Gaming and Leisure Properties Inc 2024年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF1934 Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (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 90days.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 growthcompany. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule12b-2 of the Exchange Act: 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 revisedfinancial 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 financialreporting 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.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ As of June 28, 2024 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of the voting common stock heldby non-affiliates of the registrant was approximately $11.8billion. Such aggregate market value was computed by reference to the closing price of the common stock as reported onthe NASDAQ Global Select Market on June 28, 2024. The number of shares of the registrant's common stock outstanding as of February 13, 2025 was274,832,506.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement for its 2025 annual meeting of shareholders (when it is filed) will be incorporated by reference into PartIII of thisAnnual Report on Form10-K. TABLE OF CONTENTS PagePART IITEM 1.BUSINESS3ITEM 1A.RISK FACTORS29ITEM 1B.UNRESOLVED STAFF COMMENTS42ITEM 1C.CYBERSECURITY42ITEM 2.PROPERTIES43ITEM 3.LEGAL PROCEEDINGS43ITEM 4.MINE SAFETY DISCLOSURES43PART IIITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES44ITEM 6.RESERVED44ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS44ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK68ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA69ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE120ITEM 9A.CONTROLS AND PROCEDURES120ITEM 9B.OTHER INFORMATION122ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS122PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE123ITEM 11.EXECUTIVE COMPENSATION123ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDERS MATTERS123ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE123ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES123PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES124ITEM 16.FORM 10-K SUMMARY124EXHIBIT INDEX125SIGNATURES131 IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS Forward-looking statements in this document are subject to known and unknown risks, uncertainties and other factors that may causeactual results, performance or achievements of Gaming and Leisure Properties,Inc. ("GLPI") and its subsidiaries (collectively with GLPI, the"Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-lookingstatements. Forward-looking statements include information concerning the Company's business strategy, plans, goals and objectives. Forward-looking statements in this document include, but are not limited to, statements regarding our ability to grow our portfolio ofgaming facilities. In addition, statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates,""intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs suc