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 March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 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.

Comparative information for the three months ended March 31, 2016 is not presented because such period precedes the date at which the Operating Partnership and its subsidiaries were formed. The financial information for all periods preceding the formation of the Operating Partnership and its subsidiaries is solely attributable to the Predecessor, which following the IPO Date, has been combined retrospectively with the Operating Partnership and its subsidiaries for all periods, as discussed in Note 2. Consequently, consolidating financial information for periods preceding the formation of the Operating Partnership and its subsidiaries would be presented entirely within the guarantor column and would be the same as the Operating Partnership's combined financial statements.



CONSOLIDATING BALANCE SHEET INFORMATION

	March 31, 2017
	Operating				Guarantor
	Partnership		Co-Issuer		Subsidiaries		Eliminations			Consolidated
	(in thousands)
Real estate investments, net	$	—	$	—	$	9,019,620	$	—		$	9,019,620
Cash and cash equivalents	368,298		—		—		—			368,298
Tenant and other receivables, net	319		—		4,293		—			4,612
Intercompany	717,674		—		—		(717,674		)	—
Prepaid expenses and other assets	11,154		—		—		—			11,154
Investments in subsidiaries	8,195,645		—		—		(8,195,645		)	—
Above market lease, asset	—		—		45,768		—			45,768
	$	9,293,090	$	—	$	9,069,681	$	(8,913,319	)	$	9,449,452
Debt, net	3,606,973		—		—		—			3,606,973
Due to MGM Resorts International and affiliates	—		—		816		—			816
Intercompany	—		—		717,674		(717,674		)	—
Accounts payable, accrued expenses, and other liabilities	2,953		—		1,876		—			4,829
Above market lease, liability	—		—		47,735		—			47,735
Accrued interest	27,018		—		—		—			27,018
Distribution payable	94,109		—		—		—			94,109
Deferred revenue	—		—		80,567		—			80,567
Deferred income taxes, net	—		—		25,368		—			25,368
Total liabilities	3,731,053		—		874,036		(717,674		)	3,887,415
General partner	—		—		—		—			—
Limited partners	5,562,037		—		8,195,645		(8,195,645		)	5,562,037
Total partners' capital	5,562,037		—		8,195,645		(8,195,645		)	5,562,037
Total liabilities and partners' capital	$	9,293,090	$	—	$	9,069,681	$	(8,913,319	)	$	9,449,452



CONSOLIDATING BALANCE SHEET INFORMATION

	December 31, 2016
	Operating				Guarantor
	Partnership		Co-Issuer		Subsidiaries		Eliminations			Consolidated
	(in thousands)
Real estate investments, net	$	—	$	—	$	9,079,678	$	—		$	9,079,678
Cash and cash equivalents	360,492		—		—		—			360,492
Tenant and other receivables, net	2,059		—		7,444		—			9,503
Intercompany	880,823		—		—		(880,823		)	—
Prepaid expenses and other assets	9,167		—		1,739		—			10,906
Investments in subsidiaries	8,100,942		—		—		(8,100,942		)	—
Above market lease, asset	—		—		46,161		—			46,161
	$	9,353,483	$	—	$	9,135,022	$	(8,981,765	)	$	9,506,740
Debt, net	3,621,942		—		—		—			3,621,942
Due to MGM Resorts International and affiliates	—		—		166		—			166
Intercompany	—		—		880,823		(880,823		)	—
Accounts payable, accrued expenses, and other liabilities	3,034		—		7,444		—			10,478
Above market lease, liability	—		—		47,957		—			47,957
Accrued interest	26,137		—		—		—			26,137
Distribution payable	94,109		—		—		—			94,109
Deferred revenue	—		—		72,322		—			72,322
Deferred income taxes, net	—		—		25,368		—			25,368
Total liabilities	3,745,222		—		1,034,080		(880,823		)	3,898,479
General partner	—		—		—		—			—
Limited partners	5,608,261		—		8,100,942		(8,100,942		)	5,608,261
Total partners' capital	5,608,261		—		8,100,942		(8,100,942		)	5,608,261
Total liabilities and partners' capital	$	9,353,483	$	—	$	9,135,022	$	(8,981,765	)	$	9,506,740



CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION

	Three Months Ended March 31, 2017
	Operating					Guarantor
	Partnership			Co-Issuer		Subsidiaries			Eliminations			Consolidated
	(in thousands)
Revenues
Rental revenue	$	—		$	—	$	163,177		$	—		$	163,177
Tenants reimbursements and other	—			—		20,722			—			20,722
	—			—		183,899			—			183,899
Expenses
Depreciation	—			—		61,684			—			61,684
Property transactions, net	—			—		6,855			—			6,855
Property taxes	—			—		20,487			—			20,487
Amortization of above market lease, net	—			—		171			—			171
General and administrative	2,680			—		—			—			2,680
	2,680			—		89,197			—			91,877
Operating income (loss)	(2,680		)	—		94,702			—			92,022
Equity in earnings of subsidiaries	93,464			—		—			(93,464		)	—
Non-operating expense
Interest income	678			—		—			—			678
Interest expense	(44,636		)	—		—			—			(44,636		)
Other non-operating	(134		)	—		—			—			(134		)
	(44,092		)	—		—			—			(44,092		)
Income (loss) before income taxes	46,692			—		94,702			(93,464		)	47,930
Provision for income taxes	—			—		(1,238		)	—			(1,238		)
Net income (loss)	$	46,692		$	—	$	93,464		$	(93,464	)	$	46,692

Other comprehensive income (loss)
Net income (loss)	46,692			—		93,464			(93,464		)	46,692
Unrealized loss on cash flow hedges	(634		)	—		—			—			(634		)
Comprehensive income (loss)	$	46,058		$	—	$	93,464		$	(93,464	)	$	46,058



CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

	Three Months Ended March 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	$	(43,309	)	$	—	$	162,500		$	—	$	119,191
Cash flows from investing activities
Net cash used in investing activities	—			—		—			—		—
Cash flows from financing activities
Deferred financing costs	(526		)	—		—			—		(526		)
Repayment of debt principal	(16,750		)	—		—			—		(16,750		)
Distributions paid	(94,109		)	—		—			—		(94,109		)
Cash received by Parent on behalf of Guarantor Subsidiaries	162,500			—		(162,500		)	—		—
Net cash provided by (used in) financing activities	51,115			—		(162,500		)	—		(111,385		)
Cash and cash equivalents
Net increase for the period	7,806			—		—			—		7,806
Balance, beginning of period	360,492			—		—			—		360,492
Balance, end of period	$	368,298		$	—	$	—		$	—	$	368,298