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Item 8. Financial Statements and Supplementary Data

2023-02-24 compared with 2022-02-25 · 662 added, 677 removed, 1024 unchanged (57% of the section changed)

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Financial Statements:

Report s of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets — December 31, 2022 and 2021

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Notes to Consolidated Financial Statements

Financial Statement Schedule:

Schedule II — Valuation and Qualifying Accounts

The financial information included in the financial statement schedule should be read in conjunction with the consolidated financial statements.

All other financial statement schedules have been omitted because they are not applicable, or the required information is included in the consolidated financial statements or the notes thereto.

Financial statement schedules have been omitted because they are not applicable, or the required information is included in the consolidated financial statements or the notes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2021, of the Company and our report dated February 25, 2022, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 24, 2023, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control Over Financial Reporting , management excluded from its assessment the internal control over financial reporting at The Cosmopolitan of Las Vegas (“The Cosmopolitan”), which was acquired on May 17, 2022, and whose financial statements constitute approximately 11% of total assets and approximately 6% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2022.

Accordingly, our audit did not include the internal control over financial reporting at The Cosmopolitan.

Basis for Opinion

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 31, 2021, and the related notes and the financial statement schedule of Valuation and Qualifying Accounts included in Item 15(a)(2), (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Acquisition and Goodwill and Other Intangible Assets Valuation of CityCenter — Refer to Notes 1 and 4 to the financial statements

On September 27, 2021, the Company completed the acquisition of the 50% ownership interest in CityCenter Holdings, LLC (“CityCenter”) held by Infinity World Development Corp 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.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations, and the fair value was allocated to the assets acquired and liabilities assumed at the acquisition date, which included $180.0 million of trademarks and $1.4 billion of goodwill.

Management estimated the fair value of the trademarks using the relief from royalty method, which is a specific discounted cash flow method.

Goodwill was recognized as the excess of the cash consideration and the acquisition-date fair value of the Company’s equity method investment over the identifiable assets acquired and liabilities assumed.

The fair value determination of the trademarks required management to make significant estimates and assumptions around expected cash flows and projected financial results, including forecasted revenues (collectively the “forecast”), as

well as the selection of discount rates.

Changes to these assumptions and estimates could have a significant impact on the fair value of the trademarks and the recognition of goodwill.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The Cosmopolitan of Las Vegas acquisition — Refer to Notes 1 and 4 to the financial statements

Critical Audit Matter Description

On May 17, 2022, the Company acquired 100% of the equity interests in the entities that own the operations of The Cosmopolitan of Las Vegas for cash consideration of $1.625 billion plus working capital adjustments for a total purchase price of approximately $1.7 billion.

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 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 $130 million of trademarks, which is an indefinite-lived intangible asset, and $95 million of customer lists, which is amortized over its estimated useful life of seven years.

Goodwill of $1.3 billion was recognized as the excess of the cash consideration over the identifiable assets acquired and liabilities assumed.

The fair value determination of the trademarks and customer lists required management to make significant estimates and assumptions around expected cash flows and projected financial results, including forecasted revenues and

expenses (collectively the “forecast”), as well as the selection of discount rates.

Changes to these assumptions and estimates could have a significant impact on the fair value of the trademarks, the customer list, and the recognition of goodwill.

Therefore, auditing the forecast and the selection of discount rates involved a higher degree of auditor judgment and subjectivity, as well as an increased level of audit effort, including the involvement of fair value specialists.

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Our audit procedures related to the forecast and selection of discount rates used by management to determine the fair value of the acquired intangible assets and the reporting unit assigned goodwill included the following, among others:

• We tested the effectiveness of controls over determining the fair value of the tradename, including those over management’s forecast and the selection of discount rates.

• We tested the effectiveness of controls over determining the fair value of the tradename and customer list, including those over management’s forecast and the selection of discount rates.

• We evaluated the assumptions and estimates included in the forecast by:

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◦ Developing a range of independent estimates and comparing those to the discount rate selected by management.

MGM Grand Paradise gaming subconcession — Refer to Notes 1 and 7 to the financial statements

Critical Audit Matter Description

Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A., a gaming subconcession was acquired by MGM Grand Paradise for the right to operate games of chance and other casino games.

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.

Further, a new gaming law was approved by the Macau Legislative Assembly on June 21, 2022.

Under the new gaming law, the existing subconcessions were discontinued and a maximum of six concessions were to 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 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.

As a result, the Company determined that the MGM Grand Paradise gaming subconcession and new gaming concession are two separate units of account.

Additionally, in June 2022, the Company reassessed the useful life of the 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, which ended on December 31, 2022.

Accordingly, amortization of the MGM Grand Paradise gaming subconcession was recognized on a straight-line basis over its reduced useful life.

The gaming subconcession was fully amortized as of December 31, 2022.

We identified the determination of the unit of account and the revision of the useful life of the MGM Grand Paradise gaming subconcession intangible asset as a critical audit matter because the accounting guidance under Accounting Standard Codification (“ASC”) 350-30, Intangibles–Goodwill and Other:

General Intangibles Other than Goodwill, involved challenging, subjective, and complex judgments.

Therefore, auditing this matter, involved a higher degree of auditor judgment and subjectivity, including the involvement of specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the determination of the unit of account and the revision of the useful life of the MGM Grand Paradise gaming subconcession intangible asset included the following, among others:

• We tested the effectiveness of the controls over management’s assessment of the unit of account, management’s application of the accounting guidance in ASC 350-30, the revision of the useful life of the MGM Grand Paradise gaming subconcession intangible asset, and the calculation of the accelerated amortization expense.

• We inspected the new gaming law which was approved in June 2022 and the underlying agreements related to the subconcession and subsequent extensions.

With the assistance of technical accounting specialists, we evaluated the reasonableness of management’s application of the accounting guidance in ASC 350-30 and the judgments used by management to determine the unit of account and the revision of the useful life of the MGM Grand Paradise gaming subconcession intangible asset.

• We recalculated the accelerated amortization expense from June 21, 2022 through December 31, 2022 based on the revision of the useful life.

/s/ Deloitte & Touche LLP

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Prepaid expenses and other 583,132 258,972

Assets held for sale 608,437 —

Total current assets 8,154,692 6,416,182

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Current liabilities

Accounts payable $ 263,097 $ 142,523

Construction payable 23,099 30,149

Accounts and construction payable $ 369,817 $ 286,196

Current portion of long-term debt 1,286,473 1,000,000

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Other accrued liabilities 2,236,323 1,983,444

Liabilities related to assets held for sale 539,828 —

Total current liabilities 4,515,892 3,442,264

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Retained earnings 4,794,239 4,340,588

Accumulated other comprehensive loss ( 24,616 ) ( 30,677 )

Accumulated other comprehensive income (loss) 33,499 ( 24,616 )

Total MGM Resorts International stockholders' equity 4,831,529 6,070,645

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11,527,900 7,486,264 5,847,454

Income from unconsolidated affiliates 84,823 42,938 119,521

Income (loss) from unconsolidated affiliates ( 160,213 ) 84,823 42,938

Operating income (loss) 1,439,372 2,278,699 ( 642,434 )

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Net income (loss) 206,731 1,208,389 ( 1,319,907 )

Net (income) loss attributable to noncontrolling interests 45,981 287,183 ( 165,234 )

Net loss attributable to noncontrolling interests 1,266,362 45,981 287,183

Net income (loss) attributable to MGM Resorts International $ 1,473,093 $ 1,254,370 $ ( 1,032,724 )

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Comprehensive income (loss) 271,759 1,218,522 ( 1,371,510 )

Comprehensive (income) loss attributable to noncontrolling interests 35,700 309,969 ( 168,447 )

Comprehensive loss attributable to noncontrolling interests 1,249,085 35,700 309,969

Comprehensive income (loss) attributable to MGM Resorts International $ 1,520,844 $ 1,254,222 $ ( 1,061,541 )

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Dispositions of property and equipment 112,019 106,600 6,136

Proceeds from sale of operating resorts 1,054,313 — —

Proceeds from real estate transactions 4,373,820 3,888,431 2,455,839

Proceeds from sale of Circus Circus Las Vegas and adjacent land — — 652,333

Acquisitions, net of cash acquired ( 1,889,118 ) ( 1,789,604 ) —

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Distributions from unconsolidated affiliates 10,361 9,694 63,960

Other 46,110 873 ( 31,112 )

Investments and other ( 523,361 ) 46,110 873

Net cash provided by investing activities 2,118,181 1,543,645 2,159,304

Cash flows from financing activities

Net repayments under bank credit facilities – maturities of 90 days or less ( 2,096,217 ) ( 1,595,089 ) ( 3,634,049 )

Net borrowings (repayments) under bank credit facilities – maturities of 90 days or less 1,148,276 ( 2,096,217 ) ( 1,595,089 )

Issuance of long-term debt — 749,775 3,550,000

Retirement of senior notes — ( 846,815 ) ( 3,764,167 )

Repayment of long-term debt ( 1,070,340 ) — ( 846,815 )

Debt issuance costs ( 1,367 ) ( 18,726 ) ( 62,348 )

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Distributions to noncontrolling interest owners ( 210,699 ) ( 324,190 ) ( 286,385 )

Purchases of common stock ( 1,753,509 ) ( 353,720 ) ( 1,031,534 )

Repurchases of common stock ( 2,775,217 ) ( 1,753,509 ) ( 353,720 )

Other ( 110,907 ) ( 159,290 ) ( 53,939 )

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Effect of exchange rate on cash, cash equivalents, and restricted cash 8,926 ( 1,551 ) 2,345

Change in cash and cash equivalents classified as assets held for sale ( 25,938 ) — —

Cash, cash equivalents, and restricted cash

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Non-cash investing and financing activities

Note receivable related to sale of Circus Circus Las Vegas and adjacent land $ — $ — $ 133,689

Investments in unconsolidated affiliates $ — $ — $ 802,000

MGP BREIT Venture assumption of bridge loan facility — 1,304,625 —

VICI BREIT Venture assumption of bridge loan facility — — 1,304,625

The accompanying notes are an integral part of these consolidated financial statements.

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(In thousands )

Common Stock Capital in Excess of Par Value Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Total MGM Resorts International Stockholders' Equity

Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Income (Loss) Total MGM Resorts International Stockholders' Equity

Noncontrolling Interests Total Stockholders' Equity

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Balances, January 1, 2020 503,148 $ 5,031 $ 3,531,099 $ 4,201,337 $ ( 10,202 ) $ 7,727,265 $ 4,935,654 $ 12,662,919

Net income — — — 2,049,146 — 2,049,146 156,141 2,205,287

Net loss — — — ( 1,032,724 ) — ( 1,032,724 ) ( 293,401 ) ( 1,326,125 )

Currency translation adjustment — — — — 15,711 15,711 12,051 27,762

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Issuance of common stock pursuant to stock-based compensation awards 2,031 21 ( 16,424 ) — — ( 16,403 ) — ( 16,403 )

2,150 20 ( 25,985 ) — — ( 25,965 ) — ( 25,965 )

Cash distributions to noncontrolling interest owners — — — — — — ( 221,690 ) ( 221,690 )

— — — — — — ( 181,816 ) ( 181,816 )

Dividends declared and paid to common shareholders ($ 0.1575 per share)

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Adjustment of redeemable noncontrolling interest to redemption value — — 35,520 — — 35,520 — 35,520

— — ( 2,714 ) — — ( 2,714 ) — ( 2,714 )

Empire City acquisition 9,372 94 265,671 — — 265,765 — 265,765

Empire City MGP transaction — — ( 18,913 ) — 195 ( 18,718 ) 23,745 5,027

MGP Class A share issuance — — 64,188 — 646 64,834 442,717 507,551

Park MGM Transaction — — ( 1,984 ) — 16 ( 1,968 ) 2,496 528

Northfield transaction — — 21,681 — ( 2 ) 21,679 ( 27,439 ) ( 5,760 )

MGM Grand Las Vegas and Mandalay Bay transaction — — ( 6,503 ) — ( 59 ) ( 6,562 ) 8,287 1,725

Redemption of MGP OP units — — 83,859 — 8,773 92,632 ( 114,924 ) ( 22,292 )

Other — — ( 1,724 ) — ( 1,018 ) ( 2,742 ) ( 638 ) ( 3,380 )

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494,318 4,943 3,439,453 3,091,007 ( 30,677 ) 6,504,726 4,675,182 11,179,908

Net loss — — — ( 1,032,724 ) — ( 1,032,724 ) ( 293,401 ) ( 1,326,125 )

Net income (loss) — — — 1,254,370 — 1,254,370 ( 55,793 ) 1,198,577

Currency translation adjustment — — — — ( 13,871 ) ( 13,871 ) ( 10,784 ) ( 24,655 )

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Issuance of common stock pursuant to stock-based compensation awards 2,574 25 ( 44,543 ) — — ( 44,518 ) — ( 44,518 )

2,031 21 ( 16,424 ) — — ( 16,403 ) — ( 16,403 )

Cash distributions to noncontrolling interest owners — — — — — — ( 250,910 ) ( 250,910 )

— — — — — — ( 221,690 ) ( 221,690 )

Dividends declared and paid to common shareholders ($ 0.01 per share)

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MGP dividend payable to Class A shareholders — — — — — — ( 82,294 ) ( 82,294 )

Issuance of restricted stock units — — 2,142 — — 2,142 — 2,142

Repurchases of common stock ( 43,088 ) ( 430 ) ( 1,753,079 ) — — ( 1,753,509 ) — ( 1,753,509 )

Adjustment of redeemable noncontrolling interest to redemption value — — ( 78,298 ) — — ( 78,298 ) — ( 78,298 )

— — 35,520 — — 35,520 — 35,520

MGP Class A share issuances — — 99,934 — 3,240 103,174 656,361 759,535

MGP BREIT Venture Transaction — — ( 6,503 ) — ( 59 ) ( 6,562 ) 8,287 1,725

Redemption of Operating Partnership units — — 83,859 — 8,773 92,632 ( 114,924 ) ( 22,292 )

Redemption of MGP OP units — — 171,332 — 5,327 176,659 ( 227,487 ) ( 50,828 )

MGM Springfield transaction — — ( 133,844 ) — — ( 133,844 ) 172,749 38,905

Other — — ( 10,312 ) — ( 2,358 ) ( 12,670 ) 2,341 ( 10,329 )

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Issuance of common stock pursuant to stock-based compensation awards 1,688 17 ( 27,042 ) — — ( 27,025 ) — ( 27,025 )

2,574 25 ( 44,543 ) — — ( 44,518 ) — ( 44,518 )

Cash distributions to noncontrolling interest owners — — — — — — ( 95,622 ) ( 95,622 )

— — — — — — ( 250,910 ) ( 250,910 )

Dividends declared and paid to common shareholders ($ 0.01 per share)

— — — ( 4,048 ) — ( 4,048 ) — ( 4,048 )

MGP dividend payable to Class A shareholders

— — — — — — ( 82,294 ) ( 82,294 )

Issuance of restricted stock units — — 1,941 — — 1,941 186 2,127

Repurchases of common stock ( 76,404 ) ( 764 ) ( 1,759,059 ) ( 1,015,394 ) — ( 2,775,217 ) — ( 2,775,217 )

Adjustment of redeemable noncontrolling interest to redemption value — — ( 31,888 ) — — ( 31,888 ) — ( 31,888 )

— — ( 78,298 ) — — ( 78,298 ) — ( 78,298 )

MGP Class A share issuances — — 99,934 — 3,240 103,174 656,361 759,535

Redemption of Operating Partnership units — — 171,332 — 5,327 176,659 ( 227,487 ) ( 50,828 )

MGM Springfield transaction — — ( 133,844 ) — — ( 133,844 ) 172,749 38,905

Deconsolidation of MGP — — — — 11,084 11,084 ( 3,184,710 ) ( 3,173,626 )

Other — — 213 — ( 720 ) ( 507 ) 5,611 5,104

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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, owns and operates casino resorts.

As of December 31, 2021, the Company operates the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

Aria (including Vdara), Bellagio, MGM Grand Las Vegas (including The Signature), The Mirage, Mandalay Bay, Luxor, New York-New York, Park MGM, and Excalibur.

MGM Resorts International, a Delaware corporation, (together with its consolidated subsidiaries, unless otherwise indicated or unless the context requires otherwise, the “Company”) is a global gaming and entertainment company with domestic and international locations featuring hotels and casinos, convention, dining, and retail offerings, and sports betting and online gaming operations.

The Company’s domestic casino resorts 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 (until its disposition in December 2022), 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 its Las Vegas Strip Resorts and Fallen Oak golf course in Saucier, Mississippi.

MGM Growth Properties LLC (“MGP”), a consolidated subsidiary of the Company, is organized as an umbrella partnership REIT (commonly referred to as an UPREIT) structure in which substantially all of its assets are owned by and substantially all of its business is conducted through MGM Growth Properties Operating Partnership LP (the “Operating Partnership”).

MGP has two classes of authorized and outstanding voting common shares (collectively, the “shares”):

Beau Rivage in Biloxi and Gold Strike Tunica in Tunica (until its disposition in February 2023).

Additionally, the Company operates The Park, a dining and entertainment district located between New York-New York and Park MGM.

The Company leases the real estate assets of its domestic resorts pursuant to triple-net lease agreements, as further discussed in Note 11.

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 concession 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 owns MGP’s Class B share, which does not provide its holder any rights to profits or losses or any rights to receive distributions from operations of MGP or upon liquidation or winding up of MGP.

MGP’s Class A shareholders are entitled to one vote per share, while the Company, as the owner of the Class B share, holds a controlling interest in MGP as it is entitled to an amount of votes representing a majority of the total voting power of MGP’s shares so long as the Company and its controlled affiliates’ (excluding MGP) aggregate beneficial ownership of the combined economic interests in MGP and the Operating Partnership does not fall below 30 %.

The Company and MGP each hold Operating Partnership units representing limited partner interests in the Operating Partnership.

The general partner of the Operating Partnership is a wholly owned subsidiary of MGP .

T he Operating Partnership units held by the Company are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the Fair Market Value of a Class A share (as defined in the Operating Partnership's partnership agreement) .

The determination of settlement method is at the option of MGP’s independent conflicts committee.

As of December 31, 2021, the Company owned 41.5 % of the Operating Partnership units, and MGP held the remaining 58.5 % ownership interest in the Operating Partnership.

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 pursuant to a master lease agreement between a subsidiary of the Company and a subsidiary of the Operating Partnership.

The Company leases the real estate assets of Bellagio pursuant to a lease agreement between a subsidiary of the Company and a venture that is 5 % owned by such subsidiary and 95 % owned by a subsidiary of Blackstone Real Estate Income Trust, Inc.

(“BREIT”, and such venture, the “Bellagio BREIT Venture”) .

Additionally, the Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas, pursuant to a lease agreement between a subsidiary of the Company and a venture that is 50.1 % owned by a subsidiary of the Operating Partnership and 49.9 % by a subsidiary of BREIT (such venture, the “MGP BREIT Venture”).

Further, the Company leases the real estate assets of Aria (including Vdara) pursuant to a lease agreement between a subsidiary of the Company and funds managed by The Blackstone Group ("Blackstone"), as further discussed below.

Refer to Note 11 for further discussion of the leases.

In January 2019, the Company acquired the real property and operations associated with the Empire City Casino's racetrack and casino ("Empire City").

Subsequently, MGP acquired the developed real property associated with Empire City from the Company and Empire City was added to the master lease between the Company and MGP.

Refer to Note 4 and Note 18 for additional information.

In March 2019, the Company entered into an amendment to the master lease with respect to improvements made by the Company related to the rebranding of the Park MGM and NoMad Las Vegas.

Refer to Note 18 for additional information on this transaction, which eliminates in consolidation.

In April 2019, the Company acquired the membership interests of Northfield Park Associates, LLC ("Northfield") from MGP and MGP retained the associated real estate assets.

The Company then rebranded the property to MGM

Northfield Park, and added it to the master lease between the Company and MGP.

Refer to Note 18 for additional information.

On November 15, 2019, Bellagio BREIT Venture was formed, which acquired the Bellagio real estate assets from the Company and leased such assets back to the Company pursuant to a lease agreement.

In exchange for the contribution of the real estate assets, the Company received total consideration of $ 4.25 billion, which consisted of a 5 % equity interest in the venture and cash of approximately $ 4.2 billion.

The Company recorded a gain of $ 2.7 billion related to sale of the Bellagio real estate assets, recorded in “Gain on REIT transactions, net” in the consolidated statements of operations, which primarily reflects the difference between the carrying value of the real estate assets sold and the consideration received.

The Company also provides a shortfall guarantee of the principal amount of indebtedness of the debt of Bellagio BREIT Venture’s $ 3.01 billion of debt (and any interest accrued and unpaid thereon).

Refer to Note 11 and Note 12 for additional information relating to the lease and guarantee, respectively.

In December 2019, the Company completed the sale of Circus Circus Las Vegas and adjacent land.

See Note 16 for additional information related to this transaction.

On February 14, 2020, the Company completed a series of transactions (collectively the “MGP BREIT Venture Transaction”) pursuant to which the real estate assets of MGM Grand Las Vegas and Mandalay Bay (including Mandalay Place) were contributed to the newly formed MGP BREIT Venture.

In exchange for the contribution of the real estate assets, the Company received total consideration of $ 4.6 billion , which was comprised of $ 2.5 billion of cash, $ 1.3 billion of the Operating Partnership’s secured indebtedness assumed by MGP BREIT Venture, and the Operating Partnership’s 50.1 % equity interest in MGP BREIT Venture.

In addition, the Operating Partnership issued approximately 3 million Operating Partnership units to the Company representing 5 % of the equity value of MGP BREIT Venture.

The Company recorded the difference between consideration received of $ 2.5 billion and the carrying value of the MGM Grand Las Vegas real estate assets of $ 733 million and selling costs of $ 27 million as a net gain on sale of assets of $ 1.7 billion, which is reflected within “Gain on REIT transactions, net” in the consolidated statements of operations.

The Company also recorded the difference between consideration received of $ 2.1 billion and the carrying value of the Mandalay Bay real estate assets of $ 2.3 billion and selling costs of $ 10 million as a net loss on sale of assets of $ 252 million, which is reflected within “Gain on REIT transactions, net” in the consolidated statements of operations.

In connection with the transactions, the Company provides a shortfall guarantee of the principal amount of indebtedness of MGP BREIT Venture (and any interest accrued and unpaid thereon) as further discussed in Note 12.

On the closing date, BREIT also purchased approximately 5 million MGP Class A shares for $ 150 million .

In connection with the MGP BREIT Venture Transaction, MGP BREIT Venture entered into a lease with a subsidiary of the Company for the real estate assets of Mandalay Bay and MGM Grand Las Vegas as further discussed in Note 11.

Additionally, the master lease with MGP was modified to remove the Mandalay Bay property and the annual cash rent under the MGP master lease was reduced by $ 133 million , as further discussed in Note 18.

Also, on January 14, 2020, the Company, the Operating Partnership, and MGP entered into an agreement for the Operating Partnership to waive its right following the closing of the MGP BREIT Venture Transaction to issue MGP Class A shares, in lieu of cash, to the Company in connection with the Company exercising its right to require the Operating Partnership to redeem Operating Partnership units that the Company holds, at a price per unit equal to a 3 % discount to the ten day average closing price prior to the date of the notice of redemption.

The waiver was effective upon closing of the transaction on February 14, 2020 and was scheduled to terminate on the earlier of February 14, 2022 or upon the Company’s receipt of cash proceeds of $ 1.4 billion as consideration for the redemption of the Company’s Operating Partnership units.

On May 18, 2020, the Operating Partnership redeemed approximately 30 million Operating Partnership units that the Company held for $ 700 million, or $ 23.10 per unit, and on December 2, 2020, the Operating Partnership redeemed approximately 24 million of the Operating Partnership units that the Company held for the remaining $ 700 million, or $ 29.78 per unit.

As a result, the waiver terminated in accordance with its terms.

On March 4, 2021, certain subsidiaries of the Company delivered a notice of redemption to MGP covering approximately 37 million Operating Partnership units that they held, as further discussed in Note 13.

On August 4, 2021, the Company entered into an agreement with VICI Properties, Inc.

(“VICI”) and MGP whereby VICI will acquire MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”).

Pursuant to the agreement, MGP Class A shareholders will receive 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and the Company will receive 1.366 units of the new VICI operating partnership (“VICI OP”) in exchange for each Operating Partnership 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 will redeem the majority of the Company’s VICI OP units for cash consideration of $ 4.4 billion, with the Company retaining an approximate $ 370 million ownership

interest in the VICI OP (based upon the close price of VICI stock as of August 3, 2021).

MGP’s Class B share that is held by the Company will be cancelled.

As part of the transaction, the Company will enter into an amended and restated master lease with VICI.

The new master lease will have an initial term of 25 years, with three 10-year renewals, and initial annual rent of $ 860 million, escalating annually at a rate of 2 % per annum for the first 10 years and thereafter equal to the greater of 2 % and the CPI increase during the prior year subject to a cap of 3 %.

The transaction is expected to close in the first half of 2022, subject to customary closing conditions, regulatory approvals, and approval by VICI stockholders (which was obtained on October 29, 2021).

On September 26, 2021, the Company entered into an agreement to acquire the operations of The Cosmopolitan of Las Vegas ("The Cosmopolitan") for cash consideration of $ 1.625 billion, subject to customary working capital adjustments.

Pursuant to the agreement, the Company is obligated to use its reasonable best efforts to obtain the requisite antitrust and gaming regulatory approvals.

The agreement may be terminated by either party if the transaction has not closed on or before June 26, 2022, which date may be extended by either party to a date on or prior to September 26, 2022 under certain circumstances.

The agreement contemplates a reverse termination fee of $ 500 million that is payable by the Company in the event that the parties are unable to obtain antitrust or gaming regulatory approval.

Additionally, the Company will enter into a lease agreement for the real estate assets of The Cosmopolitan.

The Cosmopolitan lease will have an initial term of 30 years with three subsequent 10 -year renewal periods, exercisable at the Company’s option.

The initial term of the lease provides for an initial annual cash rent of $ 200 million with a fixed 2 % 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 %.

Additionally, the lease will require the Company to spend a specified percentage of net revenues over a rolling 5-year period at the property on capital expenditures and for the Company to comply with certain financial covenants, which, if not met, would require the Company to maintain cash security or one or more letters of credit in favor of the landlord in an amount equal to rent for the succeeding 1-year period.

The transaction is expected to close in the first half of 2022, subject to regulatory approvals and other customary closing conditions.

On September 27, 2021, the Company completed the acquisition of the 50 % ownership interest in CityCenter Holdings, LLC ("CityCenter") held by Infinity World Development Corp ("Infinity World"), a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity.

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 18, 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 4 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 11 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 4 for additional information on this acquisition and Note 11 for further discussion of the lease.

LeoVegas acquisition.

On September 7, 2022, the Company acquired LeoVegas.

Refer to Note 4 for additional information on this acquisition.

The Mirage transaction.

On December 19, 2022, the Company completed the sale of the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc.

(“Hard Rock”).

Refer to Note 4 for additional information on this disposition.

Gold Strike Tunica transaction.

On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC (“CNE”), a subsidiary of Cherokee Nation Business.

Refer to Note 4 for additional information on this disposition.

CityCenter acquisition.

On September 27, 2021, the Company acquired the 50 % ownership interest in CityCenter Holdings, LLC (“CityCenter”) held by Infinity World Development Corp (“Infinity World”), a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity.

CityCenter is located between Bellagio and Park MGM and consists of Aria, an integrated casino, hotel and entertainment resort;

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(“Blackstone”) for cash consideration of $ 3.89 billion and entered into a lease through which the real property is leased back to a subsidiary of the Company, as further discussed in Note 11.

On October 29, 2021, MGP acquired the real estate assets of MGM Springfield from the Company and MGM Springfield was added to the MGP master lease between the Company and MGP through which MGP leases back the real property to a subsidiary of the Company.

Transactions with MGP, including transactions under the MGP master lease, have been eliminated in the Company’s consolidation of MGP.

Refer to Note 18 for additional information.

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") for cash consideration of $ 1.075 billion, subject to certain purchase price adjustments.

Pursuant to the agreement, Hard Rock is obligated to use its reasonable best efforts to obtain the requisite antitrust and gaming regulatory approvals.

The agreement may be terminated by either party if the closing has not occurred on or before December 13, 2022, which date may be extended by either party to March 13, 2023 under certain circumstances.

The agreement contemplates a reverse termination fee of $ 322.5 million that is payable by Hard Rock to the Company in the event that the parties are unable to obtain antitrust or gaming regulatory approval.

Upon closing, the master lease between the Company and VICI (or MGP in the event that the VICI Transaction is terminated) will be amended and restated to reflect a $ 90 million reduction in annual cash rent.

The transaction is expected to close during the second half of 2022, subject to certain closing conditions, including, but not limited to, the consummation or termination of the VICI Transaction and receipt of regulatory approvals.

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 the MGM Macau and MGM Cotai, two integrated casino, hotel and entertainment resorts in Macau, as well as the related gaming subconcession and land concessions.

Gaming in Macau is currently administered by the Macau Government through concessions awarded to three different concessionaires and three subconcessionaires, of which a subsidiary of MGM China, MGM Grand Paradise, is a subconcessionaire.

In 2019, the expiration of 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.

Pursuant to the

Macau gaming law, upon reaching the maximum duration 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.

On January 14, 2022, the Macau Government disclosed the content of a bill to amend Macau gaming law, which followed a 45-day public consultation process regarding draft amendment proposals that were issued in September 2021.

Under the bill 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 circumstances.

The bill is subject to debate and approval by the Macau Legislative Assembly.

The approval of the new gaming law bill will precede the public tender for the awarding of new gaming concessions and to date the Macau Government has provided no indication as to whether the public tender will take place before expiry of the existing gaming concessions and subconcessions but acknowledged that it could consider the extension of the existing concessions and subconcessions beyond their current term if the public tender is held at a later date.

Unless MGM Grand Paradise's gaming subconcession is extended or legislation with regard to reversion of casino premises is amended the casino area premises and gaming-related equipment subject to reversion will automatically be transferred to the Macau Government upon expiration, and MGM China will cease to generate any revenues from such gaming operations.

In addition, certain events relating to the loss, termination, rescission, revocation or modification of MGM Grand Paradise’s gaming subconcession 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.

MGM China continues to closely monitor developments regarding the retendering process or concession extensions including the issuance of guidance by the Macau Government.

MGM China intends to respond proactively to all relevant Macau Government requirements when known relating to the process.

Management cannot provide any assurance that the gaming subconcession will be extended beyond the current term or that it will be able to obtain a gaming concession in a public tender;

however, management believes that MGM Grand Paradise will be successful in obtaining a gaming concession when a public tender is held.

The Company owns 50 % of BetMGM, LLC (“BetMGM”), which provides online sports betting and iGaming in certain jurisdictions in the United States.

The other 50 % of BetMGM is owned by Entain plc.

MGM Grand Las Vegas and Mandalay Bay transaction.

On February 14, 2020, the Company completed a series of transactions (collectively the “MGM Grand Las Vegas and Mandalay Bay transaction”) pursuant to which the real estate assets of MGM Grand Las Vegas and Mandalay Bay (including Mandalay Place) were contributed to the newly formed VICI BREIT Venture.

In exchange for the contribution of the real estate assets, the Company received total consideration of $ 4.6 billion , which was comprised of $ 2.5 billion of cash, $ 1.3 billion of MGP OP’s secured indebtedness assumed by VICI BREIT Venture, and MGP OP’s 50.1 % equity interest in VICI BREIT Venture.

In addition, MGP OP issued approximately 3 million MGP OP units to the Company representing 5 % of the equity value of VICI BREIT Venture.

In connection with the transactions, the Company provides a shortfall guarantee of the principal amount of indebtedness of VICI BREIT Venture (and any interest accrued and unpaid thereon) as further discussed in Note 12.

On the closing date, BREIT also purchased approximately 5 million MGP Class A shares for $ 150 million .

In connection with the MGM Grand Las Vegas and Mandalay Bay transaction, the master lease with MGP was modified to remove the Mandalay Bay property and VICI BREIT Venture entered into a lease with a subsidiary of the Company for the real estate assets of Mandalay Bay and MGM Grand Las Vegas.

Refer to Note 11 for a discussion of the lease.

MGM Grand Paradise gaming subconcession and gaming concession.

Gaming in Macau is currently administered by the Macau Government through concessions awarded to six different concessionaires.

Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A.

(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 7 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).

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.

The enactment of the new gaming law preceded 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 December 16, 2022, MGM Grand Paradise was awarded a concession contract to permit the operation of games of chance or other games in casinos in Macau for a period of ten years, commencing on January 1, 2023.

Reportable segments.

The Company has three reportable segments:

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See Note 17 for additional information about the Company’s segments.

Financial Impact of COVID-19.

The spread of the novel 2019 coronavirus (“COVID-19”) and developments surrounding the global pandemic have had a significant impact on the Company’s business, financial condition, results of operations and cash flows in 2020 and 2021 and may continue to impact the Company's business in 2022 and thereafter.

Impact of COVID-19.

The spread of the novel 2019 coronavirus (“COVID-19”) and developments surrounding the global pandemic have had a significant impact on the Company’s business, financial condition, results of operations and cash flows in 2020, 2021 and 2022 and may continue to impact the Company's business thereafter.

In March 2020, all of the Company’s domestic properties were temporarily closed pursuant to state and local government restrictions imposed as a result of COVID-19.

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Beginning in the latter part of the first quarter of 2021 and continuing into the second quarter of 2021, the Company’s domestic jurisdictions eased and removed prior operating restrictions, including capacity and occupancy limits, as well as social distancing policies.

Although all of the Company’s properties have re-opened, in light of the unpredictable nature of the pandemic, including the emergence and spread of COVID-19 variants, the properties may be subject to new operating restrictions and/or temporary, complete, or partial shutdowns in the future.

At this time, the Company cannot predict whether jurisdictions, states or the federal government will adopt similar or more restrictive measures in the future than in the past, including stay-at-home orders or the temporary closure of all or a portion of the Company’s properties as a result of the pandemic.

As of December 31, 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.

In Macau, following a temporary closure of the Company’s properties on February 5, 2020, operations resumed on February 20, 2020, subject to certain health safeguards, such as limiting the number of seats available at each table game, slot machine spacing, reduced operating hours at a number of restaurants and bars, temperature checks, and mask protection.

Although the issuance of tourist visas (including the individual visit scheme) for residents of Zhuhai, Guangdong Province and all other provinces in mainland China to travel to Macau resumed on August 12, 2020, August 26, 2020 and September 23, 2020, respectively, several travel and entry restrictions in Macau, Hong Kong and mainland China remain in place (including the temporary suspension of ferry services between Hong Kong and Macau, the negative nucleic acid test result certificate, and mandatory quarantine requirements for returning residents, for visitors from Hong Kong, Taiwan, and certain regions in mainland China, and bans on entry on other visitors), which significantly impacted visitation to the Company’s Macau properties.

The issuance of tourist visas (including the individual visit scheme) for residents of Zhuhai, Guangdong Province and all other provinces in mainland China to travel to Macau resumed on August 12, 2020, August 26, 2020 and September 23, 2020, respectively, however several travel and entry restrictions in Macau, Hong Kong and mainland China remained in place (including the temporary suspension of ferry services between Hong Kong and Macau, the negative nucleic acid test result certificate, and mandatory quarantine requirements for returning residents, for visitors from Hong Kong, Taiwan, and certain regions in mainland China, and bans on entry on other visitors), which significantly impacted visitation to the Company’s Macau properties.

In the third and fourth quarters of 2021, local COVID-19 cases were identified in Macau.

Upon such occurrences, a state of immediate prevention was declared and mass mandatory nucleic acid testing was imposed in Macau, the validity period of negative test results for re-entry into mainland China was shortened and quarantine requirements were imposed, certain events were cancelled or suspended, and in some instances,

certain entertainment and leisure facilities were closed throughout Macau.

Although gaming and hotel operations have remained open during these states of immediate prevention, such measures have had a negative effect on the Company's operations and it is uncertain whether further closures, including the closure of the Company’s properties, or travel restrictions to Macau will be implemented if additional local COVID-19 cases are identified.

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, with most restaurants and bars and certain retail outlets remained closed.

On October 30, 2022, a COVID-19 case was identified as connected to MGM Cotai.

All guests and staff at MGM Cotai were isolated until November 1, 2022 and all gaming, hotel, restaurant, and retail operations were suspended with limited operations resumed beginning November 3, 2022.

More broadly, electronic applications for individual and group travel visas to Macau resumed on November 1, 2022, however, certain travel and entry restrictions in Macau and mainland China remained in place at the time, including COVID-19 testing and certain quarantine requirements, which significantly impacted visitation to the Company’s Macau properties.

Beginning in December 2022, Macau and mainland China started to unwind testing and quarantine requirements as well as travel and entry restrictions associated with the “dynamic zero” COVID-19 policy.

On January 8, 2023, Macau lifted the majority of its COVID-19 pandemic travel and quarantine restrictions with the exception of overseas visitors travelling from outside of mainland China, Hong Kong and Taiwan being required to present a negative nucleic acid test or rapid antigen test result in place until February 6, 2023 when all remaining COVID-19 travel restrictions were removed.

NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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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”).

A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support.

The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics:

(i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance;

and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity.

The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary.

For these VIEs, the Company records a noncontrolling interest in the consolidated balance sheets.

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 MGP is a VIE because the Class A equity investors 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 the primary beneficiary of MGP and consolidates MGP because (i) its ownership of MGP’s single Class B share entitles it to a majority of the total voting power of MGP’s shares, and (ii) the exchangeable nature of the Operating Partnership units owned provide the Company the right to receive benefits from MGP that could potentially be significant to MGP.

The Company has recorded MGP’s ownership interest in the Operating Partnership as noncontrolling interest in the Company’s consolidated financial statements.

As of December 31, 2021, on a consolidated basis MGP had total assets of $ 10.4 billion, primarily related to its real estate investments, and total liabilities of $ 5.1 billion, primarily related to its indebtedness.

Management has determined that Bellagio BREIT Venture 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 and, accordingly, does not consolidate the venture, because the Company does not have power to direct the activities that could potentially be significant to the venture;

BREIT, as the managing member, has such power.

The Company has recorded its 5 % ownership interest in Bellagio BREIT Venture as an investment in unconsolidated affiliates in the Company’s consolidated financial statements, for which such amount was $ 58 million as of December 31, 2021.

The Company’s maximum exposure to loss as a result of its involvement with Bellagio BREIT Venture is equal to the carrying value of its investment, 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 December 31, 2021, as further discussed in Note 12.

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 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 $ 56 million as of December 31, 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 December 31, 2022, as further discussed in Note 12.

For entities determined not to be a VIE, the Company consolidates such entities in which the Company owns 100 % of the equity.

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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 accounts for the entity under the equity method, such as the Company’s investments in MGP BREIT Venture and BetMGM, which do not qualify for consolidation as the Company has joint control, given the entities are 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 entities, as defined in ASC 810.

For equity interests in entities in which the Company does not have significant influence, the Company records its equity investment under ASC 321 and reflects such investments within “Other long-term assets, net” on the consolidated balance sheets.

The fair value of such equity investments was $ 66 million as of December 31, 2021 .

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.

Reclassifications .

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Level 1 inputs, such as quoted prices in an active market;

Level 2 inputs, which are observable inputs for similar assets;

Level 2 inputs, which are quoted prices for identical or comparable instruments or pricing using observable market data;

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 under ASC 321;

• Level 1 and Level 2 inputs for its long-term debt fair value disclosures.

• Level 2 inputs when measuring the Operating Partnership’s fair value of its interest rate swaps.

• Level 1, Level 2, and Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed in the CityCenter acquisition.

• Level 2 and Level 3 inputs when assessing the fair value of the note receivable relating to the Circus Circus Las Vegas and adjacent land sale.

• Level 1 inputs when measuring its equity investments recorded at fair value;

• Level 2 inputs for its long-term debt fair value disclosures.

• Level 1 and Level 2 inputs for its debt investments;

• Level 1, Level 2, and Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed in acquisitions.

Equity investments.

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 Accounting Standards Codification (“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 $ 461 million and $ 66 million as of December 31, 2022 and 2021, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets.

Gains and losses are recorded in “Other, net” in the statements of operations.

For the years ended December 31, 2022, and 2021 the Company recorded a net gain on its equity investments of $ 10 million and $ 28 million, respectively.

Debt investments.

The Company’s investments in debt securities are classified as trading securities and recorded at fair value.

Gains and losses are recorded in “Other, net” in the statement of operations.

Debt securities are considered cash equivalents if the criteria for such classification is met or otherwise classified as short-term investments within “Prepaid expenses and other” since the investment of cash is available for current operations.

The following tables present information regarding the Company’s debt investments:

Fair value level December 31, 2022

(In thousands)

Cash and cash equivalents:

Cash and cash equivalents include cash on hand, investments and interest-bearing instruments with maturities of 90 days or less at the date of acquisition.

Such investments are carried at cost, which approximates market value.

Book overdraft balances resulting from the Company’s cash management program are recorded as “Accounts payable” or “Construction payable” as applicable.

Money market funds Level 1 $ 12,009

Commercial paper and certificates of deposit Level 2 5,992

Cash and cash equivalents 18,001

Short-term investments:

government securities Level 1 56,835

agency securities Level 2 9,530

Commercial paper and certificates of deposit Level 2 4,466

Corporate bonds Level 2 213,875

Short-term investments 284,706

Total debt investments $ 302,707

Cash and cash equivalents.

Cash and cash equivalents include cash on hand, investments and interest-bearing instruments that are highly liquid with maturities of 90 days or less at the date of acquisition.

Book overdraft balances resulting from the Company’s cash management program are recorded within “Accounts and construction payable.”

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 is 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 as of December 31, 2021 equal "Cash, cash equivalents, and restricted cash" on the consolidated statements of cash flows.

Cash held in an escrow account related to the reverse termination fee that was contractually required to be prefunded for The Cosmopolitan acquisition 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.

MGM China’s pledged cash of $ 124 million securing the bank guarantees discussed in Note 12 is restricted in use and classified within “Other long-term assets, net.” Such amount plus “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, 2022.

Accounts receivable and credit risk.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of casino accounts receivable.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of casino receivables.

The Company issues credit following background checks and investigations of creditworthiness.

At December 31, 2021 and 2020, approximately 43 % and 52 %, respectively, of the Company’s gross casino accounts receivable were owed by customers from foreign countries, primarily within Asia.

Business or economic conditions or other significant events in these countries could affect the collectability of such receivables.

At December 31, 2022 and 2021, approximately 52 % and 53 %, respectively, of the Company’s gross accounts receivable related to casino receivables.

Accounts receivable are typically non-interest bearing and are initially recorded at cost.

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For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist.

The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset.

The Company then compares the estimated future cash flows of the asset group, on an undiscounted basis, to the carrying value of the asset group.

If the undiscounted cash flows exceed the carrying value, no impairment is indicated.

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All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses.

Refer to Note 16 for discussion on the impairment loss recorded on Circus Circus Las Vegas and adjacent land in 2019.

In connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which is now the legal owner of the reverted gaming assets.

On January 1, 2023 and in connection with the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the gaming concession in return for annual payments.

As the Company will continue to operate the gaming assets in the same manner as under the gaming subconcession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of assets for the economic life of the assets as the Company assumes it will be successful in the awarding of a new concession at the end of the current term, the Company will continue to recognize the reverted gaming assets within “Property and equipment” and depreciate the assets over their remaining estimated useful lives.

Capitalized interest.

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Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations.

Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances.

Indefinite-lived intangibles consist of trademarks and certain of our gaming licenses.

Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between

annual test dates in certain circumstances.

The Company performs its annual impairment tests in the fourth quarter of each fiscal year.

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In performing the step zero analysis the Company considers macroeconomic conditions, industry and market considerations, current and forecasted financial performance, entity-specific events, and changes in the composition or carrying amount of net assets of reporting units for goodwill.

In addition, the Company takes into consideration the amount of excess of fair value over carrying value determined in the last quantitative analysis that was performed, as well as the

period of time that has passed since the last quantitative analysis.

In addition, the Company takes into consideration the amount of excess of fair value over carrying value determined in the last quantitative analysis that was performed, as well as the period of time that has passed since the last quantitative analysis.

If the step zero analysis indicates that it is more likely than not that the fair value is less than its carrying amount, the entity would proceed to a quantitative analysis.

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If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference.

Other intangible assets that have a finite life, including MGM Grand Paradise’s gaming subconcession, other gaming rights in certain jurisdictions where the nature or extent of the renewal process is uncertain, customer lists, and technology, are amortized on a straight-line basis over their estimated useful lives.

The Company reviews the carrying amount of its amortizing intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

When testing for impairment, the Company compares the estimated undiscounted cash flows of the asset group to its carrying value.

If the estimated undiscounted cash flows exceed the carrying value, no impairments are recorded.

If the undiscounted cash flows do not exceed the carrying values, an impairment is recorded.

Note receivable.

In connection with the sale of Circus Circus Las Vegas and the adjacent land in December 2019, the Company received a secured note due in 2024 with a face value of $ 163 million and fair value of $ 134 million.

The note has a stated interest rate of 3 % for the first two years, 4 % for following two years, and 4.5 % for the fifth year and is secured by the borrower with the land adjacent to Circus Circus Las Vegas as collateral with an effective interest rate of 7.31 %.

The interest on the note, which is comprised of the stated interest and the discount on the note, amortizes into interest income using the effective interest method over the length of the agreement.

The carrying value of the note receivable was $ 167 million and $ 155 million as of December 31, 2022 and 2021, respectively, and was recorded within “Other long-term assets, net” in the consolidated balance sheets.

Accounts payable.

As of December 31, 2022 and 2021, the Company had accrued $ 80 million and $ 59 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.

Revenue recognition.

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This allocation is deferred and recognized as revenue when the customer redeems the incentive.

When redeemed, revenue is recognized in the department that provides the goods or service.

When redeemed, revenue is recognized in

the department that provides the goods or service.

Redemption of loyalty incentives at third-party outlets are deducted from the loyalty liability and amounts owed are paid to the third party, with any discount received recorded as other revenue.

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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, as discussed above, 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.

(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.

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Increase / (decrease) $ 9,450 $ ( 36,452 ) $ 39,137 $ 4,709 $ 176,375 $ 257,714

The December 31, 2022 balances exclude liabilities related to assets held for sale.

Reimbursed cost.

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The Company classifies a lease with terms greater than twelve months as either operating or finance.

At commencement date, 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 the operating lease ROU assets also includes any prepaid lease payments and are reduced by any previously accrued deferred rent.

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 equipment leases, the Company cannot readily determine the implicit rate.

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.

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Refer to Note 11 for discussion of leases under which the Company is a lessee.

The master lease agreement with MGP is eliminated in consolidation;

refer to Note 18 for further discussion of the master lease with MGP.

Refer to Note 18 for discussion of the master lease with MGP.

The Company is a lessor under certain other lease arrangements.

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Diluted net income attributable to common stockholders includes adjustments for redeemable noncontrolling interests.

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.

Diluted weighted average common and common equivalent shares include adjustments for potential dilution of stock-based awards outstanding under the Company’s stock compensation plan.

Year Ended December 31,

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Adjustment related to redeemable noncontrolling interests ( 31,888 ) ( 78,298 ) 35,520

Net income (loss) available to common stockholders - basic 1,176,072 ( 997,204 ) 2,046,433

Other — — ( 194 )

Net income (loss) attributable to common stockholders - diluted $ 1,176,072 $ ( 997,204 ) $ 2,046,239

Net income (loss) available to common stockholders - basic and diluted $ 1,441,205 $ 1,176,072 $ ( 997,204 )

Weighted average common shares outstanding basic 409,201 481,930 494,152

Potential dilution from share-based awards 5,426 — 3,472

Potential dilution from stock-based awards 3,792 5,426 —

Weighted average common and common equivalent shares - diluted 412,993 487,356 494,152

Antidilutive share-based awards excluded from the calculation of diluted earnings per share 198 9,493 1,617

Antidilutive stock-based awards excluded from the calculation of diluted earnings per share 603 198 9,493

Currency translation.

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Elements of the Company’s accumulated other comprehensive income (loss) are reported in the consolidated statements of stockholders’ equity.

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 — ACCOUNTS RECEIVABLE, NET

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$ 852,149 $ 583,915

NOTE 4 — ACQUISITIONS

On September 27, 2021, the Company completed the acquisition of Infinity World's 50 % ownership interest in CityCenter for cash consideration of $ 2.125 billion.

Through the acquisition, the Company obtained 100 % of the equity interests in CityCenter and therefore consolidated CityCenter as of September 27, 2021.

Loss reserves consisted of the following:

Balance at Beginning of Period Expected Credit Losses Write-offs, Net of Recoveries Balance at End of Period

Loss reserves:

(In thousands)

Year Ended December 31, 2022

$ 128,348 $ 22,738 $ ( 37,820 ) $ 113,266

Year Ended December 31, 2021

126,589 21,852 ( 20,093 ) 128,348

Year Ended December 31, 2020

$ 94,561 $ 71,422 $ ( 39,394 ) $ 126,589

NOTE 4 — 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 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 and is not deductible for tax purposes.

All of the goodwill was assigned to Corporate and other.

The following table sets forth the purchase price allocation (in thousands):

Cash and cash equivalents $ 93,407

Receivables and other current assets 36,872

Technology 109,027

Trademarks 144,374

Customer lists 126,526

Goodwill 288,367

Other long-term assets 19,181

Accounts payable, accrued liabilities, and other current liabilities ( 118,302 )

Debt ( 104,439 )

Other long-term liabilities ( 36,457 )

Noncontrolling interests ( 2,861 )

The operating results for LeoVegas are included in the consolidated statements of operations from the date of acquisition.

LeoVegas’ net revenue for the period from September 7, 2022 through December 31, 2022 was $ 133 million and operating loss and net loss were $ 13 million and $ 15 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 Las Vegas Strip Resorts segment.

The following table sets forth the 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 )

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 December 31, 2022 was $ 783 million and operating income and net income were $ 117 million and $ 117 million, respectively.

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.

The fair value of the equity interests of CityCenter 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 is 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.

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 and 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 11 for additional information regarding the lease.

See Note 11 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.

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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 Las Vegas Strip Resorts segment.

The following table sets forth the purchase price allocation (in thousands):

Fair value of assets acquired and liabilities assumed:

Cash and cash equivalents $ 335,396

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Other long-term liabilities ( 64,054 )

The Company recognized the identifiable intangible assets of CityCenter at fair value, which consisted of indefinite-lived trade names, which 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.

CityCenter’s net revenue for the period from September 27, 2021 through December 31, 2021 was $ 367 million and operating income and net income were $ 69 million and $ 68 million, respectively.

Unaudited pro forma information.

The operating results for CityCenter are included in the accompanying consolidated statements of operations from the date of acquisition.

The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of its controlling interest had occurred as of January 1, 2020 and excludes the gain on consolidation discussed above.

The pro forma information does not reflect transactions that occurred subsequent to acquisition, such as the subsequent 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 January 1, 2020.

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 and Vdara real estate sale-leaseback transaction or the repayment of CityCenter’s assumed debt.

Pro forma results of operations for the LeoVegas acquisition have not been included because it is not material to the consolidated results of operations.

Year Ended December 31,

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Net income attributable to MGM Resorts International 1,487,247 185,703

On January 29, 2019, the Company acquired the real property and operations associated with Empire City for total consideration of approximately $ 865 million, plus customary working capital and other adjustments.

The fair value of consideration paid included the issuance of approximately $ 266 million of the Company’s common stock, the incurrence of a new bridge facility, and the remaining balance in cash.

If Empire City is awarded a license for live table games on or prior to December 31, 2022 and the Company accepts such license by December 31, 2024, the Company will pay additional consideration of $ 50 million.

The acquisition expands the Company’s presence in the northeast region and greater New York City market.

Subsequent to the Company’s acquisition, MGP acquired the developed real property associated with Empire City from the Company and Empire City was added to the master lease between the Company and MGP .

See Note 18 for additional information.

For the period from January 29, 2019 through December 31, 2019, Empire City’s net revenue was $ 193 million , operating income was $ 12 million and net income was $ 36 million .

Pro forma results of operations for the acquisition have not been presented because it is not material to the consolidated results of operations.

In April 2019, the Company acquired the membership interests of Northfield from MGP, and MGP retained the associated real estate assets.

MGM Northfield Park was then added to the master lease between the Company and MGP.

Refer to Note 18 for additional information.

The Mirage transaction.

On December 19, 2022, the Company completed the sale of the operations of The Mirage to an affiliate of Hard Rock for cash consideration of $ 1.075 billion subject to certain purchase price adjustments.

At closing, the master lease between the Company and VICI was amended to remove The Mirage and to reflect a $ 90 million reduction in annual cash rent.

The Company recognized a $ 1.1 billion gain recorded within “Property transactions, net.” The gain reflects the fair value of consideration received of $ 1.1 billion less the net carrying value of the assets and liabilities derecognized of $ 28 million.

The operations of The Mirage are not classified as discontinued operations because the Company concluded that the sale is not a strategic shift that has a major effect on the Company’s operations or its financial results and it does not represent a major geographic segment or product line.

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.

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 11.

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 net carrying value of the assets and liabilities and accumulated comprehensive income derecognized of $ 5.7 billion.

The major classes of assets and liabilities derecognized in connection with The Mirage and VICI transactions are as follows:

VICI Transaction The Mirage

(In thousands)

Cash and cash equivalents $ 25,387 $ 26,230

Accounts receivable, net — 22,062

Inventories — 6,783

Income tax receivable 5,486 —

Prepaid expenses and other 128 5,520

Property and equipment, net 9,250,519 26,724

Investments in and advances to unconsolidated affiliates 817,901 —

Goodwill — 10,249

Other intangible assets, net — 3,095

Operating lease right-of-use assets, net 236,255 1,316,086

Other long-term assets, net 3,991 5,377

Total assets $ 10,339,667 $ 1,422,126

Accounts payable $ 1,136 $ 4,740

Accrued interest on long-term debt 68,150 —

Other accrued liabilities 4,057 56,256

Deferred income taxes, net 1,284 —

Long-term debt, net 4,259,473 —

Operating lease liabilities 336,689 1,327,571

Other long-term obligations — 5,554

Total liabilities $ 4,670,789 $ 1,394,121

Gold Strike Tunica.

On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE for cash consideration of $ 450 million, subject to certain purchase price adjustments.

At closing, the master lease between the Company and VICI was amended to remove Gold Strike Tunica and to reflect a $ 40 million reduction in annual cash rent.

The operations of Gold Strike Tunica is not classified as discontinued operations because the Company concluded that the sale is not a strategic shift that has a major effect on the Company’s operations or its financial results and it does not represent a major geographic segment or product line.

As the sale was completed subsequent to December 31, 2022, the asset group is classified as held for sale as of December 31, 2022.

The major classes of assets and liabilities classified as held for sale as of December 31, 2022 are as follows (in thousands):

Cash and cash equivalents $ 25,938

Accounts receivable, net 3,394

Inventories 1,186

Prepaid expenses and other 1,055

Property and equipment, net 20,871

Goodwill 40,523

Other intangible assets, net 5,700

Operating lease right-of-use assets, net 508,516

Other long-term assets, net 1,254

Assets held for sale $ 608,437

Accounts payable $ 3,719

Other accrued liabilities 18,385

Other long-term obligations 1,709

Operating lease liabilities 516,015

Liabilities related to assets held for sale $ 539,828

NOTE 5 — PROPERTY AND EQUIPMENT, NET

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(In thousands)

CityCenter ( 50 % as of December 31, 2020)

$ — $ 441,893

MGP BREIT Venture ( 50.1 % owned by the Operating Partnership)

VICI BREIT Venture ( 50.1 % owned by MGP OP through April 28, 2022)

$ — $ 816,756

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(In thousands)

Income from unconsolidated affiliates $ 84,823 $ 42,938 $ 119,521

Income (loss) from unconsolidated affiliates $ ( 160,213 ) $ 84,823 $ 42,938

Non-operating items from unconsolidated affiliates ( 23,457 ) ( 83,243 ) ( 103,304 )

$ ( 183,670 ) $ 1,580 $ ( 60,366 )

The following table summarizes further information related to the Company’s share of operating income (loss) from unconsolidated affiliates:

The following table summarizes information related to the Company’s share of operating income (loss) from unconsolidated affiliates:

Year Ended December 31,

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CityCenter (through September 26, 2021) $ — $ 128,127 $ ( 29,753 )

MGP BREIT Venture 155,817 136,755 —

VICI BREIT Venture (through April 29, 2022) 51,051 155,817 136,755

BetMGM ( 234,464 ) ( 211,182 ) ( 61,663 )

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$ ( 160,213 ) $ 84,823 $ 42,938

MGP BREIT Venture distributions.

During the years ended December 31, 2021 and 2020, the Operating Partnership received $ 94 million and $ 81 million, respectively, in distributions from MGP BREIT Venture.

Refer to Note 4 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.

During the years ended December 31, 2022, 2021, and 2020, MGP OP received $ 32 million, $ 94 million, and $ 81 million respectively, in distributions.

BetMGM contributions.

During the years ended December 31, 2021 and 2020, the Company contributed $ 225 million and $ 80 million to BetMGM, respectively.

CityCenter acquisition.

The Company obtained 100 % of the equity interests in CityCenter and therefore consolidated CityCenter as of September 27, 2021.

Prior to the acquisition, the Company held a 50 % ownership interest, which was accounted for under the equity method.

Refer to Note 4.

During the years ended December 31, 2022, 2021, and 2020, the Company contributed $ 225 million, $ 225 million, and $ 80 million to BetMGM, respectively.

CityCenter distributions.

During the year ended December 31, 2020, CityCenter paid $ 101 million in distributions, of which the Company received its 50 % share, or approximately $ 51 million.

During the year ended December 31, 2019, CityCenter paid $ 180 million in distributions, of which the Company received its 50 % share, or approximately $ 90 million.

During the year ended December 31, 2020, CityCenter paid $ 101 million in distributions, of which the Company received its 50 % share of approximately $ 51 million.

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 in 2021.

The Company correspondingly 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.

During the years ended December 31, 2021 and 2020, the Company recognized other-than-temporary impairment charges of $ 22 million and $ 64 million, respectively, within “Property transactions, net” in the consolidated statements of operations related to investments in unconsolidated affiliates previously classified within “Other” in the “Investments in and advances to unconsolidated affiliates” table above.

Unconsolidated Affiliate Financial Information – CityCenter (as of December 31, 2020 and through September 26, 2021) & MGP BREIT Venture

Summarized balance sheet information is as follows:

(In thousands)

Cash and cash equivalents $ 16 $ 96,758

Property and equipment, net 4,439,851 10,237,004

Other assets, net 193,184 256,813

Debt, net 2,994,782 4,715,997

Other liabilities 8,018 270,583

Summarized results of operations are as follows:

Year Ended December 31,

2021 2020 2019

(In thousands)

Net revenues $ 1,084,503 $ 869,638 $ 1,294,861

Net income (loss) 294,797 ( 43,749 ) 69,143

Basis Differences

The Company’s investments in unconsolidated affiliates do not equal the Company’s share of venture-level equity due to various basis differences.

Basis differences related to depreciable assets are being amortized based on the useful lives of the related assets and liabilities, and basis differences related to non–depreciable assets, such as land and indefinite-lived intangible assets, are not being amortized.

Basis differences relating to the Company's investment in CityCenter were resolved in connection with the consolidation of CityCenter in 2021.

Differences between the Company’s share of venture-level equity and investment balances are as follows:

(In thousands)

Venture-level equity attributable to the Company $ 961,787 $ 2,981,550

Adjustment to CityCenter equity upon contribution of net assets by MGM Resorts International (1)

— ( 504,171 )

CityCenter capitalized interest (2)

CityCenter completion guarantee (3)

CityCenter deferred gain (4)

— ( 208,204 )

CityCenter capitalized interest on sponsor notes (5)

Other-than-temporary impairments of CityCenter investment (6)

— ( 1,256,516 )

Other adjustments 5,257 49,698

$ 967,044 $ 1,447,043

(1) Primarily related to land and fixed assets.

(2) Related to interest capitalized on the Company’s investment balance during development and construction stages.

(3) Created by contributions to CityCenter under the completion guarantee recognized as equity contributions by CityCenter split between the members.

(4) Related to a deferred gain on assets contributed to CityCenter upon formation of CityCenter.

(5) Related to interest on the sponsor notes capitalized by CityCenter during development.

Such sponsor notes were converted to equity in 2013.

(6) The impairment of the Company’s CityCenter investment included $ 352 million of impairments allocated to land.

NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS

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Indefinite-lived intangible assets:

Detroit development rights $ 98,098 $ 98,098

MGM Northfield Park and Empire City racing and gaming licenses 280,000 280,000

Trademarks and other 479,238 299,238

Trademarks $ 754,431 $ 479,238

Gaming rights and other 385,060 378,098

Total indefinite-lived intangible assets 1,139,491 857,336

2 unchanged sentences

Accumulated amortization ( 4,519,486 ) ( 1,865,219 )

Customer lists 283,232 52,000

Accumulated amortization ( 60,055 ) ( 32,188 )

223,177 19,812

MGM National Harbor and MGM Springfield gaming licenses 106,600 106,600

Gaming rights 106,600 106,600

Accumulated amortization ( 33,316 ) ( 26,209 )

73,284 80,391

Other finite-lived intangible assets 65,207 60,649

Technology and other 129,061 13,207

Accumulated amortization ( 13,761 ) ( 5,674 )

2 unchanged sentences

Total other intangible assets, net $ 1,551,252 $ 3,616,385

A summary of changes in the Company’s goodwill by reportable segment is as follows:

Balance at January 1 Acquisitions Currency exchange Balance at December 31

A summary of changes in the Company’s goodwill is as follows:

Balance at January 1 Acquisitions/Divestitures Reclassifications Currency exchange Balance at December 31

(In thousands)

Goodwill, net by segment:

Las Vegas Strip Resorts $ 1,427,790 $ 1,279,219 $ — $ — $ 2,707,009

1 unchanged sentence

MGM China 1,351,744 — — ( 866 ) 1,350,878

Corporate and other — 288,367 — 22,118 310,485

$ 3,480,997 $ 1,567,586 $ ( 40,523 ) $ 21,252 $ 5,029,312

Balance at January 1 Acquisitions Currency exchange Balance at December 31

Balance at January 1 Acquisitions Reclassifications Currency exchange Balance at December 31

(In thousands)

Goodwill, net by segment:

Las Vegas Strip Resorts $ 30,452 $ 1,397,338 $ — $ — $ 1,427,790

2 unchanged sentences

$ 2,091,278 $ 1,397,338 $ — $ ( 7,619 ) $ 3,480,997

Goodwill was recognized in 2021 related to the acquisition of the 50 % ownership interest in CityCenter, which is included in Las Vegas Strip Resorts, as further discussed in Note 4.

Refer to Note 4 for discussion on acquisitions, divestitures, and assets held for sale (reclassifications).

MGM Grand Paradise gaming subconcession.

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.

In March 2019, MGM Grand Paradise and SJMSA entered into a Subconcession Extension Contract (the “Extension Agreement”), pursuant to which the gaming subconcession was extended to June 26, 2022, which coincides with the current expiration of all the other concessions and subconcessions.

MGM Grand Paradise paid the government of Macau approximately $ 25 million and paid SJMSA approximately $ 2 million as a contract premium for such extension.

The Company cannot provide any assurance that MGM Grand Paradise will be awarded a gaming concession subsequent to the expiration of its gaming subconcession;

however, as further discussed in Note 1, management believes that MGM Grand Paradise will be successful in obtaining a gaming concession when a public tender is held.

Accordingly, as of December 31, 2021 and 2020, the Company amortizes the gaming subconcession intangible asset on a straight-line basis over the initial term of the Cotai land concession through January 2038.

MGM National Harbor and MGM Springfield gaming licenses.

The license fee paid to the State of Maryland of $ 22 million is considered a finite-lived intangible asset that is amortized on a straight-line basis over a period of its initial term of 15 years, beginning in December 2016, when MGM National Harbor started operations.

The license fee paid to the State of Massachusetts of $ 85 million is considered a finite-lived intangible asset that is amortized over a period of 15 years, beginning in August 2018, when MGM Springfield started operations.

Total amortization expense related to intangible assets was $ 197 million, $ 194 million and $ 192 million for 2021, 2020, and 2019, respectively.

As described in Note 1, the enactment of the new Macau gaming law in June 2022 provided for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also included material changes to the rights and obligations provided for under the new gaming concessions.

As a result, the Company determined that the MGM Grand Paradise gaming subconcession and new gaming concession are 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.

Accordingly, amortization of the MGM Grand Paradise gaming subconcession was recognized on a straight-line basis over its reduced useful life.

The gaming subconcession was fully amortized as of December 31, 2022.

Amortization expense related to intangible assets was $ 2.7 billion, $ 197 million and $ 194 million for 2022, 2021, and 2020, respectively.

As of December 31, 2022, estimated future amortization is as follows:

15 unchanged sentences

Taxes, other than income taxes 211,756 195,973

Operating Partnership interest rate swaps - current 14,071 32,155

MGP dividend — 82,294

8 unchanged sentences

(In thousands)

Operating Partnership senior credit facility $ 50,000 $ 10,000

MGP OP senior credit facility $ — $ 50,000

MGM China first revolving credit facility 1,249,744 360,414

MGM China second revolving credit facility 224,313 —

LeoVegas senior notes, due 2023 36,580 —

7.75 % senior notes, due 2022

1,000,000 1,000,000

6 % senior notes, due 2023

1,250,000 1,250,000

5.625 % Operating Partnership senior notes, due 2024

1,050,000 1,050,000

5.625 % MGP OP senior notes, due 2024

5.375 % MGM China senior notes, due 2024

4 unchanged sentences

675,000 675,000

4.625 % Operating Partnership senior notes, due 2025

800,000 800,000

4.625 % MGP OP senior notes, due 2025

5.25 % MGM China senior notes, due 2025

2 unchanged sentences

750,000 750,000

4.5 % Operating Partnership senior notes, due 2026

500,000 500,000

4.5 % MGP OP senior notes, due 2026

4.625 % senior notes, due 2026

400,000 400,000

5.75 % Operating Partnership senior notes, due 2027

750,000 750,000

5.75 % MGP OP senior notes, due 2027

5.5 % senior notes, due 2027

1 unchanged sentence

4.75 % MGM China senior notes, due 2027

4.5 % Operating Partnership senior notes, due 2028

750,000 750,000

4.5 % MGP OP senior notes, due 2028

4.75 % senior notes, due 2028

750,000 750,000

3.875 % Operating Partnership senior notes, due 2029

750,000 750,000

3.875 % MGP OP senior notes, due 2029

7 % debentures, due 2036

11 unchanged sentences

$ 594,954 $ 799,593 $ 676,380

Senior credit facility.

At December 31, 2021, the Company’s senior credit facility consisted of a $ 1.675 billion revolving facility of which no amounts were drawn.

On February 14, 2020, in connection with the MGP BREIT Venture Transaction, the Company used proceeds from the transaction to repay and terminate the $ 1.5 billion outstanding on its then existing revolving facility in full and entered into an unsecured credit agreement, comprised of a $ 1.5 billion unsecured revolving facility that would mature in February 2025.

As a result, the Company incurred a $ 4 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

In April 2020 and then in February 2021, the Company amended its credit facility to provide it with certain relief from the effects of the COVID-19 pandemic, including certain financial maintenance covenant waivers, agreeing to liquidity tests, and pledging the Operating Partnership units held by loan parties to the lenders as collateral.

In November 2021, the Company terminated its existing revolving facility and entered into a new $ 1.675 billion secured revolving credit facility that matures in November 2026.

Senior secured credit facility.

In November 2021, the Company terminated its previous revolving facility and entered into a new $ 1.675 billion revolving credit facility maturing in November 2026.

The revolving credit facility bears interest of SOFR plus 1.50 % to 2.25 % determined by reference to a rent adjusted total net leverage ratio pricing grid.

The Company's senior revolving credit facility is, subject to gaming approval, guaranteed by each of the Company's existing direct and indirect wholly-owned material domestic restricted subsidiaries, subject to certain exclusions.

The senior revolving credit facility is secured by a pledge of the equity in certain of the Company's domestic operating properties.

At December 31, 2022, no amounts were drawn.

On February 14, 2020, in connection with the MGM Grand Las Vegas and Mandalay Bay transaction, the Company used proceeds from the transaction to repay and terminate the $ 1.5 billion outstanding on its then existing revolving facility

in full and entered into an unsecured credit agreement, comprised of a $ 1.5 billion unsecured revolving facility that would mature in February 2025.

As a result, the Company incurred a $ 4 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

The Company's senior secured credit facility is guaranteed by each of the Company’s existing direct and indirect wholly-owned material domestic restricted subsidiaries, subject to certain exclusions.

The senior secured credit facility is secured by a pledge of the equity in certain of the Company's domestic operating properties.

Mandatory prepayments will be required upon the occurrence of certain events, including sales of certain assets, subject to certain exceptions.

The Company’s senior revolving credit facility also contains customary representations and warranties, events of default and positive and negative covenants.

The Company was in compliance with its applicable covenants at December 31, 2021.

Operating Partnership senior credit facility and bridge facility.

At December 31, 2021, the Operating Partnership’s senior secured credit facility consisted of a $ 1.35 billion revolving credit facility.

The revolving facility bears interest of LIBOR plus 1.75 % to 2.25 % determined by reference to a total net leverage ratio pricing grid and will mature in June 2023.

At December 31, 2021, $ 50 million was drawn on the revolving credit facility and the interest rate on the revolving credit facility was 1.85 %.

In February 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership amended its senior secured credit facility to, among other things, allow for the transaction to occur, permit the incurrence by the Operating Partnership of a nonrecourse guarantee relating to the debt of MGP BREIT Venture (refer to Note 12 for description of such guarantee), and permit the incurrence of the bridge loan facility.

As a result of the transaction and the amendment, the Operating Partnership repaid its $ 1.3 billion outstanding term loan B facility in full with the proceeds of a bridge facility, which was then assumed by MGP BREIT Venture as partial consideration for the Operating Partnership’s contribution.

Additionally, the Operating Partnership used the proceeds from the settlement of the forward equity issuances to pay off the outstanding balance of $ 399 million on its term loan A facility in full.

As a result, the Operating Partnership incurred an $ 18 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

The Operating Partnership is party to interest rate swaps to mitigate the effects of interest rate volatility inherent in its variable rate debt as well as forecasted debt issuances.

As of December 31, 2021, the Operating Partnership has currently effective interest rate swap agreements on which it pays a weighted average fixed rate of 1.783 % on total notional amount of $ 700 million .

The Operating Partnership has an additional $ 900 million total notional amount of forward starting interest rate swaps that are not currently effective.

The fair value of interest rate swaps designated as cash flow hedges was $ 25 million , with $ 5 million recorded as a current liability and $ 20 million recorded as a long-term liability as of December 31, 2021, and $ 41 million, with $ 1 million recorded as a current liability and $ 40 million recorded as a long-term liability, as of December 31, 2020.

The fair value of interest rate swaps not designated as cash flow hedges was $ 27 million , with $ 8 million recorded as a current liability and $ 19 million recorded as a long-term liability as of December 31, 2021, and $ 78 million, with $ 31 million recorded as a current liability and $ 47 million recorded as a long-term liability, as of December 31, 2020.

Interest rate swaps in a current liability position are recorded within “Other accrued expenses,” and those in a long-term liability position are recorded within “Other long-term obligations” on the consolidated balance sheets.

The Operating Partnership credit facility contains customary representations and warranties, events of default and positive and negative covenants, including that the Operating Partnership maintain compliance with a maximum senior secured net debt to adjusted total assets ratio, a maximum total net debt to adjusted assets ratio and a minimum interest coverage ratio.

The Operating Partnership was in compliance with its credit facility covenants at December 31, 2021.

The Operating Partnership senior credit facility is guaranteed by each of the Operating Partnership’s existing and subsequently acquired direct and indirect wholly owned material domestic restricted subsidiaries, except for MGM Springfield reDevelopment, which owns the real estate assets of MGM Springfield, and secured by a first priority lien security interest on substantially all of the Operating Partnership’s and such restricted subsidiaries’ material assets, including mortgages on its real estate, excluding the real estate assets of MGM National Harbor, Empire City, and MGM Springfield and subject to other customary exclusions.

The Company’s senior secured credit facility also contains customary representations and warranties, events of default and positive and negative covenants.

The Company was in compliance with its credit facility covenants at December 31, 2022.

MGP OP senior secured credit facility and bridge facility.

In April 2022, MGP OP senior secured credit facility was derecognized in connection with the deconsolidation of MGP as a result of the VICI Transaction.

In February 2020, in connection with the MGM Grand Las Vegas and Mandalay Bay transaction, MGP OP amended its senior secured credit facility to, among other things, allow for the transaction to occur, permit the incurrence by MGP OP of a nonrecourse guarantee relating to the debt of VICI BREIT Venture (refer to Note 12 for description of such guarantee), and permit the incurrence of the bridge loan facility.

As a result of the transaction and the amendment, MGP OP repaid its $ 1.3 billion outstanding term loan B facility in full with the proceeds of a bridge facility, which was then assumed by VICI BREIT Venture as partial consideration for MGP OP’s contribution.

Additionally, MGP OP used the proceeds from the settlement of the forward equity issuances to pay off the outstanding balance of $ 399 million on its term loan A facility in full.

As a result, MGP OP incurred an $ 18 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

MGP OP was party to interest rate swaps to mitigate the effects of interest rate volatility inherent in its variable rate debt as well as forecasted debt issuances.

In March 2022, MGP OP terminated its interest rate swap agreements.

MGM China first revolving credit facility.

At December 31, 2021, the MGM China first revolving credit facility consisted of a $ 1.25 billion unsecured revolving credit facility.

The MGM China first revolving credit facility bears interest at a fluctuating rate per annum based on Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.625 % to 2.75 %, as

determined by MGM China’s leverage ratio and will mature in May 2024.

At December 31, 2021, $ 360 million was drawn on the MGM China first revolving credit facility and the weighted average interest rate was 2.95 %.

At December 31, 2022, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion unsecured revolving credit facility, which was fully drawn.

The MGM China first revolving credit facility bears interest at a fluctuating rate per annum based on Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.625 % to 2.75 %, as determined by MGM China’s leverage ratio and will mature in May 2024.

At December 31, 2022, the weighted average interest rate was 6.80 %.

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 2021, MGM China amended its credit agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022.

MGM China was in compliance with its applicable MGM China credit facility covenants at December 31, 2021.

In February 2022, MGM China further amended its first revolving credit facility to extend the financial covenant waivers through maturity.

Due to the impact of COVID-19, in February 2021, MGM China amended its first revolving credit agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022.

In February 2022, MGM China further amended its first revolving credit facility to extend the financial covenant waivers through maturity in May 2024.

MGM China was in compliance with its applicable MGM China first revolving credit facility covenants at December 31, 2022.

MGM China second revolving credit facility.

At December 31, 2021, the MGM China second revolving credit facility consisted of a $ 400 million unsecured revolving credit facility with an option to increase the amount of the facility up to $ 500 million, subject to certain conditions.

At December 31, 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.

The MGM China second credit facility bears interest at a fluctuating rate per annum based on HIBOR plus 1.625 % to 2.75 %, as determined by MGM China’s leverage ratio and will mature in May 2024.

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 December 31, 2021, no amounts were drawn on the MGM China second revolving credit facility.

The MGM China second 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 beginning in the third quarter of 2021.

In February 2021, MGM China further amended its second credit facility agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022.

MGM China was in compliance with its applicable MGM China second credit facility covenants at December 31, 2021.

In February 2022, MGM China further amended its second revolving credit facility to extend the financial covenant waivers through maturity.

At December 31, 2022, $ 224 million was drawn on the MGM China second revolving credit facility and the weighted average interest rate was 7.72 %.

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 2021, MGM China amended its second credit facility agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022.

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 MGM China second revolving credit facility covenants at December 31, 2022.

LeoVegas revolving credit facility.

Upon the Company’s acquisition of LeoVegas, the LeoVegas revolving credit facility consisted of a € 40 million revolving facility, which was fully drawn.

The LeoVegas revolving credit facility contained a change-of-control provision which required repayment of the facility within 60 days following a change-of-

control event.

As the Company’s acquisition of LeoVegas triggered the change-of-control provision, the revolving credit facility was repaid in November 2022.

CityCenter senior credit facility.

In connection with the CityCenter acquisition, the Company assumed $ 1.7 billion of CityCenter's indebtedness, which was repaid and extinguished in September 2021 with cash on hand.

Senior notes.

In March 2022, the Company repaid its $ 1.0 billion 7.75 % notes due 2022 upon maturity.

In October 2020, the Company issued $ 750 million in aggregate principal amount of 4.75 % senior notes due 2028.

2 unchanged sentences

As a result, the Company incurred a $ 105 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

In December 2019, the Company used a portion of the net proceeds from the Bellagio transaction to redeem for cash all $ 267 million principal amount of its outstanding 5.250 % senior notes due 2020, all $ 361 million principal amount of its outstanding 6.750 % senior notes due 2020, and all $ 1.25 billion principal amount of its outstanding 6.625 % senior notes due 2021.

The Company incurred a $ 171 million loss on the early retirement of such notes recorded in “Other, net” in the consolidated statements of operations.

In April 2019, the Company issued $ 1.0 billion in aggregate principal amount of 5.50 % senior notes due 2027.

The Company primarily used the net proceeds from the offering to fund the purchase of $ 639 million in aggregate principal amount of its outstanding 6.75 % senior notes due 2020 and $ 233 million in aggregate principal amount of its outstanding 5.25 % senior notes due 2020 through cash tender offers.

In February 2019, the Company repaid its $ 850 million 8.625 % senior notes due 2019.

Operating Partnership senior notes.

In November 2020, the Operating Partnership issued $ 750 million in aggregate principal amount of 3.875 % senior notes due 2029.

In June 2020, the Operating Partnership issued $ 800 million in aggregate principal amount of 4.625 % senior notes due 2025.

In January 2019, the Operating Partnership issued $ 750 million in aggregate principal amount of 5.75 % senior notes due 2027.

Each series of the Operating Partnership's senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by all of the Operating Partnership’s subsidiaries that guarantee the Operating Partnership’s credit facilities, other than MGP Finance Co-Issuer, Inc., which is a co-issuer of the senior notes.

The Operating Partnership may redeem all or part of the senior notes at a redemption price equal to 100 % of the principal amount of the senior notes plus, to the extent the Operating Partnership is redeeming senior notes prior to the date that is three months prior to their maturity date, an applicable make whole premium, plus, in each case, accrued and unpaid interest.

The indentures governing the senior notes contain customary covenants and events of default.

These covenants are subject to a number of important exceptions and qualifications set forth in the applicable indentures governing the senior notes, including, with respect to the restricted payments covenants, the ability to make unlimited restricted payments to maintain the REIT status of MGP.

MGP OP senior notes.

In April 2022, 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 November 2020, MGP OP issued $ 750 million in aggregate principal amount of 3.875 % senior notes due 2029.

In June 2020, MGP OP issued $ 800 million in aggregate principal amount of 4.625 % senior notes due 2025.

MGM China senior notes.

1 unchanged sentence

In June 2020, MGM China issued $ 500 million in aggregate principal amount of 5.25 % senior notes due 2025.

In May 2019, MGM China issued $ 750 million in aggregate principal amount of 5.375 % senior notes due 2024 and $ 750 million in aggregate principal amount of 5.875 % senior notes due 2026.

The Company primarily used the net proceeds from the offering to pay down outstanding borrowings under the MGM China first revolving credit facility.

MGM China incurred a $ 16 million loss on the debt retirement recorded in “Other, net” in the consolidated statements of operations.

CityCenter senior credit facility.

In connection with the CityCenter acquisition, the Company assumed $ 1.7 billion of CityCenter's indebtedness, which was repaid and extinguished in September 2021 with cash on hand.

LeoVegas senior unsecured notes.

Upon the Company’s acquisition of LeoVegas, LeoVegas had senior unsecured notes of SEK 700 million in aggregate principal outstanding with an option to increase the issuance to SEK 800 million.

The senior unsecured notes contain change-of-control provisions which provided 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 following notice.

In connection with the change-of-control provisions, an aggregate of SEK 319 million of senior unsecured notes were repurchased in November and December 2022.

The notes mature in December 2023 with interest payable quarterly in arrears at an interest rate that resets quarterly based on Stockholm Interbank Offered Rate plus 550 basis points.

As of December 31, 2022, the interest rate in effect was 7.99 %.

Maturities of long-term debt.

The maturities of the principal amount of the Company’s long-term debt as of December 31, 2022 are as follows:

Years ending December 31,

Year ending December 31,

(In thousands)

7 unchanged sentences

The estimated fair value of the Company’s long-term debt was $ 8.4 billion and $ 13.4 billion at December 31, 2022 and 2021, respectively.

Fair value was estimated using quoted market prices for the Company’s senior notes and credit facilities.

NOTE 10 — INCOME TAXES

41 unchanged sentences

Noncontrolling interest ( 2.4 ) ( 3.2 ) 1.6

Foreign jurisdiction income/losses taxed at other than U.S.

Foreign income/losses taxed at other than U.S.

statutory rate 53.3 8.2 ( 12.5 )

2 unchanged sentences

Gain on consolidation of CityCenter, net — ( 10.1 ) —

General business credits ( 1.5 ) ( 0.3 ) 0.3

Permanent and other items 1.8 ( 1.6 ) ( 0.9 )

17 unchanged sentences

Valuation allowance ( 244,805 ) ( 148,811 )

81,177 60,897

Total deferred tax assets $ 5,985,710 $ 3,195,280

2 unchanged sentences

Investments in unconsolidated affiliates ( 585,275 ) ( 1,252,816 )

Investment in equity securities ( 2,236,093 ) —

ROU assets ( 5,612,241 ) ( 2,570,620 )

2 unchanged sentences

Deferred tax liabilities – foreign:

Intangibles ( 307,522 ) ( 309,256 )

ROU Assets ( 396 ) ( 1,200 )

Intangibles and other ( 29,696 ) ( 307,918 )

( 29,696 ) ( 307,918 )

1 unchanged sentence

Net deferred tax liability $ ( 2,969,443 ) $ ( 2,439,364 )

In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law.

The CARES Act contains certain income tax provisions that are beneficial to the Company;

namely, the relaxation of the interest expense deduction limitation for the 2019 and 2020 tax years and the allowance of a 5 -year carryback of net operating losses (“NOLs”) incurred during tax years 2018 through 2020.

The Company has recorded a federal income tax receivable of $ 226 million to reflect the carryback of its 2020 NOL.

Furthermore, since the NOL was carried back to tax years when the federal income tax rate was 35 %, compared to the 21 % rate currently in effect, the Company realized $ 90 million more income tax benefit than if it would have only been able to carry the NOL forward.

The Company has recorded a valuation allowance of $ 2.7 billion on its foreign tax credit (“FTC”) carryover of $ 3.1 billion as of December 31, 2021, resulting in an FTC net deferred tax asset of $ 332 million.

Deferred income tax valuation allowance consisted of the following:

Balance at Beginning of Period Increase Decrease Balance at End of Period

Deferred income tax valuation allowance:

(In thousands)

Year Ended December 31, 2022 $ 2,884,262 $ 2,313 $ — $ 2,886,575

Year Ended December 31, 2021 2,875,595 8,667 — 2,884,262

Year Ended December 31, 2020 2,574,056 301,539 — 2,875,595

The Company has recorded a valuation allowance of $ 2.6 billion on its foreign tax credit (“FTC”) carryover of $ 2.8 billion as of December 31, 2022, resulting in an FTC net deferred tax asset of approximately $ 130 million.

The FTCs are attributable to the Macau Special Gaming Tax, which is 35 % of gross gaming revenue in Macau.

Because MGM Grand Paradise is presently exempt from the Macau 12 % complementary tax on gaming profits, the Company believes that payment of the Macau Special Gaming Tax qualifies as a tax paid in lieu of an income tax that is creditable against U.S.

While the Company generally does not expect to generate new FTC carryovers after the year ended December 31, 2017, it will be able to utilize its existing FTC carryovers to the extent that it has active foreign source income during the 10 -year FTC carryforward period.

Such foreign source income includes the recapture, to the extent of 50% of U.S.

taxable income each year, of overall domestic losses that totaled $ 1.3 billion at December 31, 2021.

Because MGM Grand Paradise is presently exempt from the Macau 12 % complementary tax on gaming profits, the Company believes payment of the Macau Special Gaming Tax qualifies as a tax paid in lieu of an income tax that is creditable against U.S.

While the Company generally does not expect to generate new FTC carryovers after the year ended December 31, 2017, it will be able to utilize its existing FTC carryovers to the extent it has active foreign source income during the 10 -year FTC carryforward period.

Such foreign source income includes the recapture, to the extent of a portion of U.S.

taxable income each year, of overall domestic losses that totaled approximately $ 356 million at December 31, 2022.

The Company relies on future U.S.

operating income in assessing utilization of the overall domestic losses and, by extension, future FTC realization during the 10-year FTC carryover period.

source operating income in assessing utilization of the overall domestic losses and, by extension, future FTC realization during the 10 -year FTC carryover period.

The FTC carryovers will expire if not utilized as follows:

3 unchanged sentences

$ 134 million in 2026;

and $ 200 million in 2027.

2 unchanged sentences

As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to such assumptions could result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in the period including such change.

On March 30, 2020, MGM Grand Paradise was granted an extension of its exemption from the Macau 12 % complementary tax on gaming profits through June 26, 2022, concurrent with the end of the term of its current gaming subconcession.

Absent the exemption from complementary tax on gaming profits, “Net income attributable to MGM Resorts International” would have decreased by $ 10 million in 2021 and increased by $ 4 million in 2020 and diluted earnings per share would have decreased by $ 0.02 in 2021 and increased by $ 0.01 in 2020.

The Company continues to assume that MGM Grand Paradise will pay the Macau 12 % complementary tax on gaming profits for all periods beyond June 26, 2022 and has factored that assumption into the measurement of Macau deferred tax assets and liabilities.

On September 5, 2022, MGM Grand Paradise was granted an extension of its exemption from the Macau 12 % complementary tax on gaming profits through December 31, 2022, concurrent with the end of the term of its gaming subconcession.

Absent the exemption from complementary tax on gaming profits, “Net income attributable to MGM Resorts International” would have increased by $ 3 million in 2022 and decreased by $ 10 million in 2021 and diluted earnings per share would have increased by $ 0.01 in 2022 and decreased by $ 0.02 in 2021.

The Company continues to assume that MGM Grand Paradise will pay the Macau 12 % complementary tax on gaming profits for all periods beyond December 31, 2022 and has factored that assumption into the measurement of Macau deferred tax assets and liabilities.

Non-gaming operations remain subject to the Macau complementary tax.

At December 31, 2021, MGM Grand Paradise had a complementary tax NOL carryforward of $ 1.5 billion resulting from non-gaming operations that will expire if not utilized in years 2022 through 2024.

At December 31, 2022, foreign net operating loss carryforwards primarily consisted of a complementary tax NOL carryforward of $ 1.6 billion at MGM Grand Paradise resulting from non-gaming operations that will expire if not utilized in years 2023 through 2025.

MGM Grand Paradise’s exemption from the 12 % complementary tax on gaming profits does not apply to dividend distributions of such profits to MGM China.

On July 26, 2021, MGM Grand Paradise extended its agreement with the Macau government to settle the 12 % complementary tax that would otherwise be due by its shareholder, MGM China, on distributions of its gaming profits by paying a flat annual payment regardless of the amount of distributable dividends.

The extension covers distributions of gaming profits earned for the period April 1, 2020 through June 26, 2022.

The agreement requires payments of approximately $ 1 million for the period April 1, 2020 through December 31, 2020, $ 2 million for January 1, 2021 through December 31, 2021, and $ 1 million for the period January 1, 2022 through June 26, 2022.

The Company recorded $ 3 million of income tax expense during the year ended December 31, 2021 under the extension.

The Company has NOLs in certain of the states in which it operates that total $ 536 million as of December 31, 2021, which equates to deferred tax assets of $ 35 million after federal tax effect and before valuation allowance.

The majority of these NOL carryforwards will expire if not utilized by 2025 through 2040 with the remaining being carried forward indefinitely.

The Company has provided a valuation allowance of $ 6 million on certain of its state deferred tax assets, including a portion of NOLs described above.

In addition, there is a valuation allowance of $ 146 million on certain Macau deferred tax assets, and a valuation allowance of $ 3 million on Hong Kong NOLs because the Company believes these assets do not meet the “more likely than not” criteria for recognition.

Through the year ended December 31, 2022, in lieu of the 12 % complementary tax that would otherwise be due by its shareholder, MGM China, on distributions of its gaming profits, MGM Grand Paradise agreed to pay a flat annual payment of approximately $ 2 million regardless of the amount of distributable dividends.

There is a $ 245 million valuation allowance on certain foreign deferred tax assets, which primarily relates to Macau deferred tax assets at MGM Grand Paradise.

The valuation allowance on Macau deferred tax assets increased by $ 89 million during 2022 as a result of accelerating amortization for the remaining useful life of the MGM Grand Paradise gaming subconcession.

The Company has NOLs in some of the states in which it operates that total $ 373 million as of December 31, 2022, which equates to deferred tax assets of $ 23 million after federal tax effect and before valuation allowance.

The NOL carryforwards in most of the states will expire, if not utilized, between 2025 through 2041.

Otherwise, the NOL carryforward can be carried forward indefinitely.

The Company has provided a valuation allowance of $ 8 million on some of its state deferred tax assets for the NOLs described above.

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows:

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federal jurisdiction, various state and local jurisdictions, and foreign jurisdictions, although the income taxes paid in foreign jurisdictions are not material.

As of December 31, 2021, the IRS can generally no longer assess tax with respect to years ended prior to 2016.

During the twelve months ended December 31, 2021, the Company reached a settlement with the IRS Appeals Office on the examination of its 2014 U.S.

consolidated federal income tax return.

No cash tax payments were due as a result of the settlement.

As of December 31, 2021, other than adjustments resulting from the federal and state income tax audits discussed herein, the various state and local tax jurisdictions in which the Company files tax returns can no longer assess tax with respect to years ended prior to 2016.

However, such state and local tax jurisdictions may adjust NOLs generated in such years that are utilized in subsequent years.

During 2021, an examination of income tax returns filed in New Jersey for tax years 2015 through 2018 closed with no change and an examination of income tax returns filed in Massachusetts for tax years 2017 and 2018 closed with no material adjustments.

Additionally, the Company's income tax returns filed in New York City for the tax years 2017 through 2019 are currently under examination.

The Company does not anticipate any material adjustments upon resolution of this audit.

The Company received a final audit determination with respect to the examination of income tax returns filed in the state of Michigan for tax years 2014 through 2018.

The Company had an informal conference with the Michigan Department of Treasury Hearings Division to contest the findings of the audit.

The Hearings Division issued its decision and order and now the Company is determining its next course of action.

Any final adjustments upon resolution of this matter are not expected to be material.

The Company believes that it is reasonably possible that the total amounts of unrecognized tax benefits at December 31, 2021 may decrease by up to $ 13 million within the next twelve months on the expectation of resolution of a tax accounting method related to its customer loyalty program.

As of December 31, 2022, other than adjustments resulting from the federal and state income tax audits discussed herein, the federal, state, and local tax jurisdictions in which the Company files tax returns generally cannot assess tax with respect to years ended prior to 2016.

However, NOLs generated or utilized in earlier years may be subject to adjustment.

The Company's 2015 through 2019 U.S.

consolidated federal income tax returns are currently under examination by the IRS.

Such examination is expected to close during 2023, and the Company does not anticipate any material adjustments upon resolution of the examination.

The Company's income tax returns filed in New York City for the tax years 2017 through 2019 are currently under examination.

Additionally, in 2022, the Company filed a complaint with the Michigan Court of Claims appealing some of the adjustments from the Michigan examination of tax years 2014 through 2018.

The Company does not anticipate any material adjustments upon resolution of either matter.

During the twelve months ended December 31, 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 11 – LEASES

The Company leases the land underlying certain of its properties, real estate, and various equipment under operating and, to a lesser extent, finance lease arrangements.

The MGP master lease, which is further discussed in Note 18, eliminates in consolidation and, accordingly, is not included within the disclosures below.

The Company, through MGP, is a lessee of land underlying MGM National Harbor and a portion of the land underlying Borgata and Beau Rivage.

MGP is obligated to make lease payments through the non-cancelable term of the ground leases, which is through 2051 for Beau Rivage, through 2070 for Borgata, and through 2082 for MGM National Harbor.

Additionally, MGM Grand Paradise has MGM Macau and MGM Cotai land concession contracts, each with an initial 25 -year contract term ending in April 2031 and January 2038, respectively.

The land leases are classified as operating leases.

Real Estate Assets.

The Company leases the real estate assets of Bellagio, Mandalay Bay and MGM Grand Las Vegas, and Aria (including Vdara) pursuant to triple-net lease agreements, which are classified as operating leases.

Each of the leases obligates the Company to spend a specified percentage of net revenues at the properties on capital expenditures and that the Company 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 1 year of rent under the Mandalay Bay and MGM Grand lease and Aria lease and 2 years of rent under the Bellagio lease.

The Company was in compliance with its applicable covenants as of December 31, 2021.

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 and Vdara 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 December 31, 2022.

Bellagio lease .

The Company leases the real estate assets of Bellagio from Bellagio BREIT Venture.

The Bellagio lease 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 second 2 % fixed annual escalator.

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 fourth lease year that commenced on December 1, 2022 increased to $ 260 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 MGP BREIT Venture.

The Mandalay Bay and MGM Grand Las Vegas lease 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 CPI increase during the prior year, subject to a cap of 3 %.

Annual cash rent payments for the second lease year that commenced on March 1, 2021 increased to $ 298 million as a result of the first 2 % fixed annual escalator.

The Company leases the real estate assets of Aria (including Vdara) from funds managed by Blackstone.

The Aria lease 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 September 28, 2021 was $ 215 million.

Other information.

Components of lease costs and other information related to the Company’s leases was:

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

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 and Vdara lease .

The Company leases the real estate assets of Aria and Vdara from funds managed by Blackstone.

The Aria and Vdara 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 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.

In December 2022, in connection with the sale of the operations of The Mirage, the VICI lease was amended to remove The Mirage and to reflect a $ 90 million reduction in annual cash rent.

The modification resulted in a reassessment of the lease classification and remeasurement of the VICI lease, with the lease continuing to be accounted for as an operating lease and $ 1.3 billion of operating lease ROU and $ 1.3 billion lease liabilities allocable to The Mirage were derecognized (see Note 4).

In February 2023, in connection with the sale of the operations of Gold Strike Tunica, the VICI lease was amended to remove Gold Strike Tunica and to reflect a $ 40 million reduction in annual cash rent.

Refer to Note 4 for further discussion of the respective sales.

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.

Components of lease costs and other information related to the Company’s leases are:

Year Ended December 31,

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Total finance lease costs $ 85,272 $ 75,829 $ 49,156

(1) The Bellagio lease and the Mandalay Bay and MGM Grand Las Vegas lease are held with related parties, as further discussed in Note 18.

Operating lease cost includes $ 331 million for each of the years ended December 31, 2021 and 2020, and $ 42 million for the year ended December 31, 2019, related to the Bellagio lease.

Operating lease cost includes $ 395 million, $ 347 million, and $ 0 for the years ended December 31, 2021, 2020, and December 31, 2019, respectively, related to the Mandalay Bay and MGM Grand Las Vegas lease.

(1) The Bellagio lease is held with a related party, as further discussed in Note 18.

Operating lease cost includes $ 331 million for each of the years ended December 31, 2022, 2021, and 2020, related to the Bellagio lease.

(2) For the years ended December 31, 2021 and 2020, interest expense includes the effect of COVID-19 related rent concessions, which was recognized as negative variable rent expense.

Supplemental balance sheet information (In thousands)

(In thousands)

Operating leases

Operating lease right-of-use assets, net (1)

Operating lease ROU assets, net (1)

$ 24,530,929 $ 11,492,805

5 unchanged sentences

Finance leases

Finance lease right-of-use assets, net, classified within "Property and equipment, net"

Finance lease ROU assets, net, classified within “Property and equipment, net”

$ 150,571 $ 151,909

10 unchanged sentences

Finance leases 5 3

(1) As of December 31, 2021 and 2020, operating lease right-of-use assets, net included $ 3.6 billion and $ 3.7 billion related to the Bellagio lease, respectively and $ 4.0 billion related to the Mandalay Bay and MGM Grand Las Vegas lease for each of the respective periods.

(2) As of December 31, 2021 and 2020, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease for each of the respective periods, and $ 4.2 billion and $ 4.1 billion related to the Mandalay Bay and MGM Grand Las Vegas lease, respectively.

(1) As of December 31, 2022 and 2021, operating lease right-of-use assets, net included $ 3.5 billion and $ 3.6 billion related to the Bellagio lease, respectively.

(2) As of December 31, 2022 and 2021, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease for each of the respective periods.

Year Ended December 31,

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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.

MGM Grand Paradise concession contract.

Pursuant to the concession contract, MGM Grand Paradise is required to pay (i) a special gaming tax of 35% of gross gaming revenue, which is subject to a minimum annual payment that would be levied in the form of a special premium in the event the minimum amount is not achieved, (ii) a fixed annual premium, (iii) a variable premium based on the number of gaming tables and machines, and (iv) special levies of up to 5% of gross gaming revenue.

In addition, MGM Grand Paradise is required to make annual payments in connection with the temporary use of the reverted gaming assets based upon square meters of the reverted casino areas.

Based upon the approved number of gaming tables and slot machines, estimates of the Macau average price index, and square meters of the reverted casino areas, each as of January 1, 2023, the minimum future payments for the above obligations are approximately MOP 22.8 billion ($ 2.8 billion as of December 31, 2022).

The gaming concession also obligates MGM Grand Paradise to invest in various gaming and non-gaming projects and the development of international tourist markets over the ten-year term of the concession in an amount of approximately MOP 16.7 billion ($ 2.1 billion as of December 31, 2022) of which MOP 15 billion ($ 1.9 billion as of December 31, 2022) is designated for non-gaming projects, for which the non-gaming commitment is subject to increases of up to 20 % in the following years if the market-wide Macau annual gross gaming revenue achieves or exceeds MOP 180 billion ($ 22.4 billion as of December 31, 2022).

The increased commitment is subject to a 4 % reduction per year if the triggering event occurs on or after the sixth year of the term of the concession contract.

The projects related to the investment are subject to annual review and Macau government approval and, therefore, the timing and magnitude of the projects comprising the investment are subject to change.

The gaming law also requires concessionaires to maintain share capital of at least MOP 5 billion (approximately $ 622 million as of December 31, 2022), which further required a cash deposit of such amount until commencement of activity under the concession on January 1, 2023 at which point the deposit was available for use in operations, provided that the net asset value of the concessionaire is not at any time less than such amount.

Other guarantees.

2 unchanged sentences

At December 31, 2022, $ 31 million in letters of credit were outstanding under the Company’s senior credit facility.

The Operating Partnership’s senior credit facility limits the amount of letters of credit that can be issued to $ 75 million .

No letters of credit were outstanding under the Operating Partnership’s senior credit facility at December 31, 2021.

The amount of available borrowings under each of the credit facilities is reduced by any outstanding letters of credit.

MGM China bank guarantee.

In connection with the extension of the expiration of the gaming subconcession to June 2022, MGM Grand Paradise provided a bank guarantee to the government of Macau in May 2019 to warrant the fulfillment of an existing commitment of labor liabilities upon expiration of the gaming subconcession in June 2022.

The amount of the bank guarantee was approximately $ 102 million as of December 31, 2021 when giving effect to foreign currency exchange rate fluctuations.

The amount of available borrowings under the credit facility is reduced by any outstanding letters of credit.

MGM China bank guarantees.

In May 2019, MGM Grand Paradise provided a bank guarantee to the government of Macau in the amount of MOP 820 million, which was increased in September 2022 to MOP 880 million (approximately $ 110 million as of December 31, 2022) to warrant the fulfillment of an existing commitment of labor liabilities upon

expiration of the gaming subconcession.

In connection with the expiration of the gaming subconcession and issuance of the gaming concession in January 2023, the bank guarantees were cancelled and bank guarantees, secured by pledged cash, were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 124 million as of December 31, 2022) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession.

The guarantees expire 180 days after the end of the concession term.

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.

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.

MGP 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 MGP 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 MGP BREIT Venture, and the debt obligation.

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 .

MGP BREIT Venture bad acts guarantee.

The Operating Partnership provides a guarantee for the losses incurred by the lenders of the indebtedness of MGP BREIT Venture arising out of certain bad acts by the Operating Partnership, its venture partner, or the venture, such as fraud or willful misconduct, based on the party’s percentage ownership of MGP BREIT Venture.

This guarantee is capped at 10 % of the principal amount outstanding at the time of the loss.

The Operating Partnership and its venture partner have separately indemnified each other for the other party’s share of the overall liability exposure, if at fault.

The guarantee is accounted for under ASC 460 at fair value;

such value is immaterial.

NOTE 13 — STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss attributable to MGM Resorts International are as follows:

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) attributable to MGM Resorts International are as follows:

Currency Translation Adjustments Cash Flow Hedges Other Total

3 unchanged sentences

Amounts reclassified from accumulated other comprehensive loss to interest expense — 17,922 — 17,922

Amounts reclassified from accumulated other comprehensive loss related to de-designation of interest rate swaps to "Other, net" — 4,877 — 4,877

Amounts reclassified from accumulated other comprehensive loss to “Other, net” — ( 2,547 ) — ( 2,547 )

Other comprehensive income (loss), net of tax 27,762 ( 79,365 ) — ( 51,603 )

Other changes in accumulated other comprehensive loss:

Empire City MGP transaction — — 195 195

MGP Class A share issuances — — 646 646

Park MGM Transaction — — 16 16

Northfield transaction — — ( 2 ) ( 2 )

MGM Grand Las Vegas and Mandalay Bay transaction — — ( 59 ) ( 59 )

Redemption of MGP OP units — — 8,773 8,773

Other — — ( 1,018 ) ( 1,018 )

5 unchanged sentences

Amounts reclassified from accumulated other comprehensive loss to interest expense — 22,200 — 22,200

Amounts reclassified from accumulated other comprehensive loss to "Other, net" — ( 2,547 ) — ( 2,547 )

Other comprehensive income (loss), net of tax ( 24,655 ) 34,788 — 10,133

1 unchanged sentence

MGP Class A share issuances — — 3,240 3,240

MGP BREIT Venture Transaction — — ( 59 ) ( 59 )

Redemption of Operating Partnership units — — 8,773 8,773

Redemption of MGP OP units — — 5,327 5,327

Other — — ( 2,358 ) ( 2,358 )

3 unchanged sentences

( 907 ) ( 41,634 ) 17,925 ( 24,616 )

Other comprehensive income (loss) before reclassifications ( 24,655 ) 12,588 — ( 12,067 )

Other comprehensive income before reclassifications 27,336 30,692 — 58,028

Amounts reclassified from accumulated other comprehensive loss to interest expense — 7,000 — 7,000

Other comprehensive income (loss), net of tax ( 24,655 ) 34,788 — 10,133

Other changes in accumulated other comprehensive loss

MGP Class A share issuances — — 3,240 3,240

Redemption of Operating Partnership units — — 5,327 5,327

Other comprehensive income, net of tax 27,336 37,692 — 65,028

Other changes in accumulated other comprehensive income:

Deconsolidation of MGP — 28,151 ( 17,067 ) 11,084

Other 1,074 — ( 1,794 ) ( 720 )

Changes in accumulated other comprehensive loss ( 24,655 ) 34,788 6,209 16,342

Changes in accumulated other comprehensive income 28,410 65,843 ( 18,861 ) 75,392

Other comprehensive (income) loss attributable to noncontrolling interest 6,932 ( 24,209 ) — ( 17,277 )

1 unchanged sentence

$ 34,435 $ — $ ( 936 ) $ 33,499

At December 31, 2021, t he estimated amount currently recorded in accumulated other comprehensive loss that will be recognized in earnings over the next 12 months is not material.

Noncontrolling interest

5 unchanged sentences

Transfers from/(to) noncontrolling interest:

Empire City MGP transaction — — ( 18,718 )

MGP Class A share issuances — 103,174 64,834

Park MGM Transaction — — ( 1,968 )

Northfield transaction — — 21,679

MGP BREIT Venture Transaction — ( 6,562 ) —

Redemption of Operating Partnership units 176,659 92,632 —

MGM Grand Las Vegas and Mandalay Bay transaction — — ( 6,562 )

Redemption of MGP OP units — 176,659 92,632

Deconsolidation of MGP 11,084 — —

Other ( 120 ) ( 5,062 ) ( 1,759 )

2 unchanged sentences

Noncontrolling interest ownership transactions

E mpire City MGP transaction.

As further discussed in Note 18, on January 29, 2019, MGP acquired the developed real property associated with Empire City from the Company for consideration that included the issuance of approximately 13 million Operating Partnership units to a subsidiary of the Company.

The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income.

Subsequent to the Empire City MGP transaction, the Company indirectly owned 74.6 % of the partnership units in the Operating Partnership.

MGP Class A share issuance – January 2019.

On January 31, 2019, MGP completed an offering of approximately 20 million of its Class A shares.

In connection with the offering, the Operating Partnership issued an equal amount of Operating Partnership units to MGP.

The Company adjusted the carrying value of the noncontrolling interests as a result of MGP’s Class A share issuance to adjust for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income.

Subsequent to the issuance, the Company indirectly owned 69.7 % of the partnership units in the Operating Partnership.

Park MGM Transaction.

As further discussed in Note 18, on March 7, 2019, the Company entered into an amendment to the MGP master lease with respect to improvements made by the Company related to the rebranding of the Park MGM and NoMad Las Vegas property (the “Park MGM Transaction”) for which consideration included the issuance of approximately 1 million Operating Partnership units to a subsidiary of the Company.

Subsequent to the issuance, the Company indirectly owned 69.8 % of the partnership units in the Operating Partnership.

Northfield transaction .

As further discussed in Note 18, in April 2019, the Company acquired the membership interests of Northfield from MGP for consideration of approximately 9 million Operating Partnership units that were ultimately redeemed by the Operating Partnership and MGP retained the real estate assets.

Subsequent to the transaction, the Company indirectly owned 68.8 % of the partnership units in the Operating Partnership.

MGP Class A share issuances – At-the-Market (“ATM”) program.

During the year ended December 31, 2019, MGP issued approximately 5 million Class A shares under its ATM program.

In connection with the issuances, the Operating Partnership issued an equal amount of Operating Partnership units to MGP during the year ended December 31, 2019.

Subsequent to the collective issuances, the Company indirectly owned 67.6 % of the partnership units in the Operating Partnership .

MGP Class A share issuance – November 2019.

On November 22, 2019, MGP completed an offering of 30 million of its Class A shares.

The offering consisted of 18 million shares sold directly to the underwriters at closing and 12 million shares sold to forward purchasers under forward sale agreements.

In connection with the offering, the Operating Partnership issued 18 million Operating Partnership units to MGP.

Subsequent to the issuance, the Company indirectly owned 63.7 % of the partnership units in the Operating Partnership.

MGP Class A share issuance – Forward settlements.

On February 11, 2020 through February 13, 2020, MGP settled approximately 13 million Class A shares issued under forward sales agreements from MGP's November 2019 offering and under MGP's ATM program.

In connection with the settlements, the Operating Partnership issued an equal amount of Operating Partnership units to MGP.

Subsequent to the settlements, the Company indirectly owned 61.2 % of the partnership units in the Operating Partnership.

On February 11, 2020 through February 13, 2020, MGP settled approximately 13 million Class A shares issued under forward sales agreements from MGP’s November 2019 offering and under MGP’s At-the-Market (“ATM”) program.

In connection with the settlements, MGP OP issued an equal amount of MGP OP units to MGP.

The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income.

Subsequent to the settlements, the Company indirectly owned 61.2 % of the partnership units in the MGP OP.

MGP Class A share issuance – BREIT.

On February 14, 2020, in connection with MGP’s registered sale of approximately 5 million Class A shares to BREIT, the Operating Partnership issued an equal amount of Operating Partnership units to MGP.

Subsequent to the issuance, the Company indirectly owned 60.3 % of the partnership units in the Operating Partnership.

MGP Class A share issuance – MGP BREIT Venture Transaction.

In February 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership issued approximately 3 million Operating Partnership units to the Company as discussed in Note 1.

Subsequent to the issuance, the Company indirectly owned 60.6 % of the partnership units in the Operating Partnership.

Redemption of Operating Partnership units.

On May 18, 2020, the Operating Partnership redeemed approximately 30 million Operating Partnership units from the Company for $ 700 million pursuant to the waiver agreement discussed in Note 1.

The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income.

Subsequent to the redemption, the Company indirectly owned 56.7 % of the partnership units in the Operating Partnership.

Further, on December 2, 2020, the Operating Partnership redeemed approximately 24 million Operating Partnership units from the Company for $ 700 million pursuant to the waiver agreement discussed in Note 1.

Subsequent to the redemption and as of December 31, 2020, the Company indirectly owned 53.0 % of the partnership units in the Operating Partnership.

On February 14, 2020, in connection with MGP’s registered sale of approximately 5 million Class A shares to BREIT, MGP OP issued an equal amount of MGP OP units to MGP.

The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income.

Subsequent to the issuance, the Company indirectly owned 60.3 % of the partnership units in MGP OP.

MGP Class A share issuance – MGM Grand Las Vegas and Mandalay Bay transaction.

In February 2020, in connection with the MGM Grand Las Vegas and Mandalay Bay transaction, MGP OP issued approximately 3 million MGP OP units to the Company as discussed in Note 1.

Subsequent to the issuance, the Company indirectly owned 60.6 % of the partnership units in MGP OP.

Redemption of MGP OP units.

O n January 14, 2020, the Company, MGP OP, and MGP entered into an agreement for MGP OP to waive its right following the closing of the MGM Grand Las Vegas and Mandalay Bay transaction to issue MGP Class A shares, in lieu of cash, to the Company in connection with the Company exercising its right to require MGP OP to redeem MGP OP units that the Company holds, at a price per unit equal to a 3 % discount to the ten day average closing price prior to the date of the notice of redemption.

On May 18, 2020, MGP OP redeemed approximately 30 million MGP OP units from the Company for $ 700 million pursuant to the waiver agreement.

The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income.

Subsequent to the redemption, the Company indirectly owned 56.7 % of the partnership units in MGP OP.

Further, on December 2, 2020, MGP OP redeemed approximately 24 million MGP OP units from the Company for $ 700 million pursuant to the waiver agreement.

As a result, the waiver terminated in accordance with its terms.

The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling

interests’ ownership percentage of MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income.

Subsequent to the redemption and as of December 31, 2020, the Company indirectly owned 53.0 % of the partnership units in MGP OP.

MGP Class A share issuance – March 2021.

On March 15, 2021, MGP completed an offering of 22 million of its Class A shares, the proceeds of which were used to partially satisfy MGP’s obligations pursuant to the notice of redemption delivered by certain MGM subsidiaries, discussed below.

Subsequent to MGP’s Class A share issuance and the redemption of Operating Partnership units, discussed below, the Company indirectly owned 42.1 % of the partnership units in the Operating Partnership.

Redemption of Operating Partnership units – March 2021.

In March 2021, subsidiaries of the Company delivered a notice of redemption to MGP covering approximately 37 million Operating Partnership units that they held in accordance with the terms of the Operating Partnership’s partnership agreement.

Upon receipt of the notice of redemption, MGP formed a conflicts committee to determine the mix of consideration that it would provide for the Operating

Partnership units.

The conflicts committee determined that MGP would redeem approximately 15 million Operating Partnership units for cash (with such Operating Partnership units retired upon redemption) and would satisfy its remaining obligation under that notice covering the remaining 22 million Operating Partnership units using the proceeds, net of the underwriters’ discount, of MGP’s Class A offering, for aggregate cash proceeds received by the Company of approximately $ 1.2 billion.

Subsequent to the collective transactions, the Company indirectly owned 42.1 % of the partnership units in the Operating Partnership.

Subsequent to MGP’s Class A share issuance and the redemption of MGP OP units, discussed below, the Company indirectly owned 42.1 % of the partnership units in MGP OP.

Redemption of MGP OP units – March 2021.

In March 2021, subsidiaries of the Company delivered a notice of redemption to MGP covering approximately 37 million MGP OP units that they held in accordance with the terms of MGP OP’s partnership agreement.

Upon receipt of the notice of redemption, MGP formed a conflicts committee to determine the mix of consideration that it would provide for the MGP OP units.

The conflicts committee determined that MGP would redeem approximately 15 million MGP OP units for cash (with such MGP OP units retired upon redemption) and would satisfy its remaining obligation under that notice covering the remaining 22 million MGP OP units using the proceeds, net of the underwriters’ discount, of MGP’s Class A offering, for aggregate cash proceeds received by the Company of approximately $ 1.2 billion.

Subsequent to the collective transactions, the Company indirectly owned 42.1 % of the partnership units in MGP OP.

MGP Class A share issuances – ATM program.

During the year ended December 31, 2021, MGP issued approximately 3 million Class A shares under its ATM program, which completed its ATM program.

In connection with the issuances, the Operating Partnership issued an equal amount of Operating Partnership units to MGP.

Subsequent to the collective issuances, the Company indirectly owned 41.6 % of the partnership units in the Operating Partnership.

In connection with the issuances, MGP OP issued an equal amount of MGP OP units to MGP.

Subsequent to the collective issuances, the Company indirectly owned 41.6 % of the partnership units in MGP OP.

Deconsolidation of MGP.

On April 29, 2022, the Company completed the VICI Transaction, whereby VICI acquired MGP.

In connection with the transaction, the Company no longer holds a controlling interest in MGP and deconsolidated MGP, including the accumulated other comprehensive loss related to MGP.

Other equity activity

MGM Resorts International dividends.

On February 9, 2022 the Company’s Board of Directors approved a quarterly dividend of $ 0.0025 per share that will be payable on March 15, 2022 to holders of record on March 10, 2022.

MGM Resorts International stock repurchase program.

In February 2020, upon substantial completion of the May 2018 $ 2.0 billion stock repurchase program, the Company’s Board of Directors authorized a $ 3.0 billion stock repurchase program.

Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements.

MGM Resorts International stock repurchases.

In February 2020, upon substantial completion of the May 2018 $ 2.0 billion stock repurchase plan, the Company announced that the Board of Directors authorized a $ 3.0 billion stock repurchase plan.

In March 2022, the Company announced that the Board of Directors authorized a $ 2.0 billion stock repurchase plan, and, in February 2023, the Company announced that the Board of Directors authorized a $ 2.0 billion stock repurchase plan.

Under these 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 year ended December 31, 2019, the Company repurchased approximately 36 million shares of its common stock at an average purchase price of $ 28.77 per share for an aggregate amount of $ 1.0 billion.