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, 2016 and December 31, 2015, statements of income for the three and nine months ended September 30, 2016 and 2015 and statements of cash flows for the nine months ended September 30, 2016 and 2015 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, 2016 Condensed Consolidating Balance Sheet	Parent Guarantor			Subsidiary Issuers			Other Subsidiary Non-Issuers			Eliminations			Consolidated
	(in thousands)
Assets
Real estate investments, net	$	—		$	1,886,252		$	1,882,522		$	—		$	3,768,774
Land rights, net	—			—			593,069			—			593,069
Property and equipment, used in operations, net	—			23,110			98,272			—			121,382
Investment in direct financing lease, net	—			—			2,728,716			—			2,728,716
Cash and cash equivalents	—			3,971			21,388			—			25,359
Prepaid expenses	—			5,114			3,878			519			9,511
Other current assets	—			39,880			18,103			—			57,983
Goodwill	—			—			75,521			—			75,521
Other intangible assets	—			—			9,577			—			9,577
Debt issuance costs, net of accumulated amortization of $9,500 at September 30, 2016	—			—			—			—			—
Loan receivable	—			—			26,738			—			26,738
Intercompany loan receivable	—			193,595			—			(193,595		)	—
Intercompany transactions and investment in subsidiaries	2,449,660			5,239,292			2,969,761			(10,658,713		)	—
Deferred tax assets, non-current				—			3,384			—			3,384
Other assets	—			256			1,050			—			1,306
Total assets	$	2,449,660		$	7,391,470		$	8,431,979		$	(10,851,789	)	$	7,421,320

Liabilities
Accounts payable	$	—		$	367		$	221		$	—		$	588
Accrued expenses	—			917			6,373			—			7,290
Accrued interest	—			73,367			—			—			73,367
Accrued salaries and wages	—			6,275			1,946			—			8,221
Gaming, property, and other taxes	—			27,579			18,537			—			46,116
Income taxes	—			3			(522		)	519			—
Current maturities of long-term debt	—			106			—			—			106
Other current liabilities	—			22,372			1,951			—			24,323
Long-term debt, net of current maturities and unamortized debt issuance costs	—			4,661,577			—			—			4,661,577
Intercompany loan payable	—			—			193,595			(193,595		)	—
Deferred rental revenue	—			149,247			560			—			149,807
Deferred tax liabilities, non-current	—			—			265			—			265
Total liabilities	—			4,941,810			222,926			(193,076		)	4,971,660

Shareholders’ (deficit) equity
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at September 30, 2016)	—			—			—			—			—
Common stock ($.01 par value, 500,000,000 shares authorized, 207,115,019 shares issued at September 30, 2016)	2,071			2,071			2,071			(4,142		)	2,071
Additional paid-in capital	3,745,505			3,745,507			9,332,507			(13,078,014		)	3,745,505
Retained accumulated (deficit) earnings	(1,297,916		)	(1,297,918		)	(1,125,525		)	2,423,443			(1,297,916		)
Total shareholders’ (deficit) equity	2,449,660			2,449,660			8,209,053			(10,658,713		)	2,449,660
Total liabilities and shareholders’ (deficit) equity	$	2,449,660		$	7,391,470		$	8,431,979		$	(10,851,789	)	$	7,421,320



Three months ended September 30, 2016 Condensed Consolidating Statement of Operations	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	—		—			32,770			—			32,770
Food, beverage and other	—		—			2,613			—			2,613
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	—		—			18,080			—			18,080
Food, beverage and other	—		—			2,037			—			2,037
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 Condensed Consolidating Statement of Operations	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	—		—			103,692			—			103,692
Food, beverage and other	—		—			8,221			—			8,221
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	—		—			56,119			—			56,119
Food, beverage and other	—		—			6,174			—			6,174
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 Condensed Consolidating Statement of Cash Flows	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 and amortization	—			70,218			14,901			—			85,119
Amortization of debt issuance costs	—			11,889			—			—			11,889
Gains 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 current assets	—			8,559			(369		)	2,403			10,593
Other assets	—			—			(658		)	—			(658		)
Intercompany	—			365			(365		)	—			—
Increase (decrease),
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 current and non-current 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, net of reimbursements	—			(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		)
Repayments 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



At December 31, 2015 Condensed Consolidating Balance Sheet	Parent Guarantor			Subsidiary Issuers			Other Subsidiary Non-Issuers			Eliminations			Consolidated
	(in thousands)
Assets
Real estate investments, net	$	—		$	1,955,290		$	134,769		$	—		$	2,090,059
Property and equipment, used in operations, net	—			24,494			105,253			—			129,747
Cash and cash equivalents	—			8,716			33,159			—			41,875
Prepaid expenses	—			3,768			1,218			2,922			7,908
Other current assets	—			54,838			2,883			—			57,721
Goodwill	—			—			75,521			—			75,521
Other intangible assets	—			—			9,577			—			9,577
Debt issuance costs, net of accumulated amortization of $5,937 at December 31, 2015	—			3,563			—			—			3,563
Loan receivable	—			—			29,350			—			29,350
Intercompany loan receivable	—			193,595			—			(193,595		)	—
Intercompany transactions and investment in subsidiaries	(253,514		)	191,112			(46,418		)	108,820			—
Deferred tax assets, non-current	—			—			2,554			(107		)	2,447
Other assets	—			256			131			—			387
Total assets	$	(253,514	)	$	2,435,632		$	347,997		$	(81,960	)	$	2,448,155

Liabilities
Accounts payable	$	—		$	127		$	279		$	—		$	406
Accrued expenses	—			4,737			4,843			—			9,580
Accrued interest	—			17,623			—			—			17,623
Accrued salaries and wages	—			10,728			2,991			—			13,719
Gaming, property, and other taxes	—			21,949			2,753			—			24,702
Income taxes	—			(41		)	(2,881		)	2,922			—
Current maturities of long-term debt	—			102			—			—			102
Other current liabilities	—			16,303			1,384			—			17,687
Long-term debt, net of current maturities and unamortized debt issuance costs	—			2,510,239			—			—			2,510,239
Intercompany loan payable	—			—			193,595			(193,595		)	—
Deferred rental revenue	—			107,379			—			—			107,379
Deferred tax liabilities, non-current	—			—			339			(107		)	232
Total liabilities	—			2,689,146			203,303			(190,780		)	2,701,669

Shareholders’ (deficit) equity
Preferred stock ($.01 par value, 50,000,000 shares authorized, no shares issued or outstanding at December 31, 2015)	—			—			—			—			—
Common stock ($.01 par value, 500,000,000 shares authorized, 115,594,321 shares issued at December 31, 2015)	1,156			1,156			1,156			(2,312		)	1,156
Additional paid-in capital	935,220			935,221			1,088,058			(2,023,279		)	935,220
Retained accumulated (deficit) earnings	(1,189,890		)	(1,189,891		)	(944,520		)	2,134,411			(1,189,890		)
Total shareholders’ (deficit) equity	(253,514		)	(253,514		)	144,694			108,820			(253,514		)
Total liabilities and shareholders’ (deficit) equity	$	(253,514	)	$	2,435,632		$	347,997		$	(81,960	)	$	2,448,155



Three months ended September 30, 2015 Condensed Consolidating Statement of Operations	Parent Guarantor		Subsidiary Issuers			Other Subsidiary Non- Issuers			Eliminations			Consolidated
	(in thousands)
Revenues
Rental income	$	—	$	94,254		$	3,500		$	—		$	97,754
Income from direct financing lease	—		—			—			—			—
Real estate taxes paid by tenants	—		13,266			512			—			13,778
Total rental revenue and income from direct financing lease	—		107,520			4,012			—			111,532
Gaming	—		—			34,915			—			34,915
Food, beverage and other	—		—			2,794			—			2,794
Total revenues	—		107,520			41,721			—			149,241
Less promotional allowances	—		—			(1,449		)	—			(1,449		)
Net revenues	—		107,520			40,272			—			147,792
Operating expenses
Gaming	—		—			19,357			—			19,357
Food, beverage and other	—		—			2,128			—			2,128
Real estate taxes	—		13,266			908			—			14,174
General and administrative	—		13,521			5,764			—			19,285
Depreciation	—		23,576			3,981			—			27,557
Total operating expenses	—		50,363			32,138			—			82,501
Income from operations	—		57,157			8,134			—			65,291

Other income (expenses)
Interest expense	—		(31,226		)	—			—			(31,226		)
Interest income	—		(1		)	582			—			581
Intercompany dividends and interest	—		6,101			2,399			(8,500		)	—
Total other income (expenses)	—		(25,126		)	2,981			(8,500		)	(30,645		)

Income (loss) before income taxes	—		32,031			11,115			(8,500		)	34,646
Income tax expense	—		226			1,191			—			1,417
Net income (loss)	$	—	$	31,805		$	9,924		$	(8,500	)	$	33,229



Nine months ended September 30, 2015 Condensed Consolidating Statement of Operations	Parent Guarantor		Subsidiary Issuers			Other Subsidiary Non- Issuers			Eliminations			Consolidated
	(in thousands)
Revenues
Rental income	$	—	$	283,097		$	10,500		$	—		$	293,597
Income from direct financing lease	—		—			—			—			—
Real estate taxes paid by tenants	—		38,575			1,496			—			40,071
Total rental revenue and income from direct financing lease	—		321,672			11,996			—			333,668
Gaming	—		—			108,425			—			108,425
Food, beverage and other	—		—			8,464			—			8,464
Total revenues	—		321,672			128,885			—			450,557
Less promotional allowances	—		—			(4,193		)	—			(4,193		)
Net revenues	—		321,672			124,692			—			446,364
Operating expenses
Gaming	—		—			58,644			—			58,644
Food, beverage and other	—		—			6,489			—			6,489
Real estate taxes	—		38,575			2,563			—			41,138
General and administrative	—		46,665			17,881			—			64,546
Depreciation	—		70,840			11,745			—			82,585
Total operating expenses	—		156,080			97,322			—			253,402
Income from operations	—		165,592			27,370			—			192,962

Other income (expenses)
Interest expense	—		(90,373		)	—			—			(90,373		)
Interest income	—		10			1,751			—			1,761
Intercompany dividends and interest	—		23,790			4,196			(27,986		)	—
Total other income (expenses)	—		(66,573		)	5,947			(27,986		)	(88,612		)

Income (loss) before income taxes	—		99,019			33,317			(27,986		)	104,350
Income tax expense	—		1,222			4,779			—			6,001
Net income (loss)	$	—	$	97,797		$	28,538		$	(27,986	)	$	98,349



Nine months ended September 30, 2015 Condensed Consolidating Statement of Cash Flows	Parent Guarantor			Subsidiary Issuers			Other Subsidiary Non-Issuers			Eliminations			Consolidated
	(in thousands)
Operating activities
Net income (loss)	$	—		$	97,797		$	28,538		$	(27,986	)	$	98,349
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	—			70,840			11,745			—			82,585
Amortization of debt issuance costs	—			7,730			—			—			7,730
Losses on dispositions of property	—			56			33			—			89
Deferred income taxes	—			—			(2,179		)	—			(2,179		)
Stock-based compensation	—			12,658			—			—			12,658
Straight-line rent adjustments	—			41,869			—			—			41,869
(Increase) decrease,
Prepaid expenses and other current assets	—			(2,831		)	1,102			703			(1,026		)
Other assets	—			—			(2		)	—			(2		)
Intercompany	—			2,467			(2,467		)	—			—
(Decrease) increase,	0			0						0
Accounts payable	—			(104		)	120			—			16
Accrued expenses	—			3,871			(237		)	—			3,634
Accrued interest	—			25,005			—			—			25,005
Accrued salaries and wages	—			(912		)	10			—			(902		)
Gaming, property and other taxes	—			(951		)	264			—			(687		)
Income taxes	—			165			538			(703		)	—
Other current and non-current liabilities	—			(223		)	(91		)	—			(314		)
Net cash provided by (used in) operating activities	—			257,437			37,374			(27,986		)	266,825
Investing activities
Capital project expenditures, net of reimbursements	—			(7,802		)	(5,897		)	—			(13,699		)
Capital maintenance expenditures	—			—			(2,108		)	—			(2,108		)
Proceeds from sale of property and equipment	—			111			6			—			117
Principal payments on loan receivable	—			—			1,613			—			1,613
Net cash used in investing activities	—			(7,691		)	(6,386		)	—			(14,077		)
Financing activities
Dividends paid	(188,470		)	—			—			—			(188,470		)
Proceeds from exercise of options	17,250			—			—			—			17,250
Financing costs	—			(6,688		)	—			—			(6,688		)
Payments of long-term debt	—			(68,073		)	—			—			(68,073		)
Intercompany financing	168,577			(168,628		)	(27,935		)	27,986			—
Net cash (used in) provided by financing activities	(2,643		)	(243,389		)	(27,935		)	27,986			(245,981		)
Net (decrease) increase in cash and cash equivalents	(2,643		)	6,357			3,053			—			6,767
Cash and cash equivalents at beginning of period	2,643			4,450			28,880			—			35,973
Cash and cash equivalents at end of period	$	—		$	10,807		$	31,933		$	—		$	42,740