entertainment, LLC (“Kansas Entertainment”), which owns the Hollywood Casino at Kansas Speedway.

The Other category consists of the Company’s standalone racing operations, namely Rosecroft Raceway, which was sold on July 31, 2016, Sanford-Orlando Kennel Club, and the Company’s joint venture interests in Sam Houston Race Park, Valley Race Park, and Freehold Raceway. If the Company is successful in obtaining gaming operations at these locations, they would be assigned to one of the Company’s regional executives and reported in their respective reportable segment. The Other category also includes the Company’s corporate overhead operations, which does not meet the definition of an operating segment under ASC 280. Additionally, the Other category includes Penn Interactive Ventures, the Company’s wholly-owned subsidiary that represents its social online gaming initiatives, including Rocket Speed. Penn Interactive Ventures meets the definition of an operating segment under ASC 280, but is quantitatively not significant to the Company’s operations as it represents less than 2% of net revenues and 5% of income from operations for the year ended December 31, 2017, and its total assets represent less than 2% of the Company’s total assets at December 31, 2017.

In addition to GAAP financial measures, management uses adjusted EBITDA as an important measure of the operating performance of its segments, including the evaluation of operating personnel and believes it is especially relevant in evaluating large, long lived casino projects because they provide a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. Adjusted EBITDA is a Non-GAAP financial measure which the Company defines as earnings before interest, taxes, stock compensation, debt extinguishment and financing charges, impairment charges, insurance recoveries and deductible charges, depreciation and amortization, changes in the estimated fair value of our contingent purchase price obligations, gain or loss on disposal of assets, and other income or expenses. Adjusted EBITDA is also inclusive of income or loss from unconsolidated affiliates, with the Company’s share of non-operating items (such as depreciation and amortization) added back for its joint venture in Kansas Entertainment. Adjusted EBITDA excludes payments associated with our Master Lease agreement with GLPI as the transaction is accounted for as a financing obligation. Adjusted EBITDA should not be construed as an alternative to income from operations, as an indicator of the Company’s operating performance, as an alternative to cash flows from operating activities, as a measure of liquidity, or as any other measure of performance determined in accordance with GAAP. The Company has significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in adjusted EBITDA.

See Note 15 to the consolidated financial statements for further information with respect to the Company’s segments.

Statements of Cash Flows

The Company has presented the consolidated statements of cash flows using the indirect method, which involves the reconciliation of net income to net cash flow from operating activities.

Acquisitions

The Company accounts for its acquisitions in accordance with ASC 805, “Business Combinations.” The results of operations of acquisitions are included in the consolidated financial statements from their respective dates of acquisition.

Variable Interest Entities

In accordance with the authoritative guidance of ASC 810, “Consolidation” (“ASC 810”), the Company consolidates a VIE if the Company is the primary beneficiary, defined as the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE. A variable interest is a contractual, ownership or other interest that changes with changes in the fair value of the VIE’s net assets exclusive of variable interests. To determine whether a variable interest the Company holds could potentially be significant to the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of its involvement with the VIE. The Company assesses whether it is the primary beneficiary of a VIE or the holder of a significant variable interest in a VIE on an on-going basis for each such interest.

Certain Risks and Uncertainties

The Company faces intense gaming competition in most of the markets where its properties operate. Certain states are currently considering or implementing legislation to legalize or expand gaming. Such legislation presents potential opportunities for the Company to establish new properties; however, this also presents potential competitive threats to the Company’s existing properties. For example, the Company’s facility in Charles Town, West Virginia which generates approximately 10% or more of our net revenues has faced new sources of significant competition. Namely, Hollywood Casino at Charles Town Races has faced increased competition from the Baltimore, Maryland market, which includes Maryland Live!, Horseshoe Casino Baltimore and MGM National Harbor. Additionally, recent gaming expansion in Pennsylvania has authorized up to 10 additional gaming licenses for category 4 facilities which can have between 300 and 750 slot machines and up to 40 table games. We have secured one of these licenses that will be placed in York County. However, this location is anticipated to increase competition for our Hollywood Casino at Penn National Racecourse. Additionally, licenses have been awarded to competitors whose placement of a new facility is anticipated to compete with our Hollywood Gaming at Mahoning Valley Race Course.

The Company’s operations are dependent on its continued licensing by state gaming commissions. The loss of a license, in any jurisdiction in which the Company operates, could have a material adverse effect on future results of operations.

The Company is dependent on each gaming property’s local market for a significant number of its patrons and revenues. If economic conditions in these areas deteriorate or additional gaming licenses are awarded in these markets, the Company’s results of operations could be adversely affected.

The Company is dependent on the economy of the U.S. in general, and any deterioration in the national economic, energy, credit and capital markets could have a material adverse effect on future results of operations.

The Company is dependent upon a stable gaming and admission tax structure in the locations that it operates in. Any change in the tax structure could have a material adverse affect on future results of operations.

New Accounting Pronouncements

12 Months Ended

Dec. 31, 2017

New Accounting Pronouncements

New Accounting Pronouncements

4.New Accounting Pronouncements

Accounting Pronouncements Implemented in 2017

In January 2017, the FASB issued ASU No. 2017-04 “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This new guidance removed step two of the goodwill impairment test and specifies that an entity will recognize an impairment loss for the amount by which a reporting unit’s carrying amount exceeds its fair value. The Company has elected to early adopt this change in accounting principle effective July 1, 2017. The new standard has been applied to interim period goodwill impairment tests completed as of September 30, 2017 as well as to the Company’s annual impairment test at October 1, 2017. See Note 8 “Goodwill Impairment” for the disclosure of our impairment analysis.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The Company adopted this change in accounting principle effective January 1, 2017. As a result of adopting the change to accounting for income taxes, for the year ended December 31, 2017, the Company recognized an income tax benefit of $6.3 million related to excess tax deductions that would have previously been recognized as additional paid in capital within Total Shareholders’ equity (deficit). The Company did not record a cumulative effect adjustment to retained earnings due to having a full valuation allowance against all deferred tax assets at January 1, 2017. Deferred tax assets and the valuation allowance increased by $15.4 million at January 1, 2017 for the tax effect previously unrecognized for excess tax deductions. The Company has elected to present the change in classification of excess /(deficient) tax deductions from a financing activity to an operating activity within its consolidated statement of cash flows on a retrospective basis. The impact to the comparative period ended December 31, 2016 and 2015 was an increase to net cash provided by operating activities of $6.9 million and $14.8 million, respectively, and a decrease in net cash provided by (used in) financing activities of $6.9 million and $14.8 million, respectively. The Company has also made an accounting policy election to account for forfeitures when they occur which had no cumulative effect to retained earnings. Finally, effective January 1, 2017, the Company adopted the change related to diluted EPS on a prospective basis such that the net benefit/ (deficiency) attributable to taxes is no longer included in the computation of assumed proceeds.

New Accounting Pronouncements to be Implemented in the fiscal year 2018

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The core principle of Topic 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 . Additional ASUs have been issued that are part of the overall new revenue guidance including: (i) ASU No. 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”, (ii) ASU No. 2016-10, “Identifying Performance Obligations and Licensing”, (iii) ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts” and, (iv) ASU No. 2016-12, “Narrow Scope Improvements and Practical Expedients”, which clarified guidance on certain items such as reporting revenue as a principal or agent, identifying performance obligations, accounting for fixed odds wagering contracts associated with the Company’s racing operations, accounting for intellectual property licenses and accessing collectability and presentation of sales tax. Management has completed its assessment of the impact of the new standard on the Company’s consolidated financial statements and has elected to adopt Topic 606 using the modified retrospective method on January 1, 2018. As a result of the adoption, the following areas that are expected to result in significant changes to the Company’s accounting are:

(1)

The new standard will change the accounting for loyalty points which are earned by our customers. The Company’s loyalty reward programs allow members to utilize their rewards membership card to earn loyalty points that are redeemable for slot play and complimentaries such as food and beverages at our restaurants and products offered at our retail stores across the vast majority of the Company’s casino properties. The estimated liability for unredeemed points is currently accrued based on expected redemption rates and the estimated costs of the services or merchandise to be provided. Under the new standard, the Company will use a deferred revenue model and defer revenue at the estimated fair value when the loyalty points are earned by our customers and recognize revenue when the loyalty points are deemed. The deferred revenue liability is based on the estimated standalone selling price of the loyalty points earned after factoring in the likelihood of redemption. The modification will result in a cumulative-effect adjustment to opening retained earnings, with an insignificant change to revenue on a go-forward basis. At the January 1, 2018 adoption date, we expect to record a reduction to the opening balance of retained earnings of approximately $11.4 million on a pre-tax basis, and an increase to accrued expenses.

(2)

The new standard will change the accounting for promotional allowances. The Company will no longer be permitted to report revenue for goods and services provided to customers for free as an inducement to gamble as gross revenue with a corresponding reduction in promotional allowances to arrive at net revenues. Under the new standard, amounts will be recorded as a reduction to gaming revenues, and promotional allowances will no longer be netted on our consolidated statements of operations.

Additionally, the Company has identified and implemented changes to its accounting policies and practices, business processes, and controls to support the new revenue recognition standard. The Company is continuing its assessment of potential changes to our disclosures under the new guidance internally and through following the AICPA Revenue Recognition Task for Gaming Entities.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Clarification of Certain Cash Receipts and Cash Payments.” The amendments are intended to address diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following specific cash flow issues: (a) debt prepayment or debt extinguishment costs; (b) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (c) contingent consideration payments made after a business combination; (d) proceeds from the settlement of insurance claims; (e) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (f) distributions received from equity method investees; (g) beneficial interest in securitization transactions; and (h) separately identifiable cash flows and application of the predominance principle. The new guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The Company plans to adopt this new guidance on January 1, 2018 on a retrospective basis. The Company does not expect the adoption to have a material impact on our consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The new guidance requires that entities recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset is sold to an outside party. The new guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The new guidance requires adoption on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company does not expect the adoption to have a material impact on our consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 and will be adopted on a prospective basis.

In May 2017, the FASB issued ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”, which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires the application of modification accounting if the value, vesting conditions or classification of the award changes. The new guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017 and will be adopted on a prospective basis.

New Accounting Pronouncements to be Implemented in fiscal year 2019

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which will require, among other items, lessees to recognize a right-of-use asset and a lease liability for most leases. Extensive quantitative and qualitative disclosures, including significant judgments made by management, will be required to provide greater insight into the extent of expenses recognized and expected to be recognized from existing contracts. The accounting applied by a lessor is largely unchanged from that applied under the current standard. The standard must be adopted using a modified retrospective transition approach and provides for certain practical expedients. In January 2018, the FASB issued ASU No. 2018-1, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842,” that provides an optional transitional practical expedient regarding land easements. The new guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. Management has not yet completed its assessment of the impact of the new standard on the Company’s consolidated financial statements, however, the Company has numerous operating leases which, under the new standard, will need to be reported as an asset and a liability on our consolidated balance sheet. The precise amount of this asset and liability will be determined based on the leases that exist at the Company on the date of adoption. The adoption of this standard is expected to have a material impact on our consolidated financial statements as the Company has significant operating lease commitments that are off-balance sheet in accordance with current U.S. GAAP.

- Definition

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6507316

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Direct Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=66092750

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=64853466&loc=d3e22583-107794

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Indirect Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6515603

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=64853466&loc=d3e22580-107794

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-Topic 270
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.10-01.(b)(6))
-URI http://asc.fasb.org/extlink&oid=27015980&loc=d3e46468-122699

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Accounting Change
-URI http://asc.fasb.org/extlink&oid=6503790

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=64853466&loc=d3e22499-107794

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Retrospective Application
-URI http://asc.fasb.org/extlink&oid=6523989

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
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-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=68064558&loc=d3e725-108305

+ Details

Acquisitions and Other Recent Business Ventures

12 Months Ended

Dec. 31, 2017

Acquisitions and Other Recent Business Ventures

Acquisitions and Other Recent Business Ventures

5.Acquisitions and Other Recent Business Ventures

Anticipated Acquisition of Pinnacle

On December 18, 2017, Penn announced that it had entered into a definitive agreement under which it will acquire Pinnacle in a cash and stock transaction valued at approximately $2.8 billion. Under the terms of the agreement, Pinnacle shareholders will receive $20.00 in cash and 0.42 shares of Penn common stock for each Pinnacle share.

Coincident with the closing of the merger, we plan to divest the membership interests of certain Pinnacle subsidiaries which operate the casinos known as Ameristar Casino Resort Spa St. Charles (Missouri), Ameristar Casino Hotel Kansas City (Missouri), Belterra Casino Resort (Indiana), and Belterra Park (Ohio) to Boyd Gaming Corp (“Boyd”) for approximately $575 million in cash. These divestitures are anticipated to occur immediately prior to, and are conditioned upon, the completion of the Pinnacle acquisition. Additionally, at the closing of the merger, (i) GLPI will acquire the real estate associated with the Plainridge Park Casino for $250 million, and concurrently it will be leased back to Penn pursuant to the amended Pinnacle master lease for a fixed annual rent of $25 million and (ii) GLPI will acquire the real estate assets of Belterra Park from Penn for approximately $65 million, which subsequently will be included in an amended master lease between GLPI and Boyd. The amended Pinnacle Master Lease will be adjusted for incremental rent of $13.9 million to adjust to market conditions. The acquisition is expected to close in the second half of 2018.

1st Jackpot and Resorts

On May 1, 2017, the Company acquired RIH Acquisitions MS I, LLC and RIH Acquisitions MS II, LLC, the holding companies for the gaming operations of 1st Jackpot and Resorts, in Tunica, Mississippi, for total cash consideration of $47.0 million. The Company is operating both of these casino properties and it leases the underlying real estate associated with these two businesses from GLPI with a total initial annual payment of $9.0 million subject to the provisions included in the terms of the Master Lease. The underlying real estate leased from GLPI has been accounted for as a financing obligation, which is included in the total consideration for the transaction and increased the Company’s Master Lease financing obligation by $82.6 million at the acquisition date, which represents the purchase price GLPI paid for the underlying real estate assets.

The preliminary purchase price allocation has resulted in $35.9 million of goodwill which is deductible for tax purposes. Property and equipment under the Master Lease is comprised of buildings and improvements and land rights that are amortized on a straight-line basis over thirty-one years. This time period represents the remaining life of the Master Lease with GLPI, including renewal options that are reasonably assured of being exercised. Additionally, prior to the acquisition date, the Company incurred transaction costs $1.0 million, which were reported in general and administrative expenses for the year ended December 31, 2017. This acquisition was not material to the Company’s consolidated financial statements.


		May 1, 2017

Cash		$ 6,725
Other current assets		2,735
Property and equipment - non-master lease		8,368
Property and equipment - master lease		82,603
Goodwill		35,929
Other intangible assets		851
Total Assets		$ 137,211

Current portion of financing obligation		$ 1,968
Accrued expenses		2,931
Accrued salaries and wages		3,256
Other current liabilities		1,448
Long-term financing obligation		80,635
Total liabilities		$ 90,238
Cash paid		46,973
Total consideration transferred		$ 137,211

DSG Amusements and Advantage Gaming

On February 1, 2017 and June 1, 2017, the Company acquired 100% of the assets of DSG Amusements, Ltd. (‘DSG”), and Advantage Gaming, LLC (“Advantage”) for $1.9 million and $2.1 million, respectively, in all cash transactions. The transactions were funded by revolving commitments under the Company’s amended senior secured credit facility. The results of DSG and Advantage have been included in the Company’s consolidated financial statements since the acquisition dates. The Company’s preliminary purchase price allocations included $0.7 million in goodwill and $3.7 million in other intangible assets related to acquired customer contracts, as a result of these transactions. The goodwill recognized for these two transactions is deductible for tax purposes. The acquisitions of DSG and Advantage did not materially impact the 2017 consolidated results of operations.

Rocket Speed, Inc.

On August 1, 2016, the Company acquired 100% of the outstanding equity securities of social casino game developer, Rocket Speed, Inc. (f/k/a Rocket Games, Inc., (“Rocket Speed”)), for initial cash consideration of $60.5 million subject to customary working capital adjustments. The Stock Purchase Agreement included contingent consideration payments over the next two years that were based on a multiple of 6.25 times Rocket Games’ then-trailing twelve months of earnings before interest, taxes, depreciation and amortization, subject to a cap of $110 million. Up to $10 million of the contingent consideration was accounted for as compensation as it was tied to continued employment over a two year period. The acquisition was funded by Penn with cash on hand and revolving commitments under the Company’s senior secured credit facility. The fair value of the contingent purchase price was estimated to be $34.4 million at the acquisition date based on an income approach by applying an option pricing method to the Company’s internal earning projections using a Monte Carlo simulation. This acquisition complemented Penn’s interactive gaming strategy through its wholly-owned subsidiary Penn Interactive Ventures which is included in the Other category. The purchase price allocation is detailed in the table below (in thousands). Current assets includes $4.1 million of cash acquired.

During the third quarter of 2017, Penn Interactive Ventures reached an agreement with the former shareholders of Rocket Speed to buy out the two year contingent purchase price consideration which resulted in a benefit to general and administrative expense in the amount of $22.2 million.


		August 1, 2016

Current assets		$ 7,738
Fixed assets		235
Goodwill		67,164
Other intangible assets		35,383
Other assets		73
Total assets		$ 110,593

Current liabilities		$ 5,350
Deferred taxes		10,268
Other liabilities		100
Total liabilities		15,718
Cash paid		60,489
Contingent purchase price		34,386
Total consideration transferred		$ 110,593

Developed technology intangible		$ 17,969
User base intangible		11,563
Non-compete agreements intangible		5,851
Other intangible assets		$ 35,383

The developed technology intangible represents the intellectual property embodied by the developed, completed gaming apps of Rocket Speed as of the acquisition date. The Company used a multiple period excess earnings model under the income approach to estimate the fair value for this intangible asset and are amortizing the asset over four years on an accelerated basis. The user base intangible asset represents the estimated value of the acquired customer database. The Company used a replacement cost method to estimate the fair value for this intangible asset and are amortizing it on an accelerated basis over two years. Non-compete agreements limit specific employees from competing in related businesses. The Company used a with-and-without method under the income approach to estimate the fair value for this intangible asset and will amortize it over four years consistent with the length of the agreements.

The acquisition of Rocket Speed resulted in an increase the Company’s reported net revenues of $17.3 million for the year ended December 31, 2016. Additionally, prior to the acquisition date, the Company incurred transactions costs of $1.0 million, which were reported in general and administrative expenses for the year ended December 31, 2016.

Slot Kings and Bell Gaming

On October 3, 2016 and November 1, 2016, the Company acquired 100% of the assets of Slot Kings, LLC and Bell Gaming, LLC for $17.1 million and $10.8 million, respectively, in all cash transactions. The transactions were funded by revolving commitments under the Company’s existing senior secured credit facility. The results of Slot Kings and Bell Gaming have been included in the Company’s consolidated financial statements since the acquisition dates. The Company’s purchase price allocations included $10.5 million in goodwill and $16.6 million in other intangible assets related to acquired customer contracts, as a result of these transactions. The goodwill recognized for these two transactions is deductible for tax purposes. The acquisitions of Slot Kings and Bell Gaming did not materially impact the 2016 consolidated results of operations.

Tropicana Las Vegas

On August 25, 2015, the Company acquired 100% of Tropicana Las Vegas Hotel and Casino in Las Vegas, Nevada from Trilliant Gaming Nevada, Inc. for the purchase price of $357.7 million. The purchase price for this cash transaction was funded by revolving commitments under the Company’s existing senior secured credit facility and approximately $280 million of incremental commitments under an amended senior secured credit facility. The results of the Tropicana Las Vegas facility have been included in the Company’s consolidated financial statements since the acquisition date. The purchase price allocation is detailed in the table below (in thousands). Current assets includes $8.0 million of cash acquired.

Tropicana Las Vegas, located on the strip in Las Vegas, Nevada, is situated on a 35-acre land parcel at the corner of Tropicana Boulevard and Las Vegas Boulevard. The resort features 1,183,984 of property square footage with 775 slot machines and 36 table games. Tropicana Las Vegas offers 1,470 guest rooms, a sports book, three full services restaurants, a food court, a 1,200-seat performance theater, a 300-seat comedy club, over 100,000 square feet of exhibition and meeting space, and a five-acre tropical beach event area and spa. The Company believes this acquisition fulfilled our strategic objective of obtaining a presence on the Las Vegas Strip.


		August 25, 2015

Current assets		$ 15,966
Property and equipment, net		365,492
Goodwill		14,821
Other assets		4,553
Total assets		$ 400,832


Current liabilities		$ 25,755
Other liabilities		17,417
Total liabilities		43,172
Cash paid / total consideration transferred		357,660

Prairie State Gaming

On September 1, 2015, the Company acquired 100% of Prairie State Gaming from The Robert H. Miller Trust and Illinois Funding, LLC in an all cash transaction. The transaction was funded by revolving commitments under the Company’s existing senior secured credit facility. The results of Prairie State Gaming have been included in the Company’s consolidated financial statements since the acquisition date. The Company recorded $22.9 million and $15.7 million in goodwill and other intangible assets, respectively, from this transaction.

Prairie State Gaming is one of the largest slot-route operators in Illinois with operations that included, at the time of acquisition, more than 1,100 video gaming terminals across a network of 270 bar and retail gaming establishments throughout Illinois. The Company intends to leverage its gaming experience, relationships, and purchasing power to improve Prairie State Gaming’s performance and expand its network.

The unaudited pro forma financial information for the periods set forth below gives effect to the 2015 acquisitions described above as if they had occurred as of January 1, 2015. This incorporates the impacts on depreciation and amortization expense resulting from the Company’s purchase accounting adjustments to the acquired assets and liabilities. The pro forma results for the 2017 and 2016 acquisitions are not materially different than reported results. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time (in thousands):

Pro Forma Financial Information (Unaudited)


Year ended December 31,	2015
Net Revenues	$	3,154,848
Income from continuing operations		540,992

The acquisitions of Tropicana Las Vegas and Prairie State Gaming resulted in an increase to the Company’s reported net revenues of $57.3 million and a decrease of $3.0 million to income from continuing operations for the year ended December 31, 2015. Additionally, prior to the acquisition dates, the Company incurred transaction costs of $1.9 million, which were reported in general and administrative expenses for the year ended December 31, 2015.

Jamul Indian Village

On April 5, 2013, the Company announced that, subject to final National Indian Gaming Commission approval, it and the Jamul Tribe had entered into definitive agreements to assist the Jamul Tribe in the development of a Hollywood Casino‑branded casino on the Jamul Tribe’s trust land in San Diego County, California. The definitive agreements were entered into to: (i) secure the development, management, and branding services of the Company to assist the Jamul Tribe during the pre‑development and entitlement phase of the project; (ii) set forth the terms and conditions under which the Company will provide a loan or loans to the JIVDC to fund certain development costs; and (iii) create an exclusive arrangement between the parties.

The Jamul Tribe is a federally recognized Indian Tribe holding a government-to-government relationship with the U.S. through the U.S. Department of the Interior’s Bureau of Indian Affairs and possessing certain inherent powers of self-government. The Jamul Tribe is the beneficial owner of approximately six acres of reservation land located within the exterior boundaries of the State of California held by the U.S. in trust for the Jamul Tribe (the “Property”). The Jamul Tribe exercises jurisdiction over the Property pursuant to its powers of self-government and consistent with the resolutions and ordinances of the Jamul Tribe. The arrangement between the Jamul Tribe and the Company provides the Jamul Tribe with the expertise, knowledge and capacity of a proven developer and operator of gaming facilities and provides the Company with the exclusive right to administer and oversee planning, designing, development, construction management, and coordination during the development and construction of the project as well as the management of a gaming facility on the Property.

The Company considered whether the arrangement with the Jamul Tribe represents a variable interest that should be accounted for pursuant to the VIE subsections of ASC 810. The Company noted that the scope and scope exceptions of ASC 810-10-15-12(e) states that a reporting entity shall not consolidate a government organization or financing entity established by a government organization (other than certain financing entities established to circumvent the provisions of the VIE subsections of ASC 810). Based on the status of the Tribe as a government organization, the Company concluded its arrangement with the Jamul Tribe is not within the scope defined by ASC 810.

Hollywood Casino Jamul – San Diego is a three-story gaming and entertainment facility of approximately 200,000 square feet featuring 1,731 slot machines, 40 live table games, multiple restaurants, bars and lounges and a partially enclosed parking structure with over 1,800 spaces. In mid-January 2014, the Company announced the commencement of construction activities at the site. The facility opened to the public on October 10, 2016. The Company provided a portion of the financing to the JIVDC in connection with the project and, following the opening, has managed and provided branding for the casino.

The Company is accounting for the development agreement and related loan commitment letter with the JIVDC as a loan (the “Loan”) with accrued interest in accordance with ASC 310, “Receivables.” The Loan represented advances made by the Company to the JIVDC for the development and construction of a gaming facility for the Jamul Tribe on reservation land. As such, the Jamul Tribe owns the casino and its related assets and liabilities. Repayment of funds advanced to the Jamul Tribe is primarily predicated on cash flows from the operations of the facility.

In December 2015, the Company entered into an agreement to purchase a $60 million subordinated note from the previous developer of the Jamul Indian Village project for $24 million. Interest on this subordinated note, as of the effective date and at all times thereafter until the Loans has been paid in full, shall accrue as follows: as of the effective date, no interest shall accrue initially; at the opening date, interest shall accrue at a simple fixed rate of 4.25% per annum. The subordinated note is subordinated to the Loan, and payments on the subordinated note may only be made after all necessary payments are made on the Loan subject to certain limitations. The Company recorded the subordinated Note at its acquisition price of $24 million, which was considered to be its fair value. The Company has concluded that the $24 million carrying value, which is recorded within other assets on the consolidated balance sheet at December 31, 2015, represents the expected cash flows to be received. As described below, this subordinated note was repaid in connection with the Jamul Tribe refinancing of its existing indebtedness and the Company received a $6 million premium which was accounted for as an origination fee on our new loan with the JIVDC.

On October 20, 2016, the JIVDC obtained long term secured financing, consisting of revolving and term loan credit facilities (the “Credit Facilities”) totaling approximately $460 million. The Credit Facilities, all of which are due in 2022, consist of a $5 million revolving credit facility, a $340 million term loan B facility and a $98 million term loan C facility. The revolving credit facility was provided by various commercial banks; the term loan B facility is held by an affiliate of Och-Ziff Real Estate; and the term loan C facility is held by the Company. The Company will also provide up to an additional $15 million of delayed draw term loan C commitments to fund certain roadway improvement costs. The various Credit Facilities rank pari passu with each other. However, if, on the first anniversary of the opening of Hollywood Casino Jamul – San Diego (the “Casino”), the JIVDC has not achieved a senior secured net leverage ratio equal to or less than 5.0 to 1.0, then all or a portion of the term loan C facility will become subordinated to the other Credit Facilities to the extent necessary such that, after giving effect to such conversion, such senior secured net leverage ratio is 5.0 to 1.0. The rights of the Company to receive management and license fees are subordinated to the claims of the lenders under the Credit Facilities and are subject to certain conditions contained in the Credit Facilities.

The Company was repaid on October 20, 2016, a net amount of approximately $274 million (consisting of reimbursements totaling approximately $372 million less funds advanced of $98 million) of the advances to the JIVDC for the development and construction of the property as well as previously purchased Jamul Tribal debt.

As a condition to the availability of the Credit Facilities, the Company provided a limited completion guarantee, in favor of the administrative agent under the Credit Facilities, to provide up to $15 million of additional loans related to the construction and opening of the Casino, as well as certain post opening construction costs. The term loan C facility bears interest at LIBOR plus 8.50% with a 1% LIBOR floor (or, at the JIVDC’s election, a base rate determined by reference to the prime rate, the federal funds effective rate or LIBOR, as applicable, plus 7.50%), and the subordinated loans will bear interest at 14.0% (with 12.0% to be paid in cash and 2.0% to be paid-in-kind).

The Company is accounting for its term loan C with the JIVDC as a loan (the “Loan”) in accordance with ASC 310, “Receivables.” The Loan represents advances made by the Company to the JIVDC for the development and construction of Hollywood Casino Jamul-San Diego for the Jamul Tribe on reservation land. As such, the Jamul Tribe owns the casino and its related assets and liabilities. Repayment of the Loan is primarily predicated on cash flows from the operations of the facility.

Although Hollywood Casino Jamul San-Diego opened to strong business and earnings volumes in October 2016, which met our expectations, results began to soften earlier and with a steeper drop-off than anticipated. As a result, we concluded the Loan was impaired at December 31, 2016 and at all time periods subsequent to this date. A loan is considered impaired when, based on current information, events and projections, it is probable that the Company will be unable to collect the scheduled payments of principal and/or interest when contractually due under the terms of the loan agreement. The fair value of the Loan is not observable, nor secured by any significant levels of collateral. Therefore, the Loan is not measured using a practical expedient (observable market rate of interest or fair value of collateral) under ASC 310-10. As such, an impairment charge is being recorded to the extent the present value of expected future cash flows discounted at the loan’s effective interest rate exceeds the carrying amount of the loan. The Company records interest income on a cash basis to the extent a reserve is not required for the impaired loan.

At June 30, 2017, the JIVDC was effectively in breach of a financial covenant requirement with respect to debt to earnings ratios. At September 30, 2017, the JIVDC was in active negotiations with its lenders to modify certain terms of its loan agreements including the elimination of its June 30, 2017 financial covenant requirement. Amended terms that were negotiated during the three months ended December 31, 2017, were not accepted by the Jamul Tribe. The JIVDC is currently in default on its obligations and our Loan is fully subordinated to the other lenders that have extended credit to the JIVDC.

In late February 2018, the Company and the Jamul Tribe mutually agreed that Penn would no longer manage the facility or provide branding and development services on May 28, 2018. The company will provide a transition that it anticipates will last through approximately late May. The Company performed a comprehensive analysis of the future cash flows that we expect to receive on the Loan based upon our best estimates of the operations of the facility and the concessions we will grant to the JIVDC. The expected cash flows to be received by the Company on the Loan were then discounted at the Loan’s effective interest rate in accordance with ASC 310 which was less than its carrying value at December 31, 2017. Therefore, the Company recorded a charge of $86.0 million in the consolidated statements of operation for the year ended December 31, 2017, (see table below for allowance for loan losses balance). The unpaid principal balance of the Loan at December 31, 2017 and December 31, 2016 was $98.3 million and $98.0 million, respectively. The net carrying value of the Loan totaled $20.9 million and $92.1 million at December 31, 2017 and December 31, 2016, respectively. The Company’s remaining exposure at December 31, 2017 was $27.9 million inclusive of future unfunded commitments on the Loan.


		Allowance		Reserve for unfunded
		for loan loss		loan commitments (1)

Balance at January 1, 2017	$	-	$		-
Provisions		64,052			21,996
Balance at December 31, 2017	$	64,052	$		21,996

(1) Amount is reflected in other non-current liabilities on the Consolidated Balance Sheets

In addition to the reserves above, the Company recorded charges of $3.8 million related to certain advances made to the JIVDC.

Plainridge Racecourse Acquisition

In September 2013, the Company entered into an option and purchase agreement to purchase Plainridge Racecourse in Massachusetts, with the sellers having no involvement in the business or operations from that date forward. The Company subsequently began to operate Plainridge Racecourse effective January 1, 2014 pursuant to a temporary operations agreement. On February 28, 2014, the Massachusetts Gaming Commission awarded the Company a Category Two slots-only gaming license, and in early March 2014, the Company exercised its option to purchase Plainridge Racecourse. This acquisition reflects the continuing efforts of the Company to expand its gaming operations through the development of new gaming properties. The fixed portion of the purchase price was paid on April 11, 2014. The option and purchase agreement also contained contingent purchase price consideration that is calculated based on the actual earnings of the gaming operations over the first ten years of gaming operations, which commenced on June 24, 2015. The first payment was made 60 days after the completion of the first four full fiscal quarters of operation, and subsequent payments will be made every year for nine years after the first payment. The fair value of this liability was determined to be $21.3 million, $10.7 million, and $13.8 million at December 31, 2017, 2016 and 2015, respectively, based on an income approach from the Company’s internal earning projections and was discounted at a rate consistent with the risk a third party market participant would require holding the identical instrument as an asset. This liability is included in other current and other non-current liabilities on the consolidated balance sheet. At each reporting period, the Company assesses the fair value of this obligation and changes in its value are recorded in earnings. The amount included in general and administrative expense related to the change in fair value of this obligation was a charge of $12.5 million, and a reduction of $1.3 million and $5.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. In August 2016 and 2017, the first and second payment of $1.8 million and $2.0 million was made for the contingent purchase price.

Investment In and Advances to Unconsolidated Affiliates

12 Months Ended

Dec. 31, 2017

Investment In and Advances to Unconsolidated Affiliates

Investment In Unconsolidated Affiliates

6.Investment In and Advances to Unconsolidated Affiliates

As of December 31, 2017, investment in and advances to unconsolidated affiliates primarily included the Company’s 50% investment in Kansas Entertainment, which is a joint venture with International Speedway Corporation (“International Speedway”), its 50% interest in Freehold Raceway, and its 50% joint venture with MAXXAM, Inc. (“MAXXAM”) that owns and operates racetracks in Texas. These investments are more fully described below.

Kansas Joint Venture

The Company has a 50% investment in Kansas Entertainment, which owns the Hollywood Casino at Kansas Speedway. Hollywood Casino at Kansas Speedway is a Hollywood-themed facility, which features 244,791 of property square footage with 2,000 slot machines, 41 table games and 12 poker tables, a 1,253 space parking structure, as well as a variety of dining and entertainment facilities. As of December 31, 2017 and 2016, the Company’s investment balance was $88.3 million and $93.8 million, respectively. During the years ended December 31, 2017, 2016, and 2015, the Company received distributions from Kansas Entertainment totaling $26.0 million, $25.8 million and $27.2 million, respectively, which the Company deemed to be returns on its investment based on the source of those cash flows from the normal business operations of Kansas Entertainment.

The Company determined that Kansas Entertainment qualified as a VIE at December 31, 2017 and 2016. The Company did not consolidate its investment in Kansas Entertainment as the Company determined that it did not qualify as the primary beneficiary of Kansas Entertainment at, and for the years ended December 31, 2017 and 2016, primarily as it did not have the ability to direct the activities of Kansas Entertainment that most significantly impacted Kansas Entertainment’s economic performance without the approval of International Speedway. In addition, the Company determined that International Speedway had substantive participating rights in Kansas Entertainment at, and for the years ended, December 31, 2017 and 2016.

For the year ended December 31, 2017, the Company’s investment in Kansas Entertainment met the requirements of S-X Rule 4-08(g) to provide summarized financial information. The following table provides summary income statement information for Kansas Entertainment as required under S-X Rule 1-02(bb) for the comparative periods in the Company’s consolidated balance sheets and consolidated statements of operations (in thousands):


	As of December 31,
	2017		2016		2015
Current assets	$	18,452	$	16,638	$	16,550
Noncurrent assets	$	165,801	$	176,050	$	195,010
Current liabilities	$	17,861	$	15,351	$	14,544


	For the twelve months ended December 31,
	2017		2016		2015
Net revenues	$	155,636	$	152,926	$	153,407
Operating expenses		114,681		121,006		122,828
Income from operations		40,955		31,920		30,579
Net income	$	40,955	$	31,920	$	30,579

Net income attributable to Penn	$	20,478	$	15,960	$	15,290

In addition to the assessment performed by the Company of its investment in Kansas Entertainment under the requirements of S-X Rule 4-08(g), the Company also assessed its investment in Kansas Entertainment under the requirements of S-X Rule 3-09(b) for the year ended December 31, 2017, and determined it was required to provide the audited financial statements of Kansas Entertainment. The consolidated financial statements of Kansas Entertainment for the years ended June 30, 2017, 2016 and 2015 are provided as exhibits to this document to comply with this rule.

Texas Joint Venture

The Company has a 50% interest in a joint venture with MAXXAM, 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. Sam Houston Race Park hosts thoroughbred and quarter horse racing and offers daily simulcast operations, and Valley Race Park features dog racing and simulcasting.

The Company determined that the Texas joint venture did not qualify as a VIE at December 31, 2017 and 2016. 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 at, and for the years ended December 31, 2017 and 2016, 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 MAXXAM. Therefore, the Company did not consolidate its investment in the joint venture at, and for the years ended, December 31, 2017 and 2016.

New Jersey Joint Venture

Through its joint venture with Greenwood Limited Jersey, Inc. (“Greenwood”), the Company owns 50% of Freehold Raceway, located in Freehold, New Jersey. The property features a half-mile standardbred race track and a grandstand.

The Company determined that the New Jersey joint venture did not qualify as a VIE at December 31, 2017 and 2016. 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 at, and for the years ended December 31, 2017 and 2016, 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 its investment in the joint venture at, and for the years ended December 31, 2017 and 2016.

Property and Equipment

12 Months Ended

Dec. 31, 2017

Property and Equipment

Property and Equipment

7.Property and Equipment

Property and equipment, net, consists of the following:


	December 31,		December 31,
	2017		2016
	(in thousands)

Property and equipment - non-master lease
Land and improvements	$	294,695	$	294,590
Building and improvements		429,015		404,158
Furniture, fixtures and equipment		1,385,889		1,355,615
Leasehold improvements		130,801		118,940
Construction in progress		15,617		16,375
		2,256,017		2,189,678
Less Accumulated depreciation		(1,345,147)		(1,224,596)
		910,870		965,082
Property and equipment - master lease
Land and improvements		424,700		382,246
Building and improvements		2,258,577		2,219,018
		2,683,277		2,601,264
Less accumulated depreciation		(837,478)		(745,963)
		1,845,799		1,855,301
Property and equipment, net	$	2,756,669	$	2,820,383

Property and equipment, net decreased by $63.7 million primarily due to depreciation expense partially offset by the acquisition of 1st Jackpot and Resorts, additional video gaming terminals at Prairie State Gaming as well as improvements at Tropicana Las Vegas, Hollywood Casino St. Louis, M Resort and Hollywood Casino Lawrenceburg during the year ended December 31, 2017.

Depreciation expense, for property and equipment as well as capital leases, totaled $248.2 million, $261.9 million, and $258.9 million in 2017, 2016 and 2015. Depreciation expense on the Master Lease assets was $92.4 million, $91.1 million and $92.4 million for the years ended December 31, 2017, 2016, and 2015 respectively. Interest capitalized in connection with major construction projects was $0.2 million, $0.1 million, and $1.8 million in 2017, 2016 and 2015, respectively.

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2017

Intangible Assets

Goodwill and Other Intangible Assets

8.Goodwill and Other Intangible Assets

A reconciliation of goodwill and accumulated goodwill impairment losses is as follows (in thousands):


Balance at December 31, 2015
Goodwill	$	2,175,507
Accumulated goodwill impairment losses		(1,263,565)
Goodwill, net	$	911,942
Goodwill acquired		77,743
Balance at December 31, 2016:
Goodwill	$	2,253,250
Accumulated goodwill impairment losses		(1,263,565)
Goodwill, net	$	989,685
Goodwill acquired		36,598
Goodwill impairment losses		(18,026)
Other		(160)
Balance at December 31, 2017:
Goodwill	$	2,289,848
Accumulated goodwill impairment losses		(1,281,751)
Goodwill, net	$	1,008,097

The Company’s goodwill was tested for impairment during the third quarter (before the annual impairment date of October 1, 2017) due to a significant deferred tax valuation allowance reversal which resulted in an increase to the carrying amounts of some of its reporting units, and, as such, was determined to be a triggering event. In accordance with ASC 805 “Business Combinations”, the Company’s allocation of the purchase price for Tropicana Las Vegas, which was acquired in August 2015, included a significant amount of net operating losses (“NOL’s”). The Company did not record deferred tax assets (“DTA”) of approximately $68 million at the acquisition date due to the recognition of a full valuation allowance at that time. The Company’s purchase price allocation resulted in goodwill of $14.8 million being created which would not have been recorded if we had been able to recognize a deferred tax asset. As of September 30, 2017, Tropicana Las Vegas failed the quantitative goodwill impairment test as we determined its fair value was less than its carrying value. As a result, the Company determined that the goodwill for the Tropicana Las Vegas reporting unit was fully impaired and recorded an impairment charge of $14.8 million within our South/West segment. Additionally, the Company’s Sanford Orlando Kennel Club reporting unit within our Other category failed the quantitative goodwill impairment test as of September 30, 2017, and, as such, a partial impairment charge of $3.2 million was recorded.

No goodwill impairment charges were recorded for the years ended December 31, 2016 and 2015.

Hollywood Casino at Charles Town Races and Hollywood Casino at Penn National Race Course both within the Company’s Northeast segment and Argosy Casino Alton within the Company’s Midwest segment have negative carrying values with allocated goodwill of $1.4 million, $1.5 million and $9.9 million, respectively. All three of these reporting units generate significant earnings and as such the Company does not believe impairment charges are required.

Indefinite‑life intangible assets consist primarily of gaming licenses. The table below presents the gross carrying value, accumulated amortization, and net book value of each major class of other intangible assets at December 31, 2017 and 2016:


	December 31, 2017						December 31, 2016
	(in thousands)
	Gross						Gross
	Carrying		Accumulated		Net Book		Carrying		Accumulated		Net Book
	Value		Amortization		Value		Value		Amortization		Value
Indefinite-life intangible assets	$	375,405	$	—	$	375,405	$	375,405	$	—	$	375,405
Other intangible assets		131,483		84,282		47,201		125,584		65,495		60,089
Total	$	506,888	$	84,282	$	422,606	$	500,989	$	65,495	$	435,494

Total other intangible assets decreased by $12.9 million for the year ended December 31, 2017 primarily due to amortization of $18.9 million, partially offset by acquisitions of definite-lived other intangible assets related to Illinois slot operator acquisitions. Other intangible assets have a weighted average remaining amortization period of 4.9 years.

No other intangible asset impairment charges were recorded for the years ended December 31, 2017 and 2016.

For the year ended December 31, 2015, the Company recorded other intangible assets impairment charges of $40.0 million, as of the valuation date of October 1, 2015 (the date of our annual impairment test), related to the write-off of our Plainridge Park Casino gaming license and a partial write-down of the gaming license at Hollywood Gaming at Dayton Raceway due to a reduction in the long term earnings forecast at both of these locations.

The Company’s intangible asset amortization expense was $18.9 million, $9.3 million, and $0.5 million for the years ended December 31, 2017, 2016 and 2015, respectively.

The following table presents expected intangible asset amortization expense based on existing intangible assets at December 31, 2017 (in thousands):


2018	$	13,614
2019		8,505
2020		5,844
2021		3,599
2022		3,596
Thereafter		12,043
Total	$	47,201

The Company’s remaining goodwill and other intangible assets by reporting unit at December 31, 2017 is shown below (in thousands):


			Total Intangible
Reporting Unit	Goodwill		Assets
Hollywood Casino St. Louis	$	205,783	$	58,418
Hollywood Casino Aurora		207,207		—
Argosy Casino Riverside		154,332		4,964
Zia Park Casino		142,359		—
Hollywood Gaming at Dayton Raceway		15,339		110,436
Hollywood Gaming at Mahoning Valley Race Course		—		125,000
Penn Interactive Ventures		67,004		15,968
Hollywood Casino at Penn National Race Course		1,497		67,607
Prairie State Gaming		34,185		30,031
Hollywood Casino Lawrenceburg		63,189		—
Hollywood Casino Tunica		44,042		—
1st Jackpot Casino		35,929		567
Boomtown Biloxi		22,365		—
Argosy Casino Alton		9,863		8,285
Plainridge Park Casino		3,052		—
Hollywood Casino at Charles Town Races		1,354		—
Others		597		1,330
Total	$	1,008,097	$	422,606

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Long-term Debt

12 Months Ended

Dec. 31, 2017

Long-term Debt

Long-term Debt

9.Long‑term Debt

Long‑term debt, net of current maturities, is as follows:


	December 31,		December 31,
	2017		2016
	(in thousands)

Senior secured credit facility	$	760,000	$	976,845
$300 million 5.875% senior unsecured notes due November 1, 2021		—		300,000
$400 million 5.625% senior unsecured notes due January 15, 2027		400,000		—
Other long-term obligations		119,310		154,084
Capital leases		891		1,760
		1,280,201		1,432,689
Less current maturities of long-term debt		(35,612)		(85,595)
Less discount on senior secured credit facility Term Loan B		(2,558)		(620)
Less debt issuance costs		(27,406)		(16,535)
	$	1,214,625	$	1,329,939

The following is a schedule of future minimum repayments of long-term debt as of December 31, 2017 (in thousands):


2018	$	35,612
2019		41,132
2020		49,324
2021		51,994
2022		217,828
Thereafter		884,311
Total minimum payments	$	1,280,201

Senior Secured Credit Facility

On October 30, 2013, the Company entered into a new senior secured credit facility. The new senior secured credit facility consists of a five year $500 million revolver, a five year $500 million Term Loan A facility, and a seven year $250 million Term Loan B facility. The Term Loan A facility was priced at LIBOR plus a spread (ranging from 2.75% to 1.25%) based on the Company’s consolidated total net leverage ratio as defined in the new senior secured credit facility. The Term Loan B facility was priced at LIBOR plus 2.50%, with a 0.75% LIBOR floor.

On April 28, 2015, the Company entered into an agreement to amend its senior secured credit facility. In August 2015, the amendment to the senior secured credit facility went into effect increasing the capacity under an existing five year revolver from $500 million to $633.2 million and increased the existing five year $500 million Term Loan A facility by $146.7 million. The seven year $250 million Term Loan B facility remained unchanged.

On January 19, 2017, the Company entered into an amended and restated senior secured credit facility. The amended and restated senior secured credit facility consists of a five year $700 million revolver, a five year $300 million Term Loan A facility, and a seven year $500 million Term Loan B facility (the “Amended Credit Facilities”). The Term Loan A facility was priced at LIBOR plus a spread (ranging from 3.00% to 1.25%) based on the Company’s consolidated total net leverage ratio as defined in the new senior secured credit facility. The Term Loan B facility was priced at LIBOR plus 2.50%, with a 0.75% LIBOR floor. At December 31, 2017, the Company’s senior secured credit facility had a gross outstanding balance of $760.0 million, consisting of a $288.8 million Term Loan A facility and a $471.2 million Term Loan B facility. The revolving credit facility had nothing drawn at December 31, 2017. Additionally, at December 31, 2017 and 2016, the Company had conditional obligations under letters of credit issued pursuant to the senior secured credit facility with face amounts aggregating $22.1 million and $23.0 million, respectively, resulting in $677.9 million and $419.1 million of available borrowing capacity as of December 30, 2017 and 2016, respectively, under the revolving credit facility. In connection with the repayment of the previous senior secured credit facility, the Company recorded $1.7 million in refinancing costs and a $2.3 million loss on the early extinguishment of debt for the year ended December 31, 2017 related to the write-off of deferred debt issuance costs and the discount on the Term Loan B facility of the previous senior secured credit facility.

The payment and performance of obligations under the senior secured credit facility are guaranteed by a lien on and security interest in substantially all of the assets (other than excluded property such as gaming licenses) of the Company and its subsidiaries.

5.875% Senior Unsecured Notes

On October 30, 2013, the Company completed an offering of $300 million 5.875% senior unsecured notes that mature on November 1, 2021 (the “5.875% Notes”) at a price of par. Interest on the 5.875% Notes is payable on May 1 and November 1 of each year. The 5.875% Notes are senior unsecured obligations of the Company. The 5.875% Notes will not be 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 5.875% Notes at any time, and from time to time, on or after November 1, 2016, at the declining redemption premiums set forth in the indenture governing the 5.875% Notes, together with accrued and unpaid interest to, but not including, the redemption date. Prior to November 1, 2016, the Company may redeem the 5.875% Notes at any time, and from time to time, at a redemption price equal to 100% of the principal amount of the 5.875% Notes redeemed plus a “make‑whole” redemption premium described in the indenture governing the 5.875% Notes, together with accrued and unpaid interest to, but not including, the redemption date. In addition, the 5.875% Notes may be redeemed prior to November 1, 2016 from net proceeds raised in connection with an equity offering as long as the Company pays 105.875% of the principal amount of the 5.875% Notes, redeems the 5.875% Notes within 180 days of completing the equity offering, and at least 60% of the 5.875% Notes originally issued remains outstanding.

The Company used the proceeds of the new senior secured credit facility, new 5.875% Notes, and cash on hand, to repay its previous senior secured credit facility, to fund the cash tender offer to purchase any and all of its previously issued 83/₄% senior subordinated notes (“83/₄% Notes”)and the related consent solicitation to make certain amendments to the indenture governing the 83/₄% Notes, to satisfy and discharge such indenture, to pay related fees and expenses and for working capital purposes.

Redemption of 5.875% Senior Subordinated Notes

In the first quarter of 2017, the Company redeemed all of its $300 million 5.875% senior subordinated notes, which were due in 2021 (“5.875% Notes”). In connection with this redemption, the Company recorded a $21.1 million loss on the early extinguishment of debt for the year ended December 31, 2017 related to the difference between the reacquisition price of the 5.875% Notes compared to its carrying value.

5.625% Senior Unsecured Notes

On January 19, 2017, the Company completed an offering of $400 million 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 on January 15th and July 15th of each year. The 5.625% Notes are senior unsecured obligations of the Company. The 5.625% Notes will not be 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 on or after January 15, 2022, at the declining redemption premiums set forth in the indenture governing the 5.625% Notes, and, prior to January 15, 2022, at a “make-whole” redemption premium set forth in the indenture governing the 5.625% Notes. In addition, prior to January 15, 2020, the Company may redeem the 5.625% Notes with an amount equal to the net proceeds from one or more equity offerings, at a redemption price equal to 105.625% of the principal amount of the 5.625% Notes redeemed, together with accrued and unpaid interest to, but not including, the redemption date, so long as at least 60% of the aggregate principal amount of the notes originally issued under the indenture remains outstanding and such redemption occurs within 180 days of closing of the related equity offering.

The Company used a portion of the proceeds from the issuance of the 5.625% Notes to retire its existing 5.875% Notes and to fund related transaction fees and expenses.

The Company used loans funded under the Amended Credit Facilities and a portion of the proceeds of the 5.625% Notes to repay amounts outstanding under its then existing Credit Agreement and to fund related transaction fees and expenses and for general corporate purposes.

Other Long‑Term Obligations

Other long term obligations at December 31, 2017 and 2016 of $119.3 million and $154.1 million, respectively, included $105.4 million and $118.9 million, respectively, related to the relocation fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course. At December 31, 2017 and 2016, $13.8 million and $14.4 million, respectively, related to the repayment obligation of a hotel and event center located near Hollywood Casino Lawrenceburg. The December 31, 2016 long term obligations included $20.8 million related to a corporate airplane loan; all of which are more fully described below.

Ohio Relocation Fees

In June 2013, the Company finalized the terms of its memorandum of understanding with the State of Ohio, which included an agreement by the Company to pay a relocation fee in return for being able to relocate its existing racetracks in Toledo and Grove City to Dayton and Mahoning Valley, respectively. Upon opening of these two racinos in Ohio in the third quarter of 2014, the relocation fee for each new racino was recorded at the present value of the contractual obligation, which was calculated to be $75 million based on the 5% discount rate included in the agreement. The relocation fee for each facility is payable as follows: $7.5 million upon the opening of the facility and eighteen semi-annual payments of $4.8 million beginning one year from the commencement of operations. This obligation is accreted to interest expense at an effective yield of 5.0%. The amount included in interest expense related to this obligation was $5.5 million and $6.2 million for the year ended December 31, 2017 and 2016, respectively.

Event Center

The City of Lawrenceburg Department of Redevelopment completed construction of a hotel and event center located less than a mile away from Hollywood Casino Lawrenceburg. Effective in mid-January 2015, by contractual agreement, a repayment obligation for the hotel and event center was assumed by a wholly-owned subsidiary of the Company 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. The Company is obligated to make annual payments on the loan of approximately $1 million for twenty years beginning January 2016. This obligation is accreted to interest expense at its effective yield of 3.0%. The amount included in interest expense related to this obligation was $0.4 million for the years ended December 31, 2017 and 2016.

Corporate Airplane Loan

On September 30, 2016, the Company acquired a previously leased corporate airplane that was accounted for as a capital lease and financed the purchase price with an amortizing loan at a fixed interest rate of 5.22% for a term of five years with monthly payments of $220 thousand and a balloon payment of $12.6 million at the end of the loan term. The loan was subsequently repaid in full on January 19, 2017.

Covenants

The Company’s senior secured credit facility and senior unsecured notes require us, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests, including fixed charge coverage, interest coverage, senior leverage and total leverage ratios. In addition, the Company’s senior secured credit facility and senior unsecured notes restrict, among other things, its 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.

At December 31, 2017, the Company was in compliance with all required financial covenants.

Master Lease Financing Obligation

12 Months Ended

Dec. 31, 2017

Master Lease Financing Obligation

Master Lease Financing Obligation

10.Master Lease Financing Obligation

The Company’s lease obligation with GLPI that is described in Note 3 to the consolidated financial statements is accounted for as a financing obligation. The obligation was calculated at the inception of the transaction based on the future minimum lease payments discounted at the Company’s estimated incremental borrowing rate at lease inception over the lease term, including renewal options, that were reasonably assured of being exercised and the funded construction of certain leased real estate assets in development at the date of the Spin-Off. As of May 1, 2017, in connection with the acquisition of 1st Jackpot and Resorts, the Company’s Master Lease Financing obligation was increased by $82.6 million which was the purchase price paid by GLPI for the casinos underlying real estate assets. Total payments to GLPI under the Master Lease were $455.4 million, $442.3 million and $437.0 million for the years ended December 31, 2017, 2016 and 2015, respectively, of which $397.6 million, $391.7 million and $390.1 million respectively, were recognized as interest expense. The interest expense recognized for the years ended December 31, 2017, 2016 and 2015 includes $46.8 million, $43.8 million and $43.5 million, respectively from contingent payments associated with the monthly variable components for Hollywood Casino Columbus and Hollywood Casino Toledo.

The future minimum payments related to the Master Lease financing obligation with GLPI, at December 31, 2017 are as follows (in thousands):


2018	$	387,456
2019		332,259
2020		332,259
2021		332,259
2022		332,259
Thereafter		8,583,363
Total minimum payments		10,299,855
Less amounts representing interest		(7,148,946)
Plus residual values		387,912
Present value of future minimum payments		3,538,821
Less current portion of financing obligation		(56,248)
Long-term portion of financing obligation	$	3,482,573

Commitments and Contingencies

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies

Commitments and Contingencies

11.Commitments and Contingencies

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. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s consolidated financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s consolidated financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters.

Legal proceedings could result in costs, settlements, damages, or rulings that materially impact the Company’s consolidated financial condition or operating results. The Company believes that it has meritorious defenses, claims and/or counter‑claims with respect to these proceedings, and intends to vigorously defend itself or pursue its claims.

Operating Lease Commitments

The Company is liable under numerous operating leases for various assets, including but not limited to ground leases, automobiles, and other equipment. The majority of these lease arrangements are cancelable within 30 days. Total rental expense under all operating lease agreements was $45.4 million, $40.3 million, and $37.9 million for the years ended December 31, 2017, 2016 and 2015, respectively.

The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at December 31, 2017 are as follows (in thousands):


Year ending December 31,	Total
2018	$	8,609
2019		6,387
2020		4,692
2021		4,026
2022		3,504
Thereafter		60,517
Total	$	87,735

Location Share Agreements

The Company’s subsidiary, Prairie State Gaming, enters into location share agreements with bar and retail establishments in Illinois. These agreements are contracts which allow Prairie State Gaming to place VGTs in the bar or retail establishment in exchange for a percentage of the variable revenue generated by the VGTs. Prairie State Gaming holds the gaming license with the state of Illinois and the location share percentage is determined by the state of Illinois. For the years ended December 31, 2017, 2016 and 2015, the total location share payments made by Prairie State Gaming (recorded in gaming expenses) were $29.7 million, $21.2 million, and $6.0 million, respectively.

Capital Expenditure Commitments

The Company currently has a capital expenditures budget of approximately $105.5 million for 2018, of which the Company was contractually committed to spend approximately $4.8 million at December 31, 2017. The Company’s properties that are subject to the Master Lease with GLPI are obligated to spend a minimum of 1% of annual net revenues for the maintenance of those facilities. The Company historically spends well in excess of this minimum threshold.

Purchase Obligations

The Company has obligations to purchase various goods and services totaling $73.6 million at December 31, 2017, of which $44.1 million will be incurred in 2018.

Loan Commitments to the JIVDC

The Company has $29.0 million of unfunded loan commitments related to its loan to the JIVDC.

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 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 for the qualified retirement plan for the years ended December 31, 2017, 2016 and 2015 were $6.0 million, $5.3 million, and $5.0 million, respectively.

The Company also has a defined contribution plan, the Charles Town Races Future Service Retirement Plan, covering substantially all of its union employees at Hollywood Casino at Charles Town Races. Hollywood Casino at Charles Town Races makes annual contributions to this plan for the eligible union employees and to the Penn National Gaming, Inc. 401(k) Plan for the eligible non‑union employees for an amount equal to the amount accrued for retirement expense, which is calculated as 0.25% of the daily mutual handle, 1.0% of net video lottery revenue up to a base and, after the base is met, it reverts to 0.5% and 0.84% of table and poker revenue, respectively. The contributions for the two plans at Hollywood Casino at Charles Town Races for the years ended December 31, 2017, 2016 and 2015 were $2.6 million, $2.8 million, and $2.9 million, respectively.

The Company maintains a non‑qualified deferred compensation plan that covers most management and other highly‑compensated employees. This plan was effective March 1, 2001. The 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 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 non‑qualified deferred compensation plan for the years ended December 31, 2017, 2016 and 2015 were $2.2 million, $2.2 million, and $2.0 million, respectively. The Company’s deferred compensation liability, which was included in other current liabilities within the consolidated balance sheets, was $64.7 million and $59.4 million at December 31, 2017 and 2016, respectively.

Labor Agreements

The Company is required to have agreements with the horsemen at the majority of its racetracks to conduct its 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.

At Hollywood Casino at Charles Town Races, the Company renewed an agreement with the Charles Town Horsemen’s Benevolent and Protective Association that expires on June 18, 2018. Hollywood Casino at Charles Town Races also renewed an agreement with the breeders that expires on June 30, 2018. Additionally, the pari‑mutuel clerks at Charles Town are represented under a collective bargaining agreement with the West Virginia Union of Mutuel Clerks, which expired on December 31, 2010 and has been extended on a month‑to‑month basis.

The Company’s agreement with the Pennsylvania Horsemen’s Benevolent and Protective Association at Hollywood Casino at Penn National Race Course was renewed through January 31, 2019. The Company has an agreement with Laborers’ International Union of North America (LIUNA) Local 108, regarding both on-track and off-track pari-mutuel clerks and admission staff which expired in December 2016 and a new contract was negotiated and, once signed, will run through December 1, 2021. In August 2015, the Company entered into a three year collective bargaining agreement with the International Chapter of Horseshoers and Allied Equine Trades Local 947.

The Company’s agreement with the Maine Harness Horsemen Association at Bangor Raceway continues through the conclusion of the 2018 racing season.

In March of 2014, Hollywood Gaming at Mahoning Valley Race Course entered into an agreement with the Ohio Horsemen’s Benevolent and Protective Association. The term is for a period of ten years from the September 2014 commencement of video lottery terminal operations at that facility.

In September 2015, Hollywood Gaming at Dayton Raceway entered into an agreement with the Ohio Harness Horsemen’s Association for racing at the property. The term is for a period of ten years from the September 2015 effective date.

In January 2014, the Company entered into an agreement with the Harness Horsemen’s Association of New England at Plainridge Park Casino which remains in effect through December 31, 2018.

Across certain of the Company’s properties, SEATU represents approximately 1,670 of the Company’s employees under a National Agreement that expires on January 24, 2032 and Local Addenda that expire at various times between June 2021 and October 2024.

SEATU agreements are in place at Hollywood Casino Joliet, Hollywood Casino Lawrenceburg, Argosy Casino Riverside, Argosy Casino Alton, Hollywood Casino Kansas Speedway, Hollywood Gaming Dayton, Hollywood Gaming at Mahoning Valley and Plainridge Park Casino. Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course have a wage reopener in February 2018, Hollywood Casino Lawrenceburg has a wage reopener in June 2018, Hollywood Casino Kansas Speedway has a wage reopener in July 2018 and Hollywood Casino Joliet and Plainridge Park Casino have a wage reopener in November 2018; the remainder of the SEATU agreements have expiration dates in 2019 and beyond.

At Hollywood Casino Joliet, the Hotel Employees and Restaurant Employees Union Local 1 represents approximately 167 employees under a collective bargaining agreement which expires on March 31, 2019. At Hollywood Casino Columbus and Hollywood Casino Toledo, a council comprised of the United Auto Workers and the United Steel Workers represents approximately 1,271 employees under a collective bargaining agreement which ends on November 15, 2019.

On August 25, 2015, the Company acquired Tropicana Las Vegas Hotel & Casino, which had seven existing collective bargaining agreements with the following unions: (1) Culinary & Bartenders (expires on May 31, 2018.), (2) United Brotherhood of Carpenters (expires on July 31, 2019), (3) International Brotherhood of Electrical Workers (expires on February 28, 2021), (4) International Alliance of Theatrical Stage Employees (expires on December 31, 2018), (5) International Union of Painters and Allied Trades (expires on June 30, 2018), (6)/(7) Teamsters (front and back of the house, both expire on March 31, 2018).

The Company is also the developer, lender and manager of the Hollywood Casino Jamul – San Diego, which the Company opened on October 10, 2016. Unite Here! International Union and Local 30 represents employees in stewarding, facilities, food and beverage, and operations classifications, and the parties are in the process of negotiating their first collective bargaining agreement.

In addition, at some of the Company’s properties, the Security Police and Fire Professionals of America, the International Brotherhood of Electrical Workers Local 649, the LIUNA Public Serviced Employees Local 1290PE, The International Association of Machinists and Aerospace Workers, Locals 447 and 264, the United Industrial, Service, Transportation, Professional and Government Workers of North America, and the United Steel Workers represent certain of the Company’s employees under collective bargaining agreements that expire at various times between April 2018 and September 2025. None of these additional unions represent more than 77 of the Company’s employees.

If the Company fails to maintain operative agreements with the horsemen at a track, it will not be permitted to conduct live racing and export and import simulcasting at that track and OTWs and, in West Virginia, the Company will not be permitted to operate its gaming machines and table games unless the state intervenes or changes the statute. In addition, the Company’s simulcasting agreements are subject to the horsemen’s approval. If the Company fails to renew or modify existing agreements on satisfactory terms, this failure could have a material adverse effect on its business, financial condition and results of operations. Except for the closure of the facilities at Penn National Race Course and its OTWs from February 16, 1999 to March 24, 1999 due to a horsemen’s strike, and a few days at other times and locations, the Company has been able to maintain the necessary agreements. There can be no assurance that the Company will be able to maintain the required agreements.

Income Taxes

12 Months Ended

Dec. 31, 2017

Income Taxes

Income Taxes

12.Income Taxes

On December 22, 2017, the President of the United States signed into law comprehensive tax reform legislation commonly known as Tax Cuts and Jobs Act (the “Tax Act”), which introduces significant changes to the United States tax law. The Tax Act provides numerous provisions including, but not limited to, a reduction to the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018, a temporary provision allowing 100% expensing of qualifying capital improvements, a one-time transition tax on foreign earnings, a general elimination of U.S. federal income taxes on dividends received from foreign subsidiaries and a new provision designed to tax global intangible low-taxed income (“GILTI”).

Also, on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides accounting guidance for the Tax Act. SAB 118 provides a measurement period similar to a business combination whereby recognizing provisional amounts to the extent that they are reasonably estimable and adjust them over time as more information becomes available not to extend beyond one year from the Tax Act enactment date. In accordance with SAB 118, a company must reflect the income tax effects of the Tax Act for which the accounting under ASC 740 is complete. To the extent the accounting related to the Tax Act is incomplete but a reasonable estimate is attainable, a provisional estimate should be reflected in the financial statements.

The adjustments reflected in our financial statements related to the application of the Tax Act are provisional amounts estimated based on published guidance and the interpretation of these provisions as of December 31, 2017. The new law directs the United States Treasury to promulgate regulations as it deems appropriate as well as provide guidance implementing the intent of Congress. The Company will recognize any change to the provisional amounts in the period our computations are complete.

The Company calculated reasonable estimates of certain Tax Act provisions including the federal corporate tax rate change, 100% expensing of capital improvements and the one-time transition tax on foreign earnings. In connection with our initial analysis of the Tax Act impact, we have recorded a provisional decrease to net deferred tax assets of $261.3 million with a corresponding increase to deferred tax expense. The Company recorded these provisional amounts in our consolidated financial statements in the period of enactment – December 22, 2017. The Company’s computations are not complete since the Tax Act is unclear in many respects subjecting the legislation to potential technical corrections and interpretation from the United States Treasury and Internal Revenue Service. In addition, there is uncertainty regarding how these U.S. federal income tax changes will affect state and local taxation, which generally use federal taxable income as a starting point for computing the tax liability. The Tax Act also provides for a 100% temporary tax deduction on all qualified assets placed into service after September 27, 2017 and before December 31, 2022 including significant improvements we regularly expend to construct, maintain and renovate our properties. This provision phases out each year thereafter by 20% and will be completely phased out as of January 1, 2027. Beginning in 2018, the new federal rate will also be reflected in the current federal tax expense or benefit in our consolidated statement of operations.

Additionally, upon enactment, there is a one-time deemed repatriation tax on undistributed foreign earnings and profits (“transition tax”). The application of the transition tax is relevant to certain undistributed and previously untaxed post-1986 foreign earnings and profits from our management service contract with Casino Rama located in Orillia, Ontario. The Company recognized a provisional tax expense of $2.6 million related to the transition tax in 2017 and the new law allows a Company to pay this liability over an eight-year period without interest. The Company is continuing to gather additional information to refine the amount of transition tax. As of December 31, 2017, the Company changed its indefinite reinvestment assertion due to new favorable U.S. treatment of foreign dividends and the anticipated termination of the Casino Rama management service contract during the second half of 2018. Because our indefinite reinvestment assertion changed, we recorded foreign withholding taxes of approximately $2.1 million. The Tax Act also contains a new GILTI tax provision and due to the complexity, the Company is continuing to evaluate this provision and application of ASC 740. Therefore, the Company did not record any amount related to GILTI in our financial statements or make a policy decision regarding whether to record deferred taxes related to GILTI. The effects of other provisions within the Tax Act are not expected to have a material impact on our consolidated financial statements for the year ended December 31, 2017.

The following table summarizes the tax effects of temporary differences between the financial statement carrying value 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. In connection with the failed spin-off-leaseback, the Company continued to record real property assets and a financing obligation of $2.00 billion and $3.52 billion, respectively, on November 1, 2013, which resulted in a substantial increase to our net deferred tax assets of $599.9 million. ASC 740 suggests that additional scrutiny should be given to deferred taxes of an entity with cumulative pre-tax losses during the three most recent three years. Positive evidence of sufficient quantity and quality is required to overcome such significant negative evidence to conclude that a valuation allowance is not warranted.

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


	2017		2016
	(in thousands)
Deferred tax assets:
Stock-based compensation expense	$	15,038	$	17,773
Accrued expenses		39,474		64,175
Loan to the JIVDC		26,237		2,268
Financing obligation to GLPI		900,311		1,359,193
Unrecognized tax benefits		6,565		9,377
Net operating losses and tax credit carryforwards		59,842		78,021
Gross deferred tax assets		1,047,467		1,530,807
Less valuation allowance		(113,699)		(828,501)
Net deferred tax assets		933,768		702,306
Deferred tax liabilities:
Property, plant and equipment, non-master lease		(33,148)		(69,151)
Property, plant and equipment, master lease		(469,363)		(717,602)
Investments in unconsolidated affiliates		(1,218)		(1,383)
Undistributed foreign earnings		(2,061)		(8,596)
Intangibles		(37,035)		(32,498)
Net deferred tax liabilities		(542,825)		(829,230)
Noncurrent deferred tax assets/(liabilities), net	$	390,943	$	(126,924)

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. The Company gives appropriate consideration to 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 the net deferred tax assets will be realized. In the event the Company determines that the deferred income 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.

The Company determined that a valuation allowance was no longer required against its federal and state net deferred tax assets for the portion that will be realized. The most significant evidence that led to the reversal of the valuation allowance during the three months ended September 30, 2017 includes the following:

Achievement and sustained growth in our three-year cumulative pretax earnings. During the fourth quarter of 2016, we emerged from a three-year cumulative pretax loss position, generating a near break-even cumulative amount of pretax income. This cumulative pretax income increased to $76.6 million as of September 30, 2017 and was expected to rise substantially at year end since the Company had recorded a $161.5 million pretax loss in the fourth quarter of 2014 due to impairment charges of $155.3 million in that period.

Substantial pretax income in seven of the last eight quarters with the only loss reported eight quarters ago.

Lack of significant goodwill and intangible asset impairment charges expected in 2017. The Company had experienced significant impairment charges in connection with the spin-off of its real estate assets to Gaming Leisure Properties, Inc. in November 2013. The Company recorded impairment charges totaling $40.0 million, $159.9 million and $798.3 million for the years ended December 31, 2015, 2014 and 2013, respectively. There were no impairments recorded in 2016 and for the nine months ended September 30, 2017, the Company recorded impairments of $29.9 million.

For the three months ended December 31, 2017, there were no material changes to our core business operations that altered our prior interim conclusion to release the valuation allowance against the federal and state net deferred tax assets for the portion that is more-likely-than-not to be realized. The Company continues to experience significant three-year cumulative pretax income of $152.2 million at December 31, 2017 despite the Jamul impairment charge of $77.9 million during the three months ended December 31, 2017. As such, the Company released $741.9 million of its total valuation allowance for the year ended December 31, 2017 due to the positive evidence outweighing the negative evidence thereby allowing the Company to achieve the “more-likely-than-not” realization standard. This reversal is reflected in our income tax benefit in the accompanying consolidated statements of operations. The Company continues to maintain a valuation allowance of $113.7 million as of December 31, 2017 for federal capital loss carryforwards, as well as certain state filing groups, where it continues to be in a cumulative three-year pretax loss position.

Following the ownership change of the Tropicana Las Vegas, the Company has a total federal net operating loss carry-forwards in the amount of $143.4 million for the year ended December 31, 2017, which will expire on various dates from 2029 through 2034. These tax attributes are subject to limitations under the Internal Revenue Code and underlying Treasury Regulations, however we believe it is more-likely-than-not that the benefit from these tax attributes will be realized.

For state income tax reporting, the Company has gross state net operating loss carry-forwards aggregating approximately $478.3 million available to reduce future state income taxes, primarily for the Commonwealth of Pennsylvania and the States of Missouri, New Mexico, Maine, Illinois, and Ohio localities as of December 31, 2017. The tax benefit associated with these net operating loss carry-forwards is approximately $28.7 million. Due to statutorily limited operating loss carry-forwards and income and loss projections in the applicable jurisdictions, a valuation allowance has been recorded to reflect the net operating losses which are not presently expected to be realized in the amount of $28.3 million. If not used, substantially all the carry-forwards will expire at various dates from December 31, 2018 to December 31, 2037.

Additionally, included in the Company’s valuation allowance is $0.1 million for realized federal capital losses that will expire if not used via the realization of capital gains by December 31, 2018, as well as $26.2 million for an unrealized capital loss associated with our loan to the JIVDC. Overall the Company’s valuation allowance at December 31, 2017 decreased from December 31, 2016 by a net amount of $714.8 million primarily due to the reversal of the federal valuation allowance, and a partial reversal of the state valuation allowance.

The domestic and foreign components of income before income tax expense for the years ended December 31, 2017, 2016 and 2015 was as follows:


Year ended December 31,	2017	2016	2015

Domestic	(29,538)	116,693	54,443
Foreign	4,494	3,924	2,167
Total	(25,044)	120,617	56,610

The provision for income taxes charged to operations for the years ended December 31, 2017, 2016 and 2015 was as follows:


Year ended December 31,	2017		2016		2015
	(in thousands)
Current tax expense (benefit)
Federal	$	16,318	$	8,721	$	(5,158)
State		6,062		3,489		133
Foreign		(2,981)		(9,639)		3,713
Total current		19,399		2,571		(1,312)
Deferred tax (benefit) expense
Federal		(480,712)		4,701		51,817
State		(39,255)		3,279		5,419
Foreign		2,061		756		—
Total deferred		(517,906)		8,736		57,236
Total income tax (benefit) provision	$	(498,507)	$	11,307	$	55,924

The negative pretax income magnifies the impact of one-time items including reversal of the valuation allowance and the federal deferred rate change in the Company’s effective tax rate for the year ended December 31, 2017. The following table reconciles the statutory federal income tax rate to the actual effective income tax rate for 2017, 2016 and 2015:


Year ended December 31,	2017		2016		2015
Percent of pretax income
Federal statutory rate	35.0	%	35.0	%	35.0	%
State and local income taxes - net of federal benefits	6.3	%	1.2	%	6.1	%
Nondeductible expenses	(16.0)	%	0.3	%	3.0	%
Goodwill impairment	(20.5)	%	—	%	—	%
Compensation	29.5	%	(1.5)	%	2.8	%
Contingent liability settlement	22.9	%	0.6	%	—	%
Foreign	11.3	%	(8.5)	%	5.2	%
Valuation allowance	2,962.3	%	(17.1)	%	55.3	%
Federal tax reform enactment - deferred rate change	(1,043.5)	%	—	%	—	%
Other miscellaneous items	3.3	%	(0.6)	%	(8.6)	%
Total effective tax rate	1,990.6	%	9.4	%	98.8	%

The income tax (benefit)/expense differs from the federal statutory amount because the effect of the items detailed in the table below.


Year ended December 31,	2017		2016		2015
	(in thousands)
Amount of pretax income
Federal statutory rate	$	(8,765)	$	42,216	$	19,814
State and local income taxes - net of federal benefits		(1,567)		1,498		3,435
Nondeductible expenses		4,018		371		1,717
Goodwill impairment		5,131		—		—
Compensation		(7,376)		(1,817)		1,559
Contingent liability settlement		(5,740)		756		—
Foreign		(2,840)		(10,268)		2,955
Valuation allowance		(741,872)		(20,675)		31,288
Federal tax reform enactment - deferred rate change		261,329		—		—
Other miscellaneous items		(825)		(774)		(4,844)
Total income tax provision	$	(498,507)	$	11,307	$	55,924

A reconciliation of the beginning and ending amount for the liability for unrecognized tax benefits is as follows:


	Unrecognized
	tax benefits
	(in thousands)
Unrecognized tax benefits	$	33,569
Cumulative advance deposits on account		(31,371)
Balance at December 31, 2015	$	2,198

Additions based on current year positions		—
Additions based on prior year positions		3,749
Decreases due to settlements and/or reduction in reserves		(9,091)
Currency translation adjustments		2,565
Settlement payments		(4,000)
Unrecognized tax benefits at December 31, 2016	$	26,792

Additions based on current year positions		2,979
Additions based on prior year positions		2,836
Decreases due to settlements and/or reduction in reserves		(1,322)
Currency translation adjustments		(119)
Settlement payments		(216)
Unrecognized tax benefits at December 31, 2017	$	30,950

The Company is required under ASC 740 to disclose its accounting policy for classifying interest and penalties, the amount of interest and penalties charged to expense each period, as well as the cumulative amounts recorded in the consolidated balance sheets. The Company will continue to classify any income tax related penalties and interest accrued related to unrecognized tax benefits in income tax provisions within the consolidated statements of operations.

The U.S. and Canadian competent authorities have effectively settled and issued refunds for the transfer pricing dispute related to our Casino Rama management service agreement. During the year ended December 31, 2017, the Company received a cash refund of $9.5 million and $29.7 million from U.S. and Canada (inclusive of advances on account listed in the table above), respectively, which was classified in other current assets at December 31, 2016.

During the year ended December 31, 2017, the Company recorded $3.6 million of tax reserves and accrued interest and penalties related to current year uncertain tax positions. In regard to prior year tax positions, the Company recorded $3.1 million of tax reserves and accrued interest and reversed $1.4 million of previously recorded tax reserves and accrued interest for uncertain tax positions that have settled and/or closed. The unrecognized tax benefits of $31.8 million is classified in other noncurrent tax liabilities. Overall, the Company recorded a net tax expense of $8.0 million in connection with its uncertain tax positions for the year ended December 31, 2017.

Included in the liability for unrecognized tax benefits at December 31, 2017 and 2016 were $25.1 million and $9.4 million, respectively, of tax positions that, if reversed, would affect the effective tax rate. Also included in the reserve at December 31, 2017 and 2016 were $0.1 million and $1.7 million gain of currency translation related to foreign currency tax positions and the settlement receivable on account, respectively.

During the years ended December 31, 2017 and 2016, the Company recognized approximately $1.7 million and $0.3 million, respectively, of interest and penalties, net of deferred taxes. In addition, due to settlements and/or reductions in previously recorded liabilities, the Company had reductions in previously accrued interest and penalties of $0.1 million, net of deferred taxes. These accruals are included in noncurrent tax liabilities and prepaid expenses within the consolidated balance sheets at December 31, 2017 and 2016, respectively.

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, 2017, the Company is subject to U.S. federal income tax examinations for the tax years 2014, 2015, and 2016. The 2013 U.S. federal income tax return was audited by the Internal Revenue Service and the examination concluded on September 27, 2017 with no adjustments other than the expected Canada competent authority settlement. The 2013 income tax return statute of limitation was extended to June 30, 2018 to accommodate the processing of this change. In addition, the Company is subject to state and local income tax examinations for various tax years in the taxing jurisdictions in which the Company operates.

At December 31, 2017 and 2016, prepaid expenses within the consolidated balance sheets included prepaid income taxes of $12.0 million and $30.1 million, respectively. The Company received federal income tax refunds of $28.1 million including interest during the year related to net operating loss carryback, general business credit carryback and a prior year overpayment.

Shareholders' Equity	12 Months Ended
Shareholders' Equity	Dec. 31, 2017
Shareholders' Equity
Shareholders' Equity	13.Shareholders’ Equity Preferred Equity Investment On June 15, 2007, the Company announced that it had entered into a merger agreement that, at the effective time of the transactions contemplated thereby, would have resulted in the Company’s shareholders receiving $67.00 per share. Specifically, the Company, PNG Acquisition Company Inc. (“Parent”) and PNG Merger Sub Inc., a wholly‑owned subsidiary of Parent (“Merger Sub”), announced that they had entered into an Agreement and Plan of Merger, dated as of June 15, 2007 (the “Merger Agreement”), that provided, among other things, for Merger Sub to be merged with and into the Company, as a result of which the Company would have continued as the surviving corporation and would have become a wholly‑owned subsidiary of Parent. Parent is indirectly owned by certain funds managed by affiliates of Fortress Investment Group LLC (“Fortress”) and Centerbridge Partners, L.P. (“Centerbridge”). On July 3, 2008, the Company entered into an agreement with certain affiliates of Fortress and Centerbridge, terminating the Merger Agreement. In connection with the termination of the Merger Agreement, certain affiliates of Fortress and Centerbridge agreed to pay the Company a total of $1.475 billion, consisting of a nonrefundable $225 million cash termination fee and a $1.25 billion, zero coupon, preferred equity investment (the “Investment”). On October 30, 2008, the Company closed the sale of the Investment and issued 12,500 shares of the Series B Preferred Stock. During the year ended December 31, 2010, the Company repurchased 225 shares of Series B Preferred Stock for $11.2 million. As part of the Spin‑Off, the Company entered into an agreement (the “Exchange Agreement”) with FIF V PFD LLC, an affiliate of Fortress, providing for the exchange of shares of the Company’s Series B Preferred Stock for shares of a new class of preferred stock, Series C Preferred Stock, in contemplation of the Spin‑Off. The Exchange Agreement provided Fortress with the right to exchange its 9,750 shares of Series B Preferred Stock for fractional shares of Series C Preferred Stock at an exchange ratio that treated each such fractional share (and therefore each share of common stock into which such fractional share was convertible) as worth $67 per share, which was the “ceiling price” at which the shares of Series B Preferred Stock were redeemable by the Company at maturity. Any shares of Series B Preferred Stock that were not exchanged for shares of Series C Preferred Stock prior to the second business day before October 16, 2013, the record date established for the distribution of GLPI common stock in the Spin‑Off, were automatically exchanged for shares of Series C Preferred Stock on such date. Subsequently, the Company had the right to purchase from Fortress, prior to the record date for the Spin‑Off, a number of shares of Series C Preferred Stock, at a price of $67 per fractional share of Series C Preferred Stock, such that, immediately following the consummation of the Spin‑Off, Fortress would not own more than 9.9% of GLPI’s common stock. On October 11, 2013, the Company completed its exchange and repurchase transactions with Fortress and repurchased all of the 2,300 shares of Series B Preferred Stock held by Centerbridge at par and issued to the affiliate of Fortress 14,553 shares of non-voting Series C Preferred Stock in order to redeem all of the previously outstanding shares of Series B Preferred Stock. The Company then repurchased 5,929 shares of Series C Preferred Stock from Fortress. Additionally, in February 2013, the Company repurchased 225 shares of Series B Preferred Stock from WF Investment Holdings, LLC at a slight discount to par. In these transactions, the Company paid a total of $649.5 million, which was primarily funded by borrowings under the revolving credit facility, to the affiliates of Fortress, Centerbridge and WF Investment Holdings, LLC. As a result of these transactions, there are currently no outstanding shares of Series B Preferred Stock and Fortress held 8,624 shares of Series C Preferred Stock at December 31, 2015. During 2016, Fortress sold all 8,624 shares of Series C Preferred Stock, which converted upon sale into 8,624,000 shares of common stock under previously agreed upon terms. As a result, no shares of Series C Preferred Stock were outstanding at December 31, 2017 and 2016. Repurchase of Common Stock On February 3, 2017, the Company announced a repurchase program pursuant to which the Board of Directors authorized to repurchase up to $100 million of the Company’s common stock which can be executed over a two year period. During the year ended December 31, 2017, the Company repurchased 1,264,149 shares of its Common Stock in open market transactions for approximately $24.8 million at an average price of $19.59 per share. All of the repurchased shares have been retired.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.E)
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Name Accounting Standards Codification
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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2017

Stock-Based Compensation

Stock-Based Compensation

14.Stock‑Based Compensation

On April 16, 2003, the Company’s Board of Directors adopted and approved the 2003 Long Term Incentive Compensation Plan (the “2003 Plan”). On May 22, 2003, the Company’s shareholders approved the 2003 Plan. The 2003 Plan was effective June 1, 2003 and permitted the grant of options to purchase common stock and other market‑based and performance‑based awards. Up to 12,000,000 shares of common stock were available for awards under the 2003 Plan. The 2003 Plan provided for the granting of both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and nonqualified stock options, which do not so qualify. The exercise price per share may be no less than (i) 100% of the fair market value of the common stock on the date an option is granted for incentive stock options and (ii) 85% of the fair market value of the common stock on the date an option is granted for nonqualified stock options. However, the shares which remained available for issuance under such plan as of November 12, 2008 are no longer available for issuance and all future equity awards will be pursuant to the 2008 Long Term Incentive Compensation Plan (the “2008 Plan”) described below.

On August 20, 2008, the Company’s Board of Directors adopted and approved the 2008 Plan. On November 12, 2008, the Company’s shareholders approved the 2008 Plan. The 2008 Plan permits the Company to issue stock options (incentive and/or non‑qualified), stock appreciation rights (“SARs”), restricted stock, phantom stock units (“PSUs”) and other equity and cash awards to employees. Non‑ employee directors are eligible to receive all such awards, other than incentive stock options. On June 9, 2011, the Company’s shareholders approved an amendment to the 2008 Plan to increase the aggregate number of shares of common stock that may be issued by 2,350,000 to 9,250,000, and on June 12, 2014 the Company’s shareholders approved an amendment to increase the aggregate number of shares of common stock that may be issued from 9,250,000 to 16,350,000. Awards of stock options and stock appreciation rights will be counted against the 16,350,000 limit as one share of common stock for each share granted. However, each share awarded in the form of restricted stock, or any other full value stock award, will be counted as issuing 2.44 shares of common stock for purposes of determining the number of shares available for issuance under the plan. Any awards that are not settled in shares of common stock shall not count against this limit. At December 31, 2017, there were 1,436,348 shares available for future grants under the 2008 Plan.

On February 9, 2016, the Company’s Compensation Committee of the Board of Directors adopted a Performance Share Program (the “Performance Share Program”) pursuant to the 2008 Plan, which contains performance‑based vesting for a meaningful portion of restricted stock awards. The Performance Share Program was adopted to provide key executives with equity‑based compensation tied directly to Company performance to further align their interests with those of shareholders, and to provide compensation only if the designated performance goal is met for the applicable performance period. The Company’s named executive officers and other key executives are eligible to participate in the Performance Share Program. An aggregate of 172,245 and 189,085 performance shares were awarded on February 17, 2017 and February 9, 2016, respectively, with each award having a three-year award period consisting of three one-year performance periods and a three-year service period. The performance goal for each performance period will be an adjusted EBITDA goal established for each one-year performance period. The awards will potentially be earned between 0% and 150% of the shares awarded in one-third increments depending on achievement of the annual performance goals, but remain subject to vesting for the full three-year service term.

At December 31, 2017, the adjusted EBITDA target for the third tranche of the 2016 performance awards and the second and third tranches of the 2017 performance awards were not yet established and therefore the Company concluded a grant date has not occurred under ASC 718. Stock based compensation expense will be measured for each tranche based on the fair value of the restricted stock awards using Penn’s closing stock price on the grant date since all key terms for the specific tranche were established and mutually understood by the Company and the individuals receiving the awards. At each reporting period, accruals of stock based compensation expense are based on the probable outcome of the performance condition.

Stock options that expire between July 8, 2018 and August 7, 2024, have been granted to officers, directors, employees, and predecessor employees to purchase common stock at prices ranging from $6.96 to $20.75 per share. All options were granted at the fair market value of the common stock on the date the options were granted (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 as well as lapses of forfeiture of restrictions on restricted stock.

The following table contains information on stock options issued under the plans for the year ended December 31, 2017:


				Weighted-
				Average
				Remaining	Aggregate
	Number of Option	Weighted-Average		Contractual	Intrinsic Value
	Shares	Exercise Price		Term (in years)	(in thousands)
Outstanding at December 31, 2016	6,326,593	$	11.17
Granted	1,486,790		14.26
Exercised	(1,226,345)		8.81
Canceled	(35,724)		14.38
Outstanding at December 31, 2017	6,551,314	$	12.29	3.98	$	124,709

The weighted‑average grant‑date fair value of options granted during the years ended December 31, 2017 and 2016 were $4.48 and $3.97, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2017, 2016, and 2015 was $15.8 million, $10.3 million, and $19.5 million, respectively. At December 31, 2017, there were 3,106,177 shares that were exercisable, with a weighted‑average exercise price of $10.94, a weighted‑average remaining contractual term of 2.67 years, and an aggregate intrinsic value of $63.3 million.

The following table summarizes information about stock options outstanding at December 31, 2017:


	Exercise Price Range						Total
	$6.96 to		$11.12 to		$16.59 to		$6.96 to
	$10.41		$16.02		$20.75		$20.75
Outstanding options
Number outstanding		1,178,054		5,283,711		89,549		6,551,314
Weighted-average remaining contractual life (years)		0.77		4.67		5.48		3.98
Weighted-average exercise price	$	8.16	$	13.11	$	18.36	$	12.29
Exercisable options
Number outstanding		1,176,804		1,915,712		13,661		3,106,177
Weighted-average exercise price	$	8.16	$	12.60	$	16.59	$	10.94

The following table contains information on restricted stock awards issued under the plans for the year ended December 31, 2017:


		Number of Award
		Shares
Outstanding at December 31, 2016		175,886
Awarded		176,865
Released		(68,257)
Canceled		(16,839)
Outstanding at December 31, 2017		267,655

Stock-based compensation expenses for the years ended December 31, 2017, 2016 and 2015 totaled $7.8 million, $6.9 million and $8.2 million, respectively, and are included within the consolidated statements of operations under general and administrative expense.

At December 31, 2017, 2016 and 2015, the total compensation cost related to nonvested awards not yet recognized equaled $12.2 million, $11.6 million and $11.2 million, respectively, including $9.8 million, $9.9 million and $8.8 million for stock options, respectively, and $2.4 million, $1.7 million and $2.4 million for restricted stock, respectively. This cost is expected to be recognized over the remaining vesting periods, which will not exceed four years.

The Company’s PSUs, which vest over a period of three to four years, entitle employees and directors to receive cash based on the fair value of the Company’s common stock on the vesting date. The PSUs 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 in accordance with ASC 718-30, “Compensation—Stock Compensation, Awards Classified as Liabilities.” The Company has a liability, which is included in accrued salaries and wages within the consolidated balance sheets, associated with its PSUs of $4.8 million and $5.6 million at December 31, 2017 and 2016, respectively.

For PSUs held by Penn employees and directors, there was $5.7 million of total unrecognized compensation cost at December 31, 2017 that will be recognized over the grants remaining weighted average vesting period of 2.36 years. For the years ended December 31, 2017, 2016 and 2015, the Company recognized $11.9 million, $8.5 million, and $14.1 million of compensation expense associated with these awards, respectively. The reason for the increase was primarily due to an increase in the stock price of Penn common stock during 2017. Amounts paid by the Company for the years ended December 31, 2017, 2016, and 2015 on these cash-settled awards totaled $12.7 million, $10.7 million, and $14.5 million, respectively.

For the Company’s SARs, the fair value of the SARs is calculated during each reporting period and estimated using the Black-Scholes option pricing model based on the various inputs discussed in Note 3. The Company’s SARs, which vest over a period of four years, are accounted for as liability awards since they will be settled in cash. The Company has a liability, which is included in accrued salaries and wages within the consolidated balance sheets, associated with its SARs of $24.0 million and $7.3 million at December 31, 2017 and 2016, respectively.

For SARs held by Penn employees, there was $17.5 million of total unrecognized compensation cost at December 31, 2017 that will be recognized over the awards remaining weighted average vesting period of 2.50 years. For the years ended December 31, 2017, 2016 and 2015, the Company recognized $21.9 million, $2.4 million and $5.1 million of compensation expense associated with these awards. The reason for the increase was primarily due to an increase in the stock price of Penn common stock during 2017. Amounts paid by the Company for the years ended December 31, 2017, 2016 and 2015 on these cash-settled awards totaled $6.2 million, $3.3 million and $3.4 million, respectively.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References + Details

Segment Information

12 Months Ended

Dec. 31, 2017

Segment Information

Segment Information

15.Segment Information

The following tables present certain information with respect to the Company’s segments. Intersegment revenues between the Company’s segments were not material in any of the periods presented below.


Year ended December 31,		2017		2016		2015
		(in thousands)
Net Revenues
Northeast	$	1,584,119	$	1,568,514	$	1,505,838
South/West		604,665		546,608		478,128
Midwest		907,493		877,567		833,455
Other (1)		51,693		41,691		20,937
Total Reportable Segment Net Revenues		3,147,970		3,034,380		2,838,358


Adjusted EBITDA
Northeast		501,271		489,070		456,599
South/West		135,324		128,569		128,850
Midwest		297,777		287,275		291,317
Other (1)		(88,426)		(61,085)		(80,417)
Total Reportable Segment Adjusted EBITDA		845,946		843,829		796,349

Other operating costs and other expenses (income)
Depreciation and amortization		267,062		271,214		259,461
Unconsolidated non-operating costs - Kansas JV		5,866		10,311		10,377
Interest expense		466,761		459,243		443,127
Interest income		(3,552)		(24,186)		(11,531)
Loss (gain) on disposal of assets		172		(2,471)		1,286
Impairment losses, provision for loan loss and unfunded loan commitments to the JIVDC		107,810		—		40,042
Insurance recoveries		(289)		(726)		—
Loss on early extinguishment of debt		23,963		—		—
Other		2,257		1,679		(5,872)
Contingent purchase price		(6,840)		1,277		(5,374)
Charge for stock compensation		7,780		6,871		8,223
Income before income taxes		(25,044)		120,617		56,610
Income taxes		(498,507)		11,307		55,924
Net income	$	473,463	$	109,310	$	686


	Northeast		South/West		Midwest		Other (1)		Total
	(in thousands)
Year ended December 31, 2017
Capital expenditures	$	22,632	$	42,025	$	29,827	$	4,777	$	99,261

Year ended December 31, 2016
Capital expenditures	$	30,677	$	30,458	$	30,921	$	5,189	$	97,245

Year ended December 31, 2015
Capital expenditures	$	155,413	$	16,805	$	22,679	$	4,343	$	199,240

Balance sheet at December 31, 2017
Total assets	$	821,649	$	794,274	$	1,070,204	$	2,548,685	$	5,234,812
Investment in and advances to unconsolidated affiliates		102		—		88,296		60,514		148,912
Goodwill		21,242		244,695		674,558		67,602		1,008,097
Other intangible assets, net		303,043		1,623		101,698		16,242		422,606

Balance sheet at December 31, 2016
Total assets	$	861,951	$	840,076	$	1,103,231	$	2,169,226	$	4,974,484
Investment in and advances to unconsolidated affiliates		76		—		93,768		62,332		156,176
Goodwill		21,242		223,586		673,889		70,968		989,685
Other intangible assets, net		303,043		1,133		101,488		29,830		435,494

(1)

Total assets include the real property assets under the Master Lease with GLPI. Net revenues and adjusted EBITDA relate to the Company’s stand-alone racing operations, namely Rosecroft Raceway, which the Company sold on July 31, 2016, Sanford Orlando Kennel Club and the Company’s joint venture interests in Texas and New Jersey (see Note 6 to the consolidated financial statements) which do not have gaming operations. Other also includes corporate overhead operations as well as Penn Interactive Ventures, which is a wholly-owned subsidiary that is pursuing the Company’s interactive gaming strategy.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Summarized Quarterly Data (Unaudited)

12 Months Ended

Dec. 31, 2017

Summarized Quarterly Data (Unaudited)

Summarized Quarterly Data (Unaudited)

16.Summarized Quarterly Data (Unaudited)

The following table summarizes the quarterly results of operations for the years ended December 31, 2017 and 2016:


	Fiscal Quarter
	First (1)		Second (1,2)		Third		Fourth
	(in thousands, except per share data)
2017
Net revenues	$	776,224	$	796,463	$	806,247	$	769,036
Income from operations		140,287		134,989		143,663		26,775
Net income (loss)		5,104		17,079		789,340		(338,060)
Earnings (loss) per common share:
Basic earnings (loss) per common share	$	0.06	$	0.19	$	8.68	$	(3.72)
Diluted earnings (loss) per common share	$	0.06	$	0.18	$	8.43	$	(3.72)

	Fiscal Quarter
	First		Second		Third (3)		Fourth (4)
	(in thousands, except per share data)
2016
Net revenues	$	756,451	$	769,422	$	765,597	$	742,910
Income from operations		140,531		149,337		139,300		113,848
Net income		23,708		34,035		46,535		5,032
Earnings per common share:
Basic earnings per common share	$	0.26	$	0.38	$	0.52	$	0.06
Diluted earnings per common share	$	0.26	$	0.37	$	0.51	$	0.05

(1)

On February 1, 2017 and June 1, 2017, the Company acquired DSG Amusement, Ltd. and Advantage Gaming LLC, respectively.

(2)

On May 1, 2017 the Company acquired 1st Jackpot and Resorts.

(3)

On August 1, 2016 the Company acquired Rocket Speed.

(4)

On October 3, 2016 and November 1, 2016 the Company acquired Slot Kings, LLC and Bell Gaming, LLC, respectively.

For the second, third and fourth quarters of 2017, the Company recorded a $5.6 million, $6.3 million, and $77.9 million of charges, respectively, for the Company’s loan and unfunded loan commitments to the JIVDC. In addition, the Company recorded a goodwill impairment charges of $18.0 million for Tropicana Las Vegas and Sanford Orlando Kennel Club in the third quarter of 2017.

In the third quarter of 2017, the Company determined that a valuation allowance was no longer required against its federal net deferred tax assets for the portion that will be realized. As a result, the Company released $766.2 million of its total valuation allowance due to the positive evidence outweighing the negative evidence. In the fourth quarter of 2017, the Company wrote-off $257.0 million of deferred tax assets due to the passage of the tax reform act in December of 2017. See Note 12 to the consolidated financial statements for more details.

During the first quarter of 2017, the Company recorded a $25.1 million loss on the early extinguishment of debt and finance charges related to the January 2017 refinancing. See Note 9 to the consolidated financial statements for more details.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2017
Related Party Transactions
Related Party Transactions	17.Related Party Transactions The Company currently leases executive office buildings in Wyomissing, Pennsylvania from affiliates of its Chairman of the Board of Directors. Rent expense for each of the years ended December 31, 2017, 2016 and 2015 amounted to $1.2 million, respectively. The leases for the office space expire in May 2019 and August 2024. The future minimum lease commitments relating to these leases at December 31, 2017 are $4.5 million.

Fair Value Measurements

12 Months Ended

Dec. 31, 2017

Fair Value Measurements

Fair Value Measurements

18.Fair Value Measurements

ASC 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:

Cash and cash equivalents

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

Loan to the JIVDC

The fair value of the Company’s loan to the JIVDC was based on the present value of the projected future cash flows discounted at 14%, which we believe approximates the return a market participant would require. Since the projections are based on management’s internal projections, the Company concluded that this instrument should be classified as a Level 3 measurement. See Note 5 to the consolidated financial statements for further details, including how the loans carrying amount was determined.

Long-term debt

The fair value of the Company’s Term Loan A and B components of its senior secured credit facility and senior unsecured notes is estimated based on quoted prices in active markets and as such is a Level 1 measurement. The fair value of the remainder of the Company’s senior secured credit facility approximates its carrying value as it is revolving, variable rate debt and as such is a Level 2 measurement.

Other long term obligations at December 31, 2017 include the relocation fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course, and the repayment obligation of a hotel and event center located near Hollywood Casino Lawrenceburg. The fair value of the relocation fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course and the repayment obligation for the hotel and event center are estimated based on rates consistent with the Company’s credit rating for comparable terms and debt instruments and as such are Level 2 measurements.

Other Liabilities

Other liabilities at December 31, 2017 include the contingent purchase price consideration related to the purchase of Plainridge Racecourse. The fair value of the Company’s contingent purchase price consideration related to its Plainridge Racecourse acquisition is estimated based on an income approach using a discounted cash flow model and as such is a Level 3 measurement. During the three months ended September 30, 2017, Penn Interactive Ventures reached an agreement with the former owners of Rocket Speed to buy out the contingent purchase price obligation which resulted in a $22.2 million benefit to general and administrative expense. At each reporting period, the Company assesses the fair value of its contingent purchase price obligations and changes in its value are recorded in earnings. The amount included in general and administrative expenses related to the change in fair value of these obligations resulted in a reduction of $6.8 million for the year ended December 31, 2017 compared to a charge of $1.3 million for the year ended December 31, 2016.

The carrying amounts and estimated fair values by input level of the Company’s financial instruments during the years ended December 31, 2017 and 2016 are as follows (in thousands):


	December 31, 2017
	Carrying
	Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	277,953	$	277,953	$	277,953	$	—	$	—
Loan to the JIVDC		20,900		16,533		—		—		16,533
Financial liabilities:
Long-term debt
Senior secured credit facility		730,787		760,456		760,456		—		—
Senior unsecured notes		399,249		412,000		412,000		—		—
Other long-term obligations		119,310		113,460		—		113,460		—
Other liabilities		22,696		22,696		—		—		22,696


	December 31, 2016
	Carrying
	Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	229,510	$	229,510	$	229,510	$	—	$	—
Loan to the JIVDC		92,100		98,000		—		—		98,000
Financial liabilities:
Long-term debt
Senior secured credit facility		962,703		976,092		785,092		191,000		—
Senior unsecured notes		296,895		312,000		312,000		—		—
Other long-term obligations		154,084		152,132		—		152,132		—
Other liabilities		48,244		48,244		—		—		48,244

The following table summarizes the changes in fair value of the Company’s Level 3 liabilities (in thousands):


	Other Liabilities
	Contingent
	Purchase Price

Balance at January 1, 2015	$	19,189
Included in earnings		(5,374)
Balance at December 31, 2015	$	13,815
Additions		34,945
Payments		(1,793)
Included in earnings		1,277
Balance at December 31, 2016	$	48,244
Additions		905
Payments		(19,613)
Included in earnings		(6,840)
Balance at December 31, 2017	$	22,696

The following table summarizes the significant unobservable inputs used in calculating fair value for our Level 3 liabilities:


	Valuation	Unobservable
	Technique	Input	Discount Rate
Contingent purchase price - Plainridge	Discounted cash flow	Discount rate	8.30	%

The following table sets forth the assets measured at fair value on a non-recurring basis during the year ended December 31, 2017 (in thousands):

Total Reduction in

Balance at

Fair Value

Balance

December 31,

Recorded during

Sheet

2017

the year ended

Location

Level 1

Level 2

Level 3

Total

December 31, 2017,

Assets:

Goodwill

—

598

(18,026)

Goodwill

The valuation technique used to measure the fair value of goodwill and intangible assets was the income approach. See Note 3 to the consolidated financial statements for a description of the inputs and the information used to develop the inputs in calculating the fair value measurements of goodwill and indefinite-life intangible assets.

The Company’s goodwill was tested for impairment during the third quarter (before the next annual impairment test date of October 1, 2017) due to a significant deferred tax valuation allowance reversal which resulted in an increase to the carrying amounts of some of its reporting units, and, as such, was determined to be a triggering event. In accordance with ASC 805 “Business Combinations,” the Company’s allocation of the purchase price for Tropicana Las Vegas, which was acquired in August 2015, included a significant amount of net operating losses (“NOL’s”). The Company did not record deferred tax assets (“DTA”) of approximately $68 million at the acquisition date due to the recognition of a full valuation allowance at that time. The Company’s purchase price allocation resulted in goodwill of $14.8 million being created which would not have been recorded if we had been able to recognize a deferred tax asset. As of September 30, 2017, Tropicana Las Vegas failed the quantitative goodwill impairment test as we determined its fair value was less than its carrying value. As a result, the Company determined that the goodwill for the Tropicana Las Vegas reporting unit was fully impaired and recorded an impairment charge of $14.8 million within our South/West segment. Additionally, the Company’s Sanford Orlando Kennel Club reporting unit within our Other category failed the quantitative goodwill impairment test as of September 30, 2017, and, as such, a partial impairment charge of $3.2 million was recorded.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all cash balances and highly‑liquid investments with original maturities of three months or less 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.

Property and Equipment

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


Land improvements	15	years
Building and improvements	5 to 31	years
Furniture, fixtures, and equipment	3 to 31	years

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

Goodwill and Other Intangible Assets

Theoretical construction costs and duration;

Pre‑opening expenses; and

Discounting that reflects the level of risk associated with receiving future cash flows attributable to the license.

Financing Obligation with GLPI

Debt Issuance Costs

Self-Insurance Reserves

Contingent Purchase Price

Income Taxes

Revenue Recognition and Promotional Allowances

The amounts included in promotional allowances for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):


Year ended December 31,	2017		2016		2015
Rooms	$	41,213	$	39,352	$	34,708
Food and beverage		133,104		126,438		111,144
Other		9,179		8,871		9,135
Total promotional allowances	$	183,496	$	174,661	$	154,987

The estimated cost of providing such complimentary services for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):


Year ended December 31,	2017		2016		2015
Rooms	$	5,826	$	5,291	$	4,199
Food and beverage		51,460		48,497		44,012
Other		3,437		3,518		3,582
Total cost of complimentary services	$	60,723	$	57,306	$	51,793

Player Loyalty Programs

Gaming and Racing Taxes

Payments related to the Master Lease

Earnings Per Share

The following table sets forth the allocation of net income for the years ended December 31, 2017, 2016 and 2015 under the two class method:


Year ended December 31,	2017		2016		2015
	(in thousands)
Net income	$	473,463	$	109,310	$	686
Net income applicable to preferred stock		—		8,662		67
Net income applicable to common stock	$	473,463	$	100,648	$	619


Year ended December 31,	2017	2016	2015
	(in thousands)
Determination of shares:
Weighted-average common shares outstanding	90,854	82,929	80,003
Assumed conversion of dilutive employee stock-based awards	2,431	1,299	2,217
Assumed conversion of restricted stock	93	42	60
Diluted weighted-average common share outstanding before participating security	93,378	84,270	82,280
Assumed conversion of preferred stock	—	7,137	8,624
Diluted weighted-average common shares outstanding	93,378	91,407	90,904

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the years ended December 31, 2017, 2016 and 2015 (in thousands, except per share data):


Year ended December 31,	2017		2016		2015
Calculation of basic EPS:
Net income applicable to common stock	$	473,463	$	100,648	$	619
Weighted-average common shares outstanding		90,854		82,929		80,003
Basic EPS	$	5.21	$	1.21	$	0.01
Calculation of diluted EPS using two class method:
Net income applicable to common stock	$	473,463	$	100,648	$	619
Diluted weighted-average common shares outstanding before participating security		93,378		84,270		82,280
Diluted EPS	$	5.07	$	1.19	$	0.01

Stock-Based Compensation

Stock‑Based Compensation

The following are the weighted‑average assumptions used in the Black‑Scholes option‑pricing model for the years ended December 31, 2017, 2016 and 2015:


Year ended December 31,	2017		2016		2015
Risk-free interest rate	1.97	%	1.20	%	1.54	%
Expected volatility	30.66	%	31.23	%	36.68	%
Dividend yield	—		—		—
Weighted-average expected life (years)	5.30		5.40		5.45

Segment Information

See Note 15 to the consolidated financial statements for further information with respect to the Company’s segments.

Statements of Cash Flows

The Company has presented the consolidated statements of cash flows using the indirect method, which involves the reconciliation of net income to net cash flow from operating activities.

Acquisitions

Variable Interest Entities

Certain Risks and Uncertainties

Other Comprehensive Income

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Significant Accounting Policies

Schedule of the estimated useful lives of property and equipment


Land improvements	15	years
Building and improvements	5 to 31	years
Furniture, fixtures, and equipment	3 to 31	years

Schedule of promotional allowances

The amounts included in promotional allowances for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):


Year ended December 31,	2017		2016		2015
Rooms	$	41,213	$	39,352	$	34,708
Food and beverage		133,104		126,438		111,144
Other		9,179		8,871		9,135
Total promotional allowances	$	183,496	$	174,661	$	154,987

Schedule of estimated cost of providing complimentary services

The estimated cost of providing such complimentary services for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):


Year ended December 31,	2017		2016		2015
Rooms	$	5,826	$	5,291	$	4,199
Food and beverage		51,460		48,497		44,012
Other		3,437		3,518		3,582
Total cost of complimentary services	$	60,723	$	57,306	$	51,793

Schedule of allocation of net income attributable to shareholders under the two-class method


Year ended December 31,	2017		2016		2015
	(in thousands)
Net income	$	473,463	$	109,310	$	686
Net income applicable to preferred stock		—		8,662		67
Net income applicable to common stock	$	473,463	$	100,648	$	619

Schedule of reconciliation of 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


Year ended December 31,	2017	2016	2015
	(in thousands)
Determination of shares:
Weighted-average common shares outstanding	90,854	82,929	80,003
Assumed conversion of dilutive employee stock-based awards	2,431	1,299	2,217
Assumed conversion of restricted stock	93	42	60
Diluted weighted-average common share outstanding before participating security	93,378	84,270	82,280
Assumed conversion of preferred stock	—	7,137	8,624
Diluted weighted-average common shares outstanding	93,378	91,407	90,904

Schedule of calculation of basic and diluted EPS for the entity's common stock

The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the years ended December 31, 2017, 2016 and 2015 (in thousands, except per share data):


Year ended December 31,	2017		2016		2015
Calculation of basic EPS:
Net income applicable to common stock	$	473,463	$	100,648	$	619
Weighted-average common shares outstanding		90,854		82,929		80,003
Basic EPS	$	5.21	$	1.21	$	0.01
Calculation of diluted EPS using two class method:
Net income applicable to common stock	$	473,463	$	100,648	$	619
Diluted weighted-average common shares outstanding before participating security		93,378		84,270		82,280
Diluted EPS	$	5.07	$	1.19	$	0.01

Weighted-average assumptions used in Black-Scholes option pricing model


Year ended December 31,	2017		2016		2015
Risk-free interest rate	1.97	%	1.20	%	1.54	%
Expected volatility	30.66	%	31.23	%	36.68	%
Dividend yield	—		—		—
Weighted-average expected life (years)	5.30		5.40		5.45

Acquisitions and Other Recent Business Ventures (Tables)

12 Months Ended

Dec. 31, 2017

Schedule of Pro Forma Financial Information


Year ended December 31,	2015
Net Revenues	$	3,154,848
Income from continuing operations		540,992

Schedule of allowance for loan losses and reserve for unfunded loan commitments


		Allowance		Reserve for unfunded
		for loan loss		loan commitments (1)

Balance at January 1, 2017	$	-	$		-
Provisions		64,052			21,996
Balance at December 31, 2017	$	64,052	$		21,996

(1) Amount is reflected in other non-current liabilities on the Consolidated Balance Sheets

First Jackpot and Resorts

Schedule of estimated fair values of assets acquired and liabilities assumed as of the acquisition date


		May 1, 2017

Cash		$ 6,725
Other current assets		2,735
Property and equipment - non-master lease		8,368
Property and equipment - master lease		82,603
Goodwill		35,929
Other intangible assets		851
Total Assets		$ 137,211

Current portion of financing obligation		$ 1,968
Accrued expenses		2,931
Accrued salaries and wages		3,256
Other current liabilities		1,448
Long-term financing obligation		80,635
Total liabilities		$ 90,238
Cash paid		46,973
Total consideration transferred		$ 137,211

Rocket Speed

Schedule of estimated fair values of assets acquired and liabilities assumed as of the acquisition date


		August 1, 2016

Current assets		$ 7,738
Fixed assets		235
Goodwill		67,164
Other intangible assets		35,383
Other assets		73
Total assets		$ 110,593

Current liabilities		$ 5,350
Deferred taxes		10,268
Other liabilities		100
Total liabilities		15,718
Cash paid		60,489
Contingent purchase price		34,386
Total consideration transferred		$ 110,593

Developed technology intangible		$ 17,969
User base intangible		11,563
Non-compete agreements intangible		5,851
Other intangible assets		$ 35,383

Tropicana Las Vegas

Schedule of estimated fair values of assets acquired and liabilities assumed as of the acquisition date


		August 25, 2015

Current assets		$ 15,966
Property and equipment, net		365,492
Goodwill		14,821
Other assets		4,553
Total assets		$ 400,832


Current liabilities		$ 25,755
Other liabilities		17,417
Total liabilities		43,172
Cash paid / total consideration transferred		357,660

Investment In and Advances to Unconsolidated Affiliates (Tables)

12 Months Ended

Dec. 31, 2017

Investment In and Advances to Unconsolidated Affiliates

Schedule of summary financial information for Kansas Entertainment for the comparative periods presented in the Company's consolidated balance sheets and consolidated statements of operations


	As of December 31,
	2017		2016		2015
Current assets	$	18,452	$	16,638	$	16,550
Noncurrent assets	$	165,801	$	176,050	$	195,010
Current liabilities	$	17,861	$	15,351	$	14,544


	For the twelve months ended December 31,
	2017		2016		2015
Net revenues	$	155,636	$	152,926	$	153,407
Operating expenses		114,681		121,006		122,828
Income from operations		40,955		31,920		30,579
Net income	$	40,955	$	31,920	$	30,579

Net income attributable to Penn	$	20,478	$	15,960	$	15,290

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2017

Property and Equipment

Schedule of property and equipment, net


	December 31,		December 31,
	2017		2016
	(in thousands)

Property and equipment - non-master lease
Land and improvements	$	294,695	$	294,590
Building and improvements		429,015		404,158
Furniture, fixtures and equipment		1,385,889		1,355,615
Leasehold improvements		130,801		118,940
Construction in progress		15,617		16,375
		2,256,017		2,189,678
Less Accumulated depreciation		(1,345,147)		(1,224,596)
		910,870		965,082
Property and equipment - master lease
Land and improvements		424,700		382,246
Building and improvements		2,258,577		2,219,018
		2,683,277		2,601,264
Less accumulated depreciation		(837,478)		(745,963)
		1,845,799		1,855,301
Property and equipment, net	$	2,756,669	$	2,820,383

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2017

Intangible Assets

Reconciliation of goodwill and accumulated goodwill impairment losses

A reconciliation of goodwill and accumulated goodwill impairment losses is as follows (in thousands):


Balance at December 31, 2015
Goodwill	$	2,175,507
Accumulated goodwill impairment losses		(1,263,565)
Goodwill, net	$	911,942
Goodwill acquired		77,743
Balance at December 31, 2016:
Goodwill	$	2,253,250
Accumulated goodwill impairment losses		(1,263,565)
Goodwill, net	$	989,685
Goodwill acquired		36,598
Goodwill impairment losses		(18,026)
Other		(160)
Balance at December 31, 2017:
Goodwill	$	2,289,848
Accumulated goodwill impairment losses		(1,281,751)
Goodwill, net	$	1,008,097

Schedule of gross carrying value, accumulated amortization, and net book value of each major class of other intangible assets


	December 31, 2017						December 31, 2016
	(in thousands)
	Gross						Gross
	Carrying		Accumulated		Net Book		Carrying		Accumulated		Net Book
	Value		Amortization		Value		Value		Amortization		Value
Indefinite-life intangible assets	$	375,405	$	—	$	375,405	$	375,405	$	—	$	375,405
Other intangible assets		131,483		84,282		47,201		125,584		65,495		60,089
Total	$	506,888	$	84,282	$	422,606	$	500,989	$	65,495	$	435,494

Schedule of expected intangible asset amortization expense

The following table presents expected intangible asset amortization expense based on existing intangible assets at December 31, 2017 (in thousands):


2018	$	13,614
2019		8,505
2020		5,844
2021		3,599
2022		3,596
Thereafter		12,043
Total	$	47,201

Schedule of remaining goodwill and other intangible assets by reporting unit

The Company’s remaining goodwill and other intangible assets by reporting unit at December 31, 2017 is shown below (in thousands):


			Total Intangible
Reporting Unit	Goodwill		Assets
Hollywood Casino St. Louis	$	205,783	$	58,418
Hollywood Casino Aurora		207,207		—
Argosy Casino Riverside		154,332		4,964
Zia Park Casino		142,359		—
Hollywood Gaming at Dayton Raceway		15,339		110,436
Hollywood Gaming at Mahoning Valley Race Course		—		125,000
Penn Interactive Ventures		67,004		15,968
Hollywood Casino at Penn National Race Course		1,497		67,607
Prairie State Gaming		34,185		30,031
Hollywood Casino Lawrenceburg		63,189		—
Hollywood Casino Tunica		44,042		—
1st Jackpot Casino		35,929		567
Boomtown Biloxi		22,365		—
Argosy Casino Alton		9,863		8,285
Plainridge Park Casino		3,052		—
Hollywood Casino at Charles Town Races		1,354		—
Others		597		1,330
Total	$	1,008,097	$	422,606

Long-term Debt (Tables)

12 Months Ended

Dec. 31, 2017

Long-term Debt

Schedule of long-term debt, net of current maturities


	December 31,		December 31,
	2017		2016
	(in thousands)

Senior secured credit facility	$	760,000	$	976,845
$300 million 5.875% senior unsecured notes due November 1, 2021		—		300,000
$400 million 5.625% senior unsecured notes due January 15, 2027		400,000		—
Other long-term obligations		119,310		154,084
Capital leases		891		1,760
		1,280,201		1,432,689
Less current maturities of long-term debt		(35,612)		(85,595)
Less discount on senior secured credit facility Term Loan B		(2,558)		(620)
Less debt issuance costs		(27,406)		(16,535)
	$	1,214,625	$	1,329,939

Schedule of future minimum repayments of long-term debt

The following is a schedule of future minimum repayments of long-term debt as of December 31, 2017 (in thousands):


2018	$	35,612
2019		41,132
2020		49,324
2021		51,994
2022		217,828
Thereafter		884,311
Total minimum payments	$	1,280,201

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=64930739&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

+ Details

Master Lease Financing Obligation (Tables)

12 Months Ended

Dec. 31, 2017

Master Lease Financing Obligation

Schedule of future minimum payments related to the Master Lease financing obligation with GLPI

The future minimum payments related to the Master Lease financing obligation with GLPI, at December 31, 2017 are as follows (in thousands):


2018	$	387,456
2019		332,259
2020		332,259
2021		332,259
2022		332,259
Thereafter		8,583,363
Total minimum payments		10,299,855
Less amounts representing interest		(7,148,946)
Plus residual values		387,912
Present value of future minimum payments		3,538,821
Less current portion of financing obligation		(56,248)
Long-term portion of financing obligation	$	3,482,573

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies

Future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases

The future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases at December 31, 2017 are as follows (in thousands):


Year ending December 31,	Total
2018	$	8,609
2019		6,387
2020		4,692
2021		4,026
2022		3,504
Thereafter		60,517
Total	$	87,735

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Income Taxes

Components of the Company's deferred tax assets and liabilities


	2017		2016
	(in thousands)
Deferred tax assets:
Stock-based compensation expense	$	15,038	$	17,773
Accrued expenses		39,474		64,175
Loan to the JIVDC		26,237		2,268
Financing obligation to GLPI		900,311		1,359,193
Unrecognized tax benefits		6,565		9,377
Net operating losses and tax credit carryforwards		59,842		78,021
Gross deferred tax assets		1,047,467		1,530,807
Less valuation allowance		(113,699)		(828,501)
Net deferred tax assets		933,768		702,306
Deferred tax liabilities:
Property, plant and equipment, non-master lease		(33,148)		(69,151)
Property, plant and equipment, master lease		(469,363)		(717,602)
Investments in unconsolidated affiliates		(1,218)		(1,383)
Undistributed foreign earnings		(2,061)		(8,596)
Intangibles		(37,035)		(32,498)
Net deferred tax liabilities		(542,825)		(829,230)
Noncurrent deferred tax assets/(liabilities), net	$	390,943	$	(126,924)

Schedule of domestic and foreign components of income before tax expense


Year ended December 31,	2017	2016	2015

Domestic	(29,538)	116,693	54,443
Foreign	4,494	3,924	2,167
Total	(25,044)	120,617	56,610

Schedule of the provision for income taxes charged to operations


Year ended December 31,	2017		2016		2015
	(in thousands)
Current tax expense (benefit)
Federal	$	16,318	$	8,721	$	(5,158)
State		6,062		3,489		133
Foreign		(2,981)		(9,639)		3,713
Total current		19,399		2,571		(1,312)
Deferred tax (benefit) expense
Federal		(480,712)		4,701		51,817
State		(39,255)		3,279		5,419
Foreign		2,061		756		—
Total deferred		(517,906)		8,736		57,236
Total income tax (benefit) provision	$	(498,507)	$	11,307	$	55,924

Reconciliation of the statutory federal income tax rate to the actual effective income tax rate


Year ended December 31,	2017		2016		2015
Percent of pretax income
Federal statutory rate	35.0	%	35.0	%	35.0	%
State and local income taxes - net of federal benefits	6.3	%	1.2	%	6.1	%
Nondeductible expenses	(16.0)	%	0.3	%	3.0	%
Goodwill impairment	(20.5)	%	—	%	—	%
Compensation	29.5	%	(1.5)	%	2.8	%
Contingent liability settlement	22.9	%	0.6	%	—	%
Foreign	11.3	%	(8.5)	%	5.2	%
Valuation allowance	2,962.3	%	(17.1)	%	55.3	%
Federal tax reform enactment - deferred rate change	(1,043.5)	%	—	%	—	%
Other miscellaneous items	3.3	%	(0.6)	%	(8.6)	%
Total effective tax rate	1,990.6	%	9.4	%	98.8	%

The income tax (benefit)/expense differs from the federal statutory amount because the effect of the items detailed in the table below.


Year ended December 31,	2017		2016		2015
	(in thousands)
Amount of pretax income
Federal statutory rate	$	(8,765)	$	42,216	$	19,814
State and local income taxes - net of federal benefits		(1,567)		1,498		3,435
Nondeductible expenses		4,018		371		1,717
Goodwill impairment		5,131		—		—
Compensation		(7,376)		(1,817)		1,559
Contingent liability settlement		(5,740)		756		—
Foreign		(2,840)		(10,268)		2,955
Valuation allowance		(741,872)		(20,675)		31,288
Federal tax reform enactment - deferred rate change		261,329		—		—
Other miscellaneous items		(825)		(774)		(4,844)
Total income tax provision	$	(498,507)	$	11,307	$	55,924

Reconciliation of liability for unrecognized tax benefits


	Unrecognized
	tax benefits
	(in thousands)
Unrecognized tax benefits	$	33,569
Cumulative advance deposits on account		(31,371)
Balance at December 31, 2015	$	2,198

Additions based on current year positions		—
Additions based on prior year positions		3,749
Decreases due to settlements and/or reduction in reserves		(9,091)
Currency translation adjustments		2,565
Settlement payments		(4,000)
Unrecognized tax benefits at December 31, 2016	$	26,792

Additions based on current year positions		2,979
Additions based on prior year positions		2,836
Decreases due to settlements and/or reduction in reserves		(1,322)
Currency translation adjustments		(119)
Settlement payments		(216)
Unrecognized tax benefits at December 31, 2017	$	30,950

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2017

Stock-Based Compensation

Information on stock options issued under the plans


				Weighted-
				Average
				Remaining	Aggregate
	Number of Option	Weighted-Average		Contractual	Intrinsic Value
	Shares	Exercise Price		Term (in years)	(in thousands)
Outstanding at December 31, 2016	6,326,593	$	11.17
Granted	1,486,790		14.26
Exercised	(1,226,345)		8.81
Canceled	(35,724)		14.38
Outstanding at December 31, 2017	6,551,314	$	12.29	3.98	$	124,709

Information about stock options outstanding, by exercise price range


	Exercise Price Range						Total
	$6.96 to		$11.12 to		$16.59 to		$6.96 to
	$10.41		$16.02		$20.75		$20.75
Outstanding options
Number outstanding		1,178,054		5,283,711		89,549		6,551,314
Weighted-average remaining contractual life (years)		0.77		4.67		5.48		3.98
Weighted-average exercise price	$	8.16	$	13.11	$	18.36	$	12.29
Exercisable options
Number outstanding		1,176,804		1,915,712		13,661		3,106,177
Weighted-average exercise price	$	8.16	$	12.60	$	16.59	$	10.94

Information on restricted stock awards issued under the plans


		Number of Award
		Shares
Outstanding at December 31, 2016		175,886
Awarded		176,865
Released		(68,257)
Canceled		(16,839)
Outstanding at December 31, 2017		267,655

Segment Information (Tables)

12 Months Ended

Dec. 31, 2017

Segment Information

Schedule of information with respect to the Company's segments


Year ended December 31,		2017		2016		2015
		(in thousands)
Net Revenues
Northeast	$	1,584,119	$	1,568,514	$	1,505,838
South/West		604,665		546,608		478,128
Midwest		907,493		877,567		833,455
Other (1)		51,693		41,691		20,937
Total Reportable Segment Net Revenues		3,147,970		3,034,380		2,838,358


Adjusted EBITDA
Northeast		501,271		489,070		456,599
South/West		135,324		128,569		128,850
Midwest		297,777		287,275		291,317
Other (1)		(88,426)		(61,085)		(80,417)
Total Reportable Segment Adjusted EBITDA		845,946		843,829		796,349

Other operating costs and other expenses (income)
Depreciation and amortization		267,062		271,214		259,461
Unconsolidated non-operating costs - Kansas JV		5,866		10,311		10,377
Interest expense		466,761		459,243		443,127
Interest income		(3,552)		(24,186)		(11,531)
Loss (gain) on disposal of assets		172		(2,471)		1,286
Impairment losses, provision for loan loss and unfunded loan commitments to the JIVDC		107,810		—		40,042
Insurance recoveries		(289)		(726)		—
Loss on early extinguishment of debt		23,963		—		—
Other		2,257		1,679		(5,872)
Contingent purchase price		(6,840)		1,277		(5,374)
Charge for stock compensation		7,780		6,871		8,223
Income before income taxes		(25,044)		120,617		56,610
Income taxes		(498,507)		11,307		55,924
Net income	$	473,463	$	109,310	$	686


	Northeast		South/West		Midwest		Other (1)		Total
	(in thousands)
Year ended December 31, 2017
Capital expenditures	$	22,632	$	42,025	$	29,827	$	4,777	$	99,261

Year ended December 31, 2016
Capital expenditures	$	30,677	$	30,458	$	30,921	$	5,189	$	97,245

Year ended December 31, 2015
Capital expenditures	$	155,413	$	16,805	$	22,679	$	4,343	$	199,240

Balance sheet at December 31, 2017
Total assets	$	821,649	$	794,274	$	1,070,204	$	2,548,685	$	5,234,812
Investment in and advances to unconsolidated affiliates		102		—		88,296		60,514		148,912
Goodwill		21,242		244,695		674,558		67,602		1,008,097
Other intangible assets, net		303,043		1,623		101,698		16,242		422,606

Balance sheet at December 31, 2016
Total assets	$	861,951	$	840,076	$	1,103,231	$	2,169,226	$	4,974,484
Investment in and advances to unconsolidated affiliates		76		—		93,768		62,332		156,176
Goodwill		21,242		223,586		673,889		70,968		989,685
Other intangible assets, net		303,043		1,133		101,488		29,830		435,494

Summarized Quarterly Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2017

Summarized Quarterly Data (Unaudited)

Schedule of the quarterly results of operations

	Fiscal Quarter
	First (1)		Second (1,2)		Third		Fourth
	(in thousands, except per share data)
2017
Net revenues	$	776,224	$	796,463	$	806,247	$	769,036
Income from operations		140,287		134,989		143,663		26,775
Net income (loss)		5,104		17,079		789,340		(338,060)
Earnings (loss) per common share:
Basic earnings (loss) per common share	$	0.06	$	0.19	$	8.68	$	(3.72)
Diluted earnings (loss) per common share	$	0.06	$	0.18	$	8.43	$	(3.72)

	Fiscal Quarter
	First		Second		Third (3)		Fourth (4)
	(in thousands, except per share data)
2016
Net revenues	$	756,451	$	769,422	$	765,597	$	742,910
Income from operations		140,531		149,337		139,300		113,848
Net income		23,708		34,035		46,535		5,032
Earnings per common share:
Basic earnings per common share	$	0.26	$	0.38	$	0.52	$	0.06
Diluted earnings per common share	$	0.26	$	0.37	$	0.51	$	0.05

(1)

On February 1, 2017 and June 1, 2017, the Company acquired DSG Amusement, Ltd. and Advantage Gaming LLC, respectively.

(2)

On May 1, 2017 the Company acquired 1st Jackpot and Resorts.

(3)

On August 1, 2016 the Company acquired Rocket Speed.

On October 3, 2016 and November 1, 2016 the Company acquired Slot Kings, LLC and Bell Gaming, LLC, respectively.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2017

Fair Value Measurements

Schedule of carrying amount and estimated fair values of financial instruments


	December 31, 2017
	Carrying
	Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	277,953	$	277,953	$	277,953	$	—	$	—
Loan to the JIVDC		20,900		16,533		—		—		16,533
Financial liabilities:
Long-term debt
Senior secured credit facility		730,787		760,456		760,456		—		—
Senior unsecured notes		399,249		412,000		412,000		—		—
Other long-term obligations		119,310		113,460		—		113,460		—
Other liabilities		22,696		22,696		—		—		22,696


	December 31, 2016
	Carrying
	Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	229,510	$	229,510	$	229,510	$	—	$	—
Loan to the JIVDC		92,100		98,000		—		—		98,000
Financial liabilities:
Long-term debt
Senior secured credit facility		962,703		976,092		785,092		191,000		—
Senior unsecured notes		296,895		312,000		312,000		—		—
Other long-term obligations		154,084		152,132		—		152,132		—
Other liabilities		48,244		48,244		—		—		48,244

Summary of the changes in fair value of Level 3 liabilities

The following table summarizes the changes in fair value of the Company’s Level 3 liabilities (in thousands):


	Other Liabilities
	Contingent
	Purchase Price

Balance at January 1, 2015	$	19,189
Included in earnings		(5,374)
Balance at December 31, 2015	$	13,815
Additions		34,945
Payments		(1,793)
Included in earnings		1,277
Balance at December 31, 2016	$	48,244
Additions		905
Payments		(19,613)
Included in earnings		(6,840)
Balance at December 31, 2017	$	22,696

Summary of significant unobservable inputs used in calculating fair value Level 3 liabilities


	Valuation	Unobservable
	Technique	Input	Discount Rate
Contingent purchase price - Plainridge	Discounted cash flow	Discount rate	8.30	%

Schedule of the assets measured at fair value on a nonrecurring basis

The following table sets forth the assets measured at fair value on a non-recurring basis during the year ended December 31, 2017 (in thousands):

Total Reduction in

Balance at

Fair Value

Balance

December 31,

Recorded during

Sheet

2017

the year ended

Location

Level 1

Level 2

Level 3

Total

December 31, 2017,

Assets:

Goodwill

—

598

(18,026)

Business and Basis of Presentation (Details)	6 Months Ended	12 Months Ended	29 Months Ended
Business and Basis of Presentation (Details)	Jun. 30, 2017 item	Dec. 31, 2016 item	Sep. 30, 2014 item	Dec. 31, 2017 jurisdiction facility
Number of new gaming properties in Ohio			4
Number of facilities the entity owned, managed, or had ownership interests in \| facility				29
Number of jurisdictions in which the entity operates \| jurisdiction				17
Prairie State Gaming
Number of video gaming terminal route operators acquired	2	2

Summary of Significant Accounting Policies - Concentration of Risk (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Concentration of Credit Risk
Receivables	$ 62,805	$ 61,855
Receivables \| Credit Concentration Risk \| Casino Rama and Hollywood Casino Jamul-San Diego
Concentration of Credit Risk
Receivables	9,900	11,800
Receivables \| Credit Concentration Risk \| Hollywood Casino At Penn National Race Course
Concentration of Credit Risk
Receivables	5,500	4,000
Receivables \| Credit Concentration Risk \| Kansas Entertainment
Concentration of Credit Risk
Receivables	3,400	3,400
Receivables \| Credit Concentration Risk \| Approved casino marker customers
Concentration of Credit Risk
Receivables	3,700	4,400
Receivables \| Credit Concentration Risk \| West Virginia Lottery \| Hollywood Casino at Charles Town Races
Concentration of Credit Risk
Receivables	6,100	5,000
Receivables \| Credit Concentration Risk \| Customers receiving cash, credit card, and other advances
Concentration of Credit Risk
Receivables	13,900	10,800
Receivables \| Credit Concentration Risk \| Social casino game revenue platform providers
Concentration of Credit Risk
Receivables	$ 3,000	$ 3,200

Summary of Significant Accounting Policies - Finite-lived and Indefinite-lived Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Other Intangible Assets
Goodwill	$ 1,008,097	$ 989,685	$ 911,942
Other intangible assets, net	$ 422,606	$ 435,494
Land Improvements
Estimated useful lives of property and equipment
Useful lives	15 years
Building And Building Improvements \| Minimum
Estimated useful lives of property and equipment
Useful lives	5 years
Building And Building Improvements \| Maximum
Estimated useful lives of property and equipment
Useful lives	31 years
Furniture, Fixtures and Equipment \| Minimum
Estimated useful lives of property and equipment
Useful lives	3 years
Furniture, Fixtures and Equipment \| Maximum
Estimated useful lives of property and equipment
Useful lives	31 years

Summary of Significant Accounting Policies - Failed Spin-Off-Leaseback Financing Obligation (Details)	12 Months Ended
	Dec. 31, 2017
Master Lease Agreement
Capital Leased Assets
Lease term	35 years

Summary of Significant Accounting Policies -Revenue Recognition, Player Loyalty Programs, and Gaming and Racing Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Revenue Recognition and Promotional Allowances
Promotional allowances	$ 183,496	$ 174,661	$ 154,987
Cost of complimentary services	$ 60,723	57,306	51,793
Player Loyalty Programs
Marquee Rewards points expired after inactivity (in months)	6 months
Player loyalty liability recorded within accrued expenses on the consolidated balance sheets	$ 13,000	14,200
Gaming and Racing Taxes
Gaming expense	983,300	962,700	921,600
Rooms
Revenue Recognition and Promotional Allowances
Promotional allowances	41,213	39,352	34,708
Cost of complimentary services	5,826	5,291	4,199
Food And Beverage
Revenue Recognition and Promotional Allowances
Promotional allowances	133,104	126,438	111,144
Cost of complimentary services	51,460	48,497	44,012
Other
Revenue Recognition and Promotional Allowances
Promotional allowances	9,179	8,871	9,135
Cost of complimentary services	$ 3,437	$ 3,518	$ 3,582

Summary of Significant Accounting Policies - Payments Related to Master Lease (Details) $ in Millions						12 Months Ended
	Nov. 01, 2017 USD ($)	May 01, 2017 USD ($) facility	Nov. 01, 2016 USD ($)	Nov. 01, 2015 USD ($)	Nov. 01, 2013	Dec. 31, 2017 USD ($) facility Option	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Master Lease Agreement
Rental expense related to the master lease
Term of lease renewal options						5 years
Increase in annual rental expense		$ 9.0
Number of facilities added to the Master Lease \| facility		2
Increase in financing obligation		$ 82.6
Number of lease renewal options \| Option						4
Initial term of lease						15 years
Total payments under Master Lease						$ 455.4	$ 442.3	$ 437.0
Master Lease Agreement \| Facilities Held Under Leases
Rental expense related to the master lease
Number of real property assets associated with Company's gaming and related facilities \| facility						20
Minimum floor percentage of prospective adjustment based on facility performance					0.00%
Term of lease renewal options					5 years
Period over which capital lease component is adjusted					5 years
Adjustment to capital lease component as percentage of the average change to net revenues during preceding five years					4.00%
Adjustment to capital lease component as percentage of the average change to net revenues during preceding month					20.00%
Master Lease Agreement \| Facilities Held Under Leases \| Maximum
Rental expense related to the master lease
Annual escalator in fixed component of rent structure, if certain rent coverage ratio thresholds are met (as a percent)					2.00%
Master Lease Agreement And Argosy Casino Sioux City
Rental expense related to the master lease
Increase in annual rental expense	$ 2.4		$ 4.5	$ 5.0

Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Net income loss available to common stockholders
Net income (loss)	$ (338,060)	$ 789,340	$ 17,079	$ 5,104	$ 5,032	$ 46,535	$ 34,035	$ 23,708	$ 473,463	$ 109,310	$ 686
Net income applicable to preferred stock										8,662	67
Net income applicable to common stock									$ 473,463	$ 100,648	$ 619
Determination of shares:
Weighted-average common shares outstanding (in shares)									90,854,000	82,929,000	80,003,000
Assumed conversion of dilutive employee stock-based awards (in shares)									2,431,000	1,299,000	2,217,000
Assumed conversion of restricted stock (in shares)									93,000	42,000	60,000
Diluted weighted-average common shares outstanding before participating security									93,378,000	84,270,000	82,280,000
Assumed conversion of preferred stock (in shares)										7,137,000	8,624,000
Diluted weighted-average common shares outstanding (in shares)									93,378,000	91,407,000	90,904,000
Calculation of basic EPS:
Net income applicable to common stock									$ 473,463	$ 100,648	$ 619
Weighted-average common shares outstanding (in shares)									90,854,000	82,929,000	80,003,000
Basic EPS (in dollars per share)	$ (3.72)	$ 8.68	$ 0.19	$ 0.06	$ 0.06	$ 0.52	$ 0.38	$ 0.26	$ 5.21	$ 1.21	$ 0.01
Calculation of diluted EPS using two class method:
Net income applicable to common stock									$ 473,463	$ 100,648	$ 619
Diluted weighted-average common shares outstanding before participating security									93,378,000	84,270,000	82,280,000
Diluted EPS (in dollars per share)	$ (3.72)	$ 8.43	$ 0.18	$ 0.06	$ 0.05	$ 0.51	$ 0.37	$ 0.26	$ 5.07	$ 1.19	$ 0.01
Anti-dilutive securities, options to purchase shares outstanding									51,803	3,036,819	1,635,929
Series C Preferred Stock
Earnings Per Share
Number of shares converted										8,624
Preferred stock, shares outstanding	0				0				0	0
Conversion of preferred stock (in shares)										8,624,000

Summary of Significant Accounting Policies - Stock-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Stock-based compensation costs
Time period of historical volatility of stock used to estimate expected volatility	5 years 3 months 18 days
Weighted-average assumptions used in the Black-Scholes option-pricing model
Risk-free interest rate (as a percent)	1.97%	1.20%	1.54%
Expected volatility (as a percent)	30.66%	31.23%	36.68%
Dividend yield (as a percent)	0.00%	0.00%	0.00%
Weighted-average expected life	5 years 3 months 18 days	5 years 4 months 24 days	5 years 5 months 12 days

Summary of Significant Accounting Policies - Segment Information (Details) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017 USD ($)	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2017 USD ($) item	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Segment Information
Impact to income from operations \| $	$ 26,775	$ 143,663	$ 134,989	$ 140,287	$ 113,848	$ 139,300	$ 149,337	$ 140,531	$ 445,714	$ 543,016	$ 467,846
Certain Risks and Uncertainties
Total number of additional Category 4 gaming licenses authorized by Pennsylvania									10
Number of additional Category 4 gaming licenses authorized by Pennsylvania secured									1
Minimum
Certain Risks and Uncertainties
Number of slot machines in Category 4 facility									300
Maximum
Certain Risks and Uncertainties
Number of slot machines in Category 4 facility									750
Number of table games in Category 4 facility									40
Hollywood Casino at Charles Town Races \| Minimum
Segment Information
Percent of net revenue									10.00%
Kansas Entertainment
Segment Information
Ownership interest in joint venture (as a percent)	50.00%								50.00%
Other \| Maximum
Segment Information
Percent of net revenue									2.00%
Percent of income from operations									5.00%
Percent of total assets	2.00%								2.00%

New Accounting Pronouncements (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Jan. 01, 2017	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Jan. 01, 2018
New Accounting Pronouncements
Income tax benefit			$ 498,507	$ (11,307)	$ (55,924)
Increase in deferred asset valuation allowance		$ (766,200)	(714,800)
Net cash provided by (used in) operating activities			459,079	411,719	413,808
Net cash provided by (used in) financing activities			(189,028)	(339,930)	395,533
Retained earnings			(1,051,818)	(1,525,281)
Accrued expenses			125,688	101,906
Accounting Standards Update 2016-09
New Accounting Pronouncements
Income tax benefit			$ 6,300
Accounting Standards Update 2016-09 \| Adjustment
New Accounting Pronouncements
Increase in deferred tax assets	$ 15,400
Increase in deferred asset valuation allowance	$ 15,400
Net cash provided by (used in) operating activities				6,900	14,800
Net cash provided by (used in) financing activities				$ (6,900)	$ (14,800)
Accounting Standards Update 2014-09 \| Forecast Adjustment
New Accounting Pronouncements
Retained earnings						$ (11,400)
Accrued expenses						$ 11,400

Acquisitions and Other Recent Business Ventures - Pinnacle Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Potential acquisition
Proceeds from sale of real estate assets in capital lease financing transaction		$ 82,600
Forecast \| Gaming And Leisure Properties
Potential acquisition
Proceeds from the sale of real estate assets	$ 65,000
Forecast \| Boyd Gaming Corp
Potential acquisition
Proceeds from divestiture of acquired subsidiaries	575,000
Pinnacle \| Forecast
Potential acquisition
Total consideration	$ 2,800,000
Amount of cash per share to be transferred to shareholders of the acquired entity	$ 20.00
Number of common shares to be issued to the shareholders of the acquired entity for each share held	0.42
Master Lease Agreement \| Forecast \| Pinnacle
Potential acquisition
Incremental rent	$ 13,900
Plainridge Park Casino \| Forecast \| Gaming And Leisure Properties
Potential acquisition
Proceeds from sale of real estate assets in capital lease financing transaction	250,000
Plainridge Park Casino \| Master Lease Agreement \| Forecast
Potential acquisition
Fixed annual rent	$ 25,000

Acquisitions and Other Recent Business Ventures - Acquisitions (Details) $ in Thousands									3 Months Ended								4 Months Ended	12 Months Ended
	Jun. 01, 2017 USD ($)	May 01, 2017 USD ($)	Feb. 01, 2017 USD ($)	Nov. 01, 2016 USD ($)	Oct. 03, 2016 USD ($)	Aug. 01, 2016 USD ($)	Sep. 01, 2015 USD ($) item	Aug. 25, 2015 USD ($) ft² a item room	Dec. 31, 2017 USD ($)	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Jun. 01, 2017 USD ($) item	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Purchase price allocation
Goodwill									$ 1,008,097				$ 989,685					$ 1,008,097	$ 989,685	$ 911,942
Pro Forma Financial Information
Net Revenues, Pro Forma																				3,154,848
Income from continuing operations, Pro Forma																				540,992
Net revenues									$ 769,036	$ 806,247	$ 796,463	$ 776,224	742,910	$ 765,597	$ 769,422	$ 756,451		3,147,970	3,034,380	2,838,358
First Jackpot and Resorts
Purchase price allocation
Cash acquired		$ 6,725
Other current assets		2,735
Goodwill		35,929
Other intangible assets		851
Total assets		137,211
Current portion of financing obligation		1,968
Accrued expenses		2,931
Accrued salaries and wages		3,256
Other current liabilities		1,448
Long-term financing obligation		80,635
Total liabilities		90,238
Cash paid		46,973
Total consideration transferred		137,211
DSG and Advantage
Acquisitions
Number of businesses acquired \| item																	2
Purchase price allocation
Goodwill	$ 700																$ 700
DSG and Advantage \| Customer contracts
Purchase price allocation
Other intangible assets	$ 3,700																$ 3,700
DSG
Acquisitions
Interest acquired			100.00%
Purchase price allocation
Cash paid			$ 1,900
Advantage
Acquisitions
Interest acquired	100.00%																100.00%
Purchase price allocation
Cash paid	$ 2,100
Rocket Speed
Acquisitions
Interest acquired						100.00%
Period over which contingent consideration payments are due						2 years				2 years
Multiple applied to then-trailing 12 months of EBITDA to determine contingent consideration						6.25
Purchase price allocation
Cash acquired						$ 4,100
Current assets						7,738
Property and equipment, net						235
Goodwill						67,164
Other intangible assets						35,383
Other assets						73
Total assets						110,593
Current liabilities						5,350
Deferred taxes						10,268
Other liabilities						100
Total liabilities						15,718
Cash paid						60,489
Contingent purchase price consideration						34,386
Total consideration transferred						110,593
Pro Forma Financial Information
Net revenues																			17,300
Rocket Speed \| Maximum
Purchase price allocation
Contingent purchase price consideration						110,000
Rocket Speed \| Developed technology intangible
Purchase price allocation
Other intangible assets						$ 17,969
Assigned useful life						4 years
Rocket Speed \| User base intangible
Purchase price allocation
Other intangible assets						$ 11,563
Assigned useful life						2 years
Rocket Speed \| Non-compete agreements intangible
Purchase price allocation
Other intangible assets						$ 5,851
Assigned useful life						4 years
Slot Kings, LLC and Bell Gaming, LLC
Purchase price allocation
Goodwill				$ 10,500
Other intangible assets				$ 16,600
Slot Kings
Acquisitions
Interest acquired					100.00%
Purchase price allocation
Cash paid					$ 17,100
Bell Gaming
Acquisitions
Interest acquired				100.00%
Purchase price allocation
Cash paid				$ 10,800
Tropicana Las Vegas Hotel and Casino and Prairie State Gaming
Pro Forma Financial Information
Net revenues																				57,300
Income from continuing operations																				(3,000)
Tropicana Las Vegas Hotel And Casino
Acquisitions
Interest acquired								100.00%
Size of property where facility is located (in acres) \| a								35
Area of gaming space at facility (in square feet) \| ft²								1,183,984
Number of slot machines at facility \| item								775
Number of table games at facility \| item								36
Number of guestroom hotels at facility \| room								1,470
Number of full service restaurants \| item								3
Number of seats in performance theater \| item								1,200
Number of seats in a comedy club \| item								300
Area of exhibition and meeting space at facility (in square feet) \| ft²								100,000
Area of tropical beach event area and spa (in acres) \| a								5
Purchase price allocation
Cash acquired								$ 8,000
Current assets								15,966
Property and equipment, net								365,492
Goodwill								14,821
Other assets								4,553
Total assets								400,832
Current liabilities								25,755
Other liabilities								17,417
Total liabilities								43,172
Cash paid								357,660
Amount of cash used for acquisition funded from incremental credit commitments								$ 280,000
Prairie State Gaming
Acquisitions
Interest acquired							100.00%
Number of bar and retail gaming establishments with video gaming terminals \| item							270
Purchase price allocation
Goodwill							$ 22,900
Other intangible assets							$ 15,700
Prairie State Gaming \| Minimum
Acquisitions
Number of video gaming terminals \| item							1,100
Employee Retention Compensation \| Rocket Speed
Acquisitions
Period over which contingent consideration payments are due						2 years
Employee Retention Compensation \| Rocket Speed \| Maximum
Purchase price allocation
Contingent purchase price consideration						$ 10,000
Non-leased assets \| First Jackpot and Resorts
Purchase price allocation
Property and equipment, net		$ 8,368
Master lease assets \| First Jackpot and Resorts
Acquisitions
Useful lives		31 years
Increase in financing obligation		$ 82,600
Purchase price allocation
Property and equipment, net		$ 82,603
General and administrative expenses
Acquisitions
Transaction costs during the period																		$ 1,000
General and administrative expenses \| Rocket Speed
Acquisitions
Benefit resulting from the buy out of contingent purchase price consideration										$ 22,200
Pro Forma Financial Information
Transaction costs													$ 1,000						$ 1,000
General and administrative expenses \| Tropicana Las Vegas Hotel and Casino and Prairie State Gaming
Pro Forma Financial Information
Transaction costs																				$ 1,900

Acquisitions and Other Recent Business Ventures - Jamul Indian Village (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2015 USD ($)	Dec. 31, 2017 USD ($) ft² a floor item	Dec. 31, 2016 USD ($)	Oct. 20, 2016 USD ($)
Hollywood Casino Jamul - San Diego
Loans to the Jamul Tribe		$ 20,900	$ 91,401
Jamul Tribe
Acquisitions
Land owned (in acres) \| a		6
Hollywood Casino Jamul - San Diego
Number of stories at facility \| floor		3
Size of gaming floor at and entertainment facility (in square feet) \| ft²		200,000
Number of slot machines at facility \| item		1,731
Number of table games at facility \| item		40
Number of parking spaces \| item		1,800
Receivables - Loans and Debt Securities Acquired with Deteriorated Credit Quality
Loans receivable acquired, face amount	$ 60,000
Consideration for loans receivable acquired	$ 24,000
Loans receivable acquired, simple fixed interest per annum, percentage rate	4.25%
Loan repayment premium applied as new financing loan origination fee				$ 6,000

Acquisitions and Other Recent Business Ventures - Jamul Tribe Credit Facilities (Details) - Jamul Tribe $ in Millions	Oct. 20, 2016 USD ($)
Credit Facilities
Credit facilities
Credit facilities borrowing capacity	$ 460
Revolving credit facility - Commercial banks
Credit facilities
Credit facilities borrowing capacity	5
Term Loan B Facility
Credit facilities
Principal amount	340
Term Loan C Facility
Credit facilities
Principal amount	$ 98
Maximum \| Credit Facilities
Credit facilities
Senior secured net leverage ratio requirement	5.0
Maximum \| Delayed Draw Term Loan C Facility Commitments
Credit facilities
Credit facilities borrowing capacity	$ 15

Acquisitions and Other Recent Business Ventures - Financing Extended to Jamul Tribe (Details) - USD ($) $ in Thousands		3 Months Ended			12 Months Ended
	Oct. 20, 2016	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Loan Receivable
Advances repaid	$ 274,000					$ 341,864
Loans to the Jamul Tribe		$ 20,900			$ 20,900	91,401
Allowance for loan losses and unfunded loan commitments
Beginning balance, allowance for loan loss					0
Provisions					64,052
Ending balance, allowance for loan loss		64,052			64,052	0
Provisions					21,996
Ending balance, reserve for unfunded loan commitments		21,996			21,996
Loans to the Jamul Tribe
Loan Receivable
Financing loan receivable, unpaid principal balance					98,300	98,000
Loans to the Jamul Tribe		20,900			20,900	$ 92,100
Allowance for loan losses and unfunded loan commitments
Provision for estimated loan losses and unfunded loan commitments					86,000
Provisions		77,900	$ 6,300	$ 5,600
Charge for certain advances					3,800
Concentration of Risk, Maximum Amount of Loss \| Loans to the Jamul Tribe
Loan Receivable
Remaining exposure inclusive of future unfunded commitments		$ 27,900			$ 27,900
Term Loan C Facility \| Loans to the Jamul Tribe
Loan Receivable
Loans to the Jamul Tribe	98,000
Delayed Draw Term Loan C Facility Commitments \| Maximum
Loan Receivable
Additional borrowing capacity under the financing facility	$ 15,000
Subordinated Loans
Loan Receivable
Financing interest rate margin (as a percent)	14.00%
Portion of contract financing interest rate to be paid in cash (as a percent)	12.00%
Portion of contract interest rate to be paid-in-kind (as a percent)	2.00%
LIBOR \| Term Loan C Facility
Loan Receivable
Financing variable rate basis	LIBOR
Financing interest rate margin (as a percent)	8.50%
Financing interest rate margin - Rate two (as a percent)	7.50%
LIBOR \| Term Loan C Facility \| Minimum
Loan Receivable
Financing variable rate basis floor (as a percent)	1.00%
Prime Rate \| Term Loan C Facility
Loan Receivable
Financing variable rate basis	Prime rate
Financing interest rate margin - Rate two (as a percent)	7.50%
Federal Funds Effective Rate \| Term Loan C Facility
Loan Receivable
Financing variable rate basis	Federal funds effective rate
Financing interest rate margin - Rate two (as a percent)	7.50%
Jamul Tribe
Loan Receivable
Unamortized financing loan origination fee	$ 6,000
Advances repaid	$ 372,000

Acquisitions and Other Recent Business Ventures - Plainridge Racecourse Acquisition (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Acquisitions
Payments of contingent purchase price			$ 19,613	$ 1,807
Plainridge Racecourse
Acquisitions
Period over which contingent consideration payments are due			10 years
Period contingent purchase price consideration is due following first four fiscal quarters			60 days
Period for yearly contingent purchase price consideration payment after the first payment			9 years
Fair value of contingent purchase price consideration			$ 21,300	10,700	$ 13,800
Payments of contingent purchase price	$ 2,000	$ 1,800
General and administrative expenses \| Plainridge Racecourse
Acquisitions
Gain (loss) on change in long-term debt fair value			$ (12,500)	$ 1,300	$ 5,400

Investment In and Advances to Unconsolidated Affiliates (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017 USD ($) ft² item	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Business ventures
Investment in unconsolidated affiliates	$ 148,912	$ 156,176
Distributions from unconsolidated affiliates	26,450	26,300	$ 28,150
Summary financial information
Net income attributable to Penn	$ 18,671	14,337	14,488
Kansas Entertainment
Business ventures
Ownership interest in joint venture under agreement of sale (as a percent)	50.00%
Area of Casino (in square foot) \| ft²	244,791
Number of slot machines \| item	2,000
Number of table games \| item	41
Number of poker tables \| item	12
Number of space parking \| item	1,253
Investment in unconsolidated affiliates	$ 88,300	93,800
Distributions from unconsolidated affiliates	26,000	25,800	27,200
Summary financial information
Current assets	18,452	16,638	16,550
Noncurrent assets	165,801	176,050	195,010
Current liabilities	17,861	15,351	14,544
Net revenues	155,636	152,926	153,407
Operating expenses	114,681	121,006	122,828
Income from operations	40,955	31,920	30,579
Net income	40,955	31,920	30,579
Net income attributable to Penn	$ 20,478	$ 15,960	$ 15,290
Freehold Raceway
Business ventures
Ownership interest in joint venture under agreement of sale (as a percent)	50.00%
MAXXAM
Business ventures
Ownership interest in joint venture under agreement of sale (as a percent)	50.00%

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Plant and equipment
Property and equipment, net	$ 2,756,669	$ 2,820,383
Decrease in property and equipment	63,700
Depreciation expense	248,200	261,900	$ 258,900
Interest capitalized in connection with major construction projects	200	100	1,800
Master Lease Agreement
Plant and equipment
Depreciation expense	92,400	91,100	$ 92,400
Land and improvements - non-leased
Plant and equipment
Property and equipment	294,695	294,590
Land and improvements - master lease \| Master Lease Agreement
Plant and equipment
Property and equipment	424,700	382,246
Building and improvements - non-leased
Plant and equipment
Property and equipment	429,015	404,158
Buildings and improvements - master lease \| Master Lease Agreement
Plant and equipment
Property and equipment	2,258,577	2,219,018
Furniture, Fixtures and Equipment
Plant and equipment
Property and equipment	1,385,889	1,355,615
Leasehold Improvements
Plant and equipment
Property and equipment	130,801	118,940
Construction in progress - non-leased
Plant and equipment
Property and equipment	15,617	16,375
Non-leased assets
Plant and equipment
Property and equipment	2,256,017	2,189,678
Less Accumulated depreciation	(1,345,147)	(1,224,596)
Property and equipment, net	910,870	965,082
Master lease assets \| Master Lease Agreement
Plant and equipment
Property and equipment	2,683,277	2,601,264
Less Accumulated depreciation	(837,478)	(745,963)
Property and equipment, net	$ 1,845,799	$ 1,855,301

Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Sep. 30, 2017	Aug. 31, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill			$ 2,289,848	$ 2,253,250	$ 2,175,507
Accumulated goodwill impairment losses			(1,281,751)	(1,263,565)	(1,263,565)
Goodwill, Net			1,008,097	989,685	911,942
Goodwill acquired			36,598	77,743
Goodwill impairment losses			(18,026)	0	0
Other			(160)
Intangible assets
Finite-lived intangible assets, Accumulated Amortization			84,282	65,495
Finite-lived intangible assets, Net Book Value			47,201
Indefinite-Lived Intangible Assets (Excluding Goodwill)			375,405	375,405
Total intangible assets, Gross Carrying Value			506,888	500,989
Total intangible assets, Net Book Value			422,606	435,494
Other intangible assets			422,606	435,494
Intangible asset amortization expense			18,900	9,300	500
Impairment of other intangible asset			0	0
Expected intangible asset amortization expense
2018			13,614
2019			8,505
2020			5,844
2021			3,599
2022			3,596
Thereafter			12,043
Finite-lived intangible assets, Net Book Value			47,201
Hollywood Casino St Louis
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			205,783
Intangible assets
Total intangible assets, Net Book Value			58,418
Other intangible assets			58,418
Hollywood Casino Aurora
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			207,207
Argosy Casino Riverside
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			154,332
Intangible assets
Total intangible assets, Net Book Value			4,964
Other intangible assets			4,964
Zia Park Casino
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			142,359
Hollywood Gaming at Dayton Raceway
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			15,339
Intangible assets
Total intangible assets, Net Book Value			110,436
Other intangible assets			110,436
Mahoning Valley Race Course
Intangible assets
Total intangible assets, Net Book Value			125,000
Other intangible assets			125,000
Penn Interactive Ventures
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			67,004
Intangible assets
Total intangible assets, Net Book Value			15,968
Other intangible assets			15,968
Hollywood Casino At Penn National Race Course
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			1,497
Intangible assets
Total intangible assets, Net Book Value			67,607
Other intangible assets			67,607
Prairie State Gaming
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			34,185
Intangible assets
Total intangible assets, Net Book Value			30,031
Other intangible assets			30,031
Hollywood Casino Lawrenceburg
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			63,189
Hollywood Casino Tunica
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			44,042
First Jackpot and Resorts
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			35,929
Intangible assets
Total intangible assets, Net Book Value			567
Other intangible assets			567
Boomtown Biloxi
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			22,365
Argosy Casino Alton
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			9,863
Intangible assets
Total intangible assets, Net Book Value			8,285
Other intangible assets			8,285
Plainridge Park Casino
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			3,052
Hollywood Casino at Charles Town Races
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			1,354
Others
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			597
Intangible assets
Total intangible assets, Net Book Value			1,330
Other intangible assets			1,330
Plainridge Park Casino and Hollywood Gaming at Dayton Raceway
Intangible assets
Impairment of other intangible asset					$ 40,000
Tropicana Las Vegas
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill acquired		$ 14,800
Intangible assets
Deferred tax assets not recorded at acquisition date due to full valuation allowance		$ 68,000
Other intangible assets
Intangible assets
Finite-lived intangible assets, Gross Carrying Value			131,483	125,584
Finite-lived intangible assets, Accumulated Amortization			84,282	65,495
Finite-lived intangible assets, Net Book Value			47,201	60,089
Change in indefinite life intangible assets during the period			$ (12,900)
Weighted average remaining amortization period			4 years 10 months 24 days
Intangible asset amortization expense			$ 18,900
Expected intangible asset amortization expense
Finite-lived intangible assets, Net Book Value			47,201	60,089
Northeast \| Hollywood Casino At Penn National Race Course
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			1,500
Northeast \| Hollywood Casino at Charles Town Races
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			1,400
South/West \| Tropicana Las Vegas
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill impairment losses	$ (14,800)		(14,800)
Midwest \| Argosy Casino Alton
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			9,900
Operating Segments \| Northeast
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			21,242	21,242
Intangible assets
Total intangible assets, Net Book Value			303,043	303,043
Other intangible assets			303,043	303,043
Operating Segments \| South/West
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			244,695	223,586
Intangible assets
Total intangible assets, Net Book Value			1,623	1,133
Other intangible assets			1,623	1,133
Operating Segments \| Midwest
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			674,558	673,889
Intangible assets
Total intangible assets, Net Book Value			101,698	101,488
Other intangible assets			101,698	101,488
Other
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill, Net			67,602	70,968
Intangible assets
Total intangible assets, Net Book Value			16,242	29,830
Other intangible assets			16,242	$ 29,830
Other \| Sanford Orlando Kennel Club
Reconciliation of goodwill and accumulated goodwill impairment losses
Goodwill impairment losses	$ (3,200)		$ (3,200)

Long-term Debt - Debt Summary (Details) - USD ($)	Dec. 31, 2017	Mar. 31, 2017	Jan. 19, 2017	Dec. 31, 2016
Long-term Debt
Long-term debt	$ 1,280,201,000			$ 1,432,689,000
Less current maturities of long-term debt	(35,612,000)			(85,595,000)
Less debt issuance costs	(27,406,000)			(16,535,000)
Long-term debt, net of current maturities and debt issuance costs	1,214,625,000			1,329,939,000
Senior Secured Credit Facility
Long-term Debt
Long-term debt	760,000,000			976,845,000
Term Loan B Facility
Long-term Debt
Less discount on senior secured credit facility Term Loan B	(2,558,000)			(620,000)
Senior Subordinated Notes, 5.875 Percent, Due November 2021
Long-term Debt
Long-term debt				300,000,000
Principal amount				$ 300,000,000
Interest rate (as a percent)		5.875%		5.875%
Senior Unsecured Notes 5.625 Percent Due January 15, 2027
Long-term Debt
Long-term debt	400,000,000
Principal amount	$ 400,000,000		$ 400,000,000
Interest rate (as a percent)	5.625%		5.625%
Other long-term obligations
Long-term Debt
Long-term debt	$ 119,310,000			$ 154,084,000
Capital leases
Long-term Debt
Long-term debt	$ 891,000			$ 1,760,000

Long-term Debt - Senior Secured Credit Facility and Senior Notes (Details)				1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 19, 2017 USD ($)	Sep. 30, 2016 USD ($)	Oct. 30, 2013 USD ($)	Jan. 31, 2015 USD ($)	Mar. 31, 2017 USD ($)	Sep. 30, 2014 USD ($) item	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Aug. 31, 2015 USD ($)	Jul. 31, 2015 USD ($)
Long-term Debt
Refinancing costs							$ 1,700,000
Loss on early extinguishment of debt					$ 25,100,000		23,963,000
Interest expense							466,761,000	$ 459,243,000	$ 443,127,000
Future minimum repayments of long-term debt
2018							35,612,000
2019							41,132,000
2020							49,324,000
2021							51,994,000
2022							217,828,000
Thereafter							884,311,000
Long-term debt							1,280,201,000	1,432,689,000
Senior Secured Credit Facility
Long-term Debt
Term loan amount outstanding							760,000,000
Letters of credit outstanding							22,100,000	23,000,000
Future minimum repayments of long-term debt
Long-term debt							760,000,000	976,845,000
Revolving credit facility
Long-term Debt
Term of debt	5 years		5 years
Maximum borrowing capacity	$ 700,000,000		$ 500,000,000							$ 633,200,000	$ 500,000,000
Available borrowing capacity							677,900,000	419,100,000
Term Loan A Facility
Long-term Debt
Term of debt	5 years		5 years
Maximum borrowing capacity	$ 300,000,000		$ 500,000,000								$ 500,000,000
Increase in maximum borrowing capacity										$ 146,700,000
Term loan amount outstanding							288,800,000
Term Loan B Facility
Long-term Debt
Term of debt	7 years		7 years
Maximum borrowing capacity	$ 500,000,000		$ 250,000,000
Loss on early extinguishment of debt							2,300,000
Term loan amount outstanding							471,200,000
Senior Unsecured Notes, 5.875Percent, Due November 2021
Long-term Debt
Principal amount			$ 300,000,000
Interest rate (as a percent)			5.875%
Percentage of principal amount at which the entity may redeem all or part of the notes (as a percent)			100.00%
Percentage of principal amount at which the entity may redeem notes from net proceeds raised in connection with an equity offering			105.875%
Percentage of the aggregate principal amount of the notes originally issued which must remain outstanding at redemption under terms of the notes			60.00%
Period from completion of equity offering, during which notes can be redeemed			180 days
Senior Subordinated Notes, 5.875 Percent, Due November 2021
Long-term Debt
Loss on early extinguishment of debt							21,100,000
Amount of debt extinguished					$ 300,000,000
Principal amount								$ 300,000,000
Interest rate (as a percent)					5.875%			5.875%
Future minimum repayments of long-term debt
Long-term debt								$ 300,000,000
Senior Unsecured Notes 5.625 Percent Due January 15, 2027
Long-term Debt
Principal amount	$ 400,000,000						$ 400,000,000
Interest rate (as a percent)	5.625%						5.625%
Percentage of principal amount at which the entity may redeem notes from net proceeds raised in connection with an equity offering	105.625%
Period from completion of equity offering, during which notes can be redeemed	180 days
Future minimum repayments of long-term debt
Long-term debt							$ 400,000,000
Other long-term obligations
Future minimum repayments of long-term debt
Long-term debt							119,310,000	154,084,000
Repayment obligation, Hotel and Event Center
Long-term Debt
Annual payment amount				$ 1,000,000
Term of debt				20 years
Effective yield				3.00%
Interest expense							400,000	400,000
Future minimum repayments of long-term debt
Long-term debt				$ 15,300,000			$ 13,800,000	14,400,000
Corporate airplane loan
Long-term Debt
Monthly payments		$ 220,000
Term of debt		5 years
Interest rate (as a percent)		5.22%
Balloon payment		$ 12,600,000
Future minimum repayments of long-term debt
Long-term debt								20,800,000
Hollywood Gaming at Dayton Raceway And Mahoning Valley Race Course \| Ohio Relocation Fees
Long-term Debt
Discount rate (as a percent)						5.00%
Number of semi-annual payments \| item						18
Semi-annual payment amount beginning one year from the commencement of operation						$ 4,800,000
Effective yield							5.00%
Interest expense							$ 5,500,000	6,200,000
Future minimum repayments of long-term debt
Long-term debt							$ 105,400,000	$ 118,900,000
Hollywood Gaming at Dayton Raceway \| Ohio Relocation Fees
Long-term Debt
Contractual obligation, relocation fee						75,000,000
Relocation fee payable upon opening of the facility						7,500,000
Mahoning Valley Race Course \| Ohio Relocation Fees
Long-term Debt
Contractual obligation, relocation fee						75,000,000
Relocation fee payable upon opening of the facility						$ 7,500,000
Minimum \| Senior Unsecured Notes 5.625 Percent Due January 15, 2027
Long-term Debt
Percentage of the aggregate principal amount of the notes originally issued which must remain outstanding at redemption under terms of the notes	60.00%
LIBOR \| Term Loan A Facility
Long-term Debt
Variable interest rate	LIBOR		LIBOR
LIBOR \| Term Loan B Facility
Long-term Debt
Variable interest rate	LIBOR		LIBOR
Variable interest rate spread (as a percent)	2.50%		2.50%
Variable interest base rate floor rate (as a percent)	0.75%		0.75%
LIBOR \| Minimum \| Term Loan A Facility
Long-term Debt
Variable interest rate spread (as a percent)	1.25%		1.25%
LIBOR \| Maximum \| Term Loan A Facility
Long-term Debt
Variable interest rate spread (as a percent)	3.00%		2.75%

Master Lease Financing Obligation (Details) - Master Lease Agreement - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	May 01, 2017
Capital Leased Assets
Increase in financing obligation				$ 82.6
Total payments under Master Lease	$ 455.4	$ 442.3	$ 437.0
Interest expense for the Master Lease	397.6	391.7	390.1
Hollywood Casinos in Columbus, Ohio and Toledo, Ohio
Capital Leased Assets
Contingent payments included in Master Lease interest expense associated with the monthly variable components for Hollywood Casino Columbus and Hollywood Casino Toledo	$ 46.8	$ 43.8	$ 43.5
First Jackpot and Resorts
Capital Leased Assets
Increase in financing obligation				$ 82.6

Master Lease Financing Obligation - Future Minimum Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Future minimum payments related to the Master Lease financing obligation with GLPI
Less current portion of financing obligation	$ (56,248)	$ (56,595)
Master Lease financing obligations	3,482,573	$ 3,457,485
Master Lease Agreement
Future minimum payments related to the Master Lease financing obligation with GLPI
2018	387,456
2019	332,259
2020	332,259
2021	332,259
2022	332,259
Thereafter	8,583,363
Total minimum payments	10,299,855
Less amounts representing interest	(7,148,946)
Plus residual values	387,912
Present value of future minimum payments	3,538,821
Less current portion of financing obligation	(56,248)
Master Lease financing obligations	$ 3,482,573

Commitments and Contingencies - Capital Commitments and Purchase Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Capital Expenditure Commitments
Capital expenditures under current construction program for 2018	$ 105,500
Contractual commitment to spend on capital expenditures	4,800
Purchase obligations
Obligations to purchase various goods and services	73,600
Obligations to be incurred in 2018	44,100
Other Lease Agreements
Operating Lease Commitments
Total rental expense	45,400	$ 40,300	$ 37,900
Future minimum lease commitments relating to the base lease rent portion of noncancelable operating leases
2018	8,609
2019	6,387
2020	4,692
2021	4,026
2022	3,504
Thereafter	60,517
Total	$ 87,735
Master Lease Agreement
Capital Expenditure Commitments
Minimum required facility maintenance spending, as a percent of annual net revenues	1.00%
Prairie State Gaming
Location share agreements
Location share payments	$ 29,700	$ 21,200	$ 6,000
Jamul Tribe \| Term Loan C Facility
Other commitments
Unfunded loan commitments	$ 29,000

Commitments and Contingencies - Employee Benefit Plans and Labor Agreements (Details) $ in Millions		12 Months Ended
	Aug. 25, 2015 contract	Dec. 31, 2017 USD ($) plan employee	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Profit sharing plan under the provisions of Section 401(k)
Employer's discretionary match contribution up to a maximum of 6% of eligible employee compensation (as a percent)		50.00%
Maximum percentage of eligible employee compensation eligible for discretionary employer match contribution		6.00%
Matching contributions for the profit-sharing plan \| $		$ 6.0	$ 5.3	$ 5.0
Defined contribution plan, the Charles Town Races Future Service Retirement Plan
Matching contribution as a percentage of the daily mutual handle		0.25%
Matching contribution as a percentage of net video lottery revenue up to a base		1.00%
Matching contribution as a percentage of table revenue after the base is met		0.50%
Matching contribution as a percentage of poker revenue after the base is met		0.84%
Number of plans for which matching contribution is made \| plan		2
Contributions for the two plans at Hollywood Casino at Charles Town Races \| $		$ 2.6	2.8	2.9
Non-qualified deferred compensation plan
Vesting period for matching contribution by employer under the plan (in years)		5 years
Employer's matching contributions for the non-qualified deferred compensation plan \| $		$ 2.2	2.2	$ 2.0
Deferred compensation liability, which was included in other current liabilities \| $		$ 64.7	$ 59.4
International Chapter of Horseshoers and Allied Equine Trades Local 947
Labor Agreements
Term of collective bargaining agreements		3 years
SEATU
Labor Agreements
Number of employees covered under collective bargaining agreement \| employee		1,670
Hotel Employees and Restaurant Employees Union Local 1
Labor Agreements
Number of employees covered under collective bargaining agreement \| employee		167
United Auto Workers And United Steel Workers Council
Labor Agreements
Number of employees covered under collective bargaining agreement \| employee		1,271
Mahoning Valley Race Course \| Ohio Horsemans Benevolent And Protective Association
Labor Agreements
Agreement term		10 years
Hollywood Gaming at Dayton Raceway \| Ohio Harness Horsemens Association
Labor Agreements
Agreement term		10 years
Tropicana Las Vegas Hotel And Casino
Labor Agreements
Number of existing collective bargaining agreements \| contract	7
Total Number of Employees \| Unionized Employees
Labor Agreements
Threshold number of employees under agreement for separate disclosure of unions \| employee		77

Income Taxes - Tax Cuts and Jobs Act (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Federal statutory tax rate		35.00%	35.00%	35.00%
Foreign withholding taxes recorded based on a change in the indefinite reinvestment assertion		$ 2.1
Effect of Tax Cuts and Jobs Act of 2017
Provisional increase to deferred tax expense		261.3
Provisional transition tax liability		$ 2.6
Period of time over which TCJA transition tax on certain unrepatriated earnings of foreign subsidiaries may be paid		8 years
Forecast
Federal statutory tax rate	21.00%

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended			9 Months Ended	12 Months Ended
	Nov. 01, 2013	Jan. 31, 2015	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Deferred tax assets:
Stock-based compensation expense			$ 15,038				$ 15,038	$ 17,773
Accrued expenses			39,474				39,474	64,175
Loans to Jamul Tribe			26,237				26,237	2,268
Financing obligation to GLPI			900,311				900,311	1,359,193
Unrecognized tax benefits			6,565				6,565	9,377
Net operating losses and tax credit carryforwards			59,842				59,842	78,021
Gross deferred tax assets			1,047,467				1,047,467	1,530,807
Less valuation allowance			(113,699)				(113,699)	(828,501)
Net deferred tax assets			933,768				933,768	702,306
Deferred tax liabilities:
Property, plant and equipment, non-leased			(33,148)				(33,148)	(69,151)
Property, plant and equipment, leased			(469,363)				(469,363)	(717,602)
Investments in unconsolidated affiliates			(1,218)				(1,218)	(1,383)
Undistributed foreign earnings			(2,061)				(2,061)	(8,596)
Intangibles			(37,035)				(37,035)	(32,498)
Net deferred tax liabilities			(542,825)				(542,825)	(829,230)
Noncurrent deferred tax assets, net			390,943				390,943
Noncurrent deferred taxes liabilities, net								(126,924)
Financing obligation recorded		$ 15,300
Cumulative pretax income (loss) position during the three most recent reporting years						$ 76,600	152,200
Pretax loss			161,500
Impairment charges			155,300			$ 29,900		0	$ 40,000	$ 159,900	$ 798,300
Provision expense for allowance for loan loss							64,052
Valuation allowance released							741,900
Net reduction in valuation allowance				$ 766,200			714,800
Valuation allowance			113,699				113,699	$ 828,501
Master Lease Agreement
Deferred tax liabilities:
Real property assets recorded	$ 2,000,000
Financing obligation recorded	3,520,000
Increase in deferred tax assets	$ 599,900
Tropicana Las Vegas Hotel And Casino
Deferred tax liabilities:
Net operating loss carryforwards			143,400				143,400
State And Local
Deferred tax liabilities:
Tax benefit associated with net operating loss carryforwards			28,700				28,700
Valuation allowance recorded to reflect the net operating losses which are not presently expected to be realized			28,300				28,300
Gross state net operating loss carryforwards for which no benefit has been recorded as they are attributable to uncertain tax positions			478,300				478,300
Domestic \| Capital losses
Deferred tax liabilities:
Tax credit carryforward, valuation allowance			100				100
Loans to the Jamul Tribe
Deferred tax liabilities:
Provision expense for allowance for loan loss			77,900	$ 6,300	$ 5,600
Loans to the Jamul Tribe \| Capital losses
Deferred tax liabilities:
Tax credit carryforward, valuation allowance			$ 26,200				$ 26,200

Income Taxes - Tax Provision and Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income before income tax expense
Domestic	$ (29,538)	$ 116,693	$ 54,443
Foreign	4,494	3,924	2,167
(Loss) income from operations before income taxes	(25,044)	120,617	56,610
Current tax expense (benefit)
Federal	16,318	8,721	(5,158)
State	6,062	3,489	133
Foreign	(2,981)	(9,639)	3,713
Total current	19,399	2,571	(1,312)
Deferred tax (benefit) expense
Federal	(480,712)	4,701	51,817
State	(39,255)	3,279	5,419
Foreign	2,061	756
Total deferred	(517,906)	8,736	57,236
Total income tax (benefit) provision	$ (498,507)	$ 11,307	$ 55,924
Reconciliation of the statutory federal income tax rate to the actual effective income tax rate
Federal taxes (as a percent)	35.00%	35.00%	35.00%
State and local income taxes (as a percent)	6.30%	1.20%	6.10%
Nondeductible expenses (as a percent)	(16.00%)	0.30%	3.00%
Goodwill impairment (as a percent)	(20.50%)
Compensation (as a percent)	29.50%	(1.50%)	2.80%
Contingent liability settlement (as a percent)	22.90%	0.60%
Foreign (as a percent)	11.30%	(8.50%)	5.20%
Valuation allowance (as a percent)	2962.30%	(17.10%)	55.30%
Federal tax reform enactment - deferred rate change (as a percent)	(1043.50%)
Other miscellaneous items (as a percent)	3.30%	(0.60%)	(8.60%)
Actual effective income tax rate (as a percent)	1990.60%	9.40%	98.80%
Amount of pretax income
Federal taxes	$ (8,765)	$ 42,216	$ 19,814
State and local income taxes	(1,567)	1,498	3,435
Nondeductible expenses	4,018	371	1,717
Goodwill impairment	5,131
Compensation	(7,376)	(1,817)	1,559
Contingent liability settlement	(5,740)	756
Foreign	(2,840)	(10,268)	2,955
Valuation allowance	(741,872)	(20,675)	31,288
Federal tax reform enactment-deferred rate change	261,329
Other miscellaneous items	(825)	(774)	(4,844)
Total income tax (benefit) provision	(498,507)	11,307	55,924
Reconciliation of liability for unrecognized tax benefits
Balance at the beginning of the period	26,792	2,198
Additions based on current year positions	2,979
Additions based on prior year positions	2,836	3,749
Settlement payments	(216)	(4,000)
Unrecognized tax benefits			33,569
Cumulative advance deposits on account			(31,371)
Decreases due to settlements and/or reduction in reserve	(1,322)	(9,091)
Currency translation adjustments		2,565
Currency translation adjustments	(119)
Balance at the end of the period	$ 30,950	$ 26,792	$ 2,198

Income Taxes - Other Income Tax Disclosures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Uncertain tax positions
Tax reserves related to current year uncertain tax positions	$ 3,600
Tax reserves related to prior year uncertain tax positions	3,100
Net tax expense in connection with uncertain tax positions	8,000
Unrecognized tax benefits	30,950	$ 26,792	$ 2,198
Tax positions that, if reversed, would affect the effective tax rate	25,100	9,400
Currency translation gains	100	1,700
Interest and penalties recognized, net of deferred taxes	1,700	300
Reductions in previously accrued interest and penalties	100
Previously recorded accrued interest for uncertain tax positions that have settled and/or closed	1,400
Prepaid Taxes	12,000	$ 30,100
Income tax refund received	28,100
Noncurrent tax liabilities
Uncertain tax positions
Unrecognized tax benefits	31,800
U.S.
Uncertain tax positions
Proceeds from income tax settlement	9,500
Canadian Revenue Agency
Uncertain tax positions
Proceeds from income tax settlement	$ 29,700

Shareholders' Equity (Details) - USD ($)							1 Months Ended	12 Months Ended
Shareholders' Equity (Details) - USD ($)	Feb. 03, 2017	Oct. 16, 2013	Oct. 11, 2013	Oct. 30, 2008	Jul. 03, 2008	Jun. 15, 2007	Feb. 28, 2013	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2010
Stockholders' Equity
Amount of common stock authorized to repurchase	$ 100,000,000
Period of stock repurchase period	2 years
Number of shares of common stock repurchased								1,264,149
Amount for which shares of stock are repurchased								$ 24,800,000
Average price paid per share of common stock repurchased (in dollars per share)								$ 19.59
Preferred equity investment
Consideration that the shareholders would have received under merger agreement before termination (in dollars per share)						$ 67.00
Total consideration from the termination of the Merger Agreement					$ 1,475,000,000
Non-refundable cash termination fee from the termination of the Merger Agreement					225,000,000
Investment in preferred equity from the termination of the Merger Agreement					$ 1,250,000,000
Repurchase value of preferred stock								$ 24,796,000
Affiliates Of Fortress Centerbridge And W F Investment Holdings
Preferred equity investment
Exchange agreement amount paid			$ 649,500,000
Maximum \| Affiliate of Fortress Investment Group LLC
Preferred equity investment
Ownership interest in Spin-Off entity (as a percent)		9.90%
Common Stock \| Affiliate of Fortress Investment Group LLC
Changes in each class of the Company's Preferred Stock
Conversion of preferred stock (in shares)									8,624,000
Series B Preferred Stock
Preferred equity investment
Issuance of preferred stock (in shares)				12,500
Repurchase value of preferred stock										$ 11,200,000
Number of shares held								0	0
Changes in each class of the Company's Preferred Stock
Shares outstanding at the beginning of the period								0	0
Repurchase of Preferred Stock (in shares)			2,300							225
Shares outstanding at the end of the period								0	0
Series B Preferred Stock \| Wells Fargo Investment Holdings LLC
Changes in each class of the Company's Preferred Stock
Repurchase of Preferred Stock (in shares)							225
Series B Preferred Stock \| Affiliate of Fortress Investment Group LLC
Preferred equity investment
Number of shares of preferred stock provided with the right to exchange as per the Exchange Agreement		9,750
Ceiling price at which the shares of preferred stock are redeemable at maturity (in dollars per share)		$ 67
Series C Preferred Stock
Preferred equity investment
Number of shares held								0	0
Changes in each class of the Company's Preferred Stock
Shares outstanding at the beginning of the period								0
Shares outstanding at the end of the period								0	0
Number of shares converted									8,624
Conversion of preferred stock (in shares)									8,624,000
Series C Preferred Stock \| Affiliate of Fortress Investment Group LLC
Preferred equity investment
Issuance of preferred stock (in shares)			14,553
Repurchase price of preferred stock (in dollars per share)		$ 67
Changes in each class of the Company's Preferred Stock
Repurchase of Preferred Stock (in shares)			5,929
Series C Preferred Stock \| Affiliate of Fortress Investment Group LLC
Preferred equity investment
Number of shares held									8,624
Changes in each class of the Company's Preferred Stock
Shares outstanding at the beginning of the period									8,624
Number of shares converted									8,624

Stock-Based Compensation - Stock-Based Compensation Plans (Details) $ / shares in Units, $ in Thousands						12 Months Ended
	Feb. 17, 2017 shares	Feb. 09, 2016 item shares	Jun. 12, 2014 shares	Jun. 09, 2011 shares	Jun. 01, 2003 shares	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 31, 2015 USD ($)	Jun. 11, 2014 shares	Jun. 08, 2011 shares
Maximum
Performance shares
Vesting period						4 years
Employee stock options
Stock-based compensation
Exercise price of options granted, low end of range (in dollars per share) \| $ / shares						$ 6.96
Exercise price of options granted, high end of range (in dollars per share) \| $ / shares						$ 20.75
Number of Option Shares
Outstanding at the beginning of the period (in shares)						6,326,593
Granted (in shares)						1,486,790
Exercised (in shares)						(1,226,345)
Canceled (in shares)						(35,724)
Outstanding at the end of the period (in shares)						6,551,314	6,326,593
Weighted-Average Exercise Price
Outstanding at the beginning of the period (in dollars per share) \| $ / shares						$ 11.17
Granted (in dollars per share) \| $ / shares						14.26
Exercised (in dollars per share) \| $ / shares						8.81
Canceled (in dollars per share) \| $ / shares						14.38
Outstanding at the end of the period (in dollars per share) \| $ / shares						$ 12.29	$ 11.17
Additional disclosures
Weighted-Average Remaining Contractual Term						3 years 11 months 23 days
Aggregate Intrinsic Value (in dollars) \| $						$ 124,709
Weighted-average grant-date fair value of options granted (in dollars per share) \| $ / shares						$ 4.48	$ 3.97
Aggregate intrinsic value of stock options exercised (in dollars) \| $						$ 15,800	$ 10,300	$ 19,500
Number of Option Shares						3,106,177
Weighted-Average Exercise Price (in dollars per share) \| $ / shares						$ 10.94
Weighted-average remaining contractual term						2 years 8 months 1 day
Aggregate intrinsic value (in dollars) \| $						$ 63,300
Employee stock options \| Minimum
Stock-based compensation
Contractual lives of options granted						4 years
Employee stock options \| Maximum
Stock-based compensation
Contractual lives of options granted						10 years
Stock appreciation rights (SARs)
Performance shares
Vesting period						4 years
Restricted Stock
Performance shares
Awarded (in shares)						176,865
Performance Shares
Performance shares
Awarded (in shares)	172,245
2003 Plan \| Maximum
Stock-based compensation
Number of shares of common stock available for awards					12,000,000
2003 Plan \| Incentive stock options \| Minimum
Stock-based compensation
Exercise price per share as a percentage of the fair market value of the Common Stock					100.00%
2003 Plan \| Nonqualified stock options \| Minimum
Stock-based compensation
Exercise price per share as a percentage of the fair market value of the Common Stock					85.00%
2008 Plan
Stock-based compensation
Number of shares of common stock available for awards			16,350,000	9,250,000					9,250,000	2,350,000
Options available for future grants (in shares)						1,436,348
2008 Plan \| Employee stock options
Stock-based compensation
Number of shares of common stock counted against the maximum shares available for grant for each share awarded under the plan			1
2008 Plan \| Stock appreciation rights (SARs)
Stock-based compensation
Number of shares of common stock counted against the maximum shares available for grant for each share awarded under the plan			1
2008 Plan \| Restricted stock and other full value stock awards
Stock-based compensation
Number of shares of common stock counted against the maximum shares available for grant for each share awarded under the plan				2.44
Performance Share Program \| Performance Shares
Performance shares
Awarded (in shares)		189,085
Number of annual performance periods \| item		3
Service period		3 years
Increment at which shares are awarded (as a percent)		33.30%
Vesting period		3 years
Performance Share Program \| Performance Shares \| Minimum
Performance shares
Percentage of award which can potentially be earned		0.00%
Performance Share Program \| Performance Shares \| Maximum
Performance shares
Percentage of award which can potentially be earned		150.00%

Stock-Based Compensation - Stock Options by Exercise Price Ranges (Details)	12 Months Ended
	Dec. 31, 2017 $ / shares shares
$6.96 to $10.41
Information about stock options outstanding
Low end of exercise price range (in dollars per share)	$ 6.96
High end of exercise price range (in dollars per share)	$ 10.41
Outstanding options
Number outstanding (in shares) \| shares	1,178,054
Weighted-average remaining contractual life	9 months 7 days
Weighted-average exercise price (in dollars per share)	$ 8.16
Exercisable options
Number outstanding (in shares) \| shares	1,176,804
Weighted-average exercise price (in dollars per share)	$ 8.16
$11.12 to $16.02
Information about stock options outstanding
Low end of exercise price range (in dollars per share)	11.12
High end of exercise price range (in dollars per share)	$ 16.02
Outstanding options
Number outstanding (in shares) \| shares	5,283,711
Weighted-average remaining contractual life	4 years 8 months 1 day
Weighted-average exercise price (in dollars per share)	$ 13.11
Exercisable options
Number outstanding (in shares) \| shares	1,915,712
Weighted-average exercise price (in dollars per share)	$ 12.60
$16.59 to $20.75
Information about stock options outstanding
Low end of exercise price range (in dollars per share)	16.59
High end of exercise price range (in dollars per share)	$ 20.75
Outstanding options
Number outstanding (in shares) \| shares	89,549
Weighted-average remaining contractual life	5 years 5 months 23 days
Weighted-average exercise price (in dollars per share)	$ 18.36
Exercisable options
Number outstanding (in shares) \| shares	13,661
Weighted-average exercise price (in dollars per share)	$ 16.59
$6.96 to $20.75
Information about stock options outstanding
Low end of exercise price range (in dollars per share)	6.96
High end of exercise price range (in dollars per share)	$ 20.75
Outstanding options
Number outstanding (in shares) \| shares	6,551,314
Weighted-average remaining contractual life	3 years 11 months 23 days
Weighted-average exercise price (in dollars per share)	$ 12.29
Exercisable options
Number outstanding (in shares) \| shares	3,106,177
Weighted-average exercise price (in dollars per share)	$ 10.94

Stock-Based Compensation - Restricted Stock, PSUs, and SARs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Stock-based compensation costs
Compensation costs related to stock-based compensation	$ 7,800	$ 6,900	$ 8,200
Total compensation cost related to nonvested awards not yet recognized	12,200	11,600	11,200
Accrued salaries and wages	$ 111,252	$ 92,238
Maximum
Stock-based compensation costs
Vesting period	4 years
Restricted Stock
Stock-based compensation
Outstanding at the beginning of the period (in shares)	175,886
Awarded (in shares)	176,865
Released (in shares)	(68,257)
Canceled (in shares)	(16,839)
Outstanding at the end of the period (in shares)	267,655	175,886
Stock-based compensation costs
Total compensation cost related to nonvested awards not yet recognized	$ 2,400	$ 1,700	2,400
Employee stock options
Stock-based compensation costs
Total compensation cost related to nonvested awards not yet recognized	9,800	9,900	8,800
Phantom Share Units (PSUs)
Stock-based compensation costs
Compensation costs related to stock-based compensation	11,900	8,500	14,100
Total compensation cost related to nonvested awards not yet recognized	$ 5,700
Period for recognition of unrecognized compensation cost	2 years 4 months 10 days
Accrued salaries and wages	$ 4,800	5,600
Amounts paid on cash settled awards	$ 12,700	10,700	14,500
Phantom Share Units (PSUs) \| Minimum
Stock-based compensation costs
Vesting period	3 years
Phantom Share Units (PSUs) \| Maximum
Stock-based compensation costs
Vesting period	4 years
Stock appreciation rights (SARs)
Stock-based compensation costs
Compensation costs related to stock-based compensation	$ 21,900	2,400	5,100
Total compensation cost related to nonvested awards not yet recognized	$ 17,500
Period for recognition of unrecognized compensation cost	2 years 6 months
Accrued salaries and wages	$ 24,000	7,300
Vesting period	4 years
Amounts paid on cash settled awards	$ 6,200	$ 3,300	$ 3,400

Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Segment Information (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Segment information
Net revenues	$ 769,036	$ 806,247	$ 796,463	$ 776,224	$ 742,910	$ 765,597	$ 769,422	$ 756,451	$ 3,147,970	$ 3,034,380	$ 2,838,358
Adjusted EBITDA									845,946	843,829	796,349
Other operating costs and other expenses (income)
Depreciation and amortization									267,062	271,214	259,461
Interest expense									466,761	459,243	443,127
Interest income									(3,552)	(24,186)	(11,531)
Loss (gain) on disposal of assets									172	(2,471)	1,286
Impairment losses, provision for loan loss and unfunded loan commitments to the Jamul Tribe									107,810		40,042
Insurance recoveries									(289)	(726)
Loss on early extinguishment of debt				25,100					23,963
Other									2,257	1,679	(5,872)
Contingent purchase price									(6,840)	1,277	(5,374)
Charge for stock compensation									7,780	6,871	8,223
(Loss) income from operations before income taxes									(25,044)	120,617	56,610
Income taxes									(498,507)	11,307	55,924
Net income	(338,060)	789,340	17,079	5,104	5,032	46,535	34,035	23,708	473,463	109,310	686
Capital expenditures									99,261	97,245	199,240
Total assets	5,234,812				4,974,484				5,234,812	4,974,484
Investment in and advances to unconsolidated affiliates	148,912				156,176				148,912	156,176
Goodwill	1,008,097				989,685				1,008,097	989,685	911,942
Other intangible assets, net	422,606				435,494				422,606	435,494
Income (loss) from operations	26,775	$ 143,663	$ 134,989	$ 140,287	113,848	$ 139,300	$ 149,337	$ 140,531	445,714	543,016	467,846
Charge for stock compensation									7,780	6,871	8,223
Contingent purchase price									(6,840)	1,277	(5,374)
(Gain) Loss on disposal of assets									172	(2,471)	1,286
Income from unconsolidated affiliates									18,671	14,337	14,488
Kansas Entertainment
Other operating costs and other expenses (income)
Unconsolidated non-operating costs - HWD Kansas JV									5,866	10,311	10,377
Operating Segments \| Northeast
Segment information
Net revenues									1,584,119	1,568,514	1,505,838
Adjusted EBITDA									501,271	489,070	456,599
Other operating costs and other expenses (income)
Capital expenditures									22,632	30,677	155,413
Total assets	821,649				861,951				821,649	861,951
Investment in and advances to unconsolidated affiliates	102				76				102	76
Goodwill	21,242				21,242				21,242	21,242
Other intangible assets, net	303,043				303,043				303,043	303,043
Operating Segments \| South/West
Segment information
Net revenues									604,665	546,608	478,128
Adjusted EBITDA									135,324	128,569	128,850
Other operating costs and other expenses (income)
Capital expenditures									42,025	30,458	16,805
Total assets	794,274				840,076				794,274	840,076
Goodwill	244,695				223,586				244,695	223,586
Other intangible assets, net	1,623				1,133				1,623	1,133
Operating Segments \| Midwest
Segment information
Net revenues									907,493	877,567	833,455
Adjusted EBITDA									297,777	287,275	291,317
Other operating costs and other expenses (income)
Capital expenditures									29,827	30,921	22,679
Total assets	1,070,204				1,103,231				1,070,204	1,103,231
Investment in and advances to unconsolidated affiliates	88,296				93,768				88,296	93,768
Goodwill	674,558				673,889				674,558	673,889
Other intangible assets, net	101,698				101,488				101,698	101,488
Other
Segment information
Net revenues									51,693	41,691	20,937
Adjusted EBITDA									(88,426)	(61,085)	(80,417)
Other operating costs and other expenses (income)
Capital expenditures									4,777	5,189	$ 4,343
Total assets	2,548,685				2,169,226				2,548,685	2,169,226
Investment in and advances to unconsolidated affiliates	60,514				62,332				60,514	62,332
Goodwill	67,602				70,968				67,602	70,968
Other intangible assets, net	$ 16,242				$ 29,830				$ 16,242	$ 29,830

Summarized Quarterly Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Summarized Quarterly Data (Unaudited)
Net revenues	$ 769,036	$ 806,247	$ 796,463	$ 776,224	$ 742,910	$ 765,597	$ 769,422	$ 756,451	$ 3,147,970	$ 3,034,380	$ 2,838,358
Income (loss) from operations	26,775	143,663	134,989	140,287	113,848	139,300	149,337	140,531	445,714	543,016	467,846
Net income (loss)	$ (338,060)	$ 789,340	$ 17,079	$ 5,104	$ 5,032	$ 46,535	$ 34,035	$ 23,708	$ 473,463	$ 109,310	$ 686
Basic earnings per common share (in dollars per share)	$ (3.72)	$ 8.68	$ 0.19	$ 0.06	$ 0.06	$ 0.52	$ 0.38	$ 0.26	$ 5.21	$ 1.21	$ 0.01
Diluted earnings per common share (in dollars per share)	$ (3.72)	$ 8.43	$ 0.18	$ 0.06	$ 0.05	$ 0.51	$ 0.37	$ 0.26	$ 5.07	$ 1.19	$ 0.01

Summarized Quarterly Data (Unaudited) - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended				12 Months Ended
	Aug. 01, 2016	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Quarterly financial information
Provision expense for allowance for loan loss						$ 64,052
Goodwill impairment losses						18,026	$ 0	$ 0
Net reduction in valuation allowance			$ 766,200			714,800
Provisional reduction in deferred tax assets due to Tax Cuts and Jobs Act of 2017		$ 257,000
Loss on early extinguishment of debt					$ 25,100	$ 23,963
Rocket Speed
Quarterly financial information
Period of contingent obligation	2 years		2 years
Tropicana Las Vegas and Sanford Orlando Kennel Club
Quarterly financial information
Goodwill impairment losses			$ 18,000
Loans to the Jamul Tribe
Quarterly financial information
Provision expense for allowance for loan loss		$ 77,900	6,300	$ 5,600
General and administrative expenses \| Rocket Speed
Quarterly financial information
Benefit resulting from the buy out of contingent purchase price consideration			$ 22,200

Related Party Transactions (Details) - Affiliates of Entity Chairman $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Related party transactions
Rent expense	$ 1.2
Future minimum lease commitments relating to leases	$ 4.5

Fair Value Measurements (Details) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended	12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Aug. 01, 2016	Sep. 30, 2017	Aug. 31, 2015	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Fair value of assets and liabilities
Decrease in contingent purchase price obligation					$ 6,840	$ (1,277)	$ 5,374
Total Reduction in Fair Value Recorded during the year
Goodwill impairment losses					(18,026)	0	0
Goodwill acquired					36,598	77,743
Rocket Speed and Plainridge Racecourse \| General and administrative expenses
Fair value of assets and liabilities
Change in fair value in long term obligation, credit (charge) to general and administrative expense					$ (6,800)	1,300
Rocket Speed
Fair value of assets and liabilities
Period of contingent obligation	2 years			2 years
Rocket Speed \| General and administrative expenses
Financial liabilities:
Benefit resulting from the buy out of contingent purchase price consideration				$ 22,200
Plainridge Racecourse
Fair value of assets and liabilities
Period of contingent obligation					10 years
Plainridge Racecourse \| General and administrative expenses
Fair value of assets and liabilities
Change in fair value in long term obligation, credit (charge) to general and administrative expense					$ (12,500)	1,300	5,400
Tropicana Las Vegas
Total Reduction in Fair Value Recorded during the year
Deferred tax assets not recorded at acquisition date due to full valuation allowance			$ 68,000
Goodwill acquired			$ 14,800
Contingent Purchase Price
Financial liabilities:
Balance at beginning of the period					48,244	13,815	19,189
Additions					905	34,945
Payments					(19,613)	(1,793)
Included in earnings					6,840	1,277	(5,374)
Balance at end of the period					$ 22,696	48,244	$ 13,815
Contingent Purchase Price \| Discounted Cash Flow \| Plainridge Racecourse
Fair value of assets and liabilities
Discount Rate					8.30%
Level 1
Fair value of assets and liabilities
Cash and cash equivalents					$ 277,953	229,510
Level 3
Fair value of assets and liabilities
Loans to Jamul Tribe					16,533	98,000
Financial liabilities:
Long-term debt					$ 22,696	48,244
Level 3 \| Loans to the Jamul Tribe
Fair value of assets and liabilities
Discount Rate					14.00%
Senior Secured Credit Facility \| Level 1
Financial liabilities:
Long-term debt					$ 760,456	785,092
Senior Secured Credit Facility \| Level 2
Financial liabilities:
Long-term debt						191,000
Senior Unsecured Notes \| Level 1
Financial liabilities:
Long-term debt					412,000	312,000
Other long-term obligations \| Level 2
Financial liabilities:
Long-term debt					113,460	152,132
Nonrecurring
Total Reduction in Fair Value Recorded during the year
Goodwill impairment losses						(18,026)
Nonrecurring \| Level 3
Assets measured at fair value
Goodwill						598
Carrying Amount
Fair value of assets and liabilities
Cash and cash equivalents					277,953	229,510
Loans to Jamul Tribe					20,900	92,100
Financial liabilities:
Long-term debt					22,696	48,244
Carrying Amount \| Senior Secured Credit Facility
Financial liabilities:
Long-term debt					730,787	962,703
Carrying Amount \| Senior Unsecured Notes
Financial liabilities:
Long-term debt					399,249	296,895
Carrying Amount \| Other long-term obligations
Financial liabilities:
Long-term debt					119,310	154,084
Fair Value
Fair value of assets and liabilities
Cash and cash equivalents					277,953	229,510
Loans to Jamul Tribe					16,533	98,000
Financial liabilities:
Long-term debt					22,696	48,244
Fair Value \| Senior Secured Credit Facility
Financial liabilities:
Long-term debt					760,456	976,092
Fair Value \| Senior Unsecured Notes
Financial liabilities:
Long-term debt					412,000	312,000
Fair Value \| Other long-term obligations
Financial liabilities:
Long-term debt					113,460	152,132
Fair Value \| Nonrecurring
Assets measured at fair value
Goodwill						$ 598
South/West \| Tropicana Las Vegas
Total Reduction in Fair Value Recorded during the year
Goodwill impairment losses		$ (14,800)			(14,800)
Other \| Sanford Orlando Kennel Club
Total Reduction in Fair Value Recorded during the year
Goodwill impairment losses		$ (3,200)			$ (3,200)