Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements:
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 34)						53
Consolidated Balance Sheets — December 31, 2022 and 2021						57
Years Ended December 31, 2022, 2021 and 2020
Consolidated Statements of Operations						58
Consolidated Statements of Comprehensive Income (Loss)						59
Consolidated Statements of Cash Flows						60
Consolidated Statements of Stockholders’ Equity						61
Notes to Consolidated Financial Statements						62

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, 2022, 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, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at The Cosmopolitan of Las Vegas (“The Cosmopolitan”), which was acquired on May 17, 2022, and whose financial statements constitute approximately 11% of total assets and approximately 6% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2022. Accordingly, our audit did not include the internal control over financial reporting at The Cosmopolitan.

Basis for Opinion

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 24, 2023

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, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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, 2022, 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 24, 2023, 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 Matters

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

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

Critical Audit Matter Description

On May 17, 2022, the Company acquired 100% of the equity interests in the entities that own the operations of The Cosmopolitan of Las Vegas for cash consideration of $1.625 billion plus working capital adjustments for a total purchase price of approximately $1.7 billion. The Company recognized 100% of the acquired assets and assumed liabilities at fair value at the date of the acquisition. Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction. The estimated fair values of the identified intangible assets were determined using methodologies under the income approach based on significant inputs that were not observable. The intangible assets include $130 million of trademarks, which is an indefinite-lived intangible asset, and $95 million of customer lists, which is amortized over its estimated useful life of seven years. Goodwill of $1.3 billion was recognized as the excess of the cash consideration over the identifiable assets acquired and liabilities assumed.

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

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

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 and customer list, including those over management’s forecast and the selection of discount rates.

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

◦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.

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

Critical Audit Matter Description

Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A., a gaming subconcession was acquired by MGM Grand Paradise for the right to operate games of chance and other casino games. On June 23, 2022, MGM Grand Paradise entered into an addendum to its subconcession pursuant to which its gaming subconcession was extended to December 31, 2022. Further, a new gaming law was approved by the Macau Legislative Assembly on June 21, 2022. Under the new gaming law, the existing subconcessions were discontinued and a maximum of six concessions were to be awarded for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three years under certain exceptional circumstances.

The enactment of the new Macau gaming law in June 2022 provides for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also includes material changes to the rights and obligations provided for under the new gaming concessions. As a result, the Company determined that the MGM Grand Paradise gaming subconcession and new gaming concession are two separate units of account. Additionally, in June 2022, the Company reassessed the useful life of the gaming subconcession intangible asset and determined that, given the new gaming law and the resulting changes described above, the useful life would no longer be based on the initial term of the MGM Cotai land concession, which ends in January 2038, and that the useful life should be revised to align with the cessation of the subconcession rights, which ended on December 31, 2022. Accordingly, amortization of the MGM Grand Paradise gaming subconcession was recognized on a straight-line basis over its reduced useful life. The gaming subconcession was fully amortized as of December 31, 2022.

We identified the determination of the unit of account and the revision of the useful life of the MGM Grand Paradise gaming subconcession intangible asset as a critical audit matter because the accounting guidance under Accounting Standard Codification (“ASC”) 350-30, Intangibles–Goodwill and Other: General Intangibles Other than Goodwill, involved challenging, subjective, and complex judgments. Therefore, auditing this matter, involved a higher degree of auditor judgment and subjectivity, including the involvement of specialists.

How the Critical Audit Matter Was Addressed in the Audit

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

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

• We inspected the new gaming law which was approved in June 2022 and the underlying agreements related to the subconcession and subsequent extensions. With the assistance of technical accounting specialists, we evaluated the reasonableness of management’s application of the accounting guidance in ASC 350-30 and the judgments used by management to determine the unit of account and the revision of the useful life of the MGM Grand Paradise gaming subconcession intangible asset.

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

/s/ Deloitte & Touche LLP

Las Vegas, Nevada

February 24, 2023

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,
						2022						2021
ASSETS
Current assets
Cash and cash equivalents						$	5,911,893					$	4,703,059
Restricted cash						—						500,000
Accounts receivable, net						852,149						583,915
Inventories						126,065						96,374
Income tax receivable						73,016						273,862
Prepaid expenses and other						583,132						258,972
Assets held for sale						608,437						—
Total current assets						8,154,692						6,416,182
Property and equipment, net						5,223,928						14,435,493
Other assets
Investments in and advances to unconsolidated affiliates						173,039						967,044
Goodwill						5,029,312						3,480,997
Other intangible assets, net						1,551,252						3,616,385
Operating lease right-of-use assets, net						24,530,929						11,492,805
Other long-term assets, net						1,029,054						490,210
Total other assets						32,313,586						20,047,441
						$	45,692,206					$	40,899,116
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts and construction payable						$	369,817					$	286,196
Current portion of long-term debt						1,286,473						1,000,000
Accrued interest on long-term debt						83,451						172,624
Other accrued liabilities						2,236,323						1,983,444
Liabilities related to assets held for sale						539,828						—
Total current liabilities						4,515,892						3,442,264
Deferred income taxes, net						2,969,443						2,439,364
Long-term debt, net						7,432,817						11,770,797
Operating lease liabilities						25,149,299						11,802,464
Other long-term obligations						256,282						319,914
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests						158,350						147,547
Stockholders' equity
Common stock, $0.01 par value: authorized 1,000,000,000 shares, issued and outstanding 379,087,524 and 453,803,759 shares						3,791						4,538
Capital in excess of par value						—						1,750,135
Retained earnings						4,794,239						4,340,588
Accumulated other comprehensive income (loss)						33,499						(24,616)
Total MGM Resorts International stockholders' equity						4,831,529						6,070,645
Noncontrolling interests						378,594						4,906,121
Total stockholders' equity						5,210,123						10,976,766
						$	45,692,206					$	40,899,116

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,
						2022						2021						2020
Revenues
Casino						$	5,734,173					$	5,362,912					$	2,871,720
Rooms						3,057,145						1,690,037						830,382
Food and beverage						2,604,238						1,391,605						696,040
Entertainment, retail and other						1,686,236						1,009,503						518,991
Reimbursed costs						45,693						226,083						244,949
						13,127,485						9,680,140						5,162,082
Expenses
Casino						2,746,576						2,551,169						1,701,783
Rooms						937,272						600,942						419,156
Food and beverage						1,905,625						1,034,780						674,118
Entertainment, retail and other						1,017,817						617,635						412,705
Reimbursed costs						45,693						226,083						244,949
General and administrative						4,226,617						2,507,239						2,122,333
Corporate expense						479,118						422,777						460,148
Preopening and start-up expenses						1,876						5,094						84
Property transactions, net						(1,036,997)						(67,736)						93,567
Gain on REIT transactions, net						(2,277,747)						—						(1,491,945)
Gain on consolidation of CityCenter, net						—						(1,562,329)						—
Depreciation and amortization						3,482,050						1,150,610						1,210,556
						11,527,900						7,486,264						5,847,454
Income (loss) from unconsolidated affiliates						(160,213)						84,823						42,938
Operating income (loss)						1,439,372						2,278,699						(642,434)
Non-operating income (expense)
Interest expense, net of amounts capitalized						(594,954)						(799,593)						(676,380)
Non-operating items from unconsolidated affiliates						(23,457)						(83,243)						(103,304)
Other, net						82,838						65,941						(89,361)
						(535,573)						(816,895)						(869,045)
Income (loss) before income taxes						903,799						1,461,804						(1,511,479)
Benefit (provision) for income taxes						(697,068)						(253,415)						191,572
Net income (loss)						206,731						1,208,389						(1,319,907)
Less: Net loss attributable to noncontrolling interests						1,266,362						45,981						287,183
Net income (loss) attributable to MGM Resorts International						$	1,473,093					$	1,254,370					$	(1,032,724)
Earnings (loss) per share
Basic						$	3.52					$	2.44					$	(2.02)
Diluted						$	3.49					$	2.41					$	(2.02)
Weighted average common shares outstanding
Basic						409,201						481,930						494,152
Diluted						412,993						487,356						494,152

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,
						2022						2021						2020
Net income (loss)						$	206,731					$	1,208,389					$	(1,319,907)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment						27,336						(24,655)						27,762
Unrealized gain (loss) on cash flow hedges						37,692						34,788						(79,365)
Other comprehensive income (loss)						65,028						10,133						(51,603)
Comprehensive income (loss)						271,759						1,218,522						(1,371,510)
Less: Comprehensive loss attributable to noncontrolling interests						1,249,085						35,700						309,969
Comprehensive income (loss) attributable to MGM Resorts International						$	1,520,844					$	1,254,222					$	(1,061,541)

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,
						2022						2021						2020
Cash flows from operating activities
Net income (loss)						$	206,731					$	1,208,389					$	(1,319,907)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization						3,482,050						1,150,610						1,210,556
Amortization of debt discounts, premiums and issuance costs						32,769						40,328						34,363
Loss on early retirement of debt						—						37						126,462
Provision for credit losses						22,738						21,852						71,422
Stock-based compensation						71,296						65,183						106,956
Property transactions, net						(1,036,997)						(67,736)						93,567
Gain on REIT transactions, net						(2,277,747)						—						(1,491,945)
Gain on consolidation of CityCenter, net						—						(1,562,329)						—
Noncash lease expense						437,603						188,917						183,399
Other investment gains						(12,430)						(28,417)						—
Loss (income) from unconsolidated affiliates						183,670						(1,580)						60,366
Distributions from unconsolidated affiliates						37,435						99,370						86,584
Deferred income taxes						496,189						241,947						18,347
Change in operating assets and liabilities:
Accounts receivable						(211,687)						(236,182)						960,099
Inventories						(26,627)						3,107						14,705
Income taxes receivable and payable, net						197,097						(30,444)						(216,250)
Prepaid expenses and other						(14,424)						(36,608)						(37)
Accounts payable and accrued liabilities						183,839						442,626						(1,382,980)
Other						(15,043)						(125,647)						(48,750)
Net cash provided by (used in) operating activities						1,756,462						1,373,423						(1,493,043)
Cash flows from investing activities
Capital expenditures						(765,067)						(490,697)						(270,579)
Dispositions of property and equipment						112,019						106,600						6,136
Proceeds from sale of operating resorts						1,054,313						—						—
Proceeds from real estate transactions						4,373,820						3,888,431						2,455,839
Acquisitions, net of cash acquired						(1,889,118)						(1,789,604)						—
Investments in unconsolidated affiliates						(254,786)						(226,889)						(96,925)
Distributions from unconsolidated affiliates						10,361						9,694						63,960
Investments and other						(523,361)						46,110						873
Net cash provided by investing activities						2,118,181						1,543,645						2,159,304
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities – maturities of 90 days or less						1,148,276						(2,096,217)						(1,595,089)
Issuance of long-term debt						—						749,775						3,550,000
Repayment of long-term debt						(1,070,340)						—						(846,815)
Debt issuance costs						(1,367)						(18,726)						(62,348)
Proceeds from issuance of bridge loan facility						—						—						1,304,625
Issuance of MGM Growth Properties Class A shares, net						—						792,851						524,704
Dividends paid to common shareholders						(4,048)						(4,789)						(77,606)
Distributions to noncontrolling interest owners						(210,699)						(324,190)						(286,385)
Repurchases of common stock						(2,775,217)						(1,753,509)						(353,720)
Other						(110,907)						(159,290)						(53,939)
Net cash provided by (used in) financing activities						(3,024,302)						(2,814,095)						2,103,427
Effect of exchange rate on cash, cash equivalents, and restricted cash						8,926						(1,551)						2,345
Change in cash and cash equivalents classified as assets held for sale						(25,938)						—						—
Cash, cash equivalents, and restricted cash
Net increase for the period						833,329						101,422						2,772,033
Balance, beginning of period						5,203,059						5,101,637						2,329,604
Balance, end of period						$	6,036,388					$	5,203,059					$	5,101,637
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized						$	573,629					$	705,680					$	639,718
Federal, state and foreign income taxes paid, net						22,955						43,018						8,543
Non-cash investing and financing activities
Investments in unconsolidated affiliates						$	—					$	—					$	802,000
VICI 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, 2022, 2021 and 2020

(In thousands**)**

						Common Stock												Capital in Excess of Par Value						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Total MGM Resorts International Stockholders' Equity						Noncontrolling Interests						Total Stockholders' Equity
						Shares						Par Value
Balances, January 1, 2020						503,148						$	5,031					$	3,531,099					$	4,201,337					$	(10,202)					$	7,727,265					$	4,935,654					$	12,662,919
Net 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 issuance						—						—						64,188						—						646						64,834						442,717						507,551
MGM Grand Las Vegas and Mandalay Bay transaction						—						—						(6,503)						—						(59)						(6,562)						8,287						1,725
Redemption of MGP OP units						—						—						83,859						—						8,773						92,632						(114,924)						(22,292)
Other						—						—						(1,724)						—						(1,018)						(2,742)						(638)						(3,380)
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 MGP OP units						—						—						171,332						—						5,327						176,659						(227,487)						(50,828)
MGM Springfield transaction						—						—						(133,844)						—						—						(133,844)						172,749						38,905
Other						—						—						(10,312)						—						(2,358)						(12,670)						2,341						(10,329)
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
Net income (loss)						—						—						—						1,473,093						—						1,473,093						(1,275,865)						197,228
Currency translation adjustment						—						—						—						—						34,268						34,268						(6,932)						27,336
Cash flow hedges						—						—						—						—						13,483						13,483						24,209						37,692
Stock-based compensation						—						—						65,700						—						—						65,700						5,596						71,296
Issuance of common stock pursuant to stock-based compensation awards						1,688						17						(27,042)						—						—						(27,025)						—						(27,025)
Cash distributions to noncontrolling interest owners						—						—						—						—						—						—						(95,622)						(95,622)
Dividends declared and paid to common shareholders ($0.01 per share)						—						—						—						(4,048)						—						(4,048)						—						(4,048)
Issuance of restricted stock units						—						—						1,941						—						—						1,941						186						2,127
Repurchases of common stock						(76,404)						(764)						(1,759,059)						(1,015,394)						—						(2,775,217)						—						(2,775,217)
Adjustment of redeemable noncontrolling interest to redemption value						—						—						(31,888)						—						—						(31,888)						—						(31,888)
Deconsolidation of MGP						—						—						—						—						11,084						11,084						(3,184,710)						(3,173,626)
Other						—						—						213						—						(720)						(507)						5,611						5,104
Balances, December 31, 2022						379,088						$	3,791					$	—					$	4,794,239					$	33,499					$	4,831,529					$	378,594					$	5,210,123

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

The Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada: Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas (“The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), The Mirage (until its disposition in December 2022), Mandalay Bay, Luxor, New York-New York, Park MGM, and Excalibur. The Company also operates MGM Grand Detroit in Detroit, Michigan, MGM National Harbor in Prince George’s County, Maryland, MGM Springfield in Springfield, Massachusetts, Borgata in Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in Northfield Park, Ohio, and the following resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike Tunica in Tunica (until its disposition in February 2023). Additionally, the Company operates The Park, a dining and entertainment district located between New York-New York and Park MGM. The Company leases the real estate assets of its domestic resorts pursuant to triple-net lease agreements, as further discussed in Note 11.

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

The Company also has an approximate 98% controlling interest in LeoVegas AB (“LeoVegas”), a consolidated subsidiary that has global online gaming operations headquartered in Sweden and Malta. Additionally, the Company and its venture partner, Entain plc, each have a 50% ownership interest in BetMGM, LLC (“BetMGM”), an unconsolidated affiliate, which provides online sports betting and gaming in certain jurisdictions in North America.

MGP and the VICI Transaction. Prior to the closing of the VICI Transaction (defined below), MGM Growth Properties LLC (“MGP”) was a consolidated subsidiary of the Company. Substantially all of its assets were owned by and substantially all of its operations were conducted through MGM Growth Properties Operating Partnership LP (“MGP OP”). MGP had two classes of common shares: Class A shares and a single Class B share. The Company owned MGP’s Class B share, through which it held a controlling interest in MGP as it was entitled to an amount of votes representing a majority of the total voting power of MGP’s shares. The Company and MGP each held MGP OP units representing limited partner interests in MGP OP. Immediately prior to the VICI Transaction, the Company owned 41.5% of MGP OP units, and MGP held the remaining 58.5% ownership interest in MGP OP.

Additionally, the Company had leased the real estate assets of certain of its domestic properties from MGP OP, as further discussed in Note 18, and the real estate assets of Mandalay Bay and MGM Grand Las Vegas from a venture that was 50.1% owned by a subsidiary of MGP OP and 49.9% by a subsidiary of Blackstone Real Estate Investment Trust, Inc. (“BREIT”, such venture, the “VICI BREIT Venture”).

On April 29, 2022, the Company completed a series of transactions with VICI Properties, Inc. (“VICI”) and MGP whereby VICI acquired MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”), with the Company retaining an approximate 1% ownership interest in VICI Properties OP LLC (“VICI OP”). MGP’s Class B share that was held by the Company was cancelled. Accordingly, the Company no longer holds a controlling interest in MGP and deconsolidated MGP upon the closing of the transactions. Refer to Note 4 for further discussion of the transactions. In connection with the VICI Transaction, the Company entered into an amended and restated master lease with VICI. Refer to Note 11 for further discussion of the lease.

The Cosmopolitan acquisition. On May 17, 2022, the Company acquired the operations of The Cosmopolitan. Additionally, the Company entered into a lease agreement for the real estate assets of The Cosmopolitan. Refer to Note 4 for additional information on this acquisition and Note 11 for further discussion of the lease.

LeoVegas acquisition. On September 7, 2022, the Company acquired LeoVegas. Refer to Note 4 for additional information on this acquisition.

The Mirage transaction. On December 19, 2022, the Company completed the sale of the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc. (“Hard Rock”). Refer to Note 4 for additional information on this disposition.

Gold Strike Tunica transaction. On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC (“CNE”), a subsidiary of Cherokee Nation Business. Refer to Note 4 for additional information on this disposition.

CityCenter acquisition. On September 27, 2021, the Company acquired the 50% ownership interest in CityCenter Holdings, LLC (“CityCenter”) held by Infinity World Development Corp (“Infinity World”), a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity. CityCenter is located between Bellagio and Park MGM and consists of Aria, an integrated casino, hotel and entertainment resort; 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.

MGM Grand Las Vegas and Mandalay Bay transaction. On February 14, 2020, the Company completed a series of transactions (collectively the “MGM Grand Las Vegas and Mandalay Bay transaction”) pursuant to which the real estate assets of MGM Grand Las Vegas and Mandalay Bay (including Mandalay Place) were contributed to the newly formed VICI BREIT Venture. In exchange for the contribution of the real estate assets, the Company received total consideration of $4.6 billion, which was comprised of $2.5 billion of cash, $1.3 billion of MGP OP’s secured indebtedness assumed by VICI BREIT Venture, and MGP OP’s 50.1% equity interest in VICI BREIT Venture. In addition, MGP OP issued approximately 3 million MGP OP units to the Company representing 5% of the equity value of VICI BREIT Venture. 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 VICI BREIT Venture (and any interest accrued and unpaid thereon) as further discussed in Note 12. On the closing date, BREIT also purchased approximately 5 million MGP Class A shares for $150 million.

In connection with the MGM Grand Las Vegas and Mandalay Bay transaction, the master lease with MGP was modified to remove the Mandalay Bay property and VICI BREIT Venture entered into a lease with a subsidiary of the Company for the real estate assets of Mandalay Bay and MGM Grand Las Vegas. Refer to Note 11 for a discussion of the lease.

MGM Grand Paradise gaming subconcession and gaming concession. Gaming in Macau is currently administered by the Macau Government through concessions awarded to six different concessionaires. Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A. (formerly Sociedade de Jogos de Macau, S.A.), a gaming subconcession was acquired by MGM Grand Paradise for the right to operate casino games of chance and other casino games for a period commencing on April 20, 2005 through March 31, 2020. Pursuant to the then-existing Macau gaming law, upon reaching the maximum duration foreseen in the law (up to a maximum term of 20 years), the term of the concessions may be extended one or more times by order of the Chief Executive, which period may not exceed, in total, 5 years. In 2019, MGM Grand Paradise’s subconcession term was extended from March 31, 2020 to June 26, 2022, consistent with the expiration of the other concessionaires and subconcessionaires. On June 23, 2022, MGM Grand Paradise entered into an addendum to its subconcession pursuant to which its gaming subconcession was extended to December 31, 2022 (refer to Note 7 for additional considerations relating to the gaming subconcession). In connection with the extension, MGM Grand Paradise paid the Macau government MOP 47 million (approximately $6 million).

On January 14, 2022, the Macau government disclosed the content of a proposed bill to amend Macau gaming law, which followed a 45-day public consultation process regarding draft amendment proposals that were issued in September 2021. The new gaming law was approved by the Macau Legislative Assembly on June 21, 2022 and published in the Macau Official Gazette on June 22, 2022. Under the new gaming law, the existing subconcessions were discontinued and a maximum of six concessions were to be awarded for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three years under certain exceptional circumstances. The enactment of the new gaming law preceded the public tender for the awarding of new gaming concessions for which the rules of the public tender

were published on July 1, 2022, which outlined the details for the bidding, the qualifications of bidding companies, and the criteria for granting the new gaming concessions. On December 16, 2022, MGM Grand Paradise was awarded a concession contract to permit the operation of games of chance or other games in casinos in Macau for a period of ten years, commencing on January 1, 2023.

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

Impact of COVID-19. The spread of the novel 2019 coronavirus (“COVID-19”) and developments surrounding the global pandemic have had a significant impact on the Company’s business, financial condition, results of operations and cash flows in 2020, 2021 and 2022 and may continue to impact the Company's business thereafter. In March 2020, all of the Company’s domestic properties were temporarily closed pursuant to state and local government restrictions imposed as a result of COVID-19. 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. As of December 31, 2022, all of the Company’s domestic properties were open and not subject to operating restrictions; however, travel and business volume were negatively affected in the early part of the first quarter of 2022 due to the spread of the omicron variant.

In Macau, following a temporary closure of the Company’s properties on February 5, 2020, operations resumed on February 20, 2020, subject to certain health safeguards, such as limiting the number of seats available at each table game, slot machine spacing, reduced operating hours at a number of restaurants and bars, temperature checks, and mask protection. The issuance of tourist visas (including the individual visit scheme) for residents of Zhuhai, Guangdong Province and all other provinces in mainland China to travel to Macau resumed on August 12, 2020, August 26, 2020 and September 23, 2020, respectively, however several travel and entry restrictions in Macau, Hong Kong and mainland China remained in place (including the temporary suspension of ferry services between Hong Kong and Macau, the negative nucleic acid test result certificate, and mandatory quarantine requirements for returning residents, for visitors from Hong Kong, Taiwan, and certain regions in mainland China, and bans on entry on other visitors), which significantly impacted visitation to the Company’s Macau properties.

In the third and fourth quarters of 2021, local COVID-19 cases were identified in Macau. Upon such occurrences, a state of immediate prevention was declared and mass mandatory nucleic acid testing was imposed in Macau, the validity period of negative test results for re-entry into mainland China was shortened and quarantine requirements were imposed, certain events were cancelled or suspended, and in some instances, certain entertainment and leisure facilities were closed throughout Macau. Gaming operations were temporarily suspended on July 11, 2022 due to an increase in the number of COVID-19 cases in Macau and resumed on July 23, 2022, subject to certain continuing health safeguards, with most restaurants and bars and certain retail outlets remained closed. On October 30, 2022, a COVID-19 case was identified as connected to MGM Cotai. All guests and staff at MGM Cotai were isolated until November 1, 2022 and all gaming, hotel, restaurant, and retail operations were suspended with limited operations resumed beginning November 3, 2022.

More broadly, electronic applications for individual and group travel visas to Macau resumed on November 1, 2022, however, certain travel and entry restrictions in Macau and mainland China remained in place at the time, including COVID-19 testing and certain quarantine requirements, which significantly impacted visitation to the Company’s Macau properties. Beginning in December 2022, Macau and mainland China started to unwind testing and quarantine requirements as well as travel and entry restrictions associated with the “dynamic zero” COVID-19 policy. On January 8, 2023, Macau lifted the majority of its COVID-19 pandemic travel and quarantine restrictions with the exception of overseas visitors travelling from outside of mainland China, Hong Kong and Taiwan being required to present a negative nucleic acid test or rapid antigen test result in place until February 6, 2023 when all remaining COVID-19 travel restrictions were removed.

NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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

The venture (the “Bellagio BREIT Venture”) that is 5% owned by a subsidiary of the Company and 95% owned by a subsidiary of BREIT is a VIE because the equity holders as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance. The Company is not the primary beneficiary of Bellagio BREIT Venture because the Company does not have power to direct the activities that could potentially be significant to the venture as BREIT, as the managing member, has such power; accordingly, the Company does not consolidate the venture. The Company’s maximum exposure to loss in Bellagio BREIT Venture is equal to the carrying value of its investment of $56 million as of December 31, 2022, assuming no future capital funding requirements, plus the exposure to loss resulting from the Company’s guarantee of the debt of Bellagio BREIT Venture, which guarantee is immaterial as of December 31, 2022, as further discussed in Note 12.

For entities determined not to be a VIE, the Company consolidates such entities in which the Company owns 100% of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity under the voting interest model if it has a controlling financial interest based upon the terms of the respective entities’ ownership agreements, such as MGM China. For these entities, the Company records a noncontrolling interest in the consolidated balance sheets and all intercompany balances and transactions are eliminated in consolidation. If the entity does not qualify for consolidation under the voting interest model and the Company has significant influence over the operating and financial decisions of the entity, the Company generally accounts for the entity under the equity method, such as BetMGM, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process, which prevents the Company from exerting a controlling financial interest in such entity, as defined in ASC 810. For entities over which the Company does not have significant influence, such as VICI OP, the Company accounts for its equity investment under ASC 321.

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 quoted prices for identical or comparable instruments or pricing using observable market data; or Level 3 inputs, which are unobservable inputs. The Company used the following inputs in its fair value measurements:

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

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

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

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

Equity investments. Fair value is measured based upon trading prices on the applicable securities exchange for equity investments for which the Company has elected the fair value option of Accounting Standards Codification (“ASC”) 825, such as LeoVegas (prior to consolidation), and equity investments accounted for under ASC 321 that have a readily determinable fair value, such as VICI OP. The fair value of these investments was $461 million and $66 million as of December 31, 2022 and 2021, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets. Gains and losses are recorded in “Other, net” in the statements of operations. For the years ended December 31, 2022, and 2021 the Company recorded a net gain on its equity investments of $10 million and $28 million, respectively.

Debt investments. The Company’s investments in debt securities are classified as trading securities and recorded at fair value. Gains and losses are recorded in “Other, net” in the statement of operations. Debt securities are considered cash equivalents if the criteria for such classification is met or otherwise classified as short-term investments within “Prepaid expenses and other” since the investment of cash is available for current operations.

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

			Fair value level			December 31, 2022
			(In thousands)
Cash and cash equivalents:
Money market funds			Level 1			$	12,009
Commercial paper and certificates of deposit			Level 2			5,992
Cash and cash equivalents						18,001
Short-term investments:
U.S. government securities			Level 1			56,835
U.S. agency securities			Level 2			9,530
Commercial paper and certificates of deposit			Level 2			4,466
Corporate bonds			Level 2			213,875
Short-term investments						284,706
Total debt investments						$	302,707

Cash and cash equivalents. Cash and cash equivalents include cash on hand, investments and interest-bearing instruments that are highly liquid with maturities of 90 days or less at the date of acquisition. Book overdraft balances resulting from the Company’s cash management program are recorded within “Accounts and construction payable.”

Restricted cash. Cash held in an escrow account related to the reverse termination fee that was contractually required to be prefunded for The Cosmopolitan acquisition was reflected as “Restricted Cash” on the consolidated balance sheets as of December 31, 2021. “Restricted Cash” and “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of December 31, 2021. MGM China’s pledged cash of $124 million securing the bank guarantees discussed in Note 12 is restricted in use and classified within “Other long-term assets, net.” Such amount plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of December 31, 2022.

Accounts receivable and credit risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of casino receivables. The Company issues credit following background checks and investigations of creditworthiness. At December 31, 2022 and 2021, approximately 52% and 53%, respectively, of the Company’s gross accounts receivable related to casino receivables.

Accounts receivable are typically non-interest bearing and are initially recorded at cost. 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, 2022, 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 group, on an undiscounted basis, to the carrying value of the asset group. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. 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.

In connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which is now the legal owner of the reverted gaming assets. On January 1, 2023 and in connection with the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the gaming concession in return for annual payments. As the Company will continue to operate the gaming assets in the same manner as under the gaming subconcession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of assets for the economic life of the assets as the Company assumes it will be successful in the awarding of a new concession at the end of the current term, the Company will continue to recognize the reverted gaming assets within “Property and equipment” and depreciate the assets over their remaining estimated useful lives.

Capitalized interest. 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. Indefinite-lived intangibles consist of trademarks and certain of our gaming licenses. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between

annual test dates in certain circumstances. The Company performs its annual impairment tests in the fourth quarter of each fiscal year. No material impairments were indicated or recorded as a result of the annual impairment review for goodwill and indefinite-lived intangible assets in 2022, 2021, and 2020.

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.

Other intangible assets that have a finite life, including MGM Grand Paradise’s gaming subconcession, other gaming rights in certain jurisdictions where the nature or extent of the renewal process is uncertain, customer lists, and technology, are amortized on a straight-line basis over their estimated useful lives. The Company reviews the carrying amount of its amortizing intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. When testing for impairment, the Company compares the estimated undiscounted cash flows of the asset group to its carrying value. If the estimated undiscounted cash flows exceed the carrying value, no impairments are recorded. If the undiscounted cash flows do not exceed the carrying values, an impairment is recorded.

Note receivable. In connection with the sale of Circus Circus Las Vegas and the adjacent land in December 2019, the Company received a secured note due in 2024 with a face value of $163 million and fair value of $134 million. The note has a stated interest rate of 3% for the first two years, 4% for following two years, and 4.5% for the fifth year and is secured by the borrower with the land adjacent to Circus Circus Las Vegas as collateral with an effective interest rate of 7.31%. The interest on the note, which is comprised of the stated interest and the discount on the note, amortizes into interest income using the effective interest method over the length of the agreement. The carrying value of the note receivable was $167 million and $155 million as of December 31, 2022 and 2021, respectively, and was recorded within “Other long-term assets, net” in the consolidated balance sheets.

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

Revenue recognition. 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, and (3) customer advances and other, which is primarily funds deposited by customers before gaming play occurs (“casino front money”) and advance payments on goods and services yet to be provided such as advance ticket sales and deposits on rooms and convention space or for unpaid wagers. These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within “Other accrued liabilities” on the consolidated balance sheets.

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

						Outstanding Chip Liability												Loyalty Program												Customer Advances and Other
						2022						2021						2022						2021						2022						2021
						(In thousands)
Balance at January 1						$	176,219					$	212,671					$	144,465					$	139,756					$	640,001					$	382,287
Balance at December 31						185,669						176,219						183,602						144,465						816,376						640,001
Increase / (decrease)						$	9,450					$	(36,452)					$	39,137					$	4,709					$	176,375					$	257,714

The December 31, 2022 balances exclude liabilities related to assets held for sale. See Note 4.

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, the right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The initial measurement of ROU assets also includes any prepaid lease

payments and are reduced by any previously accrued deferred rent. When available, such as for the Company’s triple-net operating leases for which the lessor has provided its implicit rate or provided the assumptions required for the Company to readily determine the rate implicit in the lease, the Company uses the rate implicit in the lease to discount lease payments to present value. However, for most of the Company’s leases, such as its ground subleases and equipment leases, the Company cannot readily determine the implicit rate. Accordingly, the Company uses its incremental borrowing rate to discount the lease payments for such leases based on the information available at the commencement date. Lease terms include options to extend or terminate the lease when it is reasonably certain that such option will be exercised. The Company’s triple-net operating leases each contain renewal periods at the Company’s option, each of which are not considered to be reasonably certain of being exercised. Many of the Company’s leases include fixed rental escalation clauses that are factored into the determination of lease payments. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. For finance leases, the ROU asset depreciates on a straight-line basis over the shorter of the lease term or useful life of the ROU asset and the lease liability accretes interest based on the interest method using the discount rate determined at lease commencement. Refer to Note 11 for discussion of leases under which the Company is a lessee. Refer to Note 18 for discussion of the master lease with MGP.

The Company is a lessor under certain other lease arrangements. Lease revenues earned by the Company from third parties are classified within the line item corresponding to the type or nature of the tenant’s good or service. Lease revenues from third-party tenants include $72 million, $43 million and $24 million recorded within food and beverage revenue for 2022, 2021 and 2020, respectively, and $118 million, $85 million and $60 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 $235 million, $121 million and $88 million for 2022, 2021 and 2020, 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 stock-based awards outstanding under the Company’s stock compensation plan.

						Year Ended December 31,
						2022						2021						2020
Numerator:						(In thousands)
Net income (loss) attributable to MGM Resorts International						$	1,473,093					$	1,254,370					$	(1,032,724)
Adjustment related to redeemable noncontrolling interests						(31,888)						(78,298)						35,520
Net income (loss) available to common stockholders - basic and diluted						$	1,441,205					$	1,176,072					$	(997,204)
Denominator:
Weighted average common shares outstanding basic						409,201						481,930						494,152
Potential dilution from stock-based awards						3,792						5,426						—
Weighted average common and common equivalent shares - diluted						412,993						487,356						494,152
Antidilutive stock-based awards excluded from the calculation of diluted earnings per share						603						198						9,493

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.

Share repurchases. Shares repurchased pursuant to the Company’s share repurchase plans are retired upon purchase. The cost of the repurchases in excess of the aggregate par value of the shares reduces capital in excess of par value, to the extent available, with any residual cost applied against retained earnings.

NOTE 3 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

						December 31,
						2022						2021
						(In thousands)
Casino						$	500,986					$	380,907
Hotel						273,327						180,098
Other						191,102						151,258
						965,415						712,263
Less: Loss reserves						(113,266)						(128,348)
						$	852,149					$	583,915

Loss reserves consisted of the following:

						Balance at Beginning of Period						Expected Credit Losses						Write-offs, Net of Recoveries						Balance at End of Period
Loss reserves:						(In thousands)
Year Ended December 31, 2022						$	128,348					$	22,738					$	(37,820)					$	113,266
Year Ended December 31, 2021						126,589						21,852						(20,093)						128,348
Year Ended December 31, 2020						$	94,561					$	71,422					$	(39,394)					$	126,589

NOTE 4 — ACQUISITIONS AND DIVESTITURES

LeoVegas acquisition. On May 2, 2022, the Company commenced a public offer to the shareholders of LeoVegas to tender 100% of the shares at a price of SEK 61 in cash per share. On September 7, 2022, the Company completed its tender offer and acquired 65% of the outstanding shares of LeoVegas and, at the completion of an extended acceptance period on September 22, 2022, acquired an additional 2% of outstanding shares, for an aggregate cash tender price of $370 million. During the tender offer period, the Company had acquired 31% of outstanding shares in open market purchases that had an acquisition-date fair value of approximately $172 million. As the Company’s previous 31% ownership interest was accounted for at fair value, no gain or loss was recorded upon consolidation. The remaining outstanding shares, with a fair value of approximately $11 million based upon the tender price, will be settled by the Company in cash in connection with squeeze-out proceedings. The acquisition provides the Company an opportunity to create a scaled global online gaming business.

The Company recognized 100% of the assets, liabilities, and noncontrolling interests of LeoVegas at fair value at the date of the acquisition. The fair value of the acquired equity interests of LeoVegas was determined by the tender price and equaled $556 million, inclusive of cash settlement of equity awards. Under the acquisition method, the fair value was allocated to the assets acquired, liabilities assumed, and noncontrolling interests. The Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs. The estimated fair values of the identified intangible assets were determined using methodologies under the income approach based on significant inputs that were not observable. The intangible assets include trademarks, which is an indefinite-lived intangible asset, and customer lists and technology, which are finite-lived intangibles that are amortized over each of their estimated useful lives of five years. Goodwill is primarily attributable to the profitability of LeoVegas in excess of identifiable assets and is not deductible for tax purposes. All of the goodwill was assigned to Corporate and other.

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

Cash and cash equivalents			$	93,407
Receivables and other current assets			36,872
Technology			109,027
Trademarks			144,374
Customer lists			126,526
Goodwill			288,367
Other long-term assets			19,181
Accounts payable, accrued liabilities, and other current liabilities			(118,302)
Debt			(104,439)
Other long-term liabilities			(36,457)
Noncontrolling interests			(2,861)
			$	555,695

The operating results for LeoVegas are included in the consolidated statements of operations from the date of acquisition. LeoVegas’ net revenue for the period from September 7, 2022 through December 31, 2022 was $133 million and operating loss and net loss were $13 million and $15 million, respectively.

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

The Company recognized 100% of the acquired assets and assumed liabilities at fair value at the date of the acquisition. Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction. The Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs. The estimated fair values of the identified intangible assets were determined using methodologies under the income approach based on significant inputs that were not observable. The intangible assets include trademarks, which is an indefinite-lived intangible asset, and customer lists, which is amortized over its estimated useful life of seven years. Goodwill, which is deductible for

tax purposes, is primarily attributable to the profitability of The Cosmopolitan in excess of identifiable assets as well as expected synergies. All of the goodwill was assigned to the Las Vegas Strip Resorts segment.

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

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

The operating results for The Cosmopolitan are included in the consolidated statements of operations from the date of acquisition. The Cosmopolitan’s net revenue for the period from May 17, 2022 through December 31, 2022 was $783 million and operating income and net income were $117 million and $117 million, respectively.

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

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

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

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

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

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

						Year Ended December 31,
						2022						2021
						(In thousands)
Net Revenues						$	13,550,304					$	11,114,592
Net income attributable to MGM Resorts International						1,487,247						185,703

The Mirage transaction. On December 19, 2022, the Company completed the sale of the operations of The Mirage to an affiliate of Hard Rock for cash consideration of $1.075 billion subject to certain purchase price adjustments. At closing, the master lease between the Company and VICI was amended to remove The Mirage and to reflect a $90 million reduction in annual cash rent. The Company recognized a $1.1 billion gain recorded within “Property transactions, net.” The gain reflects the fair value of consideration received of $1.1 billion less the net carrying value of the assets and liabilities derecognized of $28 million.

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

VICI Transaction. On April 29, 2022, VICI acquired MGP in a stock-for-stock transaction. MGP Class A shareholders received 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and the Company received 1.366 units of VICI OP in exchange for each MGP OP unit held by the Company. The fixed exchange ratio represents an agreed upon price of $43 per share of MGP Class A share to the five-day volume weighted average price of VICI stock as of the close of business on July 30, 2021. In connection with the exchange, VICI OP redeemed the majority of the Company’s VICI OP units for cash consideration of $4.4 billion, with the Company retaining an approximate 1% ownership interest in VICI OP that had a fair value of approximately $375 million. MGP’s Class B share that was held by the Company was cancelled. Accordingly, the Company no longer holds a controlling interest in MGP and deconsolidated MGP upon the closing of the transactions. Further, the Company entered into an amended and restated master lease with VICI as discussed in Note 11. The lease between the Company and VICI BREIT Venture for the real estate assets of Mandalay Bay and MGM Grand Las Vegas remained unchanged.

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

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

			VICI Transaction						The Mirage
			(In thousands)
Cash and cash equivalents			$	25,387					$	26,230
Accounts receivable, net			—						22,062
Inventories			—						6,783
Income tax receivable			5,486						—
Prepaid expenses and other			128						5,520
Property and equipment, net			9,250,519						26,724
Investments in and advances to unconsolidated affiliates			817,901						—
Goodwill			—						10,249
Other intangible assets, net			—						3,095
Operating lease right-of-use assets, net			236,255						1,316,086
Other long-term assets, net			3,991						5,377
Total assets			$	10,339,667					$	1,422,126
Accounts payable			$	1,136					$	4,740
Accrued interest on long-term debt			68,150						—
Other accrued liabilities			4,057						56,256
Deferred income taxes, net			1,284						—
Long-term debt, net			4,259,473						—
Operating lease liabilities			336,689						1,327,571
Other long-term obligations			—						5,554
Total liabilities			$	4,670,789					$	1,394,121

Gold Strike Tunica. On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE for cash consideration of $450 million, subject to certain purchase price adjustments. At closing, the master lease between the Company and VICI was amended to remove Gold Strike Tunica and to reflect a $40 million reduction in annual cash rent.

The operations of Gold Strike Tunica is not classified as discontinued operations because the Company concluded that the sale is not a strategic shift that has a major effect on the Company’s operations or its financial results and it does not represent a major geographic segment or product line. As the sale was completed subsequent to December 31, 2022, the asset group is classified as held for sale as of December 31, 2022.

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

Cash and cash equivalents			$	25,938
Accounts receivable, net			3,394
Inventories			1,186
Prepaid expenses and other			1,055
Property and equipment, net			20,871
Goodwill			40,523
Other intangible assets, net			5,700
Operating lease right-of-use assets, net			508,516
Other long-term assets, net			1,254
Assets held for sale			$	608,437
Accounts payable			$	3,719
Other accrued liabilities			18,385
Other long-term obligations			1,709
Operating lease liabilities			516,015
Liabilities related to assets held for sale			$	539,828

NOTE 5 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

						December 31,
						2022						2021
						(In thousands)
Land						$	438,954					$	4,082,842
Buildings, building improvements and land improvements						4,513,319						12,236,042
Furniture, fixtures and equipment						4,386,745						5,722,565
Construction in progress						647,256						421,445
						9,986,274						22,462,894
Less: Accumulated depreciation						(4,912,917)						(8,179,310)
Finance lease ROU assets, net						150,571						151,909
						$	5,223,928					$	14,435,493

NOTE 6 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

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

						December 31,
						2022						2021
						(In thousands)
VICI BREIT Venture (50.1% owned by MGP OP through April 28, 2022)						$	—					$	816,756
BetMGM (50%)						31,760						41,060
Other						141,279						109,228
						$	173,039					$	967,044

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

						Year Ended December 31,
						2022						2021						2020
						(In thousands)
Income (loss) from unconsolidated affiliates						$	(160,213)					$	84,823					$	42,938
Non-operating items from unconsolidated affiliates						(23,457)						(83,243)						(103,304)
						$	(183,670)					$	1,580					$	(60,366)

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

						Year Ended December 31,
						2022						2021						2020
						(In thousands)
CityCenter (through September 26, 2021)						$	—					$	128,127					$	(29,753)
VICI BREIT Venture (through April 29, 2022)						51,051						155,817						136,755
BetMGM						(234,464)						(211,182)						(61,663)
Other						23,200						12,061						(2,401)
						$	(160,213)					$	84,823					$	42,938

Refer to Note 4 for discussion of the acquisition and consolidation of CityCenter in September 2021 and for discussion of the derecognition of the assets and liabilities of MGP, which included MGP OP’s investment in VICI BREIT Venture, in April 2022.

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

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

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

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

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.

NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consisted of the following:

						December 31,
						2022						2021
						(In thousands)
Goodwill						$	5,029,312					$	3,480,997
Indefinite-lived intangible assets:
Trademarks						$	754,431					$	479,238
Gaming rights and other						385,060						378,098
Total indefinite-lived intangible assets						1,139,491						857,336
Finite-lived intangible assets:
MGM Grand Paradise gaming subconcession						4,519,486						4,516,532
Less: Accumulated amortization						(4,519,486)						(1,865,219)
						—						2,651,313
Customer lists						283,232						52,000
Less: Accumulated amortization						(60,055)						(32,188)
						223,177						19,812
Gaming rights						106,600						106,600
Less: Accumulated amortization						(33,316)						(26,209)
						73,284						80,391
Technology and other						129,061						13,207
Less: Accumulated amortization						(13,761)						(5,674)
						115,300						7,533
Total finite-lived intangible assets, net						411,761						2,759,049
Total other intangible assets, net						$	1,551,252					$	3,616,385

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

						2022
						Balance at January 1						Acquisitions/Divestitures						Reclassifications						Currency exchange						Balance at December 31
						(In thousands)
Las Vegas Strip Resorts						$	1,427,790					$	1,279,219					$	—					$	—					$	2,707,009
Regional Operations						701,463						—						(40,523)						—						660,940
MGM China						1,351,744						—						—						(866)						1,350,878
Corporate and other						—						288,367						—						22,118						310,485
						$	3,480,997					$	1,567,586					$	(40,523)					$	21,252					$	5,029,312

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

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

MGM Grand Paradise gaming subconcession. As described in Note 1, the enactment of the new Macau gaming law in June 2022 provided for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also included material changes to the rights and obligations provided for under the new gaming concessions. As a result, the Company determined that the MGM Grand Paradise gaming subconcession and new gaming concession are two separate units of account.

Further, as the material changes in the legal and regulatory environment could have an adverse effect on the value of MGM Grand Paradise’s gaming subconcession, the Company concluded that a triggering event had occurred under ASC 360 in June 2022 for the MGM China asset group. The Company compared the estimated undiscounted cash flows of the asset group to its carrying value and determined that the undiscounted cash flows significantly exceeded the carrying value and, therefore, no impairment was indicated.

Additionally, in June 2022, the Company reassessed the useful life of the gaming subconcession intangible asset and determined that, given the new gaming law and the resulting changes described above, the useful life would no longer be based on the initial term of the MGM Cotai land concession, which ends in January 2038, and that the useful life should be revised to align with the cessation of the subconcession rights that occurred at the end of the contractual term of the gaming subconcession, which ended on December 31, 2022. Accordingly, amortization of the MGM Grand Paradise gaming subconcession was recognized on a straight-line basis over its reduced useful life. The gaming subconcession was fully amortized as of December 31, 2022.

Amortization expense related to intangible assets was $2.7 billion, $197 million and $194 million for 2022, 2021, and 2020, respectively. As of December 31, 2022, estimated future amortization is as follows:

Years ending December 31,						(In thousands)
2023						$	77,200
2024						75,214
2025						73,428
2026						71,643
2027						54,602
Thereafter						59,674
						$	411,761

NOTE 8 — OTHER ACCRUED LIABILITIES

Other accrued liabilities consisted of the following:

						December 31,
						2022						2021
						(In thousands)
Contract and contract-related liabilities:
Outstanding chip liability						$	185,669					$	176,219
Loyalty program obligations						183,602						144,465
Casino front money						265,565						206,244
Advance deposits and ticket sales						346,651						283,188
Unpaid wagers and other						204,160						150,569
Other accrued liabilities:
Payroll and related						478,051						429,797
Taxes, other than income taxes						211,756						195,973
MGP dividend						—						82,294
Operating lease liabilities - current (Refer to Note 11)						53,981						31,706
Finance lease liabilities - current (Refer to Note 11)						72,420						87,665
Other						234,468						195,324
						$	2,236,323					$	1,983,444

NOTE 9 — LONG-TERM DEBT

Long-term debt consisted of the following:

						December 31,
						2022						2021
						(In thousands)
MGP OP senior credit facility						$	—					$	50,000
MGM China first revolving credit facility						1,249,744						360,414
MGM China second revolving credit facility						224,313						—
LeoVegas senior notes, due 2023						36,580						—
7.75% senior notes, due 2022						—						1,000,000
6% senior notes, due 2023						1,250,000						1,250,000
5.625% MGP OP senior notes, due 2024						—						1,050,000
5.375% MGM China senior notes, due 2024						750,000						750,000
6.75% senior notes, due 2025						750,000						750,000
5.75% senior notes, due 2025						675,000						675,000
4.625% MGP OP senior notes, due 2025						—						800,000
5.25% MGM China senior notes, due 2025						500,000						500,000
5.875% MGM China senior notes, due 2026						750,000						750,000
4.5% MGP OP senior notes, due 2026						—						500,000
4.625% senior notes, due 2026						400,000						400,000
5.75% MGP OP senior notes, due 2027						—						750,000
5.5% senior notes, due 2027						675,000						675,000
4.75% MGM China senior notes, due 2027						750,000						750,000
4.5% MGP OP senior notes, due 2028						—						350,000
4.75% senior notes, due 2028						750,000						750,000
3.875% MGP OP senior notes, due 2029						—						750,000
7% debentures, due 2036						552						552
						8,761,189						12,860,966
Less: Premiums, discounts, and unamortized debt issuance costs, net						(41,899)						(90,169)
						8,719,290						12,770,797
Less: Current portion						(1,286,473)						(1,000,000)
						$	7,432,817					$	11,770,797

Interest expense, net consisted of the following:

						Year Ended December 31,
						2022						2021						2020
						(In thousands)
Total interest incurred						$	595,692					$	800,156					$	679,251
Interest capitalized						(738)						(563)						(2,871)
						$	594,954					$	799,593					$	676,380

Senior secured credit facility. In November 2021, the Company terminated its previous revolving facility and entered into a new $1.675 billion revolving credit facility maturing in November 2026. The revolving credit facility bears interest of SOFR plus 1.50% to 2.25% determined by reference to a rent adjusted total net leverage ratio pricing grid. At December 31, 2022, no amounts were drawn.

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

in full and entered into an unsecured credit agreement, comprised of a $1.5 billion unsecured revolving facility that would mature in February 2025. As a result, the Company incurred a $4 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

The Company's senior secured credit facility is guaranteed by each of the Company’s existing direct and indirect wholly-owned material domestic restricted subsidiaries, subject to certain exclusions. The senior secured credit facility is secured by a pledge of the equity in certain of the Company's domestic operating properties. Mandatory prepayments will be required upon the occurrence of certain events, including sales of certain assets, subject to certain exceptions. The Company’s senior secured credit facility also contains customary representations and warranties, events of default and positive and negative covenants. The Company was in compliance with its credit facility covenants at December 31, 2022.

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

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

MGP OP was party to interest rate swaps to mitigate the effects of interest rate volatility inherent in its variable rate debt as well as forecasted debt issuances. In March 2022, MGP OP terminated its interest rate swap agreements.

MGM China first revolving credit facility. At December 31, 2022, the MGM China first revolving credit facility consisted of a HK$9.75 billion unsecured revolving credit facility, which was fully drawn. The MGM China first revolving credit facility bears interest at a fluctuating rate per annum based on Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.625% to 2.75%, as determined by MGM China’s leverage ratio and will mature in May 2024. At December 31, 2022, the weighted average interest rate was 6.80%.

The MGM China first revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio. Due to the impact of COVID-19, in February 2021, MGM China amended its first revolving credit agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022. In February 2022, MGM China further amended its first revolving credit facility to extend the financial covenant waivers through maturity in May 2024. MGM China was in compliance with its applicable MGM China first revolving credit facility covenants at December 31, 2022.

MGM China second revolving credit facility. At December 31, 2022, the MGM China second revolving credit facility consisted of a HK$3.12 billion unsecured revolving credit facility with an option to increase the amount of the facility up to HK$3.9 billion, subject to certain conditions. The MGM China second credit facility bears interest at a fluctuating rate per annum based on HIBOR plus 1.625% to 2.75%, as determined by MGM China’s leverage ratio and will mature in May 2024. Draws will be subject to satisfaction of certain conditions precedent, including evidence that the MGM China first revolving credit facility has been fully drawn. At December 31, 2022, $224 million was drawn on the MGM China second revolving credit facility and the weighted average interest rate was 7.72%.

The MGM China second revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio. In February 2021, MGM China amended its second credit facility agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022. In February 2022, MGM China further amended its second revolving credit facility to extend the financial covenant waivers through maturity in May 2024. MGM China was in compliance with its applicable MGM China second revolving credit facility covenants at December 31, 2022.

LeoVegas revolving credit facility. Upon the Company’s acquisition of LeoVegas, the LeoVegas revolving credit facility consisted of a €40 million revolving facility, which was fully drawn. The LeoVegas revolving credit facility contained a change-of-control provision which required repayment of the facility within 60 days following a change-of-

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

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

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

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

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.

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

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

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

MGM China senior notes. 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.

LeoVegas senior unsecured notes. Upon the Company’s acquisition of LeoVegas, LeoVegas had senior unsecured notes of SEK 700 million in aggregate principal outstanding with an option to increase the issuance to SEK 800 million. The senior unsecured notes contain change-of-control provisions which provided for the holders to request that all or a portion of the principal amount held be repurchased at a price of 101%, together with accrued interest, during a period following notice. In connection with the change-of-control provisions, an aggregate of SEK 319 million of senior unsecured notes were repurchased in November and December 2022.

The notes mature in December 2023 with interest payable quarterly in arrears at an interest rate that resets quarterly based on Stockholm Interbank Offered Rate plus 550 basis points. As of December 31, 2022, the interest rate in effect was 7.99%.

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

Year ending December 31,						(In thousands)
2023						$	1,286,580
2024						2,224,057
2025						1,925,000
2026						1,150,000
2027						1,425,000
Thereafter						750,552
						$	8,761,189

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

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,
						2022						2021						2020
						(In thousands)
Domestic operations						$	4,251,418					$	2,094,324					$	(665,376)
Foreign operations						(3,347,619)						(632,520)						(846,103)
						$	903,799					$	1,461,804					$	(1,511,479)

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

						Year Ended December 31,
						2022						2021						2020
Federal:						(In thousands)
Current						$	(206,426)					$	(8,984)					$	207,544
Deferred (excluding separate components)						(678,371)						(189,657)						19,852
Deferred – valuation allowance						5,346						(14,967)						(42,109)
Other noncurrent						18,326						(14,262)						4,922
Benefit (provision) for federal income taxes						(861,125)						(227,870)						190,209
State:
Current						(10,389)						5						(816)
Deferred (excluding separate components)						(33,878)						(28,068)						(33,087)
Deferred – operating loss carryforward						(15,442)						(27,936)						47,728
Deferred – valuation allowance						(2,345)						(601)						(3,375)
Other noncurrent						—						13,260						(946)
Benefit (provision) for state income taxes						(62,054)						(43,340)						9,504
Foreign:
Current						(2,259)						(3,717)						(828)
Deferred (excluding separate components)						311,614						8,943						4,206
Deferred – operating loss carryforward						6,331						5,793						39,920
Deferred – valuation allowance						(89,575)						6,776						(51,439)
Benefit (provision) for foreign income taxes						226,111						17,795						(8,141)
						$	(697,068)					$	(253,415)					$	191,572

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

						Year Ended December 31,
						2022						2021						2020
Federal income tax statutory rate						21.0		%				21.0		%				21.0		%
Net operating loss carryback rate differential						—						—						5.5
Noncontrolling interest						(2.4)						(3.2)						1.6
Foreign income/losses taxed at other than U.S. statutory rate						53.3						8.2						(12.5)
Federal valuation allowance						(0.6)						1.0						(2.8)
State taxes, net						5.5						2.3						0.5
Gain on consolidation of CityCenter, net						—						(10.1)						—
General business credits						(1.5)						(0.3)						0.3
Permanent and other items						1.8						(1.6)						(0.9)
						77.1		%				17.3		%				12.7		%

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

						December 31,
						2022						2021
Deferred tax assets – federal and state:						(In thousands)
Net operating loss carryforward						$	23,151					$	35,350
Accruals, reserves and other						9,481						39,163
Lease liabilities						5,830,582						2,714,308
Tax credits						2,764,266						3,060,733
						8,627,480						5,849,554
Less: Valuation allowance						(2,641,770)						(2,735,451)
						5,985,710						3,114,103
Deferred tax assets – foreign:
Net operating loss carryforward						198,686						185,936
Accruals, reserves and other						12,315						15,228
Property and equipment						32,585						27,366
Lease liabilities						1,219						1,458
						244,805						229,988
Less: Valuation allowance						(244,805)						(148,811)
						—						81,177
Total deferred tax assets						$	5,985,710					$	3,195,280
Deferred tax liabilities – federal and state:
Property and equipment						$	(330,857)					$	(1,361,356)
Investments in unconsolidated affiliates						(585,275)						(1,252,816)
Investment in equity securities						(2,236,093)						—
ROU assets						(5,612,241)						(2,570,620)
Intangibles						(160,991)						(141,934)
						(8,925,457)						(5,326,726)
Deferred tax liabilities – foreign:
Intangibles and other						(29,696)						(307,918)
						(29,696)						(307,918)
Total deferred tax liability						(8,955,153)						(5,634,644)
Net deferred tax liability						$	(2,969,443)					$	(2,439,364)

Deferred income tax valuation allowance consisted of the following:

						Balance at Beginning of Period						Increase						Decrease						Balance at End of Period
Deferred income tax valuation allowance:						(In thousands)
Year Ended December 31, 2022						$	2,884,262					$	2,313					$	—					$	2,886,575
Year Ended December 31, 2021						2,875,595						8,667						—						2,884,262
Year Ended December 31, 2020						2,574,056						301,539						—						2,875,595

The Company has recorded a valuation allowance of $2.6 billion on its foreign tax credit (“FTC”) carryover of $2.8 billion as of December 31, 2022, resulting in an FTC net deferred tax asset of approximately $130 million. The FTCs are attributable to the Macau Special Gaming Tax, which is 35% of gross gaming revenue in Macau. Because MGM Grand Paradise is presently exempt from the Macau 12% complementary tax on gaming profits, the Company believes 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 it has active foreign source income during the 10-year FTC carryforward period. Such foreign source income includes the recapture, to the extent of a portion of U.S. taxable income each year, of overall domestic losses that totaled approximately $356 million at December 31, 2022. The Company relies on future U.S. 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: $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 September 5, 2022, MGM Grand Paradise was granted an extension of its exemption from the Macau 12% complementary tax on gaming profits through December 31, 2022, concurrent with the end of the term of its gaming subconcession. Absent the exemption from complementary tax on gaming profits, “Net income attributable to MGM Resorts International” would have increased by $3 million in 2022 and decreased by $10 million in 2021 and diluted earnings per share would have increased by $0.01 in 2022 and decreased by $0.02 in 2021. The Company continues to assume that MGM Grand Paradise will pay the Macau 12% complementary tax on gaming profits for all periods beyond December 31, 2022 and has factored that assumption into the measurement of Macau deferred tax assets and liabilities.

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

MGM Grand Paradise’s exemption from the 12% complementary tax on gaming profits does not apply to dividend distributions of such profits to MGM China. Through the year ended December 31, 2022, in lieu of the 12% complementary tax that would otherwise be due by its shareholder, MGM China, on distributions of its gaming profits, MGM Grand Paradise agreed to pay a flat annual payment of approximately $2 million regardless of the amount of distributable dividends.

There is a $245 million valuation allowance on certain foreign deferred tax assets, which primarily relates to Macau deferred tax assets at MGM Grand Paradise. The valuation allowance on Macau deferred tax assets increased by $89 million during 2022 as a result of accelerating amortization for the remaining useful life of the MGM Grand Paradise gaming subconcession.

The Company has NOLs in some of the states in which it operates that total $373 million as of December 31, 2022, which equates to deferred tax assets of $23 million after federal tax effect and before valuation allowance. The NOL carryforwards in most of the states will expire, if not utilized, between 2025 through 2041. Otherwise, the NOL carryforward can be carried forward indefinitely. The Company has provided a valuation allowance of $8 million on some of its state deferred tax assets for the NOLs described above.

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

						Year Ended December 31,
						2022						2021						2020
						(In thousands)
Gross unrecognized tax benefits at January 1						$	19,568					$	35,617					$	33,298
Gross increases - prior period tax positions						—						12,949						3,717
Gross decreases - prior period tax positions						(12,968)						(13,388)						(1,398)
Gross increases - current period tax positions						285						654						—
Settlements with Taxing Authorities						—						(16,264)						—
Gross unrecognized tax benefits at December 31						$	6,885					$	19,568					$	35,617

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $7 million and $11 million at December 31, 2022 and 2021, 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, 2022, other than adjustments resulting from the federal and state income tax audits discussed herein, the federal, state, and local tax jurisdictions in which the Company files tax returns generally cannot assess tax with respect to years ended prior to 2016. However, NOLs generated or utilized in earlier years may be subject to adjustment.

The Company's 2015 through 2019 U.S. consolidated federal income tax returns are currently under examination by the IRS. Such examination is expected to close during 2023, and the Company does not anticipate any material adjustments upon resolution of the examination. The Company's income tax returns filed in New York City for the tax years 2017 through 2019 are currently under examination. Additionally, in 2022, the Company filed a complaint with the Michigan Court of Claims appealing some of the adjustments from the Michigan examination of tax years 2014 through 2018. The Company does not anticipate any material adjustments upon resolution of either matter.

During the twelve months ended December 31, 2022, the Company reversed $13 million of unrecognized tax benefit upon the resolution of a tax accounting method issue related to its customer loyalty program.

NOTE 11 – LEASES

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

Real estate assets and land. The Company leases the real estate assets of its domestic resorts pursuant to triple-net lease agreements, which are classified as operating leases. The triple-net structure of the leases requires the Company to pay substantially all costs associated with each property, including real estate taxes, insurance, utilities and routine maintenance (with each lease obligating the Company to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent. Each of the leases also requires the Company to comply with certain financial covenants, which, if not met, would require the Company to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to 6 months or 1 year of rent, as applicable to the circumstances, under the VICI lease, 1 year of rent under the Mandalay Bay and MGM Grand Las Vegas lease, the Aria and Vdara lease, and The Cosmopolitan lease, and 2 years of rent under the Bellagio lease. The Company was in compliance with its applicable covenants under its leases as of December 31, 2022.

Bellagio lease. The Company leases the real estate assets of Bellagio from Bellagio BREIT Venture. The Bellagio lease commenced November 15, 2019 and has an initial term of 30 years with two 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 10 years and, thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3% during the 11th through 20th years and 4% thereafter. Annual cash rent payments for the fourth lease year that commenced on December 1, 2022 increased to $260 million as a result of the 2% fixed annual escalator.

Mandalay Bay and MGM Grand Las Vegas lease. The Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from VICI BREIT Venture. The Mandalay Bay and MGM Grand Las Vegas lease commenced February 14, 2020 and has an initial term of 30 years with two 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 15 years and, thereafter, an escalator equal to the greater of 2% and the

CPI increase during the prior year, subject to a cap of 3%. Annual cash rent payments for the third lease year that commenced on March 1, 2022 increased to $304 million as a result of the 2% fixed annual escalator.

Aria and Vdara lease. The Company leases the real estate assets of Aria and Vdara from funds managed by Blackstone. The Aria and Vdara lease commenced September 28, 2021 and has an initial term of 30 years with three 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3%. Annual cash rent payments for the second lease year that commenced on October 1, 2022 increased to $219 million as a result of the 2% fixed annual escalator.

The VICI lease and ground subleases. The Company leases the real estate assets of Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from VICI. The VICI lease commenced April 29, 2022 and has an initial term of 25 years, with three 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 10 years, and thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year subject to a cap of 3%. Additionally, the VICI lease provides VICI with a right of first offer with respect to any further gaming development by the Company on the undeveloped land adjacent to Empire City, which VICI may exercise should the Company elect to sell the property. Annual cash rent payments for the first lease year that commenced on April 29, 2022 was $860 million. In December 2022, in connection with the sale of the operations of The Mirage, the VICI lease was amended to remove The Mirage and to reflect a $90 million reduction in annual cash rent. The modification resulted in a reassessment of the lease classification and remeasurement of the VICI lease, with the lease continuing to be accounted for as an operating lease and $1.3 billion of operating lease ROU and $1.3 billion lease liabilities allocable to The Mirage were derecognized (see Note 4). In February 2023, in connection with the sale of the operations of Gold Strike Tunica, the VICI lease was amended to remove Gold Strike Tunica and to reflect a $40 million reduction in annual cash rent. Refer to Note 4 for further discussion of the respective sales.

The Company is required to pay the rent payments under the ground leases of the Borgata, Beau Rivage, and National Harbor through the term of the VICI lease. The ground subleases of Beau Rivage and National Harbor are classified as operating leases and the ground sublease of Borgata is classified as a finance lease.

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

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

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

			Year Ended December 31,
			2022						2021						2020
			(In thousands)
Operating lease cost, primarily classified within “General and administrative”(1)			$	1,986,853					$	870,779					$	751,002
Finance lease costs
Interest expense(2)			$	9,233					$	2,354					$	(21,320)
Amortization expense			76,039						73,475						70,476
Total finance lease costs			$	85,272					$	75,829					$	49,156

(1)The Bellagio lease is held with a related party, as further discussed in Note 18. Operating lease cost includes $331 million for each of the years ended December 31, 2022, 2021, and 2020, related to the Bellagio lease.

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

			December 31,
			2022						2021
			(In thousands)
Operating leases
Operating lease ROU assets, net(1)			$	24,530,929					$	11,492,805
Operating lease liabilities - current, classified within “Other accrued liabilities”			$	53,981					$	31,706
Operating lease liabilities - long-term(2)			25,149,299						11,802,464
Total operating lease liabilities			$	25,203,280					$	11,834,170
Finance leases
Finance lease ROU assets, net, classified within “Property and equipment, net”			$	150,571					$	151,909
Finance lease liabilities - current, classified within "Other accrued liabilities"			$	72,420					$	87,665
Finance lease liabilities - long-term, classified within “Other long-term obligations”			88,181						75,560
Total finance lease liabilities			$	160,601					$	163,225
Weighted average remaining lease term (years)
Operating leases			26						29
Finance leases			14						2
Weighted average discount rate (%)
Operating leases			7						7
Finance leases			5						3

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

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

			Year Ended December 31,
			2022						2021						2020
Cash paid for amounts included in the measurement of lease liabilities			(In thousands)
Operating cash outflows from operating leases			$	1,535,637					$	669,681					$	572,186
Operating cash outflows from finance leases			6,654						4,761						2,956
Financing cash outflows from finance leases(1)			84,139						73,257						34,494
ROU assets obtained in exchange for new lease liabilities
Operating leases			$	15,538,208					$	3,388,120					$	4,120,955
Finance leases			87,856						24,433						177,085

(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)
2023			$	1,795,625					$	78,710
2024			1,825,986						8,763
2025			1,856,204						8,258
2026			1,883,099						7,021
2027			839,326						6,992
Thereafter			51,965,868						135,187
Total future minimum lease payments			60,166,108						244,931
Less: Amount of lease payments representing interest			(34,962,828)						(84,330)
Present value of future minimum lease payments			25,203,280						160,601
Less: Current portion			(53,981)						(72,420)
Long-term portion of lease liabilities			$	25,149,299					$	88,181

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.

Commitments. MGM Grand Paradise concession contract. Pursuant to the concession contract, MGM Grand Paradise is required to pay (i) a special gaming tax of 35% of gross gaming revenue, which is subject to a minimum annual payment that would be levied in the form of a special premium in the event the minimum amount is not achieved, (ii) a fixed annual premium, (iii) a variable premium based on the number of gaming tables and machines, and (iv) special levies of up to 5% of gross gaming revenue. In addition, MGM Grand Paradise is required to make annual payments in connection with the temporary use of the reverted gaming assets based upon square meters of the reverted casino areas. Based upon the approved number of gaming tables and slot machines, estimates of the Macau average price index, and square meters of the reverted casino areas, each as of January 1, 2023, the minimum future payments for the above obligations are approximately MOP 22.8 billion ($2.8 billion as of December 31, 2022).

The gaming concession also obligates MGM Grand Paradise to invest in various gaming and non-gaming projects and the development of international tourist markets over the ten-year term of the concession in an amount of approximately MOP 16.7 billion ($2.1 billion as of December 31, 2022) of which MOP 15 billion ($1.9 billion as of December 31, 2022) is designated for non-gaming projects, for which the non-gaming commitment is subject to increases of up to 20% in the following years if the market-wide Macau annual gross gaming revenue achieves or exceeds MOP 180 billion ($22.4 billion as of December 31, 2022). The increased commitment is subject to a 4% reduction per year if the triggering event occurs on or after the sixth year of the term of the concession contract. The projects related to the investment are subject to annual review and Macau government approval and, therefore, the timing and magnitude of the projects comprising the investment are subject to change.

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

Other guarantees. 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, 2022, $31 million in letters of credit were outstanding under the Company’s senior credit facility. The amount of available borrowings under the credit facility is reduced by any outstanding letters of credit.

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

expiration of the gaming subconcession. In connection with the expiration of the gaming subconcession and issuance of the gaming concession in January 2023, the bank guarantees were cancelled and bank guarantees, secured by pledged cash, were provided to the government of Macau in the amount of MOP 1 billion (approximately $124 million as of December 31, 2022) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession. The guarantees expire 180 days after the end of the concession term.

Bellagio BREIT Venture shortfall guarantee. The Company provides a shortfall guarantee of the $3.01 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, which matures in 2029. The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of Bellagio owned by Bellagio BREIT Venture, and the debt obligation. This guarantee is accounted for under ASC 460 at fair value; such value is immaterial.

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

NOTE 13 — STOCKHOLDERS’ EQUITY

Accumulated Other Comprehensive Income (Loss)

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

						Currency Translation Adjustments						Cash Flow Hedges						Other						Total
						(In thousands)
Balances, January 1, 2020						$	(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
MGM Grand Las Vegas and Mandalay Bay transaction						—						—						(59)						(59)
Redemption of MGP OP 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 MGP OP 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)
Other comprehensive income before reclassifications						27,336						30,692						—						58,028
Amounts reclassified from accumulated other comprehensive loss to interest expense						—						7,000						—						7,000
Other comprehensive income, net of tax						27,336						37,692						—						65,028
Other changes in accumulated other comprehensive income:
Deconsolidation of MGP						—						28,151						(17,067)						11,084
Other						1,074						—						(1,794)						(720)
Changes in accumulated other comprehensive income						28,410						65,843						(18,861)						75,392
Other comprehensive (income) loss attributable to noncontrolling interest						6,932						(24,209)						—						(17,277)
Balances, December 31, 2022						$	34,435					$	—					$	(936)					$	33,499

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,
						2022						2021						2020
						(In thousands)
Net income (loss) attributable to MGM Resorts International						$	1,473,093					$	1,254,370					$	(1,032,724)
Transfers from/(to) noncontrolling interest:
MGP Class A share issuances						—						103,174						64,834
MGM Grand Las Vegas and Mandalay Bay transaction						—						—						(6,562)
Redemption of MGP OP units						—						176,659						92,632
Deconsolidation of MGP						11,084						—						—
Other						(120)						(5,062)						(1,759)
Net transfers from noncontrolling interest						10,964						274,771						149,145
Change from net income (loss) attributable to MGM Resorts International and transfers to noncontrolling interest						$	1,484,057					$	1,529,141					$	(883,579)

Noncontrolling interest ownership transactions

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 At-the-Market (“ATM”) program. In connection with the settlements, MGP OP issued an equal amount of MGP OP units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the settlements, the Company indirectly owned 61.2% of the partnership units in the MGP OP.

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

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

Redemption of MGP OP units. On January 14, 2020, the Company, MGP OP, and MGP entered into an agreement for MGP OP to waive its right following the closing of the MGM Grand Las Vegas and Mandalay Bay transaction to issue MGP Class A shares, in lieu of cash, to the Company in connection with the Company exercising its right to require MGP OP to redeem MGP OP units that the Company holds, at a price per unit equal to a 3% discount to the ten day average closing price prior to the date of the notice of redemption. 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 MGP OP units. On May 18, 2020, MGP OP redeemed approximately 30 million MGP OP units from the Company for $700 million pursuant to the waiver agreement. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the redemption, the Company indirectly owned 56.7% of the partnership units in MGP OP. Further, on December 2, 2020, MGP OP redeemed approximately 24 million MGP OP units from the Company for $700 million pursuant to the waiver agreement. As a result, the waiver terminated in accordance with its terms. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling

interests’ ownership percentage of MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the redemption and as of December 31, 2020, the Company indirectly owned 53.0% of the partnership units in MGP OP.

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

Redemption of MGP OP units – March 2021. In March 2021, subsidiaries of the Company delivered a notice of redemption to MGP covering approximately 37 million MGP OP units that they held in accordance with the terms of MGP OP’s partnership agreement. Upon receipt of the notice of redemption, MGP formed a conflicts committee to determine the mix of consideration that it would provide for the MGP OP units. The conflicts committee determined that MGP would redeem approximately 15 million MGP OP units for cash (with such MGP OP units retired upon redemption) and would satisfy its remaining obligation under that notice covering the remaining 22 million MGP OP units using the proceeds, net of the underwriters’ discount, of MGP’s Class A offering, for aggregate cash proceeds received by the Company of approximately $1.2 billion. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive loss. Subsequent to the collective transactions, the Company indirectly owned 42.1% of the partnership units in MGP OP.

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

Deconsolidation of MGP. On April 29, 2022, the Company completed the VICI Transaction, whereby VICI acquired MGP. In connection with the transaction, the Company no longer holds a controlling interest in MGP and deconsolidated MGP, including the accumulated other comprehensive loss related to MGP.

Other equity activity

MGM Resorts International stock repurchases. In February 2020, upon substantial completion of the May 2018 $2.0 billion stock repurchase plan, the Company announced that the Board of Directors authorized a $3.0 billion stock repurchase plan. In March 2022, the Company announced that the Board of Directors authorized a $2.0 billion stock repurchase plan, and, in February 2023, the Company announced that the Board of Directors authorized a $2.0 billion stock repurchase plan. Under these stock repurchase plans, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.

During the year ended December 31, 2020, the Company repurchased approximately 11 million shares of its common stock at an average 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 plan.

During the year ended December 31, 2022, the Company repurchased approximately 76 million shares of its common stock at an average price of $36.32 per share for an aggregate amount of $2.8 billion, which included the February 2022 repurchase of 4.5 million shares at a price of $45.00 per share for an aggregate amount of $202.5 million from funds managed by Corvex Management LP, a related party. Repurchased shares were retired. During the year ended December 31, 2022, the Company completed its February 2020 $3.0 billion stock repurchase plan. As of December 31, 2022 the remaining availability under the March 2022 $2.0 billion stock repurchase plan was $475 million.

Subsequent to the year ended December 31, 2022, the Company repurchased approximately 6 million shares of its common stock at an average price of $38.12 per share for an aggregate amount of $210 million. Repurchased shares were retired.

NOTE 14 — STOCK-BASED COMPENSATION

MGM Resorts International 2022 Omnibus Incentive Plan. On May 4, 2022, the MGM Resorts 2022 Omnibus Incentive Plan (“2022 Omnibus Plan”) was approved and replaced and superseded the amended and restated MGM Resorts 2005 Omnibus Incentive Plan. The Company’s 2022 Omnibus Plan allows it to grant up to approximately 18 million shares or stock-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, employees, and consultants of the Company and its subsidiaries.

As of December 31, 2022, the Company had an aggregate of approximately 16 million shares of common stock available for grant as stock-based awards under the 2022 Omnibus Plan. Additionally, as of December 31, 2022, the Company had less than 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, 2022, there was $101 million of unamortized compensation expense related to stock-based awards, which is expected to be recognized over a weighted average period of 1.7 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 stock-based awards to each subsidiary’s eligible recipients. Vesting of MGP’s outstanding awards was accelerated as a result of the change of control of MGP related to the VICI Transaction.

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

						Year Ended December 31,
						2022						2021						2020
Compensation cost:						(In thousands)
Omnibus Plan						$	60,264					$	53,683					$	93,096
MGM Growth Properties Omnibus Incentive Plan						5,112						4,827						2,854
MGM China Share Option Plan						5,920						6,673						11,006
Total compensation cost						71,296						65,183						106,956
Less: Reimbursed costs and capitalized cost						—						(1,198)						(2,118)
Compensation cost after reimbursed costs and capitalized cost						71,296						63,985						104,838
Less: Related tax benefit						(14,458)						(12,982)						(20,605)
Compensation cost, net of tax benefit						$	56,838					$	51,003					$	84,233

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 non-forfeitable 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 Agreements
Pension Fund**(1)**						Plan Number						2021						2020						Status (3)						2022						2021						2020						Imposed
Southern Nevada Culinary and Bartenders Pension Plan						88-6016617/001						Green						Green						No						$	56,235					$	37,242					$	24,610					No						05/31/2023(5); 05/31/2024(5); 05/31/2025(5)
The Legacy Plan of the UNITE HERE Retirement Fund (UHF)						82-0994119/001						Red						Red						Implemented						$	8,650					$	7,683					$	5,151					No						5/31/2026

(1)The Company was listed in the plan's Form 5500 as providing more than 5% of the total contributions for the plan years 2021 and 2020 for both plans. At the date the financial statements were issued, Form 5500 was not available for the plan year 2022.

(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 provide for contributions to the Southern Nevada Culinary and Bartenders Pension Plan, which are primarily with the Local Joint Executive Board of Las Vegas, for and on behalf of the Culinary Workers Union and Bartenders Union. The agreements between Aria, Bellagio, The Cosmopolitan, 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 $218 million, $143 million, and $138 million to the Health Fund in the years ended December 31, 2022, 2021, and 2020, respectively.

NOTE 16 — PROPERTY TRANSACTIONS, NET

Property transactions, net consisted of the following:

						Year Ended December 31,
						2022						2021						2020
						(In thousands)
Gain on sale of the operations of The Mirage						$	(1,066,784)					$	—					$	—
Other property transactions, net						29,787						(67,736)						93,567
						$	(1,036,997)					$	(67,736)					$	93,567

Gain on sale of the operations of The Mirage. Refer to Note 4 for discussion.

Other. Other property transactions, net in 2022 includes miscellaneous asset disposals and write-downs.

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.

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

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

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

The Company’s operations related to LeoVegas (upon its acquisition in September 2022), investments in unconsolidated affiliates, and certain other corporate operations and management services have not been identified as separate reportable segments; therefore, these operations are included in “Corporate and other” in the following segment disclosures to reconcile to consolidated results.

Adjusted Property EBITDAR is the Company’s reportable segment GAAP measure, which management utilizes as the primary profit measure for its reportable segments and underlying operating segments. Adjusted Property EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, gain on REIT transactions, net, 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 related to triple-net operating leases and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and also excludes gain on consolidation of CityCenter, net, gain related to CityCenter’s sale of Harmon land recorded within income from unconsolidated affiliates, corporate expense (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 eliminated in consolidation.

The following tables present the Company’s segment information:

						Year Ended December 31,
						2022						2021						2020
						(In thousands)
Net revenue
Las Vegas Strip Resorts
Casino						$	2,104,096					$	1,549,419					$	728,254
Rooms						2,729,715						1,402,712						662,813
Food and beverage						2,125,738						1,015,366						471,529
Entertainment, retail and other						1,438,823						769,688						383,189
						8,398,372						4,737,185						2,245,785
Regional Operations
Casino						2,901,072						2,721,515						1,569,193
Rooms						284,213						220,828						130,945
Food and beverage						429,188						307,750						184,153
Entertainment, retail and other, and reimbursed costs						201,412						142,270						82,880
						3,815,885						3,392,363						1,967,171
MGM China
Casino						567,573						1,057,962						565,671
Rooms						43,216						66,498						36,624
Food and beverage						49,312						68,489						40,284
Entertainment, retail and other						13,492						17,812						14,124
						673,593						1,210,761						656,703
Reportable segment net revenues						12,887,850						9,340,309						4,869,659
Corporate and other						239,635						339,831						292,423
						$	13,127,485					$	9,680,140					$	5,162,082

						Year Ended December 31,
						2022						2021						2020
						(In thousands)
Adjusted Property EBITDAR
Las Vegas Strip Resorts						$	3,142,308					$	1,738,211					$	232,188
Regional Operations						1,294,630						1,217,814						343,990
MGM China						(203,136)						25,367						(193,832)
Reportable segment Adjusted Property EBITDAR						4,233,802						2,981,392						382,346
Other operating income (expense)
Corporate and other, net						(736,548)						(560,309)						(530,843)
Preopening and start-up expenses						(1,876)						(5,094)						(84)
Property transactions, net						1,036,997						67,736						(93,567)
Depreciation and amortization						(3,482,050)						(1,150,610)						(1,210,556)
Gain on REIT transactions, net						2,277,747						—						1,491,945
Gain on consolidation of CityCenter, net						—						1,562,329						—
CEO transition expense						—						—						(44,401)
October 1 litigation settlement						—						—						(49,000)
Restructuring						—						—						(26,025)
Triple-net operating lease and ground lease rent expense						(1,950,566)						(833,158)						(710,683)
Gain related to sale of Harmon land - unconsolidated affiliate						—						49,755						—
Income from unconsolidated affiliates related to real estate ventures						61,866						166,658						148,434
Operating income (loss)						1,439,372						2,278,699						(642,434)
Non-operating income (expense)
Interest expense, net of amounts capitalized						(594,954)						(799,593)						(676,380)
Non-operating items from unconsolidated affiliates						(23,457)						(83,243)						(103,304)
Other, net						82,838						65,941						(89,361)
						(535,573)						(816,895)						(869,045)
Income (loss) before income taxes						903,799						1,461,804						(1,511,479)
Benefit (provision) for income taxes						(697,068)						(253,415)						191,572
Net income (loss)						206,731						1,208,389						(1,319,907)
Less: Net loss attributable to noncontrolling interests						1,266,362						45,981						287,183
Net income (loss) attributable to MGM Resorts International						$	1,473,093					$	1,254,370					$	(1,032,724)

						Year Ended December 31,
						2022						2021						2020
Capital expenditures:						(In thousands)
Las Vegas Strip Resorts						$	411,222					$	266,944					$	87,511
Regional Operations						190,811						77,406						41,456
MGM China						30,540						67,989						108,352
Reportable segment capital expenditures						632,573						412,339						237,319
Corporate and other						132,494						78,358						33,260
						$	765,067					$	490,697					$	270,579

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 are as follows:

						December 31,
						2022						2021						2020
Long-lived assets:						(In thousands)
United States						$	31,330,909					$	25,848,917					$	21,035,992
China and all other foreign countries						5,004,512						7,176,763						7,617,819
						$	36,335,421					$	33,025,680					$	28,653,811

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 and $16 million during the years ended December 31, 2021 and 2020, 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 and $212 million during the years ended December 31, 2021 and 2020, respectively. The management agreement was terminated in connection with the Company's acquisition of CityCenter.

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 office space from Shun Tak. MGM China incurred expenses relating to Shun Tak of $3 million, $7 million and $7 million for the years ended December 31, 2022, 2021 and 2020, 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 tendering of MGM China's gaming concession, to MGM China, which totaled $5 million, $4 million, and $1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

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.

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 $5 million, $8 million and $5 million for the years ended December 31, 2022, 2021 and 2020, respectively, in connection with the ownership of a noncontrolling interest in MGM Branding and Development Holdings, Ltd.

On August 21, 2022, Ms. Ho and MGM Grand Paradise entered into an agreement for her services as Managing Director of MGM Grand Paradise during the term of the new concession (the “Services Agreement”). The Services Agreement became effective on January 1, 2023 after satisfying certain conditions precedent as defined in the agreement. Pursuant to the Services Agreement, Ms. Ho will receive compensation of $8 million annually during the term of the concession and will be entitled to incentive payments up to an aggregate total amount of $95 million. The amount of the incentive payments earned are subject to the achievement of certain EBITDA targets, as defined in the agreement.

MGP

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

In February 2020, Mandalay Bay was removed from the master lease with MGP in connection with the MGM Grand Las Vegas and Mandalay Bay transaction and the annual cash rent under the master lease with MGP was reduced by $133 million to a total of $813 million.

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

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

On October 29, 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. The master lease with MGP was amended to add MGM Springfield and reflect a $30 million increase in annual cash rent to a total of $873 million. Until final regulatory approvals are obtained, which were not necessary for the transaction to close, the Company and VICI (as the landlord of the property following the VICI Transaction) are 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 VICI may not be found suitable. The property would then remain in trust until a final determination regarding VICI’s suitability is made.

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

In April 2022, the Company completed the VICI Transaction, which resulted in the deconsolidation of MGP, including its investment in the VICI BREIT Venture. Refer to Note 4 for additional information on the VICI Transaction. As part of the transaction, the Company entered into an amended and restated master lease with VICI. Refer to Note 11 for further discussion on the master lease with VICI.

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

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.