MGM Resorts International 10-Q

Item 1. Financial Statements MGM RESORTS INTERNATIONAL AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) September 30, 2022 December 31, 2021 ASSETS Current assets Cash and cash equivalents $ 5,295,434 $ 4,703,059 Restricted cash — 500,000 Accounts receivable, net 709,562 583,915 Inventories 113,323 96,374 Income tax receivable 233,496 273,862 Prepaid expenses and other 406,579 258,972 Assets held for sale 2,024,788 — Total current assets 8,783,182 6,416,182 Property and equipment, net 5,089,296 14,435,493 Other assets Investments in and advances to unconsolidated affiliates 185,758 967,044 Goodwill 4,945,188 3,480,997 Other intangible assets, net 2,806,163 3,616,385 Operating lease right-of-use assets, net 24,655,971 11,492,805 Other long-term assets, net 864,664 490,210 Total other assets 33,457,744 20,047,441 $ 47,330,222 $ 40,899,116 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 403,756 $ 263,097 Construction payable 20,556 23,099 Current portion of long-term debt 1,351,422 1,000,000 Accrued interest on long-term debt 118,186 172,624 Other accrued liabilities 2,047,544 1,983,444 Liabilities related to assets held for sale 1,954,040 — Total current liabilities 5,895,504 3,442,264 Deferred income taxes, net 2,847,302 2,439,364 Long-term debt, net 7,209,837 11,770,797 Operating lease liabilities 25,144,876 11,802,464 Other long-term obligations 270,966 319,914 Commitments and contingencies (Note 10) Redeemable noncontrolling interests 137,054 147,547 Stockholders’ equity Common stock, $ 0.01 par value: authorized 1,000,000,000 shares, issued and outstanding 388,760,930 and 453,803,759 shares 3,888 4,538 Capital in excess of par value — 1,750,135 Retained earnings 4,871,632 4,340,588 Accumulated other comprehensive loss ( 33,830 ) ( 24,616 ) Total MGM Resorts International stockholders’ equity 4,841,690 6,070,645 Noncontrolling interests 982,993 4,906,121 Total stockholders’ equity 5,824,683 10,976,766 $ 47,330,222 $ 40,899,116 The accompanying notes are an integral part of these consolidated financial statements. 1 MGM RESORTS INTERNATIONAL AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues Casino $ 1,407,367 $ 1,400,337 $ 4,185,411 $ 3,835,094 Rooms 827,397 490,460 2,159,202 1,053,907 Food and beverage 722,982 416,478 1,893,592 876,556 Entertainment, retail and other 447,637 315,693 1,264,545 639,926 Reimbursed costs 10,689 84,571 32,519 217,765 3,416,072 2,707,539 9,535,269 6,623,248 Expenses Casino 653,601 640,041 1,950,132 1,808,849 Rooms 256,128 160,864 684,670 402,364 Food and beverage 528,966 301,963 1,377,749 651,349 Entertainment, retail and other 271,177 204,742 755,110 385,293 Reimbursed costs 10,689 84,571 32,519 217,765 General and administrative 1,212,474 623,275 3,018,076 1,759,891 Corporate expense 117,264 112,114 348,115 287,021 Preopening and start-up expenses 396 1,547 1,372 1,642 Property transactions, net ( 11,639 ) 3,677 23,704 842 Gain on REIT transactions, net — — ( 2,277,747 ) — Gain on consolidation of CityCenter, net — ( 1,562,329 ) — ( 1,562,329 ) Depreciation and amortization 1,405,520 279,403 2,060,413 853,579 4,444,576 849,868 7,974,113 4,806,266 Income (loss) from unconsolidated affiliates ( 17,467 ) 35,111 ( 119,888 ) 92,870 Operating income (loss) ( 1,045,971 ) 1,892,782 1,441,268 1,909,852 Non-operating income (expense) Interest expense, net of amounts capitalized ( 125,172 ) ( 200,049 ) ( 457,822 ) ( 598,116 ) Non-operating items from unconsolidated affiliates ( 995 ) ( 23,421 ) ( 22,248 ) ( 67,473 ) Other, net ( 14,316 ) ( 49,241 ) ( 23,322 ) 70,302 ( 140,483 ) ( 272,711 ) ( 503,392 ) ( 595,287 ) Income (loss) before income taxes ( 1,186,454 ) 1,620,071 937,876 1,314,565 Benefit (provision) for income taxes 125,367 ( 282,135 ) ( 411,131 ) ( 222,263 ) Net income (loss) ( 1,061,087 ) 1,337,936 526,745 1,092,302 Less: Net loss attributable to noncontrolling interests 484,257 12,497 662,346 31,055 Net income (loss) attributable to MGM Resorts International $ ( 576,830 ) $ 1,350,433 $ 1,189,091 $ 1,123,357 Earnings (loss) per share Basic $ ( 1.45 ) $ 2.81 $ 2.81 $ 2.19 Diluted $ ( 1.45 ) $ 2.77 $ 2.79 $ 2.17 Weighted average common shares outstanding Basic 393,295 478,405 417,686 487,509 Diluted 393,295 484,215 421,770 493,184 The accompanying notes are an integral part of these consolidated financial statements. 2 MGM RESORTS INTERNATIONAL AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) $ ( 1,061,087 ) $ 1,337,936 $ 526,745 $ 1,092,302 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment ( 17,563 ) ( 11,956 ) ( 45,357 ) ( 19,167 ) Unrealized gain on cash flow hedges — 7,241 37,692 24,629 Other comprehensive income (loss) ( 17,563 ) ( 4,715 ) ( 7,665 ) 5,462 Comprehensive income (loss) ( 1,078,650 ) 1,333,221 519,080 1,097,764 Less: Comprehensive loss attributable to noncontrolling interests 484,932 13,111 649,713 24,903 Comprehensive income (loss) attributable to MGM Resorts International $ ( 593,718 ) $ 1,346,332 $ 1,168,793 $ 1,122,667 The accompanying notes are an integral part of these consolidated financial statements. 3 MGM RESORTS INTERNATIONAL AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, 2022 2021 Cash flows from operating activities Net income $ 526,745 $ 1,092,302 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,060,413 853,579 Amortization of debt discounts, premiums and issuance costs 25,404 30,136 Loss on early retirement of debt — 37 Provision for credit losses 6,827 5,815 Stock-based compensation 46,138 38,688 Property transactions, net 23,704 842 Gain on REIT transactions, net ( 2,277,747 ) — Gain on consolidation of CityCenter, net — ( 1,562,329 ) Noncash lease expense 303,044 131,586 Other investment losses (gains) 27,562 ( 38,572 ) Loss (income) from unconsolidated affiliates 142,136 ( 25,397 ) Distributions from unconsolidated affiliates 36,131 74,418 Deferred income taxes 371,840 153,464 Change in operating assets and liabilities: Accounts receivable ( 66,556 ) ( 167,622 ) Inventories ( 12,388 ) 5,310 Income taxes receivable and payable, net 35,873 44,406 Prepaid expenses and other ( 25,403 ) ( 52,155 ) Accounts payable and accrued liabilities 92,200 382,122 Other 17,351 ( 79,925 ) Net cash provided by operating activities 1,333,274 886,705 Cash flows from investing activities Capital expenditures ( 456,570 ) ( 322,139 ) Dispositions of property and equipment 9,748 10,191 Investments in unconsolidated affiliates ( 226,317 ) ( 151,845 ) Proceeds from real estate transactions 4,373,820 3,888,431 Acquisitions, net of cash acquired ( 1,889,548 ) ( 1,789,604 ) Distributions from unconsolidated affiliates 9,864 9,245 Investments and other ( 238,361 ) 32,742 Net cash provided by investing activities 1,582,636 1,677,021 Cash flows from financing activities Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less 937,050 ( 2,242,487 ) Issuance of long-term debt — 749,775 Retirement of senior notes ( 1,000,000 ) — Debt issuance costs ( 1,367 ) ( 11,358 ) Issuance of MGM Growth Properties Class A shares, net — 792,851 Dividends paid to common shareholders ( 3,091 ) ( 3,638 ) Distributions to noncontrolling interest owners ( 207,792 ) ( 239,514 ) Repurchases of common stock ( 2,423,009 ) ( 1,026,194 ) Other ( 82,355 ) ( 112,862 ) Net cash used in financing activities ( 2,780,564 ) ( 2,093,427 ) Effect of exchange rate on cash, cash equivalents, and restricted cash ( 3,315 ) ( 1,103 ) Change in cash and cash equivalents classified as assets held for sale ( 39,656 ) — Cash, cash equivalents, and restricted cash Net change for the period 92,375 469,196 Balance, beginning of period 5,203,059 5,101,637 Balance, end of period $ 5,295,434 $ 5,570,833 Supplemental cash flow disclosures Interest paid, net of amounts capitalized $ 411,701 $ 508,056 Federal, state and foreign income taxes paid 12,888 34,836 The accompanying notes are an integral part of these consolidated financial statements. 4 MGM RESORTS INTERNATIONAL AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) (Unaudited) Common Stock Shares Par Value Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Balances, July 1, 2022 398,418 $ 3,984 $ — $ 5,746,532 $ ( 16,942 ) $ 5,733,574 $ 1,464,109 $ 7,197,683 Net loss — — — ( 576,830 ) — ( 576,830 ) ( 486,445 ) ( 1,063,275 ) Currency translation adjustment — — — — ( 16,888 ) ( 16,888 ) ( 675 ) ( 17,563 ) Stock-based compensation — — 6,751 — — 6,751 664 7,415 Issuance of common stock pursuant to stock-based compensation awards 346 4 ( 5,005 ) — — ( 5,001 ) — ( 5,001 ) Cash distributions to noncontrolling interest owners — — — — — — ( 1,985 ) ( 1,985 ) Dividends declared and paid to common shareholders ($ 0.0025 per share) — — — ( 980 ) — ( 980 ) — ( 980 ) Repurchases of common stock ( 10,003 ) ( 100 ) ( 9,764 ) ( 297,090 ) — ( 306,954 ) — ( 306,954 ) Adjustment of redeemable noncontrolling interest to redemption value — — 8,043 — — 8,043 — 8,043 Other — — ( 25 ) — — ( 25 ) 7,325 7,300 Balances, September 30, 2022 388,761 $ 3,888 $ — $ 4,871,632 $ ( 33,830 ) $ 4,841,690 $ 982,993 $ 5,824,683 Balances, January 1, 2022 453,804 $ 4,538 $ 1,750,135 $ 4,340,588 $ ( 24,616 ) $ 6,070,645 $ 4,906,121 $ 10,976,766 Net income (loss) — — — 1,189,091 — 1,189,091 ( 669,087 ) 520,004 Currency translation adjustment — — — — ( 33,781 ) ( 33,781 ) ( 11,576 ) ( 45,357 ) Cash flow hedges — — — — 13,483 13,483 24,209 37,692 Stock-based compensation — — 41,207 — — 41,207 4,931 46,138 Issuance of common stock pursuant to stock-based compensation awards 675 7 ( 12,723 ) — — ( 12,716 ) — ( 12,716 ) Cash distributions to noncontrolling interest owners — — — — — — ( 93,274 ) ( 93,274 ) Dividends declared and paid to common shareholders ($ 0.0075 per share) — — — ( 3,091 ) — ( 3,091 ) — ( 3,091 ) Issuance of restricted stock units — — 1,941 — — 1,941 186 2,127 Repurchases of common stock ( 65,718 ) ( 657 ) ( 1,767,396 ) ( 654,956 ) — ( 2,423,009 ) — ( 2,423,009 ) Adjustment of redeemable noncontrolling interest to redemption value — — ( 13,355 ) — — ( 13,355 ) — ( 13,355 ) Deconsolidation of MGP — — — — 11,084 11,084 ( 3,184,710 ) ( 3,173,626 ) Other — — 191 — — 191 6,193 6,384 Balances, September 30, 2022 388,761 $ 3,888 $ — $ 4,871,632 $ ( 33,830 ) $ 4,841,690 $ 982,993 $ 5,824,683 The accompanying notes are an integral part of these consolidated financial statements. 5 MGM RESORTS INTERNATIONAL AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) (Unaudited) Common Stock Shares Par Value Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Balances, July 1, 2021 486,530 $ 4,865 $ 3,335,015 $ 2,861,474 $ ( 21,173 ) $ 6,180,181 $ 4,923,941 $ 11,104,122 Net income (loss) — — — 1,350,433 — 1,350,433 ( 15,157 ) 1,335,276 Currency translation adjustment — — — — ( 6,686 ) ( 6,686 ) ( 5,270 ) ( 11,956 ) Cash flow hedges — — — — 2,585 2,585 4,656 7,241 Stock-based compensation — — 10,084 — — 10,084 1,197 11,281 Issuance of common stock pursuant to stock-based compensation awards 408 4 ( 6,228 ) — — ( 6,224 ) — ( 6,224 ) Cash distributions to noncontrolling interest owners — — — — — — ( 3,266 ) ( 3,266 ) Dividends declared and paid to common shareholders ($ 0.0025 per share) — — — ( 1,181 ) — ( 1,181 ) — ( 1,181 ) MGP dividend payable to Class A shareholders — — — — — — ( 81,459 ) ( 81,459 ) Repurchases of common stock ( 17,210 ) ( 172 ) ( 686,361 ) — — ( 686,533 ) — ( 686,533 ) Adjustment of redeemable noncontrolling interest to redemption value — — ( 7,580 ) — — ( 7,580 ) — ( 7,580 ) MGP Class A share issuances — — 40 — 1 41 230 271 Other — — ( 5,166 ) — — ( 5,166 ) 6,151 985 Balances, September 30, 2021 469,728 $ 4,697 $ 2,639,804 $ 4,210,726 $ ( 25,273 ) $ 6,829,954 $ 4,831,023 $ 11,660,977 Balances, January 1, 2021 494,318 $ 4,943 $ 3,439,453 $ 3,091,007 $ ( 30,677 ) $ 6,504,726 $ 4,675,182 $ 11,179,908 Net income (loss) — — — 1,123,357 — 1,123,357 ( 38,364 ) 1,084,993 Currency translation adjustment — — — — ( 10,806 ) ( 10,806 ) ( 8,361 ) ( 19,167 ) Cash flow hedges — — — — 10,116 10,116 14,513 24,629 Stock-based compensation — — 35,271 — — 35,271 3,417 38,688 Issuance of common stock pursuant to stock-based compensation awards 1,352 13 ( 17,895 ) — — ( 17,882 ) — ( 17,882 ) Cash distributions to noncontrolling interest owners — — — — — — ( 166,236 ) ( 166,236 ) Dividends declared and paid to common shareholders ($ 0.0075 per share) — — — ( 3,638 ) — ( 3,638 ) — ( 3,638 ) MGP dividend payable to Class A shareholders — — — — — — ( 81,459 ) ( 81,459 ) Repurchases of common stock ( 25,942 ) ( 259 ) ( 1,025,935 ) — — ( 1,026,194 ) — ( 1,026,194 ) Adjustment of redeemable noncontrolling interest to redemption value — — ( 54,019 ) — — ( 54,019 ) — ( 54,019 ) MGP Class A share issuances — — 99,934 — 3,240 103,174 656,361 759,535 Redemption of MGP OP units — — 171,332 — 5,327 176,659 ( 227,487 ) ( 50,828 ) Other — — ( 8,337 ) — ( 2,473 ) ( 10,810 ) 3,457 ( 7,353 ) Balances, September 30, 2021 469,728 $ 4,697 $ 2,639,804 $ 4,210,726 $ ( 25,273 ) $ 6,829,954 $ 4,831,023 $ 11,660,977 The accompanying notes are an integral part of these consolidated financial statements. 6 MGM RESORTS INTERNATIONAL AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 — ORGANIZATION Organization. MGM Resorts International (together with its consolidated subsidiaries, unless otherwise indicated or unless the context requires otherwise, the “Company”) is a Delaware corporation that acts largely as a holding company and, through subsidiaries, operates casino resorts and provides online gaming . As of September 30, 2022, the Company operates domestic casino resorts, which include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada: Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas ( “ The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), The Mirage, Mandalay Bay, Luxor, New York-New York, Park MGM, and Excalibur. The Company also operates MGM Grand Detroit in Detroit, Michigan, MGM National Harbor in Prince George’s County, Maryland, MGM Springfield in Springfield, Massachusetts, Borgata in Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in Northfield Park, Ohio, and the following resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike Tunica in Tunica. Additionally, the Company operates The Park, a dining and entertainment district located between New York-New York and Park MGM, and the Company owns and operates Shadow Creek, an exclusive world-class golf course located approximately ten miles north of the Las Vegas Strip, and Fallen Oak golf course in Saucier, Mississippi. The Company leases the real estate assets of its domestic resorts pursuant to triple-net lease agreements, as further discussed in Note 9. The Company has an approximate 56 % controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”). MGM Grand Paradise owns and operates MGM Macau and MGM Cotai, two integrated casino, hotel and entertainment resorts in Macau, as well as the related gaming subconcession and land concessions. The Company also has an approximate 98 % controlling interest in LeoVegas AB (“LeoVegas”), a consolidated subsidiary that has global online gaming operations headquartered in Sweden and Malta. Additionally, the Company and its venture partner, Entain plc, each have a 50 % ownership interest in BetMGM, LLC (“BetMGM”), an unconsolidated affiliate, which provides online sports betting and gaming in certain jurisdictions in North America. MGP and the VICI Transaction. Prior to the closing of the VICI Transaction (defined below), MGM Growth Properties LLC (“MGP”) was a consolidated subsidiary of the Company. Substantially all of its assets were owned by and substantially all of its operations were conducted through MGM Growth Properties Operating Partnership LP ("MGP OP”). MGP had two classes of common shares: Class A shares and a single Class B share. The Company owned MGP’s Class B share, through which it held a controlling interest in MGP as it was entitled to an amount of votes representing a majority of the total voting power of MGP’s shares. The Company and MGP each held MGP OP units representing limited partner interests in MGP OP. Immediately prior to the VICI Transaction, the Company owned 41.5 % of MGP OP units, and MGP held the remaining 58.5 % ownership interest in MGP OP. Additionally, the Company had leased the real estate assets of certain of its domestic properties from MGP OP, as further discussed in Note 14, and the real estate assets of Mandalay Bay and MGM Grand Las Vegas from a venture that was 50.1 % owned by a subsidiary of MGP OP and 49.9 % by a subsidiary of Blackstone Real Estate Investment Trust, Inc. (“BREIT”, such venture, the “VICI BREIT Venture”). On April 29, 2022, the Company completed a series of transactions with VICI Properties, Inc. (“VICI”) and MGP whereby VICI acquired MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”), with the Company retaining an approximate 1 % ownership interest in VICI Properties OP LLC (“VICI OP”). MGP’s Class B share that was held by the Company was cancelled. Accordingly, the Company no longer holds a controlling interest in MGP and deconsolidated MGP upon the closing of the transactions. Refer to Note 3 for further discussion of the transactions. In connection with the VICI Transaction, the Company entered into an amended and restated master lease with VICI. Refer to Note 9 for further discussion of the lease. The Cosmopolitan acquisition. On May 17, 2022, the Company acquired the operations of The Cosmopolitan. Additionally, the Company entered into a lease agreement for the real estate assets of The Cosmopolitan. Refer to Note 3 for additional information on this acquisition and Note 9 for further discussion of the lease. 7 LeoVegas acquisition. On September 7, 2022, the Company acquired LeoVegas. Refer to Note 3 for additional information on this acquisition. The Mirage transaction. On December 13, 2021, the Company entered into an agreement to sell the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc. ( “ Hard Rock”). Refer to Note 3 for additional information on this disposition. Gold Strike Tunica transaction. On June 9, 2022, the Company entered into an agreement to sell the operations of Gold Strike Tunica to Cherokee Nation Entertainment Gaming Holdings, LLC (“CNE”), a subsidiary of Cherokee Nation Business. Refer to Note 3 for additional information on this disposition. MGM Grand Paradise existing gaming subconcession and new gaming law. Gaming in Macau is currently administered by the Macau Government through concessions awarded to three different concessionaires and three subconcessionaires. Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A. ("SJMSA," formerly Sociedade de Jogos de Macau, S.A.), a gaming subconcession was acquired by MGM Grand Paradise for the right to operate casino games of chance and other casino games for a period commencing on April 20, 2005 through March 31, 2020. Pursuant to the then-existing Macau gaming law, upon reaching the maximum duration foreseen in the law (up to a maximum term of 20 years), the term of the concessions may be extended one or more times by order of the Chief Executive, which period may not exceed, in total, 5 years. In 2019, MGM Grand Paradise’s subconcession term was extended from March 31, 2020 to June 26, 2022, consistent with the expiration of the other concessionaires and subconcessionaires. On June 23, 2022, MGM Grand Paradise entered into an addendum to its subconcession pursuant to which its gaming subconcession was extended to December 31, 2022 (refer to Note 6 for additional considerations relating to the gaming subconcession). In connection with the extension, MGM Grand Paradise paid the Macau government MOP 47 million (approximately $ 6 million) and provided a bank guarantee to secure the fulfillment of MGM Grand Paradise’s existing commitment of labor liabilities upon expiration of its subconcession (refer to Note 10 for discussion on the guarantee). Additionally, MGM Grand Paradise executed an agreement with the Macau government pursuant to which the casino areas of MGM Cotai and MGM Macau will be reverted, free of charge and without any encumbrances, to the Macau government at the end of the extended subconcession period on December 31, 2022. Management anticipates the gaming assets subject to reversion will be assets used in gaming operations, as well as the gaming areas determined in the agreement. Upon reversion, MGM Grand Paradise will cease to have the legal ownership of the gaming assets, and, while management is currently evaluating the effect of the reversion, it expects that it will retain use of such assets if it is able to obtain a gaming concession in the forthcoming public tender. On January 14, 2022, the Macau government disclosed the content of a proposed bill to amend Macau gaming law, which followed a 45-day public consultation process regarding draft amendment proposals that were issued in September 2021. The new gaming law was approved by the Macau Legislative Assembly on June 21, 2022 and published in the Macau Official Gazette on June 22, 2022. Under the new gaming law, the existing subconcessions will be discontinued and a maximum of six concessions will be awarded for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three years under certain exceptional circumstances. The enactment of the new gaming law precedes the public tender for the awarding of new gaming concessions for which the rules of the public tender were published on July 1, 2022, which outlined the details for the bidding, the qualifications of bidding companies, and the criteria for granting the new gaming concessions. On September 14, 2022, MGM Grand Paradise submitted its bid. The awarding of a new concession contract would permit the operation of games of chance or other games in casinos in Macau, commencing on January 1, 2023. Certain events relating to the loss, termination, rescission, revocation or modification of MGM Grand Paradise’s ability to game in Macau, where such events have a material adverse effect on the financial condition, business, properties, or results of operations of MGM China, taken as a whole, may result in a special put option triggering event under MGM China’s senior notes and in an event of default under MGM China’s revolving credit facilities. Management cannot provide any assurance that it will be able to obtain a gaming concession in the public tender; however, management believes that MGM Grand Paradise will be successful in obtaining a gaming concession. Reportable segments. The Company has three reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China. See Note 13 for additional information about the Company’s segments. Impact of COVID-19 - Update. As of September 30, 2022, all of the Company’s domestic properties were open and not subject to operating restrictions; however, travel and business volume were negatively affected in the early part of the first quarter of 2022 due to the spread of the omicron variant. 8 Macau is currently operating under a “dynamic zero” COVID-19 policy, as is mainland China. The Company’s properties in Macau were open during the first half of 2022, however, gaming operations were temporarily suspended on July 11, 2022 due to an increase in the number of COVID-19 cases in Macau and resumed on July 23, 2022, subject to certain continuing health safeguards. On October 30, 2022, a COVID-19 case was identified as connected to MGM Cotai. All guests and staff were isolated until November 1, 2022 and all gaming, hotel, restaurant, and retail operations were suspended with limited operations expected to resume beginning November 3, 2022. More broadly, electronic applications for individual and group travel visas to Macau resumed on November 1, 2022, however, several travel and entry restrictions in Macau and mainland China remain in place, including COVID-19 testing and certain quarantine requirements, which have significantly impacted visitation to the Company’s Macau properties. Although gaming operations in Macau have resumed and certain restrictions on visa applications have been lifted, protective and operational measures have had a negative effect on MGM China’s operations. The extent and timing of further closures of MGM China’s properties, limitations of operations, or whether further travel restrictions to or from Macau will be implemented is uncertain if there is an increase or continued spread of COVID-19. NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of presentation . As permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2021 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial statements. The results for such periods are not necessarily indicative of the results to be expected for the full year. Principles of consolidation . The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a variable interest entity (“VIE”). The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis. Management has determined that the venture (the “Bellagio BREIT Venture”) that is 5 % owned by a subsidiary of the Company and 95 % owned by a subsidiary of BREIT is a VIE because the equity holders as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance. The Company has determined that it is not the primary beneficiary of Bellagio BREIT Venture because the Company does not have power to direct the activities that could potentially be significant to the venture as BREIT, as the managing member, has such power; accordingly, the Company does not consolidate the venture. The Company’s maximum exposure to loss in Bellagio BREIT Venture is equal to the carrying value of its investment of $ 57 million as of September 30, 2022, assuming no future capital funding requirements, plus the exposure to loss resulting from the Company’s guarantee of the debt of Bellagio BREIT Venture, which guarantee is immaterial as of September 30, 2022, as further discussed in Note 10. For entities determined not to be a VIE, the Company consolidates such entities in which the Company owns 100 % of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity under the voting interest model if it has a controlling financial interest based upon the terms of the respective entities’ ownership agreements, such as MGM China. For these entities, the Company records a noncontrolling interest in the consolidated balance sheets and all intercompany balances and transactions are eliminated in consolidation. If the entity does not qualify for consolidation under the voting interest model and the Company has significant influence over the operating and financial decisions of the entity, the Company generally accounts for the entity under the equity method, such as BetMGM, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process, which prevents the Company from exerting a controlling financial interest in such entity, as defined in ASC 810. For entities over which the Company does not have significant influence, such as VICI OP, the Company accounts for its equity investment under ASC 321. Property and equipment. As of September 30, 2022 and December 31, 2021, the Company had accrued $ 83 million and $ 36 million, respectively, for purchases of property and equipment within accounts payable. 9 Fair value measurements . Fair value measurements affect the Company’s accounting and impairment assessments of its long-lived assets, investments in unconsolidated affiliates or equity interests, assets acquired, and liabilities assumed in an acquisition, and goodwill and other intangible assets. Fair value measurements also affect the Company’s accounting for certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are observable inputs for similar assets; or Level 3 inputs, which are unobservable inputs. The Company used the following inputs in its fair value measurements: • Level 1 inputs when measuring its equity investments recorded at fair value; • Level 1 and Level 2 inputs for its long-term debt fair value disclosures. See Note 7; and • Level 1, Level 2, and Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed in acquisitions. See Note 3. Fair value is measured based upon trading prices on the applicable securities exchange for equity investments for which the Company has elected the fair value option of ASC 825, such as LeoVegas (prior to consolidation), and equity investments accounted for under ASC 321 that have a readily determinable fair value, such as VICI OP. The fair value of these investments was $ 423 million and $ 66 million as of September 30, 2022 and December 31, 2021, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets. Unrealized gains and losses are recorded in “Other, net” in the statements of operations. For the three and nine months ended September 30, 2022, the Company recorded a net unrealized loss on its equity investments of $ 20 million and $ 28 million, respectively. For the three and nine months ended September 30, 2021, the Company recorded a net unrealized loss on its equity investments of $ 48 million and a net unrealized gain on its equity investments of $ 39 million, respectively. Restricted cash. Restricted cash reflects cash held in an escrow account related to the reverse termination fee that was contractually required to be prefunded for The Cosmopolitan acquisition and was reflected as “Restricted Cash” on the consolidated balance sheets as of December 31, 2021. “Restricted Cash” and “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of December 31, 2021. Accounts receivable. As of September 30, 2022 and December 31, 2021, the loss reserve on accounts receivable was $ 113 million and $ 128 million, respectively. Reclassifications. Certain reclassifications have been made to conform the prior period presentation. Revenue recognition. Contract and Contract-Related Liabilities . There may be a difference between the timing of cash receipts from the customer and the recognition of revenue, resulting in a contract or contract-related liability. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer, (2) loyalty program obligations, which represents the deferred allocation of revenue relating to loyalty program incentives earned, and (3) customer advances and other, which is primarily funds deposited by customers before gaming play occurs (“casino front money”) and advance payments on goods and services yet to be provided, such as advance ticket sales and deposits on rooms and convention space or for unpaid wagers. These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within “Other accrued liabilities” on the consolidated balance sheets. The following table summarizes the activity related to contract and contract-related liabilities: Outstanding Chip Liability Loyalty Program Customer Advances and Other 2022 2021 2022 2021 2022 2021 (In thousands) Balance at January 1 $ 176,219 $ 212,671 $ 144,465 $ 139,756 $ 640,001 $ 382,287 Balance at September 30 156,560 177,066 175,716 142,969 747,505 662,096 Increase / (decrease) $ ( 19,659 ) $ ( 35,605 ) $ 31,251 $ 3,213 $ 107,504 $ 279,809 The September 30, 2022 balances exclude liabilities related to assets held for sale. See Note 3. 10 Revenue by source. The Company presents the revenue earned disaggregated by the type or nature of the good or service (casino, room, food and beverage, and entertainment, retail and other) and by relevant geographic region within Note 13. Leases. The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. The Company classifies a lease with terms greater than twelve months as either operating or finance. At commencement, the right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The initial measurement of ROU assets also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. When available, such as for the Company’s triple-net operating leases for which the lessor has provided its implicit rate or provided the assumptions required for the Company to readily determine the rate implicit in the lease, the Company uses the rate implicit in the lease to discount lease payments to present value. However, for most of the Company’s leases, such as its ground subleases and equipment leases, the Company cannot readily determine the implicit rate. Accordingly, the Company uses its incremental borrowing rate to discount the lease payments for such leases based on the information available at the commencement date. Lease terms include options to extend or terminate the lease when it is reasonably certain that such option will be exercised. The Company’s triple-net operating leases each contain renewal periods at the Company’s option, each of which are not considered to be reasonably certain of being exercised. Many of the Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. For finance leases, the ROU asset depreciates on a straight-line basis over the shorter of the lease term or useful life of the ROU asset and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement. Refer to Note 9 for discussion of leases under which the Company is a lessee. Refer to Note 14 for discussion of the master lease with MGP. The Company is a lessor under certain other lease arrangements. Lease revenues earned by the Company from third parties are classified within the line item corresponding to the type or nature of the tenant’s good or service . For the three and nine months ended September 30, 2022, lease revenues from third-party tenants include $ 19 million and $ 52 million recorded within food and beverage revenue, respectively, and $ 30 million and $ 85 million recorded within entertainment, retail, and other revenue for the same such periods, respectively. For the three and nine months ended September 30, 2021, lease revenues from third-party tenants include $ 13 million and $ 29 million recorded within food and beverage revenue, respectively, and $ 22 million and $ 58 million recorded within entertainment, retail, and other revenue for the same such periods, respectively. Lease revenues from the rental of hotel rooms are recorded as rooms revenues within the consolidated statements of operations. Share repurchases. Shares repurchased pursuant to the Company’s share repurchase plans are retired upon purchase. The cost of the repurchases in excess of the aggregate par value of the shares reduces capital in excess of par value, to the extent available, with any residual cost applied against retained earnings . NOTE 3 — ACQUISITIONS AND DIVESTITURES LeoVegas acquisition. On May 2, 2022, the Company commenced a public offer to the shareholders of LeoVegas to tender 100 % of the shares at a price of SEK 61 in cash per share. On September 7, 2022, the Company completed its tender offer and acquired 65 % of the outstanding shares of LeoVegas and, at the completion of an extended acceptance period on September 22, 2022, acquired an additional 2 % of outstanding shares, for an aggregate cash tender price of $ 370 million. During the tender offer period, the Company had acquired 31 % of outstanding shares in open market purchases that had an acquisition-date fair value of approximately $ 172 million. As the Company’s previous 31 % ownership interest was accounted for at fair value, no gain or loss was recorded upon consolidation. The remaining outstanding shares, with a fair value of approximately $ 11 million based upon the tender price, will be settled by the Company in cash in connection with squeeze-out proceedings. The acquisition provides the Company an opportunity to create a scaled global online gaming business. The Company recognized 100 % of the assets, liabilities, and noncontrolling interests of LeoVegas at fair value at the date of the acquisition. The fair value of the acquired equity interests of LeoVegas was determined by the tender price and equaled $ 556 million, inclusive of cash settlement of equity awards. Under the acquisition method, the fair value was 11 allocated to the assets acquired, liabilities assumed, and noncontrolling interests. T he Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs. The estimated fair values of the identified intangible assets were determined using methodologies under the income approach based on significant inputs that were not observable. The intangible assets include trademarks, which is an indefinite-lived intangible asset, and customer lists and technology, which are finite-lived intangibles that are amortized over each of their estimated useful lives of five years . Goodwill is primarily attributable to the profitability of LeoVegas in excess of identifiable assets as well as expected synergies and is not deductible for tax purposes. All of the goodwill was assigned to Corporate and other. The allocation of fair value is preliminary as of September 30, 2022 and is primarily open for the valuation of the acquired intangible assets and for income tax impacts, and may be adjusted up to one year after the acquisition. The following table sets forth the preliminary purchase price allocation (in thousands): Cash and cash equivalents $ 93,407 Receivables and other current assets 36,872 Technology 126,162 Trademarks 166,356 Customer lists 140,843 Goodwill 238,040 Other long-term assets 19,181 Accounts payable, accrued liabilities, and other current liabilities ( 118,302 ) Debt ( 104,439 ) Other long-term liabilities ( 39,564 ) Noncontrolling interests ( 2,861 ) $ 555,695 The operating results for LeoVegas are included in the consolidated statements of operations from the date of acquisition. LeoVegas’s net revenue for the period from September 7, 2022 through September 30, 2022 was $ 31 million and operating loss and net loss were $ 3 million and $ 4 million, respectively. The Cosmopolitan acquisition. On May 17, 2022, the Company acquired 100 % of the equity interests in the entities that own the operations of The Cosmopolitan for cash consideration of $ 1.625 billion plus working capital adjustments for a total purchase price of approximately $ 1.7 billion. The acquisition expands the Company’s customer base and provides a greater depth of choices and experiences for guests in Las Vegas. The Company recognized 100 % of the acquired assets and assumed liabilities at fair value at the date of the acquisition. Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction. The Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs. The estimated fair values of the identified intangible assets were determined using methodologies under the income approach based on significant inputs that were not observable. The intangible assets include trademarks, which is an indefinite-lived intangible asset, and customer lists, which is amortized over its estimated useful life of seven years . Goodwill, which is deductible for tax purposes, is primarily attributable to the profitability of The Cosmopolitan in excess of identifiable assets as well as expected synergies. All of the goodwill was assigned to the Company’s Las Vegas Strip Resorts segment. As of September 30, 2022, the purchase price allocation is preliminary, however, the Company does not expect material changes to the value of the assets acquired or liabilities assumed. 12 The following table sets forth the preliminary purchase price allocation (in thousands): Cash and cash equivalents $ 80,670 Receivables and other current assets 94,354 Property and equipment 120,912 Trademarks 130,000 Customer lists 95,000 Goodwill 1,289,468 Operating lease right-of-use-assets, net 3,404,894 Other long-term assets 23,709 Accounts payable, accrued liabilities, and other current liabilities ( 145,136 ) Operating lease liabilities ( 3,401,815 ) Other long-term liabilities ( 1,570 ) $ 1,690,486 The operating results for The Cosmopolitan are included in the consolidated statements of operations from the date of acquisition. The Cosmopolitan’s net revenue for the period from May 17, 2022 through September 30, 2022 was $ 465 million and operating income and net income were each $ 57 million. CityCenter acquisition. On September 27, 2021, the Company acquired Infinity World’s 50 % ownership interest in CityCenter for cash consideration of $ 2.125 billion. Prior to the acquisition, the Company held a 50 % ownership interest, which was accounted for under the equity method. Through the acquisition, the Company obtained 100 % of the equity interests and therefore consolidated CityCenter as of September 27, 2021. The fair value of the equity interests was determined by the transaction price and equaled $ 4.25 billion. The carrying value of the Company's equity method investment was less than its share of the fair value of CityCenter at the acquisition date, resulting in a net gain of $ 1.6 billion upon consolidation, which was recognized as "Gain on consolidation of CityCenter, net" on the consolidated statements of operations. On September 28, 2021, the Company sold the real estate assets of Aria (including Vdara) for cash consideration of $ 3.89 billion and entered into a lease agreement pursuant to which the Company leases back the real property. The Company classified the real estate assets as held for sale as of the acquisition date and accordingly measured the real estate assets at fair value less costs to sell, as reflected in the table below. See Note 9 for discussion of the lease. The Company recognized 100 % of the assets and liabilities of CityCenter at fair value at the date of the acquisition. Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction. The Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs. The fair value of the acquired indefinite-lived trademarks was determined using methodologies under the relief from royalty method based on significant inputs that were not observable. The goodwill is primarily attributable to the profitability of CityCenter in excess of identifiable assets, of which approximately 50 % of the goodwill is deductible for income tax purposes. All of the goodwill was assigned to the Company’s Las Vegas Strip Resorts segment. 13 The following table sets forth the purchase price allocation (in thousands): Cash and cash equivalents $ 335,396 Receivables and other current assets 106,417 Property and equipment - real estate assets held for sale 3,888,431 Property and equipment 323,093 Trademarks 180,000 Goodwill 1,397,338 Other long-term assets 13,923 Accounts payable, accrued liabilities, and other current liabilities ( 201,093 ) Debt ( 1,729,451 ) Other long-term liabilities ( 64,054 ) $ 4,250,000 Unaudited pro forma information - CityCenter and The Cosmopolitan acquisitions . The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of its controlling interest of CityCenter had occurred as of January 1, 2020 and the acquisition of The Cosmopolitan had occurred as of January 1, 2021. The pro forma information excludes the gain on consolidation of CityCenter and does not reflect transactions that occurred subsequent to acquisition, such as the Aria real estate sale-leaseback transaction or the repayment of CityCenter’s assumed debt. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of the indicated date. Pro forma results of operations for the LeoVegas acquisition have not been included because it is not material to the consolidated results of operations. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Net revenues $ 3,416,072 $ 3,208,590 $ 9,958,088 $ 7,762,826 Net income (loss) attributable to MGM Resorts International ( 576,830 ) 226,231 1,203,246 37,454 VICI Transaction. On April 29, 2022, VICI acquired MGP in a stock-for-stock transaction. MGP Class A shareholders received 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and the Company received 1.366 units of VICI OP in exchange for each MGP OP unit held by the Company. The fixed exchange ratio represents an agreed upon price of $ 43 per share of MGP Class A share to the five-day volume weighted average price of VICI stock as of the close of business on July 30, 2021. In connection with the exchange, VICI OP redeemed the majority of the Company’s VICI OP units for cash consideration of $ 4.4 billion, with the Company retaining an approximate 1 % ownership interest in VICI OP that had a fair value of approximately $ 375 million. MGP’s Class B share that was held by the Company was cancelled. Accordingly, the Company no longer holds a controlling interest in MGP and deconsolidated MGP upon the closing of the transactions. Further, the Company entered into an amended and restated master lease with VICI as discussed in Note 9. The lease between the Company and VICI BREIT Venture for the real estate assets of Mandalay Bay and MGM Grand Las Vegas remained unchanged. In connection with the transactions, the Company recognized a $ 2.3 billion gain recorded within “Gain on REIT transactions, net.” The gain reflects the fair value of consideration received of $ 4.8 billion plus the carrying amount of noncontrolling interest immediately prior to the transactions of $ 3.2 billion less the carrying value of the assets and liabilities and accumulated comprehensive income derecognized of $ 5.7 billion. 14 The major classes of assets and liabilities derecognized are as follows (in thousands): Cash and cash equivalents $ 25,387 Income tax receivable 5,486 Prepaid expenses and other 128 Property and equipment, net 9,250,519 Investments in and advances to unconsolidated affiliates 817,901 Operating lease right-of-use assets, net 236,255 Other long-term assets, net 3,991 Total assets $ 10,339,667 Accounts payable $ 1,136 Accrued interest on long-term debt 68,150 Other accrued liabilities 4,057 Deferred income taxes, net 1,284 Long-term debt, net 4,259,473 Operating lease liabilities 336,689 Total liabilities $ 4,670,789 The Mirage. On December 13, 2021, the Company entered into an agreement to sell the operations of The Mirage to an affiliate of Hard Rock for cash consideration of $ 1.075 billion, subject to certain purchase price adjustments. Upon closing, the master lease between the Company and VICI will be amended to remove The Mirage and to reflect a $ 90 million reduction in annual cash rent. The transaction is expected to close during the fourth quarter of 2022, subject to certain closing conditions, including, but not limited to, the receipt of regulatory approvals. The closing condition that the VICI Transaction is consummated or terminated was resolved upon the closing of such transaction and, accordingly, the asset group is classified as held for sale as of September 30, 2022. Gold Strike Tunica. On June 9, 2022, the Company entered into an agreement to sell the operations of Gold Strike Tunica to CNE for cash consideration of $ 450 million, subject to certain purchase price adjustments. Upon closing, the master lease between the Company and VICI will be amended to remove Gold Strike Tunica and to reflect a $ 40 million reduction in annual cash rent. The transaction is expected to close during the first quarter of 2023, subject to certain closing conditions, including, but not limited to, the receipt of regulatory approvals. The asset group is classified as held for sale as of September 30, 2022. The Mirage and Gold Strike Tunica are not classified as discontinued operations because the Company concluded that the sales are not a strategic shift that have a major effect on the Company’s operations or its financial results and they do not represent a major geographic segment or product line. 15 The major classes of assets and liabilities classified as held for sale as of September 30, 2022 are as follows: The Mirage Gold Strike Tunica (In thousands) Assets Cash and cash equivalents $ 18,636 $ 21,020 Accounts receivable, net 19,102 2,404 Inventories 5,371 978 Prepaid expenses and other 8,139 1,786 Property and equipment, net 25,755 20,269 Goodwill 10,249 40,523 Other intangible assets, net 3,095 5,700 Operating lease right-of-use assets, net 1,322,219 511,090 Other long-term assets, net 7,046 1,406 Assets held for sale $ 1,419,612 $ 605,176 Liabilities Accounts payable $ 10,773 $ 5,914 Other accrued liabilities 65,924 17,738 Other long-term obligations 6,666 2,538 Operating lease liabilities 1,328,710 515,777 Liabilities related to assets held for sale $ 1,412,073 $ 541,967 NOTE 4 — PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: September 30, 2022 December 31, 2021 (In thousands) Land $ 437,387 $ 4,082,842 Buildings, building improvements and land improvements 4,466,445 12,236,042 Furniture, fixtures and equipment 4,318,266 5,722,565 Construction in progress 501,244 421,445 9,723,342 22,462,894 Less: Accumulated depreciation ( 4,802,569 ) ( 8,179,310 ) Finance lease ROU assets, net 168,523 151,909 $ 5,089,296 $ 14,435,493 NOTE 5 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES Investments in and advances to unconsolidated affiliates consisted of the following: September 30, 2022 December 31, 2021 (In thousands) VICI BREIT Venture ( 50.1 % owned by MGP OP through April 28, 2022) $ — $ 816,756 BetMGM ( 50 %) 54,002 41,060 Other 131,756 109,228 $ 185,758 $ 967,044 16 The Company recorded its share of income (loss) from unconsolidated affiliates, including adjustments for basis differences, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Income (loss) from unconsolidated affiliates $ ( 17,467 ) $ 35,111 $ ( 119,888 ) $ 92,870 Non-operating items from unconsolidated affiliates ( 995 ) ( 23,421 ) ( 22,248 ) ( 67,473 ) $ ( 18,462 ) $ 11,690 $ ( 142,136 ) $ 25,397 The following table summarizes information related to the Company’s share of operating income (loss) from unconsolidated affiliates: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) CityCenter $ — $ 40,747 $ — $ 128,127 VICI BREIT Venture — 38,959 51,051 116,876 BetMGM ( 23,582 ) ( 49,060 ) ( 186,804 ) ( 154,275 ) Other 6,115 4,465 15,865 2,142 $ ( 17,467 ) $ 35,111 $ ( 119,888 ) $ 92,870 Refer to Note 3 for discussion of the acquisition and consolidation of CityCenter in September 2021 and for discussion of the derecognition of the assets and liabilities of MGP, which included MGP OP’s investment in VICI BREIT Venture, in April 2022. VICI BREIT Venture distributions. For the nine months ended September 30, 2022, MGP OP received $ 32 million in distributions. For the three and nine months ended September 30, 2021, MGP OP received $ 24 million and $ 70 million in distributions, respectively. BetMGM contributions. For the three and nine months ended September 30, 2022, the Company contributed $ 50 million and $ 200 million to BetMGM, respectively. For the three and nine months ended September 30, 2021, the Company contributed $ 50 million and $ 150 million to BetMGM, respectively. CityCenter sale of Harmon land. In June 2021, CityCenter closed the sale of its Harmon land for $ 80 million on which it recorded a $ 30 million gain. The Company recorded a $ 50 million gain, which included $ 15 million of its 50 % share of the gain recorded by CityCenter and $ 35 million representing the reversal of certain basis differences. 17 NOTE 6 — GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and other intangible assets consisted of the following: September 30, 2022 December 31, 2021 (In thousands) Goodwill $ 4,945,188 $ 3,480,997 Indefinite-lived intangible assets: Trademarks $ 762,969 $ 479,238 Gaming rights and other 384,593 378,098 Total indefinite-lived intangible assets 1,147,562 857,336 Finite-lived intangible assets: MGM Grand Paradise gaming subconcession 4,491,735 4,516,532 Less: Accumulated amortization ( 3,275,181 ) ( 1,865,219 ) 1,216,554 2,651,313 Customer lists 285,841 52,000 Less: Accumulated amortization ( 47,314 ) ( 32,188 ) 238,527 19,812 Other gaming rights 106,600 106,600 Less: Accumulated amortization ( 31,539 ) ( 26,209 ) 75,061 80,391 Technology and other 136,051 13,207 Less: Accumulated amortization ( 7,592 ) ( 5,674 ) 128,459 7,533 Total finite-lived intangible assets, net 1,658,601 2,759,049 Total other intangible assets, net $ 2,806,163 $ 3,616,385 Goodwill. A summary of changes in the Company’s goodwill is as follows: 2022 Balance at January 1 Acquisitions Reclassifications Currency exchange Balance at September 30 (In thousands) Las Vegas Strip Resorts $ 1,427,790 $ 1,289,468 $ ( 10,249 ) $ — $ 2,707,009 Regional Operations 701,463 — ( 40,523 ) — 660,940 MGM China 1,351,744 — — ( 9,163 ) 1,342,581 Corporate and other — 238,040 — ( 3,382 ) 234,658 $ 3,480,997 $ 1,527,508 $ ( 50,772 ) $ ( 12,545 ) $ 4,945,188 2021 Balance at January 1 Acquisitions Reclassifications Currency exchange Balance at December 31 (In thousands) Las Vegas Strip Resorts $ 30,452 $ 1,397,338 $ — $ — $ 1,427,790 Regional Operations 701,463 — — — 701,463 MGM China 1,359,363 — — ( 7,619 ) 1,351,744 $ 2,091,278 $ 1,397,338 $ — $ ( 7,619 ) $ 3,480,997 18 Goodwill was recognized in 2022 related to the acquisition of the operations of The Cosmopolitan and LeoVegas, which is included in Las Vegas Strip Resorts and Corporate and other, respectively. Goodwill related to The Mirage and Gold Strike Tunica, which are included in Las Vegas Strip Resorts and Regional Operations, respectively, were reclassified into assets held for sale in 2022 as further discussed in Note 3. Goodwill was recognized in 2021 related to the acquisition of the 50 % ownership interest in CityCenter, which is included in Las Vegas Strip Resorts. MGM Grand Paradise gaming subconcession. As described in Note 1, the enactment of the new Macau gaming law in June 2022 provides for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also includes material changes to the rights and obligations provided for under the new gaming concessions to be awarded in the upcoming public tender. As a result, the Company determined that the existing MGM Grand Paradise gaming subconcession and new gaming concession, if obtained, would be two separate units of account. Further, as the material changes in the legal and regulatory environment could have an adverse effect on the value of MGM Grand Paradise’s gaming subconcession, the Company concluded that a triggering event had occurred under ASC 360 in June 2022 for the MGM China asset group. The Company compared the estimated undiscounted cash flows of the asset group to its carrying value and determined that the undiscounted cash flows significantly exceeded the carrying value and therefore, no impairment was indicated. Additionally, in June 2022, the Company reassessed the useful life of the existing gaming subconcession intangible asset and determined that, given the new gaming law and the resulting changes described above, the useful life would no longer be based on the initial term of the MGM Cotai land concession, which ends in January 2038, and that the useful life should be revised to align with the cessation of the subconcession rights that will occur at the end of the contractual term of the existing gaming subconcession, which ends on December 31, 2022. Accordingly, amortization of the MGM Grand Paradise gaming subconcession will be recognized on a straight-line basis over its reduced useful life. 19 NOTE 7 — LONG-TERM DEBT Long-term debt consisted of the following: September 30, 2022 December 31, 2021 (In thousands) MGP OP senior secured credit facility $ — $ 50,000 MGM China first revolving credit facility 1,242,070 360,414 MGM China second revolving credit facility 12,739 — LeoVegas revolving credit facility 39,206 — LeoVegas senior notes, due 2023 62,570 — 7.75 % senior notes, due 2022 — 1,000,000 6 % senior notes, due 2023 1,250,000 1,250,000 5.625 % MGP OP senior notes, due 2024 — 1,050,000 5.375 % MGM China senior notes, due 2024 750,000 750,000 6.75 % senior notes, due 2025 750,000 750,000 5.75 % senior notes, due 2025 675,000 675,000 4.625 % MGP OP senior notes, due 2025 — 800,000 5.25 % MGM China senior notes, due 2025 500,000 500,000 5.875 % MGM China senior notes, due 2026 750,000 750,000 4.5 % MGP OP senior notes, due 2026 — 500,000 4.625 % senior notes, due 2026 400,000 400,000 5.75 % MGP OP senior notes, due 2027 — 750,000 5.5 % senior notes, due 2027 675,000 675,000 4.75 % MGM China senior notes, due 2027 750,000 750,000 4.5 % MGP OP senior notes, due 2028 — 350,000 4.75 % senior notes, due 2028 750,000 750,000 3.875 % MGP OP senior notes, due 2029 — 750,000 7 % debentures, due 2036 552 552 8,607,137 12,860,966 Less: Premiums, discounts, and unamortized debt issuance costs, net ( 45,878 ) ( 90,169 ) 8,561,259 12,770,797 Less: Current portion ( 1,351,422 ) ( 1,000,000 ) $ 7,209,837 $ 11,770,797 Senior secured credit facility. At September 30, 2022, the Company’s senior secured credit facility consisted of a $ 1.675 billion revolving credit facility, of which no amounts were drawn. The Company’s senior secured credit facility contains customary representations and warranties, events of default and positive and negative covenants. The Company was in compliance with its credit facility covenants at September 30, 2022. MGM China first revolving credit facility. At September 30, 2022, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion unsecured revolving credit facility, which was fully drawn. At September 30, 2022, the weighted average interest rate was 5.23 %. The MGM China first revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio. In February 2022, MGM China further amended its first revolving credit 20 facility to extend the financial covenant waivers through maturity in May 2024. MGM China was in compliance with its applicable first revolving credit facility covenants at September 30, 2022. MGM China second revolving credit facility. At September 30, 2022, the MGM China second revolving credit facility consisted of a HK$ 3.12 billion unsecured revolving credit facility with an option to increase the amount of the facility up to HK$ 3.9 billion, subject to certain conditions. Draws will be subject to satisfaction of certain conditions precedent, including evidence that the MGM China first revolving credit facility has been fully drawn. At September 30, 2022, $ 13 million was drawn on the MGM China second revolving credit facility and the weighted average interest rate was 4.81 %. The MGM China second revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio. In February 2022, MGM China further amended its second revolving credit facility to extend the financial covenant waivers through maturity in May 2024. MGM China was in compliance with its applicable second revolving credit facility covenants at September 30, 2022. LeoVegas revolving credit facility. As of September 30, 2022, the LeoVegas revolving credit facility consisted of a € 40 million revolving facility, which was fully drawn. The revolving credit facility matures on November 27, 2023 and has an interest rate based on Euro Interbank Offered Rate plus 250 basis points. As of September 30, 2022, the interest rate was 3.67 %. The LeoVegas revolving credit facility contains customary representations and warranties, events of default, and positive, negative, and financial covenants, including compliance with a maximum leverage ratio and minimum interest coverage ratio. LeoVegas was in compliance with its applicable revolving credit facility covenants at September 30, 2022. The revolving credit facility contains a change-of-control provision which requires repayment of the facility, together with accrued interest, within 60 days following a change-of-control event. As the Company’s acquisition of LeoVegas triggers the change-of-control provision, the revolving credit facility is classified as current. Senior notes. In March 2022, the Company repaid its $ 1.0 billion 7.75 % notes due 2022 upon maturity. MGM China senior notes. In March 2021, MGM China issued $ 750 million in aggregate principal amount of 4.75 % senior notes due 2027 at an issue price of 99.97 %. MGP OP senior secured credit facility and MGP OP senior notes. In April 2022, the MGP OP senior secured credit facility and the senior notes of MGP OP were derecognized in connection with the deconsolidation of MGP as a result of the VICI Transaction. In March 2022, MGP OP terminated its interest rate swap agreements. LeoVegas senior unsecured notes. As of September 30, 2022, LeoVegas had senior unsecured notes of SEK 700 million in aggregate principal outstanding and have an option to increase the issuance to SEK 800 million. The notes mature on December 10, 2023 with interest payable quarterly in arrears at an interest rate based on Stockholm Interbank Offered Rate plus 550 basis points. As of September 30, 2022, the interest rate was 6.98 %. The LeoVegas senior unsecured notes contains customary representations and warranties, events of default, and positive, negative, and financial covenants, including compliance with a maximum leverage ratio. LeoVegas was in compliance with its applicable senior unsecured notes covenants at September 30, 2022. The senior unsecured notes contain a change-of-control provision which provides for the holders to request that all or a portion of the principal amount held be repurchased at a price of 101 %, together with accrued interest, during a period of 60 days following notice. As the Company’s acquisition of LeoVegas triggers the change-of-control provision, the senior unsecured notes are classified as current. Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was $ 7.8 billion and $ 13.4 billion at September 30, 2022 and December 31, 2021, respectively. Fair value was estimated using quoted market prices for the Company’s senior notes and credit facilities. 21 NOTE 8 — INCOME TAXES For interim income tax reporting the Company estimates its annual effective tax rate and applies it to its year-to-date ordinary income. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. The Company’s effective income tax rate was a benefit of 10.6 % on loss before income taxes and a provision of 43.8 % on income before income taxes for the three and nine months ended September 30, 2022, respectively, compared to a provision of 17.4 % and 16.9 % on income before income taxes for the three and nine months ended September 30, 2021, respectively. The Company recognizes deferred income tax assets, net of applicable reserves, related to net operating losses, tax credit carryforwards and certain temporary differences. The Company recognizes future tax benefits to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied. During the three months ended September 30, 2022, the Company decreased its Macau deferred tax liabilities by $ 296 million as a result of an extension of the exemption from the Macau 12% complementary tax to the end of the year, with a corresponding decrease to provision for income taxes and increased its state deferred tax liabilities by $ 59 million with a corresponding increase to provision for income taxes as a result of income tax regulations published by the state of New Jersey during the quarter. During the nine months ended September 30, 2022, the Company decreased its Macau deferred tax liabilities by $ 227 million as a result of the extension of the exemption from the Macau 12% complementary tax to the end of the year and the impact of the reassessment of the useful life of the MGM Grand Paradise gaming subconcession and increased its state deferred tax liabilities by $ 14 million due to the increase resulting from the issuance of the New Jersey income tax regulations, partially offset by a decrease resulting from the VICI Transaction, with a corresponding increase to provision for income taxes. During the nine months ended September 30, 2022, the Company reversed $ 13 million of unrecognized tax benefit upon the resolution of a tax accounting method issue related to its customer loyalty program. NOTE 9 — LEASES The Company leases real estate, land underlying certain of its properties, and various equipment under operating and, to a lesser extent, finance lease arrangements. Real estate assets and land. The Company leases the real estate assets of its domestic resorts pursuant to triple-net lease agreements, which are classified as operating leases. The triple-net structure of the leases requires the Company to pay substantially all costs associated with each property, including real estate taxes, insurance, utilities and routine maintenance (with each lease obligating the Company to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent. Each of the leases also requires the Company to comply with certain financial covenants, which, if not met, would require the Company to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to 6 months or 1 year of rent, as applicable to the circumstances, under the VICI lease, 1 year of rent under the Mandalay Bay and MGM Grand Las Vegas lease, the Aria lease, and The Cosmopolitan lease, and 2 years of rent under the Bellagio lease. The Company was in compliance with its applicable covenants under its leases as of September 30, 2022. Bellagio lease . The Company leases the real estate assets of Bellagio from the Bellagio BREIT Venture. The Bellagio lease commenced November 15, 2019 and has an initial term of 30 years with two 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 10 years and, thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 % during the 11th through 20th years and 4 % thereafter. Annual cash rent payments for the third lease year that commenced on December 1, 2021 increased to $ 255 million as a result of the 2 % fixed annual escalator. Mandalay Bay and MGM Grand Las Vegas lease . The Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from VICI BREIT Venture. The Mandalay Bay and MGM Grand Las Vegas lease commenced February 14, 2020 and has an initial term of 30 years with two 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years and, thereafter, an escalator equal to the greater of 2 % and the 22 CPI increase during the prior year, subject to a cap of 3 %. Annual cash rent payments for the third lease year that commenced on March 1, 2022 increased to $ 304 million as a result of the 2 % fixed annual escalator. Aria lease . The Company leases the real estate assets of Aria (including Vdara) from funds managed by Blackstone. The Aria lease commenced September 28, 2021 and has an initial term of 30 years with three 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 %. Annual cash rent payments for the second lease year that commenced on October 1, 2022 increased to $ 219 million as a result of the 2 % fixed annual escalator. The VICI lease and ground subleases. The Company leases the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from VICI. The VICI lease commenced April 29, 2022 and has an initial term of 25 years, with three 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 10 years, and thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year subject to a cap of 3 %. Additionally, the VICI lease provides VICI with a right of first offer with respect to any further gaming development by the Company on the undeveloped land adjacent to Empire City, which VICI may exercise should the Company elect to sell the property. Annual cash rent payments for the first lease year that commenced on April 29, 2022 was $ 860 million. The Company is required to pay the rent payments under the ground leases of the Borgata, Beau Rivage, and National Harbor through the term of the VICI lease. The ground subleases of Beau Rivage and National Harbor are classified as operating leases and the ground sublease of Borgata is classified as a finance lease. The Cosmopolitan lease. The Company leases the real estate assets of The Cosmopolitan from a subsidiary of BREIT. The Cosmopolitan lease commenced May 17, 2022 and has an initial term of 30 years with three 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 %. Annual cash rent payments for the first lease year that commenced on May 17, 2022 was $ 200 million. MGM China land concessions . MGM Grand Paradise has MGM Macau and MGM Cotai land concession contracts with the government of Macau, each with an initial 25 -year contract term ending in April 2031 and January 2038, respectively, with a right to renew for further consecutive periods of 10 years, at MGM Grand Paradise’s option. The land leases are classified as operating leases. Other information. Components of lease costs and other information related to the Company’s leases are: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Operating lease cost, primarily classified within “General and administrative” (1) $ 615,137 $ 201,265 $ 1,375,973 $ 599,219 Finance lease costs Interest expense (2) $ 2,037 $ 1,186 $ 4,741 $ 134 Amortization expense 18,406 17,785 58,056 53,271 Total finance lease costs $ 20,443 $ 18,971 $ 62,797 $ 53,405 (1) The Bellagio lease is held with a related party, as further discussed in Note 14. Operating lease cost includes $ 83 million for each of the three months ended September 30, 2022 and 2021 and $ 248 million for each of the nine months ended September 30, 2022 and 2021 related to the Bellagio lease. (2) For the three and nine months ended September 30, 2021, interest expense includes the effect of COVID-19 related rent concessions which was recognized as negative variable rent expense. 23 September 30, 2022 December 31, 2021 (In thousands) Operating leases Operating lease right-of-use assets, net (1) $ 24,655,971 $ 11,492,805 Operating lease liabilities - current, classified within “Other accrued liabilities” $ 50,108 $ 31,706 Operating lease liabilities - long-term (2) 25,144,876 11,802,464 Total operating lease liabilities $ 25,194,984 $ 11,834,170 Finance leases Finance lease right-of-use assets, net classified within “Property and equipment, net” $ 168,523 $ 151,909 Finance lease liabilities - current, classified within “Other accrued liabilities” $ 69,862 $ 87,665 Finance lease liabilities - long-term, classified within “Other long-term obligations” 101,420 75,560 Total finance lease liabilities $ 171,282 $ 163,225 Weighted average remaining lease term (years) Operating leases 27 29 Finance leases 13 2 Weighted average discount rate (%) Operating leases 7 7 Finance leases 5 3 (1) As of September 30, 2022 and December 31, 2021, operating lease right-of-use assets, net included $ 3.6 billion related to the Bellagio lease. (2) As of September 30, 2022 and December 31, 2021, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease. Nine Months Ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities (In thousands) Operating cash outflows from operating leases $ 1,065,498 $ 483,031 Operating cash outflows from finance leases 4,746 3,685 Financing cash outflows from finance leases (1) 69,663 55,815 ROU assets obtained in exchange for new lease liabilities Operating leases $ 15,538,156 $ 3,388,103 Finance leases 87,840 21,081 (1) Included within “Other” within “Cash flows from financing activities” on the consolidated statements of cash flows. 24 Maturities of lease liabilities were as follows: Operating Leases Finance Leases Year ending December 31, (In thousands) 2022 (excluding the nine months ended September 30, 2022) $ 440,304 $ 19,062 2023 1,795,191 72,205 2024 1,825,515 8,752 2025 1,855,909 8,250 2026 1,883,083 7,016 Thereafter 52,805,135 142,179 Total future minimum lease payments 60,605,137 257,464 Less: Amount of lease payments representing interest ( 35,410,153 ) ( 86,182 ) Present value of future minimum lease payments 25,194,984 171,282 Less: Current portion ( 50,108 ) ( 69,862 ) Long-term portion of lease liabilities $ 25,144,876 $ 101,420 NOTE 10 — COMMITMENTS AND CONTINGENCIES Litigation. The Company is a party to various legal proceedings, most of which relate to routine matters incidental to its business. Management does not believe that the outcome of such proceedings will have a material adverse effect on the Company’s financial position, results of operations or cash flows . Other guarantees. The Company and its subsidiaries are party to various guarantee contracts in the normal course of business, which are generally supported by letters of credit issued by financial institutions . The Company’s senior credit facility limits the amount of letters of credit that can be issued to $ 1.35 billion. At September 30, 2022, $ 33 million in letters of credit were outstanding under the Company’s senior credit facility. The amount of available borrowings under the credit facility is reduced by any outstanding letters of credit. MGM China bank guarantee. In May 2019, in connection with the extension of the term of its gaming subconcession to June 2022, MGM Grand Paradise provided a bank guarantee to the government of Macau in the amount of MOP 820 million (approximately $ 101 million as of September 30, 2022) to warrant the fulfillment of an existing commitment of labor liabilities upon expiration of the gaming subconcession. In September 2022, in connection with the June 2022 extension of the term of its gaming subconcession to December 31, 2022, MGM Grand Paradise increased its bank guarantee to the government of Macau to the amount of MOP 880 million (approximately $ 109 million as of September 30, 2022). Bellagio BREIT Venture shortfall guarantee. The Company provides a shortfall guarantee of the $ 3.01 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, which matures in 2029. The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of Bellagio owned by Bellagio BREIT Venture, and the debt obligation. This guarantee is accounted for under ASC 460 at fair value; such value is immaterial. VICI BREIT Venture shortfall guarantee. The Company provides a shortfall guarantee of the $ 3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of VICI BREIT Venture, which has an initial term of 12 years , maturing in 2032, with an anticipated repayment date of March 2030. The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of Mandalay Bay and MGM Grand Las Vegas, owned by VICI BREIT Venture, and the debt obligation. This guarantee is accounted for under ASC 460 at fair value; such value is immaterial. 25 NOTE 11 — EARNINGS PER SHARE The table below reconciles basic and diluted earnings per share of common stock. Diluted weighted-average common and common equivalent shares include adjustments for potential dilution of share-based awards outstanding under the Company’s stock compensation plan. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Numerator: Net income (loss) attributable to MGM Resorts International $ ( 576,830 ) $ 1,350,433 $ 1,189,091 $ 1,123,357 Adjustment related to redeemable noncontrolling interests 8,043 ( 7,580 ) ( 13,355 ) ( 54,019 ) Net income (loss) attributable to common stockholders – basic and diluted $ ( 568,787 ) $ 1,342,853 $ 1,175,736 $ 1,069,338 Denominator: Weighted-average common shares outstanding – basic 393,295 478,405 417,686 487,509 Potential dilution from share-based awards — 5,810 4,084 5,675 Weighted-average common and common equivalent shares – diluted 393,295 484,215 421,770 493,184 Antidilutive share-based awards excluded from the calculation of diluted earnings per share 5,258 77 591 32 NOTE 12 — STOCKHOLDERS’ EQUITY MGM Resorts International dividends. On November 2, 2022 the Company’s Board of Directors approved a quarterly dividend of $ 0.0025 per share that will be payable on December 15, 2022 to holders of record on December 9, 2022. MGM Resorts International stock repurchase plan. The Company’s Board of Directors authorized a $ 2.0 billion stock repurchase plan in March 2022 and a $ 3.0 billion stock repurchase plan in February 2020. Under the stock repurchase plans, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time. During the three months ended September 30, 2021, the Company repurchased approximately 17 million shares of its common stock at an average price of $ 39.89 per share for an aggregate amount of $ 687 million. During the nine months ended September 30, 2021, the Company repurchased approximately 26 million shares of its common stock at an average price of $ 39.56 per share for an aggregate amount of $ 1.0 billion. Repurchased shares were retired. During the three months ended September 30, 2022, the Company repurchased approximately 10 million shares of its common stock at an average price of $ 30.69 per share for an aggregate amount of $ 307 million. During the nine months ended September 30, 2022, the Company repurchased approximately 66 million shares of its common stock at an average price of $ 36.87 per share for an aggregate amount of $ 2.4 billion, which included the February 2022 repurchase of 4.5 million shares at a price of $ 45.00 per share for an aggregate amount of $ 202.5 million from funds managed by Corvex Management LP, a related party. In connection with these repurchases, the February 2020 $ 3.0 billion stock repurchase plan was completed. Repurchased shares were retired. The remaining availability under the March 2022 $ 2.0 billion stock repurchase plan was $ 827 million as of September 30, 2022. Subsequent to the quarter ended September 30, 2022, the Company repurchased 6 million shares of its common stock at an average price of $ 31.76 per share for an aggregate amount of $ 183 million. Repurchased shares were retired. 26 Accumulated other comprehensive loss. Changes in accumulated other comprehensive loss attributable to MGM Resorts International are as follows: Currency Translation Adjustments Cash Flow Hedges Other Total (In thousands) Balances, July 1, 2022 $ ( 17,800 ) $ — $ 858 $ ( 16,942 ) Other comprehensive loss, net of tax ( 17,563 ) — — ( 17,563 ) Other comprehensive loss attributable to noncontrolling interest 675 — — 675 Balances, September 30, 2022 $ ( 34,688 ) $ — $ 858 $ ( 33,830 ) Balances, January 1, 2022 $ ( 907 ) $ ( 41,634 ) $ 17,925 $ ( 24,616 ) Other comprehensive income (loss) before reclassifications ( 45,357 ) 30,692 — ( 14,665 ) Amounts reclassified from accumulated other comprehensive loss to interest expense — 7,000 — 7,000 Other comprehensive income (loss), net of tax ( 45,357 ) 37,692 — ( 7,665 ) Other changes in accumulated other comprehensive loss: Deconsolidation of MGP — 28,151 ( 17,067 ) 11,084 Changes in accumulated other comprehensive loss ( 45,357 ) 65,843 ( 17,067 ) 3,419 Other comprehensive loss (income) attributable to noncontrolling interest 11,576 ( 24,209 ) — ( 12,633 ) Balances, September 30, 2022 $ ( 34,688 ) $ — $ 858 $ ( 33,830 ) 27 NOTE 13 — SEGMENT INFORMATION The Company’s management views each of its casino resorts as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. The Company has aggregated its operating segments into the following reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China. Las Vegas Strip Resorts. Las Vegas Strip Resorts consists of the following casino resorts: Aria (including Vdara) (upon acquisition in September 2021), Bellagio, The Cosmopolitan (upon acquisition in May 2022), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including Delano and Four Seasons), The Mirage, Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas). Regional Operations. Regional Operations consists of the following casino resorts: MGM Grand Detroit in Detroit, Michigan; Beau Rivage in Biloxi, Mississippi; Gold Strike Tunica in Tunica, Mississippi; Borgata in Atlantic City, New Jersey; MGM National Harbor in Prince George’s County, Maryland; MGM Springfield in Springfield, Massachusetts; Empire City in Yonkers, New York; and MGM Northfield Park in Northfield Park, Ohio. MGM China. MGM China consists of MGM Macau and MGM Cotai. The Company’s operations related to LeoVegas (upon acquisition in September 2022), investments in unconsolidated affiliates, and certain other corporate operations and management services have not been identified as separate reportable segments; therefore, these operations are included in “Corporate and other” in the following segment disclosures to reconcile to consolidated results. Adjusted Property EBITDAR is the Company’s reportable segment GAAP measure, which management utilizes as the primary profit measure for its reportable segments and underlying operating segments. Adjusted Property EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, gain on REIT transactions, net, rent expense related to triple-net operating leases and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and also excludes gain on consolidation of CityCenter, net, gain related to CityCenter’s sale of Harmon land recorded within income from unconsolidated affiliates, corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminated in consolidation. 28 The following tables present the Company’s segment information: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) Net revenue Las Vegas Strip Resorts Casino $ 575,868 $ 422,541 $ 1,549,690 $ 1,008,108 Rooms 735,653 403,010 1,916,949 846,053 Food and beverage 599,846 308,522 1,544,886 614,572 Entertainment, retail and other 389,655 246,894 1,089,565 461,766 2,301,022 1,380,967 6,101,090 2,930,499 Regional Operations Casino 721,192 719,630 2,159,010 2,024,149 Rooms 84,754 70,766 211,780 160,269 Food and beverage 115,432 92,148 312,621 211,661 Entertainment, retail and other, and reimbursed costs 52,557 42,579 141,022 96,677 973,935 925,123 2,824,433 2,492,756 MGM China Casino 70,325 252,445 422,476 784,984 Rooms 6,989 16,683 30,472 47,585 Food and beverage 7,703 15,808 36,084 50,323 Entertainment, retail and other 2,469 4,123 9,841 13,152 87,486 289,059 498,873 896,044 Reportable segment net revenues 3,362,443 2,595,149 9,424,396 6,319,299 Corporate and other 53,629 112,390 110,873 303,949 $ 3,416,072 $ 2,707,539 $ 9,535,269 $ 6,623,248 Adjusted Property EBITDAR Las Vegas Strip Resorts $ 846,355 $ 534,548 $ 2,265,256 $ 1,039,472 Regional Operations 321,984 348,234 975,113 908,564 MGM China ( 70,410 ) 6,996 ( 148,157 ) 20,352 Reportable segment Adjusted Property EBITDAR 1,097,929 889,778 3,092,212 1,968,388 Other operating income (expense) Corporate and other, net ( 148,120 ) ( 124,745 ) ( 552,265 ) ( 368,713 ) Preopening and start-up expenses ( 396 ) ( 1,547 ) ( 1,372 ) ( 1,642 ) Property transactions, net 11,639 ( 3,677 ) ( 23,704 ) ( 842 ) Depreciation and amortization ( 1,405,520 ) ( 279,403 ) ( 2,060,413 ) ( 853,579 ) Gain on REIT transactions, net — — 2,277,747 — Gain on consolidation of CityCenter, net — 1,562,329 — 1,562,329 Triple-net operating lease and ground lease rent expense ( 604,193 ) ( 191,622 ) ( 1,350,099 ) ( 570,851 ) Gain related to sale of Harmon land - unconsolidated affiliate — — — 49,755 Income from unconsolidated affiliates related to real estate ventures 2,690 41,669 59,162 125,007 Operating income (loss) ( 1,045,971 ) 1,892,782 1,441,268 1,909,852 Non-operating income (expense) Interest expense, net of amounts capitalized ( 125,172 ) ( 200,049 ) ( 457,822 ) ( 598,116 ) Non-operating items from unconsolidated affiliates ( 995 ) ( 23,421 ) ( 22,248 ) ( 67,473 ) Other, net ( 14,316 ) ( 49,241 ) ( 23,322 ) 70,302 ( 140,483 ) ( 272,711 ) ( 503,392 ) ( 595,287 ) Income (loss) before income taxes ( 1,186,454 ) 1,620,071 937,876 1,314,565 Benefit (provision) for income taxes 125,367 ( 282,135 ) ( 411,131 ) ( 222,263 ) Net income (loss) ( 1,061,087 ) 1,337,936 526,745 1,092,302 Less: Net loss attributable to noncontrolling interests 484,257 12,497 662,346 31,055 Net income (loss) attributable to MGM Resorts International $ ( 576,830 ) $ 1,350,433 $ 1,189,091 $ 1,123,357 29 NOTE 14 — RELATED PARTY TRANSACTIONS MGP Prior to the closing of the VICI Transaction, the Company leased the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield pursuant to a master lease with MGP. The annual cash rent payments under the MGP master lease for the seventh lease year, which commenced on April 1, 2022, increased to $ 877 million from $ 873 million, due to the sixth 2 % annual base rent escalator that went into effect on April 1, 2022, as the tenant and operating subsidiary sublessee, collectively, met the adjusted net revenue to rent ratio on which such escalator was contingent, which increased annual cash rent by $ 16 million, partially offset by the percentage rent reset that went into effect on April 1, 2022, calculated based on the percentage of average actual annual net revenue of the leased properties during the preceding five year period, which decreased annual cash rent by $ 12 million. All intercompany transactions, including transactions under the MGP master lease, were eliminated in the Company’s consolidation of MGP. The public ownership of MGP’s Class A shares was recognized as noncontrolling interests in the Company’s consolidated financial statements. In April 2022, the Company completed the VICI Transaction, which resulted in the deconsolidation of MGP, including its investment in the VICI BREIT Venture. Refer to Note 3 for additional information on the VICI Transaction. As part of the transactions, the Company entered into an amended and restated master lease with VICI. Refer to Note 9 for further discussion on the master lease with VICI. Bellagio BREIT Venture The Company has a 5 % ownership interest in Bellagio BREIT Venture, which owns the real estate assets of Bellagio and leases such assets to a subsidiary of the Company pursuant to a lease agreement. Refer to Note 9 for further information related to the Bellagio lease. 30