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 September 30, 2017 and December 31, 2016 , statements of income for the three and nine months ended September 30, 2017 and 2016 and statements of cash flows for the nine months ended September 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 September 30, 2017 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,817,938 $ 1,869,381 $ — $ 3,687,319 Land rights, net — 59,051 583,825 — 642,876 Property and equipment, used in operations, net — 21,086 89,145 — 110,231 Investment in direct financing lease, net — — 2,656,252 — 2,656,252 Cash and cash equivalents — 13,543 30,091 — 43,634 Prepaid expenses — 4,845 3,933 984 9,762 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 2,493,104 5,123,510 2,997,133 (10,613,747 ) — Deferred tax assets — 5,898 — 5,898 Other assets — 45,182 35,556 — 80,738 Total assets $ 2,493,104 $ 7,278,750 $ 8,369,312 $ (10,806,358 ) $ 7,334,808 Liabilities Accounts payable $ — $ 257 $ 178 $ — $ 435 Accrued expenses — 699 7,378 — 8,077 Accrued interest — 75,881 — — 75,881 Accrued salaries and wages — 4,415 2,469 — 6,884 Gaming, property, and other taxes — 27,842 33,687 — 61,529 Income taxes — (217 ) (767 ) 984 — Long-term debt, net of unamortized debt issuance costs — 4,449,652 — — 4,449,652 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 205,691 9,716 — 215,407 Deferred tax liabilities — — 280 — 280 Other liabilities — 21,425 2,134 — 23,559 Total liabilities — 4,785,645 248,670 (192,611 ) 4,841,704 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, 212,603,307 shares issued at September 30, 2017) 2,126 2,126 2,126 (4,252 ) 2,126 Additional paid-in capital 3,927,786 3,927,790 9,492,711 (13,420,501 ) 3,927,786 Retained accumulated (deficit) earnings (1,436,808 ) (1,436,811 ) (1,374,195 ) 2,811,006 (1,436,808 ) Total shareholders’ equity (deficit) 2,493,104 2,493,105 8,120,642 (10,613,747 ) 2,493,104 Total liabilities and shareholders’ equity (deficit) $ 2,493,104 $ 7,278,750 $ 8,369,312 $ (10,806,358 ) $ 7,334,808 Three months ended September 30, 2017 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 100,310 $ 68,720 $ — $ 169,030 Income from direct financing lease — — 19,037 — 19,037 Real estate taxes paid by tenants — 11,093 10,329 — 21,422 Total rental revenue and income from direct financing lease — 111,403 98,086 — 209,489 Gaming, food, beverage and other — — 36,198 — 36,198 Total revenues — 111,403 134,284 — 245,687 Less promotional allowances — — (1,181 ) — (1,181 ) Net revenues — 111,403 133,103 — 244,506 Operating expenses Gaming, food, beverage and other — — 19,890 — 19,890 Real estate taxes — 11,111 10,640 — 21,751 General and administrative — 10,866 10,668 — 21,534 Depreciation — 23,644 4,988 — 28,632 Total operating expenses — 45,621 46,186 — 91,807 Income from operations — 65,782 86,917 — 152,699 Other income (expenses) Interest expense — (54,493 ) — — (54,493 ) Interest income — — 492 — 492 Intercompany dividends and interest — 109,007 5,399 (114,406 ) — Total other income (expenses) — 54,514 5,891 (114,406 ) (54,001 ) Income (loss) before income taxes — 120,296 92,808 (114,406 ) 98,698 Income tax expense — 242 1,442 — 1,684 Net income (loss) $ — $ 120,054 $ 91,366 $ (114,406 ) $ 97,014 Nine months ended September 30, 2017 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 297,709 $ 204,245 $ — $ 501,954 Income from direct financing lease — — 55,377 — 55,377 Real estate taxes paid by tenants — 33,176 30,806 — 63,982 Total rental revenue and income from direct financing lease — 330,885 290,428 — 621,313 Gaming, food, beverage and other — — 112,947 — 112,947 Total revenues — 330,885 403,375 — 734,260 Less promotional allowances — — (3,650 ) — (3,650 ) Net revenues — 330,885 399,725 — 730,610 Operating expenses Gaming, food, beverage and other — — 61,635 — 61,635 Real estate taxes — 33,240 31,566 — 64,806 General and administrative — 32,409 31,047 — 63,456 Depreciation — 70,342 14,970 — 85,312 Total operating expenses — 135,991 139,218 — 275,209 Income from operations — 194,894 260,507 — 455,401 Other income (expenses) Interest expense — (163,099 ) — — (163,099 ) Interest income — — 1,443 — 1,443 Intercompany dividends and interest — 332,326 10,920 (343,246 ) — Total other income (expenses) — 169,227 12,363 (343,246 ) (161,656 ) Income (loss) before income taxes — 364,121 272,870 (343,246 ) 293,745 Income tax expense — 854 5,552 — 6,406 Net income (loss) $ — $ 363,267 $ 267,318 $ (343,246 ) $ 287,339 Nine months ended September 30, 2017 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 363,267 $ 267,318 $ (343,246 ) $ 287,339 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 71,036 21,903 — 92,939 Amortization of debt issuance costs — 9,770 — — 9,770 Losses on dispositions of property — — 515 — 515 Deferred income taxes — — (1,946 ) — (1,946 ) Stock-based compensation — 11,951 — — 11,951 Straight-line rent adjustments — 42,488 6,867 — 49,355 (Increase) decrease, Prepaid expenses and other assets — (2,128 ) 866 (242 ) (1,504 ) Intercompany — (417 ) 417 — — Increase (decrease), Accounts payable — (213 ) (488 ) — (701 ) Accrued expenses — (97 ) 134 — 37 Accrued interest — 42,138 — — 42,138 Accrued salaries and wages — (3,496 ) (239 ) — (3,735 ) Gaming, property and other taxes — (617 ) 386 — (231 ) Income taxes — (236 ) (6 ) 242 — Other liabilities — 3,536 (359 ) — 3,177 Net cash provided by (used in) operating activities — 536,982 295,368 (343,246 ) 489,104 Investing activities Capital project expenditures — (78 ) — — (78 ) Capital maintenance expenditures — — (2,187 ) — (2,187 ) Proceeds from sale of property and equipment — — 914 — 914 Principal payments on loan receivable — — 13,200 — 13,200 Acquisition of real estate assets — (82,866 ) (386 ) — (83,252 ) Collection of principal payments on investment in direct financing lease — — 54,459 — 54,459 Net cash (used in) provided by investing activities — (82,944 ) 66,000 — (16,944 ) Financing activities Dividends paid (395,210 ) — — — (395,210 ) Proceeds from exercise of options, net of taxes paid related to shares withheld for tax purposes on restricted stock award vestings 15,797 — — — 15,797 Proceeds from issuance of common stock, net of issuance costs 139,414 — — — 139,414 Proceeds from issuance of long-term debt — 100,000 — — 100,000 Repayments of long-term debt — (325,083 ) — (325,083 ) Intercompany financing 239,999 (227,186 ) (356,059 ) 343,246 — Net cash (used in) provided by financing activities — (452,269 ) (356,059 ) 343,246 (465,082 ) Net increase in cash and cash equivalents — 1,769 5,309 — 7,078 Cash and cash equivalents at beginning of period — 11,774 24,782 — 36,556 Cash and cash equivalents at end of period $ — $ 13,543 $ 30,091 $ — $ 43,634 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 September 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 95,045 $ 65,619 $ — $ 160,664 Income from direct financing lease — — 18,155 — 18,155 Real estate taxes paid by tenants — 10,919 9,519 — 20,438 Total rental revenue and income from direct financing lease — 105,964 93,293 — 199,257 Gaming, food, beverage and other — — 35,383 — 35,383 Total revenues — 105,964 128,676 — 234,640 Less promotional allowances — — (1,365 ) — (1,365 ) Net revenues — 105,964 127,311 — 233,275 Operating expenses Gaming, food, beverage and other — — 20,117 — 20,117 Real estate taxes — 10,938 9,928 — 20,866 General and administrative — 11,610 10,211 — 21,821 Depreciation — 23,331 3,834 — 27,165 Total operating expenses — 45,879 44,090 — 89,969 Income from operations — 60,085 83,221 — 143,306 Other income (expenses) Interest expense — (52,880 ) — — (52,880 ) Interest income — — 481 — 481 Intercompany dividends and interest — 103,903 1,399 (105,302 ) — Total other income (expenses) — 51,023 1,880 (105,302 ) (52,399 ) Income (loss) before income taxes — 111,108 85,101 (105,302 ) 90,907 Income tax expense — 210 1,097 — 1,307 Net income (loss) $ — $ 110,898 $ 84,004 $ (105,302 ) $ 89,600 Nine months ended September 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 287,783 $ 115,197 $ — $ 402,980 Income from direct financing lease — — 30,786 — 30,786 Real estate taxes paid by tenants — 30,815 17,123 — 47,938 Total rental revenue and income from direct financing lease — 318,598 163,106 — 481,704 Gaming, food, beverage and other — — 111,913 — 111,913 Total revenues — 318,598 275,019 — 593,617 Less promotional allowances — — (4,161 ) — (4,161 ) Net revenues — 318,598 270,858 — 589,456 Operating expenses Gaming, food, beverage and other — — 62,293 — 62,293 Real estate taxes — 30,865 18,283 — 49,148 General and administrative — 40,661 24,327 — 64,988 Depreciation — 70,218 11,049 — 81,267 Total operating expenses — 141,744 115,952 — 257,696 Income from operations — 176,854 154,906 — 331,760 Other income (expenses) Interest expense — (132,217 ) — — (132,217 ) Interest income — 169 1,483 — 1,652 Intercompany dividends and interest — 209,505 18,696 (228,201 ) — Total other income (expenses) — 77,457 20,179 (228,201 ) (130,565 ) Income (loss) before income taxes — 254,311 175,085 (228,201 ) 201,195 Income tax expense — 806 4,776 — 5,582 Net income (loss) $ — $ 253,505 $ 170,309 $ (228,201 ) $ 195,613 Nine months ended September 30, 2016 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 253,505 $ 170,309 $ (228,201 ) $ 195,613 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation — 70,218 14,901 — 85,119 Amortization of debt issuance costs — 11,889 — — 11,889 (Gains) losses on dispositions of property — (471 ) 11 — (460 ) Deferred income taxes — — (997 ) — (997 ) Stock-based compensation — 13,804 — — 13,804 Straight-line rent adjustments — 41,869 560 — 42,429 (Increase) decrease, Prepaid expenses and other assets — 8,559 (1,027 ) 2,403 9,935 Intercompany — 365 (365 ) — — (Decrease) increase, 0 0 0 Accounts payable — 115 (58 ) — 57 Accrued expenses — (3,820 ) (303 ) — (4,123 ) Accrued interest — 55,744 — — 55,744 Accrued salaries and wages — (4,453 ) (1,045 ) — (5,498 ) Gaming, property and other taxes — 683 157 — 840 Income taxes — 43 2,360 (2,403 ) — Other liabilities — 6,072 (4,979 ) — 1,093 Net cash provided by (used in) operating activities — 454,122 179,524 (228,201 ) 405,445 Investing activities Capital project expenditures — (222 ) (101 ) — (323 ) Capital maintenance expenditures — — (1,693 ) — (1,693 ) Proceeds from sale of property and equipment — 897 234 — 1,131 Principal payments on loan receivable — — 2,612 — 2,612 Acquisition of real estate assets — — (3,267,123 ) — (3,267,123 ) Collection of principal payments on investment in direct financing lease — — 30,529 — 30,529 Net cash provided by (used in) investing activities — 675 (3,235,542 ) — (3,234,867 ) Financing activities Dividends paid (303,639 ) — — — (303,639 ) Proceeds from exercise of options 102,598 — — — 102,598 Proceeds from issuance of common stock, net of issuance costs 870,931 — — — 870,931 Proceeds from issuance of long-term debt — 2,502,000 — — 2,502,000 Financing costs — (31,908 ) — — (31,908 ) Payments of long-term debt — (327,076 ) — — (327,076 ) Intercompany financing (669,890 ) (2,602,558 ) 3,044,247 228,201 — Net cash (used in) provided by financing activities — (459,542 ) 3,044,247 228,201 2,812,906 Net decrease in cash and cash equivalents — (4,745 ) (11,771 ) — (16,516 ) Cash and cash equivalents at beginning of period — 8,716 33,159 — 41,875 Cash and cash equivalents at end of period $ — $ 3,971 $ 21,388 $ — $ 25,359 |