penn-20201231
0000921738FALSE2020FYus-gaap:AccountingStandardsUpdate201409Memberus-gaap:AccountingStandardsUpdate201602Memberus-gaap:AccountingStandardsUpdate201613Memberus-gaap:AccountingStandardsUpdate201613Member0.0010.0427350.0555555penn:LeaseRightOfUseAssetpenn:LeaseLiabilityCurrentpenn:LeaseLiabilityCurrentpenn:LeaseLiabilityNoncurrentpenn:LeaseLiabilityNoncurrentP4YP3Y33.3300009217382020-01-012020-12-31iso4217:USD00009217382020-06-30xbrli:shares00009217382021-02-1900009217382020-12-3100009217382019-12-31iso4217:USDxbrli:shares0000921738us-gaap:SeriesBPreferredStockMember2019-12-310000921738us-gaap:SeriesBPreferredStockMember2020-12-310000921738us-gaap:SeriesCPreferredStockMember2019-12-310000921738us-gaap:SeriesCPreferredStockMember2020-12-310000921738us-gaap:SeriesDPreferredStockMember2020-12-310000921738us-gaap:SeriesDPreferredStockMember2019-12-310000921738us-gaap:CasinoMember2020-01-012020-12-310000921738us-gaap:CasinoMember2019-01-012019-12-310000921738us-gaap:CasinoMember2018-01-012018-12-310000921738penn:FoodBeverageHotelAndOtherMember2020-01-012020-12-310000921738penn:FoodBeverageHotelAndOtherMember2019-01-012019-12-310000921738penn:FoodBeverageHotelAndOtherMember2018-01-012018-12-310000921738penn:ManagementServiceAndLicenseFeesMember2020-01-012020-12-310000921738penn:ManagementServiceAndLicenseFeesMember2019-01-012019-12-310000921738penn:ManagementServiceAndLicenseFeesMember2018-01-012018-12-310000921738penn:ReimbursableManagementCostsMember2020-01-012020-12-310000921738penn:ReimbursableManagementCostsMember2019-01-012019-12-310000921738penn:ReimbursableManagementCostsMember2018-01-012018-12-3100009217382019-01-012019-12-3100009217382018-01-012018-12-310000921738us-gaap:PreferredStockMember2017-12-310000921738us-gaap:CommonStockMember2017-12-310000921738us-gaap:TreasuryStockMember2017-12-310000921738us-gaap:AdditionalPaidInCapitalMember2017-12-310000921738us-gaap:RetainedEarningsMember2017-12-310000921738us-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-310000921738us-gaap:ParentMember2017-12-310000921738us-gaap:NoncontrollingInterestMember2017-12-3100009217382017-12-310000921738us-gaap:CommonStockMember2018-01-012018-12-310000921738us-gaap:AdditionalPaidInCapitalMember2018-01-012018-12-310000921738us-gaap:ParentMember2018-01-012018-12-310000921738us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-3100009217382017-01-012017-12-310000921738srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2017-12-310000921738us-gaap:ParentMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2017-12-310000921738srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2017-12-310000921738us-gaap:RetainedEarningsMember2018-01-012018-12-310000921738us-gaap:PreferredStockMember2018-12-310000921738us-gaap:CommonStockMember2018-12-310000921738us-gaap:TreasuryStockMember2018-12-310000921738us-gaap:AdditionalPaidInCapitalMember2018-12-310000921738us-gaap:RetainedEarningsMember2018-12-310000921738us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310000921738us-gaap:ParentMember2018-12-310000921738us-gaap:NoncontrollingInterestMember2018-12-3100009217382018-12-310000921738us-gaap:CommonStockMember2019-01-012019-12-310000921738us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310000921738us-gaap:ParentMember2019-01-012019-12-310000921738srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2018-12-310000921738us-gaap:ParentMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2018-12-310000921738srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2018-12-310000921738us-gaap:RetainedEarningsMember2019-01-012019-12-310000921738us-gaap:NoncontrollingInterestMember2019-01-012019-12-310000921738us-gaap:PreferredStockMember2019-12-310000921738us-gaap:CommonStockMember2019-12-310000921738us-gaap:TreasuryStockMember2019-12-310000921738us-gaap:AdditionalPaidInCapitalMember2019-12-310000921738us-gaap:RetainedEarningsMember2019-12-310000921738us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310000921738us-gaap:ParentMember2019-12-310000921738us-gaap:NoncontrollingInterestMember2019-12-310000921738us-gaap:CommonStockMember2020-01-012020-12-310000921738us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310000921738us-gaap:ParentMember2020-01-012020-12-310000921738us-gaap:PreferredStockMember2020-01-012020-12-310000921738srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2019-12-310000921738us-gaap:ParentMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310000921738srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310000921738us-gaap:RetainedEarningsMember2020-01-012020-12-310000921738us-gaap:NoncontrollingInterestMember2020-01-012020-12-310000921738us-gaap:PreferredStockMember2020-12-310000921738us-gaap:CommonStockMember2020-12-310000921738us-gaap:TreasuryStockMember2020-12-310000921738us-gaap:AdditionalPaidInCapitalMember2020-12-310000921738us-gaap:RetainedEarningsMember2020-12-310000921738us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310000921738us-gaap:ParentMember2020-12-310000921738us-gaap:NoncontrollingInterestMember2020-12-31xbrli:pure0000921738penn:BarstoolSportsIncMember2019-12-310000921738penn:BarstoolSportsIncMember2020-12-31penn:propertypenn:state0000921738penn:PinnacleAcquisitionMember2018-10-012018-10-310000921738penn:RevolvingCreditFacilityEntered2017Due2022Member2020-03-132020-12-310000921738penn:TropicanaLasVegasMember2020-03-132020-12-310000921738penn:HollywoodCasinoMorgantownMember2020-03-132020-12-3100009217382020-05-190000921738us-gaap:ConvertibleDebtMemberpenn:ConvertibleNotesDue2026Member2020-05-1900009217382020-03-132020-12-3100009217382020-09-242020-09-250000921738penn:RevolvingCreditFacilityEntered2017Due2022Member2020-09-302020-09-3000009217382020-11-120000921738us-gaap:LineOfCreditMemberpenn:RevolvingCreditFacilityEntered2017Due2022Member2020-12-31penn:facility0000921738penn:JackpotNevadaMember2020-12-31penn:segment0000921738penn:JackpotNevadaMember2020-01-012020-12-310000921738penn:KansasEntertainmentLLCMember2020-12-310000921738penn:MarkersIssuedToCustomersMember2020-12-310000921738penn:MarkersIssuedToCustomersMember2019-12-310000921738penn:CustomersReceivingCashCreditCardAndOtherAdvancesMember2020-12-310000921738penn:CustomersReceivingCashCreditCardAndOtherAdvancesMember2019-12-310000921738penn:ReceivableFromAutomaticTellerMachineAndCashKioskTransactionsMember2020-12-310000921738penn:ReceivableFromAutomaticTellerMachineAndCashKioskTransactionsMember2019-12-310000921738penn:HotelBanquetReceivableMember2020-12-310000921738penn:HotelBanquetReceivableMember2019-12-310000921738penn:RacingSettlementReceivableMember2020-12-310000921738penn:RacingSettlementReceivableMember2019-12-310000921738penn:SocialCasinoGameRevenuePlatformProvidersReceivableMember2020-12-310000921738penn:SocialCasinoGameRevenuePlatformProvidersReceivableMember2019-12-310000921738penn:InsuranceReceivableHurricaneLauraMember2020-12-310000921738penn:InsuranceReceivableHurricaneLauraMember2019-12-310000921738penn:OtherReceivableMember2020-12-310000921738penn:OtherReceivableMember2019-12-310000921738us-gaap:LandImprovementsMember2020-01-012020-12-310000921738us-gaap:BuildingAndBuildingImprovementsMembersrt:MinimumMember2020-01-012020-12-310000921738srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2020-01-012020-12-310000921738us-gaap:MaritimeEquipmentMembersrt:MinimumMember2020-01-012020-12-310000921738us-gaap:MaritimeEquipmentMembersrt:MaximumMember2020-01-012020-12-310000921738us-gaap:FurnitureAndFixturesMembersrt:MinimumMember2020-01-012020-12-310000921738us-gaap:FurnitureAndFixturesMembersrt:MaximumMember2020-01-012020-12-310000921738penn:PennMasterLeaseMember2013-11-012013-11-010000921738penn:PennMasterLeaseMember2013-11-010000921738penn:PinnacleMasterLeaseMember2018-10-150000921738penn:PinnacleMasterLeaseMember2018-10-152018-10-150000921738penn:MorgantownMember2020-10-012020-10-010000921738penn:MorgantownMember2020-10-010000921738penn:VirtualPlayingCreditsMember2020-01-012020-12-310000921738us-gaap:FoodAndBeverageMember2020-01-012020-12-310000921738us-gaap:FoodAndBeverageMember2019-01-012019-12-310000921738us-gaap:FoodAndBeverageMember2018-01-012018-12-310000921738us-gaap:OccupancyMember2020-01-012020-12-310000921738us-gaap:OccupancyMember2019-01-012019-12-310000921738us-gaap:OccupancyMember2018-01-012018-12-310000921738us-gaap:ProductAndServiceOtherMember2020-01-012020-12-310000921738us-gaap:ProductAndServiceOtherMember2019-01-012019-12-310000921738us-gaap:ProductAndServiceOtherMember2018-01-012018-12-310000921738penn:ContractWithCustomerLiabilityLoyaltyCreditMember2020-12-310000921738penn:ContractWithCustomerLiabilityLoyaltyCreditMember2019-12-310000921738penn:ContractWithCustomerLiabilityLoyaltyCreditMember2020-01-012020-12-310000921738penn:ContractWithCustomerLiabilityAdvancePaymentsOnGoodsAndServicesYetToBeProvidedAndUnpaidWagersMember2020-12-310000921738penn:ContractWithCustomerLiabilityAdvancePaymentsOnGoodsAndServicesYetToBeProvidedAndUnpaidWagersMember2019-12-31penn:agreement0000921738penn:OnlineSportsBettingAndIGamingMarketAccessMember2020-09-300000921738penn:OnlineSportsBettingAndIGamingMarketAccessMember2020-12-310000921738penn:OnlineSportsBettingAndIGamingMarketAccessMember2019-12-3100009217382020-01-012020-09-300000921738us-gaap:NaturalDisastersAndOtherCasualtyEventsMember2020-12-310000921738us-gaap:NaturalDisastersAndOtherCasualtyEventsMember2020-01-012020-12-310000921738us-gaap:NaturalDisastersAndOtherCasualtyEventsMember2020-08-012020-08-310000921738penn:NortheastSegmentMemberus-gaap:CasinoMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738us-gaap:CasinoMemberpenn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738us-gaap:CasinoMemberpenn:WestSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738penn:MidwestSegmentMemberus-gaap:CasinoMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738us-gaap:CasinoMemberus-gaap:CorporateNonSegmentMember2020-01-012020-12-310000921738us-gaap:CasinoMemberus-gaap:IntersegmentEliminationMember2020-01-012020-12-310000921738us-gaap:FoodAndBeverageMemberpenn:NortheastSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738us-gaap:FoodAndBeverageMemberpenn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738us-gaap:FoodAndBeverageMemberpenn:WestSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738us-gaap:FoodAndBeverageMemberpenn:MidwestSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738us-gaap:FoodAndBeverageMemberus-gaap:CorporateNonSegmentMember2020-01-012020-12-310000921738us-gaap:FoodAndBeverageMemberus-gaap:IntersegmentEliminationMember2020-01-012020-12-310000921738penn:NortheastSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738penn:SouthSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738penn:WestSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738penn:MidwestSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738us-gaap:CorporateNonSegmentMemberus-gaap:OccupancyMember2020-01-012020-12-310000921738us-gaap:IntersegmentEliminationMemberus-gaap:OccupancyMember2020-01-012020-12-310000921738penn:NortheastSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2020-01-012020-12-310000921738penn:SouthSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2020-01-012020-12-310000921738penn:WestSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2020-01-012020-12-310000921738penn:MidwestSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2020-01-012020-12-310000921738us-gaap:CorporateNonSegmentMemberus-gaap:ProductAndServiceOtherMember2020-01-012020-12-310000921738us-gaap:IntersegmentEliminationMemberus-gaap:ProductAndServiceOtherMember2020-01-012020-12-310000921738penn:NortheastSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738penn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738penn:WestSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738penn:MidwestSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-12-310000921738us-gaap:CorporateNonSegmentMember2020-01-012020-12-310000921738us-gaap:IntersegmentEliminationMember2020-01-012020-12-310000921738penn:NortheastSegmentMemberus-gaap:CasinoMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738us-gaap:CasinoMemberpenn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738us-gaap:CasinoMemberpenn:WestSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738penn:MidwestSegmentMemberus-gaap:CasinoMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738us-gaap:CasinoMemberus-gaap:CorporateNonSegmentMember2019-01-012019-12-310000921738us-gaap:CasinoMemberus-gaap:IntersegmentEliminationMember2019-01-012019-12-310000921738us-gaap:FoodAndBeverageMemberpenn:NortheastSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738us-gaap:FoodAndBeverageMemberpenn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738us-gaap:FoodAndBeverageMemberpenn:WestSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738us-gaap:FoodAndBeverageMemberpenn:MidwestSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738us-gaap:FoodAndBeverageMemberus-gaap:CorporateNonSegmentMember2019-01-012019-12-310000921738us-gaap:FoodAndBeverageMemberus-gaap:IntersegmentEliminationMember2019-01-012019-12-310000921738penn:NortheastSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738penn:SouthSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738penn:WestSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738penn:MidwestSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738us-gaap:CorporateNonSegmentMemberus-gaap:OccupancyMember2019-01-012019-12-310000921738us-gaap:IntersegmentEliminationMemberus-gaap:OccupancyMember2019-01-012019-12-310000921738penn:NortheastSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2019-01-012019-12-310000921738penn:SouthSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2019-01-012019-12-310000921738penn:WestSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2019-01-012019-12-310000921738penn:MidwestSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2019-01-012019-12-310000921738us-gaap:CorporateNonSegmentMemberus-gaap:ProductAndServiceOtherMember2019-01-012019-12-310000921738us-gaap:IntersegmentEliminationMemberus-gaap:ProductAndServiceOtherMember2019-01-012019-12-310000921738penn:NortheastSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738penn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738penn:WestSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738penn:MidwestSegmentMemberus-gaap:OperatingSegmentsMember2019-01-012019-12-310000921738us-gaap:CorporateNonSegmentMember2019-01-012019-12-310000921738us-gaap:IntersegmentEliminationMember2019-01-012019-12-310000921738penn:NortheastSegmentMemberus-gaap:CasinoMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738us-gaap:CasinoMemberpenn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738us-gaap:CasinoMemberpenn:WestSegmentMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738penn:MidwestSegmentMemberus-gaap:CasinoMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738us-gaap:CasinoMemberus-gaap:CorporateNonSegmentMember2018-01-012018-12-310000921738us-gaap:FoodAndBeverageMemberpenn:NortheastSegmentMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738us-gaap:FoodAndBeverageMemberpenn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738us-gaap:FoodAndBeverageMemberpenn:WestSegmentMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738us-gaap:FoodAndBeverageMemberpenn:MidwestSegmentMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738us-gaap:FoodAndBeverageMemberus-gaap:CorporateNonSegmentMember2018-01-012018-12-310000921738penn:NortheastSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738penn:SouthSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738penn:WestSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738penn:MidwestSegmentMemberus-gaap:OccupancyMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738us-gaap:CorporateNonSegmentMemberus-gaap:OccupancyMember2018-01-012018-12-310000921738penn:NortheastSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ManagementServiceIncentiveMember2018-01-012018-12-310000921738penn:SouthSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ManagementServiceIncentiveMember2018-01-012018-12-310000921738penn:WestSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ManagementServiceIncentiveMember2018-01-012018-12-310000921738penn:MidwestSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ManagementServiceIncentiveMember2018-01-012018-12-310000921738us-gaap:CorporateNonSegmentMemberus-gaap:ManagementServiceIncentiveMember2018-01-012018-12-310000921738us-gaap:ManagementServiceIncentiveMember2018-01-012018-12-310000921738penn:NortheastSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2018-01-012018-12-310000921738penn:SouthSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2018-01-012018-12-310000921738penn:WestSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2018-01-012018-12-310000921738penn:MidwestSegmentMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMember2018-01-012018-12-310000921738us-gaap:CorporateNonSegmentMemberus-gaap:ProductAndServiceOtherMember2018-01-012018-12-310000921738penn:NortheastSegmentMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738penn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738penn:WestSegmentMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738penn:MidwestSegmentMemberus-gaap:OperatingSegmentsMember2018-01-012018-12-310000921738us-gaap:CorporateNonSegmentMember2018-01-012018-12-310000921738penn:GreektownCasinoHotelMember2019-05-232019-05-230000921738penn:GreektownCasinoHotelMember2019-05-23penn:option0000921738penn:GreektownCasinoHotelMemberus-gaap:LicensingAgreementsMember2019-05-230000921738penn:GreektownCasinoHotelMemberus-gaap:TrademarksMember2019-05-230000921738us-gaap:CustomerRelationshipsMemberpenn:GreektownCasinoHotelMember2019-05-230000921738penn:GreektownCasinoHotelMember2019-05-232019-12-310000921738penn:MargaritavilleResortCasinoMember2019-01-012019-01-010000921738penn:MargaritavilleResortCasinoMember2019-01-010000921738penn:MargaritavilleResortCasinoMemberus-gaap:LicensingAgreementsMember2019-01-010000921738penn:MargaritavilleResortCasinoMemberus-gaap:CustomerRelationshipsMember2019-01-010000921738penn:MargaritavilleResortCasinoMemberus-gaap:CustomerRelationshipsMember2019-01-012019-01-010000921738penn:MargaritavilleResortCasinoMember2019-01-012019-12-310000921738penn:PinnacleAcquisitionMember2018-10-152018-10-150000921738penn:PinnacleAcquisitionMember2018-10-150000921738penn:AssetsExcludingAssetsHeldUnderMasterLeasesMemberpenn:PinnacleAcquisitionMember2018-10-150000921738penn:AssetsHeldUnderMasterLeasesMemberpenn:PinnacleAcquisitionMember2018-10-150000921738penn:PinnacleAcquisitionMemberus-gaap:LicensingAgreementsMember2018-10-150000921738penn:PinnacleAcquisitionMemberus-gaap:TrademarksMember2018-10-150000921738us-gaap:CustomerRelationshipsMemberpenn:PinnacleAcquisitionMember2018-10-150000921738penn:A1stJackpotCasinoMember2017-05-012017-05-010000921738us-gaap:LineOfCreditMemberpenn:JamulIndianVillageDevelopmentCorporationJIVDCMember2016-10-310000921738us-gaap:LineOfCreditMemberpenn:JamulIndianVillageDevelopmentCorporationJIVDCMemberpenn:JIVDCTermLoanCFacilityMember2016-10-310000921738penn:JamulIndianVillageDevelopmentCorporationJIVDCMember2017-01-012017-12-310000921738penn:JamulIndianVillageDevelopmentCorporationJIVDCMemberpenn:TermLoanReceivableMember2017-01-012017-12-310000921738us-gaap:UnfundedLoanCommitmentMemberpenn:JamulIndianVillageDevelopmentCorporationJIVDCMember2017-01-012017-12-310000921738penn:JamulIndianVillageDevelopmentCorporationJIVDCMember2018-05-252018-05-250000921738penn:JamulIndianVillageDevelopmentCorporationJIVDCMember2019-01-012019-12-310000921738penn:TropicanaLasVegasMember2020-04-162020-04-160000921738penn:TropicanaLasVegasMember2020-10-012020-12-310000921738penn:MorgantownMember2020-10-012020-10-010000921738penn:TropicanaLasVegasMember2020-01-012020-12-310000921738penn:MorgantownMember2020-01-012020-12-310000921738penn:HollywoodCasinoPerryvilleMember2020-12-152020-12-150000921738penn:FreeholdRacewayMember2020-12-310000921738penn:MAXXAMMember2020-12-310000921738penn:BarstoolSportsIncMember2020-02-012020-02-290000921738penn:BarstoolSportsIncMember2020-02-290000921738penn:BarstoolSportsIncMember2020-02-290000921738us-gaap:SeriesDPreferredStockMember2020-02-202020-02-200000921738us-gaap:SeriesDPreferredStockMember2020-02-200000921738penn:BarstoolSportsIncMember2020-12-310000921738penn:KansasEntertainmentLLCMember2019-12-310000921738penn:KansasEntertainmentLLCMember2020-01-012020-12-310000921738penn:KansasEntertainmentLLCMember2019-01-012019-12-310000921738penn:KansasEntertainmentLLCMember2018-01-012018-12-310000921738penn:MAXXAMMember2020-04-012020-06-300000921738penn:LandAndLandImprovementsNotSubjectToMasterLeaseMember2020-12-310000921738penn:LandAndLandImprovementsNotSubjectToMasterLeaseMember2019-12-310000921738penn:BuildingsVesselsAndImprovementsNotSubjectToMasterLeaseMember2020-12-310000921738penn:BuildingsVesselsAndImprovementsNotSubjectToMasterLeaseMember2019-12-310000921738penn:FurnitureFixturesAndEquipmentNotSubjectToMasterLeaseMember2020-12-310000921738penn:FurnitureFixturesAndEquipmentNotSubjectToMasterLeaseMember2019-12-310000921738penn:LeaseholdImprovementsNotSubjectToMasterLeaseMember2020-12-310000921738penn:LeaseholdImprovementsNotSubjectToMasterLeaseMember2019-12-310000921738penn:ConstructionInProgressNotSubjectToMasterLeaseMember2020-12-310000921738penn:ConstructionInProgressNotSubjectToMasterLeaseMember2019-12-310000921738penn:AssetsExcludingAssetsHeldUnderMasterLeasesMember2020-12-310000921738penn:AssetsExcludingAssetsHeldUnderMasterLeasesMember2019-12-310000921738penn:LandAndLandImprovementsSubjectToMasterLeaseMember2020-12-310000921738penn:LandAndLandImprovementsSubjectToMasterLeaseMember2019-12-310000921738penn:BuildingsVesselsAndImprovementsSubjectToMasterLeaseMember2020-12-310000921738penn:BuildingsVesselsAndImprovementsSubjectToMasterLeaseMember2019-12-310000921738penn:AssetsHeldUnderMasterLeasesMember2020-12-310000921738penn:AssetsHeldUnderMasterLeasesMember2019-12-310000921738penn:AssetsHeldUnderMasterLeasesMember2020-01-012020-12-310000921738penn:AssetsHeldUnderMasterLeasesMember2019-01-012019-12-310000921738penn:AssetsHeldUnderMasterLeasesMember2018-01-012018-12-310000921738penn:AssetsExcludingAssetsHeldUnderMasterLeasesMemberus-gaap:NaturalDisastersAndOtherCasualtyEventsMember2020-08-012020-08-310000921738penn:AssetsHeldUnderMasterLeasesMemberus-gaap:NaturalDisastersAndOtherCasualtyEventsMember2020-08-012020-08-310000921738penn:NortheastSegmentMemberus-gaap:OperatingSegmentsMember2018-12-310000921738penn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2018-12-310000921738penn:WestSegmentMemberus-gaap:OperatingSegmentsMember2018-12-310000921738penn:MidwestSegmentMemberus-gaap:OperatingSegmentsMember2018-12-310000921738us-gaap:CorporateNonSegmentMember2018-12-310000921738penn:NortheastSegmentMemberus-gaap:OperatingSegmentsMember2019-12-310000921738penn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2019-12-310000921738penn:WestSegmentMemberus-gaap:OperatingSegmentsMember2019-12-310000921738penn:MidwestSegmentMemberus-gaap:OperatingSegmentsMember2019-12-310000921738us-gaap:CorporateNonSegmentMember2019-12-310000921738penn:NortheastSegmentMemberus-gaap:OperatingSegmentsMember2020-12-310000921738penn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2020-12-310000921738penn:WestSegmentMemberus-gaap:OperatingSegmentsMember2020-12-310000921738penn:MidwestSegmentMemberus-gaap:OperatingSegmentsMember2020-12-310000921738us-gaap:CorporateNonSegmentMember2020-12-3100009217382020-01-012020-03-310000921738us-gaap:LicensingAgreementsMember2020-01-012020-03-310000921738us-gaap:TrademarksMember2020-01-012020-03-310000921738penn:NortheastSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-03-310000921738penn:SouthSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-03-310000921738penn:MidwestSegmentMemberus-gaap:OperatingSegmentsMember2020-01-012020-03-310000921738penn:NortheastSegmentMemberus-gaap:LicensingAgreementsMember2020-01-012020-03-310000921738penn:SouthSegmentMemberus-gaap:LicensingAgreementsMember2020-01-012020-03-310000921738penn:MidwestSegmentMemberus-gaap:LicensingAgreementsMember2020-01-012020-03-310000921738penn:NortheastSegmentMemberus-gaap:TrademarksMember2020-01-012020-03-310000921738penn:SouthSegmentMemberus-gaap:TrademarksMember2020-01-012020-03-310000921738penn:MidwestSegmentMemberus-gaap:TrademarksMember2020-01-012020-03-310000921738penn:WestSegmentMemberus-gaap:TrademarksMember2020-01-012020-03-310000921738us-gaap:LicensingAgreementsMember2019-01-012019-12-310000921738us-gaap:TrademarksMember2019-01-012019-12-310000921738penn:NortheastSegmentMember2020-01-012020-12-310000921738penn:SouthSegmentMember2020-01-012020-12-310000921738penn:MidwestSegmentMember2020-01-012020-12-310000921738penn:NortheastSegmentMemberus-gaap:LicensingAgreementsMember2020-01-012020-12-310000921738penn:SouthSegmentMemberus-gaap:LicensingAgreementsMember2020-01-012020-12-310000921738penn:NortheastSegmentMemberus-gaap:TrademarksMember2020-01-012020-12-310000921738penn:SouthSegmentMemberus-gaap:TrademarksMember2020-01-012020-12-310000921738penn:MidwestSegmentMemberus-gaap:TrademarksMember2020-01-012020-12-31penn:reporting_unit00009217382020-10-010000921738penn:NortheastSegmentMemberpenn:HollywoodCasinoatCharlesTownRacesMember2020-10-010000921738penn:NortheastSegmentMemberpenn:HollywoodCasinoToledoMember2020-10-010000921738penn:NortheastSegmentMemberpenn:PlainridgeParkCasinoMember2020-10-010000921738penn:AmeristarVicksburgMemberpenn:SouthSegmentMember2020-10-010000921738penn:SouthSegmentMemberpenn:BoomtownNewOrleansMember2020-10-010000921738penn:CactusPetesAndHorseshuMemberpenn:WestSegmentMember2020-10-010000921738penn:MidwestSegmentMemberpenn:AmeristarCouncilBluffsMember2020-10-010000921738us-gaap:LicensingAgreementsMember2020-12-310000921738us-gaap:LicensingAgreementsMember2019-12-310000921738us-gaap:TrademarksMember2020-12-310000921738us-gaap:TrademarksMember2019-12-310000921738us-gaap:OtherIntangibleAssetsMember2020-12-310000921738us-gaap:OtherIntangibleAssetsMember2019-12-310000921738us-gaap:CustomerRelationshipsMember2020-12-310000921738us-gaap:CustomerRelationshipsMember2019-12-310000921738us-gaap:OtherIntangibleAssetsMember2020-12-310000921738us-gaap:OtherIntangibleAssetsMember2019-12-310000921738us-gaap:LicensingAgreementsMember2020-01-012020-12-310000921738us-gaap:LicensingAgreementsMemberstpr:PA2019-01-012019-12-31penn:licensepenn:machinepenn:game0000921738penn:YorkCountyPennsylvaniaMemberus-gaap:LicensingAgreementsMember2018-01-012018-12-310000921738penn:BerksCountyMemberus-gaap:LicensingAgreementsMember2018-01-012018-12-310000921738us-gaap:LicensingAgreementsMemberstpr:PA2018-01-012018-12-310000921738us-gaap:LineOfCreditMemberpenn:RevolvingCreditFacilityDue2023Member2020-12-310000921738us-gaap:LineOfCreditMemberpenn:RevolvingCreditFacilityDue2023Member2019-12-310000921738penn:TermLoanAFacilityDue2023Memberus-gaap:LineOfCreditMember2020-12-310000921738penn:TermLoanAFacilityDue2023Memberus-gaap:LineOfCreditMember2019-12-310000921738us-gaap:LineOfCreditMemberpenn:TermLoanB1FacilityDue2025Member2020-12-310000921738us-gaap:LineOfCreditMemberpenn:TermLoanB1FacilityDue2025Member2019-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:SeniorNotesMember2020-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:SeniorNotesMember2019-12-310000921738us-gaap:ConvertibleDebtMemberpenn:ConvertibleNotesDue2026Member2020-12-310000921738us-gaap:ConvertibleDebtMemberpenn:ConvertibleNotesDue2026Member2019-12-310000921738us-gaap:NotesPayableOtherPayablesMember2020-12-310000921738us-gaap:NotesPayableOtherPayablesMember2019-12-310000921738us-gaap:LineOfCreditMemberpenn:RevolvingCreditFacilityEntered2017Due2022Member2017-01-192017-01-190000921738us-gaap:LineOfCreditMemberpenn:RevolvingCreditFacilityEntered2017Due2022Member2017-01-190000921738penn:TermLoanAFacilityEntered2017Due2022Memberus-gaap:LineOfCreditMember2017-01-192017-01-190000921738penn:TermLoanAFacilityEntered2017Due2022Memberus-gaap:LineOfCreditMember2017-01-190000921738penn:TermLoanBFacilityEntered2017Due2024Memberus-gaap:LineOfCreditMember2017-01-192017-01-190000921738penn:TermLoanBFacilityEntered2017Due2024Memberus-gaap:LineOfCreditMember2017-01-190000921738us-gaap:LineOfCreditMemberpenn:TermLoanAFacilityDue2023IncrementalCapacityMember2018-10-150000921738us-gaap:LineOfCreditMemberpenn:TermLoanB1FacilityDue2025Member2018-10-150000921738penn:SeniorNotesDue2027Memberus-gaap:SeniorNotesMember2017-01-190000921738us-gaap:LondonInterbankOfferedRateLIBORMemberpenn:TermLoanAFacilityDue2023Memberus-gaap:LineOfCreditMembersrt:MinimumMember2018-10-152018-10-150000921738us-gaap:LondonInterbankOfferedRateLIBORMemberpenn:TermLoanAFacilityDue2023Memberus-gaap:LineOfCreditMembersrt:MaximumMember2018-10-152018-10-150000921738penn:TermLoanAFacilityDue2023Memberus-gaap:LineOfCreditMemberus-gaap:BaseRateMembersrt:MinimumMember2018-10-152018-10-150000921738penn:TermLoanAFacilityDue2023Memberus-gaap:LineOfCreditMembersrt:MaximumMemberus-gaap:BaseRateMember2018-10-152018-10-150000921738us-gaap:LondonInterbankOfferedRateLIBORMemberus-gaap:LineOfCreditMemberpenn:TermLoanB1FacilityDue2025Member2018-10-152018-10-150000921738us-gaap:LineOfCreditMemberpenn:TermLoanB1FacilityDue2025Memberus-gaap:BaseRateMember2018-10-152018-10-150000921738us-gaap:LineOfCreditMemberpenn:TermLoanB1FacilityDue2025Member2018-10-152018-10-150000921738penn:TermLoanBFacilityEntered2013Due2020Memberus-gaap:LondonInterbankOfferedRateLIBORMemberus-gaap:LineOfCreditMember2018-10-152018-10-150000921738penn:TermLoanBFacilityEntered2013Due2020Memberus-gaap:LineOfCreditMemberus-gaap:BaseRateMember2018-10-152018-10-150000921738us-gaap:LineOfCreditMemberpenn:RevolvingCreditFacilityDue2023Membersrt:MinimumMember2020-01-012020-12-310000921738us-gaap:LineOfCreditMembersrt:MaximumMemberpenn:RevolvingCreditFacilityDue2023Member2020-01-012020-12-310000921738penn:SeniorSecuredCreditFacilityMemberpenn:CovenantReliefPeriodOneMember2020-04-140000921738penn:CovenantReliefPeriodTwoMemberpenn:SeniorSecuredCreditFacilityMember2020-04-140000921738penn:SeniorSecuredCreditFacilityMemberpenn:CovenantReliefPeriodThreeMember2020-04-140000921738penn:CovenantReliefPeriodFourMemberpenn:SeniorSecuredCreditFacilityMember2020-04-140000921738srt:MaximumMemberpenn:SeniorSecuredCreditFacilityMember2020-04-140000921738penn:SeniorSecuredCreditFacilityMembersrt:MinimumMember2020-04-140000921738penn:SeniorSecuredCreditFacilityMember2020-04-140000921738penn:SeniorSecuredCreditFacilityMember2020-04-142020-04-140000921738penn:SeniorSecuredCreditFacilityMemberus-gaap:BaseRateMember2020-04-142020-04-140000921738us-gaap:LondonInterbankOfferedRateLIBORMemberpenn:SeniorSecuredCreditFacilityMember2020-04-142020-04-140000921738us-gaap:LineOfCreditMemberpenn:RevolvingCreditFacilityEntered2017Due2022Member2019-12-310000921738us-gaap:LineOfCreditMemberpenn:RevolvingCreditFacilityEntered2017Due2022Member2020-10-012020-12-310000921738us-gaap:LineOfCreditMemberpenn:SeniorSecuredCreditFacilityMember2018-01-012018-12-310000921738us-gaap:ConvertibleDebtMemberpenn:ConvertibleNotesDue2026Member2020-05-012020-05-310000921738us-gaap:ConvertibleDebtMemberpenn:ConvertibleNotesDue2026Member2020-05-140000921738us-gaap:ConvertibleDebtMemberpenn:ConvertibleNotesDue2026Member2020-09-302020-09-300000921738us-gaap:DebtInstrumentRedemptionPeriodOneMember2020-05-012020-05-310000921738us-gaap:DebtInstrumentRedemptionPeriodTwoMember2020-05-012020-05-310000921738us-gaap:DebtInstrumentRedemptionPeriodThreeMember2020-05-012020-05-310000921738us-gaap:ConvertibleDebtMemberpenn:ConvertibleNotesDue2026Member2020-05-310000921738us-gaap:ConvertibleDebtMemberpenn:ConvertibleNotesDue2026LiabilityComponentMember2020-05-310000921738us-gaap:ConvertibleDebtMemberpenn:ConvertibleNotesDue2026EquityComponentMember2020-05-310000921738us-gaap:ConvertibleDebtMemberpenn:ConvertibleNotesDue2026Member2020-01-012020-12-310000921738us-gaap:NotesPayableOtherPayablesMemberpenn:RelocationForHollywoodGamingAtDaytonRacewayAndHollywoodGamingAtMahoningMember2020-12-310000921738us-gaap:NotesPayableOtherPayablesMemberpenn:RelocationForHollywoodGamingAtDaytonRacewayAndHollywoodGamingAtMahoningMember2019-12-310000921738penn:RepaymentObligationRedevelopmentOfHotelAndEventCenterMemberus-gaap:NotesPayableOtherPayablesMember2020-12-310000921738us-gaap:NotesPayableOtherPayablesMemberpenn:RelocationForHollywoodGamingAtDaytonRacewayAndHollywoodGamingAtMahoningMemberus-gaap:MeasurementInputDiscountRateMember2015-09-300000921738us-gaap:NotesPayableOtherPayablesMemberpenn:RelocationForHollywoodGamingAtDaytonRacewayAndHollywoodGamingAtMahoningMember2015-09-30penn:payment0000921738us-gaap:NotesPayableOtherPayablesMemberpenn:RelocationForHollywoodGamingAtDaytonRacewayAndHollywoodGamingAtMahoningMember2015-07-012015-09-300000921738us-gaap:NotesPayableOtherPayablesMemberpenn:RelocationForHollywoodGamingAtDaytonRacewayAndHollywoodGamingAtMahoningMember2020-01-012020-12-310000921738us-gaap:NotesPayableOtherPayablesMemberpenn:RelocationForHollywoodGamingAtDaytonRacewayAndHollywoodGamingAtMahoningMember2019-01-012019-12-310000921738us-gaap:NotesPayableOtherPayablesMemberpenn:RelocationForHollywoodGamingAtDaytonRacewayAndHollywoodGamingAtMahoningMember2018-01-012018-12-310000921738penn:RepaymentObligationRedevelopmentOfHotelAndEventCenterMemberus-gaap:NotesPayableOtherPayablesMember2019-12-310000921738penn:RepaymentObligationRedevelopmentOfHotelAndEventCenterMemberus-gaap:NotesPayableOtherPayablesMember2015-01-310000921738penn:RepaymentObligationRedevelopmentOfHotelAndEventCenterMemberus-gaap:NotesPayableOtherPayablesMember2015-01-012015-01-310000921738penn:RepaymentObligationRedevelopmentOfHotelAndEventCenterMemberus-gaap:NotesPayableOtherPayablesMember2018-01-012018-12-310000921738penn:RepaymentObligationRedevelopmentOfHotelAndEventCenterMemberus-gaap:NotesPayableOtherPayablesMember2019-01-012019-12-310000921738penn:RepaymentObligationRedevelopmentOfHotelAndEventCenterMemberus-gaap:NotesPayableOtherPayablesMember2020-01-012020-12-310000921738us-gaap:DebtInstrumentRedemptionPeriodOneMemberpenn:ConvertibleNotesDue2026Memberus-gaap:SeniorNotesMember2020-05-012020-05-310000921738us-gaap:DebtInstrumentRedemptionPeriodThreeMemberpenn:ConvertibleNotesDue2026Memberus-gaap:SeniorNotesMember2020-05-012020-05-310000921738penn:PennMasterLeaseMember2013-11-012013-11-010000921738penn:PennMasterLeaseMember2019-11-012019-11-010000921738penn:PennMasterLeaseMember2018-11-012018-11-010000921738penn:PennMasterLeaseMember2019-11-010000921738penn:PennMasterLeaseMember2019-05-230000921738us-gaap:GeneralAndAdministrativeExpenseMemberpenn:PennMasterLeaseMember2020-01-012020-12-310000921738us-gaap:GeneralAndAdministrativeExpenseMemberpenn:PennMasterLeaseMember2019-01-012019-12-310000921738us-gaap:GeneralAndAdministrativeExpenseMemberpenn:PennMasterLeaseMember2018-01-012018-12-310000921738penn:PennMasterLeaseMemberus-gaap:InterestExpenseMember2020-01-012020-12-310000921738penn:PennMasterLeaseMemberus-gaap:InterestExpenseMember2019-01-012019-12-310000921738penn:PennMasterLeaseMemberus-gaap:InterestExpenseMember2018-01-012018-12-310000921738penn:PennMasterLeaseMember2020-01-012020-12-310000921738penn:PennMasterLeaseMember2019-01-012019-12-310000921738penn:PennMasterLeaseMember2018-01-012018-12-310000921738penn:PinnacleMasterLeaseMember2016-04-280000921738penn:PinnacleMasterLeaseMember2016-04-282016-04-280000921738penn:PinnacleMasterLeaseMember2016-04-282016-04-28penn:extension_period0000921738penn:PinnacleMasterLeaseMember2019-05-012019-05-010000921738penn:PinnacleMasterLeaseMember2019-05-010000921738penn:PinnacleMasterLeaseMember2020-05-012020-05-010000921738penn:PinnacleMasterLeaseMember2020-05-010000921738penn:MorgantownLeaseMember2020-10-012020-10-010000921738penn:MorgantownMember2020-10-010000921738penn:MorgantownLeaseMember2020-10-010000921738penn:TropicanaLasVegasMember2020-04-160000921738penn:MeadowsLeaseMember2016-09-092016-09-090000921738penn:LeaseRenewalOptionOneMemberpenn:MeadowsLeaseMember2016-09-090000921738penn:LeaseRenewalOptionOneMemberpenn:MeadowsLeaseMember2016-09-092016-09-090000921738penn:LeaseRenewalOptionTwoMemberpenn:MeadowsLeaseMember2016-09-090000921738penn:LeaseRenewalOptionTwoMemberpenn:MeadowsLeaseMember2020-01-012020-12-310000921738penn:MeadowsLeaseMember2020-01-012020-12-310000921738penn:MeadowsLeaseMember2020-02-012020-02-010000921738penn:MeadowsLeaseMember2020-02-010000921738penn:MeadowsLeaseMember2020-10-012020-10-010000921738penn:MeadowsLeaseMember2020-10-010000921738penn:MargaritavilleLeaseMember2019-01-010000921738penn:MargaritavilleLeaseMember2019-01-012019-01-010000921738penn:MargaritavilleLeaseMember2019-01-012019-01-010000921738penn:MargaritavilleLeaseMember2020-02-012020-02-010000921738penn:MargaritavilleLeaseMember2020-02-012020-02-010000921738penn:MargaritavilleLeaseMember2020-02-010000921738penn:GreektownLeaseMember2019-05-230000921738penn:GreektownLeaseMember2019-05-232019-05-230000921738penn:GreektownLeaseMember2019-05-232019-05-230000921738us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-12-310000921738us-gaap:GeneralAndAdministrativeExpenseMember2019-01-012019-12-310000921738us-gaap:CostOfGoodsTotalMember2020-01-012020-12-310000921738us-gaap:CostOfGoodsTotalMember2019-01-012019-12-310000921738us-gaap:CasinoMemberus-gaap:CostOfGoodsTotalMember2020-01-012020-12-310000921738us-gaap:CasinoMemberus-gaap:CostOfGoodsTotalMember2019-01-012019-12-310000921738us-gaap:InterestExpenseMember2020-01-012020-12-310000921738us-gaap:InterestExpenseMember2019-01-012019-12-310000921738penn:DepreciationAndAmortizationExpenseMember2020-01-012020-12-310000921738penn:DepreciationAndAmortizationExpenseMember2019-01-012019-12-310000921738penn:PennMasterLeaseMember2020-10-012020-12-310000921738penn:PennMasterLeaseMember2019-10-012019-12-310000921738penn:PinnacleMasterLeaseMember2020-10-012020-12-310000921738penn:PinnacleMasterLeaseMember2019-10-012019-12-310000921738penn:MeadowsLeaseMember2020-10-012020-12-310000921738penn:MeadowsLeaseMember2019-10-012019-12-310000921738penn:MargaritavilleLeaseMember2020-10-012020-12-310000921738penn:MargaritavilleLeaseMember2019-10-012019-12-310000921738penn:GreektownLeaseMember2020-10-012020-12-310000921738penn:GreektownLeaseMember2019-10-012019-12-310000921738penn:MorgantownLeaseMember2020-01-012020-12-310000921738penn:MorgantownLeaseMember2019-01-012019-12-3100009217382020-10-012020-12-3100009217382019-10-012019-12-310000921738penn:PennMasterLeaseMember2020-01-012020-12-310000921738penn:PinnacleMasterLeaseMember2020-01-012020-12-310000921738penn:MeadowsLeaseMember2020-01-012020-12-310000921738penn:MargaritavilleLeaseMember2020-01-012020-12-310000921738penn:LocationShareAgreementsMember2020-01-012020-12-310000921738penn:LocationShareAgreementsMember2019-01-012019-12-310000921738penn:LocationShareAgreementsMember2018-01-012018-12-310000921738penn:PennMasterLeaseAndPinnacleMasterLeaseMember2020-10-012020-10-010000921738penn:Section401kPlanMember2020-01-012020-12-310000921738penn:Section401kPlanMember2019-01-012019-12-310000921738penn:Section401kPlanMember2018-01-012018-12-31penn:employee0000921738us-gaap:DomesticCountryMember2019-12-310000921738us-gaap:DomesticCountryMember2020-12-310000921738us-gaap:StateAndLocalJurisdictionMember2020-12-310000921738us-gaap:DomesticCountryMember2020-01-012020-12-310000921738us-gaap:DomesticCountryMember2019-01-012019-12-310000921738us-gaap:DomesticCountryMember2018-01-012018-12-310000921738us-gaap:ForeignCountryMember2020-01-012020-12-310000921738us-gaap:ForeignCountryMember2019-01-012019-12-310000921738us-gaap:ForeignCountryMember2018-01-012018-12-3100009217382020-05-142020-05-1400009217382020-05-192020-05-1900009217382020-05-142020-05-1900009217382020-09-242020-09-2400009217382020-09-252020-09-2500009217382020-09-2500009217382019-01-09penn:series0000921738penn:A2018LongTermIncentiveCompensationPlanMember2019-06-300000921738penn:A2018LongTermIncentiveCompensationPlanMember2018-06-012018-06-300000921738us-gaap:RestrictedStockMemberpenn:A2018LongTermIncentiveCompensationPlanMember2018-06-012018-06-300000921738penn:A2018LongTermIncentiveCompensationPlanMember2020-12-310000921738us-gaap:EmployeeStockOptionMember2020-01-012020-12-310000921738us-gaap:EmployeeStockOptionMembersrt:MinimumMember2020-01-012020-12-310000921738srt:MaximumMemberus-gaap:EmployeeStockOptionMember2020-01-012020-12-310000921738penn:ExercisePriceRangeOneMember2020-01-012020-12-310000921738penn:ExercisePriceRangeTwoMember2020-01-012020-12-310000921738penn:ExercisePriceRangeThreeMember2020-01-012020-12-310000921738penn:ExercisePriceRangeFourMember2020-01-012020-12-310000921738penn:ExercisePriceRangeFiveMember2020-01-012020-12-310000921738penn:ExercisePriceRangeOneMember2020-12-310000921738penn:ExercisePriceRangeTwoMember2020-12-310000921738penn:ExercisePriceRangeThreeMember2020-12-310000921738penn:ExercisePriceRangeFourMember2020-12-310000921738penn:ExercisePriceRangeFiveMember2020-12-310000921738us-gaap:PerformanceSharesMember2018-02-062018-02-060000921738us-gaap:PerformanceSharesMember2019-02-142019-02-140000921738us-gaap:PerformanceSharesMember2020-02-252020-02-25penn:performance_period0000921738us-gaap:PerformanceSharesMember2020-01-012020-12-310000921738srt:MinimumMemberus-gaap:PerformanceSharesMember2020-01-012020-12-310000921738srt:MaximumMemberus-gaap:PerformanceSharesMember2020-01-012020-12-310000921738us-gaap:PerformanceSharesMember2019-12-310000921738us-gaap:RestrictedStockMember2019-12-310000921738us-gaap:RestrictedStockMember2020-01-012020-12-310000921738us-gaap:PerformanceSharesMember2020-12-310000921738us-gaap:RestrictedStockMember2020-12-310000921738us-gaap:RestrictedStockMember2019-01-012019-12-310000921738us-gaap:RestrictedStockMember2018-01-012018-12-310000921738us-gaap:PhantomShareUnitsPSUsMembersrt:MinimumMember2020-01-012020-12-310000921738us-gaap:PhantomShareUnitsPSUsMembersrt:MaximumMember2020-01-012020-12-310000921738us-gaap:PhantomShareUnitsPSUsMember2020-12-310000921738us-gaap:PhantomShareUnitsPSUsMember2019-12-310000921738us-gaap:PhantomShareUnitsPSUsMember2020-01-012020-12-310000921738us-gaap:PhantomShareUnitsPSUsMember2019-01-012019-12-310000921738us-gaap:PhantomShareUnitsPSUsMember2018-01-012018-12-310000921738us-gaap:StockAppreciationRightsSARSMember2020-01-012020-12-310000921738us-gaap:StockAppreciationRightsSARSMember2020-12-310000921738us-gaap:StockAppreciationRightsSARSMember2019-12-310000921738us-gaap:StockAppreciationRightsSARSMember2019-01-012019-12-310000921738us-gaap:StockAppreciationRightsSARSMember2018-01-012018-12-310000921738penn:BarstoolSportsIncMember2020-02-202020-02-200000921738us-gaap:EmployeeStockOptionMember2020-01-012020-12-310000921738us-gaap:RestrictedStockMember2020-01-012020-12-310000921738us-gaap:ConvertiblePreferredStockMember2020-01-012020-12-310000921738us-gaap:ConvertibleDebtSecuritiesMember2020-01-012020-12-310000921738us-gaap:EmployeeStockOptionMember2019-01-012019-12-310000921738us-gaap:EmployeeStockOptionMember2018-01-012018-12-310000921738us-gaap:IntersegmentEliminationMember2018-01-012018-12-310000921738penn:RetamaNominalHolderLLCMember2020-12-310000921738penn:PinnacleRetamaPartnersLLCMember2020-12-310000921738penn:RetamaDevelopmentCorporationMemberpenn:PinnacleRetamaPartnersLLCMember2019-12-310000921738penn:RetamaDevelopmentCorporationMemberpenn:PinnacleRetamaPartnersLLCMember2020-12-310000921738us-gaap:USStatesAndPoliticalSubdivisionsMemberpenn:PinnacleRetamaPartnersLLCMember2019-12-310000921738us-gaap:USStatesAndPoliticalSubdivisionsMemberpenn:PinnacleRetamaPartnersLLCMember2020-12-310000921738penn:PlainridgeParkCasinoMember2020-01-012020-12-310000921738penn:PlainridgeParkCasinoMember2020-12-310000921738penn:PlainridgeParkCasinoMember2019-12-310000921738penn:PlainridgeParkCasinoMember2020-04-012020-06-300000921738us-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310000921738us-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310000921738us-gaap:FairValueInputsLevel1Member2020-12-310000921738us-gaap:FairValueInputsLevel2Member2020-12-310000921738us-gaap:FairValueInputsLevel3Member2020-12-310000921738us-gaap:LineOfCreditMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310000921738us-gaap:LineOfCreditMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310000921738us-gaap:LineOfCreditMemberus-gaap:FairValueInputsLevel1Member2020-12-310000921738us-gaap:FairValueInputsLevel2Memberus-gaap:LineOfCreditMember2020-12-310000921738us-gaap:LineOfCreditMemberus-gaap:FairValueInputsLevel3Member2020-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2020-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:SeniorNotesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:FairValueInputsLevel1Memberus-gaap:SeniorNotesMember2020-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:FairValueInputsLevel2Memberus-gaap:SeniorNotesMember2020-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:FairValueInputsLevel3Memberus-gaap:SeniorNotesMember2020-12-310000921738us-gaap:ConvertibleNotesPayableMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310000921738us-gaap:ConvertibleNotesPayableMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310000921738us-gaap:ConvertibleNotesPayableMemberus-gaap:FairValueInputsLevel1Member2020-12-310000921738us-gaap:ConvertibleNotesPayableMemberus-gaap:FairValueInputsLevel2Member2020-12-310000921738us-gaap:ConvertibleNotesPayableMemberus-gaap:FairValueInputsLevel3Member2020-12-310000921738us-gaap:NotesPayableOtherPayablesMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310000921738us-gaap:NotesPayableOtherPayablesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310000921738us-gaap:NotesPayableOtherPayablesMemberus-gaap:FairValueInputsLevel1Member2020-12-310000921738us-gaap:NotesPayableOtherPayablesMemberus-gaap:FairValueInputsLevel2Member2020-12-310000921738us-gaap:NotesPayableOtherPayablesMemberus-gaap:FairValueInputsLevel3Member2020-12-310000921738us-gaap:CarryingReportedAmountFairValueDisclosureMember2019-12-310000921738us-gaap:EstimateOfFairValueFairValueDisclosureMember2019-12-310000921738us-gaap:FairValueInputsLevel1Member2019-12-310000921738us-gaap:FairValueInputsLevel2Member2019-12-310000921738us-gaap:FairValueInputsLevel3Member2019-12-310000921738us-gaap:LineOfCreditMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2019-12-310000921738us-gaap:LineOfCreditMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2019-12-310000921738us-gaap:LineOfCreditMemberus-gaap:FairValueInputsLevel1Member2019-12-310000921738us-gaap:FairValueInputsLevel2Memberus-gaap:LineOfCreditMember2019-12-310000921738us-gaap:LineOfCreditMemberus-gaap:FairValueInputsLevel3Member2019-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2019-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:SeniorNotesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2019-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:FairValueInputsLevel1Memberus-gaap:SeniorNotesMember2019-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:FairValueInputsLevel2Memberus-gaap:SeniorNotesMember2019-12-310000921738penn:SeniorNotesDue2027Memberus-gaap:FairValueInputsLevel3Memberus-gaap:SeniorNotesMember2019-12-310000921738us-gaap:NotesPayableOtherPayablesMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2019-12-310000921738us-gaap:NotesPayableOtherPayablesMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2019-12-310000921738us-gaap:NotesPayableOtherPayablesMemberus-gaap:FairValueInputsLevel1Member2019-12-310000921738us-gaap:NotesPayableOtherPayablesMemberus-gaap:FairValueInputsLevel2Member2019-12-310000921738us-gaap:NotesPayableOtherPayablesMemberus-gaap:FairValueInputsLevel3Member2019-12-310000921738us-gaap:FairValueInputsLevel1Member2020-03-310000921738us-gaap:FairValueInputsLevel2Member2020-03-310000921738us-gaap:FairValueInputsLevel3Member2020-03-3100009217382020-03-310000921738us-gaap:LicensingAgreementsMemberus-gaap:FairValueInputsLevel1Member2020-03-310000921738us-gaap:FairValueInputsLevel2Memberus-gaap:LicensingAgreementsMember2020-03-310000921738us-gaap:LicensingAgreementsMemberus-gaap:FairValueInputsLevel3Member2020-03-310000921738us-gaap:LicensingAgreementsMember2020-03-310000921738us-gaap:FairValueInputsLevel1Memberus-gaap:TrademarksMember2020-03-310000921738us-gaap:FairValueInputsLevel2Memberus-gaap:TrademarksMember2020-03-310000921738us-gaap:FairValueInputsLevel3Memberus-gaap:TrademarksMember2020-03-310000921738us-gaap:TrademarksMember2020-03-310000921738us-gaap:TrademarksMember2020-01-012020-12-310000921738us-gaap:FairValueInputsLevel1Member2019-10-010000921738us-gaap:FairValueInputsLevel2Member2019-10-010000921738us-gaap:FairValueInputsLevel3Member2019-10-0100009217382019-10-010000921738us-gaap:LicensingAgreementsMemberus-gaap:FairValueInputsLevel1Member2019-10-010000921738us-gaap:FairValueInputsLevel2Memberus-gaap:LicensingAgreementsMember2019-10-010000921738us-gaap:LicensingAgreementsMemberus-gaap:FairValueInputsLevel3Member2019-10-010000921738us-gaap:LicensingAgreementsMember2019-10-010000921738us-gaap:FairValueInputsLevel1Memberus-gaap:TrademarksMember2019-10-010000921738us-gaap:FairValueInputsLevel2Memberus-gaap:TrademarksMember2019-10-010000921738us-gaap:FairValueInputsLevel3Memberus-gaap:TrademarksMember2019-10-010000921738us-gaap:TrademarksMember2019-10-010000921738us-gaap:ValuationTechniqueDiscountedCashFlowMemberpenn:PlainridgeParkCasinoMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMember2020-12-310000921738us-gaap:LicensingAgreementsMember2020-10-010000921738us-gaap:LicensingAgreementsMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2020-10-010000921738us-gaap:LicensingAgreementsMembersrt:MaximumMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMember2020-10-010000921738us-gaap:LicensingAgreementsMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputLongTermRevenueGrowthRateMember2020-10-010000921738us-gaap:TrademarksMember2020-10-010000921738us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TrademarksMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2020-10-010000921738srt:MaximumMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TrademarksMemberus-gaap:MeasurementInputDiscountRateMember2020-10-010000921738us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TrademarksMemberus-gaap:MeasurementInputLongTermRevenueGrowthRateMember2020-10-010000921738us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TrademarksMemberpenn:MeasurementInputPreTaxRoyaltyRateMembersrt:MinimumMember2020-10-010000921738srt:MaximumMemberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:TrademarksMemberpenn:MeasurementInputPreTaxRoyaltyRateMember2020-10-010000921738srt:BoardOfDirectorsChairmanMember2020-01-012020-12-310000921738srt:BoardOfDirectorsChairmanMember2019-01-012019-12-310000921738srt:BoardOfDirectorsChairmanMember2018-01-012018-12-310000921738srt:BoardOfDirectorsChairmanMember2020-12-31
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-24206
PENN NATIONAL GAMING, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2234473
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania 19610
(Address of principal executive officers) (Zip Code)

(610) 373-2400
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, $0.01 par value per sharePENNThe NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No ☑


Table of Contents
As of June 30, 2020, the aggregate market value of the voting common stock held by non-affiliates of the registrant was $4.2 billion. Such aggregate market value was computed by reference to the closing price of the common stock as reported on the NASDAQ Global Select Market on June 30, 2020. As of February 19, 2021, the number of shares of the registrant’s common stock outstanding was 156,486,487.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive 2021 proxy statement, anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year, are incorporated by reference into Part III of this Form 10-K.



PENN NATIONAL GAMING, INC.
TABLE OF CONTENTS
Page
 115
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. References to Penn National Gaming, Inc., together with its subsidiaries (“Penn National,” the “Company,” “we,” “our,” or “us”) refer to Penn National Gaming, Inc. and its subsidiaries, except where stated or the context otherwise indicates. These statements are included throughout the document, including within “Item 1A. Risk Factors,” and relate to our business strategy, our prospects and our financial position. These statements can be identified by the use of forward-looking terminology such as “expects,” “believes,” “estimates,” “projects,” “intends,” “plans,” “seeks,” “may,” “will,” “should,” or “anticipates” or the negative or other variations of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Specifically, forward-looking statements include, but are not limited to, statements regarding: COVID-19; the length of time the Company’s Zia Park and Valley Race Park properties will remain closed, the expected opening dates, and the impact of these closures on the Company and its stakeholders; demand for gaming as these gaming properties reopen as well as the impact of post-opening restrictions (hours of operations and capacity limitations); continued demand for the gaming properties that have opened and the possibility that our gaming properties may be required to close again in the future due to COVID-19; the impact of COVID-19 on general economic conditions, capital markets, unemployment, and the Company’s liquidity, operations, supply chain and personnel; the potential benefits and expected timing of the Perryville transaction with GLPI; the Company’s estimated cash burn and future liquidity, future revenue and Adjusted EBITDAR, including from our iGaming business in Pennsylvania and Michigan; the continued success of Barstool Sports in Pennsylvania, Michigan and in additional states in the future; the expected benefits and potential challenges of the investment in Barstool Sports, including the anticipated benefits for the Company’s online and retail sports betting, iGaming and social casino products; the expected financial returns from the transaction with Barstool Sports; expected future launches of the Barstool-branded mobile sports betting product; the future revenue and profit contributions of the Barstool-branded mobile sports betting product; the impact of shortened or cancelled



sports seasons on our results; our expectations of future results of operations and financial condition, including margins; our expectations for our properties; our development projects or our iGaming initiatives; our expectations with regard to the impact of competition; the anticipated opening dates of our retail sportsbooks in future states and our proposed Pennsylvania Category 4 casinos in York and Berks counties; our expectations with regard to acquisitions, potential divestitures and development opportunities, as well as the integration of and synergies related to any companies we have acquired or may acquire; the outcome and financial impact of the litigation in which we are or will be periodically involved; the actions of regulatory, legislative, executive or judicial decisions at the federal, state or local level with regard to our business and the impact of any such actions; our ability to maintain regulatory approvals for our existing businesses and to receive regulatory approvals for our new business partners; our expectations with regard to the impact of competition in online sports betting, iGaming and retail/mobile sportsbooks as well as the potential impact of this business line on our existing businesses; the performance of our partners in online sports betting, iGaming and retail/mobile sportsbooks, including the risks associated with any new business, the actions of regulatory, legislative, executive or judicial decisions at the federal, state or local level with regard to online sports betting, iGaming and retail/mobile sportsbooks and the impact of any such actions; and our expectations regarding economic and consumer conditions. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form 10-K may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. All forward-looking statements in this Form 10-K are based on information available to us as of the date hereof, such information may be limited or incomplete, and we assume no obligation to update any such forward-looking statements. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. The following discussion should be read in conjunction with our consolidated financial statements and the accompanying notes contained in this Form 10-K.

Risk Factor Summary

The following is a summary of some of the risks and uncertainties as of the date of the filing of this Annual Report on Form 10-K that could materially adversely affect our business, financial condition and results of operations. You should read this summary together with the more detailed description of each risk factor contained below.

Risks Related to the COVID-19 Pandemic

The COVID-19 pandemic has had a material adverse impact on our business and financial performance, and we expect this adverse impact to continue until after the COVID-19 pandemic is contained.
We are unable to predict the extent to which COVID-19 and its related impacts will continue to adversely affect our business operations, financial performance and the achievement of our strategic objectives.
As a result of the COVID-19 pandemic, unforeseen events have occurred and may occur in the future that materially adversely affect the number of visitors to our properties, which could adversely disrupt our operations and negatively impact our business.
Instability in the financial markets and global or regional economic weakness or uncertainty could have a material adverse effect on our stock price.

Risks Related to Our Business and Operations

We face significant competition from other gaming and entertainment operations and may continue to do so in the future.
Reductions in discretionary consumer spending have negatively impacted our business and may continue to do in the future.
We depend on certain properties that generate a significant percentage of our revenues.
Most of our facilities are leased, and we may face risks associated with leased properties.
A significant portion of our cash flow is used for rent payments under our Triple Net Leases.
Inclement weather and other casualty events could negatively impact our business.
We may be unable to renew or we may have disputes regarding the terms of management agreements and/or leases we have with third parties and local governments.
We may face additional costs related to the slot machine manufacturing industry.
We cannot guarantee the recent expansion of our sports betting and iGaming operations or investment in Barstool Sports will be successful.
Our operations are dependent on retaining experienced management and key personnel.
The success of certain of our operations depends on our ability to renew our contracts and expand the business.
Labor problems could negatively impact our future profits.
We may be unable to protect or enforce our intellectual property rights.
The market price of our common stock could fluctuate significantly.



We are currently, or may become, involved in legal proceedings, the results of which could have a material adverse effect on us.

Risks Related to Our Indebtedness and Capital Structure

Our substantial indebtedness could adversely affect our ability to meet our indebtedness obligations.
The lack of availability and cost of financing could adversely impact our business.
To service our indebtedness, we will require a significant amount of cash, which depends on many factors beyond our control.

Risks Related to Regulation, Taxes and Compliance

We are subject to extensive regulation and our business may be adversely impacted by changes in legislation and regulations.
State and local smoking restrictions have and may continue to negatively affect our business.
We may face material increases in our current taxes or the adoption of new taxes.
Failure to comply with certain federal, state and other laws and regulations may have an adverse effect on us.

Risks Related to Technology, Information Security and Penn Interactive

We rely heavily on technology services and an uninterrupted supply of electrical power.
Cyber security breaches could affect our operations and harm our reputation.
If our third-party mobile distribution platforms or service providers fail to perform or terminate their relationship with us, our business could be adversely affected.
We may be unable to grow Penn Interactive.

Risks Related to Acquisitions

We may face disruptions, delays and other difficulties related to our recently acquired properties, future acquisitions, or new initiatives.
In the event we make another acquisition, we may face risks related to our ability to receive regulatory approvals required to complete, or other delays or impediments to completing, such acquisition.

Risks Related to the Spin-Off

We could be subject to significant tax liabilities if the Spin-Off of Gaming and Leisure Properties, Inc. (“GLPI”) does not qualify as a tax-free transaction.
In connection with the Spin-Off, GLPI agreed to indemnify us for certain liabilities. However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that GLPI’s ability to satisfy its indemnification obligation will not be impaired in the future.





Table of Contents
PART I
ITEM 1.BUSINESS

Overview
Penn National Gaming, Inc., together with its subsidiaries (“Penn National,” the “Company,” “we,” “our,” or “us”), is a leading, diversified, multi-jurisdictional owner and manager of gaming and racing properties, retail and online sports betting operations, and video gaming terminal (“VGT”) operations. Our wholly-owned interactive division, Penn Interactive Ventures, LLC (“Penn Interactive”), operates retail sports betting across the Company’s portfolio, as well as online sports betting, online social casino, bingo and online casinos (“iGaming”). In February 2020, the Company acquired 36% (inclusive of 1% on a delayed basis) equity interest in Barstool Sports, Inc. (“Barstool Sports”), a leading digital sports, entertainment, lifestyle and media company, and entered into a strategic relationship with Barstool Sports, whereby Barstool Sports will exclusively promote the Company's land-based retail sportsbooks, iGaming products and online sports betting products, including the Barstool Sportsbook mobile app, to its national audience. We launched an online sports betting app called Barstool Sports in Pennsylvania in September 2020 and in Michigan in January 2021. We also operate iGaming in Pennsylvania and Michigan. Our MYCHOICE® customer loyalty program (the "mychoice program") currently has over 20 million members and provides such members with various benefits, including complimentary goods and/or services. The Company’s strategy has continued to evolve from an owner and manager of gaming and racing properties into an omni-channel provider of retail and online gaming, live racing and sports betting entertainment. We believe our continued evolution into a best-in-class omni-channel provider of retail and online gaming and sports betting entertainment will be a catalyst for our core land-based business, while also providing a platform for significant long-term shareholder value. References in this Annual Report on Form 10-K, to “Penn National,” the “Company,” “we,” “our,” or “us” refer to Penn National Gaming, Inc. and its subsidiaries, except where stated or the context otherwise indicates.

As of December 31, 2020, we owned, managed, or had ownership interests in 41 properties in 19 states. The majority of the real estate assets (i.e., land and buildings) used in the Company’s operations are subject to triple net master leases; the most significant of which are the Penn Master Lease and the Pinnacle Master Lease (as such terms are defined in the “Triple Net Leases” section below and collectively referred to as the “Master Leases”), with Gaming and Leisure Properties, Inc. (NASDAQ: GLPI) (“GLPI”), a real estate investment trust (“REIT”). In addition, we are currently developing two Category 4 satellite gaming casinos in Pennsylvania: Hollywood Casino York and Hollywood Casino Morgantown, both of which are expected to commence operations by the end of 2021.
On March 11, 2020, the World Health Organization declared the novel coronavirus (known as “COVID-19”) outbreak to be a global pandemic. To help combat the spread of COVID-19 and pursuant to various orders from state gaming regulatory bodies or governmental authorities, operations at all of our properties were temporarily suspended for single or multiple time periods during the year. Once re-opened, properties operated with reduced gaming and hotel capacity and limited food and beverage offerings in order to accommodate social distancing and health and safety protocols.
During the fourth quarter of 2020, our properties temporarily suspended operations in Pennsylvania, Michigan and Illinois and were subject to increased operational restrictions in Ohio and Massachusetts (among other states). Our Michigan property temporarily closed on November 17, 2020 and reopened on December 23, 2020. Our Pennsylvania properties temporarily closed on December 12, 2020 and reopened on January 4, 2021. Our Illinois properties temporarily closed on November 20, 2020 and began reopening with limited hours of operations beginning January 16, 2021 and throughout the week. The property closures were pursuant to the various orders from state gaming regulatory bodies or governmental authorities to combat the rapid spread of COVID-19. As of February 26, 2021, all of our properties were open to the public with the exception of Zia Park and Valley Race Park, which remain closed.

The COVID-19 pandemic caused significant disruptions to our business and had a material adverse impact on our financial condition, results of operations and cash flows, the magnitude of which continues to develop. During the year, substantial measures were taken to improve our financial position and liquidity as discussed in our Consolidated Financial Statements Note 1, “Organization and Basis of Presentation.
In February 2020, we closed on our investment in Barstool Sports pursuant to a stock purchase agreement with Barstool Sports and stockholders of Barstool Sports, in which we purchased approximately 36% of the common stock of Barstool Sports for a purchase price of $161.2 million. Within three years after the closing or earlier at our election, we will increase our ownership in Barstool Sports to approximately 50% with an incremental investment of approximately $62 million, consistent with the implied valuation at the time of the initial investment. With respect to the remaining Barstool Sports shares, we have immediately exercisable call rights, and the existing Barstool Sports stockholders have put rights exercisable beginning three
1

Table of Contents
years after closing, all based on a fair market value calculation at the time of exercise (subject to a cap of $650.0 million and a floor of 2.25 times the annualized revenue of Barstool Sports, all subject to various adjustments). Upon closing, we became Barstool Sports’ exclusive gaming partner for up to 40 years and have the sole right to utilize the Barstool Sports brand for all of our online and retail sports betting and iGaming products. For additional information, see Note 7, "Investments in and Advances to Unconsolidated Affiliates".
On December 15, 2020, the Company entered into a definitive agreement with GLPI to purchase the operations of Hollywood Casino Perryville for $31.1 million. The transaction is expected to close during the second or third quarter of 2021, subject to approval of the Maryland Lottery and Gaming Control Commission and other customary closing conditions. Simultaneous with the closing of the transaction, we would lease the real estate assets associated with Hollywood Casino Perryville from GLPI with initial annual rent of $7.8 million per year subject to escalation. For additional information on our acquisitions, see Note 6, “Acquisitions and Dispositions.”
In May 2019, we acquired Greektown Casino-Hotel (“Greektown”) in Detroit, Michigan, subject to a triple net lease with VICI Properties Inc. (NYSE: VICI) (“VICI”, a REIT and collectively with GLPI, our “REIT Landlords”) (the “Greektown Lease”) and, in January 2019, we acquired Margaritaville Casino Resort (“Margaritaville”) in Bossier City, Louisiana, subject to a triple net lease with VICI (the “Margaritaville Lease” and collectively with the Master Leases, the Greektown Lease, the Meadows Lease, the Tropicana Lease and the Morgantown Lease, of which the Meadows Lease, the Tropicana Lease and Morgantown Lease are defined in the “Triple Net Leases” section below, the “Triple Net Leases”).

In October 2018, the Company completed the acquisition of Pinnacle Entertainment, Inc. (“Pinnacle”), a leading regional gaming operator (the “Pinnacle Acquisition”). In connection with the Pinnacle Acquisition, we added 12 gaming properties to our portfolio, providing us with greater operational scale and geographic diversity. We assumed the Pinnacle Master Lease concurrently with the closing of the Pinnacle Acquisition.

We believe that our portfolio of assets provides us the benefit of geographically-diversified cash flow from operations. We expect to continue to expand our gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties. In addition, the partnership with Barstool Sports reflects our strategy to continue evolving from the nation’s largest regional gaming operator to a best-in-class omni-channel provider of retail and online gaming and sports betting entertainment.

Triple Net Leases
As noted above, the majority of the real estate assets used in the Company’s operations are subject to either the Penn Master Lease or the Pinnacle Master Lease. In addition to the Penn Master Lease and the Pinnacle Master Lease, five individual gaming facilities used in our operations are subject to individual triple net leases. Under triple net leases, in addition to lease payments for the real estate assets, 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); (4) all tenant capital improvements; and (5) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties.

The following summaries of the Master Leases are qualified in their entirety by reference to either the Penn Master Lease or the Pinnacle Master Lease, as applicable, all of which are incorporated by reference in the exhibits to this Annual Report on Form 10-K.
Penn Master Lease
Pursuant to a triple net master lease with GLPI (the “Penn Master Lease”), which became effective November 1, 2013, the Company leases real estate assets associated with 19 of the gaming facilities used in its operations. The Penn Master Lease has an initial term of 15 years with four subsequent, five-year renewal periods on the same terms and conditions, exercisable at the Company’s option. If we elect to renew the term of the Penn Master Lease, the renewal will be effective as to all of the leased real estate assets then subject to the Penn Master Lease, subject to limitations on the final renewal term with respect to certain of the barge-based facilities.
Pinnacle Master Lease
In connection with the Pinnacle Acquisition, the Company assumed a triple net master lease with GLPI (“Pinnacle Master Lease”), originally effective April 28, 2016. Pursuant to the Pinnacle Master Lease, the Company leases real estate assets associated with 12 of the gaming facilities used in its operations from GLPI. Upon assumption of the Pinnacle Master Lease, as
2

Table of Contents
amended, there were 7.5 years remaining of the initial ten-year term, with five subsequent, five-year renewal periods exercisable at the Company’s option. Furthermore, in conjunction with the Pinnacle Acquisition, GLPI acquired the real estate assets associated with Plainridge Park Casino and leased back such assets to the Company pursuant to an amendment to the Pinnacle Master Lease.

Morgantown Lease
On October 1, 2020, we sold the land underlying our Morgantown development project to GLPI in exchange for rent credits of $30.0 million. Contemporaneous with the sale, the Company entered into a triple net lease with a subsidiary of GLPI for the land underlying Morgantown (“Morgantown Lease”). The initial term of the Morgantown Lease is twenty years with six subsequent, five-year renewal periods, exercisable at the Company’s option.
Meadows Lease, Margaritaville Lease, Greektown Lease and Tropicana Lease
In connection with the Pinnacle Acquisition, the Company assumed a triple net lease of the real estate assets used in the operations of Meadows Racetrack and Casino (the “Meadows Lease”), originally effective September 9, 2016, with GLPI as the landlord. Upon assumption of the Meadows Lease, there were eight years remaining of the initial ten-year term, with three subsequent, five-year renewal options followed by one four-year renewal option on the same terms and conditions, exercisable at the Company’s option.
As discussed above, in separate acquisitions, the Company entered into the Margaritaville Lease with VICI for the real estate assets used in the operations of Margaritaville and the Greektown Lease with VICI for the real estate assets used in the operations of Greektown. Both the Margaritaville Lease and the Greektown Lease have initial terms of 15 years, with four subsequent five-year renewal options on the same terms and conditions, exercisable at the Company’s option.
On April 16, 2020, we sold the real estate assets associated with our Tropicana Las Vegas ("Tropicana") property to a subsidiary of GLPI in exchange for rent credits of $307.5 million. Contemporaneous with the sale, the Company entered into a leaseback of the real estate assets for nominal cash rent. We are required to continue to operate the Tropicana for two years (subject to three one-year extensions at GLPI’s option) or until the real estate assets and the operations of the Tropicana are earlier sold by GLPI.

3

Table of Contents
Operating Properties
The table below summarizes certain features of the properties owned, operated or managed by us as of December 31, 2020, by reportable segment (all area and capacity metrics are approximate):
LocationReal Estate Assets Lease or Ownership StructureType of FacilityGaming Square FootageGaming Machines
Table Games (1)
Hotel Rooms
Northeast segment (2)
Ameristar East ChicagoEast Chicago, INPinnacle Master LeaseDockside gaming73,0001,79675288
Greektown Casino-HotelDetroit, MIGreektown LeaseLand-based gaming100,0002,36262400
Hollywood Casino BangorBangor, MEPenn Master LeaseLand-based gaming/racing31,75072614152
Hollywood Casino at Charles Town RacesCharles Town, WVPenn Master LeaseLand-based gaming/racing115,0002,29274153
Hollywood Casino ColumbusColumbus, OHPenn Master LeaseLand-based gaming177,0002,06674
Hollywood Casino Lawrenceburg (3)
Lawrenceburg, INPenn Master LeaseDockside gaming149,5001,52158463
Hollywood Casino at Penn National Race CourseGrantville, PAPenn Master LeaseLand-based gaming/racing99,5001,96280
Hollywood Casino ToledoToledo, OHPenn Master LeaseLand-based gaming125,0001,84869
Hollywood Gaming at Dayton RacewayDayton, OHPenn Master LeaseLand-based gaming/racing40,600814
Hollywood Gaming at Mahoning Valley Race CourseYoungstown, OHPenn Master LeaseLand-based gaming/racing50,0001,127
Marquee by Penn (4)
PennsylvaniaN/ALand-based gamingN/A115
Meadows Racetrack and CasinoWashington, PAMeadows LeaseLand-based gaming/racing125,0002,46395
Plainridge Park CasinoPlainville, MAPinnacle Master LeaseLand-based gaming/racing50,0001,181
South segment
1st Jackpot Casino
Tunica, MSPenn Master LeaseDockside gaming40,00083912
Ameristar VicksburgVicksburg, MSPinnacle Master LeaseDockside gaming70,0001,10224148
Boomtown BiloxiBiloxi, MSPenn Master LeaseDockside gaming35,50060520
Boomtown Bossier CityBossier City, LAPinnacle Master LeaseDockside gaming30,00080616187
Boomtown New OrleansNew Orleans, LAPinnacle Master LeaseDockside gaming30,0001,13231150
Hollywood Casino Gulf CoastBay St. Louis, MSPenn Master LeaseLand-based gaming51,00082920291
Hollywood Casino TunicaTunica, MSPenn Master LeaseDockside gaming54,00090010494
L’Auberge Baton RougeBaton Rouge, LAPinnacle Master LeaseDockside gaming71,5001,30549205
L’Auberge Lake CharlesLake Charles, LAPinnacle Master LeaseDockside gaming70,0001,46985995
Margaritaville Resort CasinoBossier City, LAMargaritaville LeaseDockside gaming30,0001,10950395
West segment
Ameristar Black HawkBlack Hawk, COPinnacle Master LeaseLand-based gaming56,0001,05038536
Cactus Petes and HorseshuJackpot, NVPinnacle Master LeaseLand-based gaming29,00074321416
M ResortHenderson, NVPenn Master LeaseLand-based gaming96,0001,07340390
Tropicana Las VegasLas Vegas, NVTropicana LeaseLand-based gaming72,000632201,470
Zia Park CasinoHobbs, NMPenn Master LeaseLand-based gaming/racing18,000754154
Midwest segment
Ameristar Council Bluffs (5)
Council Bluffs, IAPinnacle Master LeaseDockside gaming35,0001,42122444
Argosy Casino Alton (6)
Alton, ILPenn Master LeaseDockside gaming23,00070512
Argosy Casino RiversideRiverside, MOPenn Master LeaseDockside gaming56,0001,20042258
Hollywood Casino AuroraAurora, ILPenn Master LeaseDockside gaming53,00097627
Hollywood Casino JolietJoliet, ILPenn Master LeaseDockside gaming50,0001,10026100
Hollywood Casino at Kansas Speedway (7)
Kansas City, KSOwned - JVLand-based gaming95,0002,00041
Hollywood Casino St. LouisMaryland Heights, MOPenn Master LeaseDockside gaming120,0002,01763502
Prairie State Gaming (4)
IllinoisN/ALand-based gamingN/A2,047
River City CasinoSt. Louis, MOPinnacle Master LeaseDockside gaming90,0001,94553200
Other
Freehold Raceway (8)
Freehold, NJOwned - JVStandardbred racing
Retama Park Racetrack (9)
Selma, TXNone - ManagedThoroughbred racing
Sam Houston Race Park (10)
Houston, TXOwned - JVThoroughbred racing
Sanford-Orlando Kennel Club (11)
Longwood, FLOwnedGreyhound racing/simulcasting
Valley Race Park (10)
Harlingen, TXOwned - JVGreyhound racing
2,411,35048,0321,3238,791
4

Table of Contents
(1)Excludes poker tables.
(2)We expect that Hollywood Casino York and Hollywood Casino Morgantown will be included within our Northeast segment.
(3)Includes 168 rooms at our hotel and event center located less than a mile from the gaming facility.
(4)VGT route operations.
(5)Includes 284 rooms operated by a third party and located on land leased by us and subleased to such third party.
(6)The riverboat is owned by us and not subject to the Penn Master Lease.
(7)Pursuant to a joint venture with NASCAR.
(8)Pursuant to a joint venture with Greenwood Limited Jersey, Inc., a subsidiary of Greenwood Racing, Inc.
(9)Pursuant to a management contract with Retama Development Corporation.
(10)Pursuant to a joint venture with MAXXAM, Inc. (“MAXXAM”).
(11)In the fourth quarter of 2020, we sold the land underlying the Sanford-Orlando Kennel Club racetrack which discontinued our live racing operations. We continue to operate our simulcast racing business.

Northeast Segment
Ameristar East Chicago is located less than 25 miles from downtown Chicago, Illinois and offers guests a gaming and entertainment experience in the Chicago metropolitan area. In addition to gaming amenities, the property features a full-service hotel, a sportsbook for live sports betting, a fitness center, dining venues, lounges and 5,400 square feet of meeting and event space.

Greektown Casino-Hotel is located in the Greektown district of Detroit, Michigan, and is one of four casino hotels in the Detroit-Windsor area. In addition to slot machines, table games, poker tables and a sportsbook for live sports betting, the property features a 30-story hotel, several food and beverage options from casual to fine dining, as well as 10,000 square feet of convention and banquet space.

Hollywood Casino Bangor is located less than five miles from the Bangor airport in Maine. It features slot machines, table games and poker tables, as well as a hotel with 5,100 square feet of meeting and multipurpose space; and dining and entertainment options. Bangor Raceway, which is adjacent to the property, is located at historic Bass Park and includes a one-half mile standardbred racetrack and a 12,000 square foot grandstand capable of seating 3,500 patrons.

Hollywood Casino at Charles Town Races is located within approximately an hour drive of the Baltimore, Maryland and Washington, D.C. markets. In addition to slot machines, table games and poker tables, the property includes a sportsbook for live sports betting, as well as a variety of dining options. The complex also features live thoroughbred racing at a 3/4-mile all-weather lighted thoroughbred racetrack with a 3,000-seat grandstand and simulcast wagering.
Hollywood Casino Columbus is a Hollywood-themed casino located in Columbus, Ohio. It features slot machines, table games and poker tables as well as multiple food and beverage outlets, and an entertainment lounge.

Hollywood Casino Lawrenceburg is a Hollywood-themed casino riverboat located along the Ohio River in Lawrenceburg, Indiana, approximately 15 miles west of Cincinnati, Ohio. In addition to slot machines, table games, and poker tables, the riverboat features a sportsbook for live sports betting, as well as a variety of dining options. The hotel and event center, located within one mile from the casino, includes 18,000 square feet of multipurpose space and 19,500 square feet of ballroom and meeting space.

Hollywood Casino at Penn National Race Course is located 15 miles northeast of Harrisburg, Pennsylvania. This gaming facility also includes a variety of dining and entertainment options, as well as sports betting and a viewing area for live racing. The property includes a one-mile all-weather lighted thoroughbred racetrack and a 7/8-mile turf track.

Hollywood Casino Toledo is a Hollywood-themed casino, located on the bank of the Maumee River, in Toledo, Ohio. The property features slot machines, table games and poker tables, as well as multiple food and beverage outlets and an entertainment lounge.

Hollywood Gaming at Dayton Raceway is a Hollywood-themed casino and raceway located in Dayton, Ohio. It features video lottery terminals, a 5/8-mile standardbred racetrack, as well as various restaurants and bars, amongst other amenities.

Hollywood Gaming at Mahoning Valley Race Course is a Hollywood-themed casino and raceway located in Youngstown, Ohio featuring video lottery terminals and a one-mile thoroughbred racetrack. The property also includes various restaurants, and bars, amongst other amenities.
5

Table of Contents
Marquee by Penn is our licensed VGT route operator with a network of 23 truck stop establishments in Pennsylvania.

Meadows Racetrack and Casino is located in Washington, Pennsylvania, approximately 25 miles south of Pittsburgh, Pennsylvania. In addition to gaming amenities, the property offers a sportsbook for live sports betting, several dining options, as well as an event and banquet center, a simulcast betting parlor, a harness racetrack and a bowling alley.

Plainridge Park Casino is located 20 miles southwest of the Boston beltway just off interstate 95 in Plainville, Massachusetts. In addition to gaming offerings, Plainridge Park Casino features various restaurants and bars, along with a 5/8-mile live harness racing facility with a two-story clubhouse for simulcast operations, special events, and live racing viewing.

South Segment

1st Jackpot Casino is the closest Tunica-area casino to downtown Memphis, Tennessee. It features slot machines, table games, a café, a sportsbook and a live entertainment venue.

Ameristar Vicksburg, which is the largest dockside casino in central Mississippi, is located along the Mississippi River approximately 45 miles west of Mississippi’s largest city, Jackson. In addition to gaming amenities, the property features a hotel, multiple dining and bar facilities, an 1,800 square feet of meeting and event space, a sports book and an RV park.

Boomtown Biloxi, located in Biloxi Mississippi, offers slot machines and table games, and a sportsbook for live sports betting, as well as a variety of dining options. The property also includes a recreational vehicle park, and a 3,600 square foot event center and board room.

Boomtown Bossier City features a hotel adjoining a dockside riverboat casino located less than one mile from the Louisiana Boardwalk. It also offers several dining options, ranging from a high-end steakhouse to casual dining restaurants, and 1,500 square feet of meeting and conference space.

Boomtown New Orleans is located in the West Bank area across the Mississippi River and approximately 15 minutes from the French Quarter of New Orleans, Louisiana. In addition to gaming amenities, it also features a five-story hotel, a fitness center, several restaurants, a 500-seat entertainment venue, and over 14,000 square feet of meeting and conference space.

Hollywood Casino Gulf Coast is located in Bay St. Louis, Mississippi and features slot machines, table games, and a sportsbook for live sports betting. The property also features a golf course, various dining options, and an RV park amongst other amenities. The waterfront hotel includes a 10,000 square foot ballroom, and nine separate meeting rooms offering more than 14,000 square feet of meeting space.

Hollywood Casino Tunica is a Hollywood-themed casino, located less than 10 miles from Tunica County River Park. In addition to gaming offerings, it features a sportsbook for live sports betting, a hotel, a 123-space recreational vehicle park, various dining and bar options, and banquet and meeting facilities.

L’Auberge Baton Rouge is located approximately ten miles southeast of downtown Baton Rouge, Louisiana. In addition to gaming options, the property features a 12-story hotel, a variety of dining choices, and 13,000 square feet of meeting and event space.

L’Auberge Lake Charles offers one of the closest full-scale casino hotel facilities to Houston, Texas, as well as to the Austin, Texas and San Antonio, Texas metropolitan areas. The location is approximately 140 miles from Houston and approximately 300 miles and 335 miles from Austin and San Antonio, respectively. In addition to gaming amenities, the property features several dining outlets, a golf course, a full-service spa, and more than 26,000 square feet of meeting and event space.

Margaritaville Resort Casino is one of the premier gaming, lodging, dining and entertainment experiences in Northern Louisiana. The property provides an island-style theme and includes a 15,000 square foot 1,000-seat theater, and 9,500 square feet of meeting space.

West Segment
Ameristar Black Hawk is located in the center of the Black Hawk gaming district, approximately 40 miles west of Denver, Colorado. In addition to gaming amenities, the resort features a hotel, a full-service day spa, several dining outlets, a live entertainment bar, and 15,000 square feet of meeting and event space.
6

Table of Contents
Cactus Petes and Horseshu (collectively, “the Jackpot Properties”) are located just south of the Idaho border in Jackpot, Nevada. The Jackpot Properties collectively feature two hotels, several dining options, a 4,000 seat amphitheater, a showroom, a live entertainment lounge, and meeting and event facilities.

M Resort, located approximately ten miles from the Las Vegas strip in Henderson, Nevada, is situated at the southeast corner of Las Vegas Boulevard and St. Rose Parkway. The resort features slot machines, table games and a sportsbook for live sports betting, as well as a hotel and a variety of dining and bar options. The property also features more than 60,000 square feet of meeting and conference space, a spa and fitness center, and a 100,000 square foot event center.

Tropicana Las Vegas, located on the strip in Las Vegas, Nevada, is situated at the corner of Tropicana Boulevard and Las Vegas Boulevard. In addition to gaming, the resort features a hotel, a sportsbook kiosk, full-service restaurants, a food court, and a variety of bar and lounge options. The property also includes entertainment venues, over 100,000 square feet of exhibition and meeting space, and a five-acre tropical beach event area and spa.

Zia Park Casino is located in Hobbs, New Mexico, and features slot machines, a hotel, restaurants, a one-mile quarter/thoroughbred racetrack with live racing from September to December, and a year-round simulcast parlor.

Midwest Segment
Ameristar Council Bluffs is located across the Missouri River from Omaha, Nebraska and includes the largest riverboat in Iowa. In addition to gaming amenities, the property also features a hotel, a fitness center, several dining facilities, a sports bar featuring a sportsbook with live sports betting, and 5,000 square feet of convention and meeting space.

Argosy Casino Alton is located on the Mississippi River in Alton, Illinois, approximately 20 miles northeast of downtown St. Louis, Missouri. Argosy Casino Alton is a three-deck riverboat featuring slot machines, table games and a sportsbook for live betting. Argosy Casino Alton includes an entertainment pavilion and features a deli, a VIP lounge and a 475-seat main showroom.

Argosy Casino Riverside is located on the Missouri River, approximately five miles from downtown Kansas City. In addition to gaming amenities, this Mediterranean-themed property features a nine-story hotel, a spa, an entertainment facility featuring various food and beverage areas, a VIP lounge and a sports/entertainment lounge and 19,000 square feet of banquet/conference facilities.

Hollywood Casino Aurora is located in Aurora, Illinois, the second largest city in Illinois, approximately 35 miles west of Chicago. This single-level dockside casino offers guests gaming amenities, including a poker room and a sportsbook for live sports betting and features multiple dining and bar options.

Hollywood Casino Joliet is located on the Des Plaines River in Joliet, Illinois, approximately 40 miles southwest of Chicago. The complex includes a barge-based casino which provides guests with two levels of gaming experience, as well as a land-based pavilion with several dining and entertainment options. In addition, the property includes a sportsbook for live betting, a hotel, 4,600 square feet of meeting space, and an 80-space RV park.

Hollywood Casino at Kansas Speedway, our 50% joint venture with NASCAR, is located in Kansas City, Kansas. It features slot machines, table games and poker tables and offers a variety of dining and entertainment facilities, and a meeting room.

Hollywood Casino St. Louis is located adjacent to the Missouri River directly off I-70 and approximately 22 miles northwest of downtown St. Louis, Missouri. The facility features slot machines, table games, poker tables, a hotel, and a variety of dining and entertainment venues.

Prairie State Gaming is our licensed VGT route operator in Illinois across a network of over 390 bar and/or retail gaming establishments in seven distinct geographic areas throughout Illinois.

River City Casino is located in the St. Louis, Missouri metropolitan area, just south of the confluence of the Mississippi River and the River des Peres in the south St. Louis community of Lemay, Missouri. River City Casino features a hotel, multiple dining outlets, an entertainment lounge, and over 10,000 square feet of conference space.

Other
7

Table of Contents
Freehold Raceway. Through our joint venture in Pennwood Racing, Inc. (“Pennwood”), we own 50% of Freehold Raceway. The property features a half-mile standardbred race track and a 118,000 square foot grandstand. In addition, through our Pennwood joint venture, we own 50% of a leased OTW in Toms River, New Jersey, and operate another OTW, which we constructed, in Gloucester Township, New Jersey.

Retama Park Racetrack. We have a management contract with Retama Development Corporation (“RDC”), a local government corporation of the City of Selma, Texas, to manage the day-to-day operations of Retama Park Racetrack. In addition, we own 1.0% of the equity of Retama Nominal Holder, LLC, which holds a nominal interest in the racing license used to operate Retama Park Racetrack. Additionally, we own a 75.5% interest in Pinnacle Retama Partners, LLC (“PRP”), which owns the contingent gaming rights that may arise if gaming under the existing racing license becomes legal in Texas in the future.

Sam Houston Race Park and Valley Race Park. Our joint venture with MAXXAM owns and operates Sam Houston Race Park and Valley Race Park, and holds a license for a racetrack in Manor, Texas, just outside of Austin. Sam Houston Race Park, which is located 15 miles northwest from downtown Houston along Beltway 8, hosts thoroughbred and quarter horse racing and offers daily simulcast operations, as well as hosts various special events, private parties and meetings, concerts and national touring festivals throughout the year. Valley Race Park features 91,000 of property square footage as a dog racing and simulcasting facility.

Sanford-Orlando Kennel Club. The greyhound racetrack and related facility was sold to a land developer during the fourth quarter of 2020. The remaining facility owned by the Company is used to operate a restaurant and to offer year-round simulcast racing operations.

Penn Interactive
Penn Interactive is our interactive gaming division that operates our online sports betting app called Barstool Sportsbook as well as our iGaming platforms, which are currently live in Pennsylvania and Michigan. Penn Interactive includes the operations of Absolute Games, LLC, a developer and operator of online social bingo and other casino games. In addition, Penn Interactive has entered into multi-year agreements with leading sports betting operators for online sports betting and iGaming market access across our portfolio of properties. Pursuant to these agreements, such sports betting operators have commenced operations in Indiana, Pennsylvania and West Virginia. Penn Interactive also operates 16 internally-branded or Barstool-branded retail sportsbooks located at the Company's properties in Colorado, Illinois, Indiana, Iowa, Michigan, Mississippi, Pennsylvania and West Virginia.

Trademarks
We own a number of trademarks and service marks registered with the U.S. Patent and Trademark Office (“USPTO”), including but not limited to, “Ameristar®,” “Argosy®,” “Boomtown®,” “Greektown®,” “Hollywood Casino®,” “Hollywood Gaming®,” “L’Auberge®,” “M Resort®,” and “MYCHOICE®,” among other trademarks. We believe that our rights to our trademarks are well-established and have competitive value to our properties. We also have a number of trademark applications pending with the USPTO.

Among others, we have a licensing agreement with a third party to use the “Margaritaville®” trademark in connection with the operations of Margaritaville in Bossier City, Louisiana. Upon closing of the transaction with Barstool Sports in February 2020, we have the sole right to utilize the Barstool Sports® brand for all of our online and retail sports betting and iGaming products. In addition, subject to certain terms, conditions, and limitations, we have the exclusive right to use the “Tropicana Las Vegas®” and certain other trademarks within 50 miles of our Tropicana Las Vegas property.
Competition
The gaming industry is characterized by an increasingly high degree of competition among a large number of participants operating from physical locations and/or through online or mobile platforms, and other forms of gaming in the U.S. In a broader sense, our gaming operations face competition from all manner of leisure and entertainment activities, including shopping, athletic events, television and movies, concerts and travel. Legalized gaming is currently permitted in various forms throughout the U.S. and on various lands taken into trust for the benefit of certain Native Americans and as well as various land taken into trust for the benefit of certain First Nations people in Canada. Other jurisdictions, including states adjacent to states in which we currently have properties, have recently legalized, implemented and expanded gaming. In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion or relocation of existing gaming operations (including VGTs, skill games, sports betting and iGaming). Competition is discussed in further detail within “Item 1A. Risk
8

Table of Contents
Factors,” of this Annual Report on Form 10-K and a discussion of the impact of competition on our results of operations, and cash flows is included within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Annual Report on Form 10-K.

Government Regulation and Gaming Issues
The gaming and racing industries are highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations. Each of our properties is subject to extensive regulation under the laws, rules and regulations of the jurisdiction where it is located. These laws, rules and regulations generally concern the responsibility, financial stability and character of the owners, managers, and persons with financial interests in the gaming operations. Violations of laws or regulations in one jurisdiction could result in disciplinary action in other jurisdictions. For a more detailed description of the statutes and regulations to which we are subject, see Exhibit 99.1, “Description of Government Regulations, to this Annual Report on Form 10-K, which is incorporated herein by reference.
Our businesses are subject to various federal, state and local laws and regulations in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, health care, currency transactions, taxation, zoning and building codes, and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our financial condition, results of operations and cash flows.
Information about our Executive Officers
As of February 26, 2021, the persons serving as our executive officers and their positions with us are as follows:
NAMEAGEPOSITION WITH THE COMPANY
Jay Snowden44President, Chief Executive Officer and Director
Todd George 51Executive Vice President, Operations
Harper Ko47Executive Vice President, Chief Legal Officer and Secretary

Jay Snowden.  In August 2019, the Company’s Board of Directors elected Mr. Snowden as a Board member. Effective January 1, 2020, Mr. Snowden became the Company’s Chief Executive Officer. Mr. Snowden joined the Company in October 2011 as Senior Vice President-Regional Operations and was promoted to Chief Operating Officer in January 2014. In March 2017, Mr. Snowden was named President and Chief Operating Officer and was responsible for overseeing all of our operating businesses, as well as human resources, marketing, and information technology. Prior to joining the Company, Mr. Snowden was the Senior Vice President and General Manager of Caesars and Harrah’s in Atlantic City, New Jersey, and prior to that, held various leadership positions with them in St. Louis, Missouri, San Diego, California and Las Vegas, Nevada.

Todd George.  Mr. George has served as our Executive Vice President, Operations since January 2020. Mr. George joined us in October 2012 as Vice President and General Manager of Hollywood Casino in Lawrenceburg, Indiana, transitioning to the role of Vice President and General Manager of Hollywood Casino St. Louis in 2014. In 2017, he was promoted to his previous role as Senior Vice President, Regional Operations, overseeing nine properties in the Company’s Midwest Region. Prior to joining Penn National, Mr. George spent 12 years in various management positions at Pinnacle Entertainment Inc., including leading the development and launch of Pinnacle’s two St. Louis, Missouri properties.
Harper Ko.  Ms. Ko was appointed as the Company’s Executive Vice President, Chief Legal Officer and Secretary on January 1, 2021. Prior to joining Penn, Ms. Ko was the Executive Vice President, Chief Legal Officer – General Counsel and Secretary of Everi Holdings, Inc., a full-service casino gaming equipment and payment solutions provider from 2017 until December 2020. Prior to joining Everi, Ms. Ko served as Deputy General Counsel, Gaming for Scientific Games Corporation. During her time there from November 2014 to December 2017, Ms. Ko led the legal integration of Bally Gaming, Inc., SHFL entertainment Inc., and WMS Gaming Inc. into the Scientific Games Gaming division and served as a strategic advisor to their Gaming unit executive management team on all material commercial transactions, customer and third-party issues, and regulatory compliance and litigation matters.

Employees and Human Capital Resources
The Company’s key human capital management objectives are to attract, retain and develop diverse and high quality talent. Our commitment to an equal-opportunity and respectful workplace characterized by both diversity and inclusion, in which everyone feels valued, respected and supported, is a factor driving our success. Our talent and development programs are designed to develop, support and maintain talent succession pipelines in preparation for key roles and leadership positions;
9

Table of Contents
recognize, reward and support our team members through competitive pay and wellness programs; enhance the Company’s philanthropic culture by encouraging participation and championing programs in the communities in which we work and live; and invest in technology and resources to provide our team members with the most efficient tools to perform their jobs.

Some of the key programs and initiatives developed to attract and retain high quality talent include:
Executive and High Potential Talent Review Process
Diversity and Veteran Recruitment Initiatives
AwardCo Recognition Program and Property Engagement Committees

As of December 31, 2020, we had approximately 18,321 full-time and part-time employees. As of December 31, 2020, we had 38 collective bargaining agreements covering approximately 2,779 active employees. Nine collective bargaining agreements are scheduled to expire in 2021, and we are currently renegotiating three collective bargaining agreements that expired in 2020. Although we believe that we have good employee relations, there can be no assurance that we will be able to extend or enter into replacement agreements. If we are able to extend or enter into replacement agreements, there can be no assurance as to whether the terms will be on comparable terms to the existing agreements.

In addition, the Company established a special COVID-19 Emergency Relief Fund under the Penn National Gaming Foundation to provide assistance to team members who have not been called back from furlough due to the ongoing restrictions associated with COVID-19. The Company has raised $3.7 million from our Board of Directors, Chief Executive Officer, senior management and the Penn National Gaming Foundation. In addition, we provided $13 million in one-time holiday cash bonuses in the fourth quarter to our non-executive team members companywide to help with the financial impact to their families from COVID-19. We also created the Hurricane Laura Relief Fund with an initial contribution of $2.5 million to help our community and team members impacted by the storm, in addition to providing more than $6 million in full wages and benefits to our team members during the L'Auberge Lake Charles property closure. Finally, on the social justice front, our Diversity Committee announced a new scholarship program for disadvantaged team members that will be funded with a $1 million annual commitment from our Company, and we launched a series of new inclusion-related initiatives.


Available Information
We maintain a website at www.pngaming.com that includes more information about us. The contents of our website are not part of this Annual Report on Form 10-K. Our electronic filings with the U.S. Securities and Exchange Commission (“SEC”) (including all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and any amendments to these reports), including the exhibits, are available free of charge through our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. Our filings are also available through a database maintained by the SEC at www.sec.gov.

ITEM 1A.RISK FACTORS
Risks Related to the COVID-19 Pandemic

The COVID-19 pandemic has significantly impacted the global economy, including the gaming industry, and has had a material adverse effect on our business, financial condition, results of operations, and cash flows, and may continue to do so.

On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. The COVID-19 pandemic has significantly impacted health and economic conditions throughout the United States. The global spread of the COVID-19 pandemic has been, and continues to be, complex and rapidly evolving, with governments, public institutions, and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation, stay-at-home directives, social distancing and health and safety guidelines, limitations on the size of gatherings, closures of work facilities, schools, public buildings, and businesses, cancellation of events, including sporting events, concerts, conferences, and meetings, and quarantines and lock-downs. The COVID-19 pandemic and its consequences have also dramatically reduced travel and demand for casino gaming and related amenities. Many jurisdictions where our properties are located required mandatory closures or imposed capacity limitations, health and safety guidelines and other restrictions affecting our operations. The COVID-19 pandemic and these resulting developments caused significant disruptions to our ability to generate revenues, profitability, and cash flows and had a material adverse impact on our financial condition, results of operations, and cash flows. Such impact could worsen and last for an unknown period of time. In addition, these disruptions to us and the gaming industry in general as well as significant negative economic trends due to the COVID-19 pandemic may adversely affect our stock price.
10

Table of Contents

During the first quarter of 2020, all of the Company’s properties were closed pursuant to various orders from state gaming regulatory bodies or governmental authorities to combat the spread of COVID-19. We began reopening our properties on May 18, 2020 with reduced gaming and hotel capacity and limited food and beverage offerings in order to accommodate comprehensive social distancing and health and safety protocols. As of June 30, 2020, we had reopened 31 of our properties and as of September 30, 2020, we had reopened 39 of our properties. During the fourth quarter of 2020, our properties in Illinois, Michigan and Pennsylvania again temporarily suspended operations and as of December 31, 2020, we had reopened 34 of our properties. As of February 26, 2021, the only properties that remain closed are Zia Park and Valley Race Park.
Though virtually all of our properties have reopened, we may be required again to temporarily suspend operations at our properties if ordered by such governmental bodies. Our reopened properties face restrictions on our operations, including hours of operations, capacity limitations, cleaning requirements, restrictions on the number of seats per table game, slot machine spacing, temperature checks, mask protection and social distancing requirements and food and beverage options, which impact our future operations and ability to generate the same level of revenues and cash flows as before the COVID-19 pandemic. The continued operation of our reopened properties, may be affected by our ability to retain our workforce.

Moreover, once restrictions are lifted, it is unclear how quickly customers will return to our properties in numbers comparable to before the COVID-19 pandemic, which may be a function of continued concerns over health and safety, ongoing social distancing measures, perceptions of the efficacy of any vaccines and the ability to achieve herd immunity, or changes in consumer spending behavior due to adverse economic conditions, including job losses. Our properties have large customer-facing footprints and large areas where customers can gather together for personal interaction. As such, some customers may choose for a period of time not to travel or visit our properties for health and safety concerns or due to overall changes in consumer behavior resulting from social distancing. Upon reopening our properties, we have seen weakened visitation, which may have been due to increased level of unemployment, continued travel restrictions or warnings, consumer fears, reduced consumer discretionary spending or general economic uncertainty. Our vendors and other suppliers could also experience potential adverse effects of the pandemic that could impact our ability to operate to the same level as prior to the closures. Cancellations, delays or shortened sports seasons and sporting events due to the COVID-19 pandemic have also had an adverse impact on the revenues of our sports betting operations. If COVID-19 continues to spread significantly in its current form or as a more contagious variant of the virus, governmental agencies or officials may order additional closures or impose further restrictions on the number of people allowed in our properties or in proximity to each other. Any of these events could result in significant further disruption to our operations and a drop in demand for our properties and could have a material adverse effect on us.

We could experience other potential adverse impacts as a result of the COVID-19 pandemic, including, but not limited to, further charges from adjustments to the carrying amount of goodwill and other intangible assets, long-lived asset impairment charges, or impairments of investments in joint ventures.

The ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the pandemic (including how long the current resurgence may last, and whether there will be multiple resurgences in the future); the duration and impact on overall customer demand; the possibility that governmental bodies may again order temporary suspension of operation at our properties; our ability to again generate revenue and profits capable of supporting our ongoing operations; new information which may emerge concerning the severity of COVID-19 or variants of the virus, or the efficacy of, or adverse reactions to, vaccines; the negative impact it has on global and regional economies and economic activity; the ability of us and our business partners to successfully navigate the impacts of the pandemic; actions governments, businesses, and individuals continue to take in response to the pandemic, including limiting or banning travel and limiting or banning leisure, casino, and entertainment activities (including concerts, sports and similar events); and how quickly economies, travel activity, and demand for gaming, entertainment and leisure activities recovers after the pandemic subsides and an effective vaccine is widely available. The impact of the COVID-19 pandemic may also have the effect of exacerbating many of the other risks described in this Annual Report on Form 10-K. As a result of the foregoing, we cannot predict the ultimate scope, duration, and impact that the COVID-19 pandemic will have on our results of operations, but we expect that it will continue to have a material impact on our business, financial condition, liquidity, results of operations (including revenues and profitability), and stock price.

Risks Related to Our Business and Operations
We face significant competition in the markets in which we operate and from other gaming and entertainment operations, which could have an adverse impact on our financial condition, results of operations, and cash flows.

11

Table of Contents
The gaming industry is characterized by an increasingly high degree of competition among a large number of participants operating from physical locations and/or through online or mobile platforms, and other forms of gaming in the U.S. Recently, there has been additional significant competition in our markets as a result of the upgrading or expansion of properties by existing market participants, the entrance of new gaming participants into a market or legislative changes permitting additional forms of gaming. As competing properties and new markets open, our results of operations may be negatively impacted. We expect each existing or future market in which we participate to be highly competitive.

Furthermore, competition from internet lotteries, sweepstakes, illegal slot machines and skill games, fantasy sports and internet or mobile-based gaming platforms could divert customers from our properties and our online sports betting and iGaming apps and thus adversely affect our financial condition, results of operations, and cash flows. Currently, there are proposals that would legalize internet poker, sports betting and other varieties of iGaming in a number of states. Several states have enacted legislation authorizing intrastate iGaming and iGaming operations have begun or will begin in these states. Further, there has been recent expansion of sports betting in various states, as states have passed legislation legalizing sports betting in casinos and/or online. Expansion of land-based and iGaming in other jurisdictions (both regulated and unregulated) could further compete with our traditional and iGaming operations, which could have an adverse impact on our financial condition, results of operations, and cash flows.

In a broader sense, our gaming operations face competition from all manner of leisure and entertainment activities, including shopping, athletic events, television and movies, concerts and travel. Legalized gaming is currently permitted in various forms throughout the U.S. and on various lands taken into trust for the benefit of certain Native Americans and as well as various land taken into trust for the benefit of certain First Nations people in Canada. Other jurisdictions, including states adjacent to states in which we currently have properties, have recently legalized, implemented and expanded gaming. In addition, established gaming jurisdictions could award additional gaming licenses or permit the expansion or relocation of existing gaming operations (including VGTs, skill games, sports betting and iGaming). Voters and state legislatures may seek to supplement traditional tax revenue sources of state governments or fill COVID-related budget gaps by authorizing or expanding gaming in the states, in which we operate or the states that are adjacent to or near our existing properties. New, relocated, or expanded operations by other persons could increase competition for our gaming operations and could have a material adverse impact on us.

We may face reductions in discretionary consumer spending as a result of economic downturns (including as a result of COVID-19) which have had a material adverse effect on our business.

Our net revenues are highly dependent upon the volume and spending levels of customers at properties we manage, and as such, our business has been adversely impacted by economic downturns in the past and continues to be impacted by the economic downturn resulting from the COVID-19 pandemic. Decreases in discretionary consumer spending brought about by weakened general economic conditions such as, but not limited to, lackluster recoveries from recessions, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, cultural and demographic changes, high fuel or other transportation costs, and increased stock market volatility have negatively impacted our revenues and operating cash flow.

We have certain properties that generate a significant percentage of our revenues and our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these properties.

For the year ended December 31, 2020, we generated 16.7%, 10.7%, and 15.6% of our revenues from our properties within the states of Louisiana, Missouri, and Ohio, respectively. Additionally, we generated 6.6% of our revenues from our property in Charles Town, West Virginia. Our ability to meet our operating and debt service requirements is dependent, in part, upon the continued success of these properties.

In addition, we anticipate meaningful contributions from Ameristar Black Hawk, Greektown, and our properties in Pennsylvania. Therefore, our results will be dependent on the regional economies and competitive landscapes at these locations as well.

We are required to utilize a significant portion of our cash flow from operations to make our rent payments under our Triple Net Leases, which could adversely affect our ability to fund our operations and growth and limit our ability to react to competitive and economic changes.

We are required to utilize a significant portion of our cash flow from operations which was $891.1 million inclusive of rent credits utilized for the year ended December 31, 2020, to make our rent payments pursuant to and subject to the terms and conditions of our Master Leases with GLPI, our Meadows Lease and Morgantown Lease with GLPI, our Margaritaville Lease
12

Table of Contents
and Greektown Lease with VICI and our Tropicana Lease (as defined previously as our “Triple Net Leases”), although cash rent under our Tropicana Lease is nominal. In 2020, all of our properties were temporarily closed due to COVID-19 and we were able to obtain rent credits of $337.5 million from GLPI in order to maintain compliance with our Master Leases with GLPI in connection with the sale of Tropicana and the real estate associated with Morgantown. As a result of these commitments under our Triple Net Leases, our ability to fund our own operations or development projects, raise capital, make acquisitions and otherwise respond to competitive and economic changes may be adversely affected. Further, our obligations under the Triple Net Leases may make it more difficult for us to satisfy our obligations with respect to our indebtedness and to obtain additional indebtedness and restrict our ability to raise capital, make acquisitions, divestitures and engage in other significant transactions. Any of the aforementioned factors could have a material adverse effect on our financial condition, results of operations, and cash flows.

Most of our facilities are leased and could experience risks associated with leased property.

We lease 36 of the facilities we operate, or plan to operate, pursuant to the Triple Net Leases. Termination of the Penn Master Lease, Pinnacle Master Lease, Morgantown Lease or Tropicana Lease could result in a default under our debt agreements and could have a material adverse effect on our financial condition, results of operations, and cash flows. Moreover, as a lessee, we do not completely control the land and improvements underlying our operations, and our landlords under the Triple Net Leases could take certain actions to disrupt our rights in the facilities leased under the Triple Net Leases that are beyond our control. There can also be no assurance that we will be able to comply with our obligations under the Triple Net Leases in the future. In addition, there can be no assurance that our landlords will be able to comply with their obligations under the Triple Net Leases with us. In addition, if some of our leased facilities should prove to be unprofitable, we could remain obligated for lease payments and other obligations under the Triple Net Leases even if we decided to withdraw from those locations.

Inclement weather, acts or threats of terrorism, and other casualty events could seriously disrupt our business and have a material adverse effect on our financial condition, results of operations, and cash flows.

The operations of our properties are subject to disruptions or reduced patronage as a result of severe weather conditions, natural disasters, acts or threats of terrorism, concerns about contagious diseases such as the COVID-19 pandemic, and other casualty events, such as hurricanes or tornados. We maintain significant property insurance, including business interruption coverage, for these and other properties. However, there can be no assurances that we will be fully, promptly, or compensated at all for losses at any of our properties in the event of future inclement weather or casualty events or from the closings of our properties due to the COVID-19 pandemic or other contagious disease. For example, on August 27, 2020, Hurricane Laura made landfall in Lake Charles, Louisiana and caused significant damage to L’Auberge Lake Charles forcing it to close for approximately two weeks.

Our operations could be disrupted if management agreements and/or leases with third parties and local governments are not renewed.

Our operations in several jurisdictions depend on land leases and/or management and development agreements with third parties and local governments. If we, or if GLPI or VICI in the case of leases pursuant to which we are the sub-lessee, are unable to renew these leases and agreements on satisfactory terms as they expire or if disputes arise regarding the terms of these agreements, our business may be disrupted and, in the event of disruptions in multiple jurisdictions, could have a material adverse effect on our financial condition, results of operations, and cash flows

The concentration and evolution of the slot machine manufacturing industry could impose additional costs on us.

A majority of our revenues are attributable to slot machines and related systems operated by us at our gaming properties. A substantial majority of the slot machines sold in the U.S. in recent years were manufactured by a few select companies, and there has been extensive consolidation activity within the gaming equipment sector in recent years. In recent years, slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games, instead requiring participation lease arrangements in order to acquire the machines.

For competitive reasons, we may be forced to purchase new slot machines or enter into participation lease arrangements that are more expensive than our current costs associated with the continued operation of our existing slot machines, which could hurt our profitability.

There can be no assurance that we will be able to compete effectively or generate sufficient returns on our recently expanded sports betting operations and investment in Barstool Sports.
13

Table of Contents

Certain of the jurisdictions in which we operate have legalized intra-state sports wagering and have established extensive state licensing and regulatory requirements governing any such intra-state sports wagering. Our sports betting operations compete, and will continue to compete, in a rapidly evolving and highly competitive market against an increasing number of competitors. We launched the Barstool Sportsbook app in Pennsylvania in September 2020 and in Michigan in January 2021, and we expect to launch our Barstool Sportsbook app in additional states throughout 2021. In addition, we have entered into certain market access agreements with certain other sports betting operators and may enter into agreements with additional strategic partners and other third-party vendors. The success of our proposed sports betting operations is dependent on a number of additional factors that are beyond our control, including the ultimate tax rates and license fees charged by jurisdictions across the United States; our ability to gain market share in a newly developing market; the timeliness and the technological and popular viability of our products; our ability to compete with new entrants in the market; changes in consumer demographics and public tastes and preferences; cancellations and delays in sporting seasons and sporting events as a result of the COVID-19 pandemic; and the availability and popularity of other forms of entertainment. There can be no assurance that we will be able to compete effectively or that our expansion will be successful and generate sufficient returns on our investment.

We may not be able to achieve the expected benefits or financial returns of our investment in Barstool Sports due to fees, costs, taxes, delays or disruptions in connection with our roll out of our online and retail sportsbooks, the Barstool Sportsbook app, and iGaming products. In addition, there can be no assurance that the Barstool Sports audience will engage in sports betting and iGaming products to the extent that we expect. Any of the factors above could prevent us from receiving the expected returns of our investment in Barstool Sports, cause the market price of our common stock to decline, and have a material adverse effect on our financial condition, results of operations, and cash flows.

Our investment in and partnership with Barstool Sports may result in potential adverse reactions, negative publicity or changes to our business or regulatory relationships. Our relationships with state gaming regulators and business partners could be adversely affected as a result of our affiliation with Barstool Sports. Gaming regulators may not have extensive experience in the digital media industry, which may present unique challenges in regulating our business. In addition, our business partners may react negatively to actual or perceived competitive threats from our affiliation with Barstool Sports.

Our operations and the success of our investment in Barstool Sports are largely dependent on the skill and experience of management and key personnel.

Our success and our competitive position are largely dependent upon, among other things, the efforts and skills of our senior executives and management team. Although we enter into employment agreements with certain of our senior executives and key personnel, we cannot assure you that we will be able to retain our existing senior executive and management personnel or attract additional qualified senior executive and management personnel. Further, Barstool Sports is dependent upon its ability to attract and retain key personnel, including content creators, bloggers, and marketing personnel. If Barstool Sports loses the services of its senior management team or other key personnel, or if there is a shortage in the availability of the requisite qualified personnel, it would limit the ability of Barstool Sports to grow, to increase sales, and promote our online sports betting and iGaming products and our gaming facilities.

Work stoppages, organizing drives, and other labor problems could negatively impact our future profits.

Some of our employees are currently represented by labor unions. A lengthy strike or other work stoppage at any of our casino properties or construction projects could have an adverse effect on our financial condition, results of operations, and cash flows. Given the large number of employees, labor unions are making a concerted effort to recruit more employees in the gaming industry. We cannot provide any assurance that we will not experience additional and more successful union organization activity in the future.

Further, there has from time to time been a shortage of skilled labor in our markets. In addition to limitations that may otherwise exist in the supply of skilled labor, the continued expansion of gaming near our properties, including the expansion of Native American gaming, may make it more difficult for us to attract qualified individuals. While we believe that we will continue to be able to attract and retain qualified employees, shortages of skilled labor will make it increasingly difficult and expensive to attract and retain the services of a satisfactory number of qualified employees, and we may incur higher costs than expected as a result.

We depend on agreements with our horsemen and pari-mutuel clerks, which if we fail to renew or modify on satisfactory terms, could have a material adverse effect on us.

14

Table of Contents
In jurisdictions where we operate pari-mutuel wagering, if we fail to present evidence of an agreement with the horsemen at a track, we may not be permitted to conduct live racing and to export and import simulcasting at that track and OTWs and, in West Virginia, our video lottery license may not be renewed.

Failure to protect or enforce our intellectual property rights or the costs involved in such enforcement could harm our business, financial condition, and results of operations.

We rely on trademark, copyright, patent, trade secret, and domain-name-protection laws to protect our proprietary rights. Third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved. In any of these cases, we may be required to expend significant time and expense to prevent infringement or to enforce our rights.

The market price of our common stock could fluctuate significantly, which could have a material adverse effect on the stock price or trading volume of our common stock.

The U.S. securities markets in general have experienced significant price fluctuations in recent years, including recently due to the COVID-19 pandemic. The market price of our common stock may be volatile and subject to wide fluctuations, and the trading volume of our common stock may fluctuate and cause significant price variations to occur.

We are or may become involved in legal proceedings that, if adversely adjudicated or settled, could impact our financial condition and results of operations.

From time to time, we are defendants in various lawsuits relating to matters incidental to our business. The nature of our business subjects us to the risk of lawsuits filed by customers, past and present employees, competitors, business partners and others in the ordinary course of business (particularly in the case of class actions). As with all litigation, no assurance can be provided as to the outcome of these matters and, in general, litigation can be expensive and time consuming. We may not be successful in these lawsuits, and, especially with increasing class action claims in our industry, litigation could result in costs, settlements, or damages that could significantly impact our financial condition, results of operations, and cash flows.

Risks Related to Our Indebtedness and Capital Structure

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our outstanding indebtedness.

As of December 31, 2020, we had indebtedness of $2,431.6 million, including $1,628.1 million in outstanding term loans. In addition, we are required to make significant annual lease payments to our REIT Landlords pursuant to the Triple Net Leases, which we currently expect will be approximately $814.6 million for the year ending December 31, 2021.

We have a substantial amount of indebtedness and significant fixed annual lease payments under the Triple Net Leases. Our substantial indebtedness and additional fixed costs under our Lease obligations could have important consequences to our financial health.

As noted above, due to the COVID-19 pandemic, our gaming properties had been temporarily closed. The closure of our gaming properties had significantly disrupted our ability to generate revenues. In order to remain in compliance with our debt covenants and meet our payment obligations, on April 14, 2020, we entered into an agreement to amend our Amended Credit Agreement to provide temporary relief from our financial covenants. In addition, our substantial indebtedness could result in an event of default if we fail to satisfy our obligations under our indebtedness or fail to comply with the financial and other restrictive covenants contained in our debt instruments, which event of default could result in all of our debt becoming immediately due and payable and could permit certain of our lenders to foreclose on any of our assets securing such debt.

In addition, the interest rates of our Senior Secured Credit Facilities are tied to the London Interbank Offered Rate, or LIBOR. In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the end of 2021 (“FCA Announcement”). The FCA Announcement indicates that the continuation of LIBOR on the current basis is not guaranteed after 2021, which may impact our Revolving Credit Facility.

The lack of availability and cost of financing could have an adverse effect on our business.

We intend to finance some of our current and future expansion, development and renovation projects and acquisitions with cash flow from operations, borrowings under our Senior Secured Credit Facilities and equity or debt financings. If we are
15

Table of Contents
unable to finance our current or future projects, we could have to seek alternative financing. Depending on credit market conditions, alternative sources of funds may not be sufficient to finance our expansion, development and/or renovation, or such other financing may not be available on acceptable terms, in a timely manner or at all. In addition, our existing indebtedness contains restrictions on our ability to incur additional indebtedness. If we are unable to secure additional financing, we could be forced to limit or suspend expansion, development and renovation projects and acquisitions, which may adversely affect our financial condition, results of operations, and cash flows.

The capacity under our Revolving Credit Facility, which expires in 2023, is $700.0 million. There is no certainty that our lenders will continue to remain solvent or fund their respective obligations under our Senior Secured Credit Facilities.

To service our indebtedness, we will require a significant amount of cash, which depends on many factors beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our Senior Secured Credit Facilities in amounts sufficient to enable us to fund our liquidity needs, including with respect to our indebtedness. We also may incur indebtedness related to properties we develop or acquire in the future prior to generating cash flow from those properties. If those properties do not provide us with cash flow to service that indebtedness (including as a result of COVID-19), we will need to rely on cash flow from our other properties, which would increase our leverage. In addition, if we consummate significant acquisitions in the future, our cash requirements may increase significantly.

Risks Related to Regulation, Taxes and Compliance

We face extensive regulation from gaming authorities, which could have a material adverse effect on us.

As owners and managers of casino gaming, online gaming, sports betting, video lottery, VGTs, and pari-mutuel wagering operations, we are subject to extensive state and local regulation. These regulatory authorities have broad discretion, and may, for any reason set forth in the applicable legislation, rules and regulations, limit, condition, suspend, fail to renew or revoke a license or registration to conduct gaming operations or prevent us from owning the securities of any of our gaming subsidiaries or prevent another person from owning an equity interest in us. Like all gaming operators in the jurisdictions in which we operate, we must periodically apply to renew our gaming licenses or registrations and have the suitability of certain of our directors, officers and employees approved. We cannot assure you that we will be able to obtain such renewals or approvals. Regulatory authorities have input into our operations, for instance, hours of operation, location or relocation of a facility, and numbers and types of slot machines and table games. Regulators may also levy substantial fines against us, our subsidiaries, or the people involved in violating gaming laws or regulations and/or seize our assets or the assets of our subsidiaries. Any of these events could have a material adverse effect on our financial condition, results of operations, and cash flows.

We have demonstrated suitability to obtain and have obtained all governmental licenses, registrations, permits, and approvals necessary for us to operate our existing gaming and pari-mutuel properties. There can be no assurance that we will be able to retain and renew those existing licenses or demonstrate suitability to obtain any new licenses, registrations, permits, or approvals. In addition, the loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for a license in another jurisdiction. As we expand our gaming operations in our existing jurisdictions or to new areas, we may have to meet additional suitability requirements and obtain additional licenses, registrations, permits and approvals from gaming authorities in these jurisdictions. The approval process can be time-consuming and costly, and we cannot be sure that we will be successful. Furthermore, this risk is particularly pertinent to our iGaming or sports betting initiatives because regulations in this area are not as fully developed or established.

Gaming authorities in the U.S. generally can require that any record or beneficial owner of our securities file an application for a license or similar finding of suitability. If a gaming authority requires a record or beneficial owner of our securities to file a suitability application, the owner must generally apply for a finding of suitability within 30 days or at an earlier time prescribed by the gaming authority. The gaming authority has the power to investigate such an owner’s suitability and the owner must pay all costs of the investigation. If the owner is found unsuitable, then the owner may be required by law to dispose of our securities.

Our directors, officers, key employees, and joint venture partners must also meet approval standards of certain state regulatory authorities. If state gaming regulatory authorities were to find a person occupying any such position or a joint venture partner or one of our vendors unsuitable, we would be required to sever our relationship with that person or the joint
16

Table of Contents
venture partner or vendor. State regulatory agencies may conduct investigations into the conduct or associations of our directors, officers, key employees, joint venture partners or vendors to ensure compliance with applicable standards.

Certain public and private issuances of securities and other transactions that we are party to also require the approval of some state regulatory authorities.

Changes in legislation and regulation of our business could have an adverse effect on our financial condition, results of operations, and cash flows.

Regulations governing the conduct of gaming activities and the obligations of gaming companies in any jurisdiction in which we have or in the future may have gaming operations are subject to change and could impose additional operating, financial, competitive or other burdens on the way we conduct our business.

In particular, certain areas of law governing new gaming activities, such as the federal and state law applicable to iGaming and sports betting, are new or developing in light of emerging technologies. New and developing areas of law may be subject to the interpretation of the government agencies tasked with enforcing them. In some circumstances, a government agency may interpret a statute or regulation in one manner and then reconsider its interpretation at a later date. No assurance can be provided that government agencies will interpret or enforce new or developing areas of law consistently, predictably, or favorably. Moreover, legislation to prohibit, limit or add burdens to our business may be introduced in the future in states where gaming has been legalized. In addition, from time to time, legislators and special interest groups have proposed legislation that would expand, restrict or prevent gaming operations or which may otherwise adversely impact our operations in the jurisdictions in which we operate. Any expansion of gaming or restriction on or prohibition of our gaming operations or enactment of other adverse regulatory changes could have a material adverse effect on our operating results.

State and local smoking restrictions have and may continue to negatively affect our business.

Legislation in various forms to ban or substantially curtail indoor tobacco smoking in public places has been enacted or introduced in many states and local jurisdictions, including several of the jurisdictions in which we operate. We believe the smoking restrictions have significantly impacted business volumes. If additional smoking restrictions are enacted within jurisdictions where we operate or seek to do business, our financial condition, results of operations, and cash flows could be adversely affected.

Material increases to our taxes or the adoption of new taxes or the authorization of new or increased forms of gaming could have a material adverse effect on our future financial results.

We believe that the prospect of significant revenue is one of the primary reasons that jurisdictions permit or expand legalized gaming. As a result, gaming companies are typically subject to significant revenue-based taxes and fees in addition to normal federal, state and local income taxes, and such taxes and fees are subject to increase at any time. We pay substantial taxes and fees with respect to our operations. From time-to-time, federal, state, and local legislators and officials have proposed changes in tax laws, or in the administration of such laws, affecting the gaming industry. In addition, worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes, property taxes and/or by authorizing additional gaming properties each subject to payment of a new license fee. It is not possible to determine with certainty the likelihood of changes in such laws or in the administration of such laws. Such changes, if adopted, could have a material adverse effect on our financial condition, results of operations, and cash flows. The large number of state and local governments with significant current or projected budget deficits makes it more likely that those governments that currently permit gaming will seek to fund such deficits with new or increased gaming or new or increased gaming taxes and/or property taxes, and worsening economic conditions could intensify those efforts. Any new or increased gaming or the material increase or adoption of additional taxes or fees, could have a material adverse effect on our future financial results, especially in light of our significant fixed rent payments.



We are subject to environmental laws and potential exposure to environmental liabilities which could have an adverse effect on us.

We are subject to various federal, state, and local environmental laws and regulations that govern our operations, including emissions and discharges into the environment, and the handling and disposal of hazardous and non-hazardous substances and wastes. Failure to comply with such laws and regulations could result in costs for corrective action, penalties or the imposition
17

Table of Contents
of other liabilities or restrictions. From time to time, we have incurred and are incurring costs and obligations for correcting environmental noncompliance matters. The extent of such potential conditions cannot be determined definitively. To date, none of these matters have had a material adverse effect on our financial condition, results of operations, and cash flows; however, there can be no assurance that such matters will not have such an effect in the future.

We also are subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances into the environment. Under certain of these laws and regulations, a current or previous owner or operator of the property may be liable for the costs of remediating contaminated soil or groundwater on or from its property, without regard to whether the owner or operator knew of, or caused, the contamination, as well as incur liability to third parties impacted by such contamination. The presence of contamination, or failure to remediate it properly, may adversely affect our ability to use, sell or rent property. Under our contractual arrangements under the Triple Net Leases, we will generally be responsible for both past and future environmental liabilities associated with our gaming operations, notwithstanding ownership of the underlying real property having been transferred. Furthermore, we are aware that there is or may have been soil or groundwater or other contamination at certain of our properties resulting from current or former operations. These environmental conditions may require remediation in isolated areas. The extent of such potential conditions cannot be determined definitely, and may result in additional expense in the event that additional or currently unknown conditions are detected.

Additionally, certain of the gaming chips used at many gaming properties, including some of ours, have been found to contain some level of lead. Analysis by third parties has indicated the normal handling of the chips does not create a health hazard. We have disposed of a majority of these gaming chips. To date, none of these matters or other matters arising under environmental laws has had a material adverse effect on our financial condition, results of operations, and cash flows; however, there can be no assurance that such matters will not have such an effect in the future.

We are subject to certain federal, state and other regulations, and if we fail to comply with such regulations, it could have a material adverse effect on our financial condition, results of operations, and cash flow.

We are subject to certain federal, state, and local laws, regulations and ordinances that apply to businesses generally. The Bank Secrecy Act, enforced by the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Treasury Department, requires us to report currency transactions in excess of $10,000 occurring within a gaming day, including identification of the guest by name and social security number, to the IRS. This regulation also requires us to report certain suspicious activity, including any transaction that exceeds $5,000 that we know, suspect or have reason to believe involves funds from illegal activity or is designed to evade federal regulations or reporting requirements and to verify sources of funds, in response to which we have implemented Know Your Customer processes. Periodic audits by the IRS and our internal audit department assess compliance with the Bank Secrecy Act, and substantial penalties can be imposed against us if we fail to comply with this regulation. In recent years the U.S. Treasury Department has increased its focus on Bank Secrecy Act compliance throughout the gaming industry, and public comments by FinCEN suggest that casinos should obtain information on each customer’s sources of income. This could impact our ability to attract and retain casino guests. Further, since we deal with significant amounts of cash in our operations, we are subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws or regulations, or any accusations of money laundering or regulatory investigations into possible money laundering activities, by any of our properties, employees, partners, affiliates, or customers could have a material adverse effect on our financial condition, results of operations, and cash flows.

The riverboats on which we operate must comply with certain federal and state laws and regulations with respect to boat design, on-board facilities, equipment, personnel, and safety. In addition, we are required to have third parties periodically inspect and certify all of our casino barges for stability and single compartment flooding integrity. The casino barges on which we operate also must meet local fire safety standards. We would incur additional costs if any of the gaming facilities on which we operate were not in compliance with one or more of these regulations.

We are also subject to a variety of other federal, state and local laws and regulations, including those relating to zoning, construction, land use, employment, marketing, and advertising and the production, sale and service of alcoholic beverages. If we are not in compliance with these laws and regulations or we are subject to a substantial penalty, it could have a material adverse effect on our financial condition, results of operations, and cash flows.

Climate change, climate change regulations and greenhouse gas effects may adversely impact our operations.

There is a growing political and scientific consensus that greenhouse gas (“GHG”) emissions continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate.

18

Table of Contents
We may become subject to legislation and regulation regarding climate change, and compliance with any new rules could be difficult and costly. Concerned parties, such as legislators and regulators, stockholders and nongovernmental organizations, as well as companies in many business sectors, are considering ways to reduce GHG emissions. Many states have announced or adopted programs to stabilize and reduce GHG emissions and in the past federal legislation has been proposed in Congress. If such legislation is enacted, we could incur increased energy, environmental and other costs and capital expenditures to comply with the limitations. Unless and until legislation is enacted and its terms are known, we cannot reasonably or reliably estimate its impact on our financial condition, operating performance, or ability to compete. Further, regulation of GHG emissions may limit our guests’ ability to travel to our properties as a result of increased fuel costs or restrictions on transport related emissions. Climate change could have a material adverse effect on our financial condition, results of operations and cash flow. We have described the risks to us associated with extreme weather events in the risk factors above.

Risks Related to Technology, Information Security, and Penn Interactive

Our gaming operations, online sports betting and iGaming rely heavily on technology services and an uninterrupted supply of electrical power.

Any unscheduled disruption in our technology services or interruption in the supply of electrical power could result in an immediate, and possibly substantial, loss of revenues due to a shutdown of our gaming operations (including slot machines and security systems), online sports betting, and iGaming operations.

Our information technology and other systems are subject to cyber security risk, including misappropriation of employee information, customer information or other breaches of information security, particularly as our iGaming division grows.

We increasingly rely on information technology and other systems (particularly as our iGaming division grows), including our own systems and those of service providers and third parties, to manage our business and employee data and maintain and transmit customers’ personal and financial information, credit card settlements, credit card funds transmissions, mailing lists, and reservations information. Our collection of such data is subject to extensive regulation by private groups, such as the payment card industry, as well as governmental authorities, including gaming authorities. Privacy regulations continue to evolve and we have taken, and will continue to take, steps to comply by implementing processes designed to safeguard the confidential and personal information of our business, employees and customers. In addition, our security measures are reviewed and evaluated regularly. However, our information and processes and those of our service providers and other third parties, are subject to the ever-changing threat of compromised security, in the form of a risk of potential breach, system failure, computer virus, or unauthorized or fraudulent use by customers, company employees, or employees of third party vendors. The steps we take to deter and mitigate the risks of breaches may not be successful, and any resulting compromise or loss of data or systems could adversely impact operations or regulatory compliance and could result in remedial expenses, fines, litigation, disclosures, and loss of reputation, potentially impacting our financial results. Further, as cyber-attacks continue to evolve, we may incur significant costs in our attempts to modify or enhance our protective measures or investigate or remediate any vulnerability. Increased instances of cyber-attacks may also have a negative reputational impact on us and our properties that may result in a loss of customer confidence and, as a result, may have a material adverse effect on our financial condition, results of operations, and cash flows.

Our online sports betting and iGaming initiatives may result in increased risk of cyber-attack, hacking, or other security breaches, which could harm our reputation and competitive position and which could result in regulatory actions against us or in other penalties.

As our online sports betting and iGaming business grows, we will face increased cyber risks and threats that seek to damage, disrupt or gain access to our networks, our products and services, and supporting infrastructure. Any failure to prevent or mitigate security breaches or cyber risk could result in interruptions to the services we provide, degrade the user experience, and cause our users to lose confidence in our products. The unauthorized access, acquisition or disclosure of consumer information could compel us to comply with disparate breach notification laws and otherwise subject us to proceedings by governmental entities or others and substantial legal and financial liability. This could harm our business and reputation, disrupt our relationships with partners and diminish our competitive position.

If our third-party mobile application distribution platforms or service providers do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition, and results of operations could be adversely affected.

19

Table of Contents
We rely upon third-party distribution platforms, including the Apple App Store and Google Play store, for distribution of our mobile applications. As such, the promotion, distribution and operation of our mobile applications are subject to the respective distribution platforms’ standard terms and policies, which are very broad and subject to frequent changes and interpretation. If Apple or Google choose to de-list any of our mobile applications due to what they perceive to be objectionable content, it could have a material negative impact on our business.

Further, the success of Penn Interactive depends in part on our relationships with other third-party service providers for content delivery, load balancing and protection against distributed denial-of-service attacks. If those providers do not perform adequately or terminate their relationship with us, our users may experience issues or interruptions with their experiences. We also rely on other software and services supplied by third parties, such as communications and internal software, and our business may be adversely affected to the extent such software and services do not meet our expectations, contain errors or vulnerabilities, are compromised or experience outages. Further, any negative publicity related to any of our third-party partners could adversely affect our reputation and brand.

We also incorporate technology from third parties into our platform. We cannot be certain that our licensors are not infringing the intellectual property rights of others or that the suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate, which could adversely affect our business, financial condition and results of operations.

Further, we rely on third-party geolocation and identity verification systems to ensure we are in compliance with certain laws and regulations. There is no guarantee that the third-party geolocation and identity verification systems will perform adequately, or be effective, and any service disruption to those systems would prohibit us from operating our platform, and would adversely affect our business.

The growth of Penn Interactive will depend on our ability to attract and retain users.

Our ability to achieve growth in revenue in the future in Penn Interactive and Barstool Sports sports betting app will depend, in large part, upon our ability to attract new users to our offerings, retain existing users of our offerings and reactivate users in a cost-effective manner. Achieving growth in our community of users may require us to increasingly engage in sophisticated and costly sales and marketing and promotional efforts, which may not make sense in terms of return on investment. We have used and expect to continue to use a variety of free and paid marketing channels, in combination with compelling offers and exciting games to achieve our objectives. For paid marketing, we intend to leverage a broad array of advertising channels, including television, radio, social media influencers (brand ambassadors), social media platforms, such as Facebook, Instagram, Twitter and Snap, affiliates and paid and organic search, and other digital channels, such as mobile display. If the search engines on which we rely modify their algorithms, change their terms around gaming, or if the prices at which we may purchase listings increase, then our costs could increase, and fewer users may click through to our website. If links to our website are not displayed prominently in online search results, if fewer users click through to our website, if our other digital marketing campaigns are not effective, if the costs of attracting users using any of our current methods significantly increase, then our ability to efficiently attract new users could be reduced, our revenue could decline and our business, financial condition and results of operations could be harmed.

In addition, our ability to increase the number of users of our offerings will depend on continued user adoption of the Barstool Sportsbook app and iGaming. Growth in the sportsbook and iGaming industries and the level of demand for and market acceptance of our product offerings will be subject to a high degree of uncertainty. We cannot assure that consumer adoption of our product offerings will continue or exceed current growth rates, or that the industry will achieve more widespread acceptance.

Additionally, as technological or regulatory standards change and we modify our platform to comply with those standards, we may need users to take certain actions to continue playing, such as performing age verification checks or accepting new terms and conditions. Users may stop using our product offerings at any time, including if the quality of the user experience on our platform, including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the customer experience generally offered by competitive offerings.

We face a number of challenges prior to opening new or upgraded gaming properties or launching new iGaming or sports betting channels, which may lead to increased costs and delays in anticipated revenues.

No assurance can be given that, when we endeavor to open new or upgraded gaming properties or launch new iGaming or sports betting channels, the expected timetables for opening such properties or channels will be met in light of the uncertainties inherent in the development of the regulatory framework, construction, the licensing process, legislative action and litigation. In
20

Table of Contents
addition, as we seek to launch iGaming and sports betting apps in additional states, we will need to hire additional qualified employees, such as engineers, IT professionals and other compliance personnel. Given the significant competition in this area for qualified candidates, we may be unable to hire qualified candidates. Delays in opening new or upgraded properties could lead to increased costs and delays in receiving anticipated revenues with respect to such properties or channels and could have a material adverse effect on our financial condition, results of operations, and cash flows.

Negative events or negative media coverage relating to, or a declining popularity of, sports betting, the underlying sports or athletes, online sports betting, or iGaming may adversely impact our ability to retain or attract users, which could have an adverse impact on our business.

Public opinion can significantly influence our business. Unfavorable publicity regarding us or regarding the actions of third parties with whom we have relationships or the underlying sports (including declining popularity of the sports or athletes) could seriously harm our reputation. In addition, a negative shift in the perception of sports betting and iGaming by the public or by politicians, lobbyists or others could affect future legislation of sports betting and iGaming. Negative public perception could also lead to new restrictions on or to the prohibition of iGaming or sports betting in jurisdictions in which we currently operate. Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of our customer base and result in decreased revenue or slower user growth rates, which could seriously harm our business.

Risks Related to Acquisitions

We may face disruption and other difficulties in integrating and managing properties or other initiatives we have recently acquired, may develop, or may acquire in the future.

We could face significant challenges in managing and integrating our expanded or combined operations and any other properties we may develop or acquire, particularly in new competitive markets. The integration of more significant properties that we may develop or acquire (such as Morgantown, Perryville, and York) will require the dedication of management resources that may temporarily divert attention from our day-to-day business. In addition, development and integration of new information technology systems that may be required is costly and time-consuming. The process of integrating properties that we may acquire also could interrupt the activities of those businesses, which could have a material adverse effect on our financial condition, results of operations, and cash flows. In addition, the development of new properties may involve construction, local opposition, regulatory, legal and competitive risks as well as the risks attendant to partnership deals on these development opportunities. In particular, in projects where we team up with a joint venture partner, if we cannot reach agreement with such partners, or if our relationships otherwise deteriorate, we could face significant increased costs and delays. Local opposition can delay or increase the anticipated cost of a project. Many of these same risks apply to our iGaming and sports betting initiatives. Finally, given the competitive nature of these types of limited license opportunities, litigation is possible.

Management of new properties, especially in new geographic areas and business lines may require that we increase our management resources or divert the attention of our current management. We cannot assure you that we will be able to manage the combined operations effectively or realize any of the anticipated benefits of our acquisitions or development projects. We also cannot assure you that if acquisitions are completed, that the acquired businesses will generate returns consistent with our expectations.

Our ability to achieve our objectives in connection with any acquisition we may consummate may be highly dependent on, among other things, our ability to retain the senior level property management teams of such acquisition candidates. If, for any reason, we are unable to retain these management teams following such acquisitions or if we fail to attract new capable executives, our operations after consummation of such acquisitions could be materially adversely affected.

The occurrence of some or all of the above described events could have a material adverse effect on our financial condition, results of operations, and cash flows.

In the event we make another acquisition, we may face risks related to our ability to receive regulatory approvals required to complete, or other delays or impediments to completing, such acquisition.

Our growth is fueled, in part, by the acquisition of existing gaming, racing, and development properties, as well as our iGaming and sports betting initiatives. In addition to standard closing conditions, our acquisitions are often conditioned on the receipt of regulatory approvals and other hurdles that create uncertainty and could increase costs. Such delays could significantly reduce the benefits to us of such acquisitions and could have a material adverse effect on our financial condition, results of operations, and cash flows.
21

Table of Contents
Risks Related to the Spin-Off

If the Spin-Off, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, we could be subject to significant tax liabilities.

We received a private letter ruling (the “IRS Ruling”) from the IRS substantially to the effect that, among other things, the Spin-Off, together with certain related transactions, will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and/or 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”). The IRS Ruling does not address certain requirements for tax-free treatment of the Spin-Off under Section 355, and we received from our tax advisors a tax opinion substantially to the effect that, with respect to such requirements on which the IRS will not rule, such requirements will be satisfied. The IRS Ruling, and the tax opinions that we received from our tax advisors, relied on and will rely on, among other things, certain representations, assumptions and undertakings, including those relating to the past and future conduct of GLPI’s business, and the IRS Ruling and the opinions would not be valid if such representations, assumptions and undertakings were incorrect in any material respect.

Notwithstanding the IRS Ruling and the tax opinions, the IRS could determine the Spin-Off should be treated as a taxable transaction for U.S. federal income tax purposes if it determines any of the representations, assumptions or undertakings that were included in the request for the IRS Ruling are false or have been violated or if it disagrees with the conclusions in the opinions that are not covered by the IRS Ruling. If the Spin-Off fails to qualify for tax-free treatment, in general, we would be subject to tax as if we had sold the GLPI common stock in a taxable sale for its fair market value.

Under the tax matters agreement that GLPI entered into with us, GLPI generally is required to indemnify us against any tax resulting from the Spin-Off to the extent that such tax resulted from (1) an acquisition of all or a portion of the equity securities or assets of GLPI, whether by merger or otherwise, (2) other actions or failures to act by GLPI, or (3) any of GLPI’s representations or undertakings being incorrect or violated. GLPI’s indemnification obligations to Penn and its subsidiaries, officers and directors will not be limited by any maximum amount. If GLPI is required to indemnify Penn or such other persons under the circumstance set forth in the tax matters agreement, GLPI may be subject to substantial liabilities and there can be no assurance that GLPI will be able to satisfy such indemnification obligations.

In connection with the Spin-Off, GLPI agreed to indemnify us for certain liabilities. However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that GLPI’s ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the separation and distribution agreement, GLPI has agreed to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that GLPI agreed to retain, and there can be no assurance that GLPI will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from GLPI any amounts for which we are held liable, we may be temporarily required to bear these losses while seeking recovery from GLPI.

A court could deem the distribution in the Spin-Off to be a fraudulent conveyance and void the transaction or impose substantial liabilities upon us.

If the transaction is challenged by a third-party, a court could deem the distribution of GLPI common shares or certain internal restructuring transactions undertaken by us in connection with the Spin-Off to be a fraudulent conveyance or transfer. Fraudulent conveyances or transfers are defined to include transfers made or obligations incurred with the actual intent to hinder, delay, or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized or unable to pay its debts as they become due. In such circumstances, a court could void the transactions or impose substantial liabilities upon us, which could adversely affect our financial condition and our results of operations. Among other things, the court could require our shareholders to return to us some or all of the shares of our common stock issued in the distribution or require us to fund liabilities of other companies involved in the restructuring transactions for the benefit of creditors. Whether a transaction is a fraudulent conveyance or transfer will vary depending upon the laws of the applicable jurisdiction.

If we and GLPI are treated by the IRS as being under common control, both we and GLPI could experience adverse tax consequences.

If we and GLPI are treated by the IRS as being under common control, the IRS will be authorized to reallocate income and deductions between us and GLPI to reflect arm’s length terms. If the IRS were to successfully establish that rents paid by us to
22

Table of Contents
GLPI are excessive, we would be (i) denied a deduction for the excessive portion and (ii) subject to a penalty on the portion deemed excessive, each of which could have a material adverse effect on our financial condition, results of operations, and cash flows. Also, our shareholders would be deemed to have received a distribution that was then contributed to the capital of GLPI.

ITEM 1B.UNRESOLVED STAFF COMMENTS
None.
23

Table of Contents
ITEM 2.PROPERTIES
As detailed in Item 1. Business, “Operating Properties,” the majority of our facilities are subject to leases of the underlying real estate assets, which, among other things, includes the land underlying the facility and the buildings used in the operations of the casino and the hotel, if applicable. The following describes the principal real estate associated with our properties by reportable segment (all area metrics are approximate):
LocationDescription of Owned Real PropertyAcreage of LandDescription of Leased Real PropertyAcreage of Land
Northeast segment
Ameristar East ChicagoEast Chicago, INLand, buildings, boat22
Greektown Casino-HotelDetroit, MILand, buildings8
Hollywood Casino BangorBangor, MELand, racetrack, buildings44
Hollywood Casino at Charles Town RacesCharles Town, WVLand, racetrack, buildings299
Hollywood Casino ColumbusColumbus, OHLand, buildings116
Hollywood Casino LawrenceburgLawrenceburg, INLand, buildings3Land, buildings, boat105
Hollywood Casino at Penn National Race CourseGrantville, PA
Land (1), racetrack, buildings
574
Hollywood Casino ToledoToledo, OHLand, buildings42
Hollywood Gaming at Dayton RacewayDayton, OHLand, racetrack, buildings120
Hollywood Gaming at Mahoning Valley Race CourseYoungstown, OHLand, racetrack, buildings193
Meadows Racetrack and CasinoWashington, PALand, racetrack, buildings156
Plainridge Park CasinoPlainville, MALand, racetrack, buildings88
South segment
1st Jackpot Casino
Tunica, MS
Land (2), buildings, boat
147
Ameristar VicksburgVicksburg, MSLand, buildings, boat74
Boomtown BiloxiBiloxi, MS
Land (3), buildings, boat
26
Boomtown Bossier CityBossier City, LALand, buildings, boat22
Boomtown New OrleansNew Orleans, LALand, buildings, boat54
Hollywood Casino Gulf CoastBay St. Louis, MSLand, buildings579
Hollywood Casino TunicaTunica, MSLand, buildings, boat68
L’Auberge Baton RougeBaton Rouge, LAUndeveloped land478Land, buildings, barge99
L’Auberge Lake CharlesLake Charles, LAUndeveloped land54Land, buildings, barge235
Margaritaville Resort CasinoBossier City, LALand, buildings, barge34
Resorts Casino Tunica (4)
Tunica, MS
West segment
Ameristar Black HawkBlack Hawk, COLand, buildings104
Cactus Petes and HorseshuJackpot, NVLand, buildings80
M ResortHenderson, NVLand, buildings84
Tropicana Las VegasLas Vegas, NVLand, buildings35
Zia Park CasinoHobbs, NMLand, racetrack, buildings317
Midwest segment
Ameristar Council BluffsCouncil Bluffs, IALand, buildings, boat59
Argosy Casino AltonAlton, ILBoatLand, buildings4
Argosy Casino RiversideRiverside, MO
Land (5), buildings, barge
45
Hollywood Casino AuroraAurora, ILLand, buildings, barge2
Hollywood Casino JolietJoliet, ILLand, buildings, barge276
Hollywood Casino at Kansas SpeedwayKansas City, KSLand, buildings101
Hollywood Casino St. LouisMaryland Heights, MOLand, buildings, barge221
River City CasinoSt. Louis, MO
Land (6), buildings, barge
83
Other
Freehold RacewayFreehold, NJLand, racetrack, buildings51
Cherry Hill, NJUndeveloped land10
Retama Park Racetrack (7)
Selma, TXUndeveloped land14
Sam Houston Race ParkHouston, TXLand, racetrack, buildings168
Sanford-Orlando Kennel Club (8)
Longwood, FLLand, building2
Valley Race ParkHarlingen, TXLand, racetrack, buildings71
9524,415
(1)Of which, 393 acres is undeveloped land surrounding Hollywood Casino at Penn National Race Course
24

Table of Contents
(2)Of which, 53 acres is wetlands.
(3)Of which, 3 acres is subject to the Penn Master Lease.
(4)Resorts Casino Tunica ceased operations on June 30, 2019, but remains subject to the Penn Master Lease.
(5)Of which, 38 acres is subject to the Penn Master Lease.
(6)Of which, 24 acres is land surrounding River City Casino reserved for community and recreational facilities.
(7)The land, racetrack, and buildings used in the operations of Retama Park Racetrack are owned by the City of Selma, Texas. We own undeveloped land adjacent to the Retama Park Racetrack.
(8)In the fourth quarter of 2020, we sold the land related to the Sanford-Orlando Kennel Club due to state regulation prohibiting greyhound racing. We continue to offer simulcast racing at our existing facility.
We lease office and warehouse space in various locations outside of our operating properties, including 86,542 square feet of office space for our shared services center in Las Vegas, Nevada; 52,116 square feet of executive office and warehouse space in Wyomissing, Pennsylvania; 32,212 square feet of office space in Cherry Hill, New Jersey; 29,609 square feet of office space in Philadelphia, Pennsylvania; 7,787 square feet of executive office space in Conshohocken, Pennsylvania; and 5,740 square feet of office space in Henderson, Nevada.

Our interests in the owned real property listed above (with the exception of the land, buildings, and racetracks, used in the operations of Hollywood Casino at Kansas Speedway, Freehold Raceway, Retama Park Racetrack, Sam Houston Race Park, and Valley Race Park; as well as the interests in the leased real property listed above); collateralize our obligations under our Senior Secured Credit Facilities (as defined in the “Liquidity and Capital Resources” section of “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” below).

ITEM 3.    LEGAL PROCEEDINGS
The Company is subject to various legal and administrative proceedings relating to personal injuries, employment matters, commercial transactions, development agreements and other matters arising in the ordinary course of business. Although the Company maintains what it believes to be adequate insurance coverage to mitigate the risk of loss pertaining to covered matters, legal and administrative proceedings can be costly, time-consuming and unpredictable. The Company does not believe that the final outcome of these matters will have a material adverse effect on its results of operations, financial position or cash flows.

ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.

PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Ticker Symbol and Holders of Record
Our common stock is quoted on the NASDAQ Global Select Market under the symbol “PENN.” As of February 19, 2021, there were 1,647 holders of record of our common stock.
Dividends
Since our initial public offering of common stock in May 1994, we have not paid any cash dividends on our common stock. We intend to retain all of our earnings to finance the development of our business, and thus, do not anticipate paying cash dividends on our common stock for the foreseeable future. Payment of any cash dividends in the future will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operations and capital requirements, our general financial condition and general business conditions. In addition, our Senior Secured Credit Facilities and senior notes restrict, among other things, our ability to pay dividends. Future financing arrangements may also prohibit the payment of dividends under certain conditions.
Sales of Unregistered Equity Securities
During the year ended December 31, 2020, the Company issued 883 shares of Series D Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), to certain individual stockholders affiliated with Barstool Sports as disclosed in the
25

Table of Contents
Company's Current Report on Form 8-K filed on January 29, 2020 and discussed in Note 7, "Investments in and Advances to Unconsolidated Affiliates."

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition, results of operations, liquidity and capital resources should be read in conjunction with, and is qualified in its entirety by, our Consolidated Financial Statements and the notes thereto, included in this Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission. This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, 2020 compared to December 31, 2019. Discussion of our financial condition and results of operations as of and for the year ended December 31, 2019 compared to December 31, 2018 can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission on February 27, 2020.

EXECUTIVE OVERVIEW
Our Business
Penn National Gaming, Inc., together with its subsidiaries (“Penn National,” the “Company,” “we,” “our,” or “us”), is a leading, diversified, multi-jurisdictional owner and manager of gaming and racing properties, retail and online sports betting operations, and video gaming terminal (“VGT”) operations. Our wholly-owned interactive division, Penn Interactive Ventures, LLC (“Penn Interactive”), operates retail sports betting across the Company’s portfolio, as well as online sports betting, online social casino, bingo and online casinos (“iGaming”). In February 2020, the Company acquired 36% (inclusive of 1% on a delayed basis) equity interest in Barstool Sports, Inc. (“Barstool Sports”), a leading digital sports, entertainment, lifestyle and media company, and entered into a strategic relationship with Barstool Sports, whereby Barstool Sports will exclusively promote the Company's land-based retail sportsbooks, iGaming products and online sports betting products, including the Barstool Sportsbook mobile app, to its national audience. We launched an online sports betting app called Barstool Sports in Pennsylvania in September 2020 and in Michigan in January 2021. We also operate iGaming in Pennsylvania and Michigan. Our mychoice program currently has over 20 million members and provides such members with various benefits, including complimentary goods and/or services. The Company’s strategy has continued to evolve from an owner and manager of gaming and racing properties into an omni-channel provider of retail and online gaming, live racing and sports betting entertainment. We believe our continued evolution into a best-in-class omni-channel provider of retail and online gaming and sports betting entertainment will be a catalyst for our core land-based business, while also providing a platform for significant long-term shareholder value.

As of December 31, 2020, we owned, managed, or had ownership interests in 41 gaming and racing properties in 19 states and were licensed to offer live sports betting at our properties in Colorado, Illinois, Indiana, Iowa, Michigan, Mississippi, Nevada, Pennsylvania and West Virginia. The majority of the real estate assets (i.e., land and buildings) used in our operations are subject to triple net master leases; the most significant of which are the Penn Master Lease and the Pinnacle Master Lease (as such terms are defined in “Liquidity and Capital Resources” and collectively referred to as the “Master Leases”), with Gaming and Leisure Properties, Inc. (Nasdaq: GLPI) (“GLPI”), a real estate investment trust (“REIT”). In addition, we are currently developing two Category 4 satellite gaming casinos in Pennsylvania: Hollywood Casino York and Hollywood Casino Morgantown, both of which are expected to commence operations by the end of 2021.

Impact of the COVID-19 Pandemic and Company Response
On March 11, 2020, the World Health Organization declared the novel coronavirus (known as “COVID-19”) outbreak to be a global pandemic. We began temporarily suspending the operations of all of our properties between March 13, 2020 and March 19, 2020 pursuant to various orders from state gaming regulatory bodies or governmental authorities to combat the rapid spread of COVID-19. We began reopening our properties on May 18, 2020 with reduced gaming and hotel capacity and limited food and beverage offerings in order to accommodate comprehensive social distancing and health and safety protocols.

During the fourth quarter of 2020, our properties temporarily suspended operations in Pennsylvania, Michigan and Illinois and were subject to increased operational restrictions in Ohio and Massachusetts (among other states). Our Michigan property was temporarily closed on November 17, 2020 and reopened December 23, 2020. Our Pennsylvania properties were temporarily closed on December 12, 2020 and reopened on January 4, 2021. Our Illinois properties were temporarily closed on November 20, 2020 and began reopening with limited hours of operations beginning January 16, 2021 and throughout the week. The property closures were pursuant to various orders from state gaming regulatory bodies or governmental authorities to combat the rapid spread of COVID-19. As of February 26, 2021, all of our properties were open to the public with the
26

Table of Contents
exception of Zia Park and Valley Race Park, which remain closed. For a thorough discussion of the operating performance of our properties, see “Results of Operations” below.

Between March 13, 2020 and December 31, 2020, we entered into a series of transactions to improve our financial position and liquidity in light of the COVID-19 pandemic, including: (i) on March 13, 2020, we provided notice to our lenders to borrow the remaining available amount of $430.0 million under our Revolving Credit Facility; (ii) on March 27, 2020, we entered into a binding term sheet with GLPI (the “Term Sheet”) whereby GLPI agreed to (a) purchase the real estate assets associated with Tropicana Las Vegas (“Tropicana”) in exchange for rent credits of $307.5 million, which closed on April 16, 2020, and (b) a sale-leaseback of the land underlying our Hollywood Casino Morgantown (“Morgantown”) development project in Morgantown, Pennsylvania, in exchange for rent credits of $30.0 million, which closed on October 1, 2020; (iii) on May 14, 2020 (May 19, 2020 with respect to the underwriters’ exercising their options to acquire additional 2.75% Convertible Notes), we completed a public offering of $330.5 million aggregate principal amount of 2.75% Convertible Notes; (iv) on May 14, 2020 (May 19, 2020 with respect to the underwriters’ exercising their options to purchase additional shares), we completed a public offering of 19,166,667 aggregate shares of common stock, par value of $0.01 per share, of the Company (“Penn Common Stock”) for gross proceeds of $345.0 million; and (v) on September 24, 2020 (September 25, 2020 with respect to the underwriters’ exercising their options to purchase additional shares), we completed a public offering of 16,100,000 aggregate shares of Penn Common Stock for gross proceeds of $982.1 million. In addition, on April 14, 2020, the Company entered into an amendment to its Credit Agreement, which, among other things, provides it with relief from its financial covenants for a period of up to one year. On September 30, 2020, the Company fully repaid $670.0 million of outstanding borrowings under its Revolving Credit Facility. Further, on November 12, 2020 the Company prepaid $115.0 million of outstanding borrowings on its Term Loan B-1 Facility. The terms “Revolving Credit Facility,” “Convertible Notes,” “Credit Agreement” and "Term Loan B-1" are defined in “Liquidity and Capital Resources.

The COVID-19 pandemic caused significant disruptions to our business and had a material adverse impact on our financial condition, results of operations and cash flows, the magnitude of which continues to develop based on (i) the timing and extent of the recovery in visitation and consumer spending at our properties; (ii) the continued impact of implementing social distancing and health and safety guidelines at our properties, including reductions in gaming, hotel capacity, limiting the number of food and beverage options and limiting other amenities; and (iii) whether any of our properties will be required to again temporarily suspend operations in the event that the pandemic significantly worsens. We are currently unable to determine whether, when or how the conditions surrounding the COVID-19 pandemic will change or whether the recovery in visitation and consumer spending is sustainable.

The Company could experience other potential adverse impacts as a result of the COVID-19 pandemic, including, but not limited to, further charges from adjustments to the carrying amount of goodwill and other intangible assets, long-lived asset impairment charges, or impairments of investments in joint ventures. In addition, the negative impacts of the COVID-19 pandemic may result in further changes in the amount of valuation allowance required. Actual results may differ materially from the Company’s current estimates as the scope of the COVID-19 pandemic evolves, depending largely, though not exclusively, on the impact of required capacity reductions, social distancing and health and safety guidelines, and the sustainability of current trends in recovery at our reopened properties.

Recent Acquisitions, Development Projects and Other
In February 2020, we closed on our investment in Barstool Sports pursuant to a stock purchase agreement with Barstool Sports and certain stockholders of Barstool Sports, in which we purchased 36% (inclusive of 1% on a delayed basis) of the common stock of Barstool Sports for a purchase price of $161.2 million. Within three years after the closing of the transaction (or earlier at our election), we will increase our ownership in Barstool Sports to approximately 50% by purchasing approximately $62 million worth of additional shares of Barstool Sports common stock, consistent with the implied valuation at the time of the initial investment, which was $450.0 million. With respect to the remaining Barstool Sports shares, we have immediately exercisable call rights, and the existing Barstool Sports stockholders have put rights exercisable beginning three years after closing, all based on a fair market value calculation at the time of exercise (subject to a cap of $650.0 million and a floor of 2.25 times the annualized revenue of Barstool Sports, all subject to various adjustments). Upon closing, we became Barstool Sports’ exclusive gaming partner for up to 40 years and have the sole right to utilize the Barstool Sports brand for all of our online and retail sports betting and iGaming products.

As noted above, Penn Interactive launched the Barstool Sports online sports betting app in Pennsylvania in September 2020 and in Michigan in January 2021. In addition, Penn Interactive has entered into multi-year agreements with leading sports betting operators for online sports betting and iGaming market access across our portfolio of properties.

27

Table of Contents
In December 2020, the Company entered into a definitive agreement to purchase from GLPI the operations of Hollywood Casino Perryville for $31.1 million. The transaction is expected to close during the second or third quarter of 2021, subject to approval of the Maryland Lottery and Gaming Control Commission and other customary closing conditions. Simultaneous with the closing of the transaction, we would lease the real estate assets associated with Hollywood Casino Perryville from GLPI with initial annual rent of $7.8 million per year subject to escalation.

In May 2019, we acquired Greektown Casino-Hotel (“Greektown”) in Detroit, Michigan, subject to a triple net lease with VICI Properties Inc. (NYSE: VICI) (“VICI”, a REIT and collectively with GLPI, our “REIT Landlords”) (the “Greektown Lease”) and in January 2019, we acquired Margaritaville Casino Resort (“Margaritaville”) in Bossier City, Louisiana, subject to a triple net lease with VICI (the “Margaritaville Lease”). In March 2020, in light of the COVID-19 pandemic, we temporarily suspended construction of our development of two Category 4 satellite gaming casinos in Pennsylvania: Hollywood Casino York and Morgantown. We have since restarted construction and expect both casinos to open in late 2021, subject to regulatory approval.
In October 2018, the Company completed the acquisition of Pinnacle Entertainment, Inc. (“Pinnacle”), a leading regional gaming operator (the “Pinnacle Acquisition”). In connection with the Pinnacle Acquisition, we added 12 gaming properties to our portfolio, providing us with greater operational scale and geographic diversity. We assumed the Pinnacle Master Lease concurrently with the closing of the Pinnacle Acquisition to our holdings and has provided us with greater operational scale and geographic diversity.

We believe that our portfolio of assets provides us the benefit of geographically-diversified cash flow from operations. We expect to continue to expand our gaming operations through the implementation and execution of a disciplined capital expenditure program at our existing properties, the pursuit of strategic acquisitions and investments, and the development of new gaming properties. In addition, the partnership with Barstool Sports reflects our strategy to continue evolving from the nation’s largest regional gaming operator to a best-in-class omni-channel provider of retail and online gaming and sports betting entertainment.
Operating and Competitive Environment
Most of our properties operate in mature, competitive markets. We expect that the majority of our future growth will come from new business lines or distribution channels, such as retail and online gaming and sports betting; entrance into new jurisdictions; expansions of gaming in existing jurisdictions; and, to a lesser extent, improvements/expansions of our existing properties and strategic acquisitions of gaming properties. Our portfolio is comprised largely of well-maintained regional gaming facilities, which has allowed us to develop what we believe to be a solid base for future growth opportunities. We have also made investments in joint ventures that we believe will allow us to capitalize on additional gaming opportunities in certain states if legislation or referenda are passed that permit and/or expand gaming in these jurisdictions and we are selected as a licensee.
As reported by most jurisdictions, regional gaming industry trends have shown little revenue growth the last several years as numerous jurisdictions now permit gaming or have expanded their gaming offerings. In recent years, the proliferation of new gaming properties has impacted the overall domestic gaming industry as well as our results of operations in certain markets. Prior to the COVID-19 pandemic, the economic environment, specifically historically low levels of unemployment, strength in residential real estate prices, and high levels of consumer confidence, had resulted in a stable operating environment in recent years. The COVID-19 pandemic has increased the level of unemployment and decreased the level of consumer confidence. Our ability to succeed in this new environment will be predicated on our ability to adjust operations and cost structures at our reopened properties to reflect the new economic and health and safety conditions, operating our properties efficiently, realizing revenue and cost synergies from recent acquisitions, and offering our customers additional gaming experiences through our omni-channel distribution strategy. We seek to continue to expand our customer database through accretive acquisitions or investments, such as Barstool Sports, capitalize on organic growth opportunities from the development of new properties or the expansion of recently-developed business lines, and develop partnerships that allow us to enter new jurisdictions for iGaming and sports betting.
The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including riverboat casinos; dockside casinos; land-based casinos; video lottery; iGaming; online and retail sports betting; gaming at taverns; gaming at truck stop establishments; sweepstakes and poker machines not located in casinos; the potential for increased fantasy sports, significant growth of Native American gaming tribes, historic racing or state-sponsored i-lottery products in or adjacent to states we operate in; and other forms of gaming in the U.S. See the “Segment comparison of the years ended December 31, 2020 and 2019 section below for discussions of the impact of competition on our results of operations by reportable segment.
28

Table of Contents
Key Performance Indicators
In our business, revenue is driven by discretionary consumer spending. We have no certain mechanism for determining why consumers choose to spend more or less money at our properties from period-to-period; therefore, we are unable to quantify a dollar amount for each factor that impacts our customers’ spending behaviors. However, based on our experience, we can generally offer some insight into the factors that we believe are likely to account for such changes and which factors may have a greater impact than others. For example, decreases in discretionary consumer spending have historically been brought about by weakened general economic conditions, such as lackluster recoveries from recessions, high unemployment levels, higher income taxes, low levels of consumer confidence, weakness in the housing market, and high fuel or other transportation costs. We believe that the COVID-19 pandemic has led to and will continue to lead to meaningful decreases in discretionary consumer spending and will continue to negatively impact visitation at our properties and the volume of play for the foreseeable future. In addition, visitation and the volume of play have historically been negatively impacted by significant construction surrounding our properties, adverse regional weather conditions and natural disasters. In all instances, such insights are based solely on our judgment and professional experience, and no assurance can be given as to the accuracy of our judgments.
The vast majority of our revenues is gaming revenue, which is highly dependent upon the volume and spending levels of customers at our properties. Our gaming revenue is derived primarily from slot machines (which represented approximately 87%, 92% and 92% of our gaming revenue in 2020, 2019 and 2018, respectively) and, to a lesser extent, table games and sports betting. Aside from gaming revenue, our revenues are derived from our hotel, dining, retail, commissions, program sales, admissions, concessions and certain other ancillary activities, and our racing operations.
Key performance indicators related to gaming revenue are slot handle and table game drop, which are volume indicators, and “win” or “hold” percentage. Our typical property slot win percentage is in the range of approximately 7% to 10% of slot handle, and our typical table game hold percentage is in the range of approximately 14% to 27% of table game drop.
Slot handle is the gross amount wagered during a given period. The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of progressive jackpots. Given the stability in our slot hold percentages on a historical basis, we have not experienced significant impacts to net income from changes in these percentages. For table games, customers usually purchase chips at the gaming tables. The cash and markers (extensions of credit granted to certain credit-worthy customers) are deposited in the gaming table’s drop box. Table game hold is the amount of drop that is retained and recorded as gaming revenue, with liabilities recognized for funds deposited by customers before gaming play occurs and for unredeemed gaming chips. As we are primarily focused on regional gaming markets, our table game hold percentages are fairly stable as the majority of these markets do not regularly experience high-end play, which can lead to volatility in hold percentages. Therefore, changes in table game hold percentages do not typically have a material impact to our results of operations and cash flows.
Under normal operating conditions, our properties generate significant operating cash flow since most of our revenue is cash-based from slot machines, table games, and pari-mutuel wagering. Our business is capital intensive, and we rely on cash flow from our properties to generate sufficient cash to satisfy our obligations under the Triple Net Leases (as defined in "Liquidity and Capital Resources”), repay debt, fund maintenance capital expenditures, fund new capital projects at existing properties and provide excess cash for future development and acquisitions. Additional information regarding our capital projects is discussed in “Liquidity and Capital Resources” below.
Reportable Segments
We view each of our gaming and racing properties as an operating segment with the exception of our two properties in Jackpot, Nevada, which we view as one operating segment. We consider our combined VGT operations, by state, to be separate operating segments. We aggregate our operating segments into four reportable segments: Northeast, South, West and Midwest. For a listing of our gaming properties and VGT operations included in each reportable segment, see Note 2, “Significant Accounting Policies,” in the notes to our Consolidated Financial Statements.
29

Table of Contents
RESULTS OF OPERATIONS
The following table highlights our revenues, net income (loss), and Adjusted EBITDA, on a consolidated basis, as well as our revenues and Adjusted EBITDAR by reportable segment. Such segment reporting is on a basis consistent with how we measure our business and allocate resources internally. We consider net income (loss) to be the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) to Adjusted EBITDA and Adjusted EBITDAR, which are non-GAAP financial measures. Refer to “Non-GAAP Financial Measures” below for the definitions of Adjusted EBITDA, Adjusted EBITDAR, and Adjusted EBITDAR margin; as well as a reconciliation of net income (loss) to Adjusted EBITDA, Adjusted EBITDAR and Adjusted EBITDAR margin.
 For the year ended December 31,
(dollars in millions)202020192018
Revenues:   
Northeast segment$1,639.3$2,399.9$1,891.5
South segment849.61,118.9394.4
West segment302.5642.5437.9
Midwest segment681.41,094.5823.7
Other (1)
125.047.540.4
Intersegment eliminations (2)
(19.1)(1.9)
Total$3,578.7$5,301.4$3,587.9
Net income (loss)$(669.1)$43.1$93.5
Adjusted EBITDAR:   
Northeast segment$478.9$720.8$583.8
South segment318.9369.8118.9
West segment82.2198.8114.3
Midwest segment258.3403.6294.3
Other (1)
(43.5)(87.8)(68.1)
Total (3)
1,094.81,605.21,043.2
Rent expense associated with triple net operating leases (4)
(419.8)(366.4)(3.8)
Adjusted EBITDA$675.0$1,238.8$1,039.4
Net income (loss) margin(18.7)%0.8 %2.6 %
Adjusted EBITDAR margin30.6 %30.3 %29.1 %
(1)The Other category consists of the Company’s stand-alone racing operations, namely Sanford-Orlando Kennel Club and the Company’s joint venture interests in Sam Houston Race Park, Valley Race Park, and Freehold Raceway; our management contract for Retama Park Racetrack and our live and televised poker tournament series that operates under the trade name, Heartland Poker Tour ("HPT"). The Other category also includes Penn Interactive, which operates our social gaming, internally-branded retail sportsbooks, iGaming and our Barstool Sports online sports betting app. Expenses incurred for corporate and shared services activities that are directly attributable to a property or are otherwise incurred to support a property are allocated to each property. The Other category also includes corporate overhead costs, which consist of certain expenses, such as: payroll, professional fees, travel expenses and other general and administrative expenses that do not directly relate to or have not otherwise been allocated to a property. In addition, Adjusted EBITDAR of the Other category includes our proportionate share of the net income or loss of Barstool Sports after adding back our share of non-operating items (such as interest expense, net; income taxes; depreciation and amortization; and stock-based compensation expense).
(2)Represents the elimination of intersegment revenues associated with Penn Interactive and HPT.
(3)The total is a mathematical calculation derived from the sum of reportable segments (as well as the Other category). As noted within “Non-GAAP Financial Measures” below, Adjusted EBITDAR, and the related margin, is presented on a consolidated basis outside the financial statements solely as a valuation metric.
(4)Solely comprised of rent expense associated with the operating lease components contained within the Master Leases (primarily land), the Tropicana Lease, the Meadows Lease, the Margaritaville Lease and the Greektown Lease (of which the Tropicana Lease, Meadows Lease, Margaritaville Lease and the Greektown Lease as defined in “Liquidity and Capital Resources” and are referred to collectively as our “triple net operating leases”). The finance lease components contained within the Master Leases (primarily buildings) and the financing obligation associated with the Morgantown Lease (as defined in “Liquidity and Capital Resources”) result in interest expense, as opposed to rent expense.

30

Table of Contents
During the year ended December 31, 2020 and as of February 26, 2021, our properties temporary closure dates pursuant to various orders from state gaming regulatory bodies or governmental authorities to combat the rapid spread of COVID-19 are shown below:
LocationTemporary Closure and Reopening DateTemporary Closure and Reopening Date
Northeast segment
Ameristar East ChicagoEast Chicago, INMarch 16, 2020 - June 15, 2020
Greektown Casino-HotelDetroit, MIMarch 16, 2020 - August 5, 2020November 17, 2020 - December 23, 2020
Hollywood Casino BangorBangor, MEMarch 16, 2020 - July 10, 2020
Hollywood Casino at Charles Town RacesCharles Town, WVMarch 18, 2020 - June 5, 2020
Hollywood Casino ColumbusColumbus, OHMarch 13, 2020 - June 19, 2020
Hollywood Casino LawrenceburgLawrenceburg, INMarch 16, 2020 - June 15, 2020
Hollywood Casino at Penn National Race CourseGrantville, PAMarch 17, 2020 - June 19, 2020December 12, 2020 - January 4, 2021
Hollywood Casino ToledoToledo, OHMarch 13, 2020 - June 19, 2020
Hollywood Gaming at Dayton RacewayDayton, OHMarch 13, 2020 - June 19, 2020
Hollywood Gaming at Mahoning Valley Race CourseYoungstown, OHMarch 13, 2020 - June 19, 2020
Marquee by Penn (1)
PennsylvaniaMarch 19, 2020 - June 5, 2020December 12, 2020 - January 4, 2021
Meadows Racetrack and CasinoWashington, PAMarch 17, 2020 - June 9, 2020December 12, 2020 - January 4, 2021
Plainridge Park CasinoPlainville, MAMarch 15, 2020 - July 8, 2020
South segment
1st Jackpot Casino
Tunica, MSMarch 17, 2020 - May 21, 2020
Ameristar VicksburgVicksburg, MSMarch 17, 2020 - May 21, 2020
Boomtown BiloxiBiloxi, MSMarch 17, 2020 - May 21, 2020
Boomtown Bossier CityBossier City, LAMarch 17, 2020 - May 20, 2020
Boomtown New OrleansNew Orleans, LAMarch 17, 2020 - May 18, 2020
Hollywood Casino Gulf CoastBay St. Louis, MSMarch 17, 2020 - May 21, 2020
Hollywood Casino TunicaTunica, MSMarch 17, 2020 - May 21, 2020
L’Auberge Baton RougeBaton Rouge, LAMarch 17, 2020 - May 18, 2020
L’Auberge Lake CharlesLake Charles, LAMarch 17, 2020 - May 18, 2020
Margaritaville Resort CasinoBossier City, LAMarch 17, 2020 - May 18, 2020
West segment
Ameristar Black HawkBlack Hawk, COMarch 17, 2020 - June 17, 2020
Cactus Petes and HorseshuJackpot, NVMarch 17, 2020 - June 4, 2020
M ResortHenderson, NVMarch 17, 2020 - June 4, 2020
Tropicana Las VegasLas Vegas, NVMarch 17, 2020 - September 17, 2020
Zia Park CasinoHobbs, NMMarch 16, 2020 - remains closed
Midwest segment
Ameristar Council BluffsCouncil Bluffs, IAMarch 17, 2020 - June 1, 2020
Argosy Casino AltonAlton, ILMarch 16, 2020 - July 1, 2020November 20, 2020 - January 23, 2021
Argosy Casino RiversideRiverside, MOMarch 18, 2020 - June 1, 2020
Hollywood Casino AuroraAurora, ILMarch 16, 2020 - July 1, 2020November 20, 2020 - January 19, 2021
Hollywood Casino JolietJoliet, ILMarch 16, 2020 - July 1, 2020November 20, 2020 - January 22, 2021
Hollywood Casino at Kansas SpeedwayKansas City, KSMarch 17, 2020 - May 25, 2020
Hollywood Casino St. LouisMaryland Heights, MOMarch 18, 2020 - June 16, 2020
Prairie State Gaming (1)
IllinoisMarch 16, 2020 - July 1, 2020November 20, 2020 - January 16, 2021
River City CasinoSt. Louis, MOMarch 18, 2020 - June 16, 2020
Other
Freehold RacewayFreehold, NJMarch 16, 2020 - August 27, 2020
Retama Park RacetrackSelma, TXMarch 19, 2020 - June 4, 2020
Sam Houston Race ParkHouston, TXMarch 19, 2020 - June 4, 2020
Sanford-Orlando Kennel ClubLongwood, FLMarch 13, 2020 - May 26, 2020
Valley Race ParkHarlingen, TXMarch 19, 2020 - remains closed
(1)VGT route operations



31

Table of Contents
Consolidated comparison of the years ended December 31, 2020 and 2019
Revenues
The following table presents our consolidated revenues:
 For the year ended December 31,$ Change% Change
(dollars in millions)2020201920182020 vs. 20192019 vs. 20182020 vs. 20192019 vs. 2018
Revenues
Gaming$3,051.1 $4,268.7 $2,894.9 $(1,217.6)$1,373.8 (28.5)%47.5 %
Food, beverage, hotel and other527.6 1,032.7 629.7 (505.1)403.0 (48.9)%64.0 %
Management service and license fees— — 6.0 — (6.0)— (100.0)%
Reimbursable management costs— — 57.3 — (57.3)— (100.0)%
Total revenues$3,578.7 $5,301.4 $3,587.9 $(1,722.7)$1,713.5 (32.5)%47.8 %

Gaming revenues and food, beverage, hotel and other revenues for the year ended December 31, 2020 decreased compared to the prior year primarily as a result of the COVID-19 pandemic, which caused temporary closures of all of our properties during the year, and upon subsequent property reopenings, our operations were impacted by operating restrictions. Our properties are subject to restrictions on gaming capacity, which depending on the jurisdiction, are generally 50% less gaming devices. Furthermore, due primarily to the implementation of social distancing and health and safety protocols, our properties are subject to reduced hotel capacity, limitations on the number of food and beverage offerings and limitations on other amenities. As a result, upon reopening our properties, gaming revenue now represents a larger portion of our total revenues, which we expect to continue until at least such time that social distancing and health and safety protocols are relaxed or no longer necessary.

Since reopening, our properties have generally experienced reduced visitation and higher spend per trip, as compared to pre-closure levels. We largely attribute the higher spend per trip to pent-up demand, visitation from our higher worth customers, and customers’ propensity to spend after a prolonged period of limited domestic commerce and upon receipt of government stimulus payments. In addition, in many of the states in which we operate, leisure alternatives remain partially limited (e.g., bars, concerts, entertainment events, etc.), which may have impacted our operating results upon reopening our properties. See “Segment comparison of the years ended December 31, 2020, and 2019 below for more detailed explanations of the fluctuations in revenues.
Operating expenses
The following table presents our consolidated operating expenses:
 For the year ended December 31,$ Change% Change
(dollars in millions)2020201920182020 vs. 20192019 vs. 20182020 vs. 20192019 vs. 2018
Operating expenses
Gaming$1,530.3 $2,281.8 $1,551.4 $(751.5)$730.4 (32.9)%47.1 %
Food, beverage, hotel and other