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, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and March 31, 2018 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, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 550 $ — $ 10,295,883 $ — $ 10,296,433 Property and equipment, used in operations, net — — 776,719 — 776,719 Lease incentive asset — — 542,195 — 542,195 Cash and cash equivalents 2,650 — 71,400 — 74,050 Tenant and other receivables, net 110 — 9,762 — 9,872 Intercompany 1,868,131 — — (1,868,131 ) — Prepaid expenses and other assets 24,080 — 12,078 — 36,158 Investments in subsidiaries 9,957,957 — — (9,957,957 ) — Above market lease, asset — — 42,621 — 42,621 Goodwill — — 17,915 — 17,915 Other intangible assets, net — — 250,321 — 250,321 Operating lease right-of-use assets 541 — 279,860 — 280,401 Total assets $ 11,854,019 $ — $ 12,298,754 $ (11,826,088 ) $ 12,326,685 Debt, net 4,939,702 — — — 4,939,702 Due to MGM Resorts International and affiliates 335 — 90 — 425 Intercompany — — 1,868,131 (1,868,131 ) — Accounts payable, accrued expenses and other liabilities 18,477 — 30,224 — 48,701 Accrued interest 38,768 — — — 38,768 Dividend and distribution payable 139,279 — — — 139,279 Deferred revenue — — 72,790 — 72,790 Deferred income taxes, net — — 34,642 — 34,642 Operating lease liabilities 541 — 334,920 — 335,461 Total liabilities 5,137,102 — 2,340,797 (1,868,131 ) 5,609,768 General partner — — — — — Limited partners 6,716,917 — 9,957,957 (9,957,957 ) 6,716,917 Total partners' capital 6,716,917 — 9,957,957 (9,957,957 ) 6,716,917 Total liabilities and partners’ capital $ 11,854,019 $ — $ 12,298,754 $ (11,826,088 ) $ 12,326,685 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 Dividend and 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 STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended March 31, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 196,882 $ — $ 196,882 Tenant reimbursements and other — — 6,541 — 6,541 Gaming, food, beverage and other — — 67,841 — 67,841 — — 271,264 — 271,264 Expenses Gaming, food, beverage and other — — 44,929 — 44,929 Depreciation and amortization 22 — 74,987 — 75,009 Property transactions, net — — 1,113 — 1,113 Ground lease and other reimbursable expenses — — 5,920 — 5,920 Amortization of above market lease, net — — — — — Acquisition-related expenses 8,532 — 260 — 8,792 General and administrative 4,137 — 100 — 4,237 12,691 — 127,309 — 140,000 Operating income (loss) (12,691 ) — 143,955 — 131,264 Equity in earnings of subsidiaries 135,677 — — (135,677 ) — Non-operating income (expense) Interest income 7,463 — — (5,617 ) 1,846 Interest expense (63,948 ) — (5,617 ) 5,617 (63,948 ) Other non-operating expenses (137 ) — — — (137 ) (56,622 ) — (5,617 ) — (62,239 ) Income before income taxes 66,364 — 138,338 (135,677 ) 69,025 Provision for income taxes — — (2,661 ) — (2,661 ) Net income $ 66,364 $ — $ 135,677 $ (135,677 ) $ 66,364 Other comprehensive income Net income 66,364 — 135,677 (135,677 ) 66,364 Unrealized loss on cash flow hedges, net (15,612 ) — — — (15,612 ) Comprehensive income $ 50,752 $ — $ 135,677 $ (135,677 ) $ 50,752 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 CASH FLOWS INFORMATION Three Months Ended March 31, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (54,181 ) $ — $ (385,352 ) $ — $ (439,533 ) Cash flows from investing activities Capital expenditures for property and equipment — — (12 ) — (12 ) Net cash used in investing activities — — (12 ) — (12 ) Cash flows from financing activities Net repayments under bank credit facility (469,625 ) — — — (469,625 ) Proceeds from issuance of debt 750,000 — — — 750,000 Deferred financing costs (9,983 ) — — — (9,983 ) Repayment of assumed bridge facility (245,950 ) — — — (245,950 ) Issuance of Operating Partnership units 548,391 — — — 548,391 Distributions paid (119,055 ) — — — (119,055 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net (400,942 ) — 400,942 — — Net cash provided by (used in) financing activities 52,836 — 400,942 — 453,778 Cash and cash equivalents Net increase for the period (1,345 ) — 15,578 — 14,233 Balance, beginning of period 3,995 — 55,822 — 59,817 Balance, end of period $ 2,650 $ — $ 71,400 $ — $ 74,050 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 |