Consolidating Financial Information | CONSOLIDATING FINANCIAL INFORMATION The Operating Partnership’s senior notes were co-issued by the Operating Partnership and 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 December 31, 2016 and for the year ended December 31, 2016 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. Comparative information as of and for the years ended December 31, 2014 and 2015 is not presented because such dates and periods precede the date at which the Operating Partnership and its subsidiaries were formed. The financial information for all dates and periods preceding the formation of the Operating Partnership and its subsidiaries is solely attributable to the Predecessor, which following the IPO Date, has been combined retrospectively with the Operating Partnership and its subsidiaries for all periods, as discussed in Note 2. Consequently, consolidating financial information for periods preceding the formation of the Operating Partnership and its subsidiaries would be presented entirely within the guarantor column and would be the same as the Operating Partnership's combined financial statements. CONSOLIDATING BALANCE SHEET INFORMATION December 31, 2016 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ — $ — $ 9,079,678 $ — $ 9,079,678 Cash and cash equivalents 360,492 — — — 360,492 Tenant and other receivables, net 2,059 — 7,444 — 9,503 Intercompany 880,823 — — (880,823 ) — Prepaid expenses and other assets 9,167 — 1,739 — 10,906 Investments in subsidiaries 8,100,942 — — (8,100,942 ) — Above market lease, asset — — 46,161 — 46,161 $ 9,353,483 $ — $ 9,135,022 $ (8,981,765 ) $ 9,506,740 Debt, net 3,621,942 — — — 3,621,942 Due to MGM Resorts International and affiliates — — 166 — 166 Intercompany — — 880,823 (880,823 ) — Accounts payable, accrued expenses, and other liabilities 3,034 — 7,444 — 10,478 Above market lease, liability — — 47,957 — 47,957 Accrued interest 26,137 — — — 26,137 Distribution payable 94,109 — — — 94,109 Deferred revenue — — 72,322 — 72,322 Deferred income taxes, net — — 25,368 — 25,368 Total liabilities 3,745,222 — 1,034,080 (880,823 ) 3,898,479 General partner — — — — — Limited partners 5,608,261 — 8,100,942 (8,100,942 ) 5,608,261 Total partners' capital 5,608,261 — 8,100,942 (8,100,942 ) 5,608,261 Total liabilities and partners' capital $ 9,353,483 $ — $ 9,135,022 $ (8,981,765 ) $ 9,506,740 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Year Ended December 31, 2016 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 419,239 $ — $ 419,239 Tenants reimbursements and other — — 48,309 — 48,309 — — 467,548 — 467,548 Expenses Depreciation — — 220,667 — 220,667 Property transactions, net — — 4,684 — 4,684 Property taxes — — 65,120 — 65,120 Property insurance — — 2,943 — 2,943 Amortization of above market lease, net — — 286 — 286 Acquisition-related expenses 10,178 — — — 10,178 General and administrative 9,896 — — — 9,896 20,074 — 293,700 — 313,774 Operating income (loss) (20,074 ) — 173,848 — 153,774 Equity in earnings of subsidiaries 171,584 — — (171,584 ) — Non-operating expense Interest income 774 — — — 774 Interest expense (116,212 ) — — — (116,212 ) Other non-operating (726 ) — — — (726 ) (116,164 ) — — — (116,164 ) Income (loss) before income taxes 35,346 — 173,848 (171,584 ) 37,610 Provision for income taxes — — (2,264 ) — (2,264 ) Net income (loss) $ 35,346 $ — $ 171,584 $ (171,584 ) $ 35,346 Other comprehensive income (loss) Net income (loss) 35,346 — 171,584 (171,584 ) 35,346 Unrealized gain on cash flow hedges 1,879 — — — 1,879 Comprehensive income (loss) $ 37,225 $ — $ 171,584 $ (171,584 ) $ 37,225 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Year Ended December 31, 2016 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (99,884 ) $ — $ 397,665 $ — $ 297,781 Cash flows from investing activities Capital expenditures for property and equipment funded by Parent — — (138,987 ) — (138,987 ) Net cash used in investing activities — — (138,987 ) — (138,987 ) Cash flows from financing activities Proceeds from issuance of debt 3,700,000 — — — 3,700,000 Deferred financing costs (77,163 ) — — — (77,163 ) Repayment of bridge facilities (4,544,850 ) — — — (4,544,850 ) Repayment of debt principal (16,750 ) — — — (16,750 ) Proceeds from purchase of Operating Partnership units by MGP 1,132,468 — — — 1,132,468 Distributions paid (150,829 ) — — — (150,829 ) Cash received by Parent on behalf of Guarantor Subsidiaries 417,500 — (417,500 ) — — Net cash transfers from Parent — — 158,822 — 158,822 Net cash provided by financing activities 460,376 — (258,678 ) — 201,698 Cash and cash equivalents Net increase for the period 360,492 — — — 360,492 Balance, beginning of period — — — — — Balance, end of period $ 360,492 $ — $ — $ — $ 360,492 |