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, 2019 and December 31, 2018 and for the three and nine months ended September 30, 2019 and September 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 September 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 507 $ — $ 10,893,614 $ — $ 10,894,121 Lease incentive asset — — 532,186 — 532,186 Cash and cash equivalents 153,526 — — — 153,526 Tenant and other receivables, net 463 — — — 463 Intercompany 1,169,999 — — (1,169,999 ) — Prepaid expenses and other assets 15,730 — 11,683 — 27,413 Investments in subsidiaries 10,126,379 — — (10,126,379 ) — Above market lease, asset — — 41,834 — 41,834 Operating lease right-of-use assets 477 — 279,543 — 280,020 Total assets $ 11,467,081 $ — $ 11,758,860 $ (11,296,378 ) $ 11,929,563 Debt, net 4,847,408 — — — 4,847,408 Due to MGM Resorts International and affiliates 298 — — — 298 Intercompany — — 1,169,999 (1,169,999 ) — Accounts payable, accrued expenses and other liabilities 58,457 — 1,480 — 59,937 Accrued interest 37,407 — — — 37,407 Dividend and distribution payable 138,730 — — — 138,730 Deferred revenue — — 95,306 — 95,306 Deferred income taxes, net — — 29,721 — 29,721 Operating lease liabilities 477 — 335,975 — 336,452 Total liabilities 5,082,777 — 1,632,481 (1,169,999 ) 5,545,259 General partner — — — — — Limited partners 6,384,304 — 10,126,379 (10,126,379 ) 6,384,304 Total partners' capital 6,384,304 — 10,126,379 (10,126,379 ) 6,384,304 Total liabilities and partners’ capital $ 11,467,081 $ — $ 11,758,860 $ (11,296,378 ) $ 11,929,563 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 September 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 219,847 $ — $ 219,847 Tenant reimbursements and other — — 6,164 — 6,164 Total revenues — — 226,011 — 226,011 Expenses Depreciation 22 — 71,935 — 71,957 Property transactions, net — — 9,921 — 9,921 Ground lease and other reimbursable expenses — — 5,920 — 5,920 Acquisition-related expenses 92 — — — 92 General and administrative 4,476 — — — 4,476 Total expenses 4,590 — 87,776 — 92,366 Equity in earnings of subsidiaries 136,256 — — (136,256 ) — Other income (expense) Interest income 241 — — — 241 Interest expense (63,048 ) — — — (63,048 ) Other (306 ) — — — (306 ) (63,113 ) — — — (63,113 ) Income before income taxes 68,553 — 138,235 (136,256 ) 70,532 Provision for income taxes — — (1,979 ) — (1,979 ) Net income $ 68,553 $ — $ 136,256 $ (136,256 ) $ 68,553 Other comprehensive income Net income $ 68,553 $ — $ 136,256 $ (136,256 ) $ 68,553 Unrealized loss on cash flow hedges, net (19,270 ) — — — (19,270 ) Comprehensive income $ 49,283 $ — $ 136,256 $ (136,256 ) $ 49,283 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Three Months Ended September 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 186,564 $ — $ 186,564 Tenant reimbursements and other — — 30,095 — 30,095 Total revenues — — 216,659 — 216,659 Expenses Depreciation 45 — 63,423 — 63,468 Property transactions, net — — 339 — 339 Ground lease and other reimbursable expenses — — 29,168 — 29,168 Amortization of above market lease, net — — 171 — 171 Acquisition-related expenses 1,931 — — — 1,931 General and administrative 3,358 — — — 3,358 Total expenses 5,334 — 93,101 — 98,435 Equity in earnings of subsidiaries 129,568 — — (129,568 ) — Other income (expense) Interest income 5,452 — — (5,289 ) 163 Interest expense (58,743 ) — (5,289 ) 5,289 (58,743 ) Other (1,020 ) — — — (1,020 ) (54,311 ) — (5,289 ) — (59,600 ) Income from continuing operations before income taxes 69,923 — 118,269 (129,568 ) 58,624 Provision for income taxes — — (2,650 ) — (2,650 ) Income from continuing operations, net of tax 69,923 — 115,619 (129,568 ) 55,974 Income from discontinued operations, net of tax — — 13,949 — 13,949 Net income $ 69,923 $ — $ 129,568 $ (129,568 ) $ 69,923 Other comprehensive income Net income $ 69,923 $ — $ 129,568 $ (129,568 ) $ 69,923 Unrealized gain on cash flow hedges, net 4,736 — — — 4,736 Comprehensive income $ 74,659 $ — $ 129,568 $ (129,568 ) $ 74,659 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Nine Months Ended September 30, 2019 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 636,575 $ — $ 636,575 Tenant reimbursements and other — — 18,618 — 18,618 Total revenues — — 655,193 — 655,193 Expenses Depreciation 65 — 222,997 — 223,062 Property transactions, net — — 11,344 — 11,344 Ground lease and other reimbursable expenses — — 17,760 — 17,760 Acquisition-related expenses 8,891 — — — 8,891 General and administrative 12,305 — — — 12,305 Total expenses 21,261 — 252,101 — 273,362 Equity in earnings of subsidiaries 409,665 — — (409,665 ) — Other income (expense) Interest income 7,806 — — (5,617 ) 2,189 Interest expense (190,973 ) — (5,617 ) 5,617 (190,973 ) Other (806 ) — — — (806 ) (183,973 ) — (5,617 ) — (189,590 ) Income from continuing operations before income taxes 204,431 — 397,475 (409,665 ) 192,241 Provision for income taxes (1,745 ) — (4,026 ) — (5,771 ) Income from continuing operations, net of tax 202,686 — 393,449 (409,665 ) 186,470 Income from discontinued operations, net of tax — — 16,216 — 16,216 Net income $ 202,686 $ — $ 409,665 $ (409,665 ) $ 202,686 Other comprehensive income Net income $ 202,686 $ — $ 409,665 $ (409,665 ) $ 202,686 Unrealized loss on cash flow hedges, net (65,657 ) — — — (65,657 ) Comprehensive income $ 137,029 $ — $ 409,665 $ (409,665 ) $ 137,029 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION Nine Months Ended September 30, 2018 Operating Guarantor Partnership Co-Issuer Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 559,690 $ — $ 559,690 Tenant reimbursements and other — — 93,198 — 93,198 Total revenues — — 652,888 — 652,888 Expenses Depreciation 87 — 199,846 — 199,933 Property transactions, net — — 18,851 — 18,851 Ground lease and other reimbursable expenses — — 90,435 — 90,435 Amortization of above market lease, net — — 514 — 514 Acquisition-related expenses 4,603 — — — 4,603 General and administrative 10,021 — — — 10,021 Total expenses 14,711 — 309,646 — 324,357 Equity in earnings of subsidiaries 346,758 — — (346,758 ) — Other income (expense) Interest income 7,762 — — (5,289 ) 2,473 Interest expense (157,249 ) — (5,289 ) 5,289 (157,249 ) Other (6,409 ) — — — (6,409 ) (155,896 ) — (5,289 ) — (161,185 ) Income from continuing operations before income taxes 176,151 — 337,953 (346,758 ) 167,346 Provision for income taxes — — (5,144 ) — (5,144 ) Income from continuing operations, net of tax 176,151 — 332,809 (346,758 ) 162,202 Income from discontinued operations, net of tax — — 13,949 — 13,949 Net income $ 176,151 $ — $ 346,758 $ (346,758 ) $ 176,151 Other comprehensive income Net income $ 176,151 $ — $ 346,758 $ (346,758 ) $ 176,151 Unrealized gain on cash flow hedges, net 27,372 — — — 27,372 Comprehensive income $ 203,523 $ — $ 346,758 $ (346,758 ) $ 203,523 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Nine Months Ended September 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 $ (762,230 ) $ — $ 677,713 $ — $ (84,517 ) Cash flows from investing activities Proceeds from Northfield OpCo Transaction 3,779 — — — 3,779 Net cash provided by investing activities 3,779 — — — 3,779 Cash flows from financing activities Net repayments under bank credit facility (566,813 ) — — — (566,813 ) 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 699,362 — — — 699,362 Distributions paid (395,005 ) — — — (395,005 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net 677,713 — (677,713 ) — — Other (1,342 ) — — — (1,342 ) Net cash provided by (used in) financing activities 907,982 — (677,713 ) — 230,269 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 149,531 — — — 149,531 Balance, beginning of period 3,995 — — — 3,995 Balance, end of period $ 153,526 $ — $ — $ — $ 153,526 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Nine Months Ended September 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 $ (149,511 ) $ — $ 574,348 $ — $ 424,837 Cash flows from investing activities Capital expenditures for property and equipment (191 ) — — — (191 ) Acquisition of Northfield (1,068,337 ) — — (1,068,337 ) Net cash used in investing activities (1,068,528 ) — — — (1,068,528 ) Cash flows from financing activities Net borrowings under bank credit facility 747,375 — — — 747,375 Deferred financing costs (17,490 ) — — — (17,490 ) Distributions paid (337,865 ) — — — (337,865 ) Cash received by Parent on behalf of Guarantor Subsidiaries 574,348 — (574,348 ) — — Net cash provided by (used in) financing activities 966,368 — (574,348 ) — 392,020 Cash flows from discontinued operations, net Cash flows provided by operating activities, net — — 8,250 — 8,250 Cash flows provided by investing activities, net — — 33,199 — 33,199 Cash flows used in financing activities, net — — — — — Net cash provided by discontinued operations — — 41,449 — 41,449 Cash flows from discontinued operations, net Change in cash and cash equivalents classified as assets held for sale — — 41,449 — 41,449 Cash and cash equivalents Net decrease for the period (251,671 ) — — — (251,671 ) Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 8,051 $ — $ — $ — $ 8,051 |