Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers | Supplementary Condensed Consolidating Financial Information of Parent Guarantor and Subsidiary Issuers GLPI guarantees the Notes issued by its subsidiaries, GLP Capital, L.P. and GLP Financing II, Inc. Each of the subsidiary issuers is 100% owned by GLPI. The guarantees of GLPI are full and unconditional. GLPI is not subject to any material or significant restrictions on its ability to obtain funds from its subsidiaries by dividend or loan or to transfer assets from such subsidiaries, except as provided by applicable law. No subsidiaries of GLPI guarantee the Notes. Summarized financial information as of June 30, 2015 and December 31, 2014 and for the six months ended June 30, 2015 and 2014 for GLPI as the parent guarantor, for GLP Capital, L.P. and GLP Financing II, Inc. as the subsidiary issuers and the other subsidiary non-issuers is presented below. In preparation for the Company's potential use of an UPREIT structure, on January 1, 2015, all employees and associated assets and liabilities were transferred from GLPI to GLP Capital, L.P. At June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,999,046 $ 136,291 $ — $ 2,135,337 Property and equipment, used in operations, net — 24,588 110,153 — 134,741 Cash and cash equivalents — 3,722 27,337 — 31,059 Prepaid expenses — 1,526 2,016 — 3,542 Deferred tax assets, current — — 1,847 — 1,847 Other current assets — 51,620 2,986 — 54,606 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $13,666 at June 30, 2015 — 35,087 — — 35,087 Loan receivable — — 32,925 — 32,925 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (135,847 ) 194,885 74,889 (133,927 ) — Deferred tax assets, non-current — — 1,308 — 1,308 Other assets — 294 130 — 424 Total assets $ (135,847 ) $ 2,504,363 $ 474,980 $ (327,522 ) $ 2,515,974 Liabilities Accounts payable $ — $ 2,202 $ 239 $ — $ 2,441 Accrued expenses — 4,805 4,301 — 9,106 Accrued interest — 17,514 — — 17,514 Accrued salaries and wages — 6,835 2,305 — 9,140 Gaming, property, and other taxes — 27,340 2,796 — 30,136 Income taxes — (43 ) 272 — 229 Current maturities of long-term debt — 100 — — 100 Other current liabilities — 15,118 1,332 — 16,450 Long-term debt, net of current maturities — 2,566,339 — — 2,566,339 Intercompany loan payable — — 193,595 (193,595 ) — Deferred tax liabilities, non-current — — 366 — 366 Total liabilities — 2,640,210 205,206 (193,595 ) 2,651,821 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2015 — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 114,413,073 shares issued at June 30, 2015 1,144 1,144 1,144 (2,288 ) 1,144 Additional paid-in capital 910,225 910,226 1,063,063 (1,973,289 ) 910,225 Retained (deficit) earnings (1,047,216 ) (1,047,217 ) (794,433 ) 1,841,650 (1,047,216 ) Total shareholders’ (deficit) equity (135,847 ) (135,847 ) 269,774 (133,927 ) (135,847 ) Total liabilities and shareholders’ (deficit) equity $ (135,847 ) $ 2,504,363 $ 474,980 $ (327,522 ) $ 2,515,974 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 216,755 $ 7,000 $ — $ 223,755 Real estate taxes paid by tenants — 25,309 984 — 26,293 Total rental revenue — 242,064 7,984 — 250,048 Gaming — — 73,510 — 73,510 Food, beverage and other — — 5,670 — 5,670 Total revenues — 242,064 87,164 — 329,228 Less promotional allowances — — (2,744 ) — (2,744 ) Net revenues — 242,064 84,420 — 326,484 Operating expenses Gaming — — 39,287 — 39,287 Food, beverage and other — — 4,361 — 4,361 Real estate taxes — 25,309 1,655 — 26,964 General and administrative — 33,144 12,117 — 45,261 Depreciation — 47,264 7,764 — 55,028 Total operating expenses — 105,717 65,184 — 170,901 Income from operations — 136,347 19,236 — 155,583 Other income (expenses) Interest expense — (59,147 ) — — (59,147 ) Interest income — 11 1,169 — 1,180 Intercompany dividends and interest — 17,689 7,000 (24,689 ) — Total other expenses — (41,447 ) 8,169 (24,689 ) (57,967 ) Income before income taxes — 94,900 27,405 (24,689 ) 97,616 Income tax expense — 996 3,588 — 4,584 Net income $ — $ 93,904 $ 23,817 $ (24,689 ) $ 93,032 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income $ — $ 93,904 $ 23,817 $ (24,689 ) $ 93,032 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation — 47,264 7,764 — 55,028 Amortization of debt issuance costs — 4,039 — — 4,039 Losses on dispositions of property — 46 21 — 67 Deferred income taxes — — (1,537 ) — (1,537 ) Stock-based compensation — 8,505 — — 8,505 Decrease (increase), Prepaid expenses and other current assets — 938 2,452 — 3,390 Other assets — (1 ) (3 ) — (4 ) Intercompany — 2,244 (2,244 ) — — (Decrease) increase, Accounts payable — (694 ) 29 — (665 ) Accrued expenses — 4,172 (405 ) — 3,767 Accrued interest — (14 ) — — (14 ) Accrued salaries and wages — (3,178 ) (263 ) — (3,441 ) Gaming, property and other taxes — (973 ) (16 ) — (989 ) Income taxes — 122 107 — 229 Other current and noncurrent liabilities — 749 (87 ) — 662 Net cash provided by (used in) operating activities — 157,123 29,635 (24,689 ) 162,069 Investing activities Capital project expenditures, net of reimbursements — (4,853 ) (5,897 ) — (10,750 ) Capital maintenance expenditures — — (1,726 ) — (1,726 ) Proceeds from sale of property and equipment — 91 6 — 97 Principal payments on loan receivable — — 1,075 — 1,075 Other investing activities — (37 ) — — (37 ) Net cash used in investing activities — (4,799 ) (6,542 ) — (11,341 ) Financing activities Dividends paid (125,522 ) — — — (125,522 ) Proceeds from exercise of options 12,928 — — — 12,928 Payments of long-term debt — (43,048 ) — — (43,048 ) Intercompany financing 109,951 (110,004 ) (24,636 ) 24,689 — Net cash (used in) provided by financing activities (2,643 ) (153,052 ) (24,636 ) 24,689 (155,642 ) Net decrease in cash and cash equivalents (2,643 ) (728 ) (1,543 ) — (4,914 ) Cash and cash equivalents at beginning of period 2,643 4,450 28,880 — 35,973 Cash and cash equivalents at end of period $ — $ 3,722 $ 27,337 $ — $ 31,059 At December 31, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 2,042,311 $ 137,813 $ — $ 2,180,124 Property and equipment, used in operations, net 25,228 — 108,800 — 134,028 Cash and cash equivalents 2,643 4,450 28,880 — 35,973 Prepaid expenses 1,096 2,196 3,110 1,498 7,900 Deferred tax assets, current — — 2,015 — 2,015 Other current assets 14,947 27,417 2,890 — 45,254 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $9,327 at December 31, 2014 — 39,126 — — 39,126 Loan receivable — — 34,000 — 34,000 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (138,987 ) 195,092 65,255 (121,360 ) — Deferred tax assets, non-current — — 679 — 679 Other assets 256 — 127 — 383 Total assets $ (94,817 ) $ 2,504,187 $ 468,667 $ (313,457 ) $ 2,564,580 Liabilities Accounts payable $ 4,011 $ 188 $ 210 $ — $ 4,409 Accrued expenses 514 119 4,706 — 5,339 Accrued interest — 17,528 — — 17,528 Accrued salaries and wages 10,013 — 2,568 — 12,581 Gaming, property, and other taxes 1,012 18,874 2,855 — 22,741 Income taxes — (165 ) (1,333 ) 1,498 — Current maturities of long-term debt — 81 — — 81 Other current liabilities 14,369 — 1,419 — 15,788 Long-term debt, net of current maturities — 2,609,406 — — 2,609,406 Intercompany loan payable — — 193,595 (193,595 ) — Deferred tax liabilities, non-current — — 1,443 — 1,443 Total liabilities 29,919 2,646,031 205,463 (192,097 ) 2,689,316 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2014 — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 112,981,088 shares issued at December 31, 2014 1,130 — — — 1,130 Additional paid-in capital 888,860 139,811 292,547 (432,358 ) 888,860 Retained (deficit) earnings (1,014,726 ) (281,655 ) (29,343 ) 310,998 (1,014,726 ) Total shareholders’ (deficit) equity (124,736 ) (141,844 ) 263,204 (121,360 ) (124,736 ) Total liabilities and shareholders’ (deficit) equity $ (94,817 ) $ 2,504,187 $ 468,667 $ (313,457 ) $ 2,564,580 Six months ended June 30, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 207,240 $ 6,172 $ — $ 213,412 Real estate taxes paid by tenants — 23,528 916 — 24,444 Total rental revenue — 230,768 7,088 — 237,856 Gaming — — 78,204 — 78,204 Food, beverage and other — — 5,919 — 5,919 Total revenues — 230,768 91,211 — 321,979 Less promotional allowances — — (2,865 ) — (2,865 ) Net revenues — 230,768 88,346 — 319,114 Operating expenses Gaming — — 43,729 — 43,729 Food, beverage and other — — 5,055 — 5,055 Real estate taxes — 23,528 1,751 — 25,279 General and administrative 27,145 1,442 11,885 — 40,472 Depreciation 901 44,437 7,533 — 52,871 Total operating expenses 28,046 69,407 69,953 — 167,406 Income from operations (28,046 ) 161,361 18,393 — 151,708 Other income (expenses) Interest expense — (58,082 ) — — (58,082 ) Interest income — — 1,214 — 1,214 Intercompany dividends and interest 357,979 19,087 362,189 (739,255 ) — Total other expenses 357,979 (38,995 ) 363,403 (739,255 ) (56,868 ) Income before income taxes 329,933 122,366 381,796 (739,255 ) 94,840 Income tax expense — — 3,516 — 3,516 Net income $ 329,933 $ 122,366 $ 378,280 $ (739,255 ) $ 91,324 Six months ended June 30, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income $ 329,933 $ 122,366 $ 378,280 $ (739,255 ) $ 91,324 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 901 44,437 7,533 — 52,871 Amortization of debt issuance costs — 4,018 — — 4,018 Losses on dispositions of property — — 159 — 159 Deferred income taxes — — (1,919 ) — (1,919 ) Stock-based compensation 5,087 — — — 5,087 (Increase) decrease, Prepaid expenses and other current assets 318 (16,415 ) (2,419 ) 1,220 (17,296 ) Other assets (1,288 ) — (21 ) — (1,309 ) Intercompany (2,711 ) (867 ) 3,578 — — Increase (decrease), 0 0 0 Accounts payable 7,320 1,089 (226 ) — 8,183 Accrued expenses (7,641 ) 880 401 — (6,360 ) Accrued interest — (565 ) — — (565 ) Accrued salaries and wages 880 — (776 ) — 104 Gaming, property and other taxes 50 6,252 1,668 — 7,970 Income taxes (1,442 ) (7,365 ) (8,449 ) (1,220 ) (18,476 ) Other current and noncurrent liabilities 1,216 — 1,214 — 2,430 Net cash provided by (used in) operating activities 332,623 153,830 379,023 (739,255 ) 126,221 Investing activities Capital project expenditures, net of reimbursements (1,586 ) (53,918 ) — — (55,504 ) Capital maintenance expenditures — — (1,468 ) — (1,468 ) Proceeds from sale of property and equipment — — 6 — 6 Funding of loan receivable — — (43,000 ) — (43,000 ) Principal payments on loan receivable — — 7,000 — 7,000 Acquisition of real estate — — (140,730 ) — (140,730 ) Net cash used in investing activities (1,586 ) (53,918 ) (178,192 ) — (233,696 ) Financing activities Dividends paid (329,224 ) — — — (329,224 ) Proceeds from exercise of options 17,463 — — — 17,463 Proceeds from issuance of long-term debt — 208,000 — — 208,000 Financing costs — (306 ) — — (306 ) Payments of long-term debt — (32,000 ) — — (32,000 ) Intercompany financing (54,999 ) (491,524 ) (192,732 ) 739,255 — Net cash (used in) provided by financing activities (366,760 ) (315,830 ) (192,732 ) 739,255 (136,067 ) Net (decrease) increase in cash and cash equivalents (35,723 ) (215,918 ) 8,099 — (243,542 ) Cash and cash equivalents at beginning of period 42,801 221,095 21,325 $ — 285,221 Cash and cash equivalents at end of period $ 7,078 $ 5,177 $ 29,424 $ — $ 41,679 |