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, 2018 and 2017 and for the years ended December 31, 2018 , 2017 and 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 December 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 572 $ — $ 9,741,653 $ — $ 9,742,225 Property and equipment, used in operations, net — — 784,295 — 784,295 Cash and cash equivalents 3,995 — 55,822 — 59,817 Tenant and other receivables, net 26 — 14,964 — 14,990 Intercompany 841,179 — — (841,179 ) — Prepaid expenses and other assets 34,813 — 3,024 — 37,837 Investments in subsidiaries 9,790,350 — — (9,790,350 ) — Above market lease, asset — — 43,014 — 43,014 Goodwill — — 17,915 — 17,915 Other intangible assets, net — — 251,214 — 251,214 Total assets $ 10,670,935 $ — $ 10,911,901 $ (10,631,529 ) $ 10,951,307 Debt, net 4,666,949 — — — 4,666,949 Due to MGM Resorts International and affiliates 227 — 80 — 307 Intercompany — — 841,179 (841,179 ) — Accounts payable, accrued expenses, and other liabilities 13,102 — 36,500 — 49,602 Above market lease, liability — — 46,181 — 46,181 Accrued interest 26,096 — — — 26,096 Distribution payable 119,055 — — — 119,055 Deferred revenue — — 163,977 — 163,977 Deferred income taxes, net — — 33,634 — 33,634 Total liabilities 4,825,429 — 1,121,551 (841,179 ) 5,105,801 General partner — — — — — Limited partners 5,845,506 — 9,790,350 (9,790,350 ) 5,845,506 Total partners' capital 5,845,506 — 9,790,350 (9,790,350 ) 5,845,506 Total liabilities and partners' capital $ 10,670,935 $ — $ 10,911,901 $ (10,631,529 ) $ 10,951,307 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 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 Year Ended December 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 746,253 $ — $ 746,253 Tenant reimbursements and other — — 123,242 — 123,242 Gaming, food, beverage and other — — 132,949 — 132,949 — — 1,002,444 — 1,002,444 Expenses Gaming, food, beverage and other — — 88,053 — 88,053 Depreciation and amortization 108 — 272,923 — 273,031 Property transactions, net — — 20,319 — 20,319 Reimbursable expenses — — 119,531 — 119,531 Amortization of above market lease, net — — 686 — 686 Acquisition-related expenses 6,149 — 2,738 — 8,887 General and administrative 16,048 — 130 — 16,178 22,305 — 504,380 — 526,685 Operating income (loss) (22,305 ) — 498,064 — 475,759 Equity in earnings of subsidiaries 476,353 — — (476,353 ) — Non-operating income (expense) Interest income 13,377 — — (10,876 ) 2,501 Interest expense (215,532 ) — (10,876 ) 10,876 (215,532 ) Other non-operating (7,191 ) — — — (7,191 ) (209,346 ) — (10,876 ) — (220,222 ) Income (loss) before income taxes 244,702 — 487,188 (476,353 ) 255,537 Provision for income taxes — — (10,835 ) — (10,835 ) Net income (loss) $ 244,702 $ — $ 476,353 $ (476,353 ) $ 244,702 Other comprehensive income (loss) Net income (loss) 244,702 — 476,353 (476,353 ) 244,702 Unrealized gain on cash flow hedges 4,128 — — — 4,128 Comprehensive income (loss) $ 248,830 $ — $ 476,353 $ (476,353 ) $ 248,830 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Year Ended December 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 $ (210,132 ) $ — $ 790,339 $ — $ 580,207 Cash flows from investing activities Capital expenditures for property and equipment (192 ) — (1,386 ) — (1,578 ) Acquisition of Northfield, net of cash acquired (1,068,336 ) — 33,802 — (1,034,534 ) Net cash provided by (used in) investing activities (1,068,528 ) — 32,416 — (1,036,112 ) Cash flows from financing activities Net borrowings (repayments) under bank credit facility 727,750 — — — 727,750 Deferred financing costs (17,490 ) — — — (17,490 ) Distributions paid (454,260 ) — — — (454,260 ) Cash received by Parent on behalf of Guarantor Subsidiaries 766,933 — (766,933 ) — — Net cash provided by (used in) financing activities 1,022,933 — (766,933 ) — 256,000 Cash and cash equivalents Net increase (decrease) for the period (255,727 ) — 55,822 — (199,905 ) Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 3,995 $ — $ 55,822 $ — $ 59,817 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Year Ended December 31, 2017 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 675,089 $ — $ 675,089 Tenant reimbursements and other — — 90,606 — 90,606 — — 765,695 — 765,695 Expenses Depreciation — — 260,455 — 260,455 Property transactions, net — — 34,022 — 34,022 Reimbursable expenses — — 88,254 — 88,254 Amortization of above market lease, net — — 686 — 686 Acquisition-related expenses 17,304 — — — 17,304 General and administrative 12,189 — — — 12,189 29,493 — 383,417 — 412,910 Operating income (loss) (29,493 ) — 382,278 — 352,785 Equity in earnings of subsidiaries 377,372 — — (377,372 ) — Non-operating income (expense) Interest income 3,907 — — — 3,907 Interest expense (184,175 ) — — — (184,175 ) Other non-operating (1,621 ) — — — (1,621 ) (181,889 ) — — — (181,889 ) Income (loss) before income taxes 165,990 — 382,278 (377,372 ) 170,896 Provision for income taxes — — (4,906 ) — (4,906 ) Net income (loss) $ 165,990 $ — $ 377,372 $ (377,372 ) $ 165,990 Other comprehensive income (loss) Net income (loss) 165,990 — 377,372 (377,372 ) 165,990 Unrealized gain on cash flow hedges 9,782 — — — 9,782 Comprehensive income (loss) $ 175,772 $ — $ 377,372 $ (377,372 ) $ 175,772 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Year Ended December 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 $ (198,925 ) $ — $ 681,503 $ — $ 482,578 Cash flows from investing activities Capital expenditures for property and equipment funded by Parent (488 ) — — — (488 ) MGM National Harbor transaction (462,500 ) — — — (462,500 ) Net cash used in investing activities (462,988 ) — — — (462,988 ) Cash flows from financing activities Proceeds from issuance of debt 350,000 — — — 350,000 Deferred financing costs (5,598 ) — — — (5,598 ) Repayment of assumed debt (425,000 ) — — — (425,000 ) Repayment of debt principal (41,875 ) — — — (41,875 ) Proceeds from purchase of Operating Partnership units by MGP 387,548 — — — 387,548 Distributions paid (385,435 ) — — — (385,435 ) Cash received by Parent on behalf of Guarantor Subsidiaries 681,503 — (681,503 ) — — Net cash provided by (used in) financing activities 561,143 — (681,503 ) — (120,360 ) Cash and cash equivalents Net decrease for the period (100,770 ) — — — (100,770 ) Balance, beginning of period 360,492 — — — 360,492 Balance, end of period $ 259,722 $ — $ — $ — $ 259,722 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 Tenant reimbursements and other — — 48,309 — 48,309 — — 467,548 — 467,548 Expenses Depreciation — — 220,667 — 220,667 Property transactions, net — — 4,684 — 4,684 Reimbursable expenses — — 68,063 — 68,063 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 income (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 (used in) 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 |