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., MGP Yonkers Realty Sub, LLC, and YRL Associates, L.P., 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 financial information for the subsidiary guarantors as of December 31, 2019 and 2018 and for the years ended December 31, 2019 , 2018 and 2017 are presented below. MGP Yonkers Realty Sub, LLC and YRL Associates, L.P. previously guaranteed the Operating Partnership’s senior notes and, accordingly, the balance sheet information and income statement information of such subsidiaries were previously presented within “Guarantor Subsidiaries” within the table below. As of December 31, 2019, such subsidiaries no longer guarantee the Operating Partnership’s senior notes and are now reflected as “Non-Guarantor Subsidiaries” within the chart below for all periods presented from the date of acquisition of such subsidiaries in January 2019 through December 31, 2019. 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, 2019 Operating Guarantor Non-Guarantor Partnership Co-Issuer Subsidiaries Subsidiaries Eliminations Consolidated (in thousands) Real estate investments, net $ 485 $ — $ 10,225,760 $ 601,727 $ — $ 10,827,972 Lease incentive asset — — 527,181 — — 527,181 Cash and cash equivalents 202,101 — — — — 202,101 Tenant and other receivables, net 566 — — — — 566 Intercompany 933,484 — — — (933,484 ) — Prepaid expenses and other assets 18,102 — 12,817 — — 30,919 Investments in subsidiaries 10,278,027 — 601,727 — (10,879,754 ) — Above market lease, asset — — 41,440 — — 41,440 Operating lease right-of-use assets 445 — 279,648 — — 280,093 Total assets $ 11,433,210 $ — $ 11,688,573 $ 601,727 $ (11,813,238 ) $ 11,910,272 Debt, net 4,307,354 — — — — 4,307,354 Due to MGM Resorts International and affiliates 774 — — — — 774 Intercompany — — 933,484 — (933,484 ) — Accounts payable, accrued expenses and other liabilities 36,347 — 1,074 — — 37,421 Above market lease, liability — — — — — — Accrued interest 42,904 — — — — 42,904 Distribution payable 147,349 — — — — 147,349 Deferred revenue — — 108,593 — — 108,593 Deferred income taxes, net — — 29,909 — — 29,909 Operating lease liabilities 470 — 337,486 — — 337,956 Total liabilities 4,535,198 — 1,410,546 — (933,484 ) 5,012,260 General partner — — — — — Limited partners 6,898,012 — 10,278,027 601,727 (10,879,754 ) 6,898,012 Total partners' capital 6,898,012 — 10,278,027 601,727 (10,879,754 ) 6,898,012 Total liabilities and partners’ capital $ 11,433,210 $ — $ 11,688,573 $ 601,727 $ (11,813,238 ) $ 11,910,272 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 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 Year Ended December 31, 2019 Operating Guarantor Non-Guarantor Partnership Co-Issuer Subsidiaries Subsidiaries Eliminations Consolidated (in thousands) Revenues Rental revenue $ — $ — $ 856,421 $ — $ — $ 856,421 Tenant reimbursements and other — — 24,657 — — 24,657 Total revenues — — 881,078 — — 881,078 Expenses Depreciation 87 — 271,345 23,273 — 294,705 Property transactions, net — — 10,844 — — 10,844 Ground lease and other reimbursable expenses — — 23,681 — — 23,681 Acquisition-related expenses 10,165 — — — — 10,165 General and administrative 16,516 — — — — 16,516 Total expenses 26,768 — 305,870 23,273 — 355,911 Equity in earnings of subsidiaries 556,911 — (23,273 ) — (533,638 ) — Other income (expense) Interest income 8,836 — — — (5,617 ) 3,219 Interest expense (249,944 ) — (5,617 ) — 5,617 (249,944 ) Loss on unhedged interest rate swaps, net (3,880 ) — — — — (3,880 ) Other (7,615 ) — — — — (7,615 ) (252,603 ) — (5,617 ) — — (258,220 ) Income from continuing operations before income taxes 277,540 — 546,318 (23,273 ) (533,638 ) 266,947 Provision for income taxes (1,975 ) — (5,623 ) — — (7,598 ) Income from continuing operations, net of tax 275,565 — 540,695 (23,273 ) (533,638 ) 259,349 Income from discontinued operations, net of tax — — 16,216 — — 16,216 Net income $ 275,565 $ — $ 556,911 $ (23,273 ) $ (533,638 ) $ 275,565 Other comprehensive income Net income $ 275,565 $ — $ 556,911 $ (23,273 ) $ (533,638 ) $ 275,565 Other comprehensive loss (35,198 ) — — — — (35,198 ) Comprehensive income $ 240,367 $ — $ 556,911 $ (23,273 ) $ (533,638 ) $ 240,367 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 Total revenues — — 869,495 — 869,495 Expenses Depreciation 108 — 266,514 — 266,622 Property transactions, net — — 20,319 — 20,319 Ground lease and other reimbursable expenses — — 119,531 — 119,531 Amortization of above market lease, net — — 686 — 686 Acquisition-related expenses 6,149 — — — 6,149 General and administrative 16,048 — — — 16,048 Total expenses 22,305 — 407,050 — 429,355 Equity in earnings of subsidiaries 476,353 — — (476,353 ) — Other income (expense) Interest income 13,377 — — (10,876 ) 2,501 Interest expense (215,532 ) — (10,876 ) 10,876 (215,532 ) Other (7,191 ) — — — (7,191 ) (209,346 ) — (10,876 ) — (220,222 ) Income from continuing operations before income taxes 244,702 — 451,569 (476,353 ) 219,918 Provision for income taxes — — (5,779 ) — (5,779 ) Income from continuing operations, net of tax 244,702 — 445,790 (476,353 ) 214,139 Income from discontinued operations, net of tax — — 30,563 — 30,563 Net income $ 244,702 $ — $ 476,353 $ (476,353 ) $ 244,702 Other comprehensive income Net income $ 244,702 $ — $ 476,353 $ (476,353 ) $ 244,702 Other comprehensive income 4,128 — — — 4,128 Comprehensive income $ 248,830 $ — $ 476,353 $ (476,353 ) $ 248,830 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 Total revenues — — 765,695 — 765,695 Expenses Depreciation — — 260,455 — 260,455 Property transactions, net — — 34,022 — 34,022 Ground lease and other 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 Total expenses 29,493 — 383,417 — 412,910 Equity in earnings of subsidiaries 377,372 — — (377,372 ) — Other income (expense) Interest income 3,907 — — — 3,907 Interest expense (184,175 ) — — — (184,175 ) Other (1,621 ) — — — (1,621 ) (181,889 ) — — — (181,889 ) Income before income taxes 165,990 — 382,278 (377,372 ) 170,896 Provision for income taxes — — (4,906 ) — (4,906 ) Net income $ 165,990 $ — $ 377,372 $ (377,372 ) $ 165,990 Other comprehensive income Net income $ 165,990 $ — $ 377,372 $ (377,372 ) $ 165,990 Other comprehensive income 9,782 — — — 9,782 Comprehensive income $ 175,772 $ — $ 377,372 $ (377,372 ) $ 175,772 CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION Year Ended December 31, 2019 Operating Guarantor Non-Guarantor Partnership Co-Issuer Subsidiaries Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities Net cash provided by (used in) operating activities - continuing operations $ (813,522 ) $ — $ 914,228 $ — $ — $ 100,706 Cash flows from investing activities Proceeds from Northfield OpCo Transaction 3,779 — — — — 3,779 Net cash provided by investing activities - continuing operations 3,779 — — — — 3,779 Cash flows from financing activities Net repayments under bank credit facility (1,115,375 ) — — — — (1,115,375 ) Proceeds from issuance of debt 750,000 — — — — 750,000 Deferred financing costs (9,983 ) — — — — (9,983 ) Repayment of assumed debt and bridge facilities (245,950 ) — — — — (245,950 ) Proceeds from issuance of Class A shares, net 1,250,006 — — — — 1,250,006 Distributions paid (533,735 ) — — — — (533,735 ) Cash received by Parent on behalf of Guarantor Subsidiaries, net 914,228 — (914,228 ) — — — Other (1,342 ) — — — — (1,342 ) Net cash provided by (used in) financing activities - continuing operations 1,007,849 — (914,228 ) — — 93,621 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 198,106 — — — — 198,106 Balance, beginning of period 3,995 — — — — 3,995 Balance, end of period $ 202,101 $ — $ — $ — $ — $ 202,101 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 - continuing operations $ (210,132 ) $ — $ 766,933 $ — $ 556,801 Cash flows from investing activities Capital expenditures for property and equipment (192 ) — — — (192 ) Acquisition of Northfield (1,068,336 ) — — — (1,068,336 ) Net cash used in investing activities (1,068,528 ) — — — (1,068,528 ) Cash flows from financing activities Net borrowings 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, net 766,933 — (766,933 ) — — Net cash provided by (used in) financing activities 1,022,933 — (766,933 ) — 256,000 Cash flows from discontinued operations, net Cash flows provided by operating activities, net — — 23,406 — 23,406 Cash flows provided by investing activities, net — — 32,416 — 32,416 Cash flows provided by financing activities, net — — — — — Net cash provided by discontinued operations — — 55,822 — 55,822 Change in cash and cash equivalents classified as assets held for sale — — 55,822 — 55,822 Cash and cash equivalents Net decrease for the period (255,727 ) — — — (255,727 ) Balance, beginning of period 259,722 — — — 259,722 Balance, end of period $ 3,995 $ — $ — $ — $ 3,995 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 (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 Net repayments under bank credit facility (41,875 ) — — — (41,875 ) Proceeds from issuance of debt 350,000 — — — 350,000 Deferred financing costs (5,598 ) — — — (5,598 ) Repayment of assumed debt and bridge facilities (425,000 ) — — — (425,000 ) 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, net 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 |