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 March 31, 2018 and December 31, 2017 and for the three ended March 31, 2018 and 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. CONSOLIDATING BALANCE SHEET INFORMATION March 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 639 $ — $ 9,948,771 $ — $ 9,949,410 Cash and cash equivalents 280,117 — — — 280,117 Tenant and other receivables, net 426 — 1,911 — 2,337 Intercompany 1,194,220 — — (1,194,220 ) — Prepaid expenses and other assets 33,936 — — — 33,936 Investments in subsidiaries 8,593,646 — — (8,593,646 ) — Above market lease, asset — — 44,194 — 44,194 Total assets $ 10,102,984 $ — $ 9,994,876 $ (9,787,866 ) $ 10,309,994 Debt, net 3,925,203 — — — 3,925,203 Due to MGM Resorts International and affiliates 302 — — — 302 Intercompany — — 1,194,220 (1,194,220 ) — Accounts payable, accrued expenses and other liabilities 2,685 — 1,911 — 4,596 Above market lease, liability — — 46,847 — 46,847 Accrued interest 30,515 — — — 30,515 Dividend and distribution payable 111,733 — — — 111,733 Deferred revenue — — 129,708 — 129,708 Deferred income taxes, net — — 28,544 — 28,544 Total liabilities 4,070,438 — 1,401,230 (1,194,220 ) 4,277,448 General partner — — — — — Limited partners 6,032,546 — 8,593,646 (8,593,646 ) 6,032,546 Total partners' capital 6,032,546 — 8,593,646 (8,593,646 ) 6,032,546 Total liabilities and partners’ capital $ 10,102,984 $ — $ 9,994,876 $ (9,787,866 ) $ 10,309,994 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 March 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 186,563 $ — $ 186,563 Tenant reimbursements and other — — 29,276 — 29,276 — — 215,839 — 215,839 Expenses Depreciation — — 68,991 — 68,991 Property transactions, net — — 4,086 — 4,086 Reimbursable expenses — — 28,360 — 28,360 Amortization of above market lease, net — — 171 — 171 Acquisition-related expenses 541 — — — 541 General and administrative 3,908 — — — 3,908 4,449 — 101,608 — 106,057 Operating income (loss) (4,449 ) — 114,231 — 109,782 Equity in earnings of subsidiaries 113,000 — — (113,000 ) — Non-operating income (expense) Interest income 1,032 — — — 1,032 Interest expense (49,230 ) — — — (49,230 ) Other non-operating expenses (2,184 ) — — — (2,184 ) (50,382 ) — — — (50,382 ) Income before income taxes 58,169 — 114,231 (113,000 ) 59,400 Provision for income taxes — — (1,231 ) — (1,231 ) Net income $ 58,169 $ — $ 113,000 $ (113,000 ) $ 58,169 Other comprehensive income Net income 58,169 — 113,000 (113,000 ) 58,169 Unrealized gain on cash flow hedges, net 16,355 — — — 16,355 Comprehensive income $ 74,524 $ — $ 113,000 $ (113,000 ) $ 74,524 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 Tenant reimbursements and other — — 20,722 — 20,722 — — 183,899 — 183,899 Expenses Depreciation — — 61,684 — 61,684 Property transactions, net — — 6,855 — 6,855 Reimbursable expenses — — 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 income (expense) Interest income 678 — — — 678 Interest expense (44,636 ) — — — (44,636 ) Other non-operating expenses (134 ) — — — (134 ) (44,092 ) — — — (44,092 ) Income before income taxes 46,692 — 94,702 (93,464 ) 47,930 Provision for income taxes — — (1,238 ) — (1,238 ) Net income $ 46,692 $ — $ 93,464 $ (93,464 ) $ 46,692 Other comprehensive income Net income 46,692 — 93,464 (93,464 ) 46,692 Unrealized loss on cash flow hedges, net (634 ) — — — (634 ) Comprehensive income $ 46,058 $ — $ 93,464 $ (93,464 ) $ 46,058 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Three Months Ended March 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (43,951 ) $ — $ 189,175 $ — $ 145,224 Cash flows from investing activities Capital expenditures for property and equipment (177 ) — — — (177 ) Net cash used in investing activities (177 ) — — — (177 ) Cash flows from financing activities Deferred financing costs (4,544 ) — — — (4,544 ) Repayment of debt principal (8,375 ) — — — (8,375 ) Distributions paid (111,733 ) — — — (111,733 ) Cash received by Parent on behalf of Guarantor Subsidiaries 189,175 — (189,175 ) — — Net cash provided by (used in) financing activities 64,523 — (189,175 ) — (124,652 ) Cash and cash equivalents Net increase for the period 20,395 — — — 20,395 Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 280,117 $ — $ — $ — $ 280,117 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 Capital expenditures for property and equipment funded by Parent — — — — — 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 |