UNITED STATES

SECURITIES &AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2022~~March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-10362

MGM Resorts International

(Exact name of registrant as specified in its charter)


Delaware			88-0215232
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109

(Address of principal executive offices) (Zip Code)

(702) 693-7120

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock (Par Value $0.01)	MGM	New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large ~~Accelerated Filer~~accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at ~~October 31, 2022~~April 27, 2023
Common Stock, $0.01 par value						~~384,020,296~~363,799,070 shares

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

FORM 10-Q

I N D E X


		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022	1
	Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and March 31, 2022 ~~and September 30, 2021~~	2
	Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and March 31, 2022 ~~and September 30, 2021~~	3
	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2023 and March 31, 2022 ~~and September 30, 2021~~	4
	Consolidated Statements of Stockholders’ Equity for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and March 31, 2022 ~~and September 30, 2021~~	5
	Condensed Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3124
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5037
Item 4.	Controls and Procedures	5038
PART II.	OTHER INFORMATION	5139
Item 1.	Legal Proceedings	5139
Item 1A.	Risk Factors	5139
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5139
Item 6.	Exhibits	5240
SIGNATURES		5341

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	5,295,434	$	4,703,059	Cash and cash equivalents	$	4,505,318	$	5,911,893
Restricted cash		—		500,000
Accounts receivable, net	Accounts receivable, net	709,562		583,915		Accounts receivable, net	752,965		852,149
Inventories	Inventories	113,323		96,374		Inventories	128,732		126,065
Income tax receivable	Income tax receivable	233,496		273,862		Income tax receivable	2,061		73,016
Prepaid expenses and other	Prepaid expenses and other	406,579		258,972		Prepaid expenses and other	842,028		583,132
Assets held for sale	Assets held for sale	2,024,788		—		Assets held for sale	—		608,437
Total current assets	Total current assets	8,783,182		6,416,182		Total current assets	6,231,104		8,154,692

Property and equipment, net	Property and equipment, net	5,089,296		14,435,493		Property and equipment, net	5,140,662		5,223,928

Other assets	Other assets					Other assets
Investments in and advances to unconsolidated affiliates	Investments in and advances to unconsolidated affiliates	185,758		967,044		Investments in and advances to unconsolidated affiliates	153,856		173,039
Goodwill	Goodwill	4,945,188		3,480,997		Goodwill	5,024,905		5,029,312
Other intangible assets, net	Other intangible assets, net	2,806,163		3,616,385		Other intangible assets, net	1,756,151		1,551,252
Operating lease right-of-use assets, net	Operating lease right-of-use assets, net	24,655,971		11,492,805		Operating lease right-of-use assets, net	24,403,384		24,530,929
Other long-term assets, net	Other long-term assets, net	864,664		490,210		Other long-term assets, net	832,167		1,029,054
Total other assets	Total other assets	33,457,744		20,047,441		Total other assets	32,170,463		32,313,586
		$	47,330,222	$	40,899,116		$	43,542,229	$	45,692,206
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable		$	403,756	$	263,097
Construction payable		20,556		23,099
Accounts and construction payable						Accounts and construction payable	$	347,344	$	369,817
Income tax payable						Income tax payable	65,992		—
Current portion of long-term debt	Current portion of long-term debt	1,351,422		1,000,000		Current portion of long-term debt	36,492		1,286,473
Accrued interest on long-term debt	Accrued interest on long-term debt	118,186		172,624		Accrued interest on long-term debt	114,382		83,451
Other accrued liabilities	Other accrued liabilities	2,047,544		1,983,444		Other accrued liabilities	2,280,217		2,236,323
Liabilities related to assets held for sale	Liabilities related to assets held for sale	1,954,040		—		Liabilities related to assets held for sale	—		539,828
Total current liabilities	Total current liabilities	5,895,504		3,442,264		Total current liabilities	2,844,427		4,515,892

Deferred income taxes, net	Deferred income taxes, net	2,847,302		2,439,364		Deferred income taxes, net	3,008,742		2,969,443
Long-term debt, net	Long-term debt, net	7,209,837		11,770,797		Long-term debt, net	6,841,483		7,432,817
Operating lease liabilities	Operating lease liabilities	25,144,876		11,802,464		Operating lease liabilities	25,145,321		25,149,299
Other long-term obligations	Other long-term obligations	270,966		319,914		Other long-term obligations	470,495		256,282
Commitments and contingencies (Note 10)
Commitments and contingencies (Note 9)						Commitments and contingencies (Note 9)
Redeemable noncontrolling interests	Redeemable noncontrolling interests	137,054		147,547		Redeemable noncontrolling interests	9,658		158,350
Stockholders’ equity	Stockholders’ equity					Stockholders’ equity
Common stock, $0.01 par value: authorized 1,000,000,000 shares, issued and outstanding 388,760,930 and 453,803,759 shares		3,888		4,538
Common stock, $0.01 par value: authorized 1,000,000,000 shares, issued and outstanding 367,241,030 and 379,087,524 shares						Common stock, $0.01 par value: authorized 1,000,000,000 shares, issued and outstanding 367,241,030 and 379,087,524 shares	3,672		3,791
Capital in excess of par value	Capital in excess of par value	—		1,750,135		Capital in excess of par value	—		—
Retained earnings	Retained earnings	4,871,632		4,340,588		Retained earnings	4,799,178		4,794,239
Accumulated other comprehensive loss		(33,830)		(24,616)
Accumulated other comprehensive income						Accumulated other comprehensive income	36,808		33,499
Total MGM Resorts International stockholders’ equity	Total MGM Resorts International stockholders’ equity	4,841,690		6,070,645		Total MGM Resorts International stockholders’ equity	4,839,658		4,831,529
Noncontrolling interests	Noncontrolling interests	982,993		4,906,121		Noncontrolling interests	382,445		378,594
Total stockholders’ equity	Total stockholders’ equity	5,824,683		10,976,766		Total stockholders’ equity	5,222,103		5,210,123
		$	47,330,222	$	40,899,116		$	43,542,229	$	45,692,206

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Revenues	Revenues									Revenues
Casino	Casino	$	1,407,367	$	1,400,337	$	4,185,411	$	3,835,094	Casino	$	1,882,428	$	1,420,910
Rooms	Rooms	827,397		490,460		2,159,202		1,053,907		Rooms	848,488		557,073
Food and beverage	Food and beverage	722,982		416,478		1,893,592		876,556		Food and beverage	722,131		492,854
Entertainment, retail and other	Entertainment, retail and other	447,637		315,693		1,264,545		639,926		Entertainment, retail and other	409,578		371,566
Reimbursed costs	Reimbursed costs	10,689		84,571		32,519		217,765		Reimbursed costs	10,671		11,906
		3,416,072		2,707,539		9,535,269		6,623,248			3,873,296		2,854,309
Expenses	Expenses									Expenses
Casino	Casino	653,601		640,041		1,950,132		1,808,849		Casino	990,890		674,365
Rooms	Rooms	256,128		160,864		684,670		402,364		Rooms	240,114		196,113
Food and beverage	Food and beverage	528,966		301,963		1,377,749		651,349		Food and beverage	511,592		368,662
Entertainment, retail and other	Entertainment, retail and other	271,177		204,742		755,110		385,293		Entertainment, retail and other	243,528		218,749
Reimbursed costs	Reimbursed costs	10,689		84,571		32,519		217,765		Reimbursed costs	10,671		11,906
General and administrative	General and administrative	1,212,474		623,275		3,018,076		1,759,891		General and administrative	1,135,540		776,837
Corporate expense	Corporate expense	117,264		112,114		348,115		287,021		Corporate expense	127,559		111,241
Preopening and start-up expenses	Preopening and start-up expenses	396		1,547		1,372		1,642		Preopening and start-up expenses	139		434
Property transactions, net	Property transactions, net	(11,639)		3,677		23,704		842		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	Depreciation and amortization	1,405,520		279,403		2,060,413		853,579		Depreciation and amortization	203,501		288,638
		4,444,576		849,868		7,974,113		4,806,266			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										Loss from unconsolidated affiliates	(74,999)		(46,838)
Operating income										Operating income	730,839		105,788
Non-operating income (expense)	Non-operating income (expense)									Non-operating income (expense)
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	(125,172)		(200,049)		(457,822)		(598,116)		Interest expense, net of amounts capitalized	(130,300)		(196,091)
Non-operating items from unconsolidated affiliates	Non-operating items from unconsolidated affiliates	(995)		(23,421)		(22,248)		(67,473)		Non-operating items from unconsolidated affiliates	(1,184)		(15,133)
Other, net	Other, net	(14,316)		(49,241)		(23,322)		70,302		Other, net	46,307		34,302
		(140,483)		(272,711)		(503,392)		(595,287)			(85,177)		(176,922)
Income (loss) before income taxes	Income (loss) before income taxes	(1,186,454)		1,620,071		937,876		1,314,565		Income (loss) before income taxes	645,662		(71,134)
Benefit (provision) for income taxes	Benefit (provision) for income taxes	125,367		(282,135)		(411,131)		(222,263)		Benefit (provision) for income taxes	(165,779)		36,341
Net income (loss)	Net income (loss)	(1,061,087)		1,337,936		526,745		1,092,302		Net income (loss)	479,883		(34,793)
Less: Net loss attributable to noncontrolling interests		484,257		12,497		662,346		31,055
Less: Net (income) loss attributable to noncontrolling interests										Less: Net (income) loss attributable to noncontrolling interests	(13,076)		16,777
Net income (loss) attributable to MGM Resorts International	Net income (loss) attributable to MGM Resorts International	$	(576,830)	$	1,350,433	$	1,189,091	$	1,123,357	Net income (loss) attributable to MGM Resorts International	$	466,807	$	(18,016)
Earnings (loss) per share	Earnings (loss) per share									Earnings (loss) per share
Basic	Basic	$	(1.45)	$	2.81	$	2.81	$	2.19	Basic	$	1.25	$	(0.06)
Diluted	Diluted	$	(1.45)	$	2.77	$	2.79	$	2.17	Diluted	$	1.24	$	(0.06)
Weighted average common shares outstanding	Weighted average common shares outstanding									Weighted average common shares outstanding
Basic	Basic	393,295		478,405		417,686		487,509		Basic	374,085		442,916
Diluted	Diluted	393,295		484,215		421,770		493,184		Diluted	378,095		442,916

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
Net income (loss) $ (1,061,087) $ 1,337,936 $ 526,745 $ 1,092,302
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (17,563) (11,956) (45,357) (19,167)
Unrealized gain on cash flow hedges — 7,241 37,692 24,629
Other comprehensive income (loss) (17,563) (4,715) (7,665) 5,462
Comprehensive income (loss) (1,078,650) 1,333,221 519,080 1,097,764
Less: Comprehensive loss attributable to noncontrolling interests 484,932 13,111 649,713 24,903
Comprehensive income (loss) attributable to MGM Resorts International $ (593,718) $ 1,346,332 $ 1,168,793 $ 1,122,667


	Three Months Ended March 31,
	2023		2022
Net income (loss)	$	479,883	$	(34,793)
Other comprehensive income, net of tax:
Foreign currency translation	(49)		(17,966)
Cash flow hedges	—		36,031
Other	871		—
Other comprehensive income	822		18,065
Comprehensive income (loss)	480,705		(16,728)
Less: Comprehensive (income) loss attributable to noncontrolling interests	(10,589)		1,321
Comprehensive income (loss) attributable to MGM Resorts International	$	470,116	$	(15,407)

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash flows from operating activities	Cash flows from operating activities					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)						Net income (loss)	$	479,883	$	(34,793)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:						Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	2,060,413		853,579		Depreciation and amortization	203,501		288,638
Amortization of debt discounts, premiums and issuance costs	Amortization of debt discounts, premiums and issuance costs	25,404		30,136		Amortization of debt discounts, premiums and issuance costs	7,130		10,285
Loss on early retirement of debt		—		37
Provision for credit losses	Provision for credit losses	6,827		5,815		Provision for credit losses	16,133		253
Stock-based compensation	Stock-based compensation	46,138		38,688		Stock-based compensation	23,891		23,344
Property transactions, net	Property transactions, net	23,704		842		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	Noncash lease expense	303,044		131,586		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						Other investment gains	(6,152)		(14,983)
Loss from unconsolidated affiliates						Loss from unconsolidated affiliates	76,183		61,971
Distributions from unconsolidated affiliates	Distributions from unconsolidated affiliates	36,131		74,418		Distributions from unconsolidated affiliates	1,315		25,444
Deferred income taxes	Deferred income taxes	371,840		153,464		Deferred income taxes	38,098		1,070
Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Accounts receivable	Accounts receivable	(66,556)		(167,622)		Accounts receivable	75,690		(10,385)
Inventories	Inventories	(12,388)		5,310		Inventories	(2,690)		(5,780)
Income taxes receivable and payable, net	Income taxes receivable and payable, net	35,873		44,406		Income taxes receivable and payable, net	134,564		39,204
Prepaid expenses and other	Prepaid expenses and other	(25,403)		(52,155)		Prepaid expenses and other	(23,671)		(13,768)
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	92,200		382,122		Accounts payable and accrued liabilities	(78,810)		(60,563)
Other	Other	17,351		(79,925)		Other	22,841		(4,311)
Net cash provided by operating activities	Net cash provided by operating activities	1,333,274		886,705		Net cash provided by operating activities	704,053		420,482
Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Capital expenditures	Capital expenditures	(456,570)		(322,139)		Capital expenditures	(139,820)		(101,583)
Dispositions of property and equipment	Dispositions of property and equipment	9,748		10,191		Dispositions of property and equipment	5,185		2,917
Investments in unconsolidated affiliates	Investments in unconsolidated affiliates	(226,317)		(151,845)		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						Proceeds from sale of operating resorts	452,824		—
Proceeds from repayment of principal on note receivable						Proceeds from repayment of principal on note receivable	152,518		—
Distributions from unconsolidated affiliates	Distributions from unconsolidated affiliates	9,864		9,245		Distributions from unconsolidated affiliates	549		475
Investments and other	Investments and other	(238,361)		32,742		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						Net cash provided by (used in) investing activities	212,178		(237,383)
Cash flows from financing activities	Cash flows from financing activities					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						Net repayments under bank credit facilities - maturities of 90 days or less	(586,456)		(18,134)
Repayment of long-term debt						Repayment of long-term debt	(1,250,000)		(1,000,000)
Debt issuance costs	Debt issuance costs	(1,367)		(11,358)		Debt issuance costs	—		(1,367)
Issuance of MGM Growth Properties Class A shares, net		—		792,851
Dividends paid to common shareholders	Dividends paid to common shareholders	(3,091)		(3,638)		Dividends paid to common shareholders	—		(1,090)
Distributions to noncontrolling interest owners	Distributions to noncontrolling interest owners	(207,792)		(239,514)		Distributions to noncontrolling interest owners	(17,936)		(118,039)
Repurchases of common stock	Repurchases of common stock	(2,423,009)		(1,026,194)		Repurchases of common stock	(484,399)		(1,001,972)
Other	Other	(82,355)		(112,862)		Other	(41,342)		(24,985)
Net cash used in financing activities	Net cash used in financing activities	(2,780,564)		(2,093,427)		Net cash used in financing activities	(2,380,133)		(2,165,587)
Effect of exchange rate on cash, cash equivalents, and restricted cash	Effect of exchange rate on cash, cash equivalents, and restricted cash	(3,315)		(1,103)		Effect of exchange rate on cash, cash equivalents, and restricted cash	(6,480)		(1,355)
Change in cash and cash equivalents classified as assets held for sale	Change in cash and cash equivalents classified as assets held for sale	(39,656)		—		Change in cash and cash equivalents classified as assets held for sale	25,938		—
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash					Cash, cash equivalents, and restricted cash
Net change for the period	Net change for the period	92,375		469,196		Net change for the period	(1,444,444)		(1,983,843)
Balance, beginning of period	Balance, beginning of period	5,203,059		5,101,637		Balance, beginning of period	6,036,388		5,203,059
Balance, end of period	Balance, end of period	$	5,295,434	$	5,570,833	Balance, end of period	$	4,591,944	$	3,219,216
Supplemental cash flow disclosures	Supplemental cash flow disclosures					Supplemental cash flow disclosures
Interest paid, net of amounts capitalized	Interest paid, net of amounts capitalized	$	411,701	$	508,056	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						Federal, state and foreign income taxes paid (refunds received), net	372		(67,294)
Non-cash investing and financing activities						Non-cash investing and financing activities
MGM Grand Paradise gaming concession intangible asset						MGM Grand Paradise gaming concession intangible asset	$	226,083	$	—
MGM Grand Paradise gaming concession payment obligation						MGM Grand Paradise gaming concession payment obligation	226,083		—

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


		Common Stock																Common Stock
		Shares	Par Value		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total MGM Resorts International Stockholders’ Equity		Noncontrolling Interests		Total Stockholders’ Equity			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, 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)
Balances, January 1, 2023																	Balances, January 1, 2023	379,088	$	3,791	$	—	$	4,794,239	$	33,499	$	4,831,529	$	378,594	$	5,210,123
Net income																	Net income	—	—		—		466,807		—		466,807		12,909		479,716
Currency translation adjustment	Currency translation adjustment	—	—		—		—		(16,888)		(16,888)		(675)		(17,563)		Currency translation adjustment	—	—		—		—		2,438		2,438		(2,487)		(49)
Stock-based compensation	Stock-based compensation	—	—		6,751		—		—		6,751		664		7,415		Stock-based compensation	—	—		23,228		—		—		23,228		663		23,891
Issuance of common stock pursuant to stock-based compensation awards	Issuance of common stock pursuant to stock-based compensation awards	346	4		(5,005)		—		—		(5,001)		—		(5,001)		Issuance of common stock pursuant to stock-based compensation awards	73	1		(1,342)		—		—		(1,341)		—		(1,341)
Cash distributions to noncontrolling interest owners	Cash distributions to noncontrolling interest owners	—	—		—		—		—		—		(1,985)		(1,985)		Cash distributions to noncontrolling interest owners	—	—		—		—		—		—		(6,641)		(6,641)
Dividends declared and paid to common shareholders ($0.0025 per share)		—	—		—		(980)		—		(980)		—		(980)

Issuance of restricted stock units																	Issuance of restricted stock units	—	—		1,701		—		—		1,701		—		1,701
Repurchases of common stock	Repurchases of common stock	(10,003)	(100)		(9,764)		(297,090)		—		(306,954)		—		(306,954)		Repurchases of common stock	(11,920)	(120)		(24,881)		(461,868)		—		(486,869)		—		(486,869)
Adjustment of redeemable noncontrolling interest to redemption value	Adjustment of redeemable noncontrolling interest to redemption value	—	—		8,043		—		—		8,043		—		8,043		Adjustment of redeemable noncontrolling interest to redemption value	—	—		1,297		—		—		1,297		—		1,297
Other	Other	—	—		(25)		—		—		(25)		7,325		7,300		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, January 1, 2022		453,804	$	4,538	$	1,750,135	$	4,340,588	$	(24,616)	$	6,070,645	$	4,906,121	$	10,976,766
Net income (loss)		—	—		—		1,189,091		—		1,189,091		(669,087)		520,004
Currency translation adjustment		—	—		—		—		(33,781)		(33,781)		(11,576)		(45,357)
Cash flow hedges		—	—		—		—		13,483		13,483		24,209		37,692
Stock-based compensation		—	—		41,207		—		—		41,207		4,931		46,138
Issuance of common stock pursuant to stock-based compensation awards		675	7		(12,723)		—		—		(12,716)		—		(12,716)
Cash distributions to noncontrolling interest owners		—	—		—		—		—		—		(93,274)		(93,274)
Dividends declared and paid to common shareholders ($0.0075 per share)		—	—		—		(3,091)		—		(3,091)		—		(3,091)
Issuance of restricted stock units		—	—		1,941		—		—		1,941		186		2,127
Repurchases of common stock		(65,718)	(657)		(1,767,396)		(654,956)		—		(2,423,009)		—		(2,423,009)
Adjustment of redeemable noncontrolling interest to redemption value		—	—		(13,355)		—		—		(13,355)		—		(13,355)
Deconsolidation of MGP		—	—		—		—		11,084		11,084		(3,184,710)		(3,173,626)
Other		—	—		191		—		—		191		6,193		6,384
Balances, September 30, 2022		388,761	$	3,888	$	—	$	4,871,632	$	(33,830)	$	4,841,690	$	982,993	$	5,824,683
Balances, March 31, 2023																	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.

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


		Common Stock																Common Stock
		Shares	Par Value		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total MGM Resorts International Stockholders’ Equity		Noncontrolling Interests		Total Stockholders’ Equity			Shares	Par Value		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total MGM Resorts International Stockholders’ Equity		Noncontrolling Interests		Total Stockholders’ Equity
Balances, July 1, 2021		486,530	$	4,865	$	3,335,015	$	2,861,474	$	(21,173)	$	6,180,181	$	4,923,941	$	11,104,122
Net income (loss)		—	—		—		1,350,433		—		1,350,433		(15,157)		1,335,276
Balances, January 1, 2022																	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 loss																	Net loss	—	—		—		(18,016)		—		(18,016)		(19,046)		(37,062)
Currency translation adjustment	Currency translation adjustment	—	—		—		—		(6,686)		(6,686)		(5,270)		(11,956)		Currency translation adjustment	—	—		—		—		(10,184)		(10,184)		(7,782)		(17,966)
Cash flow hedges	Cash flow hedges	—	—		—		—		2,585		2,585		4,656		7,241		Cash flow hedges	—	—		—		—		12,793		12,793		23,238		36,031
Stock-based compensation	Stock-based compensation	—	—		10,084		—		—		10,084		1,197		11,281		Stock-based compensation	—	—		22,381		—		—		22,381		963		23,344
Issuance of common stock pursuant to stock-based compensation awards	Issuance of common stock pursuant to stock-based compensation awards	408	4		(6,228)		—		—		(6,224)		—		(6,224)		Issuance of common stock pursuant to stock-based compensation awards	104	1		(2,312)		—		—		(2,311)		—		(2,311)
Cash distributions to noncontrolling interest owners	Cash distributions to noncontrolling interest owners	—	—		—		—		—		—		(3,266)		(3,266)		Cash distributions to noncontrolling interest owners	—	—		—		—		—		—		(5,761)		(5,761)
Dividends declared and paid to common shareholders ($0.0025 per share)	Dividends declared and paid to common shareholders ($0.0025 per share)	—	—		—		(1,181)		—		(1,181)		—		(1,181)		Dividends declared and paid to common shareholders ($0.0025 per share)	—	—		—		(1,090)		—		(1,090)		—		(1,090)
MGP dividend payable to Class A shareholders	MGP dividend payable to Class A shareholders	—	—		—		—		—		—		(81,459)		(81,459)		MGP dividend payable to Class A shareholders	—	—		—		—		—		—		(83,080)		(83,080)
Issuance of restricted stock units																	Issuance of restricted stock units	—	—		1,941		—		—		1,941		186		2,127
Repurchases of common stock	Repurchases of common stock	(17,210)	(172)		(686,361)		—		—		(686,533)		—		(686,533)		Repurchases of common stock	(23,346)	(233)		(1,001,739)		—		—		(1,001,972)		—		(1,001,972)
Adjustment of redeemable noncontrolling interest to redemption value	Adjustment of redeemable noncontrolling interest to redemption value	—	—		(7,580)		—		—		(7,580)		—		(7,580)		Adjustment of redeemable noncontrolling interest to redemption value	—	—		(8,986)		—		—		(8,986)		—		(8,986)
MGP Class A share issuances		—	—		40		—		1		41		230		271
Other	Other	—	—		(5,166)		—		—		(5,166)		6,151		985		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, January 1, 2021		494,318	$	4,943	$	3,439,453	$	3,091,007	$	(30,677)	$	6,504,726	$	4,675,182	$	11,179,908
Net income (loss)		—	—		—		1,123,357		—		1,123,357		(38,364)		1,084,993
Currency translation adjustment		—	—		—		—		(10,806)		(10,806)		(8,361)		(19,167)
Cash flow hedges		—	—		—		—		10,116		10,116		14,513		24,629
Stock-based compensation		—	—		35,271		—		—		35,271		3,417		38,688
Issuance of common stock pursuant to stock-based compensation awards		1,352	13		(17,895)		—		—		(17,882)		—		(17,882)
Cash distributions to noncontrolling interest owners		—	—		—		—		—		—		(166,236)		(166,236)
Dividends declared and paid to common shareholders ($0.0075 per share)		—	—		—		(3,638)		—		(3,638)		—		(3,638)
MGP dividend payable to Class A shareholders		—	—		—		—		—		—		(81,459)		(81,459)
Repurchases of common stock		(25,942)	(259)		(1,025,935)		—		—		(1,026,194)		—		(1,026,194)
Adjustment of redeemable noncontrolling interest to redemption value		—	—		(54,019)		—		—		(54,019)		—		(54,019)
MGP Class A share issuances		—	—		99,934		—		3,240		103,174		656,361		759,535
Redemption of MGP OP units		—	—		171,332		—		5,327		176,659		(227,487)		(50,828)
Other		—	—		(8,337)		—		(2,473)		(10,810)		3,457		(7,353)
Balances, September 30, 2021		469,728	$	4,697	$	2,639,804	$	4,210,726	$	(25,273)	$	6,829,954	$	4,831,023	$	11,660,977
Balances, March 31, 2022																	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.

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 — ORGANIZATION

Organization. MGM Resorts International, a Delaware corporation (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~~global gaming and entertainment company with domestic and ~~through subsidiaries, operates casino resorts~~international locations featuring hotels and ~~provides~~casinos, convention, dining, and retail offerings, and sports betting and online gaming. operations.

As of ~~September 30, 2022,~~March 31, 2023, the ~~Company operates~~Company’s 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.~~Mississippi. 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.MGM. The Company leases the real estate assets of its domestic ~~resorts~~properties pursuant to triple-net lease agreements, as further discussed in Note 9.8.

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~~concession and land concessions.

The Company also ~~has an approximate 98% controlling interest in~~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~~Japan. In April 2023, the Japanese government officially certified the Area Development Plan previously submitted by the city/prefecture of Osaka 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~~Company’s 50% 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.~~unconsolidated venture.

Gold Strike Tunica transaction. On ~~June 9, 2022,~~February 15, 2023, the Company ~~entered into an agreement to sell~~completed the sale of the operations of Gold Strike Tunica to ~~Cherokee Nation Entertainment~~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.~~concession. Gaming in Macau is currently administered by the Macau Government through concessions awarded to ~~three~~six 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.concessionaires. On ~~June 23,~~December 16, 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 providedawarded 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 theten-year 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 wouldto permit the operation of games of chance or other games in casinos in Macau, ~~commencing~~which commenced on January 1, 2023.

~~Certain events relating~~ Refer to ~~the loss, termination, rescission, revocation or modification~~Note 5 for further discussion of ~~MGM Grand Paradise’s ability to game in Macau, where such events have a material adverse effect on~~ the financial condition, business, properties, or results of operations of MGM China, taken as a whole, may result in a special put option triggering event under MGM China’s senior notes and in an event of default under MGM China’s revolving credit facilities. Management cannot provide any assurance that it will be able to obtain a gaming concession in the public tender; however, management believes that MGM Grand Paradise will be successful in obtaining a gaming concession.

Reportable segments. The Company has three reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China. See Note 1312 for additional information about the Company’s segments.

Impact of COVID-19 - Update. 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 ~~September 30, 2022,~~March 31, 2023, all of the Company’s ~~domestic~~ properties were open and not subject to any COVID-19 related 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.~~restrictions.

Macau is currently operating under a “dynamic zero” COVID-19 policy, as is mainland China. The Company’s properties in Macau were open during the first half of 2022, however, gaming operations were temporarily suspended on July 11, 2022 due to an increase in the number of COVID-19 cases in Macau and resumed on July 23, 2022, subject to certain continuing health safeguards. On October 30, 2022, a COVID-19 case was identified as connected to MGM Cotai. All guests and staff were isolated until November 1, 2022 and all gaming, hotel, restaurant, and retail operations were suspended with limited operations expected to resume beginning November 3, 2022. More broadly, electronic applications for individual and group travel visas to Macau resumed on November 1, 2022, however, several travel and entry restrictions in Macau and mainland China remain in place, including COVID-19 testing and certain quarantine requirements, which have significantly impacted visitation to the Company’s Macau properties. Although gaming operations in Macau have resumed and certain restrictions on visa applications have been lifted, protective and operational measures have had a negative effect on MGM China’s operations. The extent and timing of further closures of MGM China’s properties, limitations of operations, or whether further travel restrictions to or from Macau will be implemented is uncertain if there is an increase or continued spread of COVID-19.

NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation. As permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s ~~2021~~2022 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial statements. The results for such periods are not necessarily indicative of the results to be expected for the full year.

Principles of consolidation. The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a variable interest entity (“VIE”). The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis.

~~Management has determined that the~~The venture (the “Bellagio BREIT Venture”) that is 5% owned by a subsidiary of the Company and 95% owned by a subsidiary of BREIT is a VIE because the equity holders as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance. The Company ~~has determined that it~~ is not the primary beneficiary of Bellagio BREIT Venture because the Company does not have power to direct the activities that could potentially be significant to the venture as BREIT, as the managing member, has such power; accordingly, the Company does not consolidate the venture. The Company’s maximum exposure to loss in Bellagio BREIT Venture is equal to the carrying value of its investment of ~~$57~~$56 million as of ~~September 30, 2022,~~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 ~~September 30, 2022,~~March 31, 2023, as further discussed in Note ~~10.~~9.

For entities determined not to be a VIE, the Company consolidates such entities in which the Company owns 100% of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity under the voting interest model if it has a controlling financial interest based upon the terms of the respective entities’ ownership agreements, such as MGM China. For these entities, the Company records a noncontrolling interest in the consolidated balance sheets and all intercompany balances and transactions are eliminated in consolidation. If the entity does not qualify for consolidation under the voting interest model and the Company has significant influence over the operating and financial decisions of the entity, the Company generally accounts for the entity under the equity method, such as BetMGM, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process, which prevents the Company from exerting a controlling financial interest in such entity, as defined in ~~ASC~~Accounting Standards Codification (“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.~~

Fair value measurements. Fair value measurements affect the Company’s accounting and impairment assessments of its long-lived assets, investments in unconsolidated affiliates or equity interests, assets acquired, and liabilities assumed in an acquisition, and goodwill and other intangible assets. Fair value measurements also affect the Company’s accounting for certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are quoted prices for identical or comparable instruments or pricing using observable ~~inputs for similar assets;~~market data; or Level 3 inputs, which are unobservable inputs. The Company used the following inputs in its fair value measurements:

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

•Level ~~1 and Level~~ 2 inputs for its long-term debt fair value ~~disclosures.~~disclosures; See Note 7;6; and

•Level 1 and Level 2 ~~and Level 3~~ inputs ~~when assessing the fair value of assets acquired and liabilities assumed in acquisitions. See Note 3.~~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 ~~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.~~value. The fair value of these investments was ~~$423~~$460 million and ~~$66~~$461 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets. ~~Unrealized gains~~Gains and losses are recorded in “Other, net” in the statements of operations. For the three ~~and nine~~ months ended ~~September 30,~~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 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.~~$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:
U.S. government securities	Level 1	62,039		56,835
U.S. 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~~MGM China’s pledged 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~~of $87 million and ~~was reflected as “Restricted Cash” on the consolidated balance sheets~~$124 million as of March 31, 2023 and December 31, ~~2021. “Restricted Cash”~~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, ~~2021.~~2022.

Accounts receivable. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the loss reserve on accounts receivable was ~~$113~~$125 million and ~~$128~~$113 million, respectively.

~~Reclassifications.~~Note receivable. ~~Certain reclassifications have been made~~In February 2023, the secured note receivable related to ~~conform~~ the sale of Circus Circus Las Vegas and the adjacent land was repaid, prior ~~period presentation.~~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. Contract and Contract-Related Liabilities. There may be a difference between the timing of cash receipts from the customer and the recognition of revenue, resulting in a contract or contract-related liability. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer, (2) loyalty program obligations, which represents the deferred allocation of revenue relating to loyalty program incentives earned, and (3) customer advances and other, which is primarily funds deposited by customers before gaming play occurs (“casino front money”) and advance payments on goods and services yet to be provided, such as advance ticket sales and deposits on rooms and convention space or for unpaid wagers. These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within “Other accrued liabilities” on the consolidated balance sheets.

The following table summarizes the activity related to contract and contract-related liabilities:


		Outstanding Chip Liability				Loyalty Program				Customer Advances and Other					Outstanding Chip Liability				Loyalty Program				Customer Advances and Other
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022		2023		2022
		(In thousands)													(In thousands)
Balance at January 1	Balance at January 1	$	176,219	$	212,671	$	144,465	$	139,756	$	640,001	$	382,287	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														Balance at March 31	168,307		141,636		183,101		149,316		787,866		720,764
Increase / (decrease)	Increase / (decrease)	$	(19,659)	$	(35,605)	$	31,251	$	3,213	$	107,504	$	279,809	Increase / (decrease)	$	(17,362)	$	(34,583)	$	(501)	$	4,851	$	(28,510)	$	80,763

The ~~September 30, 2022~~January 1, 2023 balances exclude liabilities related to assets held for sale. ~~See Note 3.~~

Revenue by source. The Company presents the revenue earned disaggregated by the type or nature of the good or service (casino, room, food and beverage, and entertainment, retail and other) and by relevant geographic region within Note ~~13.~~12.

Leases. The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

The Company classifies a lease with terms greater than twelve months as either operating or finance. At commencement, the right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The initial measurement of ROU assets also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. When available, such as for the Company’s triple-net operating leases for which the lessor has provided its implicit rate or provided the assumptions required for the Company to readily determine the rate implicit in the lease, the Company uses the rate implicit in the lease to discount lease payments to present value. However, for most of the Company’s leases, such as its ground subleases and equipment leases, the Company cannot readily determine the implicit rate. Accordingly, the Company uses its incremental borrowing rate to discount the lease payments for such leases based on the information available at the commencement date. Lease terms include options to extend or terminate the lease when it is reasonably certain that such option will be exercised. The Company’s triple-net operating leases each contain renewal periods at the Company’s option, each of which are not considered to be reasonably certain of being exercised. Many of the Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. For finance leases, the ROU asset depreciates on a straight-line basis over the shorter of the lease term or useful life of the ROU asset and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement.

Refer to Note 98 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,~~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 ~~$19 million and $52~~$14 million recorded within food and beverage revenue ~~respectively,~~ and ~~$30 million and $85~~$26 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.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. Shares repurchased pursuant to the Company’s share repurchase plans are retired upon purchase. The cost of the repurchases in excess of the aggregate par value of the shares reduces capital in excess of par value, to the extent available, with any residual cost applied against retained earnings.

NOTE 3 — ACQUISITIONS AND DIVESTITURES

LeoVegas acquisition. On May 2, 2022, the Company commenced a public offer to the shareholders of LeoVegas to tender 100% of the shares at a price of SEK 61 in cash per share. On September 7, 2022, the Company completed its tender offer and acquired 65% of the outstanding shares of LeoVegas and, at the completion of an extended acceptance period on September 22, 2022, acquired an additional 2% of outstanding shares, for an aggregate cash tender price of $370 million. During the tender offer period, the Company had acquired 31% of outstanding shares in open market purchases that had an acquisition-date fair value of approximately $172 million. As the Company’s previous 31% ownership interest was accounted for at fair value, no gain or loss was recorded upon consolidation. The remaining outstanding shares, with a fair value of approximately $11 million based upon the tender price, ~~will be~~were settled by the Company infor cash in connection with squeeze-out ~~proceedings.~~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. 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 and technology, which are finite-lived intangibles that are amortized over each of their estimated useful lives of five years. Goodwill is primarily attributable to the profitability of LeoVegas in excess of identifiable assets as well as expected synergies and is not deductible for tax purposes. All of the goodwill was assigned to Corporate and other. The allocation of fair value is preliminary as of September 30, 2022 and is primarily open for the valuation of the acquired intangible assets and for income tax impacts, and may be adjusted up to one year after the acquisition.

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


~~Cash and cash equivalents~~	$	~~93,407~~
~~Receivables and other current assets~~	~~36,872~~
~~Technology~~	~~126,162~~
~~Trademarks~~	~~166,356~~
~~Customer lists~~	~~140,843~~
~~Goodwill~~	~~238,040~~
~~Other long-term assets~~	~~19,181~~
~~Accounts payable, accrued liabilities, and other current liabilities~~	~~(118,302)~~
~~Debt~~	~~(104,439)~~
~~Other long-term liabilities~~	~~(39,564)~~
~~Noncontrolling interests~~	~~(2,861)~~
	$	~~555,695~~

The operating results for LeoVegas are included in the consolidated statements of operations from the date of acquisition. LeoVegas’s net revenue for the period from September 7, 2022 through September 30, 2022 was $31 million and operating loss and net loss were $3 million and $4 million, respectively.

The Cosmopolitan acquisition. On May 17, 2022, the Company acquired 100% of the equity interests in the entities that own the operations of The Cosmopolitan for cash consideration of $1.625 billion plus working capital adjustments for a total purchase price of approximately $1.7 billion. The acquisition expands the Company’s customer base and provides a greater depth of choices and experiences for guests in Las Vegas.

~~The~~ Company recognized 100% of the acquired assets and assumed liabilities at fair value at the date of the acquisition. Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction. The Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs. The estimated fair values of the identified intangible assets were determined using methodologies under the income approach based on significant inputs that were not observable. The intangible assets include trademarks, which is an indefinite-lived intangible asset, and customer lists, which is amortized over its estimated useful life of seven years. Goodwill, which is deductible for tax purposes, is primarily attributable to the profitability of The Cosmopolitan in excess of identifiable assets as well as expected synergies. All of the goodwill was assigned to the Company’s Las Vegas Strip Resorts segment. As of September 30, 2022, the purchase price allocation is preliminary, however, the Company does not expect material changes to the value of the assets acquired or liabilities assumed.

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


~~Cash and cash equivalents~~	$	~~80,670~~
~~Receivables and other current assets~~	~~94,354~~
~~Property and equipment~~	~~120,912~~
~~Trademarks~~	~~130,000~~
~~Customer lists~~	~~95,000~~
~~Goodwill~~	~~1,289,468~~
~~Operating lease right-of-use-assets, net~~	~~3,404,894~~
~~Other long-term assets~~	~~23,709~~
~~Accounts payable, accrued liabilities, and other current liabilities~~	~~(145,136)~~
~~Operating lease liabilities~~	~~(3,401,815)~~
~~Other long-term liabilities~~	~~(1,570)~~
	$	~~1,690,486~~

The operating results for The Cosmopolitan are included in the consolidated statements of operations from the date of acquisition. The Cosmopolitan’s net revenue for the period from May 17, 2022 through September 30, 2022 was $465 million and operating income and net income were each $57 million.

~~CityCenter acquisition.~~ On September 27, 2021, the Company acquired Infinity World’s 50% ownership interest in CityCenter for cash consideration of $2.125 billion. Prior to the acquisition, the Company held a 50% ownership interest, which was accounted for under the equity method. Through the acquisition, the Company obtained 100% of the equity interests and therefore consolidated CityCenter as of September 27, 2021. The fair value of the equity interests was determined by the transaction price and equaled $4.25 billion. The carrying value of the Company's equity method investment was less than its share of the fair value of CityCenter at the acquisition date, resulting in a net gain of $1.6 billion upon consolidation, which was recognized as "Gain on consolidation of CityCenter, net" on the consolidated statements of operations.

On September 28, 2021, the Company sold the real estate assets of Aria (including Vdara) for cash consideration of $3.89 billion and entered into a lease agreement pursuant to which the Company leases back the real property. The Company classified the real estate assets as held for sale as of the acquisition date and accordingly measured the real estate assets at fair value less costs to sell, as reflected in the table below. See Note 9 for discussion of the lease.

The Company recognized 100% of the assets and liabilities of CityCenter at fair value at the date of the acquisition. Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction. ~~The Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs.~~ The fair value of the acquired indefinite-lived trademarks was determined using methodologies under the relief from royalty method based on significant inputs that were not observable. The goodwill is primarily attributable to the profitability of CityCenter in excess of identifiable assets, of which approximately 50% of the goodwill is deductible for income tax purposes. All of the goodwill was assigned to the Company’s Las Vegas Strip Resorts segment.

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


~~Cash and cash equivalents~~	$	~~335,396~~
~~Receivables and other current assets~~	~~106,417~~
~~Property and equipment - real estate assets held for sale~~	~~3,888,431~~
~~Property and equipment~~	~~323,093~~
~~Trademarks~~	~~180,000~~
~~Goodwill~~	~~1,397,338~~
~~Other long-term assets~~	~~13,923~~
~~Accounts payable, accrued liabilities, and other current liabilities~~	~~(201,093)~~
~~Debt~~	~~(1,729,451)~~
~~Other long-term liabilities~~	~~(64,054)~~
	$	~~4,250,000~~

Unaudited pro forma information - ~~CityCenter and~~ The Cosmopolitan ~~acquisitions~~acquisition. The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of ~~its controlling interest of CityCenter had occurred as of January 1, 2020 and the acquisition of~~ The Cosmopolitan had occurred as of January 1, 2021. The pro forma information excludes the gain on consolidation of CityCenter and does not reflect transactions that occurred subsequent to acquisition, such as the Aria real estate sale-leaseback transaction or the repayment of CityCenter’s assumed debt. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of the indicated date. Pro forma results of operations for the LeoVegas acquisition have not been included because it is not material to the consolidated results of operations.

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
(In thousands)
Net revenues $ 3,416,072 $ 3,208,590 $ 9,958,088 $ 7,762,826
Net income (loss) attributable to MGM Resorts International (576,830) 226,231 1,203,246 37,454


	Three Months Ended March 31,
	2022
	(In thousands)
Net revenues	$	3,119,738
Net income (loss) attributable to MGM Resorts International	(1,854)

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.

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.~~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. The fixed exchange ratio represents an agreed upon price of $43 per share of MGP Class A share to the five-day volume weighted average price of VICI stock as of the close of business on July 30, 2021. In connection with the exchange, VICI OP redeemed the majority of the Company’s VICI OP units for cash consideration of $4.4 billion, with the Company retaining an approximate 1% ownership interest in VICI OP that had a fair value of approximately $375 million. MGP’s Class B share that was held by the Company was cancelled. Accordingly, the Company no longer ~~holds~~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 9.8. The ~~lease between the Company and VICI BREIT Venture for the real estate assets of~~ Mandalay Bay and MGM Grand Las Vegas lease 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~~

The ~~Mirage.~~Mirage transaction. On December ~~13, 2021,~~19, 2022, the Company ~~entered into an agreement to sell~~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, ~~subject to certain~~or $1.1 billion, net of purchase price ~~adjustments. Upon~~adjustments and transaction costs. At closing, the master lease between the Company and VICI ~~will be~~was amended to remove The Mirage and to reflect a $90 million reduction in annual cash rent. The transaction is expected to close during the fourth quarter of 2022, subject to certain closing conditions, including, but not limited to, the receipt of regulatory approvals. The closing condition that the VICI Transaction is consummated or terminated was resolved upon the closing of such transaction and, accordingly, the asset group is classified as held for sale as of September 30, 2022.

Gold Strike Tunica. On ~~June 9, 2022,~~February 15, 2023, the Company ~~entered into an agreement to sell~~completed the sale of the operations of Gold Strike Tunica to CNE for cash consideration of $450 million, ~~subject to certain~~or $473 million, net of purchase price ~~adjustments. Upon~~adjustments and transaction costs. At closing, the master lease between the Company and VICI ~~will be~~was amended to remove Gold Strike Tunica and to reflect a $40 million reduction in annual cash rent. The ~~transaction is expected to close during~~Company recognized a $398 million gain recorded within “Property transactions, net.” The gain reflects the ~~first quarter~~net cash consideration less the net carrying value of ~~2023, subject to certain closing conditions, including, but not limited to,~~ the ~~receipt~~assets and liabilities derecognized of ~~regulatory approvals. The asset group is classified as held for sale as of September 30, 2022.~~$75 million.

The ~~Mirage and~~operations of Gold Strike Tunica are not classified as discontinued operations because the Company concluded that the ~~sales are~~sale is not a strategic shift that ~~have~~has a major effect on the Company’s operations or its financial results and ~~they do~~it does 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~~derecognized are as follows:

The Mirage Gold Strike Tunica
(In thousands)
Assets
Cash and cash equivalents $ 18,636 $ 21,020
Accounts receivable, net 19,102 2,404
Inventories 5,371 978
Prepaid expenses and other 8,139 1,786
Property and equipment, net 25,755 20,269
Goodwill 10,249 40,523
Other intangible assets, net 3,095 5,700
Operating lease right-of-use assets, net 1,322,219 511,090
Other long-term assets, net 7,046 1,406
Assets held for sale $ 1,419,612 $ 605,176
Liabilities
Accounts payable $ 10,773 $ 5,914
Other accrued liabilities 65,924 17,738
Other long-term obligations 6,666 2,538
Operating lease liabilities 1,328,710 515,777
Liabilities related to assets held for sale $ 1,412,073 $ 541,967


	Gold Strike Tunica
	(In thousands)
Cash and cash equivalents	$	26,911
Accounts receivable, net	2,466
Inventories	1,087
Prepaid expenses and other	1,522
Property and equipment, net	21,300
Goodwill	40,523
Other intangible assets, net	5,700
Operating lease right-of-use assets, net	507,231
Other long-term assets, net	1,251
Total assets	$	607,991
Accounts payable	$	1,657
Other accrued liabilities	13,778
Other long-term obligations	1,707
Operating lease liabilities	516,136
Total liabilities	$	533,278

NOTE 4 ~~— PROPERTY AND EQUIPMENT, NET~~

~~Property and equipment, net consisted of the following:~~

September 30,
2022 December 31,
2021
(In thousands)
Land $ 437,387 $ 4,082,842
Buildings, building improvements and land improvements 4,466,445 12,236,042
Furniture, fixtures and equipment 4,318,266 5,722,565
Construction in progress 501,244 421,445
9,723,342 22,462,894
Less: Accumulated depreciation (4,802,569) (8,179,310)
Finance lease ROU assets, net 168,523 151,909
$ 5,089,296 $ 14,435,493

~~NOTE 5~~ — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

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


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(In thousands)					(In thousands)
VICI BREIT Venture (50.1% owned by MGP OP through April 28, 2022)		$	—	$	816,756
BetMGM (50%)	BetMGM (50%)	54,002		41,060		BetMGM (50%)	$	—	$	31,760
Other	Other	131,756		109,228		Other	153,856		141,279
		$	185,758	$	967,044		$	153,856	$	173,039

16The 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 ~~income (loss)~~loss from unconsolidated affiliates ~~including adjustments for basis differences,~~ as follows:

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
(In thousands)
Income (loss) from unconsolidated affiliates $ (17,467) $ 35,111 $ (119,888) $ 92,870
Non-operating items from unconsolidated affiliates (995) (23,421) (22,248) (67,473)
$ (18,462) $ 11,690 $ (142,136) $ 25,397


	Three Months Ended March 31,
	2023		2022
	(In thousands)
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)~~loss from unconsolidated affiliates:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
		(In thousands)									(In thousands)
CityCenter		$	—	$	40,747	$	—	$	128,127
VICI BREIT Venture		—		38,959		51,051		116,876
MGP BREIT Venture (through April 29, 2022)										MGP BREIT Venture (through April 29, 2022)	$	—	$	38,936
BetMGM	BetMGM	(23,582)		(49,060)		(186,804)		(154,275)		BetMGM	(81,872)		(91,993)
Other	Other	6,115		4,465		15,865		2,142		Other	6,873		6,219
		$	(17,467)	$	35,111	$	(119,888)	$	92,870		$	(74,999)	$	(46,838)

~~Refer to Note 3 for discussion of~~In connection with the ~~acquisition~~VICI Transaction in April 2022, the Company deconsolidated MGP and, ~~consolidation of CityCenter in September 2021 and for discussion of the derecognition of~~accordingly, derecognized the assets and liabilities of MGP, which included MGP OP’s investment in ~~VICI~~MGP BREIT ~~Venture, in April 2022.~~Venture.

~~VICI~~MGP BREIT Venture distributions. For the ~~nine~~three months ended ~~September 30,~~March 31, 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.~~from MGP BREIT Venture.

BetMGM contributions. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, the Company contributed ~~$50~~$25 million and ~~$200 million to BetMGM, respectively. For the three and nine months ended September 30, 2021, the Company contributed $50 million and $150~~$125 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.

NOTE 65 — GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consisted of the following:

September 30,
2022 December 31,
2021
(In thousands)
Goodwill $ 4,945,188 $ 3,480,997
Indefinite-lived intangible assets:
Trademarks $ 762,969 $ 479,238
Gaming rights and other 384,593 378,098
Total indefinite-lived intangible assets 1,147,562 857,336
Finite-lived intangible assets:
MGM Grand Paradise gaming subconcession 4,491,735 4,516,532
Less: Accumulated amortization (3,275,181) (1,865,219)
1,216,554 2,651,313
Customer lists 285,841 52,000
Less: Accumulated amortization (47,314) (32,188)
238,527 19,812
Other gaming rights 106,600 106,600
Less: Accumulated amortization (31,539) (26,209)
75,061 80,391
Technology and other 136,051 13,207
Less: Accumulated amortization (7,592) (5,674)
128,459 7,533
Total finite-lived intangible assets, net 1,658,601 2,759,049
Total other intangible assets, net $ 2,806,163 $ 3,616,385

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

2022
Balance at January 1 Acquisitions Reclassifications Currency exchange Balance at September 30
(In thousands)
Las Vegas Strip Resorts $ 1,427,790 $ 1,289,468 $ (10,249) $ — $ 2,707,009
Regional Operations 701,463 — (40,523) — 660,940
MGM China 1,351,744 — — (9,163) 1,342,581
Corporate and other — 238,040 — (3,382) 234,658
$ 3,480,997 $ 1,527,508 $ (50,772) $ (12,545) $ 4,945,188

2021
Balance at January 1 Acquisitions Reclassifications Currency exchange Balance at December 31
(In thousands)
Las Vegas Strip Resorts $ 30,452 $ 1,397,338 $ — $ — $ 1,427,790
Regional Operations 701,463 — — — 701,463
MGM China 1,359,363 — — (7,619) 1,351,744
$ 2,091,278 $ 1,397,338 $ — $ (7,619) $ 3,480,997

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.


	March 31, 2023		December 31, 2022
	(In thousands)
Goodwill	$	5,024,905	$	5,029,312

Indefinite-lived intangible assets:
Trademarks	$	756,378	$	754,431
Gaming rights and other	385,129		385,060
Total indefinite-lived intangible assets	1,141,507		1,139,491
Finite-lived intangible assets:
MGM Grand Paradise gaming subconcession	—		4,519,486
Less: Accumulated amortization	—		(4,519,486)
	—		—
Customer lists	284,937		283,232
Less: Accumulated amortization	(71,914)		(60,055)
	213,023		223,177
Gaming rights	332,032		106,600
Less: Accumulated amortization	(40,723)		(33,316)
	291,309		73,284
Technology and other	130,530		129,061
Less: Accumulated amortization	(20,218)		(13,761)
	110,312		115,300
Total finite-lived intangible assets, net	614,644		411,761
Total other intangible assets, net	$	1,756,151	$	1,551,252

MGM Grand Paradise gaming ~~subconcession.~~subconcession and concession. ~~As described in Note 1, the enactment of the new Macau gaming law in June 2022 provides for material changes~~Pursuant 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 determinedconcession contract that ~~the existing~~ MGM Grand Paradise ~~gaming subconcession and new gaming concession, if obtained, would be two separate units of account.~~

~~Further, as~~entered into with the ~~material changes in the legal and regulatory environment could have an adverse effect on the value of~~Macau government, which commenced January 1, 2023, MGM Grand ~~Paradise’s gaming subconcession, the Company concluded that~~Paradise is required, among other things, to pay 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~~fixed annual premium 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 bean annual variable premium based on the ~~initial~~number of gaming tables and machines for the term of the ~~MGM Cotai land concession, which ends~~gaming concession. Additionally, in ~~January 2038, and that the useful life should be revised to align~~connection 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~~expiration of the MGM Grand Paradise gaming subconcession ~~will~~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 ~~recognized~~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 ~~its reduced useful life.~~

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.

1914

NOTE 76 — LONG-TERM DEBT

Long-term debt consisted of the following:


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(In thousands)					(In thousands)
MGP OP senior secured credit facility		$	—	$	50,000
MGM China first revolving credit facility	MGM China first revolving credit facility	1,242,070		360,414		MGM China first revolving credit facility	$	879,003	$	1,249,744
MGM China second revolving credit facility	MGM China second revolving credit facility	12,739		—		MGM China second revolving credit facility	—		224,313
LeoVegas revolving credit facility		39,206		—
6% senior notes, due 2023						6% senior notes, due 2023	—		1,250,000
LeoVegas senior notes, due 2023	LeoVegas senior notes, due 2023	62,570		—		LeoVegas senior notes, due 2023	36,571		36,580
7.75% senior notes, due 2022		—		1,000,000
6% senior notes, due 2023		1,250,000		1,250,000
5.625% MGP OP senior notes, due 2024		—		1,050,000
5.375% MGM China senior notes, due 2024	5.375% MGM China senior notes, due 2024	750,000		750,000		5.375% MGM China senior notes, due 2024	750,000		750,000
6.75% senior notes, due 2025	6.75% senior notes, due 2025	750,000		750,000		6.75% senior notes, due 2025	750,000		750,000
5.75% senior notes, due 2025	5.75% senior notes, due 2025	675,000		675,000		5.75% senior notes, due 2025	675,000		675,000
4.625% MGP OP senior notes, due 2025		—		800,000
5.25% MGM China senior notes, due 2025	5.25% MGM China senior notes, due 2025	500,000		500,000		5.25% MGM China senior notes, due 2025	500,000		500,000
5.875% MGM China senior notes, due 2026	5.875% MGM China senior notes, due 2026	750,000		750,000		5.875% MGM China senior notes, due 2026	750,000		750,000
4.5% MGP OP senior notes, due 2026		—		500,000
4.625% senior notes, due 2026	4.625% senior notes, due 2026	400,000		400,000		4.625% senior notes, due 2026	400,000		400,000
5.75% MGP OP senior notes, due 2027		—		750,000
5.5% senior notes, due 2027	5.5% senior notes, due 2027	675,000		675,000		5.5% senior notes, due 2027	675,000		675,000
4.75% MGM China senior notes, due 2027	4.75% MGM China senior notes, due 2027	750,000		750,000		4.75% MGM China senior notes, due 2027	750,000		750,000
4.5% MGP OP senior notes, due 2028		—		350,000
4.75% senior notes, due 2028	4.75% senior notes, due 2028	750,000		750,000		4.75% senior notes, due 2028	750,000		750,000
3.875% MGP OP senior notes, due 2029		—		750,000
7% debentures, due 2036	7% debentures, due 2036	552		552		7% debentures, due 2036	552		552
		8,607,137		12,860,966			6,916,126		8,761,189
Less: Premiums, discounts, and unamortized debt issuance costs, net	Less: Premiums, discounts, and unamortized debt issuance costs, net	(45,878)		(90,169)		Less: Premiums, discounts, and unamortized debt issuance costs, net	(38,151)		(41,899)
		8,561,259		12,770,797			6,877,975		8,719,290
Less: Current portion	Less: Current portion	(1,351,422)		(1,000,000)		Less: Current portion	(36,492)		(1,286,473)
		$	7,209,837	$	11,770,797		$	6,841,483	$	7,432,817

Senior secured credit facility. At ~~September 30, 2022,~~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.~~March 31, 2023.

MGM China first revolving credit facility. At ~~September 30, 2022,~~March 31, 2023, the MGM China first revolving credit facility consisted of a HK$9.75 billion unsecured revolving credit ~~facility, which was fully drawn.~~facility. At ~~September 30, 2022,~~March 31, 2023, the weighted average interest rate was ~~5.23%~~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 MGM China first revolving credit facility covenants at ~~September 30, 2022.~~March 31, 2023.

MGM China second revolving credit facility. At ~~September 30, 2022,~~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~~March 31, 2023, no amounts were drawn on the MGM China second revolving credit ~~facility and the weighted average interest rate was 4.81%.~~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 MGM China second revolving credit facility covenants at ~~September 30, 2022.~~March 31, 2023.

~~LeoVegas revolving credit facility.~~ As of September 30, 2022, the LeoVegas revolving credit facility consisted of a €40 million revolving facility, which was fully drawn. The revolving credit facility matures on November 27, 2023 and has an interest rate based on Euro Interbank Offered Rate plus 250 basis points. As of September 30, 2022, the interest rate was 3.67%.

The LeoVegas revolving credit facility contains customary representations and warranties, events of default, and positive, negative, and financial covenants, including compliance with a maximum leverage ratio and minimum interest coverage ratio. LeoVegas was in compliance with its applicable revolving credit facility covenants at September 30, 2022.

The revolving credit facility contains a change-of-control provision which requires repayment of the facility, together with accrued interest, within 60 days following a change-of-control event. As the Company’s acquisition of LeoVegas triggers the change-of-control provision, the revolving credit facility is classified as current.

Senior notes. In March 2023, the Company repaid its $1.25 billion 6% notes due 2023 upon maturity. In March 2022, the Company repaid its $1.0 billion 7.75% notes due 2022 upon maturity.

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

~~MGP OP senior secured credit facility and MGP OP senior notes.~~ In April 2022, the MGP OP senior secured credit facility and the senior notes of MGP OP were derecognized in connection with the deconsolidation of MGP as a result of the VICI Transaction. In March 2022, MGP OP terminated its interest rate swap agreements.

~~LeoVegas senior unsecured notes.~~ As of September 30, 2022, LeoVegas had senior unsecured notes of SEK 700 million in aggregate principal outstanding and have an option to increase the issuance to SEK 800 million. The notes mature on December 10, 2023 with interest payable quarterly in arrears at an interest rate based on Stockholm Interbank Offered Rate plus 550 basis points. As of September 30, 2022, the interest rate was 6.98%.

The LeoVegas senior unsecured notes contains customary representations and warranties, events of default, and positive, negative, and financial covenants, including compliance with a maximum leverage ratio. LeoVegas was in compliance with its applicable senior unsecured notes covenants at September 30, 2022.

The senior unsecured notes contain a change-of-control provision which provides for the holders to request that all or a portion of the principal amount held be repurchased at a price of 101%, together with accrued interest, during a period of 60 days following notice. As the Company’s acquisition of LeoVegas triggers the change-of-control provision, the senior unsecured notes are classified as current.

Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was ~~$7.8~~$6.6 billion and ~~$13.4~~$8.4 billion at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. ~~Fair value was estimated using quoted market prices for the Company’s senior notes and credit facilities.~~

NOTE 87 — INCOME TAXES

For interim income tax reporting the Company estimates its annual effective tax rate and applies it to its year-to-date ordinary income. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. The Company’s effective income tax rate was a ~~benefit~~provision of ~~10.6%~~25.7% on ~~loss~~income before income taxes and a ~~provision~~benefit of ~~43.8%~~51.1% on ~~income~~loss before income taxes for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023, and 2022, ~~respectively, compared to a provision of 17.4% and 16.9% on income before income taxes for the three and nine months ended September 30, 2021,~~ respectively.

The Company recognizes deferred income tax assets, net of applicable reserves, related to net operating losses, tax credit carryforwards and certain temporary differences. The Company recognizes future tax benefits to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied.

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

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

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

NOTE 98 — LEASES

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

Real estate assets and land. The Company leases the real estate assets of its domestic ~~resorts~~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 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 ~~September 30, 2022.~~March 31, 2023.

Bellagio lease. The Company leases the real estate assets of Bellagio from ~~the~~ Bellagio BREIT Venture. The Bellagio lease commenced November 15, 2019 and has an initial term of 30 years with two 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 10 years and, thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3% during the 11th through 20th years and 4% thereafter. Annual cash rent payments for the ~~third~~fourth lease year that commenced on December 1, ~~2021~~2022 increased to ~~$255~~$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.~~subsidiaries of VICI. 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~~fourth lease year that commenced on March 1, ~~2022~~2023 increased to ~~$304~~$310 million as a result of the 2% fixed annual escalator.

Aria and Vdara lease. The Company leases the real estate assets of Aria ~~(including Vdara)~~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 VICI lease commenced April 29, 2022 and has an initial term of 25 years, with three 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 10 years, and thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year subject to a cap of 3%. Additionally, the VICI lease provides VICI with a right of first offer with respect to any further gaming development by the Company on the undeveloped land adjacent to Empire City, which VICI may exercise should the Company elect to sell the property. Annual cash rent payments for the first lease year that commenced on April 29, 2022 was $860 million. In December 2022, in connection with the sale of the operations of The Mirage, the VICI lease was amended to remove The Mirage and to reflect a $90 million reduction in annual cash rent, 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. The ground subleases of Beau Rivage and National Harbor are classified as operating leases and the ground sublease of Borgata is classified as a finance lease.

The Cosmopolitan lease. The Company leases the real estate assets of The Cosmopolitan from a subsidiary of BREIT. The Cosmopolitan lease commenced May 17, 2022 and has an initial term of 30 years with three 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3%. Annual cash rent payments for the first lease year that commenced on May 17, 2022 was $200 million.

MGM China land concessions. MGM Grand Paradise has MGM Macau and MGM Cotai land concession contracts with the government of Macau, each with an initial 25-year contract term ending in April 2031 and January 2038, respectively, with a right to renew for further consecutive periods of 10 years, at MGM Grand Paradise’s option. The land leases are classified as operating leases.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
		(In thousands)									(In thousands)
Operating lease cost, primarily classified within “General and administrative”(1)	Operating lease cost, primarily classified within “General and administrative”(1)	$	615,137	$	201,265	$	1,375,973	$	599,219	Operating lease cost, primarily classified within “General and administrative”(1)	$	580,988	$	271,849

Finance lease costs	Finance lease costs									Finance lease costs
Interest expense~~(2)~~	Interest expense~~(2)~~	$	2,037	$	1,186	$	4,741	$	134	Interest expense~~(2)~~	$	1,414	$	893
Amortization expense	Amortization expense	18,406		17,785		58,056		53,271		Amortization expense	17,526		20,157
Total finance lease costs	Total finance lease costs	$	20,443	$	18,971	$	62,797	$	53,405	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,~~March 31, 2023 and 2022 ~~and 2021 and $248 million for each of the nine months ended September 30, 2022 and 2021~~ related to the Bellagio ~~lease.~~lease, which is held with a related party.

~~(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.~~

2317


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(In thousands)					(In thousands)
Operating leases	Operating leases					Operating leases
Operating lease right-of-use assets, net(1)		$	24,655,971	$	11,492,805
Operating lease ROU assets, net(1)						Operating lease ROU assets, net(1)	$	24,403,384	$	24,530,929
Operating lease liabilities - current, classified within “Other accrued liabilities”	Operating lease liabilities - current, classified within “Other accrued liabilities”	$	50,108	$	31,706	Operating lease liabilities - current, classified within “Other accrued liabilities”	$	56,866	$	53,981
Operating lease liabilities - long-term(2)	Operating lease liabilities - long-term(2)	25,144,876		11,802,464		Operating lease liabilities - long-term(2)	25,145,321		25,149,299
Total operating lease liabilities	Total operating lease liabilities	$	25,194,984	$	11,834,170	Total operating lease liabilities	$	25,202,187	$	25,203,280

Finance leases	Finance leases					Finance leases
Finance lease right-of-use assets, net classified within “Property and equipment, net”		$	168,523	$	151,909
Finance lease ROU assets, net classified within “Property and equipment, net”						Finance lease ROU assets, net classified within “Property and equipment, net”	$	133,031	$	150,571
Finance lease liabilities - current, classified within “Other accrued liabilities”	Finance lease liabilities - current, classified within “Other accrued liabilities”	$	69,862	$	87,665	Finance lease liabilities - current, classified within “Other accrued liabilities”	$	52,492	$	72,420
Finance lease liabilities - long-term, classified within “Other long-term obligations”	Finance lease liabilities - long-term, classified within “Other long-term obligations”	101,420		75,560		Finance lease liabilities - long-term, classified within “Other long-term obligations”	87,530		88,181
Total finance lease liabilities	Total finance lease liabilities	$	171,282	$	163,225	Total finance lease liabilities	$	140,022	$	160,601

Weighted average remaining lease term (years)	Weighted average remaining lease term (years)					Weighted average remaining lease term (years)
Operating leases	Operating leases	27		29		Operating leases	26		26
Finance leases	Finance leases	13		2		Finance leases	15		14

Weighted average discount rate (%)	Weighted average discount rate (%)					Weighted average discount rate (%)
Operating leases	Operating leases	7		7		Operating leases	7		7
Finance leases	Finance leases	5		3		Finance leases	5		5

(1)As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, operating lease right-of-use assets, net included ~~$3.6~~$3.5 billion related to the Bellagio lease.

(2)As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, operating lease liabilities – long-term included $3.8 billion related to the Bellagio lease.


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash paid for amounts included in the measurement of lease liabilities	Cash paid for amounts included in the measurement of lease liabilities	(In thousands)				Cash paid for amounts included in the measurement of lease liabilities	(In thousands)
Operating cash outflows from operating leases	Operating cash outflows from operating leases	$	1,065,498	$	483,031	Operating cash outflows from operating leases	$	453,480	$	211,326
Operating cash outflows from finance leases	Operating cash outflows from finance leases	4,746		3,685		Operating cash outflows from finance leases	1,787		945
Financing cash outflows from finance leases(1)	Financing cash outflows from finance leases(1)	69,663		55,815		Financing cash outflows from finance leases(1)	21,119		22,649

ROU assets obtained in exchange for new lease liabilities	ROU assets obtained in exchange for new lease liabilities					ROU assets obtained in exchange for new lease liabilities
Operating leases	Operating leases	$	15,538,156	$	3,388,103	Operating leases	$	4,581	$	4,480
Finance leases	Finance leases	87,840		21,081		Finance leases	—		—

(1)Included within “Other” within “Cash flows from financing activities” on the consolidated statements of cash flows.

2418

Maturities of lease liabilities were as follows:


		Operating Leases		Finance Leases			Operating Leases		Finance Leases
Year ending December 31,	Year ending December 31,	(In thousands)				Year ending December 31,	(In thousands)
2022 (excluding the nine months ended September 30, 2022)		$	440,304	$	19,062
2023		1,795,191		72,205
2023 (excluding the three months ended March 31, 2023)						2023 (excluding the three months ended March 31, 2023)	$	1,348,967	$	56,396
2024	2024	1,825,515		8,752		2024	1,827,193		8,756
2025	2025	1,855,909		8,250		2025	1,856,510		8,255
2026	2026	1,883,083		7,016		2026	1,883,512		7,021
2027						2027	839,733		6,992
Thereafter	Thereafter	52,805,135		142,179		Thereafter	51,965,891		135,187
Total future minimum lease payments	Total future minimum lease payments	60,605,137		257,464		Total future minimum lease payments	59,721,806		222,607
Less: Amount of lease payments representing interest	Less: Amount of lease payments representing interest	(35,410,153)		(86,182)		Less: Amount of lease payments representing interest	(34,519,619)		(82,585)
Present value of future minimum lease payments	Present value of future minimum lease payments	25,194,984		171,282		Present value of future minimum lease payments	25,202,187		140,022
Less: Current portion	Less: Current portion	(50,108)		(69,862)		Less: Current portion	(56,866)		(52,492)
Long-term portion of lease liabilities	Long-term portion of lease liabilities	$	25,144,876	$	101,420	Long-term portion of lease liabilities	$	25,145,321	$	87,530

NOTE 109 — COMMITMENTS AND CONTINGENCIES

Litigation. The Company is a party to various legal proceedings, most of which relate to routine matters incidental to its business. Management does not believe that the outcome of such proceedings will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Other guarantees. The Company and its subsidiaries are party to various guarantee contracts in the normal course of business, which are generally supported by letters of credit issued by financial institutions. The Company’s senior credit facility limits the amount of letters of credit that can be issued to $1.35 billion. At ~~September 30, 2022, $33~~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.~~guarantees. In ~~May 2019, in~~ connection with the ~~extension~~issuance of the ~~term of its~~ gaming ~~subconcession to June 2022, MGM Grand Paradise~~concession in January 2023, bank guarantees were provided ~~a bank guarantee~~ to the government of Macau in the amount of MOP ~~820 million~~1 billion (approximately ~~$101~~$124 million as of ~~September 30, 2022)~~March 31, 2023) to warrant the fulfillment of ~~an existing commitment of~~ labor liabilities ~~upon expiration~~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 ~~gaming subconcession.~~ ~~In September~~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 ~~June 2022 extension~~three months ended March 31, 2023, MOP 700 million 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~~guarantees (approximately ~~$109~~$87 million as of ~~September 30, 2022).~~March 31, 2023) were secured by pledged cash as of March 31, 2023.

~~Bellagio BREIT Venture shortfall guarantee.~~Shortfall guarantees. The Company provides a shortfall ~~guarantee~~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.~~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 ~~guarantee~~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 ~~Bellagio~~the applicable property owned by ~~Bellagio BREIT Venture,~~the landlord, and the debt obligation. ~~This guarantee is~~The guarantees are accounted for under ASC 460 at fair value; such value is immaterial.

~~VICI BREIT Venture shortfall guarantee.~~ The Company provides a shortfall guarantee of the $3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of VICI BREIT Venture, which has an initial term of 12 years, maturing in 2032, with an anticipated repayment date of March 2030. The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of Mandalay Bay and MGM Grand Las Vegas, owned by VICI BREIT Venture, and the debt obligation. This guarantee is accounted for under ASC 460 at fair value; such value is immaterial.

NOTE 1110 — EARNINGS PER SHARE

The table below reconciles basic and diluted earnings per share of common stock. Diluted weighted-average common and common equivalent shares include adjustments for potential dilution of share-based awards outstanding under the Company’s stock compensation plan.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
		(In thousands)
Numerator:	Numerator:									Numerator:
Net income (loss) attributable to MGM Resorts International	Net income (loss) attributable to MGM Resorts International	$	(576,830)	$	1,350,433	$	1,189,091	$	1,123,357	Net income (loss) attributable to MGM Resorts International	$	466,807	$	(18,016)
Adjustment related to redeemable noncontrolling interests	Adjustment related to redeemable noncontrolling interests	8,043		(7,580)		(13,355)		(54,019)		Adjustment related to redeemable noncontrolling interests	1,297		(8,986)
Net income (loss) attributable to common stockholders – basic and diluted	Net income (loss) attributable to common stockholders – basic and diluted	$	(568,787)	$	1,342,853	$	1,175,736	$	1,069,338	Net income (loss) attributable to common stockholders – basic and diluted	$	468,104	$	(27,002)
Denominator:	Denominator:									Denominator:
Weighted-average common shares outstanding – basic	Weighted-average common shares outstanding – basic	393,295		478,405		417,686		487,509		Weighted-average common shares outstanding – basic	374,085		442,916
Potential dilution from share-based awards	Potential dilution from share-based awards	—		5,810		4,084		5,675		Potential dilution from share-based awards	4,010		—
Weighted-average common and common equivalent shares – diluted	Weighted-average common and common equivalent shares – diluted	393,295		484,215		421,770		493,184		Weighted-average common and common equivalent shares – diluted	378,095		442,916
Antidilutive share-based awards excluded from the calculation of diluted earnings per share	Antidilutive share-based awards excluded from the calculation of diluted earnings per share	5,258		77		591		32		Antidilutive share-based awards excluded from the calculation of diluted earnings per share	276		6,687

NOTE 1211 — STOCKHOLDERS’ EQUITY

MGM Resorts International ~~dividends.~~stock repurchases. ~~On November 2,~~In March 2022, the ~~Company’s~~ ~~Board of Directors approved a quarterly dividend of $0.0025 per share~~Company announced 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~~the Board of Directors authorized a $2.0 billion stock repurchase plan, and, in ~~March 2022 and~~February 2023, the Company announced that the Board of Directors authorized a ~~$3.0~~$2.0 billion stock repurchase ~~plan in February 2020.~~plan. Under ~~the~~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,~~March 31, 2022, the Company repurchased approximately 1723 million shares of its common stock at an average price of $39.89 per share for an aggregate amount of $687 million. During the nine months ended September 30, 2021, the Company repurchased approximately 26 million shares of its common stock at an average price of $39.56 per share for an aggregate amount of $1.0 ~~billion. Repurchased shares were retired.~~

During the three months ended September 30, 2022, the Company repurchased approximately 10 million shares of its common stock at an average price of $30.69 per share for an aggregate amount of $307 million. During the nine months ended September 30, 2022, the Company repurchased approximately 66 million shares of its common stock at an average price of $36.87 per share for an aggregate amount of $2.4 billion, which included the February 2022 repurchase of 4.5 million shares ~~at a price of $45.00 per share~~ for an aggregate amount of $202.5 million from funds managed by Corvex Management LP, a related party. Repurchased shares were retired.

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 ~~February 2020 $3.0 billion~~March 2022 stock repurchase plan was completed. Repurchased shares were retired. The remaining availability under the ~~March 2022~~February 2023 $2.0 billion stock repurchase plan was ~~$827 million~~$2.0 billion as of ~~September 30, 2022.~~March 31, 2023.

Subsequent to the quarter ended ~~September 30, 2022,~~March 31, 2023, the Company repurchased 6approximately 4 million shares of its common stock ~~at an average price of $31.76 per share~~ for an aggregate amount of ~~$183 million.~~$172 million, excluding excise tax. Repurchased shares were retired.

Accumulated other comprehensive ~~loss.~~income. Changes in accumulated other comprehensive ~~loss~~income attributable to MGM Resorts International are as follows:

Currency Translation Adjustments Cash Flow Hedges Other Total
(In thousands)
Balances, July 1, 2022 $ (17,800) $ — $ 858 $ (16,942)
Other comprehensive loss, net of tax (17,563) — — (17,563)
Other comprehensive loss attributable to noncontrolling interest 675 — — 675
Balances, September 30, 2022 $ (34,688) $ — $ 858 $ (33,830)
Balances, January 1, 2022 $ (907) $ (41,634) $ 17,925 $ (24,616)
Other comprehensive income (loss) before reclassifications (45,357) 30,692 — (14,665)
Amounts reclassified from accumulated other comprehensive loss to interest expense — 7,000 — 7,000
Other comprehensive income (loss), net of tax (45,357) 37,692 — (7,665)
Other changes in accumulated other comprehensive loss:
Deconsolidation of MGP — 28,151 (17,067) 11,084
Changes in accumulated other comprehensive loss (45,357) 65,843 (17,067) 3,419
Other comprehensive loss (income) attributable to noncontrolling interest 11,576 (24,209) — (12,633)
Balances, September 30, 2022 $ (34,688) $ — $ 858 $ (33,830)


	Currency Translation Adjustments		Other		Total
	(In thousands)
Balances, January 1, 2023	$	34,435	$	(936)	$	33,499
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 comprehensive loss attributable to noncontrolling interest	2,487		—		2,487
Balances, March 31, 2023	$	36,873	$	(65)	$	36,808

2720

NOTE 1312 — SEGMENT INFORMATION

The Company’s management views each of its casino ~~resorts~~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. The Company has aggregated its operating segments into the following reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China.

Las Vegas Strip Resorts. Las Vegas Strip Resorts consists of the following casino ~~resorts:~~resorts in Las Vegas, Nevada: Aria (including Vdara) ~~(upon acquisition in September 2021)~~, 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:~~properties: MGM Grand Detroit in Detroit, Michigan; Beau Rivage in Biloxi, Mississippi; Gold Strike Tunica in Tunica, ~~Mississippi;~~Mississippi (until its disposition in February 2023); Borgata in Atlantic City, New Jersey; MGM National Harbor in Prince George’s County, Maryland; MGM Springfield in Springfield, Massachusetts; Empire City in Yonkers, New York; and MGM Northfield Park in Northfield Park, Ohio.

MGM China. MGM China consists of MGM Macau and MGM Cotai.

The Company’s operations related to LeoVegas (upon 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.

2821

The following tables present the Company’s segment information:
Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
(In thousands)
Net revenue
Las Vegas Strip Resorts
Casino $ 575,868 $ 422,541 $ 1,549,690 $ 1,008,108
Rooms 735,653 403,010 1,916,949 846,053
Food and beverage 599,846 308,522 1,544,886 614,572
Entertainment, retail and other 389,655 246,894 1,089,565 461,766
2,301,022 1,380,967 6,101,090 2,930,499
Regional Operations
Casino 721,192 719,630 2,159,010 2,024,149
Rooms 84,754 70,766 211,780 160,269
Food and beverage 115,432 92,148 312,621 211,661
Entertainment, retail and other, and reimbursed costs 52,557 42,579 141,022 96,677
973,935 925,123 2,824,433 2,492,756
MGM China
Casino 70,325 252,445 422,476 784,984
Rooms 6,989 16,683 30,472 47,585
Food and beverage 7,703 15,808 36,084 50,323
Entertainment, retail and other 2,469 4,123 9,841 13,152
87,486 289,059 498,873 896,044
Reportable segment net revenues 3,362,443 2,595,149 9,424,396 6,319,299
Corporate and other 53,629 112,390 110,873 303,949
$ 3,416,072 $ 2,707,539 $ 9,535,269 $ 6,623,248
Adjusted Property EBITDAR
Las Vegas Strip Resorts $ 846,355 $ 534,548 $ 2,265,256 $ 1,039,472
Regional Operations 321,984 348,234 975,113 908,564
MGM China (70,410) 6,996 (148,157) 20,352
Reportable segment Adjusted Property EBITDAR 1,097,929 889,778 3,092,212 1,968,388

Other operating income (expense)
Corporate and other, net (148,120) (124,745) (552,265) (368,713)
Preopening and start-up expenses (396) (1,547) (1,372) (1,642)
Property transactions, net 11,639 (3,677) (23,704) (842)
Depreciation and amortization (1,405,520) (279,403) (2,060,413) (853,579)
Gain on REIT transactions, net — — 2,277,747 —
Gain on consolidation of CityCenter, net — 1,562,329 — 1,562,329
Triple-net operating lease and ground lease rent expense (604,193) (191,622) (1,350,099) (570,851)
Gain related to sale of Harmon land - unconsolidated affiliate — — — 49,755
Income from unconsolidated affiliates related to real estate ventures 2,690 41,669 59,162 125,007
Operating income (loss) (1,045,971) 1,892,782 1,441,268 1,909,852
Non-operating income (expense)
Interest expense, net of amounts capitalized (125,172) (200,049) (457,822) (598,116)
Non-operating items from unconsolidated affiliates (995) (23,421) (22,248) (67,473)
Other, net (14,316) (49,241) (23,322) 70,302
(140,483) (272,711) (503,392) (595,287)
Income (loss) before income taxes (1,186,454) 1,620,071 937,876 1,314,565
Benefit (provision) for income taxes 125,367 (282,135) (411,131) (222,263)
Net income (loss) (1,061,087) 1,337,936 526,745 1,092,302
Less: Net loss attributable to noncontrolling interests 484,257 12,497 662,346 31,055
Net income (loss) attributable to MGM Resorts International $ (576,830) $ 1,350,433 $ 1,189,091 $ 1,123,357


	Three Months Ended March 31,
	2023		2022
	(In thousands)
Net revenue
Las Vegas Strip Resorts
Casino	$	500,563	$	475,298
Rooms	751,691		485,288
Food and beverage	582,627		384,276
Entertainment, retail and other	341,271		318,030
	2,176,152		1,662,892
Regional Operations
Casino	716,977		703,679
Rooms	67,304		56,114
Food and beverage	111,879		91,138
Entertainment, retail and other, and reimbursed costs	49,683		39,898
	945,843		890,829
MGM China
Casino	555,272		231,203
Rooms	29,493		15,671
Food and beverage	27,625		17,441
Entertainment, retail and other	5,202		4,060
	617,592		268,375
Reportable segment net revenues	3,739,587		2,822,096
Corporate and other	133,709		32,213
	$	3,873,296	$	2,854,309


	Three Months Ended March 31,
	2023		2022
	(In thousands)
Adjusted Property EBITDAR
Las Vegas Strip Resorts	$	835,809	$	593,634
Regional Operations	313,175		313,279
MGM China	168,948		(25,656)
Reportable segment Adjusted Property EBITDAR	1,317,932		881,257

Other operating income (expense)
Corporate and other, net	(211,669)		(210,853)
Preopening and start-up expenses	(139)		(434)
Property transactions, net	396,076		(54,738)
Depreciation and amortization	(203,501)		(288,638)
Triple-net operating lease and ground lease rent expense	(570,555)		(262,452)
Income from unconsolidated affiliates related to real estate ventures	2,695		41,646
Operating income	730,839		105,788
Non-operating income (expense)
Interest expense, net of amounts capitalized	(130,300)		(196,091)
Non-operating items from unconsolidated affiliates	(1,184)		(15,133)
Other, net	46,307		34,302
	(85,177)		(176,922)
Income (loss) before income taxes	645,662		(71,134)
Benefit (provision) for income taxes	(165,779)		36,341
Net income (loss)	479,883		(34,793)
Less: Net (income) loss attributable to noncontrolling interests	(13,076)		16,777
Net income (loss) attributable to MGM Resorts International	$	466,807	$	(18,016)

2922

NOTE 1413 — RELATED PARTY TRANSACTIONS

~~MGP~~

MGP.

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

The annual cash rent payments under the ~~MGP~~ master lease 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 ~~tenant and operating subsidiary sublessee, collectively, met 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, ~~were~~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.~~MGP. Refer to Note 3 for additional information on the VICI Transaction. As part of the ~~transactions,~~transaction, the Company entered into an amended and restated master lease with VICI. Refer to Note 98 for further discussion on the master lease with VICI.

Bellagio BREIT ~~Venture~~

Venture.

The Company has a 5% ownership interest in Bellagio BREIT Venture, which owns the real estate assets of Bellagio and leases such assets to a subsidiary of the Company pursuant to a lease agreement. Refer to Note 98 for further information related to the Bellagio lease.

3023

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis of financial condition and results of operations contain forward-looking statements that involve risks and uncertainties. Please see “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions that may cause our actual results to differ materially from those discussed in the forward-looking statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q, the audited consolidated financial statements and notes for the fiscal year ended December 31, ~~2021,~~2022, which were included in our Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February ~~25, 2022.~~24, 2023. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. MGM Resorts International together with its subsidiaries may be referred to as “we,” “us” or “our.” MGM China Holdings Limited together with its subsidiaries is referred to as “MGM China.” MGM Growth Properties LLC together with its subsidiaries is referred to as “MGP.”

Description of our business

Our primary business is the operation of casino resorts, which offer gaming, hotel, convention, dining, entertainment, retail and other resort amenities. We operate several of the finest casino resorts in the world and we continually reinvest in our resorts to maintain our competitive advantage. Most of our revenue is cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. We rely on the ability of our resorts to generate operating cash flow to pay rent, fund capital expenditures, provide excess cash flow for future development, repay debt financings, and return capital to our shareholders. We lease the real estate assets of our domestic resorts pursuant to triple-net lease agreements and make significant investments in our resorts through newly remodeled hotel rooms, restaurants, entertainment and nightlife offerings, as well as other new features and amenities. We also offer online gaming and sports betting through LeoVegas, ~~our~~a consolidated subsidiary, as well as through BetMGM, ~~our~~an unconsolidated affiliate.

Impact of COVID-19 - Update

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 ~~September 30, 2022,~~March 31, 2023, all of our ~~domestic~~ properties were open and not subject to any COVID-19 related 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. Our 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 our 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.restrictions.

Other Developments

In ~~April 2022,~~February 2023, we completed the ~~VICI Transaction in a stock-for-stock transaction. In connection with the transaction, VICI OP redeemed the majority~~sale of our VICI OP units for cash consideration of $4.4 billion, with us retaining an approximate 1% ownership interest in VICI OP. MGP’s Class B share that was previously held by us was cancelled. Accordingly, we no longer hold a controlling interest in MGP and deconsolidated MGP upon the closing of the transactions. In connection with the VICI Transaction, we entered into an amended and restated master lease with VICI. See Note 3 and Note 9 in the accompanying consolidated financial statements for discussion of the transaction and lease, respectively.

In May 2022, we acquired the operations of The Cosmopolitan for cash consideration of $1.625 billion, plus working capital adjustments for a total purchase price of approximately $1.7 billion. Additionally, we entered into a lease

~~agreement for the real estate assets of The Cosmopolitan. See Note 3 and Note 9 in the accompanying consolidated financial statements for discussion of the transaction and lease, respectively.~~

In June 2022, the Macau government enacted a new gaming law that 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, such as limiting the term of concessions to a maximum of 10 years.

As a result, we reassessed the useful life of the MGM Grand Paradise gaming subconcession intangible asset and reduced the useful life to align with the contractual term of the subconcession, which expires on December 31, 2022, thereby accelerating the recognition of amortization within our statements of operations. See Note 1 and Note 6 in the accompanying consolidated financial statements for further discussion.

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 submitted its bid on September 14, 2022, and believes that MGM Grand Paradise will be successful in obtaining a gaming concession. For a description of certain risks applicable to MGM Grand Paradise’s subconcession and related matters, refer to our Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors– Risks Related to Our Macau Operations.”

In September 2022, we acquired LeoVegas through a tender offer at a cash price of SEK 61 per share, for a total fair value of equity interests acquired of approximately $556 million, inclusive of cash settlement of equity awards. See Note 3 in the accompanying consolidated financial statements for discussion of this transaction.

~~Pending Transactions~~

On December 13, 2021, we 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 us and VICI will be amended to remove The Mirage and reflect a $90 million reduction in annual cash rent. See Note 3 in the accompanying consolidated financial statements for discussion of the transaction.

~~On June 9, 2022, we 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~~At closing, the master lease ~~between us and~~with VICI ~~will be~~was amended to remove Gold Strike Tunica and reflect a $40 million reduction in annual cash rent. ~~See~~Refer to Note 3 in the accompanying consolidated financial statements for further discussion of this transaction.

In April 2023, the ~~transaction.~~Japanese government officially certified the Area Development Plan (“ADP”) previously submitted by the city/prefecture of Osaka, Japan and our 50% owned venture. Agreements with Osaka on the construction of the planned integrated resort are required to be finalized within 90 days of the ADP approval.

In April 2023, LeoVegas entered into an agreement to acquire the majority ownership of digital gaming developer, Push Gaming Holding Limited. The transaction is subject to regulatory and customary approvals and is expected to close in the third quarter of 2023.

Key Performance Indicators

Key performance indicators related to gaming and hotel revenue are:

•Gaming revenue indicators: table games drop and ~~slots~~slot handle (volume indicators); “win” or “hold” percentage, which is not fully controllable by us. Our normal table games hold percentage at our Las Vegas Strip Resorts is in the range of 25.0% to 35.0% of table games drop for ~~Baccarat~~baccarat and 19.0% to 23.0% for ~~non-Baccarat however, reduced gaming volumes as a result of the pandemic could cause volatility in our hold percentages;~~non-baccarat; and

•Hotel revenue indicators (for Las Vegas Strip Resorts) – hotel occupancy (a volume indicator); average daily rate (“ADR,” a price indicator); and revenue per available room (“REVPAR,” a summary measure of hotel results, combining ADR and occupancy rate). Our calculation of ADR, which is the average price of occupied rooms per day, includes the impact of complimentary rooms. Complimentary room rates are determined based on standalone selling price. Because the mix of rooms provided on a complimentary basis, particularly to casino customers, includes a disproportionate suite component, the composite ADR including complimentary rooms is slightly higher than the ADR for cash rooms, reflecting the higher retail value of suites. Rooms that were out of service during the nine months ended September 30, 2021 as a result of property closures due to the pandemic were excluded from the available room count when calculating hotel occupancy and REVPAR.

~~Additional key performance indicators at MGM China are:~~

•Gaming revenue indicators - MGM China utilizes “turnover,” which is the sum of nonnegotiable chip wagers won by MGM China calculated as nonnegotiable chips purchased plus nonnegotiable chips exchanged less nonnegotiable chips returned. Turnover provides a basis for measuring VIP casino win percentage. Win for VIP gaming operations at MGM China is typically in the range of 2.6% to 3.3% of turnover however, reduced gaming volumes as a result of the pandemic could cause volatility in MGM China’s hold percentages.

Results of Operations

Summary Operating Results

~~Certain of our properties or portions thereof were temporarily closed due to COVID-19 during the comparative periods in 2021 as follows:~~

•~~Park MGM and Mandalay Bay’s hotel tower operations were closed midweek and full week hotel operations resumed March 3, 2021.~~

•~~The Mirage’s hotel tower operations were closed midweek, with the entire property closed midweek starting January 4, 2021, and re-opened on March 3, 2021.~~

•~~MGM Springfield’s hotel was closed and partial hotel operations resumed with midweek closures on March 5, 2021. Full hotel operations resumed on December 13, 2021.~~

•~~MGM Grand Detroit’s hotel tower operations were closed and resumed on February 9, 2021.~~

The following table summarizes our consolidated operating results:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
		(In thousands)									(In thousands)
Net revenues	Net revenues	$	3,416,072	$	2,707,539	$	9,535,269	$	6,623,248	Net revenues	$	3,873,296	$	2,854,309
Operating income	Operating income	(1,045,971)		1,892,782		1,441,268		1,909,852		Operating income	730,839		105,788
Net income (loss)	Net income (loss)	(1,061,087)		1,337,936		526,745		1,092,302		Net income (loss)	479,883		(34,793)
Net income (loss) attributable to MGM Resorts International	Net income (loss) attributable to MGM Resorts International	(576,830)		1,350,433		1,189,091		1,123,357		Net income (loss) attributable to MGM Resorts International	466,807		(18,016)

Consolidated net revenues were ~~$3.4~~$3.9 billion for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$2.7~~$2.9 billion in the prior year quarter, an increase of 26%. The current quarter benefited from the inclusion of the net revenues of The Cosmopolitan and a full quarter of net revenues related to Aria as well as from comparative increases in business volume and travel activity at our domestic resorts, primarily at our Las Vegas Strip Resorts. At MGM China, the current and prior year quarters were significantly impacted by travel and entry restrictions in Macau due to the impact of COVID-19 with the current quarter being negatively affected by property closures and more significantly impacted by restrictions compared to the prior quarter. As a result, net revenues at our Las Vegas Strip Resorts increased 67%, Regional Operations increased 5%, and MGM China decreased 70% compared to the prior year quarter.

Consolidated operating loss was $1.0 billion for the three months ended September 30, 2022 compared to operating income of $1.9 billion in the prior year quarter. The current quarter reflected an increase in depreciation and amortization expense, an increase in rent expense recorded within general and administrative expense for the Aria, VICI, and The Cosmopolitan leases, which commenced in September 2021, April 2022, and May 2022, respectively, and a decrease in income from unconsolidated affiliates, partially offset by the increase in net revenues, as discussed above. In addition, the prior year quarter benefited from the gain on consolidation of CityCenter, net of $1.6 billion. Depreciation and amortization expense increased $1.1 billion compared to the prior year quarter, due primarily to the change in useful life of the MGM Grand Paradise gaming subconcession.

~~Consolidated net revenues were $9.5 billion for the nine months ended September 30, 2022 compared to $6.6 billion in the prior year period, an increase of 44%~~36%. The current year ~~period~~quarter benefited from the inclusion of The Cosmopolitan, and a full year of net revenues related to Aria. The current year period was initially negatively affected by a decrease in business volume and travel due to the spread of the omicron variant in the early part of the period, however, business

~~volumes subsequently improved at our domestic resorts with a significant increase primarily at our Las Vegas Strip Resorts over the prior year period,~~ which was negatively affected by midweek property and hotel closures, lower travel activity, and operational restrictions due to the COVID-19 pandemic. At MGM China, the current and prior year period were significantly impacted by travel and entry restrictions in Macau with the current year period being negatively affected by property closures and more significantly impacted by restrictions related to the COVID-19 pandemic compared to the prior year period. As a result, net revenues at our Las Vegas Strip Resorts increased 108%, Regional Operations increased 13%, and MGM China decreased 44% compared to the prior year period.

Consolidated operating income was $1.4 billion for the nine months ended September 30, 2022 compared to $1.9 billion in the prior year period. The current year period benefited from a $2.3 billion gain related to the VICI Transaction and the increase in net revenues, as discussed above, partially offset by ~~an increase in rent expense recorded within general~~the disposition of The Mirage and administrative expense for the Aria, VICI, and The Cosmopolitan leases, which commenced in September 2021, April 2022, and May 2022, respectively, an increase in depreciation and amortization expense, and a decrease in income from unconsolidated affiliates.Gold Strike Tunica. The prior year period benefited from the gain on consolidation of CityCenter, net of $1.6 billion. Depreciation and amortization expense increased $1.2 billion compared to the prior year period, due primarily to the change in useful life of the MGM Grand Paradise gaming subconcession.

~~Net Revenues by Segment~~

~~The following table presents a detail by segment of net revenues:~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
(In thousands)
Las Vegas Strip Resorts
Casino $ 575,868 $ 422,541 $ 1,549,690 $ 1,008,108
Rooms 735,653 403,010 1,916,949 846,053
Food and beverage 599,846 308,522 1,544,886 614,572
Entertainment, retail and other 389,655 246,894 1,089,565 461,766
2,301,022 1,380,967 6,101,090 2,930,499
Regional Operations
Casino 721,192 719,630 2,159,010 2,024,149
Rooms 84,754 70,766 211,780 160,269
Food and beverage 115,432 92,148 312,621 211,661
Entertainment, retail and other, and reimbursed costs 52,557 42,579 141,022 96,677
973,935 925,123 2,824,433 2,492,756
MGM China
Casino 70,325 252,445 422,476 784,984
Rooms 6,989 16,683 30,472 47,585
Food and beverage 7,703 15,808 36,084 50,323
Entertainment, retail and other 2,469 4,123 9,841 13,152
87,486 289,059 498,873 896,044
Reportable segment net revenues 3,362,443 2,595,149 9,424,396 6,319,299
Corporate and other 53,629 112,390 110,873 303,949
$ 3,416,072 $ 2,707,539 $ 9,535,269 $ 6,623,248

~~Las Vegas Strip Resorts~~

~~Las Vegas Strip Resorts casino revenue was $576 million for the three months ended September 30, 2022 compared to $423 million in the prior year~~ quarter an increase of 36%, due primarily to the inclusion of The Cosmopolitan and a full quarter of casino revenue related to Aria, and increases in business volume and travel activity in the current year quarter.

Las Vegas Strip Resorts casino revenue was $1.5 billion for the nine months ended September 30, 2022 compared to $1.0 billion in the prior year period, an increase of 54%, due primarily to the inclusion of The Cosmopolitan and a full year of casino revenue related to Aria and was negatively affected by a decrease in business volume and travel due to the spread of the omicron variant in the early part of the quarter. At MGM China, the current year ~~period; however, business volumes subsequently improved with~~quarter benefited from the removal of travel and entry restrictions in Macau. As a ~~significant increase over~~result, net revenues at our Las Vegas Strip Resorts increased 31%, Regional Operations increased 6%, and MGM China increased 130% compared to the prior year ~~period,~~quarter.

Consolidated operating income was $731 million for the three months ended March 31, 2023 compared to $106 million in the prior year quarter. The current year quarter benefited from a $398 million gain related to the sale of the operations of Gold Strike Tunica recorded in property transactions, net, the increase in net revenues, as discussed above, and an $85 million decrease in depreciation and amortization expense, partially offset by an increase in rent expense recorded within general and administrative expense for the VICI and The Cosmopolitan leases, which ~~was~~commenced in April 2022 and May 2022, respectively. Depreciation and amortization expense decreased compared to the prior year quarter due to the deconsolidation of MGP in April 2022 and due to the MGM Grand Paradise gaming subconcession becoming fully amortized as of December 31, 2022.

Net Revenues by Segment

The following table presents a detail by segment of net revenues:


	Three Months Ended March 31,
	2023		2022
	(In thousands)
Las Vegas Strip Resorts
Casino	$	500,563	$	475,298
Rooms	751,691		485,288
Food and beverage	582,627		384,276
Entertainment, retail and other	341,271		318,030
	2,176,152		1,662,892
Regional Operations
Casino	716,977		703,679
Rooms	67,304		56,114
Food and beverage	111,879		91,138
Entertainment, retail and other, and reimbursed costs	49,683		39,898
	945,843		890,829
MGM China
Casino	555,272		231,203
Rooms	29,493		15,671
Food and beverage	27,625		17,441
Entertainment, retail and other	5,202		4,060
	617,592		268,375
Reportable segment net revenues	3,739,587		2,822,096
Corporate and other	133,709		32,213
	$	3,873,296	$	2,854,309

Las Vegas Strip Resorts

Las Vegas Strip Resorts net revenues for the three months ended March 31, 2023 for each revenue type increased compared to the prior year quarter due primarily to the inclusion of The Cosmopolitan, partially offset by the disposition of The Mirage, and also due to the early part of the prior year quarter being negatively affected by ~~midweek property and hotel closures, lower travel activity, and operational restrictions due~~the spread of the omicron variant.

Las Vegas Strip Resorts casino revenue was $501 million for the three months ended March 31, 2023 compared to $475 million in the ~~pandemic.~~prior year quarter, an increase of 5%.

The following table shows key gaming statistics for our Las Vegas Strip Resorts:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2022			2021			2022			2021				2023			2022
		(Dollars in millions)													(Dollars in millions)
Table games drop	Table games drop	$	1,604		$	917		$	4,235		$	2,223		Table games drop	$	1,524		$	1,203
Table games win	Table games win	$	389		$	251		$	1,015		$	552		Table games win	$	346		$	296
Table games win %	Table games win %	24.3		%	27.4		%	24.0		%	24.8		%	Table games win %	22.7		%	24.6		%
Slots handle		$	6,193		$	3,863		$	16,144		$	9,804
Slots win		$	577		$	369		$	1,502		$	932
Slots win %		9.3		%	9.6		%	9.3		%	9.5		%
Slot handle														Slot handle	$	5,759		$	4,607
Slot win														Slot win	$	544		$	427
Slot win %														Slot win %	9.4		%	9.3		%

Las Vegas Strip Resorts rooms revenue was ~~$736~~$752 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$403~~$485 million in the prior year quarter, an increase of ~~83%. The current year quarter benefited from the inclusion of The Cosmopolitan and a full quarter of revenues from Aria and an increase in REVPAR~~55%, due primarily to an increase in ~~occupancy and ADR as a result of an increase in business volume and travel activity in the current year quarter.~~

Las Vegas Strip Resorts rooms revenue was $1.9 billion for the nine months ended September 30, 2022 compared to $846 million in the prior year period, an increase of 127%. The current year period benefited from the inclusion of The Cosmopolitan and a full year of revenues from Aria. Although operations were initially negatively affected by the omicron variant in the early part of the period, REVPAR increased significantly due to an increase in occupancy and ADR as business volume and travel activity improved in the current year period.REVPAR.

The following table shows key hotel statistics for our Las Vegas Strip Resorts:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2022			2021			2022			2021				2023			2022
Occupancy~~(1)~~	Occupancy~~(1)~~	93		%	82		%	88		%	69		%	Occupancy~~(1)~~	92		%	78		%
Average daily rate (ADR)	Average daily rate (ADR)	$	227		$	181		$	218		$	158		Average daily rate (ADR)	$	258		$	197
Revenue per available room (REVPAR)~~(1)~~	Revenue per available room (REVPAR)~~(1)~~	$	210		$	148		$	192		$	109		Revenue per available room (REVPAR)~~(1)~~	$	239		$	154

~~(1)~~Rooms that were out of service, including midweek closures, during the nine months ended September 30, 2021 due to the COVID-19 pandemic were excluded from the available room count when calculating hotel occupancy and REVPAR.

Las Vegas Strip Resorts food and beverage revenue was ~~$600~~$583 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$309~~$384 million in the prior year quarter, an increase of ~~94%~~52%, and Las Vegas Strip Resorts entertainment, retail and other revenues were ~~$390~~$341 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$247~~$318 million in the prior year quarter, an increase of ~~58%, due primarily to the inclusion of The Cosmopolitan and a full quarter of revenues from Aria and an increase in business volume and travel activity in the current year quarter.~~

Las Vegas Strip Resorts food and beverage revenue was $1.5 billion for the nine months ended September 30, 2022 compared to $615 million in the prior year period, an increase of 151%, and Las Vegas Strip Resorts entertainment, retail and other revenues were $1.1 billion for the nine months ended September 30, 2022 compared to $462 million in the prior

year period, an increase of 136%, due primarily to the inclusion of The Cosmopolitan and a full year of revenues from Aria. The current year period was initially negatively affected by the omicron variant in the early part of the period; however, business volume and travel activity subsequently improved with a significant increase over the prior year period, which was negatively impacted by temporary midweek property and hotel tower closures at certain properties, lower business and travel activity, and operational restrictions related to the pandemic.7%.

Regional Operations

Regional Operations casino revenue was ~~$721~~$717 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$720~~$704 million in the prior year quarter, ~~flat compared to the prior year quarter, and $2.2 billion for the nine months ended September 30, 2022 compared to $2.0 billion in the prior year period,~~ an increase of 7%2%, due primarily to ~~table games win increasing 12%~~an increase in slot handle over the prior year period and slots win increasing 11% over the prior year period, as the prior year period was negatively affected by midweek hotel closures at certain properties and operational restrictions related to the pandemic primarily during the first quarter of 2021.quarter.

The following table shows key gaming statistics for our Regional Operations:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2022			2021			2022			2021				2023			2022
		(Dollars in millions)													(Dollars in millions)
Table games drop	Table games drop	$	1,152		$	1,080		$	3,263		$	2,861		Table games drop	$	1,013		$	1,021
Table games win	Table games win	$	217		$	214		$	660		$	590		Table games win	$	214		$	216
Table games win %	Table games win %	18.8		%	19.8		%	20.2		%	20.6		%	Table games win %	21.1		%	21.2		%
Slots handle		$	7,426		$	6,900		$	21,190		$	18,797
Slots win		$	703		$	661		$	2,016		$	1,810
Slots win %		9.5		%	9.6		%	9.5		%	9.6		%
Slot handle														Slot handle	$	6,999		$	6,662
Slot win														Slot win	$	670		$	638
Slot win %														Slot win %	9.6		%	9.6		%

Regional Operations rooms revenue was ~~$85~~$67 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$71~~$56 million in the prior year quarter, an increase of 20%, due to ~~increased business volume and travel activity over the prior year quarter.~~

~~Regional Operations rooms revenue was $212 million for the nine months ended September 30, 2022 compared to $160 million in the prior year period, an increase of 32%, due to~~ an increase in business volume and travel activity over the prior year period, which was negatively affected by midweek hotel closures at certain properties and operational restrictions related to the pandemic primarily during the first quarter of 2021.occupancy.

Regional Operations food and beverage revenue was ~~$115~~$112 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$92~~$91 million in the prior year quarter, an increase of ~~25%~~23%, and Regional Operations entertainment, retail and other revenue, and reimbursed costs was ~~$53~~$50 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$43~~$40 million in the prior year quarter, an increase of ~~23%~~25%, ~~due primarily~~as non-gaming amenities had not yet returned to ~~increased business volume compared to~~pre-COVID-19 volumes in the comparative prior year quarter.

Regional Operations food and beverage revenue was $313 million for the nine months ended September 30, 2022 compared to $212 million in the prior year period, an increase of 48% and Regional Operations entertainment, retail and other revenue, and reimbursed costs was $141 million for the nine months ended September 30, 2022 compared to $97 million in the prior year period, an increase of 46%, due primarily to increased business volume and the prior year period being negatively affected by operational restrictions related to pandemic.

MGM China

The following table shows key gaming statistics for MGM China:


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
		2022			2021			2022			2021				2023			2022
		(Dollars in millions)													(Dollars in millions)
VIP table games turnover		$	328		$	1,800		$	1,975		$	6,763
VIP table games win		$	8		$	72		$	55		$	221
VIP table games win %		2.6		%	4.0		%	2.8		%	3.3		%
Main floor table games drop	Main floor table games drop	$	352		$	1,042		$	1,874		$	3,344		Main floor table games drop	$	2,177		$	1,096
Main floor table games win	Main floor table games win	$	75		$	222		$	420		$	704		Main floor table games win	$	523		$	239
Main floor table games win %	Main floor table games win %	21.4		%	21.3		%	22.4		%	21.0		%	Main floor table games win %	24.0		%	21.8		%

MGM China net revenues were ~~$87~~$618 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$289~~$268 million in the prior year quarter, ~~a decrease~~an increase of ~~70%, and $499 million for the nine months ended September 30, 2022 compared to $896 million in the prior year period, a decrease of 44%~~130%, due to the current ~~and prior~~ year ~~period~~quarter being ~~significantly impacted~~positively affected by the removal of COVID-19 related travel and entry restrictions in ~~Macau with the current year period being negatively affected by property closures and more significantly impacted by restrictions related to the COVID-19 pandemic.~~Macau.

Corporate and other

Corporate and other revenue ~~in the current year periods~~ primarily includes revenues from LeoVegas, other corporate operations, and management services. InThe increase in the current year quarter compared to the prior year ~~periods, corporate and other revenue also included reimbursed costs revenue related~~quarter is primarily due to ~~our CityCenter management agreement (which was terminated upon~~ the acquisition of ~~CityCenter~~LeoVegas in September ~~2021). See below for additional discussion of our share of operating results from unconsolidated affiliates.~~2022.

Adjusted Property EBITDAR and Adjusted EBITDAR

The following table presents Adjusted Property EBITDAR and Adjusted EBITDAR. Adjusted Property EBITDAR is our reportable segment GAAP measure, which we utilize as the primary profit measure for our reportable segments. See Note 1312 in the accompanying consolidated financial statements and “Reportable Segment GAAP measure” below for additional information. Adjusted EBITDAR is a non-GAAP measure, discussed within “Non-GAAP measures” below.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
		(In thousands)									(In thousands)
Las Vegas Strip Resorts	Las Vegas Strip Resorts	$	846,355	$	534,548	$	2,265,256	$	1,039,472	Las Vegas Strip Resorts	$	835,809	$	593,634
Regional Operations	Regional Operations	321,984		348,234		975,113		908,564		Regional Operations	313,175		313,279
MGM China	MGM China	(70,410)		6,996		(148,157)		20,352		MGM China	168,948		(25,656)
Corporate and other	Corporate and other	(148,120)		(124,745)		(552,265)		(368,713)		Corporate and other	(211,669)		(210,853)
Adjusted EBITDAR	Adjusted EBITDAR	$	949,809			$	2,539,947			Adjusted EBITDAR	$	1,106,263

Las Vegas Strip Resorts

Las Vegas Strip Resorts Adjusted Property EBITDAR was ~~$846~~$836 million for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$535~~$594 million in the prior year quarter, an increase of 58%. Las Vegas Strip Resorts Adjusted Property EBITDAR margin decreased to 36.8% for the three months ended September 30, 2022 compared to 38.7% in the prior year quarter due to an increase in contribution from lower margin non-gaming outlets and venues and an increase in general and administrative expense primarily related to payroll.

~~Las Vegas Strip Resorts Adjusted Property EBITDAR was $2.3 billion for the nine months ended September 30, 2022 compared to $1.0 billion in the prior year period, an increase of 118%~~41%. Las Vegas Strip Resorts Adjusted Property EBITDAR margin increased to ~~37.1%~~38.4% for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~35.5%~~35.7% in the prior year ~~period~~quarter as the current year ~~period~~quarter primarily benefited from the increase in rooms revenues ~~partially offset by an increase in contribution from lower-margin non-gaming outlets and venues and an increase in general and administrative expenses primarily related to payroll and advertising.~~discussed above.

Regional Operations

Regional Operations Adjusted Property EBITDAR was ~~$322~~$313 million for the three months ended ~~September 30, 2022~~March 31, 2023, which was flat compared to ~~$348 million in~~ the prior year quarter, a decrease of 8%. Regional Operations Adjusted Property EBITDAR was $975 million for the nine months ended September 30, 2022 compared to $909 million in the prior year period, an increase of 7%.quarter. Regional Operations Adjusted Property EBITDAR margin decreased to 33.1% for the three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~37.6%~~35.2% in the prior year quarter. ~~Regional Operations Adjusted Property EBITDAR margin decreased to 34.5% for the nine months ended September 30, 2022 compared to 36.4% in the prior year period.~~ The margin decreases were due primarily to an increase in contribution from lower margin non-gaming outlets and ~~venues and an increase in general and administrative expense primarily related to payroll.~~venues.

MGM China

~~MGM China Adjusted Property EBITDAR was a loss of $70 million for the three months ended September 30, 2022 compared to Adjusted Property EBIT~~DAR of $7 million in the prior year quarter. The decrease was due primarily to the decrease in revenues, discussed above. License fee expense was $2 million in the current quarter and $5 million in the prior year quarter.

MGM China Adjusted Property EBITDAR was ~~a loss of $148~~$169 million for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to Adjusted Property EBITDAR loss of ~~$20~~$26 million in the prior year ~~period.~~quarter. The ~~decrease~~increase was due primarily to the ~~decrease~~increase in revenues, discussed above, and the ~~current~~prior year ~~period~~quarter included an $18 million charge related to litigation reserves. ~~License fee expense was $9 million and $16 million for the nine months ended September 30, 2022 and 2021, respectively.~~

Supplemental Information - Same-store Results of Operations

The following table presents the financial results of Las Vegas Strip Resorts and Regional Operations on a same-store basis for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022. Same-Store Adjusted Property EBITDAR is a non-GAAP measure, discussed within “Non-GAAP measures” below.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
		(In thousands)									(In thousands)
Las Vegas Strip Resorts net revenues	Las Vegas Strip Resorts net revenues	$	2,301,022	$	1,380,967	$	6,101,090	$	2,930,499	Las Vegas Strip Resorts net revenues	$	2,176,152	$	1,662,892
Acquisitions (1)	Acquisitions (1)	(694,103)		(13,529)		(1,538,236)		(13,529)		Acquisitions (1)	(308,168)		—
Dispositions (2)										Dispositions (2)	—		(127,797)
Las Vegas Strip Resorts same-store net revenues	Las Vegas Strip Resorts same-store net revenues	$	1,606,919	$	1,367,438	$	4,562,854	$	2,916,970	Las Vegas Strip Resorts same-store net revenues	$	1,867,984	$	1,535,095

Las Vegas Strip Resorts Adjusted Property EBITDAR	Las Vegas Strip Resorts Adjusted Property EBITDAR	$	846,355	$	534,548	$	2,265,256	$	1,039,472	Las Vegas Strip Resorts Adjusted Property EBITDAR	$	835,809	$	593,634
Acquisitions (1)	Acquisitions (1)	(276,055)		(5,878)		(623,607)		(5,878)		Acquisitions (1)	(129,854)		—
Dispositions (2)										Dispositions (2)	—		(32,892)
Las Vegas Strip Resorts Same-Store Adjusted Property EBITDAR	Las Vegas Strip Resorts Same-Store Adjusted Property EBITDAR	$	570,300	$	528,670	$	1,641,649	$	1,033,594	Las Vegas Strip Resorts Same-Store Adjusted Property EBITDAR	$	705,955	$	560,742

(1)Excludes the net revenues and Adjusted Property EBITDAR of The ~~Cosmopolitan~~Cosmopolitan.

(2)Excludes the net revenues and ~~Aria.~~Adjusted Property EBITDAR of The Mirage.


	Three Months Ended March 31,
	2023		2022
	(In thousands)
Regional Operations net revenues	$	945,843	$	890,829
Dispositions (1)	(26,967)		(58,073)
Regional Operations same-store net revenues	$	918,876	$	832,756

Regional Operations Adjusted Property EBITDAR	$	313,175	$	313,279
Dispositions (1)	(11,073)		(28,611)
Regional Operations Same-Store Adjusted Property EBITDAR	$	302,102	$	284,668

(1)Excludes the net revenues and Adjusted Property EBITDAR of Gold Strike Tunica.

Income (loss) from Unconsolidated Affiliates

The following table summarizes information related to our share of operating ~~income (loss)~~loss from unconsolidated affiliates:

Three Months Ended
September 30, Nine Months Ended
September 30,
2022 2021 2022 2021
(In thousands)
CityCenter $ — $ 40,747 $ — $ 128,127
VICI BREIT Venture — 38,959 51,051 116,876
BetMGM (23,582) (49,060) (186,804) (154,275)
Other 6,115 4,465 15,865 2,142
$ (17,467) $ 35,111 $ (119,888) $ 92,870

~~In June 2021, CityCenter closed the sale of its Harmon land, for which we recorded a $50 million gain within our share of operating income from unconsolidated affiliates.~~

In September 2021, we completed the acquisition of the 50% ownership interest in CityCenter held by Infinity World and now own 100% of the equity interest in CityCenter. Accordingly, we no longer account for our interest in CityCenter under the equity method of accounting, and we now consolidate CityCenter in our financial statements.


	Three Months Ended March 31,
	2023		2022
	(In thousands)
MGP BREIT Venture (through April 29, 2022)	$	—	$	38,936
BetMGM	(81,872)		(91,993)
Other	6,873		6,219
	$	(74,999)	$	(46,838)

In April 2022, we completed the VICI Transaction pursuant to which the assets and liabilities of MGP were derecognized, which included MGP OP’s investment in ~~VICI BREIT Venture. Accordingly, we no longer have an ownership interest in VICI~~MGP BREIT Venture.

Non-operating Results

Interest Expense

Gross interest expense was ~~$125~~$131 million and ~~$200~~$196 million for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $458 million and $599 million for the nine months ended September 30, 2022 and 2021,~~ respectively. The decrease from the ~~respective~~ prior year ~~periods~~quarter is due primarily to a decrease in debt outstanding as a result of the repayment of the $1.0 billion 7.75% senior notes in March 2022, the derecognition of MGP OP’s senior notes in connection with the deconsolidation of MGP in April 2022, and the repayment of the $1.25 billion 6% senior notes in March 2023, partially offset by an increase in the debt outstanding under MGM China’s revolving credit facilities. See Note 76 to the accompanying consolidated financial statements for discussion on long-term debt and see “Liquidity and Capital Resources” for discussion on issuances and repayments of long-term debt and other sources and uses of cash.

Other, net

Other ~~expense,~~income, net was ~~$14~~$46 million and ~~$49~~$34 million for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively. ~~The current year and prior year quarters included a net unrealized loss on equity instruments of $20 million and $48 million, respectively.~~

Other expense, net was $23 million for the for the nine months ended September 30, 2022 compared to other income, net of $70 million in the prior year period. The current year period included a $28 million net unrealized loss on equity instruments. The prior year period included a $39 million net unrealized gain on equity instruments, and a $33 million gain on the MGP OP’s unhedged interest rate swaps.

Income Taxes

Our effective income tax rate was a ~~benefit~~provision of ~~10.6%~~25.7% on ~~loss~~income before income taxes and a ~~provision~~benefit of ~~43.8%~~51.1% on ~~income~~loss before income taxes for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 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 ~~effective rate for the three months ended September 30, 2022~~prior year quarter was unfavorably impacted by losses in Macau ~~that~~from which we could not benefit and an increase in state deferred tax liabilities resulting from the issuance of income tax regulations by the state of New Jersey, partially offset by a decrease in Macau deferred tax liabilities resulting from an extension of the exemption from the Macau 12% complementary tax to the end of the year.

The effective rate for the nine months ended September 30, 2022 was unfavorably impacted by losses in Macau that we could not benefit and the increase in state deferred tax liabilities as a result of the New Jersey income tax regulation issuance, partially offset by the decrease in Macau deferred tax liabilities resulting from the extension of the exemption from the Macau 12% complementary tax to the end of the year, the impact of the reassessment of the useful life of the MGM Grand Paradise gaming subconcession, and the impact of a decrease in state deferred tax liabilities as a result of the VICI Transaction.

The effective rates for the three and nine months ended September 30, 2021 were favorably impacted by tax expense recorded on the "Gain on consolidation of CityCenter, net", at an approximately 12% effective rate due to the presence of goodwill, and were unfavorably impacted by losses in Macau that we could not benefit, partially offset by the release of tax reserves in conjunction with the closure of a New Jersey state income tax audit. benefit.

Reportable segment GAAP measure

“Adjusted Property EBITDAR” is our reportable segment GAAP measure, which we utilize as the primary profit measure for our 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. ~~We manage capital allocation, tax planning, stock compensation, and financing decisions at the corporate level.~~ “Adjusted Property EBITDAR margin” is Adjusted Property EBITDAR divided by related segment net revenues.

Non-GAAP measures

“Same-Store Adjusted Property EBITDAR” is Adjusted Property EBITDAR further adjusted to exclude the Adjusted Property EBITDAR of acquired operating segments from the date of acquisition through the end of the reporting ~~period.~~period and to exclude the Adjusted Property EBITDAR of disposed operating segments from the beginning of the reporting period through the date of disposition. Accordingly, for Las Vegas Strip Resorts, we have excluded the Adjusted Property EBITDAR of The Cosmopolitan for periods subsequent to its acquisition on May 17, 2022 and ~~Aria~~of The Mirage for the periods ~~subsequent~~prior to its ~~acquisition~~disposition on ~~September 27, 2021 in Same-Store~~December 19, 2022, as applicable. For Regional Operations, we have excluded the Adjusted Property EBITDAR of Gold Strike Tunica for the periods ~~indicated.~~prior to its disposition on February 15, 2023, as applicable.

Same-Store Adjusted Property EBITDAR is a non-GAAP measure and is presented solely as a supplemental disclosure to reported GAAP measures because management believes this measure is useful in providing meaningful period-to-period comparisons of the results of our operations for operating segments that were consolidated for the full period presented to assist users of the financial statements in reviewing operating performance over time. Same-Store Adjusted Property EBITDAR should not be viewed as a measure of overall operating performance, considered in isolation, or as an alternative to our reportable segment GAAP measure or net income, or as an alternative to any other measure determined in accordance with generally accepted accounting principles, because this measure is not presented on a GAAP basis, and is provided for the limited purposes discussed herein. In addition, Same-Store Adjusted Property EBITDAR may not be defined in the same manner by all companies and, as a result, may not be comparable to similarly titled non-GAAP financial measures of other companies, and such differences may be material. A reconciliation of our reportable segment Adjusted Property EBITDAR GAAP measure to Same-Store Adjusted Property EBITDAR is included herein.

“Adjusted EBITDAR” is 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, gain on consolidation of CityCenter, net,~~ rent expense related to triple-net operating leases and ground leases, ~~gain related to CityCenter’s sale of Harmon land recorded within income from unconsolidated affiliates,~~ and income from unconsolidated affiliates related to investments in real estate ventures.

Adjusted EBITDAR information is a non-GAAP measure that is a valuation metric, should not be used as an operating metric, and is presented solely as a supplemental disclosure to reported GAAP measures because we believe this measure is widely used by analysts, lenders, financial institutions, and investors as a principal basis for the valuation of gaming companies. We believe that while items excluded from Adjusted EBITDAR may be recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current

results and trends. Also, we believe excluded items may not relate specifically to current trends or be indicative of future results. For example, preopening and start-up expenses will be significantly different in periods when we are developing and constructing a major expansion project and will depend on where the current period lies within the development cycle, as well as the size and scope of the project(s). Property transactions, net includes normal recurring disposals, gains and losses on sales of assets related to specific assets within our resorts, but also includes gains or losses on sales of an entire operating resort or a group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which may not be comparable period over period. In addition, management excludes rent expense related to triple-net operating leases and ground leases. Management believes excluding rent expense related to triple-net operating leases and ground leases provides useful information to analysts, lenders, financial institutions, and investors when valuing the Company, as well as comparing the Company’s results to other gaming companies, without regard to differences in capital structure and leasing arrangements since the operations of other gaming companies may or may not include triple-net operating leases or ground leases. However, as discussed herein, Adjusted EBITDAR should not be viewed as a measure of overall operating performance, an indicator of our performance, considered in isolation, or construed as an alternative to operating income or net income, or as an alternative to cash flows from operating activities, as a measure of liquidity, or as an alternative to any other measure determined in accordance with generally accepted accounting principles because this measure is not presented on a GAAP basis and excludes certain expenses, including the rent expense related to ~~our~~ triple-net operating leases and ground leases, and is provided for the limited purposes discussed herein. In addition, other companies in the gaming and hospitality industries that report Adjusted EBITDAR may calculate Adjusted EBITDAR in a different manner and such differences may be material. We have significant uses of cash flows, including capital expenditures, interest payments, taxes, real estate triple-net lease and ground lease payments, and debt principal repayments, which are not reflected in Adjusted EBITDAR. A reconciliation of GAAP net income (loss) to Adjusted EBITDAR is included herein.

The following table presents a reconciliation of net income (loss) attributable to MGM Resorts International to Adjusted EBITDAR:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
		(In thousands)									(In thousands)
Net income (loss) attributable to MGM Resorts International	Net income (loss) attributable to MGM Resorts International	$	(576,830)	$	1,350,433	$	1,189,091	$	1,123,357	Net income (loss) attributable to MGM Resorts International	$	466,807	$	(18,016)
Plus: Net loss attributable to noncontrolling interests		(484,257)		(12,497)		(662,346)		(31,055)
Plus: Net income (loss) attributable to noncontrolling interests										Plus: Net income (loss) attributable to noncontrolling interests	13,076		(16,777)
Net income (loss)	Net income (loss)	(1,061,087)		1,337,936		526,745		1,092,302		Net income (loss)	479,883		(34,793)
Provision (benefit) for income taxes	Provision (benefit) for income taxes	(125,367)		282,135		411,131		222,263		Provision (benefit) for income taxes	165,779		(36,341)
Income (loss) before income taxes	Income (loss) before income taxes	(1,186,454)		1,620,071		937,876		1,314,565		Income (loss) before income taxes	645,662		(71,134)
Non-operating (income) expense:	Non-operating (income) expense:									Non-operating (income) expense:
Interest expense, net of amounts capitalized	Interest expense, net of amounts capitalized	125,172		200,049		457,822		598,116		Interest expense, net of amounts capitalized	130,300		196,091
Non-operating items from unconsolidated affiliates	Non-operating items from unconsolidated affiliates	995		23,421		22,248		67,473		Non-operating items from unconsolidated affiliates	1,184		15,133
Other, net	Other, net	14,316		49,241		23,322		(70,302)		Other, net	(46,307)		(34,302)
		140,483		272,711		503,392		595,287			85,177		176,922
Operating income (loss)		(1,045,971)		1,892,782		1,441,268		1,909,852
Operating income										Operating income	730,839		105,788
Preopening and start-up expenses	Preopening and start-up expenses	396		1,547		1,372		1,642		Preopening and start-up expenses	139		434
Property transactions, net	Property transactions, net	(11,639)		3,677		23,704		842		Property transactions, net	(396,076)		54,738
Depreciation and amortization	Depreciation and amortization	1,405,520		279,403		2,060,413		853,579		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	Triple-net operating lease and ground lease rent expense	604,193		191,622		1,350,099		570,851		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	Income from unconsolidated affiliates related to real estate ventures	(2,690)		(41,669)		(59,162)		(125,007)		Income from unconsolidated affiliates related to real estate ventures	(2,695)		(41,646)
Adjusted EBITDAR	Adjusted EBITDAR	$	949,809			$	2,539,947			Adjusted EBITDAR	$	1,106,263

4131

Guarantor Financial Information

As of ~~September 30, 2022,~~March 31, 2023, all of our principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facility. Our principal debt arrangements are not guaranteed by MGM Grand Detroit, MGM National Harbor, Blue Tarp reDevelopment, LLC (the entity that owns ~~and operates~~the operations of MGM Springfield), MGM Sports & Interactive Gaming, LLC (the entity that owns our 50% interest in BetMGM), and each of their respective subsidiaries. Our foreign subsidiaries, including LeoVegas, MGM China, and each of their respective subsidiaries, are also not guarantors of our principal debt arrangements. In the event that any subsidiary is no longer a guarantor of our credit facility or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing senior notes. The indentures governing the senior notes further provide that in the event of a sale of all or substantially all of the assets of, or capital stock in a subsidiary guarantor then such subsidiary guarantor will be released and relieved of any obligations under its subsidiary guarantee.

The guarantees provided by the subsidiary guarantors rank senior in right of payment to any future subordinated debt of ours or such subsidiary guarantors, junior to any secured indebtedness to the extent of the value of the assets securing such debt and effectively subordinated to any indebtedness and other obligations of our subsidiaries that do not guarantee the senior notes. In addition, the obligations of each subsidiary guarantor under its guarantee is limited so as not to constitute a fraudulent conveyance under applicable law, which may eliminate the subsidiary guarantor’s obligations or reduce such obligations to an amount that effectively makes the subsidiary guarantee lack value.

The summarized financial information of us and our guarantor subsidiaries, on a combined basis, is presented below. Prior to the VICI Transaction, certain of our guarantor subsidiaries owned MGP OP units which were accounted for under the equity method and is reflected as such within the summarized financial information. Certain of our guarantor subsidiaries accounted for the MGP master lease as an operating lease with the operating lease liabilities, operating lease ROU assets, and related rent expense reflected within the summarized financial information. Additionally, assetsAssets held for sale and liabilities related to assets held for sale associated with ~~The Mirage and~~ Gold Strike Tunica are included within current assets and other current liabilities, respectively, within the summarized financial ~~information.~~information as of December 31, 2022.


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Balance Sheet	Balance Sheet	(In thousands)				Balance Sheet	(In thousands)
Current assets	Current assets	$	7,377,165	$	5,663,171	Current assets	$	5,216,484	$	6,733,048
Investment in MGP OP		—		2,284,222
MGP master lease right-of-use asset, net		—		6,629,140
Other long-term assets	Other long-term assets	28,644,695		17,025,933		Other long-term assets	28,519,572		28,802,794
MGP master lease operating lease liabilities – current		—		154,287
Other current liabilities	Other current liabilities	5,217,031		2,752,185		Other current liabilities	1,946,811		3,892,694
Intercompany accounts due to non-guarantor subsidiaries		—		16,697
MGP master lease operating lease liabilities – noncurrent		—		7,083,505
Other long-term liabilities	Other long-term liabilities	28,162,590		18,472,138		Other long-term liabilities	28,327,103		28,285,295


	~~Nine~~Three Months Ended ~~September 30, 2022~~March 31, 2023
Income Statement	(In thousands)
Net revenues	$	~~7,660,122~~
~~MGP master lease rent expense~~	~~429,065~~2,689,698
Operating income	~~3,648,032~~680,643
Income ~~from continuing operations~~before income taxes	~~1,235,266~~691,250
Net income	~~602,549~~522,827
Net income attributable to MGM Resorts International	~~602,549~~522,827

Liquidity and Capital Resources

Cash Flows

Operating activities. Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, and tax payments or refunds. Cash provided by operating activities was ~~$1.3 billion~~$704 million in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$887~~$420 million in the prior year ~~period.~~quarter. The change from the prior year period was due primarily to the increase in Adjusted Property EBITDAR at our Las Vegas Strip Resorts and ~~Regional Operations~~MGM China discussed within the Results of Operations section above and a decrease in cash paid for interest, partially offset by an increase in triple-net lease rent ~~payments.~~payments and the change in cash paid (refunded) for taxes, net.

Investing activities. Our investing cash flows can fluctuate significantly from year to year depending on our decisions with respect to strategic capital investments in new or existing resorts, business acquisitions or dispositions, and

the timing of maintenance capital expenditures to maintain the quality of our resorts. Capital expenditures related to regular investments in our existing resorts can also vary depending on timing of larger remodel projects related to our public spaces and hotel rooms.

Cash provided by investing activities was ~~$1.6 billion~~$212 million in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$1.7 billion~~cash used in investing activities of $237 million in the prior year ~~period.~~quarter. In the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we received ~~$4.4 billion~~$439 million in net cash ~~proceeds~~ related to the ~~VICI Transaction, which were partially offset by cash paid~~sale of ~~$1.6 billion to acquire The Cosmopolitan, net~~the operations of ~~cash acquired, cash paid of $280~~Gold Strike Tunica, received $153 million in ~~connection with~~cash related to the ~~LeoVegas tender offer, net~~principal portion of ~~cash acquired, cash paid~~the Circus Circus Las Vegas note receivable that was repaid, and made payments of ~~$183~~$140 million in capital expenditures, as further discussed below, contributed $25 million to ~~acquire shares of LeoVegas~~BetMGM, and made $218 million in net investments in debt securities. In comparison, in the ~~open market during the tender offer~~prior year period we made payments of ~~$457~~$102 million in capital expenditures, as further discussed below, and contributions of $200 million to our unconsolidated affiliate, BetMGM. In comparison, in the prior year period we received $3.9 billion in net cash proceeds from the sale of the real estate of Aria and Vdara, which were partially offset by our payments of $1.8 billion to acquire CityCenter, net of cash acquired, $322 million in capital expenditures, as further discussed below, and contributions of $150contributed $125 million to BetMGM.

Capital Expenditures

We made capital expenditures of ~~$457~~$140 million in the ~~nine~~three months ended ~~September 30,~~March 31, 2023, of which $6 million related to MGM China, for which the MGM China amount is inclusive of capital expenditures relating to the gaming concession investment. Capital expenditures at our Las Vegas Strip Resorts, Regional Operations and corporate and other entities of $134 million primarily related to expenditures in information technology, room remodels, and convention center remodels.

We made capital expenditures of $102 million in the three months ended March 31, 2022, of which ~~$23~~$9 million related to MGM China. Capital expenditures at our Las Vegas Strip Resorts, Regional Operations and corporate ~~and other~~ entities of ~~$434~~$93 million primarily relate ~~to expenditures in information technology and room remodels.~~

We made capital expenditures of $322 million in the nine months ended September 30, 2021, of which $58 million related to MGM China. Capital expenditures at MGM China included $44 million primarily related to construction of the Emerald Tower project at MGM Cotai and $14 million related to projects at MGM Macau. Capital expenditures at our Las Vegas Strip Resorts, Regional Operations and corporate entities of $264 million primarily related to expenditures in information technology and room remodels.

Financing activities. Cash used in financing activities was ~~$2.8~~$2.4 billion in the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to ~~$2.1~~$2.2 billion in the prior year ~~period.~~quarter. In the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we had net repayments of debt of ~~$63 million,~~$1.8 billion, as further discussed below, distributed ~~$208~~$18 million to noncontrolling interest owners, and we repurchased ~~$2.4 billion~~$484 million of our common stock. In comparison, in the prior year period, we had net repayments of debt of ~~$1.5~~$1.0 billion, as further discussed below, distributed ~~$240~~$118 million to noncontrolling interest owners, and we repurchased $1.0 billion of our common ~~stock, partially offset by net proceeds received of $793 million from the issuance of MGP’s Class A shares.~~stock.

Borrowings and Repayments of Long-term Debt

During the ~~nine~~three months ended ~~September 30,~~March 31, 2023, we had net repayments of debt of $1.8 billion, which consisted of the repayment of $1.25 billion of aggregate principal amount of our 6% senior notes due 2023 upon maturity, and aggregate repayments of $586 million on MGM China’s revolving credit facilities.

During the three months ended March 31, 2022, we had net repayments of debt of ~~$63 million,~~$1.0 billion, which consisted of the repayment of $1.0 billion of aggregate principal amount of our 7.75% senior notes due 2022, ~~partially offset by~~ net ~~draws~~repayments of ~~$40~~$50 million on MGP OP’s revolving credit facility, and net borrowings of ~~$884 million on MGM China~~’s first revolving credit facility and borrowings of $13 million on MGM China’s second revolving credit facility. MGM China’s borrowings were made to fund an increase in share capital of MGM Grand Paradise pursuant to the capital requirements under the new Macau gaming law and for general corporate purposes.

During the nine months ended September 30, 2021, we had net repayments of debt of $1.5 billion, which consisted of the repayment of the $1.7 billion outstanding on CityCenter’s credit facility in full, which was assumed in the acquisition, using cash on hand, net repayments of $503$32 million on MGM China’s first revolving credit ~~facility, and repayments of $10 million on MGP OP’s revolving credit~~ facility. These repayments were partially offset by MGM China’s March 2021 issuance of $750 million in aggregate principal amount of 4.75% senior notes due 2027 at an issue price of 99.97%. The net proceeds from MGM China’s 4.75% senior notes due 2027 issuance were used to partially repay amounts outstanding under the MGM China first revolving credit facility and for general corporate purposes.

Dividends, Distributions to Noncontrolling Interest Owners, and Share Repurchases

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we ~~repurchased and retired $2.4 billion~~paid $484 million relating to repurchases of our common stock pursuant to our ~~February 2020 $3.0 billion and March 2022 $2.0 billion~~ stock repurchase plans. See Note 11 for further information on the stock repurchases. In connection with those repurchases, ~~the February 2020 $3.0 billion stock repurchase plan was completed. The remaining availability under~~ the March 2022 $2.0 billion stock repurchase plan was ~~$827 million~~completed. In February 2023, we announced that the Board of Directors authorized a $2.0 billion stock repurchase plan. The remaining availability under the February 2023 $2.0 billion stock repurchase plan was $2.0 billion as of ~~September 30, 2022.~~March 31, 2023.

InDuring the three months ended March ~~June,~~31, 2022, we repurchased and ~~September~~retired $1.0 billion of our common stock pursuant to our stock repurchase plans.

During the three months ended March 31, 2022, ~~and 2021,~~ we paid dividends of $0.0025 per share, totaling $3$1 million and ~~$4 million paid during the nine months ended September 30, 2022 and 2021, respectively.~~

MGP OP paid ~~the following~~$141 million of distributions to its partnership unit holders, ~~during the nine months ended September 30, 2022 and 2021:~~

•~~$283 million of distributions paid in 2022,~~ of which we received ~~$117~~$59 million and MGP received ~~$166~~$82 million, which MGP concurrently paid as a dividend to its Class A ~~shareholders; and~~

•~~$406 million of distributions paid in 2021, of which we received $185 million and MGP received $221 million, which MGP concurrently paid as a dividend to its Class A~~ shareholders.

Other Factors Affecting Liquidity and Anticipated Uses of Cash

We require a certain amount of cash on hand to operate our ~~resorts.~~businesses. In addition to required cash on hand for operations, we utilize corporate cash management procedures to minimize the amount of cash held on hand or in banks. Funds are swept from the accounts at most of our domestic resorts daily into central bank accounts, and excess funds are invested overnight or are used to repay amounts drawn under our revolving credit facility. In addition, from time to time we may use excess funds to repurchase our outstanding debt and equity securities subject to limitations in our revolving credit facility and Delaware law, as applicable. We have significant outstanding debt, interest payments, rent payments, and contractual obligations in addition to planned capital expenditures and commitments.

AsOn February 8, 2023, we announced that the Board of ~~September 30, 2022, we had cash and cash equivalents of $5.3 billion, of which MGM China held $875 million. In addition~~Directors has determined to ~~our cash and cash equivalent balance, we have an approximate 56% interest~~suspend the ongoing dividends in ~~MGM China.~~

At September 30, 2022, we had $8.6 billion in principal amount of indebtedness, including $1.2 billion outstanding under MGM China’s first revolving credit facility, $13 million outstanding under MGM China’s second revolving credit facility, and $39 million outstanding under LeoVegas’s revolving credit facility. No amounts were drawn on our revolving credit facility. ~~We have $1.4 billion of debt maturing in the next twelve months, which we expect to repay with cash on hand.~~

~~Due to the continued impact of the COVID-19 pandemic, in~~ ~~February 2022, MGM China further amended each of its first revolving credit facility and its second revolving credit facility to extend the financial covenant waivers through maturity in May 2024.~~

As of September 30, 2022, our expected cash interest payments over the next twelve months are approximately $220 million to $230 million, excluding MGM China, and approximately $445 million to $460 million on a consolidated basis, which includes MGM China.

We are also required, as of September 30, 2022, to make annual cash rent payments of $1.9 billion over the next twelve months under triple-net lease agreements, which triple-net leases are also subject to annual escalators and also require us to pay substantially all costs associated with the lease, including real estate taxes, ground lease payments,

~~insurance, utilities and routine maintenance, in addition to the annual cash rent. See Note 9 for discussion~~light of our ~~leases and lease obligations and Note 1 and Note 3 for pending transactions.~~

~~We have planned capital expenditures expected over the remainder~~current preferred method of ~~the year of approximately $355 million~~returning value to $365 million domestically, which is inclusive of the capital expenditures required under the triple-net lease agreements, each of which requires us to spend a specified percentage of net revenues at the respective domestic properties, and approximately $10 million to $20 million at MGM China, including approximately $7 million of show production costs related to the development of entertainment at the MGM Cotai theater. ~~We additionally have planned contributions to BetMGM over the remainder of the year of approximately $25 million.~~

~~We also expect to continue to repurchase shares pursuant to~~shareholders through our ~~March 2022 $2.0 billion~~ share repurchase plan. ~~Subsequent~~To the extent we determine to reinstate the quarter ended September 30, 2022, we repurchased approximately 6 million shares of our common stock at an average price of $31.76 per share for an aggregate amount of $183 million. Repurchased shares were retired.

On dividend in the future,~~November 2, 2022, our Board of Directors approved a quarterly dividend of $0.0025 per share. The dividend will be payable on December 15, 2022 to holders of record on December 9, 2022. Future~~ determinations regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our results of operations, financial condition, and other factors that our Board of Directors may deem ~~relevant.~~relevant.

As of March 31, 2023, we had cash and cash equivalents of $4.5 billion, of which MGM China held $468 million, and we had $6.9 billion in principal amount of indebtedness, including $879 million outstanding under MGM China’s first revolving credit facility. No amounts were drawn on our revolving credit facility or MGM China’s second revolving credit facility. Due to the impact of the COVID-19 pandemic, in February 2022, MGM China amended each of its first revolving credit facility and its second revolving credit facility to extend the financial covenant waivers through maturity in May 2024.

As ~~previously discussed,~~of March 31, 2023, our expected cash interest payments over the ~~COVID-19 pandemic caused significant economic disruption both globally~~next twelve months are approximately $185 million to $195 million, excluding MGM China, and approximately $385 million to $395 million on a consolidated basis, which includes MGM China.

We are required, as of March 31, 2023, to make annual cash rent payments of $1.7 billion over the next twelve months under triple-net lease agreements, which triple-net leases are also subject to annual escalators and also require us to pay substantially all costs associated with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance, in addition to the annual cash rent. See Note 8 for discussion of our leases and lease obligations.

We have planned capital expenditures expected over the remainder of the year of approximately $680 million to $690 million domestically, which is inclusive of the capital expenditures required under the triple-net lease agreements, each of which requires us to spend a specified percentage of net revenues at the respective domestic properties, and an estimate of approximately $135 million to $155 million at MGM China, which is inclusive of the estimated amount of the gaming concession investment for 2023 that relates to capital projects.

We additionally have planned contributions to BetMGM over the remainder of 2023 of approximately $50 million. We continue to explore potential development or investment opportunities, such as a commercial gaming facility in New York, which may require cash commitments in the ~~United States,~~future. Additionally, we expect to have cash commitments of $200 million to $250 million over the remainder of 2023 relating to our Japan venture’s planned integrated resort in Osaka for which the amount and ~~impacted our business, financial condition, results of operations~~timing is subject to change and ~~cash flows since the onset~~will be dependent upon funding of the ~~pandemic, which continued in 2022. As a result of the widespread distribution of vaccines~~venture from noncontrolling interests and the ~~removal~~timing and amount of ~~operational restrictions, we have seen economic recovery in some of~~financing received by the ~~market segments in which we operate, as shown in our Summary Operating Results. However, some areas~~venture.

We also expect to continue to ~~experience renewed outbreaks and surges in infection rates, resulting in~~repurchase shares pursuant to our share repurchase plans. Subsequent to the ~~imposition of operational restrictions, such as the temporary re-closure~~quarter ended March 31, 2023, we repurchased approximately 4 million shares of our ~~properties in Macau in July 2022 due to~~common stock for an ~~increase in the number~~aggregate amount of local COVID-19 cases. As a result, our business segments continue to face many uncertainties and our operations remain vulnerable to reversal of these trends or other continuing negative effects caused by the pandemic. We cannot predict the degree, or duration, to which our operations will be affected by the COVID-19 pandemic, and the effects could be material.$172 million, excluding excise tax. Repurchased shares were retired.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Form 10-K for the fiscal year ended December 31, ~~2021.~~2022. There have been no significant changes in our critical accounting policies and estimates since year ~~end, other than discussed below.~~end.

~~Long-lived assets valuation - MGM Grand Paradise gaming subconcession~~

In connection with the enactment of the new Macau gaming law in June 2022 that provides for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration and has material changes to the rights and obligation provided for under new gaming concessions to be awarded in the upcoming public tender, we determined that MGM Grand Paradise’s existing 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 existing gaming subconcession, we concluded that a trigger event had occurred in June 2022 for the MGM China asset group. The gaming subconcession is an entity-wide asset of MGM China as the benefit of the right to conduct gaming provided by the gaming subconcession is shared by each of MGM China’s casino resorts and the cash flows generated by the gaming subconcession cannot be separated from the casino resorts in which gaming operations are conducted. We determined that the real estate is the primary asset of the asset group as the real estate component generates a significant portion of the entity’s cash flows through gaming operations conducted at its casino resorts. Accordingly, cash flows were projected over the remaining useful life of the real estate, including cash flows from gaming operations as we believe we will be successful in obtaining a gaming concession in future public tenders. The estimated undiscounted cash flows of the asset group significantly exceeded the carrying value; accordingly, no impairment was indicated.

There are several estimates inherent in evaluating the gaming subconcession asset for impairment. The determination of the asset group to be tested for recoverability and the primary asset of the asset group are matters of judgment as it is dependent on corporate structure, the legal and regulatory environment in which the entity operates, and the level of interdependency between assets used in revenue generating activities. The determination of the primary asset directly affects the period over which cash flows are forecasted when performing the recoverability test. In particular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. In addition, the determination of undiscounted cash flows used in the impairment tests are highly judgmental and dependent in large part on expectations of land concession renewals and successfully obtaining a gaming concession in connection with future public tenders.

Additionally, we reassessed the useful life of the existing gaming subconcession intangible asset and, given the new gaming law and the resulting changes described above, we determined that the useful life would no longer be based on the initial term of the MGM Cotai land concession that ends in January 2038, and that the new useful life is consistent with the remaining 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, thereby accelerating the recognition of amortization within our statements of operations.

The determination of the unit of account and useful life of the gaming subconcession are based upon facts and circumstances as of a point in time and may change as such conditions develop, evolve, or change. We have determined the unit of account and useful life based upon the final gaming law and its enactment in June 2022 as the enactment reflects the finalization of the changes in legal form and rights and obligations related to gaming concessions in Macau.

~~Goodwill valuation~~

We continue to conclude, as of September 30, 2022, that it is more-likely-than-not that the fair value of our reporting units exceed their carrying value and, accordingly, an interim quantitative impairment review of goodwill was not triggered. However, management makes significant judgments and estimates as part of these analyses. For MGM Macau, if the property continues to face closures, if its operations do not recover from the impacts of COVID-19 in the forecasted time period, if we are not successful in obtaining a gaming concession in connection with future public tenders, or if our obligations under the new gaming concession exceed those forecasted, it could cause the carrying value of the reporting unit to exceed its fair value in future periods, potentially resulting in an impairment charge. For Empire City, if we are not successful in obtaining a commercial gaming license, if the costs to obtain the license, develop, and construct a full-scale commercial gaming facility increase from our current expectations, or if we do not realize our forecasted cash flows for the expanded facility, it could cause the carrying value of the reporting unit to exceed its fair value in future periods, potentially resulting in an impairment charge. In addition, the determination of multiples, control premiums, and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions and entity performance.

Market Risk

In addition to the inherent risks associated with our normal operations, we are also exposed to additional market risks. Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates and

foreign currency exchange rates. Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed rate borrowings and short-term borrowings under our bank credit facilities. A change in interest rates generally does not have an impact upon our future earnings and cash flow for fixed-rate debt instruments. As fixed-rate debt matures, however, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by changes in interest rates. This effect would be realized in the periods subsequent to the periods when the debt matures. We do not ~~hold or issue financial instruments for trading purposes and do not~~ enter into derivative transactions that would be considered speculative positions.

As of ~~September 30, 2022,~~March 31, 2023, variable rate borrowings represented approximately ~~16%~~13% of our total borrowings. The following table provides additional information about our gross long-term debt subject to changes in interest rates:


		Debt maturing in																					Fair Value September 30, 2022			Debt maturing in																					Fair Value March 31, 2023
		2022			2023			2024			2025			2026			Thereafter			Total						2023			2024			2025			2026			2027			Thereafter			Total
		(In millions)																								(In millions)
Fixed-rate	Fixed-rate	$	—		$	1,250		$	750		$	1,925		$	1,150		$	2,175		$	7,250		$	6,466	Fixed-rate	$	—		$	750		$	1,925		$	1,150		$	1,425		$	750		$	6,000		$	5,723
Average interest rate	Average interest rate	N/A			6.0		%	5.4		%	6.0		%	5.4		%	5.0		%	5.5		%			Average interest rate	N/A			5.4		%	6.0		%	5.4		%	5.1		%	4.8		%	5.4		%
Variable rate	Variable rate	$	102		$	—		$	1,255		$	—		$	—		$	—		$	1,357		$	1,357	Variable rate	$	37		$	879		$	—		$	—		$	—		$	—		$	916		$	916
Average interest rate	Average interest rate	5.7		%	N/A			5.2		%	N/A			N/A			N/A			5.3		%			Average interest rate	8.8		%	5.5		%	N/A			N/A			N/A			N/A			5.6		%

In addition to the risk associated with our variable interest rate debt, we are also exposed to risks related to changes in foreign currency exchange rates, mainly related to MGM China and to our operations at MGM Macau and MGM Cotai. While recent fluctuations in exchange rates have not been significant, potential changes in policy by governments or fluctuations in the economies of the United States, China, Macau or Hong Kong could cause variability in these exchange rates. We cannot assure you that the Hong Kong dollar will continue to be pegged to the U.S. dollar or the current peg rate for the Hong Kong dollar will remain at the same level. The possible changes to the peg of the Hong Kong dollar may result in severe fluctuations in the exchange rate thereof. For U.S. dollar denominated debt incurred by MGM China, fluctuations in the exchange rates of the Hong Kong dollar in relation to the U.S. dollar could have adverse effects on our financial position and results of operations. As of ~~September 30, 2022,~~March 31, 2023, a 1% weakening of the Hong Kong dollar (the functional currency of MGM China) to the U.S. dollar would result in a foreign currency transaction loss of $28 million.

Cautionary Statement Concerning Forward-Looking Statements

This Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “will,” “may” and similar references to future periods. Examples of forward-looking statements include, but are not limited to: statements we make regarding the impact of COVID-19 on our business, expectations regarding the impact of macroeconomic trends on ~~the Company’s~~our business, our ability to execute on ongoing and future strategic initiatives, including the development of an integrated resort in Japan, a commercial gaming facility in New York and investments we make in online sports betting and iGaming, ~~expectations regarding~~expansion of LeoVegas and the MGM ~~Grand Paradise’s bid for~~digital brand, positioning BetMGM as a ~~new concession contract,~~leader in sports betting and iGaming, the closing of ~~The Mirage and Gold Strike Tunica transactions and any benefits expected to be received as a result of those and any other transactions to acquire or sell assets,~~the Push Gaming Holding Limited acquisition, amounts we will spend on capital expenditures and investments, our expectations with respect to future share repurchases and cash dividends on our common stock, dividends and distributions we will receive from MGM China, ~~our ability to achieve the benefits of our cost savings initiatives, and~~ amounts projected to be realized as deferred tax ~~assets.~~assets, and our ability to achieve our public social impact and sustainability goals. The foregoing is not a complete list of all forward-looking statements we make.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include,

but are not limited to, regional, national or global political, economic, business, competitive, market, and regulatory conditions and the following:

•our substantial indebtedness and significant financial commitments, including the fixed component of our rent payments under our triple-net leases and guarantees we provide of the indebtedness of the landlords of Bellagio, ~~BREIT Venture~~Mandalay Bay, and ~~VICI BREIT Venture~~MGM Grand Las Vegas could adversely affect our development options and financial results and impact our ability to satisfy our obligations;

•current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments, including the fixed components of our rent payments, and to make planned expenditures;

•restrictions and limitations in the agreements governing our senior credit facility and other senior indebtedness could significantly affect our ability to operate our business, as well as significantly affect our liquidity;

•the fact that we are required to pay a significant portion of our cash flows as rent, which could adversely affect our ability to fund our operations and growth, service our indebtedness and limit our ability to react to competitive and economic changes;

•The Mirage and Gold Strike Tunica transactions each remain subject to the satisfaction of certain closing conditions, including the receipt of certain regulatory approvals, and any anticipated benefits from such transactions may take longer to realize than expected or may not be realized at all;

•~~the global COVID-19 pandemic has continued to materially impact our business, financial results and liquidity, and such impact could worsen and last for an unknown period of time;~~

•significant competition we face with respect to destination travel locations generally and with respect to our peers in the industries in which we compete;

•the impact on our business of economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside;

•the ~~possibility~~fact that we ~~may not realize all~~suspended our payment of ~~the anticipated benefits of our cost savings initiatives, including our MGM 2020 Plan, or our asset light strategy;~~

•~~the fact that our ability to pay~~ ongoing regular dividends ~~is subject~~ to our stockholders, and may not elect to resume paying dividends in the ~~discretion of our board of directors and certain other limitations;~~foreseeable future or at all;

•all of our domestic gaming facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse effect on our business, financial position or results of operations;

•financial, operational, regulatory or other potential challenges that may arise with respect to landlords under our master leases may adversely impair our operations;

•the concentration of a significant number of our major gaming resorts on the Las Vegas Strip;

•the fact that we extend credit to a large portion of our customers and we may not be able to collect such gaming receivables;

•the potential occurrence of impairments to goodwill, indefinite-lived intangible assets or long-lived assets which could negatively affect future profits;

•the susceptibility of leisure and business travel, especially travel by air, to global geopolitical events, such as terrorist attacks, other acts of violence, acts of war or hostility or outbreaks of infectious disease (including the COVID-19 pandemic);

•the fact that co-investing in properties or businesses, including our investment in BetMGM, decreases our ability to manage risk;

•the fact that future construction, development, or expansion projects will be subject to significant development and construction risks;

•the fact that our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future;

•the fact that a failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our business;

•the fact that a significant portion of our labor force is covered by collective bargaining agreements;

•the sensitivity of our business to energy prices and a rise in energy prices could harm our operating results;

•the potential failure of future efforts to expand through investments in other businesses and properties or through alliances or acquisitions, or to divest some of our properties and other assets;

•the potential that failure to maintain the integrity of our computer systems and internal customer information could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits or other restrictions on our use or transfer of data;

•the potential reputational harm as a result of increased scrutiny related to our corporate social responsibility efforts;

•the possibility that we may not achieve our ESG related goals or that our ESG initiatives may not result in their intended or anticipated benefits;

•extreme weather conditions or climate change may cause property damage or interrupt business;

•water scarcity could negatively impact our operations;

•the fact that our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such regulations could adversely affect our business;

•the risks associated with doing business outside of the United States and the impact of any potential violations of the Foreign Corrupt Practices Act or other similar anti-corruption laws;

•increases in gaming taxes and fees in the jurisdictions in which we operate;

•our ability to recognize our foreign tax credit deferred tax asset and the variability of the valuation allowance we may apply against such deferred tax asset;

•changes to fiscal and tax policies;

•risks related to pending claims that have been, or future claims that may be brought against us;

•disruptions in the availability of our computer systems, through cyber-attacks or otherwise, which could impact our ability to service our customers and adversely affect our sales and the results of operations;

•the global COVID-19 pandemic has continued to materially impact MGM China’s business, financial results and liquidity, and such impact could worsen and last for an unknown period of time;

•restrictions on our ability to have any interest or involvement in gaming businesses in mainland China, Macau, Hong Kong and Taiwan, other than through MGM China;

•the ability of the Macau government to (i) terminate MGM Grand Paradise’s ~~subconcession~~concession under certain circumstances without compensating MGM Grand Paradise, ~~exercise its redemption right with respect~~(ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the ~~subconcession,~~payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise ~~a new~~an extension of the concession ~~on or prior to December 31, 2022;~~in 2032; and

•the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM China.

Any forward-looking statement made by us in this Form 10-Q speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. If we update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

You should also be aware that while we from time to time communicate with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We incorporate by reference the information appearing under “Market Risk” in Part I, Item 2 of this Form 10-Q.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) were effective as of ~~September 30, 2022~~March 31, 2023 to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and regulations and to provide that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures. This conclusion is based on an evaluation as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act conducted under the supervision and participation of the principal executive officer and principal financial officer along with company management.

Changes in Internal Control over Financial Reporting

~~In making our assessment of changes in internal controls over financial reporting as of September 30, 2022, we have excluded The Cosmopolitan from our assessment because it was acquired in~~During the ~~second~~ quarter ~~of 2022. The Cosmopolitan represented approximately 11% of our total assets at September 30, 2022 and approximately 9% and 5% of our total revenues for the three and nine months~~ ended ~~September 30, 2022, respectively. There~~March 31, 2023, there were no ~~other~~ changes in our internal control over financial reporting ~~during the quarter ended September 30, 2022~~ that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

See discussion of legal proceedings in Note 109 – Commitments and Contingencies in the accompanying consolidated financial statements.

Item 1A. Risk Factors

A description of certain factors that may affect our future results and risk factors is set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. There have been no material changes to those factors previously disclosed in our ~~2021~~2022 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about share repurchases ~~made by the Company~~ of ~~its~~our common stock during the quarter ended ~~September 30, 2022:~~March 31, 2023:

Total Number of Shares Purchased Average Price Paid per Share Total Number
of Shares
Purchased as
Part of a Publicly Announced Program Dollar Value of Shares that May Yet be Purchased Under the Program
Period (In thousands)
July 1, 2022 — July 31, 2022 5,317,032 $ 29.32 5,317,032 $ 978,316
August 1, 2022 — August 31, 2022 641,296 $ 34.31 641,296 $ 956,313
September 1, 2022 — September 30, 2022 4,044,806 $ 31.91 4,044,806 $ 827,257


	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of a Publicly Announced Program	Dollar Value of Shares that May Yet be Purchased Under the Program
Period					(In thousands)
January 1, 2023 — January 31, 2023	4,297,621	$	36.65	4,297,621	$	317,538
February 1, 2023 — February 28, 2023	1,520,849	$	43.22	1,520,849	$	2,251,801
March 1, 2023 — March 31, 2023	6,101,590	$	42.43	6,101,590	$	1,992,885

(1) Average price paid per share is calculated on a settlement basis and is inclusive of commissions and exclusive of excise tax

~~The Company’s~~In March 2022 we announced that the Board of Directors had authorized a $2.0 billion stock repurchase plan and in ~~March 2022 and~~February 2023, we announced that the Board of Directors had authorized a ~~$3.0~~$2.0 billion stock repurchase ~~plan in February 2020, and, in connection with repurchases made during the nine months ended September 30, 2022, the February 2020 $3.0 billion stock repurchase plan was completed.~~plan. Under the stock repurchase plans, ~~the Company~~we 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 purchased when ~~the Company~~we 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. All shares we repurchased ~~by the Company~~ during the quarter ended ~~September 30, 2022~~March 31, 2023 were purchased pursuant to ~~the Company’s~~our publicly announced stock repurchase plan and have been retired.

5139

Item 6. Exhibits



*10.1						Employment Agreement, effective as of September 1, 2022, by and between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

*10.2						Employment Agreement, effective as of September 1, 2022, by and between the Company and Corey Sanders (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

*10.3						~~Employment Agreement, effective~~Second Amendment to Amended and Restated Master Lease, dated as of ~~September 1, 2022,~~February 15, 2023, by and between ~~the Company~~MGP Lessor, LLC and ~~Jonathan S. Halkyard (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on August 22, 2022).~~MGM Lessee, LLC

*10.4						Employment Agreement, effective as of September 1, 2022, by and between the Company and John McManus (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

*10.5						Amended and Restated Change of Control Policy for Executive Officers, effective August 16, 2022 (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

22						Subsidiary Guarantors.

31.1						Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

31.2						Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.

32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						The cover page from this Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2022,~~March 31, 2023, has been formatted in Inline XBRL.


*			~~Management contract or compensatory plan or arrangement.~~

Certain long-term debt instruments of our consolidated subsidiaries, under which the total amount of securities authorized does not exceed 10 percent of our consolidated assets, are not filed as exhibits to this Quarterly Report on Form 10-Q. We will furnish a copy of these agreements to the SEC upon request.

In accordance with Rule 402 of Regulation S-T, the XBRL information included in Exhibit 101 and Exhibit 104 to this Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

5240

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MGM Resorts International

Date: ~~November 2, 2022~~May 1, 2023

By:

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

Chief Executive Officer and President (Principal Executive Officer)

Date: ~~November 2, 2022~~May 1, 2023

/s/ JONATHAN S. HALKYARD

Jonathan S. Halkyard

Chief Financial Officer and Treasurer (Principal Financial Officer)

5341


	The Mirage		Gold Strike Tunica
	(In thousands)
Assets
Cash and cash equivalents	$	18,636	$	21,020
Accounts receivable, net	19,102		2,404
Inventories	5,371		978
Prepaid expenses and other	8,139		1,786
Property and equipment, net	25,755		20,269
Goodwill	10,249		40,523
Other intangible assets, net	3,095		5,700
Operating lease right-of-use assets, net	1,322,219		511,090
Other long-term assets, net	7,046		1,406
Assets held for sale	$	1,419,612	$	605,176

Liabilities
Accounts payable	$	10,773	$	5,914
Other accrued liabilities	65,924		17,738
Other long-term obligations	6,666		2,538
Operating lease liabilities	1,328,710		515,777
Liabilities related to assets held for sale	$	1,412,073	$	541,967


	2022
	Balance at January 1		Acquisitions		Reclassifications		Currency exchange		Balance at September 30
	(In thousands)
Las Vegas Strip Resorts	$	1,427,790	$	1,289,468	$	(10,249)	$	—	$	2,707,009
Regional Operations	701,463		—		(40,523)		—		660,940
MGM China	1,351,744		—		—		(9,163)		1,342,581
Corporate and other	—		238,040		—		(3,382)		234,658
	$	3,480,997	$	1,527,508	$	(50,772)	$	(12,545)	$	4,945,188


	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Dollar Value of Shares that May Yet be Purchased Under the Program
Period					(In thousands)
July 1, 2022 — July 31, 2022	5,317,032	$	29.32	5,317,032	$	978,316
August 1, 2022 — August 31, 2022	641,296	$	34.31	641,296	$	956,313
September 1, 2022 — September 30, 2022	4,044,806	$	31.91	4,044,806	$	827,257