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United States securities and exchange commission logo
September 21, 2023
Felicia R. Hendrix
Executive Vice President and Chief Financial Officer
PENN Entertainment, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania 19610
Re: PENN Entertainment,
Inc.
Form 10-K for
Fiscal Year Ended December 31, 2022
Response dated
September 7, 2023
File No. 000-24206
Dear Felicia R. Hendrix:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Response Dated September 7, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
33
1. We note your response
to prior comment two. Please further address the following items:
Your response
indicates that you cannot predict the impact indirect consequences of
climate-related
regulation will have on the Company s business, financial condition,
results of
operations or cash flows and cites risk factor disclosure that mentions
emissions,
but does not otherwise specifically address climate-related regulation or
risks. Tell us how
you considered disclosing the uncertainties regarding climate-
related regulation
and the related risks to your business, financial condition, results of
operations, or cash
flows.
Felicia R. Hendrix
PENN Entertainment, Inc.
September 21, 2023
Page 2
Your response indicates that you have not experienced,
are not aware of, and
have not identified material or significant changes in
demand or competition
related to the greenhouse gas emissions of products or services.
Tell us more about
(i) your actual experience regarding these changes, including how
you have identified
or become aware of them, (ii) how you determined whether changes
in demand and
competition are related to climate change, as compared to the
other factors noted in
your response, and (iii) how you evaluated climate-related
changes, providing
support for your determination that these are not material or
significant.
Your response indicates that you have had investor inquiries
about your operations
with regard to GHG emissions and other carbon-based energy
impacts, but you have
not identified any material reputational risks resulting from
these inquiries. Tell us
how you evaluated the reputational risks related to these
inquires and how you
determined that these are not material for purposes of
disclosure. In this regard, we
note that your proxy statement filed on April 25, 2023, and your
CSR Report appear
to highlight that your sustainability initiatives were taken
pursuant to shareholder
engagement. In addition, tell us how you considered other
climate-related
reputational risks relating to your business and operations
(i.e., not limited to investor
inquiries).
2. Your response to prior comment three indicates that, The Company
faces potential risks
associated with the physical effects of climate change . . . any of
which could have a
material adverse effect on our business, financial condition, results
of operations and cash
flows, and describes the material impact of Hurricane Laura
in 2020, as well as
temporary closures or reduced visitation volumes your properties
experienced due to six
other named storms during the periods covered by your Form 10-K. In
light of your
response, please tell us how you considered providing disclosure
regarding potential risks
associated with the physical effects of climate change and the related
material impacts on
your operations and results you have experienced and may experience in
the future. In
this regard, we note that disclosure in your Form 10-K does not appear
to relate severe
weather to climate change. In light of your response that you
cannot predict the impact
that changing climate conditions will have, please also tell us how
you considered
disclosing these uncertainties and the associated risks.
3. We note that your response to prior comment three states payouts on
our insurance
claims have been material, quantifies increasing insurance costs
(representing 14% of
your income before income taxes in 2022), and indicates the frequency
or severity of
weather events could lead to further increases in insurance costs for
our properties in
future periods. Yet, your response states that you will consider
adding a a specific
climate change risk factor [i]f circumstances change. Please tell
us how you considered
FirstName LastNameFelicia R. Hendrix
disclosing the increased cost of insurance you have experienced and
expect to experience
Comapany NamePENN
in future Entertainment,
periods as a consequence Inc.
of the physical risks of climate
change, including
which
September 21,changed circumstances
2023 Page 2 you consider relevant in this regard.
FirstName LastName
Felicia R. Hendrix
FirstName LastNameFelicia
PENN Entertainment, Inc. R. Hendrix
Comapany 21,
September NamePENN
2023 Entertainment, Inc.
September
Page 3 21, 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Ron Alper at 202-551-3329 or Jennifer Angelini at
202-551-3047 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Real Estate
& Construction