What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-01 compared with 2022-11-02 · 228 added, 482 removed, 531 unchanged (57% of the section changed)

3 unchanged sentences

(In thousands, except share data)

September 30,

2023 December 31,

1 unchanged sentence

Cash and cash equivalents $ 4,505,318 $ 5,911,893

Restricted cash — 500,000

Accounts receivable, net 752,965 852,149

14 unchanged sentences

Current liabilities

Accounts payable $ 403,756 $ 263,097

Construction payable 20,556 23,099

Accounts and construction payable $ 347,344 $ 369,817

Income tax payable 65,992 —

Current portion of long-term debt 36,492 1,286,473

14 unchanged sentences

Retained earnings 4,799,178 4,794,239

Accumulated other comprehensive loss ( 33,830 ) ( 24,616 )

Accumulated other comprehensive income 36,808 33,499

Total MGM Resorts International stockholders’ equity 4,839,658 4,831,529

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Casino $ 1,882,428 $ 1,420,910

13 unchanged sentences

Property transactions, net ( 396,076 ) 54,738

Gain on REIT transactions, net — — ( 2,277,747 ) —

Gain on consolidation of CityCenter, net — ( 1,562,329 ) — ( 1,562,329 )

Depreciation and amortization 203,501 288,638

3,067,458 2,701,683

Income (loss) from unconsolidated affiliates ( 17,467 ) 35,111 ( 119,888 ) 92,870

Operating income (loss) ( 1,045,971 ) 1,892,782 1,441,268 1,909,852

Loss from unconsolidated affiliates ( 74,999 ) ( 46,838 )

Operating income 730,839 105,788

Non-operating income (expense)

6 unchanged sentences

Net income (loss) 479,883 ( 34,793 )

Net loss attributable to noncontrolling interests 484,257 12,497 662,346 31,055

Net (income) loss attributable to noncontrolling interests ( 13,076 ) 16,777

Net income (loss) attributable to MGM Resorts International $ 466,807 $ ( 18,016 )

7 unchanged sentences

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

Net income (loss) $ 479,883 $ ( 34,793 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment ( 17,563 ) ( 11,956 ) ( 45,357 ) ( 19,167 )

Unrealized gain on cash flow hedges — 7,241 37,692 24,629

Other comprehensive income (loss) ( 17,563 ) ( 4,715 ) ( 7,665 ) 5,462

Other comprehensive income, net of tax:

Foreign currency translation ( 49 ) ( 17,966 )

Cash flow hedges — 36,031

Other comprehensive income 822 18,065

Comprehensive income (loss) 480,705 ( 16,728 )

Comprehensive loss attributable to noncontrolling interests 484,932 13,111 649,713 24,903

Comprehensive (income) loss attributable to noncontrolling interests ( 10,589 ) 1,321

Comprehensive income (loss) attributable to MGM Resorts International $ 470,116 $ ( 15,407 )

3 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

Net income $ 526,745 $ 1,092,302

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ 479,883 $ ( 34,793 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 203,501 288,638

Amortization of debt discounts, premiums and issuance costs 7,130 10,285

Loss on early retirement of debt — 37

Provision for credit losses 16,133 253

1 unchanged sentence

Property transactions, net ( 396,076 ) 54,738

Gain on REIT transactions, net ( 2,277,747 ) —

Gain on consolidation of CityCenter, net — ( 1,562,329 )

Noncash lease expense 132,223 60,118

Other investment losses (gains) 27,562 ( 38,572 )

Loss (income) from unconsolidated affiliates 142,136 ( 25,397 )

Other investment gains ( 6,152 ) ( 14,983 )

Loss from unconsolidated affiliates 76,183 61,971

Distributions from unconsolidated affiliates 1,315 25,444

12 unchanged sentences

Investments in unconsolidated affiliates ( 35,730 ) ( 129,177 )

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

Acquisitions, net of cash acquired ( 1,889,548 ) ( 1,789,604 )

Proceeds from sale of operating resorts 452,824 —

Proceeds from repayment of principal on note receivable 152,518 —

Distributions from unconsolidated affiliates 549 475

Investments and other ( 223,348 ) ( 10,015 )

Net cash provided by investing activities 1,582,636 1,677,021

Net cash provided by (used in) investing activities 212,178 ( 237,383 )

Cash flows from financing activities

Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less 937,050 ( 2,242,487 )

Issuance of long-term debt — 749,775

Retirement of senior notes ( 1,000,000 ) —

Net repayments under bank credit facilities - maturities of 90 days or less ( 586,456 ) ( 18,134 )

Repayment of long-term debt ( 1,250,000 ) ( 1,000,000 )

Debt issuance costs — ( 1,367 )

Issuance of MGM Growth Properties Class A shares, net — 792,851

Dividends paid to common shareholders — ( 1,090 )

11 unchanged sentences

Interest paid, net of amounts capitalized $ 92,239 $ 183,513

Federal, state and foreign income taxes paid 12,888 34,836

Federal, state and foreign income taxes paid (refunds received), net 372 ( 67,294 )

Non-cash investing and financing activities

MGM Grand Paradise gaming concession intangible asset $ 226,083 $ —

MGM Grand Paradise gaming concession payment obligation 226,083 —

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

2 unchanged sentences

(In thousands)

Shares Par Value Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Balances, July 1, 2022 398,418 $ 3,984 $ — $ 5,746,532 $ ( 16,942 ) $ 5,733,574 $ 1,464,109 $ 7,197,683

Net loss — — — ( 576,830 ) — ( 576,830 ) ( 486,445 ) ( 1,063,275 )

Currency translation adjustment — — — — ( 16,888 ) ( 16,888 ) ( 675 ) ( 17,563 )

Stock-based compensation — — 6,751 — — 6,751 664 7,415

Issuance of common stock pursuant to stock-based compensation awards 346 4 ( 5,005 ) — — ( 5,001 ) — ( 5,001 )

Cash distributions to noncontrolling interest owners — — — — — — ( 1,985 ) ( 1,985 )

Dividends declared and paid to common shareholders ($ 0.0025 per share)

— — — ( 980 ) — ( 980 ) — ( 980 )

Repurchases of common stock ( 10,003 ) ( 100 ) ( 9,764 ) ( 297,090 ) — ( 306,954 ) — ( 306,954 )

Adjustment of redeemable noncontrolling interest to redemption value — — 8,043 — — 8,043 — 8,043

Other — — ( 25 ) — — ( 25 ) 7,325 7,300

Balances, September 30, 2022 388,761 $ 3,888 $ — $ 4,871,632 $ ( 33,830 ) $ 4,841,690 $ 982,993 $ 5,824,683

Shares Par Value Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Income Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Balances, January 1, 2023 379,088 $ 3,791 $ — $ 4,794,239 $ 33,499 $ 4,831,529 $ 378,594 $ 5,210,123

Net income (loss) — — — 1,189,091 — 1,189,091 ( 669,087 ) 520,004

Net income — — — 466,807 — 466,807 12,909 479,716

Currency translation adjustment — — — — 2,438 2,438 ( 2,487 ) ( 49 )

Cash flow hedges — — — — 13,483 13,483 24,209 37,692

Stock-based compensation — — 23,228 — — 23,228 663 23,891

1 unchanged sentence

Cash distributions to noncontrolling interest owners — — — — — — ( 6,641 ) ( 6,641 )

Dividends declared and paid to common shareholders ($ 0.0075 per share)

— — — ( 3,091 ) — ( 3,091 ) — ( 3,091 )

Issuance of restricted stock units — — 1,701 — — 1,701 — 1,701

1 unchanged sentence

Adjustment of redeemable noncontrolling interest to redemption value — — 1,297 — — 1,297 — 1,297

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

Other — — ( 3 ) — 871 868 ( 593 ) 275

Balances, September 30, 2022 388,761 $ 3,888 $ — $ 4,871,632 $ ( 33,830 ) $ 4,841,690 $ 982,993 $ 5,824,683

Balances, March 31, 2023 367,241 $ 3,672 $ — $ 4,799,178 $ 36,808 $ 4,839,658 $ 382,445 $ 5,222,103

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

3 unchanged sentences

Balances, July 1, 2021 486,530 $ 4,865 $ 3,335,015 $ 2,861,474 $ ( 21,173 ) $ 6,180,181 $ 4,923,941 $ 11,104,122

Net income (loss) — — — 1,350,433 — 1,350,433 ( 15,157 ) 1,335,276

Currency translation adjustment — — — — ( 6,686 ) ( 6,686 ) ( 5,270 ) ( 11,956 )

Cash flow hedges — — — — 2,585 2,585 4,656 7,241

Stock-based compensation — — 10,084 — — 10,084 1,197 11,281

Issuance of common stock pursuant to stock-based compensation awards 408 4 ( 6,228 ) — — ( 6,224 ) — ( 6,224 )

Cash distributions to noncontrolling interest owners — — — — — — ( 3,266 ) ( 3,266 )

Dividends declared and paid to common shareholders ($ 0.0025 per share)

— — — ( 1,181 ) — ( 1,181 ) — ( 1,181 )

MGP dividend payable to Class A shareholders — — — — — — ( 81,459 ) ( 81,459 )

Repurchases of common stock ( 17,210 ) ( 172 ) ( 686,361 ) — — ( 686,533 ) — ( 686,533 )

Adjustment of redeemable noncontrolling interest to redemption value — — ( 7,580 ) — — ( 7,580 ) — ( 7,580 )

MGP Class A share issuances — — 40 — 1 41 230 271

Other — — ( 5,166 ) — — ( 5,166 ) 6,151 985

Balances, September 30, 2021 469,728 $ 4,697 $ 2,639,804 $ 4,210,726 $ ( 25,273 ) $ 6,829,954 $ 4,831,023 $ 11,660,977

Balances, January 1, 2022 453,804 $ 4,538 $ 1,750,135 $ 4,340,588 $ ( 24,616 ) $ 6,070,645 $ 4,906,121 $ 10,976,766

Net income (loss) — — — 1,123,357 — 1,123,357 ( 38,364 ) 1,084,993

Net loss — — — ( 18,016 ) — ( 18,016 ) ( 19,046 ) ( 37,062 )

Currency translation adjustment — — — — ( 10,184 ) ( 10,184 ) ( 7,782 ) ( 17,966 )

6 unchanged sentences

MGP dividend payable to Class A shareholders — — — — — — ( 83,080 ) ( 83,080 )

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

Repurchases of common stock ( 23,346 ) ( 233 ) ( 1,001,739 ) — — ( 1,001,972 ) — ( 1,001,972 )

Adjustment of redeemable noncontrolling interest to redemption value — — ( 8,986 ) — — ( 8,986 ) — ( 8,986 )

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

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

Other — — 139 — — 139 ( 555 ) ( 416 )

Balances, September 30, 2021 469,728 $ 4,697 $ 2,639,804 $ 4,210,726 $ ( 25,273 ) $ 6,829,954 $ 4,831,023 $ 11,660,977

Balances, March 31, 2022 430,562 $ 4,306 $ 761,559 $ 4,321,482 $ ( 22,007 ) $ 5,065,340 $ 4,814,284 $ 9,879,624

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

3 unchanged sentences

Organization.

MGM Resorts International (together with its consolidated subsidiaries, unless otherwise indicated or unless the context requires otherwise, the “Company”) is a Delaware corporation that acts largely as a holding company and, through subsidiaries, operates casino resorts and provides online gaming .

As of September 30, 2022, the Company operates domestic casino resorts, which include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

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

The Company also operates MGM Grand Detroit in Detroit, Michigan, MGM National Harbor in Prince George’s County, Maryland, MGM Springfield in Springfield, Massachusetts, Borgata in Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in Northfield Park, Ohio, and the following resorts in Mississippi:

Beau Rivage in Biloxi and Gold Strike Tunica in Tunica.

Additionally, the Company operates The Park, a dining and entertainment district located between New York-New York and Park MGM, and the Company owns and operates Shadow Creek, an exclusive world-class golf course located approximately ten miles north of the Las Vegas Strip, and Fallen Oak golf course in Saucier, Mississippi.

The Company leases the real estate assets of its domestic resorts pursuant to triple-net lease agreements, as further discussed in Note 9.

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.

As of March 31, 2023, 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), Mandalay Bay, Luxor, New York-New York, Park MGM, and Excalibur.

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 properties pursuant to triple-net lease agreements, as further discussed in Note 8.

The Company has an approximate 56 % controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A.

(“MGM Grand Paradise”).

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

The Company also has an approximate 98 % controlling interest in LeoVegas AB (“LeoVegas”), a consolidated subsidiary that has global online gaming operations headquartered in Sweden and Malta.

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 owns LeoVegas AB (“LeoVegas”), a consolidated subsidiary that has global online gaming operations headquartered in Sweden and Malta.

Additionally, the Company and its venture partner, Entain plc, each have a 50 % ownership interest in BetMGM, LLC (“BetMGM”), an unconsolidated affiliate, which provides online sports betting and gaming in certain jurisdictions in North America.

MGP and the VICI Transaction.

Prior to the closing of the VICI Transaction (defined below), MGM Growth Properties LLC (“MGP”) was a consolidated subsidiary of the Company.

Substantially all of its assets were owned by and substantially all of its operations were conducted through MGM Growth Properties Operating Partnership LP ("MGP OP”).

MGP had two classes of common shares:

Class A shares and a single Class B share.

The Company owned MGP’s Class B share, through which it held a controlling interest in MGP as it was entitled to an amount of votes representing a majority of the total voting power of MGP’s shares.

The Company and MGP each held MGP OP units representing limited partner interests in MGP OP.

Immediately prior to the VICI Transaction, the Company owned 41.5 % of MGP OP units, and MGP held the remaining 58.5 % ownership interest in MGP OP.

Additionally, the Company had leased the real estate assets of certain of its domestic properties from MGP OP, as further discussed in Note 14, and the real estate assets of Mandalay Bay and MGM Grand Las Vegas from a venture that was 50.1 % owned by a subsidiary of MGP OP and 49.9 % by a subsidiary of Blackstone Real Estate Investment Trust, Inc.

(“BREIT”, such venture, the “VICI BREIT Venture”).

On April 29, 2022, the Company completed a series of transactions with VICI Properties, Inc.

(“VICI”) and MGP whereby VICI acquired MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”), with the Company retaining an approximate 1 % ownership interest in VICI Properties OP LLC (“VICI OP”).

MGP’s Class B share that was held by the Company was cancelled.

Accordingly, the Company no longer holds a controlling interest in MGP and deconsolidated MGP upon the closing of the transactions.

Refer to Note 3 for further discussion of the transactions.

In connection with the VICI Transaction, the Company entered into an amended and restated master lease with VICI.

Refer to Note 9 for further discussion of the lease.

The Cosmopolitan acquisition.

On May 17, 2022, the Company acquired the operations of The Cosmopolitan.

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

Refer to Note 3 for additional information on this acquisition and Note 9 for further discussion of the lease.

LeoVegas acquisition.

On September 7, 2022, the Company acquired LeoVegas.

Refer to Note 3 for additional information on this acquisition.

The Mirage transaction.

On December 13, 2021, the Company entered into an agreement to sell the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc.

( “ Hard Rock”).

Refer to Note 3 for additional information on this disposition.

In April 2023, the Japanese government officially certified the Area Development Plan previously submitted by the city/prefecture of Osaka and the Company’s 50 % owned unconsolidated venture.

Gold Strike Tunica transaction.

On June 9, 2022, the Company entered into an agreement to sell the operations of Gold Strike Tunica to Cherokee Nation Entertainment Gaming Holdings, LLC (“CNE”), a subsidiary of Cherokee Nation Business.

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 3 for additional information on this disposition.

MGM Grand Paradise existing gaming subconcession and new gaming law.

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

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

("SJMSA," formerly Sociedade de Jogos de Macau, S.A.), a gaming subconcession was acquired by MGM Grand Paradise for the right to operate casino games of chance and other casino games for a period commencing on April 20, 2005 through March 31, 2020.

Pursuant to the then-existing Macau gaming law, upon reaching the maximum duration foreseen in the law (up to a maximum term of 20 years), the term of the concessions may be extended one or more times by order of the Chief Executive, which period may not exceed, in total, 5 years.

In 2019, MGM Grand Paradise’s subconcession term was extended from March 31, 2020 to June 26, 2022, consistent with the expiration of the other concessionaires and subconcessionaires.

On June 23, 2022, MGM Grand Paradise entered into an addendum to its subconcession pursuant to which its gaming subconcession was extended to December 31, 2022 (refer to Note 6 for additional considerations relating to the gaming subconcession).

In connection with the extension, MGM Grand Paradise paid the Macau government MOP 47 million (approximately $ 6 million) and provided a bank guarantee to secure the fulfillment of MGM Grand Paradise’s existing commitment of labor liabilities upon expiration of its subconcession (refer to Note 10 for discussion on the guarantee).

Additionally, MGM Grand Paradise executed an agreement with the Macau government pursuant to which the casino areas of MGM Cotai and MGM Macau will be reverted, free of charge and without any encumbrances, to the Macau government at the end of the extended subconcession period on December 31, 2022.

Management anticipates the gaming assets subject to reversion will be assets used in gaming operations, as well as the gaming areas determined in the agreement.

Upon reversion, MGM Grand Paradise will cease to have the legal ownership of the gaming assets, and, while management is currently evaluating the effect of the reversion, it expects that it will retain use of such assets if it is able to obtain a gaming concession in the forthcoming public tender.

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

The new gaming law was approved by the Macau Legislative Assembly on June 21, 2022 and published in the Macau Official Gazette on June 22, 2022.

Under the new gaming law, the existing subconcessions will be discontinued and a maximum of six concessions will be awarded for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three years under certain exceptional circumstances.

The enactment of the new gaming law precedes the public tender for the awarding of new gaming concessions for which the rules of the public tender were published on July 1, 2022, which outlined the details for the bidding, the qualifications of bidding companies, and the criteria for granting the new gaming concessions.

On September 14, 2022, MGM Grand Paradise submitted its bid.

The awarding of a new concession contract would permit the operation of games of chance or other games in casinos in Macau, commencing on January 1, 2023.

Certain events relating to the loss, termination, rescission, revocation or modification of MGM Grand Paradise’s ability to game in Macau, where such events have a material adverse effect on the financial condition, business, properties, or results of operations of MGM China, taken as a whole, may result in a special put option triggering event under MGM China’s senior notes and in an event of default under MGM China’s revolving credit facilities.

Management cannot provide any assurance that it will be able to obtain a gaming concession in the public tender;

however, management believes that MGM Grand Paradise will be successful in obtaining a gaming concession.

MGM Grand Paradise gaming concession.

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

On December 16, 2022, MGM Grand Paradise was awarded a ten-year concession contract to permit the operation of games of chance or other games in casinos in Macau, which commenced on January 1, 2023.

Refer to Note 5 for further discussion of the gaming concession.

Reportable segments.

3 unchanged sentences

Impact of COVID-19 - Update.

As of September 30, 2022, all of the Company’s domestic properties were open and not subject to operating restrictions;

however, travel and business volume were negatively affected in the early part of the first quarter of 2022 due to the spread of the omicron variant.

Macau is currently operating under a “dynamic zero” COVID-19 policy, as is mainland China.

The Company’s properties in Macau were open during the first half of 2022, however, gaming operations were temporarily suspended on July 11, 2022 due to an increase in the number of COVID-19 cases in Macau and resumed on July 23, 2022, subject to certain continuing health safeguards.

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

All guests and staff were isolated until November 1, 2022 and all gaming, hotel, restaurant, and retail operations were suspended with limited operations expected to resume beginning November 3, 2022.

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

Although gaming operations in Macau have resumed and certain restrictions on visa applications have been lifted, protective and operational measures have had a negative effect on MGM China’s operations.

The extent and timing of further closures of MGM China’s properties, limitations of operations, or whether further travel restrictions to or from Macau will be implemented is uncertain if there is an increase or continued spread of COVID-19.

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, and on February 6, 2023 all remaining COVID-19 travel restrictions were removed.

As of March 31, 2023, all of the Company’s properties were open and not subject to any COVID-19 related operating restrictions.

NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

11 unchanged sentences

The Company performs this analysis on an ongoing basis.

Management has determined that the venture (the “Bellagio BREIT Venture”) that is 5 % owned by a subsidiary of the Company and 95 % owned by a subsidiary of BREIT is a VIE because the equity holders as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance.

The Company has determined that it is not the primary beneficiary of Bellagio BREIT Venture because the Company does not have power to direct the activities that could potentially be significant to the venture as BREIT, as the managing member, has such power;

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 $ 57 million as of September 30, 2022, assuming no future capital funding requirements, plus the exposure to loss resulting from the Company’s guarantee of the debt of Bellagio BREIT Venture, which guarantee is immaterial as of September 30, 2022, as further discussed in Note 10.

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 March 31, 2023, 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 March 31, 2023, as further discussed in Note 9.

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

1 unchanged sentence

For these entities, the Company records a noncontrolling interest in the consolidated balance sheets and all intercompany balances and transactions are eliminated in consolidation.

If the entity does not qualify for consolidation under the voting interest model and the Company has significant influence over the operating and financial decisions of the entity, the Company generally accounts for the entity under the equity method, such as BetMGM, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process, which prevents the Company from exerting a controlling financial interest in such entity, as defined in ASC 810.

For entities over which the Company does not have significant influence, such as VICI OP, the Company accounts for its equity investment under ASC 321.

Property and equipment.

As of September 30, 2022 and December 31, 2021, the Company had accrued $ 83 million and $ 36 million, respectively, for purchases of property and equipment within accounts payable.

For entities over which the Company does not have significant influence, the Company accounts for its equity investment under ASC 321.

Fair value measurements .

3 unchanged sentences

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.

1 unchanged sentence

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

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

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

Fair value is measured based upon trading prices on the applicable securities exchange for equity investments for which the Company has elected the fair value option of ASC 825, such as LeoVegas (prior to consolidation), and equity investments accounted for under ASC 321 that have a readily determinable fair value, such as VICI OP.

The fair value of these investments was $ 423 million and $ 66 million as of September 30, 2022 and December 31, 2021, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets.

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

For the three and nine months ended September 30, 2022, the Company recorded a net unrealized loss on its equity investments of $ 20 million and $ 28 million, respectively.

For the three and nine months ended September 30, 2021, the Company recorded a net unrealized loss on its equity investments of $ 48 million and a net unrealized gain on its equity investments of $ 39 million, respectively.

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

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

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 ASC 825 and equity investments accounted for under ASC 321 that have a readily determinable fair value.

The fair value of these investments was $ 460 million and $ 461 million as of March 31, 2023 and December 31, 2022, 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 three months ended March 31, 2023, the Company recorded a net loss on its equity investments of less than $ 1 million.

For the three months ended March 31, 2022, the Company recorded a net gain on its equity investments of $ 15 million.

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 statements 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 March 31, 2023 December 31, 2022

(In thousands)

Cash and cash equivalents:

Money market funds Level 1 $ 591 $ 12,009

Commercial paper and certificates of deposit Level 2 — 5,992

Cash and cash equivalents 591 18,001

Short-term investments:

government securities Level 1 62,039 56,835

agency securities Level 2 28,928 9,530

Commercial paper and certificates of deposit Level 2 11,064 4,466

Corporate bonds Level 2 406,848 213,875

Short-term investments 508,879 284,706

Total debt investments $ 509,470 $ 302,707

Restricted cash.

Restricted cash reflects cash held in an escrow account related to the reverse termination fee that was contractually required to be prefunded for The Cosmopolitan acquisition and was reflected as “Restricted Cash” on the consolidated balance sheets as of December 31, 2021.

“Restricted Cash” and “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of December 31, 2021.

MGM China’s pledged cash of $ 87 million and $ 124 million as of March 31, 2023 and December 31, 2022, respectively, securing the bank guarantees discussed in Note 9 is restricted in use and classified within “Other long-term assets, net.” Such amounts 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 March 31, 2023 and December 31, 2022.

Accounts receivable.

As of September 30, 2022 and December 31, 2021, the loss reserve on accounts receivable was $ 113 million and $ 128 million, respectively.

Reclassifications.

Certain reclassifications have been made to conform the prior period presentation.

As of March 31, 2023 and December 31, 2022, the loss reserve on accounts receivable was $ 125 million and $ 113 million, respectively.

Note receivable.

In February 2023, the secured note receivable related to the sale of Circus Circus Las Vegas and the adjacent land was repaid, prior to maturity, for $ 170 million, which approximated its carrying value on the date of repayment.

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

Accounts payable.

As of March 31, 2023 and December 31, 2022, the Company had accrued $ 52 million and $ 80 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.

Revenue recognition.

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Balance at January 1 $ 185,669 $ 176,219 $ 183,602 $ 144,465 $ 816,376 $ 640,001

Balance at September 30 156,560 177,066 175,716 142,969 747,505 662,096

Balance at March 31 168,307 141,636 183,101 149,316 787,866 720,764

Increase / (decrease) $ ( 17,362 ) $ ( 34,583 ) $ ( 501 ) $ 4,851 $ ( 28,510 ) $ 80,763

The September 30, 2022 balances exclude liabilities related to assets held for sale.

The January 1, 2023 balances exclude liabilities related to assets held for sale.

Revenue by source.

15 unchanged sentences

Refer to Note 8 for discussion of leases under which the Company is a lessee.

Refer to Note 14 for discussion of the master lease with MGP.

The Company is a lessor under certain other lease arrangements.

Lease revenues earned by the Company from third parties are classified within the line item corresponding to the type or nature of the tenant’s good or service .

For the three and nine months ended September 30, 2022, lease revenues from third-party tenants include $ 19 million and $ 52 million recorded within food and beverage revenue, respectively, and $ 30 million and $ 85 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

For the three and nine months ended September 30, 2021, lease revenues from third-party tenants include $ 13 million and $ 29 million recorded within food and beverage revenue, respectively, and $ 22 million and $ 58 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

For the three months ended March 31, 2023, lease revenues from third-party tenants include $ 18 million recorded within food and beverage revenue and $ 30 million recorded within entertainment, retail, and other revenue.

For the three months ended March 31, 2022, lease revenues from third-party tenants include $ 14 million recorded within food and beverage revenue and $ 26 million recorded within entertainment, retail, and other revenue.

Lease revenues from the rental of hotel rooms are recorded as rooms revenues within the consolidated statements of operations.

Redeemable noncontrolling interest.

Certain noncontrolling interest parties have non-voting economic interests in MGM National Harbor which provide for annual preferred distributions by MGM National Harbor to the noncontrolling interest parties based on a percentage of its annual net gaming revenue (as defined in the MGM National Harbor operating agreement).

Such distributions are accrued each quarter and are paid 90 days after the end of each fiscal year.

The noncontrolling interest parties each have the ability to require MGM National Harbor to purchase all or a portion of their interests for a purchase price based on a contractually agreed upon formula.

The Company has recorded the interests as “Redeemable noncontrolling interests” in the mezzanine section of the accompanying consolidated balance sheets and not stockholders’ equity because their redemption is not exclusively in the Company’s control.

The interests were initially accounted for at fair value.

Subsequently, the Company recognizes changes

in the redemption value as they occur and adjusts the carrying amount of the redeemable noncontrolling interests to equal the maximum redemption value, provided such amount does not fall below the initial carrying value, at the end of each reporting period.

The Company records any changes caused by such an adjustment in capital in excess of par value.

Additionally, the carrying amount of the redeemable noncontrolling interests is adjusted for accrued annual preferred distributions, with changes caused by such adjustments recorded within net income (loss) attributable to noncontrolling interests.

During the three months ended March 31, 2023 and 2022, MGM National Harbor purchased $ 1 million and $ 18 million of interests from the noncontrolling interest parties, respectively.

In April 2023, MGM National Harbor settled the purchase of $ 137 million of interests to which it had become obligated to purchase during the three months ended March 31, 2023, and, accordingly, such amount was reclassified from “Redeemable noncontrolling interests” into “Other accrued liabilities” on the accompanying consolidated balance sheet as of March 31, 2023.

Share repurchases.

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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 remaining outstanding shares, with a fair value of approximately $ 11 million based upon the tender price, were settled by the Company for cash in connection with squeeze-out proceedings during the second quarter of 2023.

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 as well as expected synergies and is not deductible for tax purposes.

All of the goodwill was assigned to Corporate and other.

The allocation of fair value is preliminary as of September 30, 2022 and is primarily open for the valuation of the acquired intangible assets and for income tax impacts, and may be adjusted up to one year after the acquisition.

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

Cash and cash equivalents $ 93,407

Receivables and other current assets 36,872

Technology 126,162

Trademarks 166,356

Customer lists 140,843

Goodwill 238,040

Other long-term assets 19,181

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

Debt ( 104,439 )

Other long-term liabilities ( 39,564 )

Noncontrolling interests ( 2,861 )

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

LeoVegas’s net revenue for the period from September 7, 2022 through September 30, 2022 was $ 31 million and operating loss and net loss were $ 3 million and $ 4 million, respectively.

The Cosmopolitan acquisition.

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The acquisition expands the Company’s customer base and provides a greater depth of choices and experiences for guests in Las Vegas.

The Company recognized 100 % of the acquired assets and assumed liabilities at fair value at the date of the acquisition.

Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction.

The Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs.

The estimated fair values of the identified intangible assets were determined using methodologies under the income approach based on significant inputs that were not observable.

The intangible assets include trademarks, which is an indefinite-lived intangible asset, and customer lists, which is amortized over its estimated useful life of seven years .

Goodwill, which is deductible for tax purposes, is primarily attributable to the profitability of The Cosmopolitan in excess of identifiable assets as well as expected synergies.

All of the goodwill was assigned to the Company’s Las Vegas Strip Resorts segment.

As of September 30, 2022, the purchase price allocation is preliminary, however, the Company does not expect material changes to the value of the assets acquired or liabilities assumed.

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

Cash and cash equivalents $ 80,670

Receivables and other current assets 94,354

Property and equipment 120,912

Trademarks 130,000

Customer lists 95,000

Goodwill 1,289,468

Operating lease right-of-use-assets, net 3,404,894

Other long-term assets 23,709

Accounts payable, accrued liabilities, and other current liabilities ( 145,136 )

Operating lease liabilities ( 3,401,815 )

Other long-term liabilities ( 1,570 )

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

The Cosmopolitan’s net revenue for the period from May 17, 2022 through September 30, 2022 was $ 465 million and operating income and net income were each $ 57 million.

CityCenter acquisition.

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

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

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

The fair value of the equity interests was determined by the transaction price and equaled $ 4.25 billion.

The carrying value of the Company's equity method investment was less than its share of the fair value of CityCenter at the acquisition date, resulting in a net gain of $ 1.6 billion upon consolidation, which was recognized as "Gain on consolidation of CityCenter, net" on the consolidated statements of operations.

On September 28, 2021, the Company sold the real estate assets of Aria (including Vdara) for cash consideration of $ 3.89 billion and entered into a lease agreement pursuant to which the Company leases back the real property.

The Company classified the real estate assets as held for sale as of the acquisition date and accordingly measured the real estate assets at fair value less costs to sell, as reflected in the table below.

See Note 9 for discussion of the lease.

The Company recognized 100 % of the assets and liabilities of CityCenter at fair value at the date of the acquisition.

Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction.

The Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs.

The fair value of the acquired indefinite-lived trademarks was determined using methodologies under the relief from royalty method based on significant inputs that were not observable.

The goodwill is primarily attributable to the profitability of CityCenter in excess of identifiable assets, of which approximately 50 % of the goodwill is deductible for income tax purposes.

All of the goodwill was assigned to the Company’s Las Vegas Strip Resorts segment.

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

Cash and cash equivalents $ 335,396

Receivables and other current assets 106,417

Property and equipment - real estate assets held for sale 3,888,431

Property and equipment 323,093

Trademarks 180,000

Goodwill 1,397,338

Other long-term assets 13,923

Accounts payable, accrued liabilities, and other current liabilities ( 201,093 )

Debt ( 1,729,451 )

Other long-term liabilities ( 64,054 )

Unaudited pro forma information - CityCenter and The Cosmopolitan acquisitions .

The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of its controlling interest of CityCenter had occurred as of January 1, 2020 and the acquisition of The Cosmopolitan had occurred as of January 1, 2021.

The pro forma information excludes the gain on consolidation of CityCenter and does not reflect transactions that occurred subsequent to acquisition, such as the Aria real estate sale-leaseback transaction or the repayment of CityCenter’s assumed debt.

Unaudited pro forma information - The Cosmopolitan acquisition .

The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of The Cosmopolitan had occurred as of January 1, 2021.

The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of the indicated date.

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

(In thousands)

2 unchanged sentences

VICI Transaction.

On April 29, 2022, VICI acquired MGP in a stock-for-stock 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 and MGP each held MGP OP units representing limited partner interests in MGP OP.

Additionally, the Company had leased the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from MGP OP.

The Company also leased, and continues to lease,

the real estate assets of Mandalay Bay and MGM Grand Las Vegas from subsidiaries of a venture that was 50.1 % owned by a subsidiary of MGP OP at the time of the transaction (such venture, the “MGP BREIT Venture”).

On April 29, 2022, VICI Properties Inc.

(“VICI”) acquired MGP in a stock-for-stock transaction (such transaction, the “VICI 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.

2 unchanged sentences

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.

Accordingly, the Company no longer held 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 8.

The lease between the Company and VICI BREIT Venture for the real estate assets of Mandalay Bay and MGM Grand Las Vegas remained unchanged.

In connection with the transactions, the Company recognized a $ 2.3 billion gain recorded within “Gain on REIT transactions, net.” The gain reflects the fair value of consideration received of $ 4.8 billion plus the carrying amount of noncontrolling interest immediately prior to the transactions of $ 3.2 billion less the carrying value of the assets and liabilities and accumulated comprehensive income derecognized of $ 5.7 billion.

The major classes of assets and liabilities derecognized are as follows (in thousands):

Cash and cash equivalents $ 25,387

Income tax receivable 5,486

Prepaid expenses and other 128

Property and equipment, net 9,250,519

Investments in and advances to unconsolidated affiliates 817,901

Operating lease right-of-use assets, net 236,255

Other long-term assets, net 3,991

Total assets $ 10,339,667

Accounts payable $ 1,136

Accrued interest on long-term debt 68,150

Other accrued liabilities 4,057

Deferred income taxes, net 1,284

Long-term debt, net 4,259,473

Operating lease liabilities 336,689

Total liabilities $ 4,670,789

On December 13, 2021, the Company entered into an agreement to sell the operations of The Mirage to an affiliate of Hard Rock for cash consideration of $ 1.075 billion, subject to certain purchase price adjustments.

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

The transaction is expected to close during the fourth quarter of 2022, subject to certain closing conditions, including, but not limited to, the receipt of regulatory approvals.

The closing condition that the VICI Transaction is consummated or terminated was resolved upon the closing of such transaction and, accordingly, the asset group is classified as held for sale as of September 30, 2022.

The Mandalay Bay and MGM Grand Las Vegas lease remained unchanged.

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”) for cash consideration of $ 1.075 billion, or $ 1.1 billion, net of purchase price adjustments and transaction costs.

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.

Gold Strike Tunica.

On June 9, 2022, the Company entered into an agreement to sell the operations of Gold Strike Tunica to CNE for cash consideration of $ 450 million, subject to certain purchase price adjustments.

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

The transaction is expected to close during the first quarter of 2023, subject to certain closing conditions, including, but not limited to, the receipt of regulatory approvals.

The asset group is classified as held for sale as of September 30, 2022.

The Mirage and Gold Strike Tunica are not classified as discontinued operations because the Company concluded that the sales are not a strategic shift that have a major effect on the Company’s operations or its financial results and they do not represent a major geographic segment or product line.

The major classes of assets and liabilities classified as held for sale as of September 30, 2022 are as follows:

The Mirage Gold Strike Tunica

On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE for cash consideration of $ 450 million, or $ 473 million, net of purchase price adjustments and transaction costs.

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 Company recognized a $ 398 million gain recorded within “Property transactions, net.” The gain reflects the net cash consideration less the net carrying value of the assets and liabilities derecognized of $ 75 million.

The operations of Gold Strike Tunica 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.

The major classes of assets and liabilities derecognized are as follows:

Gold Strike Tunica

(In thousands)

8 unchanged sentences

Other long-term assets, net 1,251

Assets held for sale $ 1,419,612 $ 605,176

Total assets $ 607,991

Accounts payable $ 1,657

2 unchanged sentences

Operating lease liabilities 516,136

Liabilities related to assets held for sale $ 1,412,073 $ 541,967

NOTE 4 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

September 30,

2022 December 31,

(In thousands)

Land $ 437,387 $ 4,082,842

Buildings, building improvements and land improvements 4,466,445 12,236,042

Furniture, fixtures and equipment 4,318,266 5,722,565

Construction in progress 501,244 421,445

9,723,342 22,462,894

Accumulated depreciation ( 4,802,569 ) ( 8,179,310 )

Finance lease ROU assets, net 168,523 151,909

$ 5,089,296 $ 14,435,493

Total liabilities $ 533,278

NOTE 4 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates consisted of the following:

September 30,

2023 December 31,

(In thousands)

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

$ — $ 816,756

BetMGM ( 50 %)

54,002 41,060

Other 153,856 141,279

$ 153,856 $ 173,039

The Company recorded its share of income (loss) from unconsolidated affiliates, including adjustments for basis differences, as follows:

The Company’s share of losses of BetMGM in excess of its equity method investment balance is $ 24 million as of March 31, 2023.

The Company recorded its share of loss from unconsolidated affiliates as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

(In thousands)

Income (loss) from unconsolidated affiliates $ ( 17,467 ) $ 35,111 $ ( 119,888 ) $ 92,870

Loss from unconsolidated affiliates $ ( 74,999 ) $ ( 46,838 )

Non-operating items from unconsolidated affiliates ( 1,184 ) ( 15,133 )

$ ( 76,183 ) $ ( 61,971 )

The following table summarizes 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 loss from unconsolidated affiliates:

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

(In thousands)

CityCenter $ — $ 40,747 $ — $ 128,127

VICI BREIT Venture — 38,959 51,051 116,876

MGP BREIT Venture (through April 29, 2022) $ — $ 38,936

BetMGM ( 81,872 ) ( 91,993 )

1 unchanged sentence

$ ( 74,999 ) $ ( 46,838 )

Refer to Note 3 for discussion of the acquisition and consolidation of CityCenter in September 2021 and for discussion of the derecognition of the assets and liabilities of MGP, which included MGP OP’s investment in VICI BREIT Venture, in April 2022.

VICI BREIT Venture distributions.

For the nine months ended September 30, 2022, MGP OP received $ 32 million in distributions.

For the three and nine months ended September 30, 2021, MGP OP received $ 24 million and $ 70 million in distributions, respectively.

In connection with the VICI Transaction in April 2022, the Company deconsolidated MGP and, accordingly, derecognized the assets and liabilities of MGP, which included MGP OP’s investment in MGP BREIT Venture.

MGP BREIT Venture distributions.

For the three months ended March 31, 2022, MGP OP received $ 24 million in distributions from MGP BREIT Venture.

BetMGM contributions.

For the three and nine months ended September 30, 2022, the Company contributed $ 50 million and $ 200 million to BetMGM, respectively.

For the three and nine months ended September 30, 2021, the Company contributed $ 50 million and $ 150 million to BetMGM, respectively.

CityCenter sale of Harmon land.

In June 2021, CityCenter closed the sale of its Harmon land for $ 80 million on which it recorded a $ 30 million gain.

The Company recorded a $ 50 million gain, which included $ 15 million of its 50 % share of the gain recorded by CityCenter and $ 35 million representing the reversal of certain basis differences.

For the three months ended March 31, 2023 and 2022, the Company contributed $ 25 million and $ 125 million to BetMGM, respectively.

NOTE 5 — GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consisted of the following:

September 30,

2023 December 31,

8 unchanged sentences

Accumulated amortization — ( 4,519,486 )

1,216,554 2,651,313

Customer lists 284,937 283,232

1 unchanged sentence

213,023 223,177

Other gaming rights 106,600 106,600

Gaming rights 332,032 106,600

Accumulated amortization ( 40,723 ) ( 33,316 )

5 unchanged sentences

Total other intangible assets, net $ 1,756,151 $ 1,551,252

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

Balance at January 1 Acquisitions Reclassifications Currency exchange Balance at September 30

(In thousands)

Las Vegas Strip Resorts $ 1,427,790 $ 1,289,468 $ ( 10,249 ) $ — $ 2,707,009

Regional Operations 701,463 — ( 40,523 ) — 660,940

MGM China 1,351,744 — — ( 9,163 ) 1,342,581

Corporate and other — 238,040 — ( 3,382 ) 234,658

$ 3,480,997 $ 1,527,508 $ ( 50,772 ) $ ( 12,545 ) $ 4,945,188

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

(In thousands)

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

Regional Operations 701,463 — — — 701,463

MGM China 1,359,363 — — ( 7,619 ) 1,351,744

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

Goodwill was recognized in 2022 related to the acquisition of the operations of The Cosmopolitan and LeoVegas, which is included in Las Vegas Strip Resorts and Corporate and other, respectively.

Goodwill related to The Mirage and Gold Strike Tunica, which are included in Las Vegas Strip Resorts and Regional Operations, respectively, were reclassified into assets held for sale in 2022 as further discussed in Note 3.

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

MGM Grand Paradise gaming subconcession.

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

As a result, the Company determined that the existing MGM Grand Paradise gaming subconcession and new gaming concession, if obtained, would be two separate units of account.

Further, as the material changes in the legal and regulatory environment could have an adverse effect on the value of MGM Grand Paradise’s gaming subconcession, the Company concluded that a triggering event had occurred under ASC 360 in June 2022 for the MGM China asset group.

The Company compared the estimated undiscounted cash flows of the asset group to its carrying value and determined that the undiscounted cash flows significantly exceeded the carrying value and therefore, no impairment was indicated.

Additionally, in June 2022, the Company reassessed the useful life of the existing gaming subconcession intangible asset and determined that, given the new gaming law and the resulting changes described above, the useful life would no longer be based on the initial term of the MGM Cotai land concession, which ends in January 2038, and that the useful life should be revised to align with the cessation of the subconcession rights that will occur at the end of the contractual term of the existing gaming subconcession, which ends on December 31, 2022.

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

MGM Grand Paradise gaming subconcession and concession.

Pursuant to the gaming concession contract that MGM Grand Paradise entered into with the Macau government, which commenced January 1, 2023, MGM Grand Paradise is required, among other things, to pay a fixed annual premium and an annual variable premium based on the number of gaming tables and machines for the term of the gaming concession.

Additionally, 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 became the legal owner of the reverted gaming assets.

Upon the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the concession term in return for annual payments determined by square meters of the reverted casino areas.

On January 1, 2023, MGM Grand Paradise recorded an intangible asset, included within “Gaming rights” above, of $ 226 million for the right to conduct gaming and operate the reverted gaming equipment and gaming areas and a corresponding liability for the in-substance consideration to be paid over the concession term for such rights, which is the unconditional obligation of the fixed and variable annual premiums, as well as the payments relating to the use of the reverted gaming assets .

The initial value of the intangible asset and liability were measured as the present value of these payments 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 current portion of $ 7 million and noncurrent portion of $ 211 million of the remaining liability was recorded within “Other accrued liabilities” and “Other long-term liabilities”, respectively, in the consolidated balance sheets as of March 31, 2023.

The gaming concession intangible asset is being amortized on a straight-line basis over the ten-year term of the gaming concession contract.

The fully amortized gaming subconcession intangible asset was derecognized upon the expiration of the gaming subconcession and corresponding commencement of the gaming concession contract.

NOTE 6 — LONG-TERM DEBT

Long-term debt consisted of the following:

September 30,

2023 December 31,

(In thousands)

MGP OP senior secured credit facility $ — $ 50,000

MGM China first revolving credit facility $ 879,003 $ 1,249,744

MGM China second revolving credit facility — 224,313

LeoVegas revolving credit facility 39,206 —

LeoVegas senior notes, due 2023

6 % senior notes, due 2023

LeoVegas senior notes, due 2023

36,571 36,580

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 % MGP OP senior notes, due 2025

5.25 % MGM China senior notes, due 2025

2 unchanged sentences

750,000 750,000

4.5 % MGP OP senior notes, due 2026

4.625 % senior notes, due 2026

400,000 400,000

5.75 % MGP OP senior notes, due 2027

5.5 % senior notes, due 2027

2 unchanged sentences

750,000 750,000

4.5 % MGP OP senior notes, due 2028

4.75 % senior notes, due 2028

750,000 750,000

3.875 % MGP OP senior notes, due 2029

7 % debentures, due 2036

5 unchanged sentences

Senior secured credit facility.

At September 30, 2022, the Company’s senior secured credit facility consisted of a $ 1.675 billion revolving credit facility, of which no amounts were drawn.

At March 31, 2023, the Company’s senior secured credit facility consisted of a $ 1.675 billion revolving credit facility, of which no amounts were drawn.

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

The Company was in compliance with its credit facility covenants at September 30, 2022.

The Company was in compliance with its credit facility covenants at March 31, 2023.

MGM China first revolving credit facility.

At September 30, 2022, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion unsecured revolving credit facility, which was fully drawn.

At September 30, 2022, the weighted average interest rate was 5.23 %.

At March 31, 2023, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion unsecured revolving credit facility.

At March 31, 2023, the weighted average interest rate was 5.51 %.

The MGM China first revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

In February 2022, MGM China further amended its first revolving credit

facility to extend the financial covenant waivers through maturity in May 2024.

MGM China was in compliance with its applicable first revolving credit facility covenants at September 30, 2022.

In February 2022, MGM China 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 March 31, 2023.

MGM China second revolving credit facility.

At September 30, 2022, the MGM China second revolving credit facility consisted of a HK$ 3.12 billion unsecured revolving credit facility with an option to increase the amount of the facility up to HK$ 3.9 billion, subject to certain conditions.

At March 31, 2023, the MGM China second revolving credit facility consisted of a HK$ 3.12 billion unsecured revolving credit facility with an option to increase the amount of the facility up to HK$ 3.9 billion, subject to certain conditions.

Draws will be subject to satisfaction of certain conditions precedent, including evidence that the MGM China first revolving credit facility has been fully drawn.

At September 30, 2022, $ 13 million was drawn on the MGM China second revolving credit facility and the weighted average interest rate was 4.81 %.

At March 31, 2023, no amounts were drawn on the MGM China second revolving credit facility.

The MGM China second revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

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

MGM China was in compliance with its applicable second revolving credit facility covenants at September 30, 2022.

LeoVegas revolving credit facility.

As of September 30, 2022, the LeoVegas revolving credit facility consisted of a € 40 million revolving facility, which was fully drawn.

The revolving credit facility matures on November 27, 2023 and has an interest rate based on Euro Interbank Offered Rate plus 250 basis points.

As of September 30, 2022, the interest rate was 3.67 %.

The LeoVegas revolving credit facility contains customary representations and warranties, events of default, and positive, negative, and financial covenants, including compliance with a maximum leverage ratio and minimum interest coverage ratio.

LeoVegas was in compliance with its applicable revolving credit facility covenants at September 30, 2022.

The revolving credit facility contains a change-of-control provision which requires repayment of the facility, together with accrued interest, within 60 days following a change-of-control event.

As the Company’s acquisition of LeoVegas triggers the change-of-control provision, the revolving credit facility is classified as current.

In February 2022, MGM China 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 March 31, 2023.

Senior notes.

In March 2023, the Company repaid its $ 1.25 billion 6 % notes due 2023 upon maturity.

MGM China senior notes.

In March 2021, MGM China issued $ 750 million in aggregate principal amount of 4.75 % senior notes due 2027 at an issue price of 99.97 %.

MGP OP senior secured credit facility and MGP OP senior notes.

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

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

LeoVegas senior unsecured notes.

As of September 30, 2022, LeoVegas had senior unsecured notes of SEK 700 million in aggregate principal outstanding and have an option to increase the issuance to SEK 800 million.

The notes mature on December 10, 2023 with interest payable quarterly in arrears at an interest rate based on Stockholm Interbank Offered Rate plus 550 basis points.

As of September 30, 2022, the interest rate was 6.98 %.

The LeoVegas senior unsecured notes contains customary representations and warranties, events of default, and positive, negative, and financial covenants, including compliance with a maximum leverage ratio.

LeoVegas was in compliance with its applicable senior unsecured notes covenants at September 30, 2022.

The senior unsecured notes contain a change-of-control provision which provides for the holders to request that all or a portion of the principal amount held be repurchased at a price of 101 %, together with accrued interest, during a period of 60 days following notice.

As the Company’s acquisition of LeoVegas triggers the change-of-control provision, the senior unsecured notes are classified as current.

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

Fair value of long-term debt.

The estimated fair value of the Company’s long-term debt was $ 7.8 billion and $ 13.4 billion at September 30, 2022 and December 31, 2021, respectively.

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

The estimated fair value of the Company’s long-term debt was $ 6.6 billion and $ 8.4 billion at March 31, 2023 and December 31, 2022, respectively.

NOTE 7 — INCOME TAXES

1 unchanged sentence

The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur.

The Company’s effective income tax rate was a benefit of 10.6 % on loss before income taxes and a provision of 43.8 % on income before income taxes for the three and nine months ended September 30, 2022, respectively, compared to a provision of 17.4 % and 16.9 % on income before income taxes for the three and nine months ended September 30, 2021, respectively.

The Company’s effective income tax rate was a provision of 25.7 % on income before income taxes and a benefit of 51.1 % on loss before income taxes for the three months ended March 31, 2023, and 2022, respectively.

The Company recognizes deferred income tax assets, net of applicable reserves, related to net operating losses, tax credit carryforwards and certain temporary differences.

1 unchanged sentence

Otherwise, a valuation allowance is applied.

During the three months ended September 30, 2022, the Company decreased its Macau deferred tax liabilities by $ 296 million as a result of an extension of the exemption from the Macau 12% complementary tax to the end of the year, with a corresponding decrease to provision for income taxes and increased its state deferred tax liabilities by $ 59 million with a corresponding increase to provision for income taxes as a result of income tax regulations published by the state of New Jersey during the quarter.

During the nine months ended September 30, 2022, the Company decreased its Macau deferred tax liabilities by $ 227 million as a result of the extension of the exemption from the Macau 12% complementary tax to the end of the year and the impact of the reassessment of the useful life of the MGM Grand Paradise gaming subconcession and increased its state deferred tax liabilities by $ 14 million due to the increase resulting from the issuance of the New Jersey income tax regulations, partially offset by a decrease resulting from the VICI Transaction, with a corresponding increase to provision for income taxes.

During the nine months ended September 30, 2022, the Company reversed $ 13 million of unrecognized tax benefit upon the resolution of a tax accounting method issue related to its customer loyalty program.

NOTE 8 — LEASES

1 unchanged sentence

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 Company leases the real estate assets of its domestic properties pursuant to triple-net lease agreements, which are classified as operating leases.

The triple-net structure of the leases requires the Company to pay substantially all costs associated with each property, including real estate taxes, insurance, utilities and routine maintenance (with each lease obligating the Company to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent.

Each of the leases also requires the Company to comply with certain financial covenants, which, if not met, would require the Company to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to 6 months or 1 year of rent, as applicable to the circumstances, under the VICI lease, 1 year of rent under the Mandalay Bay and MGM Grand Las Vegas lease, the Aria lease, and The Cosmopolitan lease, and 2 years of rent under the Bellagio lease.

The Company was in compliance with its applicable covenants under its leases as of September 30, 2022.

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 March 31, 2023.

Bellagio lease .

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

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

The Bellagio lease commenced November 15, 2019 and has an initial term of 30 years with two 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 10 years and, thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 % during the 11th through 20th years and 4 % thereafter.

Annual cash rent payments for the third lease year that commenced on December 1, 2021 increased to $ 255 million as a result of the 2 % fixed annual escalator.

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 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.

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

The Aria lease commenced September 28, 2021 and has an initial term of 30 years with three 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 %.

The Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from subsidiaries of VICI.

Annual cash rent payments for the fourth lease year that commenced on March 1, 2023 increased to $ 310 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 The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from VICI.

The Company leases the real estate assets of Luxor, New York-New York, Park MGM, Excalibur, The Park, 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 %.

1 unchanged sentence

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, thereby reducing the annual cash rent payments to $ 770 million.

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, thereby reducing the annual cash rent payments to $ 730 million.

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 $ 507 million of net operating lease ROU and $ 516 million of lease liabilities allocable to Gold Strike Tunica were derecognized (see Note 3).

Annual cash rent payments for the second lease year that commenced on May 1, 2023 increased to $ 745 million as a result of the 2 % fixed annual escalator.

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.

10 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

(In thousands)

3 unchanged sentences

Interest expense $ 1,414 $ 893

$ 2,037 $ 1,186 $ 4,741 $ 134

Amortization expense 17,526 20,157

Total finance lease costs $ 18,940 $ 21,050

(1) The Bellagio lease is held with a related party, as further discussed in Note 14.

Operating lease cost includes $ 83 million for each of the three months ended September 30, 2022 and 2021 and $ 248 million for each of the nine months ended September 30, 2022 and 2021 related to the Bellagio lease.

(2) For the three and nine months ended September 30, 2021, interest expense includes the effect of COVID-19 related rent concessions which was recognized as negative variable rent expense.

September 30,

(1) Operating lease cost includes $ 83 million for each of the three months ended March 31, 2023 and 2022 related to the Bellagio lease, which is held with a related party.

2023 December 31,

1 unchanged sentence

Operating leases

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

Operating lease ROU assets, net (1)

$ 24,403,384 $ 24,530,929

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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”

$ 133,031 $ 150,571

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Finance leases 5 5

(1) As of September 30, 2022 and December 31, 2021, operating lease right-of-use assets, net included $ 3.6 billion related to the Bellagio lease.

(2) As of September 30, 2022 and December 31, 2021, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease.

Nine Months Ended

September 30,

(1) As of March 31, 2023 and December 31, 2022, operating lease right-of-use assets, net included $ 3.5 billion related to the Bellagio lease.

(2) As of March 31, 2023 and December 31, 2022, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease.

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities (In thousands)

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Year ending December 31, (In thousands)

2022 (excluding the nine months ended September 30, 2022) $ 440,304 $ 19,062

2023 (excluding the three months ended March 31, 2023) $ 1,348,967 $ 56,396

2024 1,827,193 8,756

14 unchanged sentences

The Company’s senior credit facility limits the amount of letters of credit that can be issued to $ 1.35 billion.

At September 30, 2022, $ 33 million in letters of credit were outstanding under the Company’s senior credit facility.

At March 31, 2023, $ 29 million in letters of credit were outstanding under the Company’s senior credit facility.

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

MGM China bank guarantee.

In May 2019, in connection with the extension of the term of its gaming subconcession to June 2022, MGM Grand Paradise provided a bank guarantee to the government of Macau in the amount of MOP 820 million (approximately $ 101 million as of September 30, 2022) to warrant the fulfillment of an existing commitment of labor liabilities upon expiration of the gaming subconcession.

In September 2022, in connection with the June 2022 extension of the term of its gaming subconcession to December 31, 2022, MGM Grand Paradise increased its bank guarantee to the government of Macau to the amount of MOP 880 million (approximately $ 109 million as of September 30, 2022).

Bellagio BREIT Venture shortfall guarantee.

The Company provides a shortfall guarantee of the $ 3.01 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, which matures in 2029.

The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of Bellagio owned by Bellagio BREIT Venture, and the debt obligation.

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

such value is immaterial.

VICI BREIT Venture shortfall guarantee.

The Company provides a shortfall guarantee of the $ 3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of VICI BREIT Venture, which has an initial term of 12 years , maturing in 2032, with an anticipated repayment date of March 2030.

The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of Mandalay Bay and MGM Grand Las Vegas, owned by VICI BREIT Venture, and the debt obligation.

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

MGM China bank guarantees.

In connection with the issuance of the gaming concession in January 2023, bank guarantees were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 124 million as of March 31, 2023 ) 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.

As of December 31, 2022, MOP 1 billion (approximately $ 124 million as of December 31, 2022) of the bank guarantees were secured by pledged cash and, in connection with a release of MOP 300 million of such pledged cash during the three months ended March 31, 2023, MOP 700 million of the bank guarantees (approximately $ 87 million as of March 31, 2023) were secured by pledged cash as of March 31, 2023.

Shortfall guarantees.

The Company provides shortfall guarantees of the $ 3.01 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, the landlord of Bellagio, which matures in 2029 and of the $ 3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of the landlords of Mandalay Bay and MGM Grand Las Vegas, which matures in 2032 and has an anticipated repayment date of March 2030.

The terms of the shortfall guarantees 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 the applicable property owned by the landlord, and the debt obligation.

The guarantees are accounted for under ASC 460 at fair value;

such value is immaterial.

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

(In thousands)

Net income (loss) attributable to MGM Resorts International $ 466,807 $ ( 18,016 )

6 unchanged sentences

NOTE 11 — STOCKHOLDERS’ EQUITY

MGM Resorts International dividends.

On November 2, 2022 the Company’s Board of Directors approved a quarterly dividend of $ 0.0025 per share that will be payable on December 15, 2022 to holders of record on December 9, 2022.

MGM Resorts International stock repurchase plan.

The Company’s Board of Directors authorized a $ 2.0 billion stock repurchase plan in March 2022 and a $ 3.0 billion stock repurchase plan in February 2020.

Under the stock repurchase plans, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements.

MGM Resorts International stock repurchases.

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 three months ended September 30, 2021, the Company repurchased approximately 17 million shares of its common stock at an average price of $ 39.89 per share for an aggregate amount of $ 687 million.

During the nine months ended September 30, 2021, the Company repurchased approximately 26 million shares of its common stock at an average price of $ 39.56 per share for an aggregate amount of $ 1.0 billion.

During the three months ended March 31, 2022, the Company repurchased approximately 23 million shares of its common stock for an aggregate amount of $ 1.0 billion, which included the February 2022 repurchase of 4.5 million shares for an aggregate amount of $ 202.5 million from funds managed by Corvex Management LP, a related party.

Repurchased shares were retired.

During the three months ended September 30, 2022, the Company repurchased approximately 10 million shares of its common stock at an average price of $ 30.69 per share for an aggregate amount of $ 307 million.

During the nine months ended September 30, 2022, the Company repurchased approximately 66 million shares of its common stock at an average price of $ 36.87 per share for an aggregate amount of $ 2.4 billion, which included the February 2022 repurchase of 4.5 million shares at a price of $ 45.00 per share for an aggregate amount of $ 202.5 million from funds managed by Corvex Management LP, a related party.

In connection with these repurchases, the February 2020 $ 3.0 billion stock repurchase plan was completed.

During the three months ended March 31, 2023, the Company repurchased approximately 12 million shares of its common stock for an aggregate amount of $ 487 million.

In connection with these repurchases, the March 2022 stock repurchase plan was completed.

Repurchased shares were retired.

The remaining availability under the March 2022 $ 2.0 billion stock repurchase plan was $ 827 million as of September 30, 2022.

Subsequent to the quarter ended September 30, 2022, the Company repurchased 6 million shares of its common stock at an average price of $ 31.76 per share for an aggregate amount of $ 183 million.

The remaining availability under the February 2023 $ 2.0 billion stock repurchase plan was $ 2.0 billion as of March 31, 2023.

Subsequent to the quarter ended March 31, 2023, the Company repurchased approximately 4 million shares of its common stock for an aggregate amount of $ 172 million, excluding excise tax.

Repurchased shares were retired.

Accumulated other comprehensive loss.

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

Currency Translation Adjustments Cash Flow Hedges Other Total

Accumulated other comprehensive income.

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

Currency Translation Adjustments Other Total

(In thousands)

Balances, July 1, 2022 $ ( 17,800 ) $ — $ 858 $ ( 16,942 )

Other comprehensive loss, net of tax ( 17,563 ) — — ( 17,563 )

Other comprehensive loss attributable to noncontrolling interest 675 — — 675

Balances, September 30, 2022 $ ( 34,688 ) $ — $ 858 $ ( 33,830 )

Balances, January 1, 2023 $ 34,435 $ ( 936 ) $ 33,499

Other comprehensive income (loss) before reclassifications ( 45,357 ) 30,692 — ( 14,665 )

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

Other comprehensive loss before reclassifications ( 49 ) — ( 49 )

Amounts reclassified from accumulated other comprehensive income to "Other, net" — 871 871

Other comprehensive income (loss), net of tax ( 49 ) 871 822

Other changes in accumulated other comprehensive loss:

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

Changes in accumulated other comprehensive loss ( 45,357 ) 65,843 ( 17,067 ) 3,419

Other comprehensive loss (income) attributable to noncontrolling interest 11,576 ( 24,209 ) — ( 12,633 )

Balances, September 30, 2022 $ ( 34,688 ) $ — $ 858 $ ( 33,830 )

Other comprehensive loss attributable to noncontrolling interest 2,487 — 2,487

Balances, March 31, 2023 $ 36,873 $ ( 65 ) $ 36,808

NOTE 12 — SEGMENT INFORMATION

The Company’s management views each of its casino resorts as an operating segment.

The Company’s management views each of its casino properties as an operating segment.

Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure.

2 unchanged sentences

Las Vegas Strip Resorts.

Las Vegas Strip Resorts consists of the following casino resorts:

Aria (including Vdara) (upon acquisition in September 2021), Bellagio, The Cosmopolitan (upon acquisition in May 2022), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including Delano and Four Seasons), The Mirage, Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).

Las Vegas Strip Resorts consists of the following casino resorts in Las Vegas, Nevada:

Aria (including Vdara), Bellagio, The Cosmopolitan (upon its acquisition in May 2022), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including Delano and Four Seasons), The Mirage (until its disposition in December 2022), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).

Regional Operations.

Regional Operations consists of the following casino resorts:

Regional Operations consists of the following casino properties:

MGM Grand Detroit in Detroit, Michigan;

Beau Rivage in Biloxi, Mississippi;

Gold Strike Tunica in Tunica, Mississippi;

Gold Strike Tunica in Tunica, Mississippi (until its disposition in February 2023);

Borgata in Atlantic City, New Jersey;

4 unchanged sentences

MGM China consists of MGM Macau and MGM Cotai.

The Company’s operations related to LeoVegas (upon acquisition in September 2022), investments in unconsolidated affiliates, and certain other corporate operations and management services have not been identified as separate reportable segments;

The Company’s operations related to LeoVegas (upon its acquisition in September 2022), investments in unconsolidated affiliates, and certain other corporate operations and management services have not been identified as separate reportable segments;

therefore, these operations are included in “Corporate and other” in the following segment disclosures to reconcile to consolidated results.

Adjusted Property EBITDAR is the Company’s reportable segment GAAP measure, which management utilizes as the primary profit measure for its reportable segments and underlying operating segments.

Adjusted Property EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, gain on REIT transactions, net, rent expense related to triple-net operating leases and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and also excludes gain on consolidation of CityCenter, net, gain related to CityCenter’s sale of Harmon land recorded within income from unconsolidated affiliates, corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminated in consolidation.

Adjusted Property EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, rent expense related to triple-net operating leases and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and also excludes corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminated in consolidation.

The following tables present the Company’s segment information:

Three Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

(In thousands)

19 unchanged sentences

$ 3,873,296 $ 2,854,309

Three Months Ended

(In thousands)

Adjusted Property EBITDAR

8 unchanged sentences

Depreciation and amortization ( 203,501 ) ( 288,638 )

Gain on REIT transactions, net — — 2,277,747 —

Gain on consolidation of CityCenter, net — 1,562,329 — 1,562,329

Triple-net operating lease and ground lease rent expense ( 570,555 ) ( 262,452 )

Gain related to sale of Harmon land - unconsolidated affiliate — — — 49,755

Income from unconsolidated affiliates related to real estate ventures 2,695 41,646

Operating income (loss) ( 1,045,971 ) 1,892,782 1,441,268 1,909,852

Operating income 730,839 105,788

Non-operating income (expense)

6 unchanged sentences

Net income (loss) 479,883 ( 34,793 )

Net loss attributable to noncontrolling interests 484,257 12,497 662,346 31,055

Net (income) loss attributable to noncontrolling interests ( 13,076 ) 16,777

Net income (loss) attributable to MGM Resorts International $ 466,807 $ ( 18,016 )

1 unchanged sentence

Prior to the closing of the VICI Transaction, the Company leased the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield pursuant to a master lease with MGP.

The annual cash rent payments under the MGP master lease for the seventh lease year, which commenced on April 1, 2022, increased to $ 877 million from $ 873 million, due to the sixth 2 % annual base rent escalator that went into effect on April 1, 2022, as the tenant and operating subsidiary sublessee, collectively, met the adjusted net revenue to rent ratio on which such escalator was contingent, which increased annual cash rent by $ 16 million, partially offset by the percentage rent reset that went into effect on April 1, 2022, calculated based on the percentage of average actual annual net revenue of the leased properties during the preceding five year period, which decreased annual cash rent by $ 12 million.

All intercompany transactions, including transactions under the MGP master lease, were eliminated in the Company’s consolidation of MGP.

The annual cash rent payments under the master lease with MGP for the seventh lease year, which commenced on April 1, 2022, increased to $ 877 million from $ 873 million, due to the sixth 2 % annual base rent escalator that went into effect on April 1, 2022, as the adjusted net revenue to rent ratio on which such escalator was contingent was met, which increased annual cash rent by $ 16 million, partially offset by the percentage rent reset that went into effect on April 1, 2022, calculated based on the percentage of average actual annual net revenue of the leased properties during the preceding five year period, which decreased annual cash rent by $ 12 million.

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

The public ownership of MGP’s Class A shares was recognized as noncontrolling interests in the Company’s consolidated financial statements.

In April 2022, the Company completed the VICI Transaction, which resulted in the deconsolidation of MGP, including its investment in the VICI BREIT Venture.

In April 2022, the Company completed the VICI Transaction, which resulted in the deconsolidation of MGP.

Refer to Note 3 for additional information on the VICI Transaction.

As part of the transactions, the Company entered into an amended and restated master lease with VICI.

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

Refer to Note 8 for further discussion on the master lease with VICI.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements