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 September 30, 2015 and December 31, 2014 and for the nine months ended September 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. As discussed in Note 2, the historical financial information presented below has been restated, primarily to correct the Company's revenue recognition of percentage rents under the Master Lease with Penn National Gaming, Inc. At September 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,977,852 $ 135,530 $ — $ 2,113,382 Property and equipment, used in operations, net — 24,610 107,306 — 131,916 Cash and cash equivalents — 10,807 31,933 — 42,740 Prepaid expenses — 4,731 1,993 795 7,519 Deferred tax assets, current — — 1,799 — 1,799 Other current assets — 58,490 2,347 — 60,837 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $17,057 at September 30, 2015 — 38,083 — — 38,083 Loan receivable — — 32,388 — 32,388 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (236,586 ) 196,086 (27,332 ) 67,832 — Deferred tax assets, non-current — — 1,968 — 1,968 Other assets — 256 129 — 385 Total assets $ (236,586 ) $ 2,504,510 $ 373,159 $ (124,968 ) $ 2,516,115 Liabilities Accounts payable $ — $ 2,307 $ 330 $ — $ 2,637 Accrued expenses — 4,504 4,469 — 8,973 Accrued interest — 42,533 — — 42,533 Accrued salaries and wages — 9,101 2,578 — 11,679 Gaming, property, and other taxes — 33,668 2,563 — 36,231 Income taxes — — (795 ) 795 — Current maturities of long-term debt — 101 — — 101 Other current liabilities — 14,146 1,328 — 15,474 Long-term debt, net of current maturities — 2,541,313 — — 2,541,313 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 93,423 — — 93,423 Deferred tax liabilities, non-current — — 337 — 337 Total liabilities — 2,741,096 204,405 (192,800 ) 2,752,701 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2015 — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 114,668,312 shares issued at September 30, 2015 1,147 1,147 1,147 (2,294 ) 1,147 Additional paid-in capital 918,668 918,669 1,071,506 (1,990,175 ) 918,668 Retained (deficit) earnings (1,156,401 ) (1,156,402 ) (903,899 ) 2,060,301 (1,156,401 ) Total shareholders’ (deficit) equity (236,586 ) (236,586 ) 168,754 67,832 (236,586 ) Total liabilities and shareholders’ (deficit) equity $ (236,586 ) $ 2,504,510 $ 373,159 $ (124,968 ) $ 2,516,115 Nine months ended September 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental $ — $ 283,097 $ 10,500 $ — $ 293,597 Real estate taxes paid by tenants — 38,575 1,496 — 40,071 Total rental revenue — 321,672 11,996 — 333,668 Gaming — — 108,425 — 108,425 Food, beverage and other — — 8,464 — 8,464 Total revenues — 321,672 128,885 — 450,557 Less promotional allowances — — (4,193 ) — (4,193 ) Net revenues — 321,672 124,692 — 446,364 Operating expenses Gaming — — 58,644 — 58,644 Food, beverage and other — — 6,489 — 6,489 Real estate taxes — 38,575 2,563 — 41,138 General and administrative — 46,665 17,881 — 64,546 Depreciation — 70,840 11,745 — 82,585 Total operating expenses — 156,080 97,322 — 253,402 Income from operations — 165,592 27,370 — 192,962 Other income (expenses) Interest expense — (90,373 ) — — (90,373 ) Interest income — 10 1,751 — 1,761 Intercompany dividends and interest — 23,790 4,196 (27,986 ) — Total other expenses — (66,573 ) 5,947 (27,986 ) (88,612 ) Income before income taxes — 99,019 33,317 (27,986 ) 104,350 Income tax expense — 1,222 4,779 — 6,001 Net income $ — $ 97,797 $ 28,538 $ (27,986 ) $ 98,349 Nine months ended September 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income $ — $ 97,797 $ 28,538 $ (27,986 ) $ 98,349 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation — 70,840 11,745 — 82,585 Amortization of debt issuance costs — 7,730 — — 7,730 Losses on dispositions of property — 56 33 — 89 Deferred income taxes — — (2,179 ) — (2,179 ) Stock-based compensation — 12,658 — — 12,658 Straight-line rent adjustments — 41,869 — — 41,869 (Increase) decrease, Prepaid expenses and other current assets — (2,831 ) 1,102 703 (1,026 ) Other assets — — (2 ) — (2 ) Intercompany — 2,467 (2,467 ) — — (Decrease) increase, Accounts payable — (104 ) 120 — 16 Accrued expenses — 3,871 (237 ) — 3,634 Accrued interest — 25,005 — — 25,005 Accrued salaries and wages — (912 ) 10 — (902 ) Gaming, property and other taxes — (951 ) 264 — (687 ) Income taxes — 165 538 (703 ) — Other current and noncurrent liabilities — (223 ) (91 ) — (314 ) Net cash provided by (used in) operating activities — 257,437 37,374 (27,986 ) 266,825 Investing activities Capital project expenditures, net of reimbursements — (7,802 ) (5,897 ) — (13,699 ) Capital maintenance expenditures — — (2,108 ) — (2,108 ) Proceeds from sale of property and equipment — 111 6 — 117 Principal payments on loan receivable — — 1,613 — 1,613 Net cash used in investing activities — (7,691 ) (6,386 ) — (14,077 ) Financing activities Dividends paid (188,470 ) — — — (188,470 ) Proceeds from exercise of options 17,250 — — — 17,250 Financing costs — (6,688 ) — — (6,688 ) Payments of long-term debt — (68,073 ) — — (68,073 ) Intercompany financing 168,577 (168,628 ) (27,935 ) 27,986 — Net cash (used in) provided by financing activities (2,643 ) (243,389 ) (27,935 ) 27,986 (245,981 ) Net decrease in cash and cash equivalents (2,643 ) 6,357 3,053 — 6,767 Cash and cash equivalents at beginning of period 2,643 4,450 28,880 — 35,973 Cash and cash equivalents at end of period $ — $ 10,807 $ 31,933 $ — $ 42,740 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 (190,541 ) 195,092 13,701 (18,252 ) — Deferred tax assets, non-current — — 679 — 679 Other assets 256 — 127 — 383 Total assets $ (146,371 ) $ 2,504,187 $ 417,113 $ (210,349 ) $ 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 rental revenue — 51,554 — — 51,554 Deferred tax liabilities, non-current — — 1,443 — 1,443 Total liabilities 29,919 2,697,585 205,463 (192,097 ) 2,740,870 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 (1,066,280 ) (333,209 ) (80,897 ) 414,106 (1,066,280 ) Total shareholders’ (deficit) equity (176,290 ) (193,398 ) 211,650 (18,252 ) (176,290 ) Total liabilities and shareholders’ (deficit) equity $ (146,371 ) $ 2,504,187 $ 417,113 $ (210,349 ) $ 2,564,580 Nine months ended September 30, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental $— $ 280,145 $ 9,672 $ — $ 289,817 Real estate taxes paid by tenants — 35,516 1,440 — 36,956 Total rental revenue — 315,661 11,112 — 326,773 Gaming — — 114,677 — 114,677 Food, beverage and other 7 — 8,927 — 8,934 Total revenues 7 315,661 134,716 — 450,384 Less promotional allowances — — (4,396 ) — (4,396 ) Net revenues 7 315,661 130,320 — 445,988 Operating expenses Gaming — — 64,233 — 64,233 Food, beverage and other — — 7,526 — 7,526 Real estate taxes — 35,521 2,687 — 38,208 General and administrative 38,140 2,000 18,075 — 58,215 Depreciation 1,366 66,683 11,348 — 79,397 Total operating expenses 39,506 104,204 103,869 — 247,579 Income from operations (39,499 ) 211,457 26,451 — 198,409 Other income (expenses) Interest expense — (87,460 ) — — (87,460 ) Interest income — — 1,837 — 1,837 Intercompany dividends and interest 487,239 32,188 490,869 (1,010,296 ) — Total other expenses 487,239 (55,272 ) 492,706 (1,010,296 ) (85,623 ) Income before income taxes 447,740 156,185 519,157 (1,010,296 ) 112,786 Income tax expense — 209 3,972 — 4,181 Net income $ 447,740 $ 155,976 $ 515,185 $ (1,010,296 ) $ 108,605 Nine months ended September 30, 2014 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income $ 447,740 $ 155,976 $ 515,185 $ (1,010,296 ) $ 108,605 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 1,366 66,683 11,348 — 79,397 Amortization of debt issuance costs — 6,038 — — 6,038 (Gains) losses on dispositions of property — (150 ) 163 — 13 Deferred income taxes — — (3,145 ) — (3,145 ) Stock-based compensation 8,623 — — — 8,623 Straight-line rent adjustments — 30,921 — — 30,921 Decrease (increase), Prepaid expenses and other current assets 1,672 (10,161 ) (2,743 ) 3,557 (7,675 ) Other assets (1,214 ) — (23 ) — (1,237 ) Intercompany (2,604 ) (867 ) 3,471 — — (Decrease) increase, 0 0 0 Accounts payable (12,808 ) 11,009 319 — (1,480 ) Accrued expenses (8,156 ) 913 (341 ) — (7,584 ) Accrued interest — 24,360 — — 24,360 Accrued salaries and wages 751 — (427 ) — 324 Gaming, property and other taxes 678 — (76 ) — 602 Income taxes 4,473 (13,097 ) (6,932 ) (3,557 ) (19,113 ) Other current and noncurrent liabilities 1,124 — 1,234 — 2,358 Net cash provided by (used in) operating activities 441,645 271,625 518,033 (1,010,296 ) 221,007 Investing activities Capital project expenditures, net of reimbursements (1,599 ) (122,927 ) — — (124,526 ) Capital maintenance expenditures — — (2,109 ) — (2,109 ) Proceeds from sale of property and equipment — 150 9 — 159 Funding of loan receivable — — (43,000 ) — (43,000 ) Principal payments on loan receivable — — 8,000 — 8,000 Acquisition of real estate — — (140,730 ) — (140,730 ) Net cash used in investing activities (1,599 ) (122,777 ) (177,830 ) — (302,206 ) Financing activities Dividends paid (388,678 ) — — — (388,678 ) Proceeds from exercise of options 20,296 — — — 20,296 Proceeds from issuance of long-term debt — 228,000 — — 228,000 Financing costs — (306 ) — — (306 ) Payments of long-term debt — (32,000 ) — — (32,000 ) Intercompany financing (113,352 ) (562,452 ) (334,492 ) 1,010,296 — Net cash (used in) provided by financing activities (481,734 ) (366,758 ) (334,492 ) 1,010,296 (172,688 ) Net (decrease) increase in cash and cash equivalents (41,688 ) (217,910 ) 5,711 — (253,887 ) Cash and cash equivalents at beginning of period 42,801 221,095 21,325 $ — 285,221 Cash and cash equivalents at end of period $ 1,113 $ 3,185 $ 27,036 $ — $ 31,334 |