Condensed Consolidating Financial Information | 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, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and June 30, 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. CONSOLIDATING BALANCE SHEET INFORMATION June 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ — $ — $ 8,957,622 $ — $ 8,957,622 Cash and cash equivalents 376,842 — — — 376,842 Tenant and other receivables, net 245 — 3,921 — 4,166 Intercompany 552,831 — — (552,831 ) — Prepaid expenses and other assets 8,819 — — — 8,819 Investments in subsidiaries 8,288,473 — — (8,288,473 ) — Above market lease, asset — — 45,374 — 45,374 $ 9,227,210 $ — $ 9,006,917 $ (8,841,304 ) $ 9,392,823 Debt, net 3,601,214 — — — 3,601,214 Due to MGM Resorts International and affiliates — — 233 — 233 Intercompany — — 552,831 (552,831 ) — Accounts payable, accrued expenses, and other liabilities 5,077 — 3,752 — 8,829 Above market lease, liability — — 47,513 — 47,513 Accrued interest 17,580 — — — 17,580 Distribution payable 95,995 — — — 95,995 Deferred revenue — — 88,747 — 88,747 Deferred income taxes, net — — 25,368 — 25,368 Total liabilities 3,719,866 — 718,444 (552,831 ) 3,885,479 General partner — — — — — Limited partners 5,507,344 — 8,288,473 (8,288,473 ) 5,507,344 Total partners' capital 5,507,344 — 8,288,473 (8,288,473 ) 5,507,344 Total liabilities and partners' capital $ 9,227,210 $ — $ 9,006,917 $ (8,841,304 ) $ 9,392,823 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 June 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 163,177 $ — $ 163,177 Tenants reimbursements and other — — 21,279 — 21,279 — — 184,456 — 184,456 Expenses Depreciation — — 60,227 — 60,227 Property transactions, net — — 10,587 — 10,587 Property taxes — — 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 expense Interest income 881 — — — 881 Interest expense (44,818 ) — — — (44,818 ) Other non-operating (1,178 ) — — — (1,178 ) (45,115 ) — — — (45,115 ) Income (loss) before income taxes 43,875 — 92,828 (91,651 ) 45,052 Provision for income taxes — — (1,177 ) — (1,177 ) Net income (loss) $ 43,875 $ — $ 91,651 $ (91,651 ) $ 43,875 Other comprehensive income (loss) Net income (loss) 43,875 — 91,651 (91,651 ) 43,875 Unrealized loss on cash flow hedges (4,112 ) — — — (4,112 ) Comprehensive income (loss) $ 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 Tenants reimbursements and other — — 42,001 — 42,001 — — 368,355 — 368,355 Expenses Depreciation — — 121,911 — 121,911 Property transactions, net — — 17,442 — 17,442 Property taxes — — 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 expense Interest income 1,559 — — — 1,559 Interest expense (89,454 ) — — — (89,454 ) Other non-operating (1,312 ) — — — (1,312 ) (89,207 ) — — — (89,207 ) Income (loss) before income taxes 90,567 — 187,530 (185,115 ) 92,982 Provision for income taxes — — (2,415 ) — (2,415 ) Net income (loss) $ 90,567 $ — $ 185,115 $ (185,115 ) $ 90,567 Other comprehensive income (loss) Net income (loss) 90,567 — 185,115 (185,115 ) 90,567 Unrealized loss on cash flow hedges (4,746 ) — — — (4,746 ) Comprehensive income (loss) $ 85,821 $ — $ 185,115 $ (185,115 ) $ 85,821 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended June 30, 2016 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 101,253 $ — $ 101,253 Tenants reimbursements and other — — 9,650 — 9,650 — — 110,903 — 110,903 Expenses Depreciation — — 53,123 — 53,123 Property transactions, net — — 335 — 335 Property taxes — — 13,305 — 13,305 Property insurance — — 559 — 559 Amortization of above market lease, net — — — — — Acquisition-related expenses 599 — — — 599 General and administrative 3,789 — — — 3,789 4,388 — 67,322 — 71,710 Operating income (loss) (4,388 ) — 43,581 — 39,193 Equity in earnings of subsidiaries 43,581 — — (43,581 ) — Non-operating expense Interest expense (29,475 ) — — — (29,475 ) Other non-operating (72 ) — — — (72 ) (29,547 ) — — — (29,547 ) Income (loss) before income taxes 9,646 — 43,581 (43,581 ) 9,646 Provision for income taxes — — — — — Net income (loss) $ 9,646 $ — $ 43,581 $ (43,581 ) $ 9,646 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Six Months Ended June 30, 2016 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 101,253 $ — $ 101,253 Tenants reimbursements and other — — 9,650 — 9,650 — — 110,903 — 110,903 Expenses Depreciation — — 104,600 — 104,600 Property transactions, net — — 1,209 — 1,209 Property taxes — — 26,541 — 26,541 Property insurance — — 2,943 — 2,943 Amortization of above market lease, net — — — — — Acquisition-related expenses 599 — — — 599 General and administrative 3,789 — — — 3,789 4,388 — 135,293 — 139,681 Operating income (loss) (4,388 ) — (24,390 ) — (28,778 ) Equity in earnings of subsidiaries (24,390 ) — — 24,390 — Non-operating expense Interest expense (29,475 ) — — — (29,475 ) Other non-operating (72 ) — — — (72 ) (29,547 ) — — — (29,547 ) Income (loss) before income taxes (58,325 ) — (24,390 ) 24,390 (58,325 ) Provision for income taxes — — — — — Net income (loss) $ (58,325 ) $ — $ (24,390 ) $ 24,390 $ (58,325 ) 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 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 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Six Months Ended June 30, 2016 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (38,520 ) $ — $ 100,833 $ — $ 62,313 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 3,200,000 — — — 3,200,000 Deferred financing costs (68,207 ) — — — (68,207 ) Repayment of bridge facilities (4,000,000 ) — — — (4,000,000 ) Repayment of debt principal (8,375 ) — — — (8,375 ) Proceeds from purchase of operating partnership units by MGP 1,132,468 — — — 1,132,468 Cash received by Parent on behalf of Guarantor Subsidiaries 259,655 — (100,833 ) — 158,822 Net cash provided by (used in) financing activities 515,541 — (100,833 ) — 414,708 Cash and cash equivalents Net increase for the period 338,034 — — — 338,034 Balance, beginning of period — — — — — Balance, end of period $ 338,034 $ — $ — $ — $ 338,034 |