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 balance sheets as of June 30, 2016 and December 31, 2015 , statements of income for the three and six months ended June 30, 2016 and 2015 and statements of cash flows for the six months ended June 30, 2016 and 2015 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. At June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,909,458 $ 1,555,793 $ — $ 3,465,251 Land rights, net — — 595,380 — 595,380 Property and equipment, used in operations, net — 23,608 100,638 — 124,246 Investment in direct financing lease, net — — 2,746,720 — 2,746,720 Cash and cash equivalents — 4,840 18,899 — 23,739 Prepaid expenses — 4,380 1,415 390 6,185 Other current assets — 60,050 10,452 — 70,502 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $9,500 at June 30, 2016 — — — — — Loan receivable — — 27,275 — 27,275 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries 2,386,173 4,919,007 2,593,613 (9,898,793 ) — Deferred tax assets, non-current — 3,293 — 3,293 Other assets — 256 1,117 — 1,373 Total assets $ 2,386,173 $ 7,115,194 $ 7,739,693 $ (10,091,998 ) $ 7,149,062 Liabilities Accounts payable $ — $ 104 $ 140 $ — $ 244 Accrued expenses — 1,189 5,323 — 6,512 Accrued interest — 29,975 — — 29,975 Accrued salaries and wages — 10,770 1,970 — 12,740 Gaming, property, and other taxes — 21,236 10,101 — 31,337 Income taxes — 1 (391 ) 390 — Current maturities of long-term debt — 105 — — 105 Other current liabilities — 17,002 15,990 — 32,992 Long-term debt, net of current maturities and unamortized debt issuance costs — 4,513,347 — — 4,513,347 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 135,291 — — 135,291 Deferred tax liabilities, non-current — — 347 — 347 Total liabilities — 4,729,020 227,075 (193,205 ) 4,762,890 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2016) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 203,412,809 shares issued at June 30, 2016) 2,034 2,034 2,034 (4,068 ) 2,034 Additional paid-in capital 3,647,137 3,647,139 8,578,687 (12,225,826 ) 3,647,137 Retained (deficit) earnings (1,262,998 ) (1,262,999 ) (1,068,103 ) 2,331,101 (1,262,999 ) Total shareholders’ (deficit) equity 2,386,173 2,386,174 7,512,618 (9,898,793 ) 2,386,172 Total liabilities and shareholders’ (deficit) equity $ 2,386,173 $ 7,115,194 $ 7,739,693 $ (10,091,998 ) $ 7,149,062 Three months ended June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 96,066 $ 46,035 $ — $ 142,101 Income from direct financing lease — — 12,631 — 12,631 Real estate taxes paid by tenants — 8,581 7,092 — 15,673 Total rental revenue and income from direct financing lease — 104,647 65,758 — 170,405 Gaming — — 35,539 — 35,539 Food, beverage and other — — 2,832 — 2,832 Total revenues — 104,647 104,129 — 208,776 Less promotional allowances — — (1,415 ) — (1,415 ) Net revenues — 104,647 102,714 — 207,361 Operating expenses Gaming — — 19,105 — 19,105 Food, beverage and other — — 2,084 — 2,084 Real estate taxes — 8,607 7,468 — 16,075 General and administrative — 13,823 8,438 — 22,261 Depreciation — 23,436 3,583 — 27,019 Total operating expenses — 45,866 40,678 — 86,544 Income from operations — 58,781 62,036 — 120,817 Other income (expenses) Interest expense — (45,936 ) — — (45,936 ) Interest income — 169 485 — 654 Intercompany dividends and interest — 95,858 11,898 (107,756 ) — Total other income (expenses) — 50,091 12,383 (107,756 ) (45,282 ) Income (loss) before income taxes — 108,872 74,419 (107,756 ) 75,535 Income tax expense — 210 2,061 — 2,271 Net income (loss) $ — $ 108,662 $ 72,358 $ (107,756 ) $ 73,264 Six months ended June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 192,738 $ 49,578 $ — $ 242,316 Income from direct financing lease — — 12,631 — 12,631 Real estate taxes paid by tenants — 19,896 7,604 — 27,500 Total rental revenue and income from direct financing lease — 212,634 69,813 — 282,447 Gaming — — 70,922 — 70,922 Food, beverage and other — — 5,608 — 5,608 Total revenues — 212,634 146,343 — 358,977 Less promotional allowances — — (2,796 ) — (2,796 ) Net revenues — 212,634 143,547 — 356,181 Operating expenses Gaming — — 38,039 — 38,039 Food, beverage and other — — 4,137 — 4,137 Real estate taxes — 19,927 8,355 — 28,282 General and administrative — 29,051 14,116 — 43,167 Depreciation — 46,887 7,215 — 54,102 Total operating expenses — 95,865 71,862 — 167,727 Income from operations — 116,769 71,685 — 188,454 Other income (expenses) Interest expense — (79,337 ) — — (79,337 ) Interest income — 169 1,002 — 1,171 Intercompany dividends and interest — 105,602 17,297 (122,899 ) — Total other income (expenses) — 26,434 18,299 (122,899 ) (78,166 ) Income (loss) before income taxes — 143,203 89,984 (122,899 ) 110,288 Income tax expense — 596 3,679 — 4,275 Net income (loss) $ — $ 142,607 $ 86,305 $ (122,899 ) $ 106,013 Six months ended June 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 142,607 $ 86,305 $ (122,899 ) $ 106,013 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 46,887 8,756 — 55,643 Amortization of debt issuance costs — 8,632 — — 8,632 Gains on dispositions of property — — (15 ) — (15 ) Deferred income taxes — — (824 ) — (824 ) Stock-based compensation — 9,163 — — 9,163 Straight-line rent adjustments — 27,912 — — 27,912 (Increase) decrease, Prepaid expenses and other current assets — (7,008 ) 272 2,531 (4,205 ) Other assets — — (726 ) — (726 ) Intercompany — 14,224 (14,224 ) — — Increase (decrease), Accounts payable — (106 ) (139 ) — (245 ) Accrued expenses — (3,548 ) (90 ) — (3,638 ) Accrued interest — 12,352 — — 12,352 Accrued salaries and wages — 42 (1,021 ) — (979 ) Gaming, property and other taxes — 471 85 — 556 Income taxes — 41 2,490 (2,531 ) — Other current and non-current liabilities — 702 1 — 703 Net cash provided by (used in) operating activities — 252,371 80,870 (122,899 ) 210,342 Investing activities Capital project expenditures, net of reimbursements — (168 ) (101 ) — (269 ) Capital maintenance expenditures — — (1,197 ) — (1,197 ) Proceeds from sale of property and equipment — — 234 — 234 Principal payments on loan receivable — — 2,075 — 2,075 Acquisition of real estate assets — — (2,940,490 ) — (2,940,490 ) Collection of principal payments on investment in direct financing lease — — 12,525 — 12,525 Net cash used in investing activities — (168 ) (2,926,954 ) — (2,927,122 ) Financing activities Dividends paid (179,122 ) — — — (179,122 ) Proceeds from exercise of options 54,527 — — — 54,527 Proceeds from issuance of common stock, net of issuance costs 825,198 — — 825,198 Proceeds from issuance of long-term debt — 2,337,000 — — 2,337,000 Financing costs — (31,908 ) — — (31,908 ) Repayments of long-term debt — (307,051 ) — — (307,051 ) Intercompany financing (700,603 ) (2,254,120 ) 2,831,824 122,899 — Net cash (used in) provided by financing activities — (256,079 ) 2,831,824 122,899 2,698,644 Net decrease in cash and cash equivalents — (3,876 ) (14,260 ) — (18,136 ) Cash and cash equivalents at beginning of period — 8,716 33,159 — 41,875 Cash and cash equivalents at end of period $ — $ 4,840 $ 18,899 $ — $ 23,739 At December 31, 2015 Condensed Consolidating Balance Sheet Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,955,290 $ 134,769 $ — $ 2,090,059 Property and equipment, used in operations, net — 24,494 105,253 — 129,747 Cash and cash equivalents — 8,716 33,159 — 41,875 Prepaid expenses — 3,768 1,218 2,922 7,908 Other current assets — 54,838 2,883 — 57,721 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Debt issuance costs, net of accumulated amortization of $5,937 at December 31, 2015 — 3,563 — — 3,563 Loan receivable — — 29,350 — 29,350 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries (253,514 ) 191,112 (46,418 ) 108,820 — Deferred tax assets, non-current — — 2,554 (107 ) 2,447 Other assets — 256 131 — 387 Total assets $ (253,514 ) $ 2,435,632 $ 347,997 $ (81,960 ) $ 2,448,155 Liabilities Accounts payable $ — $ 127 $ 279 $ — $ 406 Accrued expenses — 4,737 4,843 — 9,580 Accrued interest — 17,623 — — 17,623 Accrued salaries and wages — 10,728 2,991 — 13,719 Gaming, property, and other taxes — 21,949 2,753 — 24,702 Income taxes — (41 ) (2,881 ) 2,922 — Current maturities of long-term debt — 102 — — 102 Other current liabilities — 16,303 1,384 — 17,687 Long-term debt, net of current maturities and unamortized debt issuance costs — 2,510,239 — — 2,510,239 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 107,379 — — 107,379 Deferred tax liabilities, non-current — — 339 (107 ) 232 Total liabilities — 2,689,146 203,303 (190,780 ) 2,701,669 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2015) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 115,594,321 shares issued at December 31, 2015) 1,156 1,156 1,156 (2,312 ) 1,156 Additional paid-in capital 935,220 935,221 1,088,058 (2,023,279 ) 935,220 Retained (deficit) earnings (1,189,890 ) (1,189,891 ) (944,520 ) 2,134,411 (1,189,890 ) Total shareholders’ (deficit) equity (253,514 ) (253,514 ) 144,694 108,820 (253,514 ) Total liabilities and shareholders’ (deficit) equity $ (253,514 ) $ 2,435,632 $ 347,997 $ (81,960 ) $ 2,448,155 Three months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 94,795 $ 3,500 $ — $ 98,295 Income from direct financing lease — — — — — Real estate taxes paid by tenants — 12,482 461 — 12,943 Total rental revenue and income from direct financing lease — 107,277 3,961 — 111,238 Gaming — — 37,131 — 37,131 Food, beverage and other — — 2,855 — 2,855 Total revenues — 107,277 43,947 — 151,224 Less promotional allowances — — (1,357 ) — (1,357 ) Net revenues — 107,277 42,590 — 149,867 Operating expenses Gaming — — 20,271 — 20,271 Food, beverage and other — — 2,177 — 2,177 Real estate taxes — 12,482 727 — 13,209 General and administrative — 17,588 6,134 — 23,722 Depreciation — 23,632 3,985 — 27,617 Total operating expenses — 53,702 33,294 — 86,996 Income from operations — 53,575 9,296 — 62,871 Other income (expenses) Interest expense — (29,585 ) — — (29,585 ) Interest income — 1 584 — 585 Intercompany dividends and interest — 7,603 1,397 (9,000 ) — Total other income (expenses) — (21,981 ) 1,981 (9,000 ) (29,000 ) Income (loss) before income taxes — 31,594 11,277 (9,000 ) 33,871 Income tax expense — 186 1,696 — 1,882 Net income (loss) $ — $ 31,408 $ 9,581 $ (9,000 ) $ 31,989 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 188,843 $ 7,000 $ — $ 195,843 Income from direct financing lease — — — — — Real estate taxes paid by tenants — 25,309 984 — 26,293 Total rental revenue and income from direct financing lease — 214,152 7,984 — 222,136 Gaming — — 73,510 — 73,510 Food, beverage and other — — 5,670 — 5,670 Total revenues — 214,152 87,164 — 301,316 Less promotional allowances — — (2,744 ) — (2,744 ) Net revenues — 214,152 84,420 — 298,572 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 — 108,435 19,236 — 127,671 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 income (expenses) — (41,447 ) 8,169 (24,689 ) (57,967 ) Income (loss) before income taxes — 66,988 27,405 (24,689 ) 69,704 Income tax expense — 996 3,588 — 4,584 Net income (loss) $ — $ 65,992 $ 23,817 $ (24,689 ) $ 65,120 Six months ended June 30, 2015 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 65,992 $ 23,817 $ (24,689 ) $ 65,120 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 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 Straight-line rent adjustments — 27,912 — — 27,912 (Increase) decrease, Prepaid expenses and other current assets — 938 2,452 — 3,390 Other assets — (1 ) (3 ) — (4 ) Intercompany — 2,244 (2,244 ) — — (Decrease) increase, 0 0 0 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 non-current 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 Financing costs — — — — — 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 |