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, 2018 and December 31, 2017 , statements of income for the three and nine months ended September 30, 2018 and 2017 and statements of cash flows for the nine months ended September 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 September 30, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Assets Real estate investments, net $ — $ 1,723,412 $ 1,861,227 $ — $ 3,584,639 Land rights, net — 57,385 574,581 — 631,966 Property and equipment, used in operations, net — 19,079 83,350 — 102,429 Investment in direct financing lease, net — — 2,600,398 — 2,600,398 Cash and cash equivalents — 1,143,272 19,502 — 1,162,774 Prepaid expenses — 5,135 4,121 805 10,061 Goodwill — — 75,521 — 75,521 Other intangible assets — — 9,577 — 9,577 Loan receivable — — 13,991 — 13,991 Intercompany loan receivable — 193,595 — (193,595 ) — Intercompany transactions and investment in subsidiaries 2,358,396 5,025,524 2,851,816 (10,235,736 ) — Deferred tax assets — — 4,973 — 4,973 Other assets — 65,971 33,598 — 99,569 Total assets $ 2,358,396 $ 8,233,373 $ 8,132,655 $ (10,428,526 ) $ 8,295,898 Liabilities Accounts payable $ — $ 1,764 $ 87 $ — $ 1,851 Accrued expenses — 2,347 6,562 — 8,909 Accrued interest — 92,093 — — 92,093 Accrued salaries and wages — 12,864 1,971 — 14,835 Gaming, property, and other taxes — 28,017 33,822 — 61,839 Income taxes — (90 ) (715 ) 805 — Long-term debt, net of unamortized debt issuance costs, bond premiums and original issuance discounts — 5,449,147 — — 5,449,147 Intercompany loan payable — — 193,595 (193,595 ) — Deferred rental revenue — 263,002 18,172 — 281,174 Deferred tax liabilities — — 279 — 279 Other liabilities — 25,834 1,541 — 27,375 Total liabilities — 5,874,978 255,314 (192,790 ) 5,937,502 Shareholders’ equity (deficit) Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2018) — — — — — Common stock ($.01 par value, 500,000,000 shares authorized, 214,037,994 shares issued and outstanding at September 30, 2018) 2,140 2,140 2,140 (4,280 ) 2,140 Additional paid-in capital 3,945,392 3,945,393 9,510,320 (13,455,713 ) 3,945,392 Retained accumulated (deficit) earnings (1,589,136 ) (1,589,138 ) (1,635,119 ) 3,224,257 (1,589,136 ) Total shareholders’ equity (deficit) 2,358,396 2,358,395 7,877,341 (10,235,736 ) 2,358,396 Total liabilities and shareholders’ equity (deficit) $ 2,358,396 $ 8,233,373 $ 8,132,655 $ (10,428,526 ) $ 8,295,898 Three months ended September 30, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 101,130 $ 69,146 $ — $ 170,276 Income from direct financing lease — — 30,843 — 30,843 Real estate taxes paid by tenants — 11,032 10,238 — 21,270 Total rental revenue and income from direct financing lease — 112,162 110,227 — 222,389 Gaming, food, beverage and other — — 31,750 — 31,750 Total revenues — 112,162 141,977 — 254,139 Operating expenses Gaming, food, beverage and other — — 18,962 — 18,962 Real estate taxes — 11,051 10,535 — 21,586 Land rights and ground lease expense — 1,920 4,564 — 6,484 General and administrative — 9,943 5,063 — 15,006 Depreciation — 22,946 4,321 — 27,267 Total operating expenses — 45,860 43,445 — 89,305 Income from operations — 66,302 98,532 — 164,834 Other income (expenses) Interest expense — (60,341 ) — — (60,341 ) Interest income — 907 511 — 1,418 Intercompany dividends and interest — 123,240 4,799 (128,039 ) — Total other income (expenses) — 63,806 5,310 (128,039 ) (58,923 ) Income (loss) before income taxes — 130,108 103,842 (128,039 ) 105,911 Income tax expense — 228 868 — 1,096 Net income (loss) $ — $ 129,880 $ 102,974 $ (128,039 ) $ 104,815 Nine months ended September 30, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Revenues Rental income $ — $ 304,716 $ 204,830 $ — $ 509,546 Income from direct financing lease — — 76,448 — 76,448 Real estate taxes paid by tenants — 33,108 30,923 — 64,031 Total rental revenue and income from direct financing lease — 337,824 312,201 — 650,025 Gaming, food, beverage and other — — 102,385 — 102,385 Total revenues — 337,824 414,586 — 752,410 Operating expenses Gaming, food, beverage and other — — 59,027 — 59,027 Real estate taxes — 33,165 31,816 — 64,981 Land rights and ground lease expense — 5,868 13,592 — 19,460 General and administrative — 39,880 16,392 — 56,272 Depreciation — 69,737 13,007 — 82,744 Total operating expenses — 148,650 133,834 — 282,484 Income from operations — 189,174 280,752 — 469,926 Other income (expenses) Interest expense — (171,464 ) — — (171,464 ) Interest income — 1,311 1,479 — 2,790 Losses on debt extinguishment — (3,473 ) — — (3,473 ) Intercompany dividends and interest — 340,331 9,382 (349,713 ) — Total other income (expenses) — 166,705 10,861 (349,713 ) (172,147 ) Income (loss) before income taxes — 355,879 291,613 (349,713 ) 297,779 Income tax expense — 627 3,567 — 4,194 Net income (loss) $ — $ 355,252 $ 288,046 $ (349,713 ) $ 293,585 Nine months ended September 30, 2018 Parent Guarantor Subsidiary Issuers Other Subsidiary Non-Issuers Eliminations Consolidated (in thousands) Operating activities Net income (loss) $ — $ 355,252 $ 288,046 $ (349,713 ) $ 293,585 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization — 70,987 19,939 — 90,926 Amortization of debt issuance costs, bond premiums and original issuance discounts — 9,278 — — 9,278 Paid-in-kind interest income — — (991 ) — (991 ) (Gains) losses on dispositions of property — 120 234 — 354 Deferred income taxes — — (299 ) — (299 ) Stock-based compensation — 7,878 — — 7,878 Straight-line rent adjustments — 42,983 6,167 — 49,150 Losses on debt extinguishment — 3,473 — — 3,473 (Increase) decrease, Prepaid expenses and other assets — (1,811 ) 204 833 (774 ) Intercompany — 294 (294 ) — — Increase (decrease), Accounts payable — 1,146 (10 ) — 1,136 Accrued expenses — 503 (19 ) — 484 Accrued interest — 58,852 — — 58,852 Accrued salaries and wages — 5,032 (1,006 ) — 4,026 Gaming, property and other taxes — (164 ) 422 — 258 Income taxes — 216 617 (833 ) — Other liabilities — 1,355 (473 ) — 882 Net cash provided by (used in) operating activities — 555,394 312,537 (349,713 ) 518,218 Investing activities Capital project expenditures — (20 ) — — (20 ) Capital maintenance expenditures — (51 ) (2,903 ) — (2,954 ) Proceeds from sale of property and equipment — 3,130 16 — 3,146 Acquisition of real estate assets — (15,552 ) — — (15,552 ) Collection of principal payments on investment in direct financing lease — — 37,241 — 37,241 Net cash provided by investing activities — (12,493 ) 34,354 — 21,861 Financing activities Dividends paid (404,602 ) — — — (404,602 ) Proceeds from exercise of options 3,698 — — — 3,698 Proceeds from issuance of long-term debt — 2,107,405 — — 2,107,405 Financing costs — (30,889 ) — — (30,889 ) Repayments of long-term debt — (1,080,087 ) — — (1,080,087 ) Premium and related costs paid on tender of senior unsecured notes — (1,884 ) — — (1,884 ) Intercompany financing 400,904 (400,908 ) (349,709 ) 349,713 — Net cash provided by (used in) financing activities — 593,637 (349,709 ) 349,713 593,641 Net increase (decrease) in cash and cash equivalents — 1,136,538 (2,818 ) — 1,133,720 Cash and cash equivalents at beginning of period — 6,734 22,320 — 29,054 Cash and cash equivalents at end of period $ — $ 1,143,272 $ 19,502 $ — $ 1,162,774 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 and outstanding 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 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 — — 35,017 — 35,017 Total 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 Land rights and ground lease expense — 1,853 4,564 — 6,417 General and administrative — 9,013 6,104 — 15,117 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 — — 109,297 — 109,297 Total 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 Land rights and ground lease expense — 3,999 13,628 — 17,627 General and administrative — 28,410 17,419 — 45,829 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 — 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 — — (Decrease) increase, 0 0 0 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 |