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 June 30, 2019 and December 31, 2018 and for the three and six months ended June 30, 2019 and June 30, 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 June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 529 $ — $ 10,975,470 $ — $ 10,975,999 Lease incentive asset — — 537,191 — 537,191 Cash and cash equivalents 53,566 — — — 53,566 Tenant and other receivables, net 106 — — — 106 Intercompany 1,406,515 — — (1,406,515 ) — Prepaid expenses and other assets 13,292 — 10,461 — 23,753 Investments in subsidiaries 9,988,144 — — (9,988,144 ) — Above market lease, asset — — 42,227 — 42,227 Operating lease right-of-use assets 510 — 279,456 — 279,966 Total assets $ 11,462,662 $ — $ 11,844,805 $ (11,394,659 ) $ 11,912,808 Debt, net 4,852,524 — — — 4,852,524 Due to MGM Resorts International and affiliates 74 — — — 74 Intercompany — — 1,406,515 (1,406,515 ) — Accounts payable, accrued expenses and other liabilities 42,076 — 269 — 42,345 Accrued interest 44,275 — — — 44,275 Dividend and distribution payable 136,671 — — — 136,671 Deferred revenue — — 84,146 — 84,146 Deferred income taxes, net — — 29,721 — 29,721 Operating lease liabilities 510 — 336,010 — 336,520 Total liabilities 5,076,130 — 1,856,661 (1,406,515 ) 5,526,276 General partner — — — — — Limited partners 6,386,532 — 9,988,144 (9,988,144 ) 6,386,532 Total partners' capital 6,386,532 — 9,988,144 (9,988,144 ) 6,386,532 Total liabilities and partners’ capital $ 11,462,662 $ — $ 11,844,805 $ (11,394,659 ) $ 11,912,808 CONSOLIDATING BALANCE SHEET INFORMATION December 31, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 572 $ — $ 10,505,557 $ — $ 10,506,129 Cash and cash equivalents 3,995 — — — 3,995 Tenant and other receivables, net 26 — 7,642 — 7,668 Intercompany 841,179 — — (841,179 ) — Prepaid expenses and other assets 34,813 — — — 34,813 Investments in subsidiaries 9,790,350 — — (9,790,350 ) — Above market lease, asset — — 43,014 — 43,014 Assets held for sale — — 355,688 — 355,688 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 — — — 227 Intercompany — — 841,179 (841,179 ) — Accounts payable, accrued expenses and other liabilities 13,102 — 7,694 — 20,796 Above market lease, liability — — 46,181 — 46,181 Accrued interest 26,096 — — — 26,096 Dividend and distribution payable 119,055 — — — 119,055 Deferred revenue — — 163,926 — 163,926 Deferred income taxes, net — — 33,634 — 33,634 Liabilities related to assets held for sale — — 28,937 — 28,937 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 June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 219,846 $ — $ 219,846 Tenant reimbursements and other — — 5,913 — 5,913 — — 225,759 — 225,759 Expenses Depreciation 22 — 79,521 — 79,543 Property transactions, net — — 310 — 310 Ground lease and other reimbursable expenses — — 5,920 — 5,920 Acquisition-related expenses 267 — — — 267 General and administrative 3,691 — — — 3,691 3,980 — 85,751 — 89,731 (3,980 ) — 140,008 — 136,028 Equity in earnings of subsidiaries 137,732 — — (137,732 ) — Other income (expense) Interest income 102 — — — 102 Interest expense (63,977 ) — — — (63,977 ) Other (363 ) — — — (363 ) (64,238 ) — — — (64,238 ) Income before income taxes 69,514 — 140,008 (137,732 ) 71,790 Provision for income taxes (1,745 ) — (2,276 ) — (4,021 ) Net income $ 67,769 $ — $ 137,732 $ (137,732 ) $ 67,769 Other comprehensive income Net income $ 67,769 $ — $ 137,732 $ (137,732 ) $ 67,769 Unrealized loss on cash flow hedges, net (30,775 ) — — — (30,775 ) Comprehensive income $ 36,994 $ — $ 137,732 $ (137,732 ) $ 36,994 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended June 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 186,563 $ — $ 186,563 Tenant reimbursements and other — — 33,827 — 33,827 — — 220,390 — 220,390 Expenses Depreciation 15 — 67,459 — 67,474 Property transactions, net — — 14,426 — 14,426 Ground lease and other reimbursable expenses — — 32,907 — 32,907 Amortization of above market lease, net — — 172 — 172 Acquisition-related expenses 2,131 — — — 2,131 General and administrative 2,755 — — — 2,755 4,901 — 114,964 — 119,865 (4,901 ) — 105,426 — 100,525 Equity in earnings of subsidiaries 104,163 — — (104,163 ) — Other income (expense) Interest income 1,278 — — — 1,278 Interest expense (49,276 ) — — — (49,276 ) Other (3,205 ) — — — (3,205 ) (51,203 ) — — — (51,203 ) Income before income taxes 48,059 — 105,426 (104,163 ) 49,322 Provision for income taxes — — (1,263 ) — (1,263 ) Net income $ 48,059 $ — $ 104,163 $ (104,163 ) $ 48,059 Other comprehensive income Net income $ 48,059 $ — $ 104,163 $ (104,163 ) $ 48,059 Unrealized gain on cash flow hedges, net 6,281 — — — 6,281 Comprehensive income $ 54,340 $ — $ 104,163 $ (104,163 ) $ 54,340 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Six Months Ended June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 416,728 $ — $ 416,728 Tenant reimbursements and other — — 12,454 — 12,454 — — 429,182 — 429,182 Expenses Depreciation 43 — 151,062 — 151,105 Property transactions, net — — 1,423 — 1,423 Ground lease and other reimbursable expenses — — 11,840 — 11,840 Acquisition-related expenses 8,799 — — — 8,799 General and administrative 7,829 — — — 7,829 16,671 — 164,325 — 180,996 (16,671 ) — 264,857 — 248,186 Equity in earnings of subsidiaries 273,409 — — (273,409 ) — Other income (expense) Interest income 7,565 — — (5,617 ) 1,948 Interest expense (127,925 ) — (5,617 ) 5,617 (127,925 ) Other (500 ) — — — (500 ) (120,860 ) — (5,617 ) — (126,477 ) Income from continuing operations before income taxes 135,878 — 259,240 (273,409 ) 121,709 Provision for income taxes (1,745 ) — (2,047 ) — (3,792 ) Income from continuing operations, net of tax 134,133 — 257,193 (273,409 ) 117,917 Income from discontinued operations, net of tax — — 16,216 — 16,216 Net income $ 134,133 $ — $ 273,409 $ (273,409 ) $ 134,133 Other comprehensive income Net income $ 134,133 $ — $ 273,409 $ (273,409 ) $ 134,133 Unrealized loss on cash flow hedges, net (46,387 ) — — — (46,387 ) Comprehensive income $ 87,746 $ — $ 273,409 $ (273,409 ) $ 87,746 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Six Months Ended June 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 373,126 $ — $ 373,126 Tenant reimbursements and other — — 63,103 — 63,103 — — 436,229 — 436,229 Expenses Depreciation 42 — 136,423 — 136,465 Property transactions, net — — 18,512 — 18,512 Ground lease and other reimbursable expenses — — 61,267 — 61,267 Amortization of above market lease, net — — 343 — 343 Acquisition-related expenses 2,672 — — — 2,672 General and administrative 6,663 — — — 6,663 9,377 — 216,545 — 225,922 (9,377 ) — 219,684 — 210,307 Equity in earnings of subsidiaries 217,190 — — (217,190 ) — Other income (expense) Interest income 2,310 — — — 2,310 Interest expense (98,506 ) — — — (98,506 ) Other (5,389 ) — — — (5,389 ) (101,585 ) — — — (101,585 ) Income before income taxes 106,228 — 219,684 (217,190 ) 108,722 Provision for income taxes — — (2,494 ) — (2,494 ) Net income $ 106,228 $ — $ 217,190 $ (217,190 ) $ 106,228 Other comprehensive income Net income $ 106,228 $ — $ 217,190 $ (217,190 ) $ 106,228 Unrealized gain on cash flow hedges, net 22,636 — — — 22,636 Comprehensive income $ 128,864 $ — $ 217,190 $ (217,190 ) $ 128,864 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Six Months Ended June 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (685,188 ) $ — $ 441,198 $ — $ (243,990 ) Cash flows from investing activities Proceeds from Northfield OpCo Transaction 3,779 — — — 3,779 Net cash provided by (used in) investing activities - continuing operations 3,779 — — — 3,779 Cash flows from financing activities Net repayments under bank credit facility (559,250 ) — — — (559,250 ) 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 613,299 — — — 613,299 Distributions paid (258,334 ) — — — (258,334 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net 441,198 — (441,198 ) — — Net cash provided by (used in) financing activities 730,980 — (441,198 ) — 289,782 Cash flows from discontinued operations, net Cash flows provided by operating activities, net — — 15,591 — 15,591 Cash flows used in investing activities, net — — (12 ) — (12 ) Cash flows used in financing activities, net — — (37,900 ) — (37,900 ) Net cash used in discontinued operations — — (22,321 ) — (22,321 ) Change in cash and cash equivalents classified as assets held for sale — — (22,321 ) — (22,321 ) Cash and cash equivalents Net increase for the period 49,571 — — — 49,571 Balance, beginning of period 3,995 — — — 3,995 Balance, end of period $ 53,566 $ — $ — $ — $ 53,566 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Six Months Ended June 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities $ (97,428 ) $ — $ 381,761 $ — $ 284,333 Cash flows from investing activities Capital expenditures for property and equipment (190 ) — — — (190 ) Net cash used in investing activities (190 ) — — — (190 ) Cash flows from financing activities Deferred financing costs (17,490 ) — — — (17,490 ) Repayment of debt principal (13,000 ) — — — (13,000 ) Distributions paid (223,466 ) — — — (223,466 ) Cash received by Parent on behalf of Guarantor Subsidiaries 381,761 — (381,761 ) — — Net cash provided by (used in) financing activities 127,805 — (381,761 ) — (253,956 ) Cash flows from discontinued operations, net Cash flows provided by operating activities, net — — — — — Cash flows used in investing activities, net — — — — — Cash flows used in financing activities, net — — — — — Net cash used in discontinued operations — — — — — Change in cash and cash equivalents classified as assets held for sale — — — — — Cash and cash equivalents Net increase for the period 30,187 — — — 30,187 Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 289,909 $ — $ — $ — $ 289,909 |