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 September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and September 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 September 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ — $ — $ 8,911,648 $ — $ 8,911,648 Cash and cash equivalents 1,138,801 — — — 1,138,801 Tenant and other receivables, net 475 — 5,629 — 6,104 Intercompany 387,115 — — (387,115 ) — Prepaid expenses and other assets 8,890 — — — 8,890 Investments in subsidiaries 8,381,136 — — (8,381,136 ) — Above market lease, asset — — 44,981 — 44,981 $ 9,916,417 $ — $ 8,962,258 $ (8,768,251 ) $ 10,110,424 Debt, net 3,940,803 — — — 3,940,803 Due to MGM Resorts International and affiliates — — 524 — 524 Intercompany — — 387,115 (387,115 ) — Accounts payable, accrued expenses, and other liabilities 6,652 — 5,629 — 12,281 Above market lease, liability — — 47,291 — 47,291 Accrued interest 27,393 — — — 27,393 Distribution payable 101,222 — — — 101,222 Deferred revenue — — 115,195 — 115,195 Deferred income taxes, net — — 25,368 — 25,368 Total liabilities 4,076,070 — 581,122 (387,115 ) 4,270,077 General partner — — — — — Limited partners 5,840,347 — 8,381,136 (8,381,136 ) 5,840,347 Total partners' capital 5,840,347 — 8,381,136 (8,381,136 ) 5,840,347 Total liabilities and partners' capital $ 9,916,417 $ — $ 8,962,258 $ (8,768,251 ) $ 10,110,424 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 September 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 163,178 $ — $ 163,178 Tenants reimbursements and other — — 19,620 — 19,620 — — 182,798 — 182,798 Expenses Depreciation — — 68,662 — 68,662 Property transactions, net — — 1,662 — 1,662 Property taxes — — 18,983 — 18,983 Amortization of above market lease, net — — 172 — 172 Acquisition-related expenses 1,059 — — — 1,059 General and administrative 2,882 — — — 2,882 3,941 — 89,479 — 93,420 Operating income (loss) (3,941 ) — 93,319 — 89,378 Equity in earnings of subsidiaries 91,831 — — (91,831 ) — Non-operating expense Interest income 1,480 — — — 1,480 Interest expense (45,544 ) — — — (45,544 ) Other non-operating (126 ) — — — (126 ) (44,190 ) — — — (44,190 ) Income (loss) before income taxes 43,700 — 93,319 (91,831 ) 45,188 Provision for income taxes — — (1,488 ) — (1,488 ) Net income (loss) $ 43,700 $ — $ 91,831 $ (91,831 ) $ 43,700 Other comprehensive income (loss) Net income (loss) 43,700 — 91,831 (91,831 ) 43,700 Unrealized gain on cash flow hedges 1,754 — — — 1,754 Comprehensive income (loss) $ 45,454 $ — $ 91,831 $ (91,831 ) $ 45,454 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Nine Months Ended September 30, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 489,532 $ — $ 489,532 Tenants reimbursements and other — — 61,621 — 61,621 — — 551,153 — 551,153 Expenses Depreciation — — 190,573 — 190,573 Property transactions, net — — 19,104 — 19,104 Property taxes — — 60,112 — 60,112 Amortization of above market lease, net — — 515 — 515 Acquisition-related expenses 1,059 — — — 1,059 General and administrative 8,223 — — — 8,223 9,282 — 270,304 — 279,586 Operating income (loss) (9,282 ) — 280,849 — 271,567 Equity in earnings of subsidiaries 276,946 — — (276,946 ) — Non-operating expense Interest income 3,039 — — — 3,039 Interest expense (134,998 ) — — — (134,998 ) Other non-operating (1,438 ) — — — (1,438 ) (133,397 ) — — — (133,397 ) Income (loss) before income taxes 134,267 — 280,849 (276,946 ) 138,170 Provision for income taxes — — (3,903 ) — (3,903 ) Net income (loss) $ 134,267 $ — $ 276,946 $ (276,946 ) $ 134,267 Other comprehensive income (loss) Net income (loss) 134,267 — 276,946 (276,946 ) 134,267 Unrealized loss on cash flow hedges (2,992 ) — — — (2,992 ) Comprehensive income (loss) $ 131,275 $ — $ 276,946 $ (276,946 ) $ 131,275 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended September 30, 2016 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 154,809 $ — $ 154,809 Tenants reimbursements and other — — 17,690 — 17,690 — — 172,499 — 172,499 Expenses Depreciation — — 54,260 — 54,260 Property transactions, net — — 1,442 — 1,442 Property taxes — — 17,690 — 17,690 Property insurance — — — — — Amortization of above market lease, net — — 114 — 114 Acquisition-related expenses 9,500 — — — 9,500 General and administrative 2,701 — — — 2,701 12,201 — 73,506 — 85,707 Operating income (loss) (12,201 ) — 98,993 — 86,792 Equity in earnings of subsidiaries 98,078 — — (98,078 ) — Non-operating expense Interest expense (42,839 ) — — — (42,839 ) Other non-operating (367 ) — — — (367 ) (43,206 ) — — — (43,206 ) Income (loss) before income taxes 42,671 — 98,993 (98,078 ) 43,586 Provision for income taxes — — (915 ) — (915 ) Net income (loss) $ 42,671 $ — $ 98,078 $ (98,078 ) $ 42,671 Other comprehensive income (loss) Net income (loss) 42,671 — 98,078 (98,078 ) 42,671 Unrealized loss on cash flow hedges — — — — — Comprehensive income (loss) $ 42,671 $ — $ 98,078 $ (98,078 ) $ 42,671 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Nine Months Ended September 30, 2016 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 256,062 $ — $ 256,062 Tenants reimbursements and other — — 27,340 — 27,340 — — 283,402 — 283,402 Expenses Depreciation — — 158,860 — 158,860 Property transactions, net — — 2,651 — 2,651 Property taxes — — 44,231 — 44,231 Property insurance — — 2,943 — 2,943 Amortization of above market lease, net — — 114 — 114 Acquisition-related expenses 10,099 — — — 10,099 General and administrative 6,490 — — — 6,490 16,589 — 208,799 — 225,388 Operating income (loss) (16,589 ) — 74,603 — 58,014 Equity in earnings of subsidiaries 73,688 — — (73,688 ) — Non-operating expense Interest expense (72,314 ) — — — (72,314 ) Other non-operating (439 ) — — — (439 ) (72,753 ) — — — (72,753 ) Income (loss) before income taxes (15,654 ) — 74,603 (73,688 ) (14,739 ) Provision for income taxes — — (915 ) — (915 ) Net income (loss) $ (15,654 ) $ — $ 73,688 $ (73,688 ) $ (15,654 ) Other comprehensive income (loss) Net income (loss) (15,654 ) — 73,688 (73,688 ) (15,654 ) Unrealized loss on cash flow hedges — — — — — Comprehensive income (loss) $ (15,654 ) $ — $ 73,688 $ (73,688 ) $ (15,654 ) CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Nine Months Ended September 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 $ (129,495 ) $ — $ 493,350 $ — $ 363,855 Cash flows from investing activities Net cash used in investing activities — — — — — Cash flows from financing activities Proceeds from issuance of debt 350,000 — — — 350,000 Deferred financing costs (5,381 ) — — — (5,381 ) Repayment of bridge facilities — — — — — Repayment of debt principal (33,500 ) — — — (33,500 ) Proceeds from purchase of operating partnership units by MGP 387,548 — — — 387,548 Distributions paid (284,213 ) — — — (284,213 ) Cash received by Parent on behalf of Guarantor Subsidiaries 493,350 — (493,350 ) — — Net cash provided by (used in) financing activities 907,804 — (493,350 ) — 414,454 Cash and cash equivalents Net increase for the period 778,309 — — — 778,309 Balance, beginning of period 360,492 — — — 360,492 Balance, end of period $ 1,138,801 $ — $ — $ — $ 1,138,801 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Nine Months Ended September 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 $ (243,412 ) $ — $ 425,833 $ — $ 182,421 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 (76,120 ) — — — (76,120 ) 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 (56,720 ) — — — (56,720 ) Cash received by Parent on behalf of Guarantor Subsidiaries 425,833 — (425,833 ) — — Net cash transfers from Parent 158,822 — — — 158,822 Net cash provided by (used in) financing activities 722,683 — (425,833 ) — 296,850 Cash and cash equivalents Net increase for the period 340,284 — — — 340,284 Balance, beginning of period — — — — — Balance, end of period $ 340,284 $ — $ — $ — $ 340,284 |