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 March 31, 2017 and December 31, 2016 and for the three months ended March 31, 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. Comparative information for the three months ended March 31, 2016 is not presented because such period precedes the date at which the Operating Partnership and its subsidiaries were formed. The financial information for all 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 March 31, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ — $ — $ 9,019,620 $ — $ 9,019,620 Cash and cash equivalents 368,298 — — — 368,298 Tenant and other receivables, net 319 — 4,293 — 4,612 Intercompany 717,674 — — (717,674 ) — Prepaid expenses and other assets 11,154 — — — 11,154 Investments in subsidiaries 8,195,645 — — (8,195,645 ) — Above market lease, asset — — 45,768 — 45,768 $ 9,293,090 $ — $ 9,069,681 $ (8,913,319 ) $ 9,449,452 Debt, net 3,606,973 — — — 3,606,973 Due to MGM Resorts International and affiliates — — 816 — 816 Intercompany — — 717,674 (717,674 ) — Accounts payable, accrued expenses, and other liabilities 2,953 — 1,876 — 4,829 Above market lease, liability — — 47,735 — 47,735 Accrued interest 27,018 — — — 27,018 Distribution payable 94,109 — — — 94,109 Deferred revenue — — 80,567 — 80,567 Deferred income taxes, net — — 25,368 — 25,368 Total liabilities 3,731,053 — 874,036 (717,674 ) 3,887,415 General partner — — — — — Limited partners 5,562,037 — 8,195,645 (8,195,645 ) 5,562,037 Total partners' capital 5,562,037 — 8,195,645 (8,195,645 ) 5,562,037 Total liabilities and partners' capital $ 9,293,090 $ — $ 9,069,681 $ (8,913,319 ) $ 9,449,452 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 Three Months Ended March 31, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 163,177 $ — $ 163,177 Tenants reimbursements and other — — 20,722 — 20,722 — — 183,899 — 183,899 Expenses Depreciation — — 61,684 — 61,684 Property transactions, net — — 6,855 — 6,855 Property taxes — — 20,487 — 20,487 Amortization of above market lease, net — — 171 — 171 General and administrative 2,680 — — — 2,680 2,680 — 89,197 — 91,877 Operating income (loss) (2,680 ) — 94,702 — 92,022 Equity in earnings of subsidiaries 93,464 — — (93,464 ) — Non-operating expense Interest income 678 — — — 678 Interest expense (44,636 ) — — — (44,636 ) Other non-operating (134 ) — — — (134 ) (44,092 ) — — — (44,092 ) Income (loss) before income taxes 46,692 — 94,702 (93,464 ) 47,930 Provision for income taxes — — (1,238 ) — (1,238 ) Net income (loss) $ 46,692 $ — $ 93,464 $ (93,464 ) $ 46,692 Other comprehensive income (loss) Net income (loss) 46,692 — 93,464 (93,464 ) 46,692 Unrealized loss on cash flow hedges (634 ) — — — (634 ) Comprehensive income (loss) $ 46,058 $ — $ 93,464 $ (93,464 ) $ 46,058 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Three Months Ended March 31, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (43,309 ) $ — $ 162,500 $ — $ 119,191 Cash flows from investing activities Net cash used in investing activities — — — — — Cash flows from financing activities Deferred financing costs (526 ) — — — (526 ) Repayment of debt principal (16,750 ) — — — (16,750 ) Distributions paid (94,109 ) — — — (94,109 ) Cash received by Parent on behalf of Guarantor Subsidiaries 162,500 — (162,500 ) — — Net cash provided by (used in) financing activities 51,115 — (162,500 ) — (111,385 ) Cash and cash equivalents Net increase for the period 7,806 — — — 7,806 Balance, beginning of period 360,492 — — — 360,492 Balance, end of period $ 368,298 $ — $ — $ — $ 368,298 |