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 March 31, 2018 and December 31, 2017 , statements of income for the three months ended March 31, 2018 and 2017 and statements of cash flows for the three months ended March 31, 2018 and 2017 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 March 31, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,771,758 $ 1,865,191 $ — $ 3,636,949 Land rights, net — 58,218 579,203 — 637,421 Property and equipment, used in operations, net — 20,098 86,161 — 106,259 Investment in direct financing lease, net — — 2,619,430 — 2,619,430 Cash and cash equivalents — 17,693 27,727 — 45,420 Prepaid expenses — 5,926 2,356 — 8,282 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 2,416,848 5,066,140 2,918,767 (10,401,755 ) — Deferred tax assets — 4,510 — 4,510 Other assets — 43,986 20,092 — 64,078 Total assets $ 2,416,848 $ 7,177,414 $ 8,221,535 $ (10,595,350 ) $ 7,220,447 Liabilities Accounts payable $ — $ 460 $ 32 $ — $ 492 Accrued expenses — 858 5,202 — 6,060 Accrued interest — 75,479 — — 75,479 Accrued salaries and wages — 1,424 1,705 — 3,129 Gaming, property, and other taxes — 21,616 19,580 — 41,196 Income taxes — (154 ) 353 — 199 Long-term debt, net of unamortized debt issuance costs — 4,401,107 — — 4,401,107 Intercompany loan payable — 193,595 (193,595 ) — Deferred rental revenue — 234,346 14,294 — 248,640 Deferred tax liabilities — — 279 — 279 Other liabilities — 25,430 1,588 — 27,018 Total liabilities — 4,760,566 236,628 (193,595 ) 4,803,599 Shareholders’ equity (deficit) Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at March 31, 2018) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 213,498,249 shares issued at March 31, 2018) 2,135 2,135 2,135 (4,270 ) 2,135 Additional paid-in capital 3,930,777 3,930,778 9,495,703 (13,426,481 ) 3,930,777 Retained accumulated (deficit) earnings (1,516,064 ) (1,516,065 ) (1,512,931 ) 3,028,996 (1,516,064 ) Total shareholders’ equity (deficit) 2,416,848 2,416,848 7,984,907 (10,401,755 ) 2,416,848 Total liabilities and shareholders’ equity (deficit) $ 2,416,848 $ 7,177,414 $ 8,221,535 $ (10,595,350 ) $ 7,220,447 Three months ended March 31, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 101,820 $ 67,585 $ — $ 169,405 Income from direct financing lease — — 18,621 — 18,621 Real estate taxes paid by tenants — 10,900 10,378 — 21,278 Total rental revenue and income from direct financing lease — 112,720 96,584 — 209,304 Gaming, food, beverage and other, net — — 34,746 — 34,746 Total revenues — 112,720 131,330 — 244,050 Operating expenses Gaming, food, beverage and other — — 19,658 — 19,658 Real estate taxes — 10,919 10,676 — 21,595 Land rights and ground lease expense — 2,019 4,513 — 6,532 General and administrative — 10,921 5,539 — 16,460 Depreciation — 23,601 4,353 — 27,954 Total operating expenses — 47,460 44,739 — 92,199 Income from operations — 65,260 86,591 — 151,851 Other income (expenses) Interest expense — (54,068 ) — — (54,068 ) Interest income — — 481 — 481 Intercompany dividends and interest — 107,103 (315 ) (106,788 ) — Total other income (expenses) — 53,035 166 (106,788 ) (53,587 ) Income (loss) before income taxes — 118,295 86,757 (106,788 ) 98,264 Income tax expense — 171 1,321 — 1,492 Net income (loss) $ — $ 118,124 $ 85,436 $ (106,788 ) $ 96,772 Three months ended March 31, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 118,124 $ 85,436 $ (106,788 ) $ 96,772 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 24,018 6,663 — 30,681 Amortization of debt issuance costs — 3,257 — — 3,257 Deferred income taxes — — 164 — 164 Stock-based compensation — 3,987 — — 3,987 Straight-line rent adjustments — 14,328 2,289 — 16,617 (Increase) decrease, Prepaid expenses and other assets — (2,913 ) 274 1,638 (1,001 ) Intercompany — (9 ) 9 — — Increase (decrease), Accounts payable — (160 ) (65 ) — (225 ) Accrued expenses — 98 105 — 203 Accrued interest — 42,238 — — 42,238 Accrued salaries and wages — (6,408 ) (1,272 ) — (7,680 ) Gaming, property and other taxes — 124 (102 ) — 22 Income taxes — 152 1,685 (1,638 ) 199 Other liabilities — 949 (427 ) — 522 Net cash provided by (used in) operating activities — 197,785 94,759 (106,788 ) 185,756 Investing activities Capital maintenance expenditures — (48 ) (774 ) — (822 ) Collection of principal payments on investment in direct financing lease — — 18,209 — 18,209 Net cash (used in) provided by investing activities — (48 ) 17,435 — 17,387 Financing activities Dividends paid (134,717 ) — — — (134,717 ) Taxes paid related to shares withheld for tax purposes on restricted stock award vestings, net of proceeds from exercise of options (7,031 ) — — — (7,031 ) Repayments of long-term debt — (45,029 ) — (45,029 ) Intercompany financing 141,748 (141,749 ) (106,787 ) 106,788 — Net cash (used in) provided by financing activities — (186,778 ) (106,787 ) 106,788 (186,777 ) Net increase in cash and cash equivalents — 10,959 5,407 — 16,366 Cash and cash equivalents at beginning of period — 6,734 22,320 — 29,054 Cash and cash equivalents at end of period $ — $ 17,693 $ 27,727 $ — $ 45,420 At December 31, 2017 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,794,840 $ 1,867,205 $ — $ 3,662,045 Land rights, net — 58,635 581,513 — 640,148 Property and equipment, used in operations, net — 20,568 87,725 — 108,293 Investment in direct financing lease, net — — 2,637,639 — 2,637,639 Cash and cash equivalents — 6,734 22,320 — 29,054 Prepaid expenses — 4,067 2,746 1,639 8,452 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 2,458,247 5,087,893 2,959,174 (10,505,314 ) — Deferred tax assets — — 4,478 — 4,478 Other assets — 42,485 16,190 — 58,675 Total assets $ 2,458,247 $ 7,208,817 $ 8,277,088 $ (10,697,270 ) $ 7,246,882 Liabilities Accounts payable $ — $ 619 $ 96 $ — $ 715 Accrued expenses — 672 7,241 — 7,913 Accrued interest — 33,241 — — 33,241 Accrued salaries and wages — 7,832 2,977 — 10,809 Gaming, property, and other taxes — 21,135 14,264 — 35,399 Income taxes — (306 ) (1,333 ) 1,639 — Long-term debt, net of unamortized debt issuance costs — 4,442,880 — — 4,442,880 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 220,019 12,004 — 232,023 Deferred tax liabilities — — 244 — 244 Other liabilities — 24,478 933 — 25,411 Total liabilities — 4,750,570 230,021 (191,956 ) 4,788,635 Shareholders’ equity (deficit) 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, 212,717,549 shares issued at December 31, 2017) 2,127 2,127 2,127 (4,254 ) 2,127 Additional paid-in capital 3,933,829 3,933,831 9,498,755 (13,432,586 ) 3,933,829 Retained accumulated (deficit) earnings (1,477,709 ) (1,477,711 ) (1,453,815 ) 2,931,526 (1,477,709 ) Total shareholders’ equity (deficit) 2,458,247 2,458,247 8,047,067 (10,505,314 ) 2,458,247 Total liabilities and shareholders’ equity (deficit) $ 2,458,247 $ 7,208,817 $ 8,277,088 $ (10,697,270 ) $ 7,246,882 Three months ended March 31, 2017 Parent Guarantor Subsidiary Issuers Other Subsidiary Non- Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 97,752 $ 67,409 $ — $ 165,161 Income from direct financing lease — — 17,824 — 17,824 Real estate taxes paid by tenants — 11,156 10,564 — 21,720 Total rental revenue and income from direct financing lease — 108,908 95,797 — 204,705 Gaming, food, beverage and other, net — — 38,008 — 38,008 Total revenues — 108,908 133,805 — 242,713 Operating expenses Gaming, food, beverage and other — — 21,076 — 21,076 Real estate taxes — 11,183 10,960 — 22,143 Land rights and ground lease expense — — 5,175 — 5,175 General and administrative — 10,895 5,161 — 16,056 Depreciation — 23,248 5,009 — 28,257 Total operating expenses — 45,326 47,381 — 92,707 Income from operations — 63,582 86,424 — 150,006 Other income (expenses) Interest expense — (53,949 ) — — (53,949 ) Interest income — — 464 — 464 Intercompany dividends and interest — 115,773 1,123 (116,896 ) — Total other income (expenses) — 61,824 1,587 (116,896 ) (53,485 ) Income (loss) before income taxes — 125,406 88,011 (116,896 ) 96,521 Income tax expense — 370 2,160 — 2,530 Net income (loss) $ — $ 125,036 $ 85,851 $ (116,896 ) $ 93,991 Three months ended March 31, 2017 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 125,036 $ 85,851 $ (116,896 ) $ 93,991 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation — 23,248 7,320 — 30,568 Amortization of debt issuance costs — 3,257 — — 3,257 Losses on dispositions of property — — 105 — 105 Deferred income taxes — — (742 ) — (742 ) Stock-based compensation — 4,483 — — 4,483 Straight-line rent adjustments — 13,956 2,289 — 16,245 (Increase) decrease, Prepaid expenses and other assets — (1,856 ) 45 741 (1,070 ) Intercompany — (2,195 ) 2,195 — — (Decrease) increase, 0 0 0 Accounts payable — 270 (451 ) — (181 ) Accrued expenses — (20 ) 238 — 218 Accrued interest — 41,928 — — 41,928 Accrued salaries and wages — (6,258 ) (976 ) — (7,234 ) Gaming, property and other taxes — 966 (153 ) — 813 Income taxes — 370 3,309 (741 ) 2,938 Other liabilities — 1,462 (2,092 ) — (630 ) Net cash provided by (used in) operating activities — 204,647 96,938 (116,896 ) 184,689 Investing activities Capital project expenditures — (8 ) — — (8 ) Capital maintenance expenditures — — (482 ) — (482 ) Principal payments on loan receivable — — 13,200 — 13,200 Deposit for pending acquisition of real estate assets — (8,230 ) — — (8,230 ) Collection of principal payments on investment in direct financing lease — — 17,613 — 17,613 Net cash (used in) provided by investing activities — (8,238 ) 30,331 — 22,093 Financing activities Dividends paid (129,301 ) — — — (129,301 ) Proceeds from exercise of options, net of taxes paid related to shares withheld for tax purposes on restricted stock award vestings 4,456 — — — 4,456 Costs related to continuous equity offering (105 ) — — — (105 ) Repayments of long-term debt — (95,027 ) — — (95,027 ) Intercompany financing 124,950 (111,753 ) (130,093 ) 116,896 — Net cash (used in) provided by financing activities — (206,780 ) (130,093 ) 116,896 (219,977 ) Net decrease in cash and cash equivalents — (10,371 ) (2,824 ) — (13,195 ) Cash and cash equivalents at beginning of period — 11,774 24,782 — 36,556 Cash and cash equivalents at end of period $ — $ 1,403 $ 21,958 $ — $ 23,361 |