CORRESP Filing
PENN Entertainment, Inc.
Date: Aug. 7, 2025 · CIK: 0000921738 · Accession: 0001140361-25-029647
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-24206
Referenced dates: July 29, 2025
Letter
Re:
August 7, 2025
VIA EDGAR CORRESPONDENCE
United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549
Attn:
Eric McPhee
Jennifer Monick
PENN Entertainment, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024 Filed February 27, 2025 File No. 000-24206
Ladies and Gentlemen:
This letter responds to the comment from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter dated July 29, 2025 (the “Comment Letter”) in connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) of PENN Entertainment, Inc. Except where indicated otherwise, the terms “PENN,” the “Company,” “we,” “our,” or “us” shall mean PENN Entertainment, Inc., and its consolidated subsidiaries.
For the convenience of the Staff, the Company has restated in this letter the comments in the Comment Letter in bold italics, followed by the Company’s response. Capitalized terms used but not defined herein have the meanings given to them in the relevant SEC filing. All references to page numbers and captions (other than those in the comments) correspond to the page numbers in the 2024 Form 10-K.
P 610.373.2400 825 Berkshire Blvd. Wyomissing, PA 19610 pennentertainment.com
Form 10-K for Fiscal Year Ended December 31, 2024
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 38
Comment 1. We note your disclosure that Adjusted EBITDAR is presented on a consolidated basis outside the financial statements solely as a valuation metric and that it should not be viewed as a measure of overall operating performance. We further note your inclusion of Adjusted EBITDAR margin on a consolidated basis. Please tell us what consideration you gave to your inclusion of this margin resulting in Adjusted EBITDAR also being viewed as a measure of your overall operating performance. This comment also applies to your earnings release.
Company’s Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company will not disclose Adjusted EBITDAR margin on a consolidated basis beginning with our earnings release and Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
The Company also advises the Staff that, in future filings beginning for the quarter ended September 30, 2025, we will no longer disclose Adjusted EBITDAR on a consolidated basis and will only present Adjusted EBITDAR as our segment measure of segment profit or loss, which will be labeled “Segment Adjusted EBITDAR.” Furthermore, for clarity in future filings beginning for the quarter ended September 30, 2025, “Adjusted EBITDA” will be labeled “Consolidated Adjusted EBITDA.”
If you have any questions or comments regarding this response to the Comment Letter, please contact me or Raquel Fox at 202-371-7050.
Sincerely,
/s/ Felicia R. Hendrix
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CORRESP 1 filename1.htm August 7, 2025 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Eric McPhee Jennifer Monick Re: PENN Entertainment, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Filed February 27, 2025 File No. 000-24206 Ladies and Gentlemen: This letter responds to the comment from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter dated July 29, 2025 (the “Comment Letter”) in connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) of PENN Entertainment, Inc. Except where indicated otherwise, the terms “PENN,” the “Company,” “we,” “our,” or “us” shall mean PENN Entertainment, Inc., and its consolidated subsidiaries. For the convenience of the Staff, the Company has restated in this letter the comments in the Comment Letter in bold italics, followed by the Company’s response. Capitalized terms used but not defined herein have the meanings given to them in the relevant SEC filing. All references to page numbers and captions (other than those in the comments) correspond to the page numbers in the 2024 Form 10-K. P 610.373.2400 825 Berkshire Blvd. Wyomissing, PA 19610 pennentertainment.com Form 10-K for Fiscal Year Ended December 31, 2024 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 38 Comment 1. We note your disclosure that Adjusted EBITDAR is presented on a consolidated basis outside the financial statements solely as a valuation metric and that it should not be viewed as a measure of overall operating performance. We further note your inclusion of Adjusted EBITDAR margin on a consolidated basis. Please tell us what consideration you gave to your inclusion of this margin resulting in Adjusted EBITDAR also being viewed as a measure of your overall operating performance. This comment also applies to your earnings release. Company’s Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company will not disclose Adjusted EBITDAR margin on a consolidated basis beginning with our earnings release and Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The Company also advises the Staff that, in future filings beginning for the quarter ended September 30, 2025, we will no longer disclose Adjusted EBITDAR on a consolidated basis and will only present Adjusted EBITDAR as our segment measure of segment profit or loss, which will be labeled “Segment Adjusted EBITDAR.” Furthermore, for clarity in future filings beginning for the quarter ended September 30, 2025, “Adjusted EBITDA” will be labeled “Consolidated Adjusted EBITDA.” If you have any questions or comments regarding this response to the Comment Letter, please contact me or Raquel Fox at 202-371-7050. Sincerely, /s/ Felicia R. Hendrix Felicia R. Hendrix, Executive Vice President and Chief Financial Officer cc: Raquel Fox, Skadden, Arps, Slate, Meagher & Flom LLP P 610.373.2400 825 Berkshire Blvd. Wyomissing, PA 19610 pennentertainment.com