CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Operating Partnership’s senior notes were co-issued by MGP Finance Co-Issuer, Inc., a 100% owned finance subsidiary of the Operating Partnership. Obligations to pay principal and interest on the senior notes are currently guaranteed by all of the Operating Partnership’s subsidiaries, other than MGP Finance Co-Issuer, Inc., each of which is directly or indirectly 100% owned by the Operating Partnership. Such guarantees are full and unconditional, and joint and several and are subject to release in accordance with the events described below. Separate condensed financial information for the subsidiary guarantors as of June 30, 2018 and December 31, 2017 and for the six months ended June 30, 2018 and June 30, 2017 are presented below. The guarantee of a subsidiary guarantor will be automatically released upon (i) a sale or other disposition (including by way of consolidation or merger) of the subsidiary guarantor, or the capital stock of the subsidiary guarantor; (ii) the sale or disposition of all or substantially all of the assets of the subsidiary guarantor; (iii) the designation in accordance with the indenture of a subsidiary guarantor as an unrestricted subsidiary; (iv) at such time as such subsidiary guarantor is no longer a subsidiary guarantor or other obligor with respect to any credit facilities or capital markets indebtedness of the Operating Partnership; or (v) defeasance or discharge of the notes. CONSOLIDATING BALANCE SHEET INFORMATION June 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 636 $ — $ 9,880,022 $ — $ 9,880,658 Cash and cash equivalents 289,909 — — — 289,909 Tenant and other receivables, net 376 — 3,821 — 4,197 Intercompany 1,001,634 — — (1,001,634 ) — Prepaid expenses and other assets 51,500 — — — 51,500 Investments in subsidiaries 8,699,073 — — (8,699,073 ) — Above market lease, asset — — 43,801 — 43,801 Total assets $ 10,043,128 $ — $ 9,927,644 $ (9,700,707 ) $ 10,270,065 Debt, net 3,923,224 — — — 3,923,224 Due to MGM Resorts International and affiliates 147 — — — 147 Intercompany — — 1,001,634 (1,001,634 ) — Accounts payable, accrued expenses and other liabilities 5,936 — 3,822 — 9,758 Above market lease, liability — — 46,625 — 46,625 Accrued interest 25,119 — — — 25,119 Dividend and distribution payable 114,399 — — — 114,399 Deferred revenue — — 147,946 — 147,946 Deferred income taxes, net — — 28,544 — 28,544 Total liabilities 4,068,825 — 1,228,571 (1,001,634 ) 4,295,762 General partner — — — — — Limited partners 5,974,303 — 8,699,073 (8,699,073 ) 5,974,303 Total partners' capital 5,974,303 — 8,699,073 (8,699,073 ) 5,974,303 Total liabilities and partners’ capital $ 10,043,128 $ — $ 9,927,644 $ (9,700,707 ) $ 10,270,065 CONSOLIDATING BALANCE SHEET INFORMATION December 31, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 488 $ — $ 10,021,450 $ — $ 10,021,938 Cash and cash equivalents 259,722 — — — 259,722 Tenant and other receivables, net 299 — 6,086 — 6,385 Intercompany 1,383,397 — — (1,383,397 ) — Prepaid expenses and other assets 18,487 — — — 18,487 Investments in subsidiaries 8,479,388 — — (8,479,388 ) — Above market lease, asset — — 44,588 — 44,588 Total assets $ 10,141,781 $ — $ 10,072,124 $ (9,862,785 ) $ 10,351,120 Debt, net 3,934,628 — — — 3,934,628 Due to MGM Resorts International and affiliates 962 — — — 962 Intercompany — — 1,383,397 (1,383,397 ) — Accounts payable, accrued expenses and other liabilities 4,154 — 6,086 — 10,240 Above market lease, liability — — 47,069 — 47,069 Accrued interest 22,565 — — — 22,565 Dividend and distribution payable 111,733 — — — 111,733 Deferred revenue — — 127,640 — 127,640 Deferred income taxes, net — — 28,544 — 28,544 Total liabilities 4,074,042 — 1,592,736 (1,383,397 ) 4,283,381 General partner — — — — — Limited partners 6,067,739 — 8,479,388 (8,479,388 ) 6,067,739 Total partners' capital 6,067,739 — 8,479,388 (8,479,388 ) 6,067,739 Total liabilities and partners’ capital $ 10,141,781 $ — $ 10,072,124 $ (9,862,785 ) $ 10,351,120 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended June 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 186,563 $ — $ 186,563 Tenant reimbursements and other — — 33,827 — 33,827 — — 220,390 — 220,390 Expenses Depreciation 15 — 67,459 — 67,474 Property transactions, net — — 14,426 — 14,426 Reimbursable expenses — — 32,907 — 32,907 Amortization of above market lease, net — — 172 — 172 Acquisition-related expenses 2,131 — — — 2,131 General and administrative 2,755 — — — 2,755 4,901 — 114,964 — 119,865 Operating income (loss) (4,901 ) — 105,426 — 100,525 Equity in earnings of subsidiaries 104,163 — — (104,163 ) — Non-operating income (expense) Interest income 1,278 — — — 1,278 Interest expense (49,276 ) — — — (49,276 ) Other non-operating expenses (3,205 ) — — — (3,205 ) (51,203 ) — — — (51,203 ) Income before income taxes 48,059 — 105,426 (104,163 ) 49,322 Provision for income taxes — — (1,263 ) — (1,263 ) Net income $ 48,059 $ — $ 104,163 $ (104,163 ) $ 48,059 Other comprehensive income Net income 48,059 — 104,163 (104,163 ) 48,059 Unrealized gain on cash flow hedges, net 6,281 — — — 6,281 Comprehensive income $ 54,340 $ — $ 104,163 $ (104,163 ) $ 54,340 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Six Months Ended June 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 373,126 $ — $ 373,126 Tenant reimbursements and other — — 63,103 — 63,103 — — 436,229 — 436,229 Expenses Depreciation 42 — 136,423 — 136,465 Property transactions, net — — 18,512 — 18,512 Reimbursable expenses — — 61,267 — 61,267 Amortization of above market lease, net — — 343 — 343 Acquisition-related expenses 2,672 — — — 2,672 General and administrative 6,663 — — — 6,663 9,377 — 216,545 — 225,922 Operating income (loss) (9,377 ) — 219,684 — 210,307 Equity in earnings of subsidiaries 217,190 — — (217,190 ) — Non-operating income (expense) Interest income 2,310 — — — 2,310 Interest expense (98,506 ) — — — (98,506 ) Other non-operating expenses (5,389 ) — — — (5,389 ) (101,585 ) — — — (101,585 ) Income before income taxes 106,228 — 219,684 (217,190 ) 108,722 Provision for income taxes — — (2,494 ) — (2,494 ) Net income $ 106,228 $ — $ 217,190 $ (217,190 ) $ 106,228 Other comprehensive income Net income 106,228 — 217,190 (217,190 ) 106,228 Unrealized gain on cash flow hedges, net 22,636 — — — 22,636 Comprehensive income $ 128,864 $ — $ 217,190 $ (217,190 ) $ 128,864 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended June 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 163,177 $ — $ 163,177 Tenant reimbursements and other — — 21,279 — 21,279 — — 184,456 — 184,456 Expenses Depreciation — — 60,227 — 60,227 Property transactions, net — — 10,587 — 10,587 Reimbursable expenses — — 20,642 — 20,642 Amortization of above market lease, net — — 172 — 172 General and administrative 2,661 — — — 2,661 2,661 — 91,628 — 94,289 Operating income (loss) (2,661 ) — 92,828 — 90,167 Equity in earnings of subsidiaries 91,651 — — (91,651 ) — Non-operating income (expense) Interest income 881 — — — 881 Interest expense (44,818 ) — — — (44,818 ) Other non-operating expenses (1,178 ) — — — (1,178 ) (45,115 ) — — — (45,115 ) Income before income taxes 43,875 — 92,828 (91,651 ) 45,052 Provision for income taxes — — (1,177 ) — (1,177 ) Net income $ 43,875 $ — $ 91,651 $ (91,651 ) $ 43,875 Other comprehensive income Net income 43,875 — 91,651 (91,651 ) 43,875 Unrealized loss on cash flow hedges, net (4,112 ) — — — (4,112 ) Comprehensive income $ 39,763 $ — $ 91,651 $ (91,651 ) $ 39,763 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Six Months Ended June 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 326,354 $ — $ 326,354 Tenant reimbursements and other — — 42,001 — 42,001 — — 368,355 — 368,355 Expenses Depreciation — — 121,911 — 121,911 Property transactions, net — — 17,442 — 17,442 Reimbursable expenses — — 41,129 — 41,129 Amortization of above market lease, net — — 343 — 343 General and administrative 5,341 — — — 5,341 5,341 — 180,825 — 186,166 Operating income (loss) (5,341 ) — 187,530 — 182,189 Equity in earnings of subsidiaries 185,115 — — (185,115 ) — Non-operating income (expense) Interest income 1,559 — — — 1,559 Interest expense (89,454 ) — — — (89,454 ) Other non-operating expenses (1,312 ) — — — (1,312 ) (89,207 ) — — — (89,207 ) Income before income taxes 90,567 — 187,530 (185,115 ) 92,982 Provision for income taxes — — (2,415 ) — (2,415 ) Net income $ 90,567 $ — $ 185,115 $ (185,115 ) $ 90,567 Other comprehensive income Net income 90,567 — 185,115 (185,115 ) 90,567 Unrealized loss on cash flow hedges, net (4,746 ) — — — (4,746 ) Comprehensive income $ 85,821 $ — $ 185,115 $ (185,115 ) $ 85,821 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Six Months Ended June 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (97,428 ) $ — $ 381,761 $ — $ 284,333 Cash flows from investing activities Capital expenditures for property and equipment (190 ) — — — (190 ) Net cash used in investing activities (190 ) — — — (190 ) Cash flows from financing activities Deferred financing costs (17,490 ) — — — (17,490 ) Repayment of debt (13,000 ) — — — (13,000 ) Distributions paid (223,466 ) — — — (223,466 ) Cash received by Parent on behalf of Guarantor Subsidiaries 381,761 — (381,761 ) — — Net cash provided by (used in) financing activities 127,805 — (381,761 ) — (253,956 ) Cash and cash equivalents Net increase for the period 30,187 — — — 30,187 Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 289,909 $ — $ — $ — $ 289,909 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Six Months Ended June 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (97,207 ) $ — $ 327,925 $ — $ 230,718 Cash flows from investing activities Capital expenditures for property and equipment — — — — — Net cash used in investing activities — — — — — Cash flows from financing activities Deferred financing costs (1,024 ) — — — (1,024 ) Repayment of debt principal (25,125 ) — — — (25,125 ) Distributions paid (188,219 ) — — — (188,219 ) Cash received by Parent on behalf of Guarantor Subsidiaries 327,925 — (327,925 ) — — Net cash provided by (used in) financing activities 113,557 — (327,925 ) — (214,368 ) Cash and cash equivalents Net increase for the period 16,350 — — — 16,350 Balance, beginning of period 360,492 — — — 360,492 Balance, end of period $ 376,842 $ — $ — $ — $ 376,842 |