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, 2018 and December 31, 2017 , statements of income for the three and six months ended June 30, 2018 and 2017 and statements of cash flows for the six months ended June 30, 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 June 30, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,748,886 $ 1,863,209 $ — $ 3,612,095 Land rights, net — 57,802 576,891 — 634,693 Property and equipment, used in operations, net — 19,594 84,718 — 104,312 Investment in direct financing lease, net — — 2,608,400 — 2,608,400 Cash and cash equivalents — 113,606 30,866 — 144,472 Prepaid expenses — 2,536 1,316 565 4,417 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Loan receivable — — 13,497 — 13,497 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries 2,378,768 5,050,698 2,877,150 (10,306,616 ) — Deferred tax assets — — 4,769 — 4,769 Other assets — 50,729 26,078 — 76,807 Total assets $ 2,378,768 $ 7,237,446 $ 8,171,992 $ (10,499,646 ) $ 7,288,560 Liabilities Accounts payable $ — $ 168 $ 293 $ — $ 461 Accrued expenses — 1,580 5,591 — 7,171 Accrued interest — 35,608 — — 35,608 Accrued salaries and wages — 15,376 2,040 — 17,416 Gaming, property, and other taxes — 25,238 24,573 — 49,811 Income taxes — (181 ) (384 ) 565 — Long-term debt, net of unamortized debt issuance costs — 4,506,744 — — 4,506,744 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 248,674 16,582 — 265,256 Deferred tax liabilities — — 257 — 257 Other liabilities — 25,471 1,597 — 27,068 Total liabilities — 4,858,678 244,144 (193,030 ) 4,909,792 Shareholders’ equity (deficit) Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2018) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 213,737,939 shares issued at June 30, 2018) 2,137 2,137 2,137 (4,274 ) 2,137 Additional paid-in capital 3,935,517 3,935,517 9,500,443 (13,435,960 ) 3,935,517 Retained accumulated (deficit) earnings (1,558,886 ) (1,558,886 ) (1,574,732 ) 3,133,618 (1,558,886 ) Total shareholders’ equity (deficit) 2,378,768 2,378,768 7,927,848 (10,306,616 ) 2,378,768 Total liabilities and shareholders’ equity (deficit) $ 2,378,768 $ 7,237,446 $ 8,171,992 $ (10,499,646 ) $ 7,288,560 Three months ended June 30, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 101,767 $ 68,098 $ — $ 169,865 Income from direct financing lease — — 26,984 — 26,984 Real estate taxes paid by tenants — 11,176 10,307 — 21,483 Total rental revenue and income from direct financing lease — 112,943 105,389 — 218,332 Gaming, food, beverage and other — — 35,889 — 35,889 Total revenues — 112,943 141,278 — 254,221 Operating expenses Gaming, food, beverage and other — — 20,407 — 20,407 Real estate taxes — 11,195 10,605 — 21,800 Land rights and ground lease expense — 1,929 4,515 — 6,444 General and administrative — 19,016 5,790 — 24,806 Depreciation — 23,190 4,333 — 27,523 Total operating expenses — 55,330 45,650 — 100,980 Income from operations — 57,613 95,628 — 153,241 Other income (expenses) Interest expense — (57,055 ) — — (57,055 ) Interest income — 404 487 — 891 Losses on debt extinguishment — (3,473 ) — — (3,473 ) Intercompany dividends and interest — 109,988 4,898 (114,886 ) — Total other income (expenses) — 49,864 5,385 (114,886 ) (59,637 ) Income (loss) before income taxes — 107,477 101,013 (114,886 ) 93,604 Income tax expense — 228 1,378 — 1,606 Net income (loss) $ — $ 107,249 $ 99,635 $ (114,886 ) $ 91,998 Six months ended June 30, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 203,587 $ 135,683 $ — $ 339,270 Income from direct financing lease — — 45,605 — 45,605 Real estate taxes paid by tenants — 22,076 20,685 — 42,761 Total rental revenue and income from direct financing lease — 225,663 201,973 — 427,636 Gaming, food, beverage and other — — 70,635 — 70,635 Total revenues — 225,663 272,608 — 498,271 Operating expenses Gaming, food, beverage and other — — 40,065 — 40,065 Real estate taxes — 22,114 21,281 — 43,395 Land rights and ground lease expense — 3,948 9,028 — 12,976 General and administrative — 29,937 11,329 — 41,266 Depreciation — 46,791 8,686 — 55,477 Total operating expenses — 102,790 90,389 — 193,179 Income from operations — 122,873 182,219 — 305,092 Other income (expenses) Interest expense — (111,123 ) — — (111,123 ) Interest income — 404 968 — 1,372 Losses on debt extinguishment — (3,473 ) — — (3,473 ) Intercompany dividends and interest — 217,091 4,583 (221,674 ) — Total other income (expenses) — 102,899 5,551 (221,674 ) (113,224 ) Income (loss) before income taxes — 225,772 187,770 (221,674 ) 191,868 Income tax expense — 399 2,699 — 3,098 Net income (loss) $ — $ 225,373 $ 185,071 $ (221,674 ) $ 188,770 Six months ended June 30, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 225,373 $ 185,071 $ (221,674 ) $ 188,770 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 47,624 13,308 — 60,932 Amortization of debt issuance costs — 6,296 — — 6,296 (Gains) losses on dispositions of property — (9 ) 234 — 225 Deferred income taxes — — (117 ) — (117 ) Stock-based compensation — 4,603 — — 4,603 Straight-line rent adjustments — 28,655 4,578 — 33,233 Losses on debt extinguishment — 3,473 — — 3,473 (Increase) decrease, Prepaid expenses, loan receivable and other assets — (2,146 ) (50 ) 1,073 (1,123 ) Intercompany — 183 (183 ) — — Increase (decrease), Accounts payable — (450 ) 196 — (254 ) Accrued expenses — (39 ) 196 — 157 Accrued interest — 2,367 — — 2,367 Accrued salaries and wages — 7,544 (937 ) — 6,607 Gaming, property and other taxes — (190 ) 71 — (119 ) Income taxes — 125 948 (1,073 ) — Other liabilities — 992 (420 ) — 572 Net cash provided by (used in) operating activities — 324,401 202,895 (221,674 ) 305,622 Investing activities Capital project expenditures — (14 ) — — (14 ) Capital maintenance expenditures — (51 ) (1,933 ) — (1,984 ) Proceeds from sale of property and equipment — 210 17 — 227 Collection of principal payments on investment in direct financing lease — — 29,239 — 29,239 Net cash provided by investing activities — 145 27,323 — 27,468 Financing activities Dividends paid (269,537 ) — — — (269,537 ) Taxes paid related to shares withheld for tax purposes on restricted stock award vestings, net of proceeds from exercise of options (2,905 ) — — — (2,905 ) Proceeds from issuance of long-term debt — 1,000,000 — — 1,000,000 Financing costs — (19,745 ) — — (19,745 ) Repayments of long-term debt — (923,601 ) — — (923,601 ) Premium and related costs paid on tender of senior unsecured notes — (1,884 ) — — (1,884 ) Intercompany financing 272,442 (272,444 ) (221,672 ) 221,674 — Net cash (used in) provided by financing activities — (217,674 ) (221,672 ) 221,674 (217,672 ) Net increase in cash and cash equivalents — 106,872 8,546 — 115,418 Cash and cash equivalents at beginning of period — 6,734 22,320 — 29,054 Cash and cash equivalents at end of period $ — $ 113,606 $ 30,866 $ — $ 144,472 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 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 — — 36,272 — 36,272 Total 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 Land rights and ground lease expense — 1,514 4,521 — 6,035 General and administrative — 9,134 5,522 — 14,656 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 — — 74,280 — 74,280 Total 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 Land rights and ground lease expense — 2,146 9,064 — 11,210 General and administrative — 19,397 11,315 — 30,712 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 — 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 — — (Decrease) increase, 0 0 0 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 |