Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements:
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 34)						59
Consolidated Balance Sheets — December 31, 2021 and 2020						62
Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Operations						63
Consolidated Statements of Comprehensive Income (Loss)						64
Consolidated Statements of Cash Flows						65
Consolidated Statements of Stockholders’ Equity						66
Notes to Consolidated Financial Statements						67

Financial Statement Schedule:

Schedule II — Valuation and Qualifying Accounts						107

The financial information included in the financial statement schedule should be read in conjunction with the consolidated financial statements. All other financial statement schedules have been omitted because they are not applicable, or the required information is included in the consolidated financial statements or the notes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of MGM Resorts International

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of MGM Resorts International and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 25, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of MGM Resorts International

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 31, 2021, and the related notes and the financial statement schedule of Valuation and Qualifying Accounts included in Item 15(a)(2), (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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

On September 27, 2021, the Company completed the acquisition of the 50% ownership interest in CityCenter Holdings, LLC (“CityCenter”) held by Infinity World Development Corp for cash consideration of $2.125 billion. Prior to the acquisition, the Company held a 50% ownership interest, which was accounted for under the equity method. The Company accounted for the acquisition under the acquisition method of accounting for business combinations, and the fair value was allocated to the assets acquired and liabilities assumed at the acquisition date, which included $180.0 million of trademarks and $1.4 billion of goodwill. Management estimated the fair value of the trademarks using the relief from royalty method, which is a specific discounted cash flow method. Goodwill was recognized as the excess of the cash consideration and the acquisition-date fair value of the Company’s equity method investment over the identifiable assets acquired and liabilities assumed.

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

well as the selection of discount rates. Changes to these assumptions and estimates could have a significant impact on the fair value of the trademarks and the recognition of goodwill. Therefore, auditing the forecast and the selection of discount rates involved a higher degree of auditor judgment and subjectivity, as well as an increased level of audit effort, including the involvement of fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

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

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

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

◦Comparing the forecasts to information included in the Company’s communications to the Board of Directors, earnings and press releases, gaming industry reports, investor presentations, and analyst reports for the Company and certain of its peer companies;

◦Comparing the forecasts to historical financial results;

◦Conducting inquiries with management; and

◦Evaluating whether the forecast was consistent with evidence obtained in other areas of the audit.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates by:

◦Testing the market-based source information underlying the determination of the discount rates and the mathematical accuracy of the discount rate calculations.

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

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 25, 2022

We have served as the Company's auditor since 2002.

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

						December 31,
						2021						2020
ASSETS
Current assets
Cash and cash equivalents						$	4,703,059					$	5,101,637
Restricted cash						500,000						—
Accounts receivable, net						583,915						316,502
Inventories						96,374						88,323
Income tax receivable						273,862						243,415
Prepaid expenses and other						258,972						200,782
Total current assets						6,416,182						5,950,659
Property and equipment, net						14,435,493						14,632,091
Other assets
Investments in and advances to unconsolidated affiliates						967,044						1,447,043
Goodwill						3,480,997						2,091,278
Other intangible assets, net						3,616,385						3,643,748
Operating lease right-of-use assets, net						11,492,805						8,286,694
Other long-term assets, net						490,210						443,421
Total other assets						20,047,441						15,912,184
						$	40,899,116					$	36,494,934
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable						$	263,097					$	142,523
Construction payable						23,099						30,149
Current portion of long-term debt						1,000,000						—
Accrued interest on long-term debt						172,624						138,832
Other accrued liabilities						1,983,444						1,545,079
Total current liabilities						3,442,264						1,856,583
Deferred income taxes, net						2,439,364						2,153,016
Long-term debt, net						11,770,797						12,376,684
Operating lease liabilities						11,802,464						8,390,117
Other long-term obligations						319,914						472,084
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests						147,547						66,542
Stockholders' equity
Common stock, $0.01 par value: authorized 1,000,000,000 shares, issued and outstanding 453,803,759 and 494,317,865 shares						4,538						4,943
Capital in excess of par value						1,750,135						3,439,453
Retained earnings						4,340,588						3,091,007
Accumulated other comprehensive loss						(24,616)						(30,677)
Total MGM Resorts International stockholders' equity						6,070,645						6,504,726
Noncontrolling interests						4,906,121						4,675,182
Total stockholders' equity						10,976,766						11,179,908
						$	40,899,116					$	36,494,934

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)

						Year Ended December 31,
						2021						2020						2019
Revenues
Casino						$	5,362,912					$	2,871,720					$	6,517,759
Rooms						1,690,037						830,382						2,322,579
Food and beverage						1,391,605						696,040						2,145,247
Entertainment, retail and other						1,009,503						518,991						1,477,200
Reimbursed costs						226,083						244,949						436,887
						9,680,140						5,162,082						12,899,672
Expenses
Casino						2,551,169						1,701,783						3,623,899
Rooms						600,942						419,156						829,677
Food and beverage						1,034,780						674,118						1,661,626
Entertainment, retail and other						617,635						412,705						1,051,400
Reimbursed costs						226,083						244,949						436,887
General and administrative						2,507,239						2,122,333						2,101,217
Corporate expense						422,777						460,148						464,642
Preopening and start-up expenses						5,094						84						7,175
Property transactions, net						(67,736)						93,567						275,802
Gain on REIT transactions, net						—						(1,491,945)						(2,677,996)
Gain on consolidation of CityCenter, net						(1,562,329)						—						—
Depreciation and amortization						1,150,610						1,210,556						1,304,649
						7,486,264						5,847,454						9,078,978
Income from unconsolidated affiliates						84,823						42,938						119,521
Operating income (loss)						2,278,699						(642,434)						3,940,215
Non-operating income (expense)
Interest expense, net of amounts capitalized						(799,593)						(676,380)						(847,932)
Non-operating items from unconsolidated affiliates						(83,243)						(103,304)						(62,296)
Other, net						65,941						(89,361)						(183,262)
						(816,895)						(869,045)						(1,093,490)
Income (loss) before income taxes						1,461,804						(1,511,479)						2,846,725
Benefit (provision) for income taxes						(253,415)						191,572						(632,345)
Net income (loss)						1,208,389						(1,319,907)						2,214,380
Less: Net (income) loss attributable to noncontrolling interests						45,981						287,183						(165,234)
Net income (loss) attributable to MGM Resorts International						$	1,254,370					$	(1,032,724)					$	2,049,146
Earnings (loss) per share
Basic						$	2.44					$	(2.02)					$	3.90
Diluted						$	2.41					$	(2.02)					$	3.88
Weighted average common shares outstanding
Basic						481,930						494,152						524,173
Diluted						487,356						494,152						527,645

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)

						Year Ended December 31,
						2021						2020						2019
Net income (loss)						$	1,208,389					$	(1,319,907)					$	2,214,380
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment						(24,655)						27,762						28,870
Unrealized gain (loss) on cash flow hedges						34,788						(79,365)						(29,505)
Other comprehensive income (loss)						10,133						(51,603)						(635)
Comprehensive income (loss)						1,218,522						(1,371,510)						2,213,745
Less: Comprehensive (income) loss attributable to noncontrolling interests						35,700						309,969						(168,447)
Comprehensive income (loss) attributable to MGM Resorts International						$	1,254,222					$	(1,061,541)					$	2,045,298

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

						Year Ended December 31,
						2021						2020						2019
Cash flows from operating activities
Net income (loss)						$	1,208,389					$	(1,319,907)					$	2,214,380
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization						1,150,610						1,210,556						1,304,649
Amortization of debt discounts, premiums and issuance costs						40,328						34,363						38,972
Loss on early retirement of debt						37						126,462						198,151
Provision for credit losses						21,852						71,422						39,270
Stock-based compensation						65,183						106,956						88,838
Property transactions, net						(67,736)						93,567						275,802
Gain on REIT transactions, net						—						(1,491,945)						(2,677,996)
Gain on consolidation of CityCenter, net						(1,562,329)						—						—
Noncash lease expense						188,917						183,399						71,784
Other investment gains						(28,417)						—						—
Loss (income) from unconsolidated affiliates						(1,580)						60,366						(57,225)
Distributions from unconsolidated affiliates						99,370						86,584						299
Deferred income taxes						241,947						18,347						595,046
Change in operating assets and liabilities:
Accounts receivable						(236,182)						960,099						(726,610)
Inventories						3,107						14,705						6,522
Income taxes receivable and payable, net						(30,444)						(216,250)						1,259
Prepaid expenses and other						(36,608)						(37)						7,567
Accounts payable and accrued liabilities						442,626						(1,382,980)						465,602
Other						(125,647)						(48,750)						(35,909)
Net cash provided by (used in) operating activities						1,373,423						(1,493,043)						1,810,401
Cash flows from investing activities
Capital expenditures						(490,697)						(270,579)						(739,006)
Dispositions of property and equipment						106,600						6,136						2,578
Proceeds from real estate transactions						3,888,431						2,455,839						4,151,499
Proceeds from sale of Circus Circus Las Vegas and adjacent land						—						—						652,333
Acquisitions, net of cash acquired						(1,789,604)						—						(535,681)
Investments in unconsolidated affiliates						(226,889)						(96,925)						(81,877)
Distributions from unconsolidated affiliates						9,694						63,960						100,700
Other						46,110						873						(31,112)
Net cash provided by investing activities						1,543,645						2,159,304						3,519,434
Cash flows from financing activities
Net repayments under bank credit facilities – maturities of 90 days or less						(2,096,217)						(1,595,089)						(3,634,049)
Issuance of long-term debt						749,775						3,550,000						3,250,000
Retirement of senior notes						—						(846,815)						(3,764,167)
Debt issuance costs						(18,726)						(62,348)						(63,391)
Proceeds from issuance of bridge loan facility						—						1,304,625						—
Issuance of MGM Growth Properties Class A shares, net						792,851						524,704						1,250,006
Dividends paid to common shareholders						(4,789)						(77,606)						(271,288)
Distributions to noncontrolling interest owners						(324,190)						(286,385)						(223,303)
Purchases of common stock						(1,753,509)						(353,720)						(1,031,534)
Other						(159,290)						(53,939)						(41,868)
Net cash provided by (used in) financing activities						(2,814,095)						2,103,427						(4,529,594)
Effect of exchange rate on cash, cash equivalents, and restricted cash						(1,551)						2,345						2,601
Cash, cash equivalents, and restricted cash
Net increase for the period						101,422						2,772,033						802,842
Balance, beginning of period						5,101,637						2,329,604						1,526,762
Balance, end of period						$	5,203,059					$	5,101,637					$	2,329,604
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized						$	705,680					$	639,718					$	826,970
Federal, state and foreign income taxes paid, net						43,018						8,543						28,493
Non-cash investing and financing activities
Note receivable related to sale of Circus Circus Las Vegas and adjacent land						$	—					$	—					$	133,689
Investments in unconsolidated affiliates						—						802,000						62,133
MGP BREIT Venture assumption of bridge loan facility						—						1,304,625						—

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Years ended December 31, 2021, 2020 and 2019

(In thousands**)**

						Common Stock												Capital in Excess of Par Value						Retained Earnings (Accumulated Deficit)						Accumulated Other Comprehensive Income (Loss)						Total MGM Resorts International Stockholders' Equity						Noncontrolling Interests						Total Stockholders' Equity
						Shares						Par Value
Balances, January 1, 2019						527,480						$	5,275					$	4,092,085					$	2,423,479					$	(8,556)					$	6,512,283					$	3,957,508					$	10,469,791
Net income						—						—						—						2,049,146						—						2,049,146						156,141						2,205,287
Currency translation adjustment						—						—						—						—						16,125						16,125						12,745						28,870
Cash flow hedges						—						—						—						—						(19,973)						(19,973)						(9,532)						(29,505)
Stock-based compensation						—						—						83,897						—						—						83,897						4,941						88,838
Issuance of common stock pursuant to stock-based compensation awards						2,150						20						(25,985)						—						—						(25,965)						—						(25,965)
Cash distributions to noncontrolling interest owners						—						—						—						—						—						—						(181,816)						(181,816)
Dividends declared and paid to common shareholders ($0.52 per share)						—						—						—						(271,288)						—						(271,288)						—						(271,288)
MGP dividend payable to Class A shareholders						—						—						—						—						—						—						(53,489)						(53,489)
Issuance of restricted stock units						—						—						1,546						—						—						1,546						—						1,546
Repurchases of common stock						(35,854)						(358)						(1,031,176)						—						—						(1,031,534)						—						(1,031,534)
Adjustment of redeemable noncontrolling interest to redemption value						—						—						(2,714)						—						—						(2,714)						—						(2,714)
Empire City acquisition						9,372						94						265,671						—						—						265,765						—						265,765
Empire City MGP transaction						—						—						(18,913)						—						195						(18,718)						23,745						5,027
MGP Class A share issuance						—						—						150,464						—						1,512						151,976						1,049,582						1,201,558
Park MGM Transaction						—						—						(1,984)						—						16						(1,968)						2,496						528
Northfield transaction						—						—						21,681						—						(2)						21,679						(27,439)						(5,760)
Other						—						—						(3,473)						—						481						(2,992)						772						(2,220)
Balances, December 31, 2019						503,148						5,031						3,531,099						4,201,337						(10,202)						7,727,265						4,935,654						12,662,919
Net loss						—						—						—						(1,032,724)						—						(1,032,724)						(293,401)						(1,326,125)
Currency translation adjustment						—						—						—						—						15,711						15,711						12,051						27,762
Cash flow hedges						—						—						—						—						(44,528)						(44,528)						(34,837)						(79,365)
Stock-based compensation						—						—						100,907						—						—						100,907						6,049						106,956
Issuance of common stock pursuant to stock-based compensation awards						2,031						21						(16,424)						—						—						(16,403)						—						(16,403)
Cash distributions to noncontrolling interest owners						—						—						—						—						—						—						(221,690)						(221,690)
Dividends declared and paid to common shareholders ($0.1575 per share)						—						—						—						(77,606)						—						(77,606)						—						(77,606)
MGP dividend payable to Class A shareholders						—						—						—						—						—						—						(64,086)						(64,086)
Issuance of restricted stock units						—						—						2,142						—						—						2,142						—						2,142
Repurchases of common stock						(10,861)						(109)						(353,611)						—						—						(353,720)						—						(353,720)
Adjustment of redeemable noncontrolling interest to redemption value						—						—						35,520						—						—						35,520						—						35,520
MGP Class A share issuances						—						—						64,188						—						646						64,834						442,717						507,551
MGP BREIT Venture Transaction						—						—						(6,503)						—						(59)						(6,562)						8,287						1,725
Redemption of Operating Partnership units						—						—						83,859						—						8,773						92,632						(114,924)						(22,292)
Other						—						—						(1,724)						—						(1,018)						(2,742)						(638)						(3,380)
Balances, December 31, 2020						494,318						4,943						3,439,453						3,091,007						(30,677)						6,504,726						4,675,182						11,179,908
Net income (loss)						—						—						—						1,254,370						—						1,254,370						(55,793)						1,198,577
Currency translation adjustment						—						—						—						—						(13,871)						(13,871)						(10,784)						(24,655)
Cash flow hedges						—						—						—						—						13,723						13,723						21,065						34,788
Stock-based compensation						—						—						59,492						—						—						59,492						5,691						65,183
Issuance of common stock pursuant to stock-based compensation awards						2,574						25						(44,543)						—						—						(44,518)						—						(44,518)
Cash distributions to noncontrolling interest owners						—						—						—						—						—						—						(250,910)						(250,910)
Dividends declared and paid to common shareholders ($0.01 per share)						—						—						—						(4,789)						—						(4,789)						—						(4,789)
MGP dividend payable to Class A shareholders						—						—						—						—						—						—						(82,294)						(82,294)
Repurchases of common stock						(43,088)						(430)						(1,753,079)						—						—						(1,753,509)						—						(1,753,509)
Adjustment of redeemable noncontrolling interest to redemption value						—						—						(78,298)						—						—						(78,298)						—						(78,298)
MGP Class A share issuances						—						—						99,934						—						3,240						103,174						656,361						759,535
Redemption of Operating Partnership units						—						—						171,332						—						5,327						176,659						(227,487)						(50,828)
MGM Springfield transaction						—						—						(133,844)						—						—						(133,844)						172,749						38,905
Other						—						—						(10,312)						—						(2,358)						(12,670)						2,341						(10,329)
Balances, December 31, 2021						453,804						$	4,538					$	1,750,135					$	4,340,588					$	(24,616)					$	6,070,645					$	4,906,121					$	10,976,766

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION

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

As of December 31, 2021, the Company operates the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada: Aria (including Vdara), Bellagio, MGM Grand Las Vegas (including The Signature), The Mirage, Mandalay Bay, Luxor, New York-New York, Park MGM, and Excalibur. The Company also operates MGM Grand Detroit in Detroit, Michigan, MGM National Harbor in Prince George’s County, Maryland, MGM Springfield in Springfield, Massachusetts, Borgata in Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in Northfield Park, Ohio, and the following resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike Tunica in Tunica. Additionally, the Company operates The Park, a dining and entertainment district located between New York-New York and Park MGM, and the Company owns and operates Shadow Creek, an exclusive world-class golf course located approximately ten miles north of its Las Vegas Strip Resorts and Fallen Oak golf course in Saucier, Mississippi.

MGM Growth Properties LLC (“MGP”), a consolidated subsidiary of the Company, is organized as an umbrella partnership REIT (commonly referred to as an UPREIT) structure in which substantially all of its assets are owned by and substantially all of its business is conducted through MGM Growth Properties Operating Partnership LP (the “Operating Partnership”). MGP has two classes of authorized and outstanding voting common shares (collectively, the “shares”): Class A shares and a single Class B share. The Company owns MGP’s Class B share, which does not provide its holder any rights to profits or losses or any rights to receive distributions from operations of MGP or upon liquidation or winding up of MGP. MGP’s Class A shareholders are entitled to one vote per share, while the Company, as the owner of the Class B share, holds a controlling interest in MGP as it is entitled to an amount of votes representing a majority of the total voting power of MGP’s shares so long as the Company and its controlled affiliates’ (excluding MGP) aggregate beneficial ownership of the combined economic interests in MGP and the Operating Partnership does not fall below 30%. The Company and MGP each hold Operating Partnership units representing limited partner interests in the Operating Partnership. The general partner of the Operating Partnership is a wholly owned subsidiary of MGP. The Operating Partnership units held by the Company are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the Fair Market Value of a Class A share (as defined in the Operating Partnership's partnership agreement). The determination of settlement method is at the option of MGP’s independent conflicts committee. As of December 31, 2021, the Company owned 41.5% of the Operating Partnership units, and MGP held the remaining 58.5% ownership interest in the Operating Partnership.

The Company leases the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield pursuant to a master lease agreement between a subsidiary of the Company and a subsidiary of the Operating Partnership. The Company leases the real estate assets of Bellagio pursuant to a lease agreement between a subsidiary of the Company and a venture that is 5% owned by such subsidiary and 95% owned by a subsidiary of Blackstone Real Estate Income Trust, Inc. (“BREIT”, and such venture, the “Bellagio BREIT Venture”). Additionally, the Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas, pursuant to a lease agreement between a subsidiary of the Company and a venture that is 50.1% owned by a subsidiary of the Operating Partnership and 49.9% by a subsidiary of BREIT (such venture, the “MGP BREIT Venture”). Further, the Company leases the real estate assets of Aria (including Vdara) pursuant to a lease agreement between a subsidiary of the Company and funds managed by The Blackstone Group ("Blackstone"), as further discussed below. Refer to Note 11 for further discussion of the leases.

In January 2019, the Company acquired the real property and operations associated with the Empire City Casino's racetrack and casino ("Empire City"). Subsequently, MGP acquired the developed real property associated with Empire City from the Company and Empire City was added to the master lease between the Company and MGP. Refer to Note 4 and Note 18 for additional information.

In March 2019, the Company entered into an amendment to the master lease with respect to improvements made by the Company related to the rebranding of the Park MGM and NoMad Las Vegas. Refer to Note 18 for additional information on this transaction, which eliminates in consolidation.

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

Northfield Park, and added it to the master lease between the Company and MGP. Refer to Note 18 for additional information.

On November 15, 2019, Bellagio BREIT Venture was formed, which acquired the Bellagio real estate assets from the Company and leased such assets back to the Company pursuant to a lease agreement. In exchange for the contribution of the real estate assets, the Company received total consideration of $4.25 billion, which consisted of a 5% equity interest in the venture and cash of approximately $4.2 billion. The Company recorded a gain of $2.7 billion related to sale of the Bellagio real estate assets, recorded in “Gain on REIT transactions, net” in the consolidated statements of operations, which primarily reflects the difference between the carrying value of the real estate assets sold and the consideration received. The Company also provides a shortfall guarantee of the principal amount of indebtedness of the debt of Bellagio BREIT Venture’s $3.01 billion of debt (and any interest accrued and unpaid thereon). Refer to Note 11 and Note 12 for additional information relating to the lease and guarantee, respectively.

In December 2019, the Company completed the sale of Circus Circus Las Vegas and adjacent land. See Note 16 for additional information related to this transaction.

On February 14, 2020, the Company completed a series of transactions (collectively the “MGP BREIT Venture Transaction”) pursuant to which the real estate assets of MGM Grand Las Vegas and Mandalay Bay (including Mandalay Place) were contributed to the newly formed MGP BREIT Venture. In exchange for the contribution of the real estate assets, the Company received total consideration of $4.6 billion, which was comprised of $2.5 billion of cash, $1.3 billion of the Operating Partnership’s secured indebtedness assumed by MGP BREIT Venture, and the Operating Partnership’s 50.1% equity interest in MGP BREIT Venture. In addition, the Operating Partnership issued approximately 3 million Operating Partnership units to the Company representing 5% of the equity value of MGP BREIT Venture. The Company recorded the difference between consideration received of $2.5 billion and the carrying value of the MGM Grand Las Vegas real estate assets of $733 million and selling costs of $27 million as a net gain on sale of assets of $1.7 billion, which is reflected within “Gain on REIT transactions, net” in the consolidated statements of operations. The Company also recorded the difference between consideration received of $2.1 billion and the carrying value of the Mandalay Bay real estate assets of $2.3 billion and selling costs of $10 million as a net loss on sale of assets of $252 million, which is reflected within “Gain on REIT transactions, net” in the consolidated statements of operations. In connection with the transactions, the Company provides a shortfall guarantee of the principal amount of indebtedness of MGP BREIT Venture (and any interest accrued and unpaid thereon) as further discussed in Note 12. On the closing date, BREIT also purchased approximately 5 million MGP Class A shares for $150 million.

In connection with the MGP BREIT Venture Transaction, MGP BREIT Venture entered into a lease with a subsidiary of the Company for the real estate assets of Mandalay Bay and MGM Grand Las Vegas as further discussed in Note 11. Additionally, the master lease with MGP was modified to remove the Mandalay Bay property and the annual cash rent under the MGP master lease was reduced by $133 million, as further discussed in Note 18.

Also, on January 14, 2020, the Company, the Operating Partnership, and MGP entered into an agreement for the Operating Partnership to waive its right following the closing of the MGP BREIT Venture Transaction to issue MGP Class A shares, in lieu of cash, to the Company in connection with the Company exercising its right to require the Operating Partnership to redeem Operating Partnership units that the Company holds, at a price per unit equal to a 3% discount to the ten day average closing price prior to the date of the notice of redemption. The waiver was effective upon closing of the transaction on February 14, 2020 and was scheduled to terminate on the earlier of February 14, 2022 or upon the Company’s receipt of cash proceeds of $1.4 billion as consideration for the redemption of the Company’s Operating Partnership units. On May 18, 2020, the Operating Partnership redeemed approximately 30 million Operating Partnership units that the Company held for $700 million, or $23.10 per unit, and on December 2, 2020, the Operating Partnership redeemed approximately 24 million of the Operating Partnership units that the Company held for the remaining $700 million, or $29.78 per unit. As a result, the waiver terminated in accordance with its terms.

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

On August 4, 2021, the Company entered into an agreement with VICI Properties, Inc. (“VICI”) and MGP whereby VICI will acquire MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”). Pursuant to the agreement, MGP Class A shareholders will receive 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and the Company will receive 1.366 units of the new VICI operating partnership (“VICI OP”) in exchange for each Operating Partnership unit held by the Company. The fixed exchange ratio represents an agreed upon price of $43 per share of MGP Class A share to the five-day volume weighted average price of VICI stock as of the close of business on July 30, 2021. In connection with the exchange, VICI OP will redeem the majority of the Company’s VICI OP units for cash consideration of $4.4 billion, with the Company retaining an approximate $370 million ownership

interest in the VICI OP (based upon the close price of VICI stock as of August 3, 2021). MGP’s Class B share that is held by the Company will be cancelled. As part of the transaction, the Company will enter into an amended and restated master lease with VICI. The new master lease will have an initial term of 25 years, with three 10-year renewals, and initial annual rent of $860 million, escalating annually at a rate of 2% per annum for the first 10 years and thereafter equal to the greater of 2% and the CPI increase during the prior year subject to a cap of 3%. The transaction is expected to close in the first half of 2022, subject to customary closing conditions, regulatory approvals, and approval by VICI stockholders (which was obtained on October 29, 2021).

On September 26, 2021, the Company entered into an agreement to acquire the operations of The Cosmopolitan of Las Vegas ("The Cosmopolitan") for cash consideration of $1.625 billion, subject to customary working capital adjustments. Pursuant to the agreement, the Company is obligated to use its reasonable best efforts to obtain the requisite antitrust and gaming regulatory approvals. The agreement may be terminated by either party if the transaction has not closed on or before June 26, 2022, which date may be extended by either party to a date on or prior to September 26, 2022 under certain circumstances. The agreement contemplates a reverse termination fee of $500 million that is payable by the Company in the event that the parties are unable to obtain antitrust or gaming regulatory approval. Additionally, the Company will enter into a lease agreement for the real estate assets of The Cosmopolitan. The Cosmopolitan lease will have an initial term of 30 years with three subsequent 10-year renewal periods, exercisable at the Company’s option. The initial term of the lease provides for an initial annual cash rent of $200 million with a fixed 2% escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3%. Additionally, the lease will require the Company to spend a specified percentage of net revenues over a rolling 5-year period at the property on capital expenditures and for the Company to comply with certain financial covenants, which, if not met, would require the Company to maintain cash security or one or more letters of credit in favor of the landlord in an amount equal to rent for the succeeding 1-year period. The transaction is expected to close in the first half of 2022, subject to regulatory approvals and other customary closing conditions.

On September 27, 2021, the Company completed the acquisition of the 50% ownership interest in CityCenter Holdings, LLC ("CityCenter") held by Infinity World Development Corp ("Infinity World"), a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity. CityCenter is located between Bellagio and Park MGM and consists of Aria, an integrated casino, hotel and entertainment resort; and Vdara, a luxury condominium-hotel. Refer to Note 4 for additional information on this acquisition.

On September 28, 2021, the Company sold the real estate assets of Aria (including Vdara) to funds managed by The Blackstone Group Inc. ("Blackstone") for cash consideration of $3.89 billion and entered into a lease through which the real property is leased back to a subsidiary of the Company, as further discussed in Note 11.

On October 29, 2021, MGP acquired the real estate assets of MGM Springfield from the Company and MGM Springfield was added to the MGP master lease between the Company and MGP through which MGP leases back the real property to a subsidiary of the Company. Transactions with MGP, including transactions under the MGP master lease, have been eliminated in the Company’s consolidation of MGP. Refer to Note 18 for additional information.

On December 13, 2021, the Company entered into an agreement to sell the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc. ("Hard Rock") for cash consideration of $1.075 billion, subject to certain purchase price adjustments. Pursuant to the agreement, Hard Rock is obligated to use its reasonable best efforts to obtain the requisite antitrust and gaming regulatory approvals. The agreement may be terminated by either party if the closing has not occurred on or before December 13, 2022, which date may be extended by either party to March 13, 2023 under certain circumstances. The agreement contemplates a reverse termination fee of $322.5 million that is payable by Hard Rock to the Company in the event that the parties are unable to obtain antitrust or gaming regulatory approval. Upon closing, the master lease between the Company and VICI (or MGP in the event that the VICI Transaction is terminated) will be amended and restated to reflect a $90 million reduction in annual cash rent. The transaction is expected to close during the second half of 2022, subject to certain closing conditions, including, but not limited to, the consummation or termination of the VICI Transaction and receipt of regulatory approvals.

The Company has an approximate 56% controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”). MGM Grand Paradise owns and operates the MGM Macau and MGM Cotai, two integrated casino, hotel and entertainment resorts in Macau, as well as the related gaming subconcession and land concessions.

Gaming in Macau is currently administered by the Macau Government through concessions awarded to three different concessionaires and three subconcessionaires, of which a subsidiary of MGM China, MGM Grand Paradise, is a subconcessionaire. In 2019, the expiration of MGM Grand Paradise’s subconcession term was extended from March 31, 2020 to June 26, 2022, consistent with the expiration of the other concessionaires and subconcessionaires. Pursuant to the

Macau gaming law, upon reaching the maximum duration of 20 years, the term of the concessions may be extended one or more times by order of the Chief Executive, which period may not exceed, in total, 5 years. On January 14, 2022, the Macau Government disclosed the content of a bill to amend Macau gaming law, which followed a 45-day public consultation process regarding draft amendment proposals that were issued in September 2021. Under the bill the existing subconcessions will be discontinued and a maximum of six concessions will be awarded for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three years under certain circumstances. The bill is subject to debate and approval by the Macau Legislative Assembly. The approval of the new gaming law bill will precede the public tender for the awarding of new gaming concessions and to date the Macau Government has provided no indication as to whether the public tender will take place before expiry of the existing gaming concessions and subconcessions but acknowledged that it could consider the extension of the existing concessions and subconcessions beyond their current term if the public tender is held at a later date. Unless MGM Grand Paradise's gaming subconcession is extended or legislation with regard to reversion of casino premises is amended the casino area premises and gaming-related equipment subject to reversion will automatically be transferred to the Macau Government upon expiration, and MGM China will cease to generate any revenues from such gaming operations. In addition, certain events relating to the loss, termination, rescission, revocation or modification of MGM Grand Paradise’s gaming subconcession in Macau, where such events have a material adverse effect on the financial condition, business, properties, or results of operations of MGM China, taken as a whole, may result in a special put option triggering event under MGM China’s senior notes and in an event of default under MGM China’s revolving credit facilities. MGM China continues to closely monitor developments regarding the retendering process or concession extensions including the issuance of guidance by the Macau Government. MGM China intends to respond proactively to all relevant Macau Government requirements when known relating to the process. Management cannot provide any assurance that the gaming subconcession will be extended beyond the current term or that it will be able to obtain a gaming concession in a public tender; however, management believes that MGM Grand Paradise will be successful in obtaining a gaming concession when a public tender is held.

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

The Company has three reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China. See Note 17 for additional information about the Company’s segments.

Financial Impact of COVID-19. The spread of the novel 2019 coronavirus (“COVID-19”) and developments surrounding the global pandemic have had a significant impact on the Company’s business, financial condition, results of operations and cash flows in 2020 and 2021 and may continue to impact the Company's business in 2022 and thereafter. In March 2020, all of the Company’s domestic properties were temporarily closed pursuant to state and local government restrictions imposed as a result of COVID-19. Throughout the second and third quarters of 2020, all of the Company’s properties that were temporarily closed re-opened to the public, with temporary re-closures and re-openings occurring for certain of the Company’s properties or portions thereof into the first quarter of 2021. Upon re-opening, the properties continued to operate without certain amenities and subject to certain occupancy limitations, with restrictions varying by jurisdiction. Beginning in the latter part of the first quarter of 2021 and continuing into the second quarter of 2021, the Company’s domestic jurisdictions eased and removed prior operating restrictions, including capacity and occupancy limits, as well as social distancing policies.

Although all of the Company’s properties have re-opened, in light of the unpredictable nature of the pandemic, including the emergence and spread of COVID-19 variants, the properties may be subject to new operating restrictions and/or temporary, complete, or partial shutdowns in the future. At this time, the Company cannot predict whether jurisdictions, states or the federal government will adopt similar or more restrictive measures in the future than in the past, including stay-at-home orders or the temporary closure of all or a portion of the Company’s properties as a result of the pandemic.

In Macau, following a temporary closure of the Company’s properties on February 5, 2020, operations resumed on February 20, 2020, subject to certain health safeguards, such as limiting the number of seats available at each table game, slot machine spacing, reduced operating hours at a number of restaurants and bars, temperature checks, and mask protection. Although the issuance of tourist visas (including the individual visit scheme) for residents of Zhuhai, Guangdong Province and all other provinces in mainland China to travel to Macau resumed on August 12, 2020, August 26, 2020 and September 23, 2020, respectively, several travel and entry restrictions in Macau, Hong Kong and mainland China remain in place (including the temporary suspension of ferry services between Hong Kong and Macau, the negative nucleic acid test result certificate, and mandatory quarantine requirements for returning residents, for visitors from Hong Kong, Taiwan, and certain regions in mainland China, and bans on entry on other visitors), which significantly impacted visitation to the Company’s Macau properties. In the third and fourth quarters of 2021, local COVID-19 cases were identified in Macau. Upon such occurrences, a state of immediate prevention was declared and mass mandatory nucleic acid testing was imposed in Macau, the validity period of negative test results for re-entry into mainland China was shortened and quarantine requirements were imposed, certain events were cancelled or suspended, and in some instances,

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

NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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”). A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. For these VIEs, the Company records a noncontrolling interest in the consolidated balance sheets. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis.

Management has determined that MGP is a VIE because the Class A equity investors as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance. The Company has determined that it is the primary beneficiary of MGP and consolidates MGP because (i) its ownership of MGP’s single Class B share entitles it to a majority of the total voting power of MGP’s shares, and (ii) the exchangeable nature of the Operating Partnership units owned provide the Company the right to receive benefits from MGP that could potentially be significant to MGP. The Company has recorded MGP’s ownership interest in the Operating Partnership as noncontrolling interest in the Company’s consolidated financial statements. As of December 31, 2021, on a consolidated basis MGP had total assets of $10.4 billion, primarily related to its real estate investments, and total liabilities of $5.1 billion, primarily related to its indebtedness.

Management has determined that Bellagio BREIT Venture is a VIE because the equity holders as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance. The Company has determined that it is not the primary beneficiary of Bellagio BREIT Venture and, accordingly, does not consolidate the venture, because the Company does not have power to direct the activities that could potentially be significant to the venture; BREIT, as the managing member, has such power. The Company has recorded its 5% ownership interest in Bellagio BREIT Venture as an investment in unconsolidated affiliates in the Company’s consolidated financial statements, for which such amount was $58 million as of December 31, 2021. The Company’s maximum exposure to loss as a result of its involvement with Bellagio BREIT Venture is equal to the carrying value of its investment, assuming no future capital funding requirements, plus the exposure to loss resulting from the Company’s guarantee of the debt of Bellagio BREIT Venture, which guarantee is immaterial as of December 31, 2021, as further discussed in Note 12.

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 accounts for the entity under the equity method, such as the Company’s investments in MGP BREIT Venture and BetMGM, which do not qualify for consolidation as the Company has joint control, given the entities are structured with substantive participating rights whereby both owners participate in the decision making process, which prevents the Company from exerting a controlling financial interest in such entities, as defined in ASC 810.

For equity interests in entities in which the Company does not have significant influence, the Company records its equity investment under ASC 321 and reflects such investments within “Other long-term assets, net” on the consolidated balance sheets. The fair value of such equity investments was $66 million as of December 31, 2021.

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

Management’s use of estimates. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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

• Level 1 inputs when measuring its equity investments under ASC 321;

• Level 1 and Level 2 inputs for its long-term debt fair value disclosures. See Note 9;

• Level 2 inputs when measuring the Operating Partnership’s fair value of its interest rate swaps. See Note 9;

• Level 1, Level 2, and Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed in the CityCenter acquisition. See Note 4; and

• Level 2 and Level 3 inputs when assessing the fair value of the note receivable relating to the Circus Circus Las Vegas and adjacent land sale. See Note 16.

Cash and cash equivalents. Cash and cash equivalents include cash on hand, investments and interest-bearing instruments with maturities of 90 days or less at the date of acquisition. Such investments are carried at cost, which approximates market value. Book overdraft balances resulting from the Company’s cash management program are recorded as “Accounts payable” or “Construction payable” as applicable.

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

Accounts receivable and credit risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of casino accounts receivable. The Company issues credit following background checks and investigations of creditworthiness. At December 31, 2021 and 2020, approximately 43% and 52%, respectively, of the Company’s gross casino accounts receivable were owed by customers from foreign countries, primarily within Asia. Business or economic conditions or other significant events in these countries could affect the collectability of such receivables.

Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated loss reserve is maintained to reduce the Company’s receivables to their net carrying amount, which approximates fair value. The loss reserve is estimated based on both a specific review of customer accounts as well as historical collection experience and current and expected future economic and business conditions. Management believes that as of December 31, 2021, no significant concentrations of credit risk existed for which a loss reserve had not already been recorded.

Inventories. Inventories consist primarily of food and beverage, retail merchandise and operating supplies, and are stated at the lower of cost or net realizable value. Cost is determined primarily using the average cost method for food and beverage and operating supplies. Cost for retail merchandise is determined using the cost method.

Property and equipment. Property and equipment are stated at cost. A significant amount of the Company’s property and equipment was acquired through business combinations and therefore recognized at fair value at the acquisition date. Gains or losses on dispositions of property and equipment are included in the determination of income or loss. Maintenance costs are expensed as incurred.

Property and equipment are generally depreciated over the following estimated useful lives on a straight-line basis:

Buildings and improvements						15 to 40 years
Land improvements						10 to 20 years
Furniture and fixtures						3 to 20 years
Equipment						3 to 15 years

The Company evaluates its property and equipment and other long-lived assets for impairment based on its classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment charge is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses. Refer to Note 16 for discussion on the impairment loss recorded on Circus Circus Las Vegas and adjacent land in 2019.

Capitalized interest. The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. When no debt is incurred specifically for a project, interest is capitalized on amounts expended on the project using the weighted average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete, or development activity is suspended for more than a brief period.

Investments in and advances to unconsolidated affiliates. The Company has investments in unconsolidated affiliates accounted for under the equity method. Under the equity method, carrying value is adjusted for the Company’s share of the investees’ earnings and losses, amortization of certain basis differences, as well as capital contributions to and distributions from these companies. Distributions in excess of equity method earnings are recognized as a return of investment and recorded as investing cash inflows in the accompanying consolidated statements of cash flows. The Company classifies operating income and losses as well as gains and impairments related to its investments in unconsolidated affiliates as a component of operating income or loss and classifies non-operating income or losses related to its investments in unconsolidated affiliates as a component of non-operating income or loss, as the Company’s investments in such unconsolidated affiliates are an extension of the Company’s core business operations.

The Company evaluates its investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of its investment may have experienced an other-than-temporary decline in value. If such conditions exist, the Company compares the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determines whether the impairment is “other-than-temporary” based on its assessment of all relevant factors, including consideration of the Company’s intent and ability to retain its investment. The Company estimates fair value using a discounted cash flow analysis based on estimated future results of the investee and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the Company’s peer group.

Goodwill and other intangible assets. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests in the fourth quarter of each fiscal year. No material impairments were indicated or recorded as a result of the annual impairment review for goodwill and indefinite-lived intangible assets in 2021, 2020, and 2019.

Accounting guidance provides entities the option to perform a qualitative assessment of goodwill and indefinite-lived intangible assets (commonly referred to as “step zero”) in order to determine whether further impairment testing is necessary. In performing the step zero analysis the Company considers macroeconomic conditions, industry and market considerations, current and forecasted financial performance, entity-specific events, and changes in the composition or carrying amount of net assets of reporting units for goodwill. In addition, the Company takes into consideration the amount of excess of fair value over carrying value determined in the last quantitative analysis that was performed, as well as the

period of time that has passed since the last quantitative analysis. If the step zero analysis indicates that it is more likely than not that the fair value is less than its carrying amount, the entity would proceed to a quantitative analysis.

Under the quantitative analysis, goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on the estimated future results of the Company’s reporting units discounted using market discount rates and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the Company’s peer group. If the fair value of the reporting unit is less than its carrying value, an impairment charge is recognized equal to the difference. Under the quantitative analysis, license rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference.

Revenue recognition. The Company’s revenue from contracts with customers consists of casino wagers transactions, hotel room sales, food and beverage transactions, entertainment shows, and retail transactions.

The transaction price for a casino wager is the difference between gaming wins and losses (“net win”). In certain circumstances, the Company offers discounts on markers, which is estimated based upon historical business practice, and recorded as a reduction of casino revenue. Commissions rebated to gaming promoters and VIP players at MGM China are also recorded as a reduction of casino revenue. The Company accounts for casino revenue on a portfolio basis given the similar characteristics of wagers by recognizing net win per gaming day versus on an individual wager basis.

For casino wager transactions that include other goods and services provided by the Company to gaming patrons on a discretionary basis to incentivize gaming, the Company allocates revenue from the casino wager transaction to the good or service delivered based upon standalone selling price (“SSP”). Discretionary goods and services provided by the Company and supplied by third parties are recognized as an operating expense.

For casino wager transactions that include incentives earned by customers under the Company’s loyalty programs, the Company allocates a portion of net win based upon the SSP of such incentive (less estimated breakage). This allocation is deferred and recognized as revenue when the customer redeems the incentive. When redeemed, revenue is recognized in the department that provides the goods or service. Redemption of loyalty incentives at third-party outlets are deducted from the loyalty liability and amounts owed are paid to the third party, with any discount received recorded as other revenue. After allocating revenue to other goods and services provided as part of casino wager transactions, the Company records the residual amount to casino revenue.

The transaction price of rooms, food and beverage, and retail contracts is the net amount collected from the customer for such goods and services. The transaction price for such contracts is recorded as revenue when the good or service is transferred to the customer over their stay at the hotel or when the delivery is made for the food & beverage and retail & other contracts. Sales and usage-based taxes are excluded from revenues. For some arrangements, the Company acts as an agent in that it arranges for another party to transfer goods and services and the Company is not the controlling entity, which primarily include certain of the Company’s entertainment shows and, in certain jurisdictions, the Company’s arrangement with BetMGM for online sports betting and iGaming.

The Company also has other contracts that include multiple goods and services, such as packages that bundle food, beverage, or entertainment offerings with hotel stays and convention services. For such arrangements, the Company allocates revenue to each good or service based on its relative SSP. The Company primarily determines the SSP of rooms, food and beverage, entertainment, and retail goods and services based on the amount that the Company charges when sold separately in similar circumstances to similar customers.

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, as discussed above, and (3) customer advances and other, which is primarily funds deposited by customers before gaming play occurs (“casino front money”) and advance payments on goods and services yet to be provided such as advance ticket sales and deposits on rooms and convention space or for unpaid wagers. 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
						2021						2020						2021						2020						2021						2020
						(in thousands)
Balance at January 1						$	212,671					$	314,570					$	139,756					$	126,966					$	382,287					$	481,095
Balance at December 31						176,219						212,671						144,465						139,756						640,001						382,287
Increase / (decrease)						$	(36,452)					$	(101,899)					$	4,709					$	12,790					$	257,714					$	(98,808)

Reimbursed cost. Costs reimbursed pursuant to management services are recognized as revenue in the period it incurs the costs as this reflects when the Company performs its related performance obligation and is entitled to reimbursement. Reimbursed costs related primarily to the Company’s management of CityCenter (such management agreement was terminated upon the acquisition of CityCenter in September 2021).

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 17.

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 date, the right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The initial measurement of the operating lease ROU assets also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. When available, such as for the Company’s triple-net operating leases for which the lessor has provided its implicit rate or provided the assumptions required for the Company to readily determine the rate implicit in the lease, the Company uses the rate implicit in the lease to discount lease payments to present value. However, for most of the Company’s leases, such as its equipment leases, the Company cannot readily determine the implicit rate. 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 11 for discussion of leases under which the Company is a lessee. The master lease agreement with MGP is eliminated in consolidation; refer to Note 18 for further discussion of the master lease with MGP.

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. Lease revenues from third-party tenants include $43 million, $24 million and $53 million recorded within food and beverage revenue for 2021, 2020 and 2019, respectively, and $85 million, $60 million and $89 million recorded within entertainment, retail, and other revenue for the same such periods, respectively. Lease revenues from the rental of hotel rooms are recorded as rooms revenues within the consolidated statements of operations.

Advertising. The Company expenses advertising costs as incurred. Advertising expense that primarily relates to media placement costs and which is generally included in general and administrative expenses, was $121 million, $88 million and $195 million for 2021, 2020 and 2019, respectively.

Corporate expense. Corporate expense represents unallocated payroll, professional fees and various other expenses not directly related to the Company’s casino resort operations. In addition, corporate expense includes the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are expensed as incurred.

Preopening and start-up expenses. Preopening and start-up costs, including organizational costs, are expensed as incurred. Costs classified as preopening and start-up expenses include payroll, outside services, advertising, and other expenses related to new or start-up operations.

Property transactions, net. The Company classifies transactions such as write-downs and impairments, demolition costs, and normal gains and losses on the sale of assets as “Property transactions, net.” See Note 16 for a detailed discussion of these amounts.

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.

Income per share of common stock. The table below reconciles basic and diluted income per share of common stock. Diluted net income attributable to common stockholders includes adjustments for redeemable noncontrolling interests. Diluted weighted average common and common equivalent shares include adjustments for potential dilution of share-based awards outstanding under the Company’s stock compensation plan.

						Year Ended December 31,
						2021						2020						2019
Numerator:						(In thousands)
Net income (loss) attributable to MGM Resorts International						$	1,254,370					$	(1,032,724)					$	2,049,146
Adjustment related to redeemable noncontrolling interests						(78,298)						35,520						(2,713)
Net income (loss) available to common stockholders - basic						1,176,072						(997,204)						2,046,433
Other						—						—						(194)
Net income (loss) attributable to common stockholders - diluted						$	1,176,072					$	(997,204)					$	2,046,239
Denominator:
Weighted average common shares outstanding basic						481,930						494,152						524,173
Potential dilution from share-based awards						5,426						—						3,472
Weighted average common and common equivalent shares - diluted						487,356						494,152						527,645
Antidilutive share-based awards excluded from the calculation of diluted earnings per share						198						9,493						1,617

Currency translation. The Company translates the financial statements of foreign subsidiaries that are not denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation adjustments resulting from this process are recorded to other comprehensive income (loss). Gains or losses from foreign currency remeasurements are recorded to other non-operating income (expense).

Accumulated other comprehensive income (loss). Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity, or other comprehensive income (loss). Elements of the Company’s accumulated other comprehensive income (loss) are reported in the consolidated statements of stockholders’ equity.

NOTE 3 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

						December 31,
						2021						2020
						(In thousands)
Casino						$	380,907					$	260,998
Hotel						180,098						46,288
Other						151,258						135,805
						712,263						443,091
Less: Loss reserves						(128,348)						(126,589)
						$	583,915					$	316,502

NOTE 4 — ACQUISITIONS

CityCenter

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

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

On September 28, 2021, the Company sold the real estate assets of Aria (including Vdara) for cash consideration of $3.89 billion and entered into a lease agreement pursuant to which the Company leases back the real property. The Company classified the real estate assets as held for sale as of the acquisition date and accordingly measured the real estate assets at fair value less costs to sell, as reflected in the table below. See Note 11 for additional information regarding the lease.

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

Fair value of assets acquired and liabilities assumed:
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

The Company recognized the identifiable intangible assets of CityCenter at fair value, which consisted of indefinite-lived trade names, which was determined using methodologies under the relief from royalty method based on significant

inputs that were not observable. The goodwill is primarily attributable to the profitability of CityCenter in excess of identifiable assets, of which approximately 50% of the goodwill is deductible for income tax purposes. All of the goodwill was assigned to the Company’s Las Vegas Strip Resorts segment.

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

Unaudited pro forma information. The operating results for CityCenter are included in the accompanying consolidated statements of operations from the date of acquisition. The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of its controlling interest had occurred as of January 1, 2020 and excludes the gain on consolidation discussed above. The pro forma information does not reflect transactions that occurred subsequent to acquisition, such as the subsequent sale-leaseback transaction or the repayment of CityCenter's assumed debt. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of January 1, 2020.

						Year Ended December 31,
						2021						2020
						(In thousands)
Net Revenues						$	10,153,603					$	5,456,763
Net income attributable to MGM Resorts International						137,773						(1,041,271)

Empire City

On January 29, 2019, the Company acquired the real property and operations associated with Empire City for total consideration of approximately $865 million, plus customary working capital and other adjustments. The fair value of consideration paid included the issuance of approximately $266 million of the Company’s common stock, the incurrence of a new bridge facility, and the remaining balance in cash. If Empire City is awarded a license for live table games on or prior to December 31, 2022 and the Company accepts such license by December 31, 2024, the Company will pay additional consideration of $50 million. The acquisition expands the Company’s presence in the northeast region and greater New York City market. Subsequent to the Company’s acquisition, MGP acquired the developed real property associated with Empire City from the Company and Empire City was added to the master lease between the Company and MGP. See Note 18 for additional information.

For the period from January 29, 2019 through December 31, 2019, Empire City’s net revenue was $193 million, operating income was $12 million and net income was $36 million. Pro forma results of operations for the acquisition have not been presented because it is not material to the consolidated results of operations.

Northfield

In April 2019, the Company acquired the membership interests of Northfield from MGP, and MGP retained the associated real estate assets. MGM Northfield Park was then added to the master lease between the Company and MGP. Refer to Note 18 for additional information.

NOTE 5 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

						December 31,
						2021						2020
						(In thousands)
Land						$	4,082,842					$	4,081,029
Buildings, building improvements and land improvements						12,236,042						12,053,422
Furniture, fixtures and equipment						5,722,565						5,600,579
Construction in progress						421,445						170,957
						22,462,894						21,905,987
Less: Accumulated depreciation						(8,179,310)						(7,474,876)
Finance lease ROU assets, net						151,909						200,980
						$	14,435,493					$	14,632,091

NOTE 6 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

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

						December 31,
						2021						2020
						(In thousands)
CityCenter (50% as of December 31, 2020)						$	—					$	441,893
MGP BREIT Venture (50.1% owned by the Operating Partnership)						816,756						810,066
BetMGM (50%)						41,060						27,310
Other						109,228						167,774
						$	967,044					$	1,447,043

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

						Year Ended December 31,
						2021						2020						2019
						(In thousands)
Income from unconsolidated affiliates						$	84,823					$	42,938					$	119,521
Non-operating items from unconsolidated affiliates						(83,243)						(103,304)						(62,296)
						$	1,580					$	(60,366)					$	57,225

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

						Year Ended December 31,
						2021						2020						2019
						(In thousands)
CityCenter (through September 26, 2021)						$	128,127					$	(29,753)					$	128,421
MGP BREIT Venture						155,817						136,755						—
BetMGM						(211,182)						(61,663)						(15,804)
Other						12,061						(2,401)						6,904
						$	84,823					$	42,938					$	119,521

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

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

CityCenter acquisition. The Company obtained 100% of the equity interests in CityCenter and therefore consolidated CityCenter as of September 27, 2021. Prior to the acquisition, the Company held a 50% ownership interest, which was accounted for under the equity method. Refer to Note 4.

CityCenter distributions. During the year ended December 31, 2020, CityCenter paid $101 million in distributions, of which the Company received its 50% share, or approximately $51 million. During the year ended December 31, 2019, CityCenter paid $180 million in distributions, of which the Company received its 50% share, or approximately $90 million.

CityCenter sale of Harmon land. In June 2021, CityCenter closed the sale of its Harmon land for $80 million on which it recorded a $30 million gain. The Company recorded a $50 million gain, which included $15 million of its 50% share of the gain recorded by CityCenter and $35 million representing the reversal of certain basis differences in 2021.

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

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

Summarized balance sheet information is as follows:

						December 31,
						2021						2020
						(In thousands)
Cash and cash equivalents						$	16					$	96,758
Property and equipment, net						4,439,851						10,237,004
Other assets, net						193,184						256,813
Debt, net						2,994,782						4,715,997
Other liabilities						8,018						270,583

Summarized results of operations are as follows:

						Year Ended December 31,
						2021						2020						2019
						(In thousands)
Net revenues						$	1,084,503					$	869,638					$	1,294,861
Net income (loss)						294,797						(43,749)						69,143

Basis Differences

The Company’s investments in unconsolidated affiliates do not equal the Company’s share of venture-level equity due to various basis differences. Basis differences related to depreciable assets are being amortized based on the useful lives of the related assets and liabilities, and basis differences related to non–depreciable assets, such as land and indefinite-lived intangible assets, are not being amortized. Basis differences relating to the Company's investment in CityCenter were resolved in connection with the consolidation of CityCenter in 2021.

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

						December 31,
						2021						2020
						(In thousands)
Venture-level equity attributable to the Company						$	961,787					$	2,981,550
Adjustment to CityCenter equity upon contribution of net assets by MGM Resorts International(1)						—						(504,171)
CityCenter capitalized interest(2)						—						168,966
CityCenter completion guarantee(3)						—						248,730
CityCenter deferred gain(4)						—						(208,204)
CityCenter capitalized interest on sponsor notes(5)						—						(33,010)
Other-than-temporary impairments of CityCenter investment(6)						—						(1,256,516)
Other adjustments						5,257						49,698
						$	967,044					$	1,447,043

(1)Primarily related to land and fixed assets.

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

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

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

(5)Related to interest on the sponsor notes capitalized by CityCenter during development. Such sponsor notes were converted to equity in 2013.

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

NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consisted of the following:

						December 31,
						2021						2020
						(In thousands)
Goodwill						$	3,480,997					$	2,091,278
Indefinite-lived intangible assets:
Detroit development rights						$	98,098					$	98,098
MGM Northfield Park and Empire City racing and gaming licenses						280,000						280,000
Trademarks and other						479,238						299,238
Total indefinite-lived intangible assets						857,336						677,336
Finite-lived intangible assets:
MGM Grand Paradise gaming subconcession						4,516,532						4,541,990
Less: Accumulated amortization						(1,865,219)						(1,697,481)
						2,651,313						2,844,509
MGM National Harbor and MGM Springfield gaming licenses						106,600						106,600
Less: Accumulated amortization						(26,209)						(19,102)
						80,391						87,498
Other finite-lived intangible assets						65,207						60,649
Less: Accumulated amortization						(37,862)						(26,244)
						27,345						34,405
Total finite-lived intangible assets, net						2,759,049						2,966,412
Total other intangible assets, net						$	3,616,385					$	3,643,748

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

						2021
						Balance at January 1						Acquisitions						Currency exchange						Balance at December 31
						(In thousands)
Goodwill, net by segment:
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

						2020
						Balance at January 1						Acquisitions						Currency exchange						Balance at December 31
						(In thousands)
Goodwill, net by segment:
Las Vegas Strip Resorts						$	30,452					$	—					$	—					$	30,452
Regional Operations						701,463						—						—						701,463
MGM China						1,352,649						—						6,714						1,359,363
						$	2,084,564					$	—					$	6,714					$	2,091,278

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

MGM Grand Paradise gaming subconcession. Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A. ("SJMSA", formerly Sociedade de Jogos de Macau, S.A.), a gaming subconcession was acquired by MGM Grand Paradise for the right to operate casino games of chance and other casino games for a period commencing on April 20, 2005 through March 31, 2020. In March 2019, MGM Grand Paradise and SJMSA entered into a Subconcession Extension Contract (the “Extension Agreement”), pursuant to which the gaming subconcession was extended to June 26, 2022, which coincides with the current expiration of all the other concessions and subconcessions. MGM Grand Paradise paid the government of Macau approximately $25 million and paid SJMSA approximately $2 million as a contract premium for such extension. The Company cannot provide any assurance that MGM Grand Paradise will be awarded a gaming concession subsequent to the expiration of its gaming subconcession; however, as further discussed in Note 1, management believes that MGM Grand Paradise will be successful in obtaining a gaming concession when a public tender is held. Accordingly, as of December 31, 2021 and 2020, the Company amortizes the gaming subconcession intangible asset on a straight-line basis over the initial term of the Cotai land concession through January 2038.

MGM National Harbor and MGM Springfield gaming licenses. The license fee paid to the State of Maryland of $22 million is considered a finite-lived intangible asset that is amortized on a straight-line basis over a period of its initial term of 15 years, beginning in December 2016, when MGM National Harbor started operations. The license fee paid to the State of Massachusetts of $85 million is considered a finite-lived intangible asset that is amortized over a period of 15 years, beginning in August 2018, when MGM Springfield started operations.

Total amortization expense related to intangible assets was $197 million, $194 million and $192 million for 2021, 2020, and 2019, respectively. As of December 31, 2021, estimated future amortization is as follows:

Years ending December 31,						(In thousands)
2022						$	190,257
2023						177,982
2024						175,995
2025						174,210
2026						172,424
Thereafter						1,868,181
						$	2,759,049

NOTE 8 — OTHER ACCRUED LIABILITIES

Other accrued liabilities consisted of the following:

						December 31,
						2021						2020
						(In thousands)
Contract and contract-related liabilities:
Outstanding chip liability						$	176,219					$	212,671
Loyalty program obligations						144,465						139,756
Casino front money						206,244						133,114
Advance deposits and ticket sales						283,188						123,079
Unpaid wagers and other						150,569						126,094
Other accrued liabilities:
Payroll and related						429,797						327,644
Taxes, other than income taxes						195,973						109,100
Operating Partnership interest rate swaps - current						14,071						32,155
MGP dividend						82,294						64,086
Operating lease liabilities - current (Refer to Note 11)						31,706						31,843
Finance lease liabilities - current (Refer to Note 11)						87,665						80,193
Other						181,253						165,344
						$	1,983,444					$	1,545,079

NOTE 9 — LONG-TERM DEBT

Long-term debt consisted of the following:

						December 31,
						2021						2020
						(In thousands)
Operating Partnership senior credit facility						$	50,000					$	10,000
MGM China first revolving credit facility						360,414						770,034
7.75% senior notes, due 2022						1,000,000						1,000,000
6% senior notes, due 2023						1,250,000						1,250,000
5.625% Operating Partnership senior notes, due 2024						1,050,000						1,050,000
5.375% MGM China senior notes, due 2024						750,000						750,000
6.75% senior notes, due 2025						750,000						750,000
5.75% senior notes, due 2025						675,000						675,000
4.625% Operating Partnership senior notes, due 2025						800,000						800,000
5.25% MGM China senior notes, due 2025						500,000						500,000
5.875% MGM China senior notes, due 2026						750,000						750,000
4.5% Operating Partnership senior notes, due 2026						500,000						500,000
4.625% senior notes, due 2026						400,000						400,000
5.75% Operating Partnership senior notes, due 2027						750,000						750,000
5.5% senior notes, due 2027						675,000						675,000
4.75% MGM China senior notes, due 2027						750,000						—
4.5% Operating Partnership senior notes, due 2028						350,000						350,000
4.75% senior notes, due 2028						750,000						750,000
3.875% Operating Partnership senior notes, due 2029						750,000						750,000
7% debentures, due 2036						552						552
						12,860,966						12,480,586
Less: Premiums, discounts, and unamortized debt issuance costs, net						(90,169)						(103,902)
						12,770,797						12,376,684
Less: Current portion						(1,000,000)						—
						$	11,770,797					$	12,376,684

Interest expense, net consisted of the following:

						Year Ended December 31,
						2021						2020						2019
						(In thousands)
Total interest incurred						$	800,156					$	679,251					$	853,007
Interest capitalized						(563)						(2,871)						(5,075)
						$	799,593					$	676,380					$	847,932

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

On February 14, 2020, in connection with the MGP BREIT Venture Transaction, the Company used proceeds from the transaction to repay and terminate the $1.5 billion outstanding on its then existing revolving facility in full and entered into an unsecured credit agreement, comprised of a $1.5 billion unsecured revolving facility that would mature in February 2025. As a result, the Company incurred a $4 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

In April 2020 and then in February 2021, the Company amended its credit facility to provide it with certain relief from the effects of the COVID-19 pandemic, including certain financial maintenance covenant waivers, agreeing to liquidity tests, and pledging the Operating Partnership units held by loan parties to the lenders as collateral. In November 2021, the Company terminated its existing revolving facility and entered into a new $1.675 billion secured revolving credit facility that matures in November 2026. The revolving credit facility bears interest of SOFR plus 1.50% to 2.25% determined by reference to a rent adjusted total net leverage ratio pricing grid.

The Company's senior revolving credit facility is, subject to gaming approval, guaranteed by each of the Company's existing direct and indirect wholly-owned material domestic restricted subsidiaries, subject to certain exclusions. The senior revolving credit facility is secured by a pledge of the equity in certain of the Company's domestic operating properties. Mandatory prepayments will be required upon the occurrence of certain events, including sales of certain assets, subject to certain exceptions. The Company’s senior revolving credit facility also contains customary representations and warranties, events of default and positive and negative covenants. The Company was in compliance with its applicable covenants at December 31, 2021.

Operating Partnership senior credit facility and bridge facility. At December 31, 2021, the Operating Partnership’s senior secured credit facility consisted of a $1.35 billion revolving credit facility. The revolving facility bears interest of LIBOR plus 1.75% to 2.25% determined by reference to a total net leverage ratio pricing grid and will mature in June 2023. At December 31, 2021, $50 million was drawn on the revolving credit facility and the interest rate on the revolving credit facility was 1.85%.

In February 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership amended its senior secured credit facility to, among other things, allow for the transaction to occur, permit the incurrence by the Operating Partnership of a nonrecourse guarantee relating to the debt of MGP BREIT Venture (refer to Note 12 for description of such guarantee), and permit the incurrence of the bridge loan facility. As a result of the transaction and the amendment, the Operating Partnership repaid its $1.3 billion outstanding term loan B facility in full with the proceeds of a bridge facility, which was then assumed by MGP BREIT Venture as partial consideration for the Operating Partnership’s contribution. Additionally, the Operating Partnership used the proceeds from the settlement of the forward equity issuances to pay off the outstanding balance of $399 million on its term loan A facility in full. As a result, the Operating Partnership incurred an $18 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

The Operating Partnership is party to interest rate swaps to mitigate the effects of interest rate volatility inherent in its variable rate debt as well as forecasted debt issuances. As of December 31, 2021, the Operating Partnership has currently effective interest rate swap agreements on which it pays a weighted average fixed rate of 1.783% on total notional amount of $700 million. The Operating Partnership has an additional $900 million total notional amount of forward starting interest rate swaps that are not currently effective. The fair value of interest rate swaps designated as cash flow hedges was $25 million, with $5 million recorded as a current liability and $20 million recorded as a long-term liability as of December 31, 2021, and $41 million, with $1 million recorded as a current liability and $40 million recorded as a long-term liability, as of December 31, 2020. The fair value of interest rate swaps not designated as cash flow hedges was $27 million, with $8 million recorded as a current liability and $19 million recorded as a long-term liability as of December 31, 2021, and $78 million, with $31 million recorded as a current liability and $47 million recorded as a long-term liability, as of December 31, 2020. Interest rate swaps in a current liability position are recorded within “Other accrued expenses,” and those in a long-term liability position are recorded within “Other long-term obligations” on the consolidated balance sheets.

The Operating Partnership credit facility contains customary representations and warranties, events of default and positive and negative covenants, including that the Operating Partnership maintain compliance with a maximum senior secured net debt to adjusted total assets ratio, a maximum total net debt to adjusted assets ratio and a minimum interest coverage ratio. The Operating Partnership was in compliance with its credit facility covenants at December 31, 2021.

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

MGM China first revolving credit facility. At December 31, 2021, the MGM China first revolving credit facility consisted of a $1.25 billion unsecured revolving credit facility. The MGM China first revolving credit facility bears interest at a fluctuating rate per annum based on Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.625% to 2.75%, as

determined by MGM China’s leverage ratio and will mature in May 2024. At December 31, 2021, $360 million was drawn on the MGM China first revolving credit facility and the weighted average interest rate was 2.95%.

The MGM China first revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio. In February 2021, MGM China amended its credit agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022. MGM China was in compliance with its applicable MGM China credit facility covenants at December 31, 2021. In February 2022, MGM China further amended its first revolving credit facility to extend the financial covenant waivers through maturity.

MGM China second revolving credit facility. At December 31, 2021, the MGM China second revolving credit facility consisted of a $400 million unsecured revolving credit facility with an option to increase the amount of the facility up to $500 million, subject to certain conditions. The MGM China second credit facility bears interest at a fluctuating rate per annum based on HIBOR plus 1.625% to 2.75%, as determined by MGM China’s leverage ratio and will mature in May 2024. Draws will be subject to satisfaction of certain conditions precedent, including evidence that the MGM China first revolving credit facility has been fully drawn. At December 31, 2021, no amounts were drawn on the MGM China second revolving credit facility.

The MGM China second credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio beginning in the third quarter of 2021. In February 2021, MGM China further amended its second credit facility agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022. MGM China was in compliance with its applicable MGM China second credit facility covenants at December 31, 2021. In February 2022, MGM China further amended its second revolving credit facility to extend the financial covenant waivers through maturity.

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

In May 2020, the Company issued $750 million in aggregate principal amount of 6.75% senior notes due 2025.

In March 2020, the Company completed cash tender offers for an aggregate amount of $750 million of its senior notes, comprised of $325 million principal amount of its outstanding 5.75% senior notes due 2025, $100 million principal amount of its outstanding 4.625% senior notes due 2026, and $325 million principal amount of its outstanding 5.5% senior notes due 2027. As a result, the Company incurred a $105 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

In December 2019, the Company used a portion of the net proceeds from the Bellagio transaction to redeem for cash all $267 million principal amount of its outstanding 5.250% senior notes due 2020, all $361 million principal amount of its outstanding 6.750% senior notes due 2020, and all $1.25 billion principal amount of its outstanding 6.625% senior notes due 2021. The Company incurred a $171 million loss on the early retirement of such notes recorded in “Other, net” in the consolidated statements of operations.

In April 2019, the Company issued $1.0 billion in aggregate principal amount of 5.50% senior notes due 2027. The Company primarily used the net proceeds from the offering to fund the purchase of $639 million in aggregate principal amount of its outstanding 6.75% senior notes due 2020 and $233 million in aggregate principal amount of its outstanding 5.25% senior notes due 2020 through cash tender offers.

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

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

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

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

Each series of the Operating Partnership's senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by all of the Operating Partnership’s subsidiaries that guarantee the Operating Partnership’s credit facilities, other than MGP Finance Co-Issuer, Inc., which is a co-issuer of the senior notes. The Operating Partnership may redeem all or part of the senior notes at a redemption price equal to 100% of the principal amount of the senior notes plus, to the extent the Operating Partnership is redeeming senior notes prior to the date that is three months prior to their maturity date, an applicable make whole premium, plus, in each case, accrued and unpaid interest. The indentures governing the senior notes contain customary covenants and events of default. These covenants are subject to a number of important exceptions and qualifications set forth in the applicable indentures governing the senior notes, including, with respect to the restricted payments covenants, the ability to make unlimited restricted payments to maintain the REIT status of MGP.

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%.

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

In May 2019, MGM China issued $750 million in aggregate principal amount of 5.375% senior notes due 2024 and $750 million in aggregate principal amount of 5.875% senior notes due 2026. The Company primarily used the net proceeds from the offering to pay down outstanding borrowings under the MGM China first revolving credit facility. MGM China incurred a $16 million loss on the debt retirement recorded in “Other, net” in the consolidated statements of operations.

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

Maturities of long-term debt. The maturities of the principal amount of the Company’s long-term debt as of December 31, 2021 are as follows:

Years ending December 31,						(In thousands)
2022						$	1,000,000
2023						1,300,000
2024						2,160,414
2025						2,725,000
2026						1,650,000
Thereafter						4,025,552
						$	12,860,966

Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was $13.4 billion and $13.2 billion at December 31, 2021 and 2020, respectively. Fair value was estimated using quoted market prices for the Company’s senior notes and credit facilities.

NOTE 10 — INCOME TAXES

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.

Income (loss) before income taxes for domestic and foreign operations consisted of the following:

						Year Ended December 31,
						2021						2020						2019
						(In thousands)
Domestic operations						$	2,094,324					$	(665,376)					$	2,717,756
Foreign operations						(632,520)						(846,103)						128,969
						$	1,461,804					$	(1,511,479)					$	2,846,725

The benefit (provision) for income taxes attributable to income (loss) before income taxes is as follows:

						Year Ended December 31,
						2021						2020						2019
Federal:						(In thousands)
Current						$	(8,984)					$	207,544					$	(4,928)
Deferred (excluding separate components)						(189,657)						19,852						(537,993)
Deferred – valuation allowance						(14,967)						(42,109)						(20,175)
Other noncurrent						(14,262)						4,922						(5,745)
Benefit (provision) for federal income taxes						(227,870)						190,209						(568,841)
State:
Current						5						(816)						(22,685)
Deferred (excluding separate components)						(28,068)						(33,087)						(32,793)
Deferred – operating loss carryforward						(27,936)						47,728						(5,241)
Deferred – valuation allowance						(601)						(3,375)						(191)
Other noncurrent						13,260						(946)						(1,401)
Benefit (provision) for state income taxes						(43,340)						9,504						(62,311)
Foreign:
Current						(3,717)						(828)						(2,454)
Deferred (excluding separate components)						8,943						4,206						44,374
Deferred – operating loss carryforward						5,793						39,920						32,915
Deferred – valuation allowance						6,776						(51,439)						(76,028)
Benefit (provision) for foreign income taxes						17,795						(8,141)						(1,193)
						$	(253,415)					$	191,572					$	(632,345)

A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate is as follows:

						Year Ended December 31,
						2021						2020						2019
Federal income tax statutory rate						21.0		%				21.0		%				21.0		%
Net operating loss carryback rate differential						—						5.5						—
Noncontrolling interest						(3.2)						1.6						(0.8)
Foreign jurisdiction income/losses taxed at other than U.S. statutory rate						8.2						(12.5)						(0.5)
Federal valuation allowance						1.0						(2.8)						0.7
State taxes, net						2.3						0.5						1.7
Gain on consolidation of CityCenter, net						(10.1)						—						—
Permanent and other items						(1.9)						(0.6)						0.1
						17.3		%				12.7		%				22.2		%

The tax-effected components of the Company’s net deferred tax liability are as follows:

						December 31,
						2021						2020
Deferred tax assets – federal and state:						(In thousands)
Net operating loss carryforward						$	35,350					$	57,419
Accruals, reserves and other						39,163						167,553
Lease liabilities						2,714,308						1,972,343
Tax credits						3,060,733						3,095,856
						5,849,554						5,293,171
Less: Valuation allowance						(2,735,451)						(2,720,008)
						3,114,103						2,573,163
Deferred tax assets – foreign:
Net operating loss carryforward						185,936						180,143
Accruals, reserves and other						15,228						17,083
Property and equipment						27,366						17,890
Lease liabilities						1,458						1,368
						229,988						216,484
Less: Valuation allowance						(148,811)						(155,587)
						81,177						60,897
Total deferred tax assets						$	3,195,280					$	2,634,060
Deferred tax liabilities – federal and state:
Property and equipment						$	(1,361,356)					$	(1,349,355)
Investments in unconsolidated affiliates						(1,252,816)						(1,158,342)
ROU assets						(2,570,620)						(1,860,195)
Intangibles						(141,934)						(108,728)
						(5,326,726)						(4,476,620)
Deferred tax liabilities – foreign:
Intangibles						(307,522)						(309,256)
ROU Assets						(396)						(1,200)
						(307,918)						(310,456)
Total deferred tax liability						$	(5,634,644)					$	(4,787,076)
Net deferred tax liability						$	(2,439,364)					$	(2,153,016)

In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act contains certain income tax provisions that are beneficial to the Company; namely, the relaxation of the interest expense deduction limitation for the 2019 and 2020 tax years and the allowance of a 5-year carryback of net operating losses (“NOLs”) incurred during tax years 2018 through 2020. The Company has recorded a federal income tax receivable of $226 million to reflect the carryback of its 2020 NOL. Furthermore, since the NOL was carried back to tax years when the federal income tax rate was 35%, compared to the 21% rate currently in effect, the Company realized $90 million more income tax benefit than if it would have only been able to carry the NOL forward.

The Company has recorded a valuation allowance of $2.7 billion on its foreign tax credit (“FTC”) carryover of $3.1 billion as of December 31, 2021, resulting in an FTC net deferred tax asset of $332 million. The FTCs are attributable to the Macau Special Gaming Tax, which is 35% of gross gaming revenue in Macau. Because MGM Grand Paradise is presently exempt from the Macau 12% complementary tax on gaming profits, the Company believes that payment of the Macau Special Gaming Tax qualifies as a tax paid in lieu of an income tax that is creditable against U.S. taxes. While the Company generally does not expect to generate new FTC carryovers after the year ended December 31, 2017, it will be able to utilize its existing FTC carryovers to the extent that it has active foreign source income during the 10-year FTC carryforward period. Such foreign source income includes the recapture, to the extent of 50% of U.S. taxable income each year, of overall domestic losses that totaled $1.3 billion at December 31, 2021. The Company relies on future U.S. source

operating income in assessing utilization of the overall domestic losses and, by extension, future FTC realization during the 10-year FTC carryover period. The FTC carryovers will expire if not utilized as follows: $297 million in 2022; $976 million in 2023; $780 million in 2024; $674 million in 2025; $134 million in 2026; and $200 million in 2027.

The Company’s assessment of the realization of its FTC deferred tax asset is based on available evidence, including assumptions concerning future U.S. operating profits and foreign source income. As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to such assumptions could result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in the period including such change.

On March 30, 2020, MGM Grand Paradise was granted an extension of its exemption from the Macau 12% complementary tax on gaming profits through June 26, 2022, concurrent with the end of the term of its current gaming subconcession. Absent the exemption from complementary tax on gaming profits, “Net income attributable to MGM Resorts International” would have decreased by $10 million in 2021 and increased by $4 million in 2020 and diluted earnings per share would have decreased by $0.02 in 2021 and increased by $0.01 in 2020. The Company continues to assume that MGM Grand Paradise will pay the Macau 12% complementary tax on gaming profits for all periods beyond June 26, 2022 and has factored that assumption into the measurement of Macau deferred tax assets and liabilities.

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

MGM Grand Paradise’s exemption from the 12% complementary tax on gaming profits does not apply to dividend distributions of such profits to MGM China. On July 26, 2021, MGM Grand Paradise extended its agreement with the Macau government to settle the 12% complementary tax that would otherwise be due by its shareholder, MGM China, on distributions of its gaming profits by paying a flat annual payment regardless of the amount of distributable dividends. The extension covers distributions of gaming profits earned for the period April 1, 2020 through June 26, 2022. The agreement requires payments of approximately $1 million for the period April 1, 2020 through December 31, 2020, $2 million for January 1, 2021 through December 31, 2021, and $1 million for the period January 1, 2022 through June 26, 2022. The Company recorded $3 million of income tax expense during the year ended December 31, 2021 under the extension.

The Company has NOLs in certain of the states in which it operates that total $536 million as of December 31, 2021, which equates to deferred tax assets of $35 million after federal tax effect and before valuation allowance. The majority of these NOL carryforwards will expire if not utilized by 2025 through 2040 with the remaining being carried forward indefinitely. The Company has provided a valuation allowance of $6 million on certain of its state deferred tax assets, including a portion of NOLs described above.

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

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

						Year Ended December 31,
						2021						2020						2019
						(In thousands)
Gross unrecognized tax benefits at January 1						$	35,617					$	33,298					$	24,464
Gross increases - prior period tax positions						12,949						3,717						8,960
Gross decreases - prior period tax positions						(13,388)						(1,398)						(1,006)
Gross increases - current period tax positions						654						—						880
Settlements with Taxing Authorities						(16,264)						—						—
Gross unrecognized tax benefits at December 31						$	19,568					$	35,617					$	33,298

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $11 million and $9 million at December 31, 2021 and 2020, respectively.

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense, which were not material for each of the periods presented.

The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and foreign jurisdictions, although the income taxes paid in foreign jurisdictions are not material. As of December 31, 2021, the IRS can generally no longer assess tax with respect to years ended prior to 2016. During the twelve months ended December 31, 2021, the Company reached a settlement with the IRS Appeals Office on the examination of its 2014 U.S. consolidated federal income tax return. No cash tax payments were due as a result of the settlement.

As of December 31, 2021, other than adjustments resulting from the federal and state income tax audits discussed herein, the various state and local tax jurisdictions in which the Company files tax returns can no longer assess tax with respect to years ended prior to 2016. However, such state and local tax jurisdictions may adjust NOLs generated in such years that are utilized in subsequent years. During 2021, an examination of income tax returns filed in New Jersey for tax years 2015 through 2018 closed with no change and an examination of income tax returns filed in Massachusetts for tax years 2017 and 2018 closed with no material adjustments. Additionally, the Company's income tax returns filed in New York City for the tax years 2017 through 2019 are currently under examination. The Company does not anticipate any material adjustments upon resolution of this audit.

The Company received a final audit determination with respect to the examination of income tax returns filed in the state of Michigan for tax years 2014 through 2018. The Company had an informal conference with the Michigan Department of Treasury Hearings Division to contest the findings of the audit. The Hearings Division issued its decision and order and now the Company is determining its next course of action. Any final adjustments upon resolution of this matter are not expected to be material.

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

NOTE 11 – LEASES

The Company leases the land underlying certain of its properties, real estate, and various equipment under operating and, to a lesser extent, finance lease arrangements. The MGP master lease, which is further discussed in Note 18, eliminates in consolidation and, accordingly, is not included within the disclosures below.

Land. The Company, through MGP, is a lessee of land underlying MGM National Harbor and a portion of the land underlying Borgata and Beau Rivage. MGP is obligated to make lease payments through the non-cancelable term of the ground leases, which is through 2051 for Beau Rivage, through 2070 for Borgata, and through 2082 for MGM National Harbor. Additionally, MGM Grand Paradise has MGM Macau and MGM Cotai land concession contracts, each with an initial 25-year contract term ending in April 2031 and January 2038, respectively. The land leases are classified as operating leases.

Real Estate Assets. The Company leases the real estate assets of Bellagio, Mandalay Bay and MGM Grand Las Vegas, and Aria (including Vdara) pursuant to triple-net lease agreements, which are classified as operating leases. Each of the leases obligates the Company to spend a specified percentage of net revenues at the properties on capital expenditures and that the Company comply with certain financial covenants, which, if not met, would require the Company to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to 1 year of rent under the Mandalay Bay and MGM Grand lease and Aria lease and 2 years of rent under the Bellagio lease. The Company was in compliance with its applicable covenants as of December 31, 2021.

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

Mandalay Bay and MGM Grand Las Vegas lease. The Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from MGP BREIT Venture. The Mandalay Bay and MGM Grand Las Vegas lease has an initial term of 30 years with two 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 15 years and, thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3%. Annual cash rent payments for the second lease year that commenced on March 1, 2021 increased to $298 million as a result of the first 2% fixed annual escalator.

Aria lease. The Company leases the real estate assets of Aria (including Vdara) from funds managed by Blackstone. The Aria lease has an initial term of 30 years with three 10-year renewal periods, exercisable at the Company's option, with a fixed 2% rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3%. Annual cash rent payments for the first lease year that commenced on September 28, 2021 was $215 million.

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

			Year Ended December 31,
			2021						2020						2019
			(In thousands)
Operating lease cost, primarily classified within "General and administrative"(1)			$	870,779					$	751,002					$	143,954
Finance lease costs
Interest expense(2)			$	2,354					$	(21,320)					$	1,164
Amortization expense			73,475						70,476						13,341
Total finance lease costs			$	75,829					$	49,156					$	14,505

(1)The Bellagio lease and the Mandalay Bay and MGM Grand Las Vegas lease are held with related parties, as further discussed in Note 18. Operating lease cost includes $331 million for each of the years ended December 31, 2021 and 2020, and $42 million for the year ended December 31, 2019, related to the Bellagio lease. Operating lease cost includes $395 million, $347 million, and $0 for the years ended December 31, 2021, 2020, and December 31, 2019, respectively, related to the Mandalay Bay and MGM Grand Las Vegas lease.

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

			December 31,
			2021						2020
Supplemental balance sheet information			(In thousands)
Operating leases
Operating lease right-of-use assets, net(1)			$	11,492,805					$	8,286,694
Operating lease liabilities - current, classified within "Other accrued liabilities"			$	31,706					$	31,843
Operating lease liabilities - long-term(2)			11,802,464						8,390,117
Total operating lease liabilities			$	11,834,170					$	8,421,960
Finance leases
Finance lease right-of-use assets, net, classified within "Property and equipment, net"			$	151,909					$	200,980
Finance lease liabilities - current, classified within "Other accrued liabilities"			$	87,665					$	80,193
Finance lease liabilities - long-term, classified within "Other long-term obligations"			75,560						134,287
Total finance lease liabilities			$	163,225					$	214,480
Weighted average remaining lease term (years)
Operating leases			29						30
Finance leases			2						3
Weighted average discount rate (%)
Operating leases			7						8
Finance leases			3						3

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

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

			Year Ended December 31,
			2021						2020						2019
Cash paid for amounts included in the measurement of lease liabilities			(In thousands)
Operating cash outflows from operating leases			$	669,681					$	572,186					$	117,072
Operating cash outflows from finance leases			4,761						2,956						1,164
Financing cash outflows from finance leases(1)			73,257						34,494						10,311
ROU assets obtained in exchange for new lease liabilities
Operating leases			$	3,388,120					$	4,120,955					$	3,814,115
Finance leases			24,433						177,085						84,934

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

Maturities of lease liabilities were as follows:

			Operating Leases						Finance Leases
Year ending December 31,			(In thousands)
2022			$	838,062					$	90,633
2023			850,305						73,568
2024			862,796						1,747
2025			876,046						1,253
2026			885,863						24
Thereafter			26,660,145						—
Total future minimum lease payments			30,973,217						167,225
Less: Amount of lease payments representing interest			(19,139,047)						(4,000)
Present value of future minimum lease payments			11,834,170						163,225
Less: Current portion			(31,706)						(87,665)
Long-term portion of lease liabilities			$	11,802,464					$	75,560

NOTE 12 – 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 December 31, 2021, $33 million in letters of credit were outstanding under the Company’s senior credit facility. The Operating Partnership’s senior credit facility limits the amount of letters of credit that can be issued to $75 million. No letters of credit were outstanding under the Operating Partnership’s senior credit facility at December 31, 2021. The amount of available borrowings under each of the credit facilities is reduced by any outstanding letters of credit.

MGM China bank guarantee. In connection with the extension of the expiration of the gaming subconcession to June 2022, MGM Grand Paradise provided a bank guarantee to the government of Macau in May 2019 to warrant the fulfillment of an existing commitment of labor liabilities upon expiration of the gaming subconcession in June 2022. The amount of the bank guarantee was approximately $102 million as of December 31, 2021 when giving effect to foreign currency exchange rate fluctuations.

Bellagio BREIT Venture shortfall guarantee. The Company provides a shortfall guarantee of the $3.01 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, which matures in 2029. The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the

obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of Bellagio owned by Bellagio BREIT Venture, and the debt obligation. This guarantee is accounted for under ASC 460 at fair value; such value is immaterial.

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

MGP BREIT Venture bad acts guarantee. The Operating Partnership provides a guarantee for the losses incurred by the lenders of the indebtedness of MGP BREIT Venture arising out of certain bad acts by the Operating Partnership, its venture partner, or the venture, such as fraud or willful misconduct, based on the party’s percentage ownership of MGP BREIT Venture. This guarantee is capped at 10% of the principal amount outstanding at the time of the loss. The Operating Partnership and its venture partner have separately indemnified each other for the other party’s share of the overall liability exposure, if at fault. The guarantee is accounted for under ASC 460 at fair value; such value is immaterial.

NOTE 13 — STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Loss

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

						Currency Translation Adjustments						Cash Flow Hedges						Other						Total
						(In thousands)
Balances, January 1, 2019						$	(18,872)					$	9,144					$	1,172					$	(8,556)
Other comprehensive income (loss) before reclassifications						28,870						(28,783)						—						87
Amounts reclassified from accumulated other comprehensive loss to interest expense						—						(5,599)						—						(5,599)
Amounts reclassified from accumulated other comprehensive loss related to de-designation of interest rate swaps to "Other, net"						—						4,877						—						4,877
Other comprehensive income (loss), net of tax						28,870						(29,505)						—						(635)
Other changes in accumulated other comprehensive loss:
Empire City MGP transaction						—						—						195						195
MGP Class A share issuances						—						—						1,512						1,512
Park MGM Transaction						—						—						16						16
Northfield transaction						—						—						(2)						(2)
Other						—						—						481						481
Changes in accumulated other comprehensive loss						28,870						(29,505)						2,202						1,567
Other comprehensive (income) loss attributable to noncontrolling interest						(12,745)						9,532						—						(3,213)
Balances, December 31, 2019						(2,747)						(10,829)						3,374						(10,202)
Other comprehensive income (loss) before reclassifications						27,762						(94,740)						—						(66,978)
Amounts reclassified from accumulated other comprehensive loss to interest expense						—						17,922						—						17,922
Amounts reclassified from accumulated other comprehensive loss to "Other, net"						—						(2,547)						—						(2,547)
Other comprehensive income (loss), net of tax						27,762						(79,365)						—						(51,603)
Other changes in accumulated other comprehensive loss:
MGP Class A share issuances						—						—						646						646
MGP BREIT Venture Transaction						—						—						(59)						(59)
Redemption of Operating Partnership units						—						—						8,773						8,773
Other						—						—						(1,018)						(1,018)
Changes in accumulated other comprehensive loss						27,762						(79,365)						8,342						(43,261)
Other comprehensive (income) loss attributable to noncontrolling interest						(12,051)						34,837						—						22,786
Balances, December 31, 2020						12,964						(55,357)						11,716						(30,677)
Other comprehensive income (loss) before reclassifications						(24,655)						12,588						—						(12,067)
Amounts reclassified from accumulated other comprehensive loss to interest expense						—						22,200						—						22,200
Other comprehensive income (loss), net of tax						(24,655)						34,788						—						10,133
Other changes in accumulated other comprehensive loss
MGP Class A share issuances						—						—						3,240						3,240
Redemption of Operating Partnership units						—						—						5,327						5,327
Other						—						—						(2,358)						(2,358)
Changes in accumulated other comprehensive loss						(24,655)						34,788						6,209						16,342
Other comprehensive (income) loss attributable to noncontrolling interest						10,784						(21,065)						—						(10,281)
Balances, December 31, 2021						$	(907)					$	(41,634)					$	17,925					$	(24,616)

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

Noncontrolling interest

The following is a summary of net income attributable to MGM Resorts International and transfers to noncontrolling interest, which shows the effects of changes in the Company’s ownership interest in a subsidiary on the equity attributable to the Company:

						For the Years Ended December 31,
						2021						2020						2019
						(In thousands)
Net income (loss) attributable to MGM Resorts International						$	1,254,370					$	(1,032,724)					$	2,049,146
Transfers from/(to) noncontrolling interest:
Empire City MGP transaction						—						—						(18,718)
MGP Class A share issuances						103,174						64,834						151,976
Park MGM Transaction						—						—						(1,968)
Northfield transaction						—						—						21,679
MGP BREIT Venture Transaction						—						(6,562)						—
Redemption of Operating Partnership units						176,659						92,632						—
Other						(5,062)						(1,759)						(935)
Net transfers from noncontrolling interest						274,771						149,145						152,034
Change from net income (loss) attributable to MGM Resorts International and transfers to noncontrolling interest						$	1,529,141					$	(883,579)					$	2,201,180

Noncontrolling interest ownership transactions

E****mpire City MGP transaction. As further discussed in Note 18, on January 29, 2019, MGP acquired the developed real property associated with Empire City from the Company for consideration that included the issuance of approximately 13 million Operating Partnership units to a subsidiary of the Company. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the Empire City MGP transaction, the Company indirectly owned 74.6% of the partnership units in the Operating Partnership.

MGP Class A share issuance – January 2019. On January 31, 2019, MGP completed an offering of approximately 20 million of its Class A shares. In connection with the offering, the Operating Partnership issued an equal amount of Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests as a result of MGP’s Class A share issuance to adjust for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 69.7% of the partnership units in the Operating Partnership.

Park MGM Transaction. As further discussed in Note 18, on March 7, 2019, the Company entered into an amendment to the MGP master lease with respect to improvements made by the Company related to the rebranding of the Park MGM and NoMad Las Vegas property (the “Park MGM Transaction”) for which consideration included the issuance of approximately 1 million Operating Partnership units to a subsidiary of the Company. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 69.8% of the partnership units in the Operating Partnership.

Northfield transaction. As further discussed in Note 18, in April 2019, the Company acquired the membership interests of Northfield from MGP for consideration of approximately 9 million Operating Partnership units that were ultimately redeemed by the Operating Partnership and MGP retained the real estate assets. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the transaction, the Company indirectly owned 68.8% of the partnership units in the Operating Partnership.

MGP Class A share issuances – At-the-Market (“ATM”) program. During the year ended December 31, 2019, MGP issued approximately 5 million Class A shares under its ATM program. In connection with the issuances, the Operating Partnership issued an equal amount of Operating Partnership units to MGP during the year ended December 31, 2019. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the collective issuances, the Company indirectly owned 67.6% of the partnership units in the Operating Partnership**.**

MGP Class A share issuance – November 2019. On November 22, 2019, MGP completed an offering of 30 million of its Class A shares. The offering consisted of 18 million shares sold directly to the underwriters at closing and 12 million shares sold to forward purchasers under forward sale agreements. In connection with the offering, the Operating Partnership issued 18 million Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests as a result of MGP’s Class A share issuance to adjust for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 63.7% of the partnership units in the Operating Partnership.

MGP Class A share issuance – Forward settlements. On February 11, 2020 through February 13, 2020, MGP settled approximately 13 million Class A shares issued under forward sales agreements from MGP's November 2019 offering and under MGP's ATM program. In connection with the settlements, the Operating Partnership issued an equal amount of Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the settlements, the Company indirectly owned 61.2% of the partnership units in the Operating Partnership.

MGP Class A share issuance – BREIT. On February 14, 2020, in connection with MGP’s registered sale of approximately 5 million Class A shares to BREIT, the Operating Partnership issued an equal amount of Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 60.3% of the partnership units in the Operating Partnership.

MGP Class A share issuance – MGP BREIT Venture Transaction. In February 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership issued approximately 3 million Operating Partnership units to the Company as discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 60.6% of the partnership units in the Operating Partnership.

Redemption of Operating Partnership units. On May 18, 2020, the Operating Partnership redeemed approximately 30 million Operating Partnership units from the Company for $700 million pursuant to the waiver agreement discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the redemption, the Company indirectly owned 56.7% of the partnership units in the Operating Partnership. Further, on December 2, 2020, the Operating Partnership redeemed approximately 24 million Operating Partnership units from the Company for $700 million pursuant to the waiver agreement discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the redemption and as of December 31, 2020, the Company indirectly owned 53.0% of the partnership units in the Operating Partnership.

MGP Class A share issuance – March 2021. On March 15, 2021, MGP completed an offering of 22 million of its Class A shares, the proceeds of which were used to partially satisfy MGP’s obligations pursuant to the notice of redemption delivered by certain MGM subsidiaries, discussed below. Subsequent to MGP’s Class A share issuance and the redemption of Operating Partnership units, discussed below, the Company indirectly owned 42.1% of the partnership units in the Operating Partnership.

Redemption of Operating Partnership units – March 2021. In March 2021, subsidiaries of the Company delivered a notice of redemption to MGP covering approximately 37 million Operating Partnership units that they held in accordance with the terms of the Operating Partnership’s partnership agreement. Upon receipt of the notice of redemption, MGP formed a conflicts committee to determine the mix of consideration that it would provide for the Operating

Partnership units. The conflicts committee determined that MGP would redeem approximately 15 million Operating Partnership units for cash (with such Operating Partnership units retired upon redemption) and would satisfy its remaining obligation under that notice covering the remaining 22 million Operating Partnership units using the proceeds, net of the underwriters’ discount, of MGP’s Class A offering, for aggregate cash proceeds received by the Company of approximately $1.2 billion. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive loss. Subsequent to the collective transactions, the Company indirectly owned 42.1% of the partnership units in the Operating Partnership.

MGP Class A share issuances – ATM program. During the year ended December 31, 2021, MGP issued approximately 3 million Class A shares under its ATM program, which completed its ATM program. In connection with the issuances, the Operating Partnership issued an equal amount of Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive loss. Subsequent to the collective issuances, the Company indirectly owned 41.6% of the partnership units in the Operating Partnership.

Other equity activity

MGM Resorts International dividends. On February 9, 2022 the Company’s Board of Directors approved a quarterly dividend of $0.0025 per share that will be payable on March 15, 2022 to holders of record on March 10, 2022.

MGM Resorts International stock repurchase program. In February 2020, upon substantial completion of the May 2018 $2.0 billion stock repurchase program, the Company’s Board of Directors authorized a $3.0 billion stock repurchase program. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.

During the year ended December 31, 2019, the Company repurchased approximately 36 million shares of its common stock at an average purchase price of $28.77 per share for an aggregate amount of $1.0 billion. Repurchased shares were retired.

During the year ended December 31, 2020, the Company repurchased approximately 11 million shares of its common stock at an average purchase price of $32.57 per share for an aggregate amount of $354 million. Repurchased shares were retired.

During the year ended December 31, 2021, the Company repurchased approximately 43 million shares of its common stock at an average price of $40.70 per share for an aggregate amount of $1.8 billion. Repurchased shares were retired. During the year ended December 31, 2021, the Company completed its May 2018 $2.0 billion stock repurchase program and the remaining availability under the February 2020 $3.0 billion stock repurchase program was $1.3 billion as of December 31, 2021.

Subsequent to the year ended December 31, 2021, the Company repurchased approximately 15 million shares of its common stock at an average price of $43.88 per share for an aggregate amount of $670 million, 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.

NOTE 14 — STOCK-BASED COMPENSATION

MGM Resorts 2005 Omnibus Incentive Plan. The Company’s omnibus incentive plan, as amended (the “Omnibus Plan”), allows it to grant up to 45 million shares or share-based awards, such as stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance share units (“PSUs”) and other stock-based awards to eligible directors, officers and employees of the Company and its subsidiaries.

As of December 31, 2021, the Company had an aggregate of approximately 20 million shares of common stock available for grant as share-based awards under the Omnibus Plan. Additionally, as of December 31, 2021, the Company had approximately 1 million aggregate SARs outstanding and approximately 6 million aggregate RSUs and PSUs outstanding, including deferred share units and dividend equivalent units related to RSUs and PSUs.

As of December 31, 2021, there was $85 million of unamortized compensation related to SARs, RSUs, and PSUs, which is expected to be recognized over a weighted average period of 1.6 years.

MGM Growth Properties 2016 Omnibus Incentive Plan and MGM China Share Option Plan. The Company’s subsidiaries, MGP and MGM China, each adopted their own equity award plans for the issuance of share-based awards to each subsidiary’s eligible recipients.

Recognition of compensation cost. Compensation cost was recognized as follows:

						Year Ended December 31,
						2021						2020						2019
Compensation cost:						(In thousands)
Omnibus Plan						$	53,683					$	93,096					$	76,995
MGM Growth Properties Omnibus Incentive Plan						4,827						2,854						2,277
MGM China Share Option Plan						6,673						11,006						9,566
Total compensation cost						65,183						106,956						88,838
Less: Reimbursed costs and capitalized cost						(1,198)						(2,118)						(3,487)
Compensation cost after reimbursed costs and capitalized cost						63,985						104,838						85,351
Less: Related tax benefit						(12,982)						(20,605)						(16,752)
Compensation cost, net of tax benefit						$	51,003					$	84,233					$	68,599

NOTE 15 — EMPLOYEE BENEFIT PLANS

Multiemployer benefit plans. The Company currently participates in multiemployer pension plans in which the risks of participating differs from single-employer plans in the following aspects:

			a)			Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers;

			b)			If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers;

			c)			If an entity chooses to stop participating in some of its multiemployer plans, the entity may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability; and

			d)			If the plan is terminated by withdrawal of all employers and if the value of the nonforfeitable benefits exceeds plan assets and withdrawal liability payments, employers are required by law to make up the insufficient difference.

The Company’s participation in these plans is presented below.

						EIN/Pension						Pension Protection Act Zone Status (2)												FIP/RP						Contributions by the Company (in thousands)****(4)																		Surcharge						Expiration Dates of Collective Bargaining
Pension Fund**(1)**						Plan Number						2020						2019						Status (3)						2021						2020						2019						Imposed						Agreements
Southern Nevada Culinary and Bartenders Pension Plan						88-6016617/001						Green						Green						No						$	37,242					$	24,610					$	52,218					No						05/31/2023(5); 05/31/2024(5)
The Legacy Plan of the UNITE HERE Retirement Fund (UHF)						82-0994119/001						Red						Red						Implemented						$	7,683					$	5,151					$	10,151					No						5/31/2022

(1)The Company was listed in the plan's Form 5500 as providing more than 5% of the total contributions for the plan years 2020 and 2019 for both plans. At the date the financial statements were issued, Form 5500 was not available for the plan year 2021.

(2)The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Plans in the red zone are generally less than 65% funded (critical status) and plans in the green zone are at least 80% funded.

(3)Indicates plans for which a Financial Improvement Plan (FIP) or a Rehabilitation Plan (RP) is either pending or has been implemented.

(4)There have been no significant changes that affect the comparability of contributions.

(5)The Company is party to eleven collective bargaining agreements (CBA) that require contributions with the Local Joint Executive Board of Las Vegas, which is made up of the Culinary Workers Union and Bartenders Union. The agreements between Aria, Bellagio, Mandalay Bay, and MGM Grand Las Vegas are the most significant because more than half of the Company’s employee participants in this plan are covered by those four agreements.

Multiemployer benefit plans other than pensions. Pursuant to its collective bargaining agreements referenced above, the Company also contributes to UNITE HERE Health (the “Health Fund”), which provides healthcare benefits to

its active and retired members. The Company contributed $143 million, $138 million, and $206 million to the Health Fund in the years ended December 31, 2021, 2020, and 2019, respectively.

NOTE 16 — PROPERTY TRANSACTIONS, NET

Property transactions, net consisted of the following:

						Year Ended December 31,
						2021						2020						2019
						(In thousands)
Loss related to sale of Circus Circus Las Vegas and adjacent land						$	—					$	—					$	220,294
Other property transactions, net						(67,736)						93,567						55,508
						$	(67,736)					$	93,567					$	275,802

Circus Circus Las Vegas and adjacent land. In December 2019, the Company completed the sale of Circus Circus Las Vegas and the adjacent land for $825 million, which consisted of $663 million paid in cash and a secured note due 2024 with a face value of $163 million and fair value of $134 million. The note has a stated interest rate of 3% for the first two years, 4% for following two years, and 4.5% for the fifth year and is secured by the borrower with the land adjacent to Circus Circus Las Vegas as collateral with an effective interest rate of 7.31%. The interest on the note, which is comprised of the stated interest and the discount on the note, amortizes into interest income using the effective interest method over the length of the agreement. The carrying value of the note receivable was $155 million and $144 million as of December 31, 2021 and 2020, respectively, and was recorded within “Other long-term assets, net” in the consolidated balance sheets.

During the third quarter of 2019, the Company recorded a non-cash impairment charge of $219 million, which reflects the amount by which the assets’ carrying value exceeds the assets’ fair value (expected selling price). The Company further recognized a loss of $2 million during the fourth quarter of 2019 primarily relating to selling costs. The assets and liabilities of Circus Circus Las Vegas and the adjacent land of $810 million and $14 million, respectively, primarily consisted of property and equipment, net of $785 million. Circus Circus Las Vegas was not classified as discontinued operations for the year ended December 31, 2019 because the Company concluded that the sale is not a strategic shift that has a major effect on the Company’s operations or its financial results and it does not represent a major geographic segment or product line.

Other. Other property transactions, net in 2021 includes a gain of $76 million relating to the sale of art and a gain of $29 million related to a reduction in the estimate of contingent consideration related to the Empire City acquisition, partially offset by an other-than-temporary impairment charge of $22 million related to an investment in an unconsolidated affiliate, as discussed in Note 6, as well as miscellaneous asset disposals and write-downs.

Other property transactions, net in 2020 includes other-than-temporary impairment charges of $64 million related to an investment in an unconsolidated affiliate, as discussed in Note 6, a loss of $17 million related to production show costs, as well as miscellaneous asset disposals and write-downs.

Other property transactions, net for 2019 includes miscellaneous asset disposals and demolition costs.

NOTE 17 — SEGMENT INFORMATION

The Company’s management views each of its casino resorts as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. The Company has aggregated its operating segments into the following reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China.

Las Vegas Strip Resorts. Las Vegas Strip Resorts consists of the following casino resorts: Aria (including Vdara) (upon acquisition in September 2021), Bellagio, MGM Grand Las Vegas (including The Signature), Mandalay Bay (including Delano and Four Seasons), The Mirage, Luxor, New York-New York (including The Park), Excalibur, Park MGM (including NoMad Las Vegas) and Circus Circus Las Vegas (until the sale of such property in December 2019).

Regional Operations. Regional Operations consists of the following casino resorts: MGM Grand Detroit in Detroit, Michigan; Beau Rivage in Biloxi, Mississippi; Gold Strike Tunica in Tunica, Mississippi; Borgata in Atlantic City, New Jersey; MGM National Harbor in Prince George’s County, Maryland; MGM Springfield in Springfield, Massachusetts; Empire City in Yonkers, New York (upon acquisition in January 2019); and MGM Northfield Park in Northfield Park, Ohio (upon MGM’s acquisition of the operations from MGP in April 2019).

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

The Company’s operations related to investments in unconsolidated affiliates, MGM Northfield Park (prior to April 1, 2019 as the operations were owned by MGP until that date), 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, gain on REIT transactions, net, restructuring costs (which represents costs related to severance, accelerated stock compensation expense, and consulting fees directly related to the operating model component of the MGM 2020 Plan), rent expense associated with triple-net operating and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, property transactions, net, and excludes gain on consolidation of CityCenter, net, gain related to CityCenter's sale of Harmon land recorded within income from unconsolidated affiliates, and corporate expense (which includes CEO transition expense and October 1 litigation settlement) and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminates in consolidation.

The following tables present the Company’s segment information:

						Year Ended December 31,
						2021						2020						2019
						(In thousands)
Net revenue
Las Vegas Strip Resorts
Casino						$	1,549,419					$	728,254					$	1,296,170
Rooms						1,402,712						662,813						1,863,521
Food and beverage						1,015,366						471,529						1,517,745
Entertainment, retail and other						769,688						383,189						1,153,615
						4,737,185						2,245,785						5,831,051
Regional Operations
Casino						2,721,515						1,569,193						2,537,780
Rooms						220,828						130,945						316,753
Food and beverage						307,750						184,153						494,243
Entertainment, retail and other						142,270						82,880						201,008
						3,392,363						1,967,171						3,549,784
MGM China
Casino						1,057,962						565,671						2,609,806
Rooms						66,498						36,624						142,306
Food and beverage						68,489						40,284						127,152
Entertainment, retail and other						17,812						14,124						26,158
						1,210,761						656,703						2,905,422
Reportable segment net revenues						9,340,309						4,869,659						12,286,257
Corporate and other						339,831						292,423						613,415
						$	9,680,140					$	5,162,082					$	12,899,672
Adjusted Property EBITDAR
Las Vegas Strip Resorts						$	1,738,211					$	232,188					$	1,643,122
Regional Operations						1,217,814						343,990						969,866
MGM China						25,367						(193,832)						734,729
Reportable segment Adjusted Property EBITDAR						2,981,392						382,346						3,347,717
Other operating income (expense)
Corporate and other, net						(560,309)						(530,843)						(331,621)
Preopening and start-up expenses						(5,094)						(84)						(7,175)
Property transactions, net						67,736						(93,567)						(275,802)
Depreciation and amortization						(1,150,610)						(1,210,556)						(1,304,649)
Gain on REIT transactions, net						—						1,491,945						2,677,996
Gain on consolidation of CityCenter, net						1,562,329						—						—
CEO transition expense						—						(44,401)						—
October 1 litigation settlement						—						(49,000)						—
Restructuring						—						(26,025)						(92,139)
Triple-net operating lease and ground lease rent expense						(833,158)						(710,683)						(74,656)
Gain related to sale of Harmon land - unconsolidated affiliate						49,755						—						—
Income from unconsolidated affiliates related to real estate ventures						166,658						148,434						544
Operating income (loss)						2,278,699						(642,434)						3,940,215
Non-operating income (expense)
Interest expense, net of amounts capitalized						(799,593)						(676,380)						(847,932)
Non-operating items from unconsolidated affiliates						(83,243)						(103,304)						(62,296)
Other, net						65,941						(89,361)						(183,262)
						(816,895)						(869,045)						(1,093,490)
Income (loss) before income taxes						1,461,804						(1,511,479)						2,846,725
Benefit (provision) for income taxes						(253,415)						191,572						(632,345)
Net income (loss)						1,208,389						(1,319,907)						2,214,380
Less: Net (income) loss attributable to noncontrolling interests						45,981						287,183						(165,234)
Net income (loss) attributable to MGM Resorts International						$	1,254,370					$	(1,032,724)					$	2,049,146

						Year Ended December 31,
						2021						2020						2019
Capital expenditures:						(In thousands)
Las Vegas Strip Resorts						$	266,944					$	87,511					$	285,863
Regional Operations						77,406						41,456						187,489
MGM China						67,989						108,352						145,634
Reportable segment capital expenditures						412,339						237,319						618,986
Corporate and other						78,358						33,260						120,020
						$	490,697					$	270,579					$	739,006

Total assets are not allocated to segments for internal reporting presentations or when determining the allocation of resources and, accordingly, are not presented.

Long-lived assets, which includes property and equipment, net, operating and finance lease right-of-use assets, net, goodwill, and other intangible assets, net, presented by geographic region in which the Company holds assets are presented below:

						December 31,
						2021						2020						2019
Long-lived assets:						(In thousands)
United States						$	25,848,917					$	21,035,992					$	20,582,055
China and all other foreign countries						7,176,763						7,617,819						8,007,449
						$	33,025,680					$	28,653,811					$	28,589,504

NOTE 18 — RELATED PARTY TRANSACTIONS

CityCenter

Management agreements. Until the Company's acquisition of CityCenter in September 2021, the Company was party to a management agreement pursuant to which it managed the operations of CityCenter for a fee of 2% of revenue and 5% of EBITDA (as defined within the management agreement) for Aria and Vdara. The Company earned fees of $29 million, $16 million and $48 million during the years ended December 31, 2021, 2020, and 2019, respectively. The Company incurred costs reimbursable by CityCenter, primarily for employee compensation and certain allocated costs in performing the Company's management services, of $187 million, $212 million and $420 million during the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2020, CityCenter owed the Company $39 million for management services and reimbursable costs recorded in “Accounts receivable, net” on the consolidated balance sheets. The management agreement was terminated in connection with the Company's acquisition of CityCenter, as discussed in Note 4.

MGM China

Ms. Ho, Pansy Catilina Chiu King (“Ms. Ho”) is the Co-Chairperson of the Board of Directors of, and holds a minority ownership interest in, MGM China. Ms. Ho is also the managing director of Shun Tak Holdings Limited (together with its subsidiaries “Shun Tak”), a leading conglomerate in Hong Kong with core businesses in transportation, property, hospitality and investments. Shun Tak provides various services and products, including ferry tickets, travel products, rental of hotel rooms, laundry services and property cleaning services to MGM China. In addition, MGM China leases transportation equipment and office space from Shun Tak. MGM China incurred expenses relating to Shun Tak of $7 million, $7 million and $16 million for the years ended December 31, 2021, 2020 and 2019, respectively.

In addition, Ms. Ho indirectly holds a 50% interest in an entity that provides, along with its subsidiary, marketing and public relations consulting services, including for the retendering of MGM China's gaming subconcession, to MGM China, which totaled $4 million, $1 million, and $4 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Grand Paradise Macau deferred cash payment. On September 1, 2016, the Company purchased 188.1 million common shares of its MGM China subsidiary from Grand Paradise Macau (“GPM”), an entity controlled by Ms. Ho. As

part of the consideration for the purchase, the Company agreed to pay GPM or its nominee a deferred cash payment of $50 million. The payments included amounts equal to the ordinary dividends received on such shares, with a final lump sum payment due on the fifth anniversary of the closing date of the transaction, which was made in September 2021. Such amounts were paid to Expert Angels Limited, an entity controlled by an immediate family member of Ms. Ho. As of December 31, 2020, the Company recorded a remaining liability on a discounted basis of $33 million in “Other accrued liabilities” on the consolidated balance sheets.

MGM Branding and Development Holdings, Ltd. (together with its subsidiary MGM Development Services, Ltd., “MGM Branding and Development”), an entity included in the Company’s consolidated financial statements in which Ms. Ho indirectly holds a noncontrolling interest, is party to a brand license agreement and a development services agreement with MGM China, for which the related amounts are eliminated in consolidation. An entity owned by Ms. Ho received distributions of $8 million, $5 million and $20 million for the years ended December 31, 2021, 2020 and 2019, respectively, in connection with the ownership of a noncontrolling interest in MGM Branding and Development Holdings, Ltd.

MGP

As further described in Note 1, pursuant to the master lease with MGP, 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 MGP.

MGP master lease. The MGP master lease has an initial lease term of 10 years that began on April 25, 2016 (other than with respect to MGM National Harbor, as described below) with the potential to extend the term for four additional 5-year terms thereafter at the option of the Company (with additional renewal options with respect to MGM Springfield, as described below). The MGP master lease provides that any extension of its term must apply to all of the real estate under the master lease at the time of the extension. The MGP master lease provides that the initial term with respect to MGM National Harbor ends on April 31, 2024. Thereafter, the initial term of the MGP master lease with respect to MGM National Harbor may be renewed at the option of the Company for an initial renewal period lasting until the earlier of the end of the then-current term of the master lease or the next renewal term (depending on whether the Company elects to renew the other properties under the master lease in connection with the expiration of the initial 10-year term). If, however, the Company chooses not to renew the lease with respect to MGM National Harbor after the initial MGM National Harbor term under the master lease, the Company would also lose the right to renew the MGP master lease with respect to the rest of the properties when the initial 10-year lease term ends related to the rest of the properties in 2026. In addition to the four 5-year renewal terms, the term of the lease with respect to MGM Springfield may be extended for an additional four 5-year renewal terms. The MGP master lease has a triple-net structure, which requires the Company 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 base rent. Additionally, the master lease provides MGP 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 MGP may exercise should the Company elect to sell this property in the future.

Rent under the MGP master lease consists of a base rent component and a percentage rent component. As of December 31, 2021, the base rent represents approximately 91% of the rent payments due and the percentage rent represents approximately 9% of the rent payments due under the MGP master lease. The MGP master lease also provides for fixed annual escalators of 2% on the base rent through the sixth lease year and the possibility for additional 2% increases thereafter subject to the tenant and operating subsidiary sublessee, collectively, meeting an adjusted net revenue to rent ratio, as well as potential increases in percentage rent in year six and every five years thereafter based on a percentage of average actual annual net revenue during the preceding five year period calculated in accordance with the terms under the master lease. With respect to the additional renewal terms for MGM Springfield, for the first two additional renewal terms, base rent will include a fixed annual rent escalator of 2.0%, subject to the adjusted net revenue to rent ratio, as discussed above. For each lease year subsequent to the first two additional renewal terms, the base rent shall be the Fair Market Rent (as defined in the MGP master lease) in respect of MGM Springfield. The MGP master lease also contains customary events of default and financial covenants; provided that the tenant will not be in default of the financial covenants in the event there is an unavoidable delay (as such term is defined in the lease). The Company was in compliance with all applicable covenants as of December 31, 2021.

Subsequent to the Company completing its acquisition of Empire City in January 2019, MGP acquired the developed real property associated with Empire City from the Company for consideration of approximately $634 million, which included the assumption of debt of approximately $246 million, which was immediately repaid, and the remainder in issuance of Operating Partnership units. The real estate assets of Empire City were then leased to the Company pursuant to an amendment to the MGP master lease, increasing the annual rent payment to MGP by $50 million, prorated for the remainder of the lease year. Consistent with the MGP master lease terms, 90% of this rent will be fixed and contractually

grow at 2% per year until 2022. As disclosed above, the master lease provides MGP with a right of first offer with respect to certain undeveloped land adjacent to the property to the extent the Company develops additional gaming facilities, which MGP may exercise should the Company elect to sell this property in the future.

On March 7, 2019, the Company entered into an amendment to the existing MGP master lease with respect to the Park MGM Transaction. In connection with the transaction, the Company received consideration of $638 million, of which approximately $606 million was paid in cash and the remainder in issuance of Operating Partnership units. Additionally, the annual rent payment to MGP was increased by $50 million, prorated for the remainder of the lease year. Consistent with the master lease terms, 90% of this rent will be fixed and contractually grow at 2% per year until 2022.

Additionally, on April 1, 2019, the Company acquired the membership interests of Northfield from MGP, which held the operations of Northfield, for fair value of consideration of approximately $305 million consisting primarily of approximately 9 million Operating Partnership units that were ultimately redeemed by the Operating Partnership, and MGP retained the associated real estate assets. The Company then rebranded the property to MGM Northfield Park, which was then added to the existing MGP master lease with MGP, increasing the annual rent payment to MGP by $60 million. Consistent with the master lease terms, 90% of this rent will be fixed and contractually grow at 2% per year until 2022.

The annual rent payments under the MGP master lease for the fourth lease year, which commenced on April 1, 2019, increased to $946 million from $770 million at the start of the third lease year. The increase was a result of the $50 million in additional rent for each of the Park MGM Transaction and the addition of Empire City in the beginning of 2019, the $60 million of additional rent for MGM Northfield Park, which entered the Master Lease on April 1, 2019, as well as the third 2% fixed annual rent escalator that went into effect on April 1, 2019.

On February 14, 2020, the Company amended the MGP master lease to remove Mandalay Bay from such master lease and the annual rent under the MGP master lease was reduced by $133 million to $813 million.

The annual cash rent payments under the MGP master lease for the fifth lease year, which commenced on April 1, 2020, increased to $828 million from $813 million, as a result of the fourth 2% fixed annual rent escalator that went into effect on April 1, 2020.

The annual cash rent payments under the MGP master lease for the sixth lease year, which commenced on April 1, 2021, increased to $843 million from $828 million, as a result of the fifth 2% fixed annual rent escalator that went into effect on April 1, 2021.

In October 2021, MGP acquired the real estate assets of MGM Springfield from the Company for $400 million of cash consideration, which was accounted for as a transaction between entities under common control. The Company adjusted the carrying value of noncontrolling interests to adjust for its share of the difference between the carrying value of the net assets transferred and the consideration received, with offsetting adjustments to capital in excess of par value. MGM Springfield was added to the master lease between the Company and MGP. Following the closing of the transaction, the annual rent payment to MGP increased from $843 million to $873 million, reflecting the addition of MGM Springfield, which increased the annual rent payment by $30 million, $27 million of which will be fixed and contractually grow at 2% per year with escalators subject to the adjusted net revenue to rent ratio, as further described above. Final regulatory approvals, which were not necessary for the transaction to close, are expected to be received within nine to twelve months following the close of the transaction. Until final regulatory approvals are obtained, the parties will be subject to a trust agreement, which provides for the property to go into a trust (or, at the Company’s option, be returned to the Company) during the interim period in the event that the regulator finds reasonable cause to believe that MGP may not be found suitable. The property will then remain in trust until a final determination regarding MGP’s suitability is made.

Additionally, refer to Note 1 for discussion relating to the waiver agreement with MGP and the Operating Partnership units redeemed in 2020 thereunder.

All intercompany transactions, including transactions under the MGP master lease, have been eliminated in the Company’s consolidation of MGP. The public ownership of MGP’s Class A shares is recognized as noncontrolling interests in the Company’s consolidated financial statements.

As further described in Note 1, in August 2021, the Company entered into an agreement with VICI and MGP whereby VICI will acquire MGP in a stock-for-stock transaction. As part of the transaction, the Company will enter into an amended and restated master lease with VICI. The transaction is expected to close in the first half of 2022, subject to customary closing conditions, regulatory approvals, and approval by VICI stockholders (which was obtained on October 29, 2021).

Bellagio BREIT Venture

The Company has a 5% ownership interest in Bellagio BREIT Venture, which owns the real estate assets of Bellagio and leases such assets to a subsidiary of the Company pursuant to a lease agreement. Refer to Note 11 for further information related to the Bellagio lease.

MGP BREIT Venture

MGP has a 50.1% ownership interest in MGP BREIT Venture, which owns the real estate assets of Mandalay Bay and MGM Grand Las Vegas and leases such assets to a subsidiary of the Company pursuant to a lease agreement. Refer to Note 11 for further information related to the Mandalay Bay and MGM Grand Las Vegas lease.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

						Balance at Beginning of Period						Expected Credit Losses						Write-offs, Net of Recoveries						Balance at End of Period
Loss reserve:
Year Ended December 31, 2021						$	126,589					$	21,852					$	(20,093)					$	128,348
Year Ended December 31, 2020						94,561						71,422						(39,394)						126,589
Year Ended December 31, 2019						90,775						39,270						(35,484)						94,561

						Balance at Beginning of Period						Increase						Decrease						Balance at End of Period
Deferred income tax valuation allowance:
Year Ended December 31, 2021						$	2,875,595					$	8,667					$	—					$	2,884,262
Year Ended December 31, 2020						2,574,056						301,539						—						2,875,595
Year Ended December 31, 2019						2,477,703						96,353						—						2,574,056