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. None of GLPI's subsidiaries guarantee the Notes. Summarized balance sheets as of June 30, 2017 and December 31, 2016 , statements of income for the three and six months ended June 30, 2017 and 2016 and statements of cash flows for the six months ended June 30, 2017 and 2016 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, 2017 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,841,065 $ 1,871,245 $ — $ 3,712,310 Land rights, net — 59,468 586,135 — 645,603 Property and equipment, used in operations, net — 21,592 92,821 — 114,413 Investment in direct financing lease, net — — 2,674,866 — 2,674,866 Cash and cash equivalents — 5,535 23,975 — 29,510 Prepaid expenses — 1,639 1,988 752 4,379 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Loan receivable — — 13,000 — 13,000 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries 2,518,767 5,146,315 3,028,209 (10,693,291 ) — Deferred tax assets — 5,246 — 5,246 Other assets — 44,054 28,741 — 72,795 Total assets $ 2,518,767 $ 7,313,263 $ 8,411,324 $ (10,886,134 ) $ 7,357,220 Liabilities Accounts payable $ — $ 184 $ 248 $ — $ 432 Accrued expenses — 1,287 6,082 — 7,369 Accrued interest — 33,172 — — 33,172 Accrued salaries and wages — 2,738 2,087 — 4,825 Gaming, property, and other taxes — 24,186 25,097 — 49,283 Income taxes — (108 ) (644 ) 752 — Long-term debt, net of unamortized debt issuance costs — 4,521,423 — — 4,521,423 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 191,364 7,426 — 198,790 Deferred tax liabilities — — 294 — 294 Other liabilities — 20,252 2,613 — 22,865 Total liabilities — 4,794,498 236,798 (192,843 ) 4,838,453 Shareholders’ equity (deficit) Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2017) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 212,217,855 shares issued at June 30, 2017) 2,122 2,122 2,122 (4,244 ) 2,122 Additional paid-in capital 3,916,328 3,916,330 9,480,631 (13,396,961 ) 3,916,328 Retained accumulated (deficit) earnings (1,399,683 ) (1,399,687 ) (1,308,227 ) 2,707,914 (1,399,683 ) Total shareholders’ equity (deficit) 2,518,767 2,518,765 8,174,526 (10,693,291 ) 2,518,767 Total liabilities and shareholders’ equity (deficit) $ 2,518,767 $ 7,313,263 $ 8,411,324 $ (10,886,134 ) $ 7,357,220 Three months ended June 30, 2017 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 99,647 $ 68,116 $ — $ 167,763 Income from direct financing lease — — 18,516 — 18,516 Real estate taxes paid by tenants — 10,927 9,913 — 20,840 Total rental revenue and income from direct financing lease — 110,574 96,545 — 207,119 Gaming, food, beverage and other — — 37,489 — 37,489 Total revenues — 110,574 134,034 — 244,608 Less promotional allowances — — (1,217 ) — (1,217 ) Net revenues — 110,574 132,817 — 243,391 Operating expenses Gaming, food, beverage and other — — 20,669 — 20,669 Real estate taxes — 10,946 9,966 — 20,912 General and administrative — 10,648 10,043 — 20,691 Depreciation — 23,450 4,973 — 28,423 Total operating expenses — 45,044 45,651 — 90,695 Income from operations — 65,530 87,166 — 152,696 Other income (expenses) Interest expense — (54,657 ) — — (54,657 ) Interest income — — 487 — 487 Intercompany dividends and interest — 107,546 4,398 (111,944 ) — Total other income (expenses) — 52,889 4,885 (111,944 ) (54,170 ) Income (loss) before income taxes — 118,419 92,051 (111,944 ) 98,526 Income tax expense — 242 1,950 — 2,192 Net income (loss) $ — $ 118,177 $ 90,101 $ (111,944 ) $ 96,334 Six months ended June 30, 2017 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 197,399 $ 135,525 $ — $ 332,924 Income from direct financing lease — — 36,340 — 36,340 Real estate taxes paid by tenants — 22,083 20,477 — 42,560 Total rental revenue and income from direct financing lease — 219,482 192,342 — 411,824 Gaming, food, beverage and other — — 76,749 — 76,749 Total revenues — 219,482 269,091 — 488,573 Less promotional allowances — — (2,469 ) — (2,469 ) Net revenues — 219,482 266,622 — 486,104 Operating expenses Gaming, food, beverage and other — — 41,745 — 41,745 Real estate taxes — 22,129 20,926 — 43,055 General and administrative — 21,543 20,379 — 41,922 Depreciation — 46,698 9,982 — 56,680 Total operating expenses — 90,370 93,032 — 183,402 Income from operations — 129,112 173,590 — 302,702 Other income (expenses) Interest expense — (108,606 ) — — (108,606 ) Interest income — — 951 — 951 Intercompany dividends and interest — 223,319 5,521 (228,840 ) — Total other income (expenses) — 114,713 6,472 (228,840 ) (107,655 ) Income (loss) before income taxes — 243,825 180,062 (228,840 ) 195,047 Income tax expense — 612 4,110 — 4,722 Net income (loss) $ — $ 243,213 $ 175,952 $ (228,840 ) $ 190,325 Six months ended June 30, 2017 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 243,213 $ 175,952 $ (228,840 ) $ 190,325 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 46,975 14,605 — 61,580 Amortization of debt issuance costs — 6,513 — — 6,513 Losses on dispositions of property — — 94 — 94 Deferred income taxes — — (1,280 ) — (1,280 ) Stock-based compensation — 8,256 — — 8,256 Straight-line rent adjustments — 28,160 4,578 — 32,738 (Increase) decrease, Prepaid expenses and other assets — (1,402 ) 750 (11 ) (663 ) Intercompany — (494 ) 494 — — Increase (decrease), Accounts payable — (286 ) (418 ) — (704 ) Accrued expenses — 516 321 — 837 Accrued interest — (571 ) — — (571 ) Accrued salaries and wages — (5,173 ) (621 ) — (5,794 ) Gaming, property and other taxes — (692 ) 119 — (573 ) Income taxes — (127 ) 116 11 — Other liabilities — 2,364 (882 ) — 1,482 Net cash provided by (used in) operating activities — 327,252 193,828 (228,840 ) 292,240 Investing activities Capital project expenditures — (68 ) — — (68 ) Capital maintenance expenditures — — (1,727 ) — (1,727 ) Proceeds from sale of property and equipment — — 11 — 11 Principal payments on loan receivable — — 13,200 — 13,200 Acquisition of real estate assets — (82,866 ) — — (82,866 ) Collection of principal payments on investment in direct financing lease — — 35,845 — 35,845 Net cash (used in) provided by investing activities — (82,934 ) 47,329 — (35,605 ) Financing activities Dividends paid (261,071 ) — — — (261,071 ) Proceeds from exercise of options, net of taxes paid related to shares withheld for tax purposes on restricted stock award vestings 8,065 — — — 8,065 Proceeds from issuance of common stock, net of issuance costs 139,380 — — — 139,380 Proceeds from issuance of long-term debt — 100,000 — — 100,000 Repayments of long-term debt — (250,055 ) — — (250,055 ) Intercompany financing 113,626 (100,502 ) (241,964 ) 228,840 — Net cash (used in) provided by financing activities — (250,557 ) (241,964 ) 228,840 (263,681 ) Net decrease in cash and cash equivalents — (6,239 ) (807 ) — (7,046 ) Cash and cash equivalents at beginning of period — 11,774 24,782 — 36,556 Cash and cash equivalents at end of period $ — $ 5,535 $ 23,975 $ — $ 29,510 At December 31, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,863,568 $ 1,875,523 $ — $ 3,739,091 Land rights, net — — 590,758 — 590,758 Property and equipment, used in operations, net — 22,598 96,829 — 119,427 Investment in direct financing lease, net — — 2,710,711 — 2,710,711 Cash and cash equivalents — 11,774 24,782 — 36,556 Prepaid expenses — 3,106 3,629 742 7,477 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Loan receivable — — 26,200 — 26,200 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries 2,433,869 5,211,835 2,947,915 (10,593,619 ) — Deferred tax assets — — 3,922 — 3,922 Other assets — 37,335 12,755 — 50,090 Total assets $ 2,433,869 $ 7,343,811 $ 8,378,122 $ (10,786,472 ) $ 7,369,330 Liabilities Accounts payable $ — $ 413 $ 666 $ — $ 1,079 Accrued expenses — 434 6,156 — 6,590 Accrued interest — 33,743 — — 33,743 Accrued salaries and wages — 7,911 2,708 — 10,619 Gaming, property, and other taxes — 21,364 11,220 — 32,584 Income taxes — 18 (760 ) 742 — Long-term debt, net of unamortized debt issuance costs — 4,664,965 — — 4,664,965 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 163,204 2,848 — 166,052 Deferred tax liabilities — — 265 — 265 Other liabilities — 17,890 1,674 — 19,564 Total liabilities — 4,909,942 218,372 (192,853 ) 4,935,461 Shareholders’ (deficit) equity Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2016) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 207,676,827 shares issued at December 31, 2016) 2,077 2,077 2,077 (4,154 ) 2,077 Additional paid-in capital 3,760,730 3,760,730 9,338,083 (13,098,814 ) 3,760,729 Retained accumulated (deficit) earnings (1,328,938 ) (1,328,938 ) (1,180,410 ) 2,509,349 (1,328,937 ) Total shareholders’ (deficit) equity 2,433,869 2,433,869 8,159,750 (10,593,619 ) 2,433,869 Total liabilities and shareholders’ (deficit) equity $ 2,433,869 $ 7,343,811 $ 8,378,122 $ (10,786,472 ) $ 7,369,330 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, food, beverage and other — — 38,371 — 38,371 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, food, beverage and other — — 21,189 — 21,189 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, food, beverage and other — — 76,530 — 76,530 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, food, beverage and other — — 42,176 — 42,176 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 — 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 assets — (7,008 ) (454 ) 2,531 (4,931 ) Intercompany — 14,224 (14,224 ) — — (Decrease) increase, 0 0 0 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 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 — (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 ) Payments 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 |