UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, ~~2017~~

2022

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

For the transition period from to

Commission File No. 001-10362

MGM Resorts International

(Exact name of registrant as specified in its charter)

~~Delaware~~	~~88-0215232~~


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

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109

(Address of principal executive offices)

(702) 693-7120

(Registrant’s telephone number, including area code)

~~(Former name, former address and former fiscal year, if changed since last report)~~

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


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

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files):. Yes ☒ No ☐

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

Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ~~Act: Yes~~ Act. ☐ No ☐

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

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

date.


Class						Outstanding at ~~November 6, 2017~~ October 31, 2022
Common Stock, ~~$.01~~$0.01 par value						~~566,138,245~~384,020,296 shares

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

FORM 10-Q

I N D E X

		~~Page~~
					Page
PART I.			FINANCIAL INFORMATION		1

Item 1.	Financial Statements (Unaudited)			1
			Consolidated Balance Sheets at September 30, ~~2017~~2022 and December 31, ~~2016~~2021		1
			Consolidated Statements of Operations for the Three ~~Months~~ and Nine Months Ended September 30, ~~2017~~2022 and September 30, ~~2016~~2021		2
			Consolidated Statements of Comprehensive Income for the Three ~~Months~~ and Nine Months Ended September 30, ~~2017~~2022 and September 30, ~~2016~~2021		3
			Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2017~~2022 and September 30, ~~2016~~2021		4
			Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and September 30, 2021		5
			Condensed Notes to Consolidated Financial Statements		5 7
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations		29 31
Item 3.			Quantitative and Qualitative Disclosures About Market Risk		47 50
Item 4.			Controls and Procedures		47 50
PART II.			OTHER INFORMATION		51
Item 1.			Legal Proceedings		49 51
Item 1A.			Risk Factors		50 51
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds		51
Item 6.			Exhibits		52
SIGNATURES					53

Part I. F~~INANCIAL~~FINANCIAL INFORMATION

~~Item 1.~~

~~Financial Statements~~

Item 1. Financial Statements

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	September 30,			December 31,
	2017			2016
							September 30, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets						Current assets
Cash and cash equivalents	$	1,986,688		$	1,446,581	Cash and cash equivalents	$	5,295,434	$	4,703,059
Restricted cash						Restricted cash	—		500,000
Accounts receivable, net		515,423			542,924	Accounts receivable, net	709,562		583,915
Inventories		101,242			97,733	Inventories	113,323		96,374
Income tax receivable						Income tax receivable	233,496		273,862
Prepaid expenses and other		191,183			142,349	Prepaid expenses and other	406,579		258,972
Assets held for sale						Assets held for sale	2,024,788		—
Total current assets		2,794,536			2,229,587	Total current assets	8,783,182		6,416,182

Property and equipment, net		19,134,748			18,425,023	Property and equipment, net	5,089,296		14,435,493

Other assets						Other assets
Investments in and advances to unconsolidated affiliates		1,007,584			1,220,443	Investments in and advances to unconsolidated affiliates	185,758		967,044
Goodwill		1,807,009			1,817,119	Goodwill	4,945,188		3,480,997
Other intangible assets, net		3,924,566			4,087,706	Other intangible assets, net	2,806,163		3,616,385
Operating lease right-of-use assets, net						Operating lease right-of-use assets, net	24,655,971		11,492,805
Other long-term assets, net		433,447			393,423	Other long-term assets, net	864,664		490,210
Total other assets		7,172,606			7,518,691	Total other assets	33,457,744		20,047,441
	$	29,101,890		$	28,173,301		$	47,330,222	$	40,899,116
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities						Current liabilities
Accounts payable	$	242,604		$	250,477	Accounts payable	$	403,756	$	263,097
Construction payable		238,086			270,361	Construction payable	20,556		23,099
Income tax payable		6,013			10,654
Current portion of long-term debt, net		466,375			8,375
Current portion of long-term debt						Current portion of long-term debt	1,351,422		1,000,000
Accrued interest on long-term debt		121,650			159,028	Accrued interest on long-term debt	118,186		172,624
Other accrued liabilities		1,661,032			1,594,526	Other accrued liabilities	2,047,544		1,983,444
Liabilities related to assets held for sale						Liabilities related to assets held for sale	1,954,040		—
Total current liabilities		2,735,760			2,293,421	Total current liabilities	5,895,504		3,442,264

Deferred income taxes, net		2,668,864			2,551,228	Deferred income taxes, net	2,847,302		2,439,364
Long-term debt, net		13,026,927			12,979,220	Long-term debt, net	7,209,837		11,770,797
Operating lease liabilities						Operating lease liabilities	25,144,876		11,802,464
Other long-term obligations		286,262			325,981	Other long-term obligations	270,966		319,914
Commitments and contingencies (Note 7)
Redeemable noncontrolling interest		59,337			54,139
Stockholders' equity
Common stock, $.01 par value: authorized 1,000,000,000 shares, issued and outstanding 565,493,891 and 574,123,706 shares		5,655			5,741
Commitments and contingencies (Note 10)						Commitments and contingencies (Note 10)
Redeemable noncontrolling interests						Redeemable noncontrolling interests	137,054		147,547
Stockholders’ equity						Stockholders’ equity
Common stock, $0.01 par value: authorized 1,000,000,000 shares, issued and outstanding 388,760,930 and 453,803,759 shares						Common stock, $0.01 par value: authorized 1,000,000,000 shares, issued and outstanding 388,760,930 and 453,803,759 shares	3,888		4,538
Capital in excess of par value		5,390,071			5,653,575	Capital in excess of par value	—		1,750,135
Retained earnings		922,657			545,811	Retained earnings	4,871,632		4,340,588
Accumulated other comprehensive income (loss)		(9,840	)		15,053
Total MGM Resorts International stockholders' equity		6,308,543			6,220,180
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(33,830)		(24,616)
Total MGM Resorts International stockholders’ equity						Total MGM Resorts International stockholders’ equity	4,841,690		6,070,645
Noncontrolling interests		4,016,197			3,749,132	Noncontrolling interests	982,993		4,906,121
Total stockholders' equity		10,324,740			9,969,312
Total stockholders’ equity						Total stockholders’ equity	5,824,683		10,976,766
	$	29,101,890		$	28,173,301		$	47,330,222	$	40,899,116

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

~~MGM RESORTS INTERNATIONAL AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(In thousands, except per share data)~~

~~(Unaudited)~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Revenues

Casino
$
1,543,693

$
1,307,827

$
4,454,145

$
3,569,587

Rooms

564,476

530,331

1,669,213

1,518,721

Food and beverage

481,656

448,666

1,392,671

1,238,537

Entertainment

149,536

140,151

418,244

380,330

Retail

59,141

52,724

163,947

150,629

Other

162,318

148,470

464,260

400,115

Reimbursed costs

102,380

99,316

301,888

301,160

3,063,200

2,727,485

8,864,368

7,559,079

Less: Promotional allowances

(236,460
)

(212,370
)

(687,712
)

(564,776
)

2,826,740

2,515,115

8,176,656

6,994,303

Expenses

Casino

822,103

696,329

2,389,957

1,957,203

Rooms

157,293

148,317

464,864

435,311

Food and beverage

269,170

252,108

780,510

712,856

Entertainment

118,234

108,464

326,791

299,579

Retail

28,129

27,105

78,515

73,191

Other

95,971

93,880

281,859

260,901

Reimbursed costs

102,380

99,316

301,888

301,160

General and administrative

402,134

371,950

1,145,432

1,001,900

Corporate expense

88,506

87,782

241,087

240,833

NV Energy exit expense

—

139,335

(40,629
)

139,335

Preopening and start-up expenses

29,349

31,660

65,508

78,444

Property transactions, net

7,711

(1,268
)

22,650

4,717

Gain on Borgata transaction

—

(429,778
)

—

(429,778
)
Depreciation and amortization

249,600

209,737

744,123

616,475

2,370,580

1,834,937

6,802,555

5,692,127

Income from unconsolidated affiliates

37,701

32,577

117,987

495,588

Operating income

493,861

712,755

1,492,088

1,797,764

Non-operating income (expense)

Interest expense, net of amounts capitalized

(163,287
)

(168,048
)

(511,404
)

(533,069
)
Non-operating items from unconsolidated affiliates

(8,825
)

(11,132
)

(26,302
)

(45,229
)
Other, net

(30,138
)

(17,310
)

(31,706
)

(67,715
)

(202,250
)

(196,490
)

(569,412
)

(646,013
)
Income before income taxes

291,611

516,265

922,676

1,151,751

Benefit (provision) for income taxes

(115,115
)

44,995

(251,551
)

15,205

Net income

176,496

561,260

671,125

1,166,956

Less: Net income attributable to noncontrolling interests

(27,381
)

(25,641
)

(104,552
)

(90,185
)
Net income attributable to MGM Resorts International
$
149,115

$
535,619

$
566,573

$
1,076,771

Net income per share of common stock attributable to MGM Resorts International

Basic
$
0.26

$
0.94

$
0.99

$
1.90

Diluted
$
0.26

$
0.93

$
0.97

$
1.88

Weighted average common shares outstanding

Basic

573,527

568,125

574,262

566,220

Diluted

580,676

573,812

580,941

571,350

Dividends declared per common share
$
0.11

$
—

$
0.33

$
—

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~

OPERATIONS

(In ~~thousands)~~

thousands, except per share data)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Net income
$
176,496

$
561,260

$
671,125

$
1,166,956

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment

(3,004
)

1,734

(41,313
)

(4,402
)
Unrealized gain (loss) on cash flow hedges

1,316

—

(2,641
)

—

Other comprehensive income (loss)

(1,688
)

1,734

(43,954
)

(4,402
)
Comprehensive income

174,808

562,994

627,171

1,162,554

Less: Comprehensive income attributable to noncontrolling interests

(26,495
)

(26,456
)

(85,600
)

(88,078
)
Comprehensive income attributable to MGM Resorts International
$
148,313

$
536,538

$
541,571

$
1,074,476


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenues
Casino	$	1,407,367	$	1,400,337	$	4,185,411	$	3,835,094
Rooms	827,397		490,460		2,159,202		1,053,907
Food and beverage	722,982		416,478		1,893,592		876,556
Entertainment, retail and other	447,637		315,693		1,264,545		639,926
Reimbursed costs	10,689		84,571		32,519		217,765
	3,416,072		2,707,539		9,535,269		6,623,248
Expenses
Casino	653,601		640,041		1,950,132		1,808,849
Rooms	256,128		160,864		684,670		402,364
Food and beverage	528,966		301,963		1,377,749		651,349
Entertainment, retail and other	271,177		204,742		755,110		385,293
Reimbursed costs	10,689		84,571		32,519		217,765
General and administrative	1,212,474		623,275		3,018,076		1,759,891
Corporate expense	117,264		112,114		348,115		287,021
Preopening and start-up expenses	396		1,547		1,372		1,642
Property transactions, net	(11,639)		3,677		23,704		842
Gain on REIT transactions, net	—		—		(2,277,747)		—
Gain on consolidation of CityCenter, net	—		(1,562,329)		—		(1,562,329)
Depreciation and amortization	1,405,520		279,403		2,060,413		853,579
	4,444,576		849,868		7,974,113		4,806,266
Income (loss) from unconsolidated affiliates	(17,467)		35,111		(119,888)		92,870
Operating income (loss)	(1,045,971)		1,892,782		1,441,268		1,909,852
Non-operating income (expense)
Interest expense, net of amounts capitalized	(125,172)		(200,049)		(457,822)		(598,116)
Non-operating items from unconsolidated affiliates	(995)		(23,421)		(22,248)		(67,473)
Other, net	(14,316)		(49,241)		(23,322)		70,302
	(140,483)		(272,711)		(503,392)		(595,287)
Income (loss) before income taxes	(1,186,454)		1,620,071		937,876		1,314,565
Benefit (provision) for income taxes	125,367		(282,135)		(411,131)		(222,263)
Net income (loss)	(1,061,087)		1,337,936		526,745		1,092,302
Less: Net loss attributable to noncontrolling interests	484,257		12,497		662,346		31,055
Net income (loss) attributable to MGM Resorts International	$	(576,830)	$	1,350,433	$	1,189,091	$	1,123,357
Earnings (loss) per share
Basic	$	(1.45)	$	2.81	$	2.81	$	2.19
Diluted	$	(1.45)	$	2.77	$	2.79	$	2.17
Weighted average common shares outstanding
Basic	393,295		478,405		417,686		487,509
Diluted	393,295		484,215		421,770		493,184

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~

COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

Nine Months Ended

September 30,

2017

2016

Cash flows from operating activities

Net income
$
671,125

$
1,166,956

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

Depreciation and amortization

744,123

616,475

Amortization of debt discounts, premiums and issuance costs

25,931

31,661

Loss on retirement of long-term debt

31,345

66,904

Provision for doubtful accounts

13,764

2,984

Stock-based compensation

46,306

38,877

Property transactions, net

22,650

4,717

Gain on Borgata transaction

—

(429,778
)
Income from unconsolidated affiliates

(91,685
)

(447,191
)
Distributions from unconsolidated affiliates

10,450

14,016

Deferred income taxes

95,672

(89,658
)
Change in operating assets and liabilities:

Accounts receivable

13,534

24,740

Inventories

(3,598
)

11,135

Income taxes receivable and payable, net

(4,639
)

2,073

Prepaid expenses and other

(50,253
)

(15,619
)
Prepaid Cotai land concession premium

(9,492
)

(24,113
)
Accounts payable and accrued liabilities

3,120

88,630

Other

(6,444
)

(13,804
)
Net cash provided by operating activities

1,511,909

1,049,005

Cash flows from investing activities

Capital expenditures, net of construction payable

(1,399,278
)

(1,590,308
)
Dispositions of property and equipment

371

3,290

Proceeds from partial disposition of investment in unconsolidated affiliate

—

15,000

Acquisition of Borgata, net of cash acquired

—

(550,975
)
Investments in unconsolidated affiliates

(5,921
)

(1,555
)
Distributions from unconsolidated affiliates in excess of cumulative earnings

300,000

543,036

Other

(21,786
)

(8,257
)
Net cash used in investing activities

(1,126,614
)

(1,589,769
)
Cash flows from financing activities

Net borrowings under bank credit facilities – maturities of 90 days or less

618,734

298,448

Borrowings under bank credit facilities – maturities longer than 90 days

—

1,845,375

Repayments under bank credit facilities – maturities longer than 90 days

—

(1,845,375
)
Issuance of long term debt

350,000

2,050,000

Retirement of senior notes

(502,669
)

(2,258,053
)
Repayment of Borgata credit facility

—

(583,598
)
Debt issuance costs

(9,760
)

(138,454
)
Issuance of MGM Growth Properties common shares in public offering

404,685

1,207,500

MGM Growth Properties common share issuance costs

(17,137
)

(75,032
)
Acquisition of MGM China shares

—

(100,000
)
Dividends paid to common shareholders

(189,726
)

—

Distributions to noncontrolling interest owners

(139,670
)

(78,690
)
Purchases of common stock

(327,500
)

—

Other

(28,937
)

(4,409
)
Net cash provided by financing activities

158,020

317,712

Effect of exchange rate on cash

(3,208
)

(1,102
)
Cash and cash equivalents

Net increase (decrease) for the period

540,107

(224,154
)
Balance, beginning of period

1,446,581

1,670,312

Balance, end of period
$
1,986,688

$
1,446,158

Supplemental cash flow disclosures

Interest paid, net of amounts capitalized
$
522,851

$
551,345

Federal, state and foreign income taxes paid, net of refunds

158,537

63,322

Non-cash investing and financing activities

Common stock issued for acquisition of MGM China shares

—

174,041

Deferred cash payment for acquisition of MGM China shares

—

42,612


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

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

~~CONDENSED~~

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities
Net income	$	526,745	$	1,092,302
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,060,413		853,579
Amortization of debt discounts, premiums and issuance costs	25,404		30,136
Loss on early retirement of debt	—		37
Provision for credit losses	6,827		5,815
Stock-based compensation	46,138		38,688
Property transactions, net	23,704		842
Gain on REIT transactions, net	(2,277,747)		—
Gain on consolidation of CityCenter, net	—		(1,562,329)
Noncash lease expense	303,044		131,586
Other investment losses (gains)	27,562		(38,572)
Loss (income) from unconsolidated affiliates	142,136		(25,397)
Distributions from unconsolidated affiliates	36,131		74,418
Deferred income taxes	371,840		153,464
Change in operating assets and liabilities:
Accounts receivable	(66,556)		(167,622)
Inventories	(12,388)		5,310
Income taxes receivable and payable, net	35,873		44,406
Prepaid expenses and other	(25,403)		(52,155)
Accounts payable and accrued liabilities	92,200		382,122
Other	17,351		(79,925)
Net cash provided by operating activities	1,333,274		886,705
Cash flows from investing activities
Capital expenditures	(456,570)		(322,139)
Dispositions of property and equipment	9,748		10,191
Investments in unconsolidated affiliates	(226,317)		(151,845)
Proceeds from real estate transactions	4,373,820		3,888,431
Acquisitions, net of cash acquired	(1,889,548)		(1,789,604)
Distributions from unconsolidated affiliates	9,864		9,245
Investments and other	(238,361)		32,742
Net cash provided by investing activities	1,582,636		1,677,021
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less	937,050		(2,242,487)
Issuance of long-term debt	—		749,775
Retirement of senior notes	(1,000,000)		—
Debt issuance costs	(1,367)		(11,358)
Issuance of MGM Growth Properties Class A shares, net	—		792,851
Dividends paid to common shareholders	(3,091)		(3,638)
Distributions to noncontrolling interest owners	(207,792)		(239,514)
Repurchases of common stock	(2,423,009)		(1,026,194)
Other	(82,355)		(112,862)
Net cash used in financing activities	(2,780,564)		(2,093,427)
Effect of exchange rate on cash, cash equivalents, and restricted cash	(3,315)		(1,103)
Change in cash and cash equivalents classified as assets held for sale	(39,656)		—
Cash, cash equivalents, and restricted cash
Net change for the period	92,375		469,196
Balance, beginning of period	5,203,059		5,101,637
Balance, end of period	$	5,295,434	$	5,570,833
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized	$	411,701	$	508,056
Federal, state and foreign income taxes paid	12,888		34,836

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Common Stock
	Shares	Par Value		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total MGM Resorts International Stockholders’ Equity		Noncontrolling Interests		Total Stockholders’ Equity
Balances, July 1, 2022	398,418	$	3,984	$	—	$	5,746,532	$	(16,942)	$	5,733,574	$	1,464,109	$	7,197,683
Net loss	—	—		—		(576,830)		—		(576,830)		(486,445)		(1,063,275)
Currency translation adjustment	—	—		—		—		(16,888)		(16,888)		(675)		(17,563)
Stock-based compensation	—	—		6,751		—		—		6,751		664		7,415
Issuance of common stock pursuant to stock-based compensation awards	346	4		(5,005)		—		—		(5,001)		—		(5,001)
Cash distributions to noncontrolling interest owners	—	—		—		—		—		—		(1,985)		(1,985)
Dividends declared and paid to common shareholders ($0.0025 per share)	—	—		—		(980)		—		(980)		—		(980)
Repurchases of common stock	(10,003)	(100)		(9,764)		(297,090)		—		(306,954)		—		(306,954)
Adjustment of redeemable noncontrolling interest to redemption value	—	—		8,043		—		—		8,043		—		8,043
Other	—	—		(25)		—		—		(25)		7,325		7,300
Balances, September 30, 2022	388,761	$	3,888	$	—	$	4,871,632	$	(33,830)	$	4,841,690	$	982,993	$	5,824,683

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

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Common Stock
	Shares	Par Value		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Total MGM Resorts International Stockholders’ Equity		Noncontrolling Interests		Total Stockholders’ Equity
Balances, July 1, 2021	486,530	$	4,865	$	3,335,015	$	2,861,474	$	(21,173)	$	6,180,181	$	4,923,941	$	11,104,122
Net income (loss)	—	—		—		1,350,433		—		1,350,433		(15,157)		1,335,276
Currency translation adjustment	—	—		—		—		(6,686)		(6,686)		(5,270)		(11,956)
Cash flow hedges	—	—		—		—		2,585		2,585		4,656		7,241
Stock-based compensation	—	—		10,084		—		—		10,084		1,197		11,281
Issuance of common stock pursuant to stock-based compensation awards	408	4		(6,228)		—		—		(6,224)		—		(6,224)
Cash distributions to noncontrolling interest owners	—	—		—		—		—		—		(3,266)		(3,266)
Dividends declared and paid to common shareholders ($0.0025 per share)	—	—		—		(1,181)		—		(1,181)		—		(1,181)
MGP dividend payable to Class A shareholders	—	—		—		—		—		—		(81,459)		(81,459)
Repurchases of common stock	(17,210)	(172)		(686,361)		—		—		(686,533)		—		(686,533)
Adjustment of redeemable noncontrolling interest to redemption value	—	—		(7,580)		—		—		(7,580)		—		(7,580)
MGP Class A share issuances	—	—		40		—		1		41		230		271
Other	—	—		(5,166)		—		—		(5,166)		6,151		985
Balances, September 30, 2021	469,728	$	4,697	$	2,639,804	$	4,210,726	$	(25,273)	$	6,829,954	$	4,831,023	$	11,660,977

Balances, January 1, 2021	494,318	$	4,943	$	3,439,453	$	3,091,007	$	(30,677)	$	6,504,726	$	4,675,182	$	11,179,908
Net income (loss)	—	—		—		1,123,357		—		1,123,357		(38,364)		1,084,993
Currency translation adjustment	—	—		—		—		(10,806)		(10,806)		(8,361)		(19,167)
Cash flow hedges	—	—		—		—		10,116		10,116		14,513		24,629
Stock-based compensation	—	—		35,271		—		—		35,271		3,417		38,688
Issuance of common stock pursuant to stock-based compensation awards	1,352	13		(17,895)		—		—		(17,882)		—		(17,882)
Cash distributions to noncontrolling interest owners	—	—		—		—		—		—		(166,236)		(166,236)
Dividends declared and paid to common shareholders ($0.0075 per share)	—	—		—		(3,638)		—		(3,638)		—		(3,638)
MGP dividend payable to Class A shareholders	—	—		—		—		—		—		(81,459)		(81,459)
Repurchases of common stock	(25,942)	(259)		(1,025,935)		—		—		(1,026,194)		—		(1,026,194)
Adjustment of redeemable noncontrolling interest to redemption value	—	—		(54,019)		—		—		(54,019)		—		(54,019)
MGP Class A share issuances	—	—		99,934		—		3,240		103,174		656,361		759,535
Redemption of MGP OP units	—	—		171,332		—		5,327		176,659		(227,487)		(50,828)
Other	—	—		(8,337)		—		(2,473)		(10,810)		3,457		(7,353)
Balances, September 30, 2021	469,728	$	4,697	$	2,639,804	$	4,210,726	$	(25,273)	$	6,829,954	$	4,831,023	$	11,660,977

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 — ORGANIZATION

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

As ~~discussed further below,~~of September 30, 2022, the Company ~~leases certain of its real estate assets from MGM Growth Properties Operating Partnership LP (the “Operating Partnership”),~~operates domestic casino resorts, which ~~is a consolidated subsidiary.~~

~~The Company owns and operates~~include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada: Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas (“The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), The Mirage, Mandalay Bay, Luxor, New York-New York, ~~Monte Carlo, Excalibur~~Park MGM, and ~~Circus Circus Las Vegas. Operations at MGM Grand Las Vegas include management of The Signature at MGM Grand Las Vegas, a condominium-hotel consisting of three towers.~~Excalibur. The Company also operates ~~and, along with local investors, owns~~ MGM Grand Detroit in Detroit, Michigan, ~~and~~ MGM National Harbor in Prince George’s County, ~~Maryland. The Company also owns and operates the~~Maryland, MGM Springfield in Springfield, Massachusetts, Borgata ~~Hotel Casino & Spa (“Borgata”), located on Renaissance Pointe~~ in ~~the Marina area of~~ Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in Northfield Park, Ohio, and the following resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike Tunica in Tunica. Additionally, the Company ~~owns and~~ operates The Park, a dining and entertainment district located between New York-New York and ~~Monte Carlo,~~Park MGM, and the Company owns and operates Shadow Creek, an exclusive world-class golf course located approximately ten miles north of ~~its~~the Las Vegas Strip, ~~resorts, Primm Valley Golf Club at the California/Nevada state line~~ and Fallen Oak golf course in Saucier, Mississippi.

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

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

The Company also has an approximate 98% controlling interest in LeoVegas AB (“LeoVegas”), a consolidated subsidiary that has global online gaming operations headquartered in Sweden and Malta. 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, is organized as an umbrella partnership REIT (commonly referred to as an “UPREIT”) structure in which substantially~~Company. Substantially all of its assets ~~are~~were owned by and substantially all of its ~~businesses are~~operations were conducted through ~~its~~MGM Growth Properties Operating Partnership ~~subsidiary.~~ LP ("MGP ~~has~~OP”). MGP had two classes of ~~authorized and outstanding voting~~ common ~~shares (collectively, the “shares”):~~shares: Class A shares and a single Class B share. The Company ~~owns~~owned MGP’s Class B share, through which ~~does not provide its holder any rights to profits or losses or any rights to receive distributions from operations of~~it held a controlling interest in MGP ~~or upon liquidation or winding up of MGP. MGP’s Class A shareholders are entitled to one vote per share, while the Company,~~ as ~~the owner of the Class B share, is~~it was entitled to an amount of votes representing a majority of the total voting power of MGP’s ~~shares so long as the~~shares. The Company and ~~its controlled affiliates’ (excluding MGP) aggregate beneficial ownership of the combined economic~~MGP each held MGP OP units representing limited partner interests in MGP OP. Immediately prior to the VICI Transaction, the Company owned 41.5% of MGP OP units, and MGP held the remaining 58.5% ownership interest in MGP OP.

Additionally, the Company had leased the real estate assets of certain of its domestic properties from MGP OP, as further discussed in Note 14, and the ~~Operating Partnership does not fall below 30%~~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”). ~~The Operating Partnership units~~MGP’s Class B share that was held by the Company are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the fair value of a Class A share. The determination of settlement method is at the option of MGP’s independent conflicts committee. Subsequent to MGP closing its public offering of 13,225,000 Class A shares in September 2017,was cancelled. Accordingly, the Company ~~indirectly owned 72.3% of the partnership units in the Operating Partnership, and MGP owned the remaining 27.7% ownership~~no longer holds a controlling interest in ~~the Operating Partnership. Prior to September 2017, the Company owned 76.3% of the Operating Partnership units~~MGP and deconsolidated MGP owned the remaining 23.7% ownership interest in the Operating Partnership. MGP owns 100% of the general partner of the Operating Partnership. See Note 9 for additional information pertaining to the public offering of MGP’s Class A shares. In addition, as discussed further in Note 11, the Company indirectly acquired additional partnership units in connection withupon the closing of the ~~National Harbor transaction in October 2017~~transactions. Refer to Note 3 for further discussion of the transactions. In connection with the VICI Transaction, the Company entered into an amended and ~~subsequently holds a 73.4% ownership interest in the Operating Partnership.~~

~~Pursuant to a~~restated master lease ~~agreement between a subsidiary~~with VICI. Refer to Note 9 for further discussion of the ~~Company (the “Tenant”) and a subsidiary of the Operating Partnership (the “Landlord”),~~lease.

The Cosmopolitan acquisition. On May 17, 2022, the Company ~~leases~~acquired the operations of The Cosmopolitan. Additionally, the Company entered into a lease agreement for the real estate assets of The Cosmopolitan. Refer to Note 3 for additional information on this acquisition and Note 9 for further discussion of the lease.

LeoVegas acquisition. On September 7, 2022, the Company acquired LeoVegas. Refer to Note 3 for additional information on this acquisition.

The Mirage ~~Mandalay Bay, Luxor, New York-New York, Monte Carlo, Excalibur,~~transaction. On December 13, 2021, the Company entered into an agreement to sell the operations of The ~~Park, Borgata,~~ Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc. (“Hard Rock”). Refer to Note 3 for additional information on this disposition.

Gold Strike Tunica ~~MGM Grand Detroit and Beau Rivage from subsidiaries~~transaction. On June 9, 2022, the Company entered into an agreement to sell the operations of ~~the Operating Partnership. As discussed further in Note 11, MGP acquired the long-term leasehold interest and real property associated with MGM National Harbor from~~Gold Strike Tunica to Cherokee Nation Entertainment Gaming Holdings, LLC (“CNE”), a subsidiary of ~~the Company in October 2017. An amendment~~Cherokee Nation Business. Refer to ~~the master lease agreement executed in October 2017 provides for the Company to lease the real estate assets of MGM National Harbor from a subsidiary of the Operating Partnership. See~~ Note 113 for additional information ~~related~~on this disposition.

MGM Grand Paradise existing gaming subconcession and new gaming law. Gaming in Macau is currently administered by the Macau Government through concessions awarded to ~~MGP~~three different concessionaires and ~~certain~~three subconcessionaires. Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A. ("SJMSA," formerly Sociedade de Jogos de Macau, S.A.), a gaming subconcession was acquired by MGM Grand Paradise for the right to operate casino games of chance and other casino games for a period commencing on April 20, 2005 through March 31, 2020. Pursuant to the then-existing Macau gaming law, upon reaching the maximum duration foreseen in the law (up to a maximum term of 20 years), the term of the ~~Company’s related intercompany agreements~~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 ~~MGP~~the expiration of the other concessionaires and subconcessionaires. On June 23, 2022, MGM Grand Paradise entered into an addendum to its subconcession pursuant to which its gaming subconcession was extended to December 31, 2022 (refer to Note 6 for additional considerations relating to the gaming subconcession). In connection with the extension, MGM Grand Paradise paid the Macau government MOP 47 million (approximately $6 million) and provided a bank guarantee to secure the fulfillment of MGM Grand Paradise’s existing commitment of labor liabilities upon expiration of its subconcession (refer to Note 10 for discussion on the guarantee). Additionally, MGM Grand Paradise executed an agreement with the Macau government pursuant to which the casino areas of MGM Cotai and MGM Macau will be reverted, free of charge and without any encumbrances, to the Macau government at the end of the extended subconcession period on December 31, 2022. Management anticipates the gaming assets subject to reversion will be assets used in gaming operations, as well as the gaming areas determined in the agreement. Upon reversion, MGM Grand Paradise will cease to have the legal ownership of the gaming assets, and, while management is currently evaluating the effect of the reversion, it expects that it will retain use of such assets if it is able to obtain a gaming concession in the forthcoming public tender.

On January 14, 2022, the Macau government disclosed the content of a proposed bill to amend Macau gaming law, which followed a 45-day public consultation process regarding draft amendment proposals that were issued in September 2021. The new gaming law was approved by the Macau Legislative Assembly on June 21, 2022 and published in the Macau Official Gazette on June 22, 2022. Under the new gaming law, the existing subconcessions will be discontinued and a maximum of six concessions will be awarded for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three years under certain exceptional circumstances. The enactment of the new gaming law precedes the public tender for the awarding of new gaming concessions for which the rules of the public tender were published on July 1, 2022, which outlined the details for the bidding, the qualifications of bidding companies, and the criteria for granting the new gaming concessions. On September 14, 2022, MGM Grand Paradise submitted its bid. The awarding of a new concession contract would permit the operation of games of chance or other games in casinos in Macau, commencing on January 1, 2023.

Certain events relating to the ~~Operating Partnership.~~

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

Reportable segments. The Company has an approximately 56% controlling interest in MGM China, which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”), the Macau company that owns and operates the MGM Macau resort and casino and the related gaming subconcession and land concessions, and is in the process of developing an 18 acre site on the Cotai Strip in Macau (“MGM Cotai”). MGM Cotai will be an integrated casino, hotel and entertainment resort with capacity for up to 500 gaming tables and up to 1,500 slots, and featuring approximately 1,400 hotel rooms. The actual number of gaming tables allocated to MGM Cotai will be determined by the Macau government prior to opening, and such allocation is expected to be less than MGM Cotai’s 500 gaming table capacity. The total estimated project budget increased to $3.4 billion excluding development fees eliminated in consolidation, capitalized interest and land related costs as a result of the damage and delays caused by Typhoon Hato in August 2017.

The Company owns 50% of and manages CityCenter Holdings, LLC (“CityCenter”), located between Bellagio and Monte Carlo. The other 50% of CityCenter is owned by Infinity World Development Corp, a wholly owned subsidiary of Dubai World, a

~~Dubai, United Arab Emirates government decree entity. CityCenter consists of Aria, an integrated casino, hotel and entertainment resort; Mandarin Oriental~~three reportable segments: Las Vegas a non-gaming boutique hotel; and Vdara, a luxury condominium-hotel. In addition, CityCenter features residential units in the Residences at Mandarin Oriental and Veer. See Note 4 for additional information related to CityCenter.

The Company and a subsidiary of Anschutz Entertainment Group, Inc. (“AEG”) each own 42.5% of the Las Vegas Arena Company, LLC (“Las Vegas Arena Company”), the entity which owns the T-Mobile Arena, and Athena Arena, LLC owns the remaining 15%. The Company manages the T-Mobile Arena, which is located on a parcel of the Company’s land between Frank Sinatra Drive and New York-New York, adjacent to the Las Vegas Strip. The T-Mobile Arena is a 20,000 seat venue designed to host world-class events – from mixed martial arts, boxing, basketball and bull riding, to high profile awards shows and top-name concerts, and is the home of the Vegas Golden Knights of the National Hockey League. Additionally, the Company leases the MGM Grand Garden Arena, located adjacent to the MGM Grand Las Vegas, to the Las Vegas Arena Company. See Note 4 for additional information regarding the Company’s investment in the Las Vegas Arena Company.

The Company also has a 50% interest in Grand Victoria. Grand Victoria is a riverboat casino in Elgin, Illinois; an affiliate of Hyatt Gaming owns the other 50% of Grand Victoria and also operates the resort. See Note 4 for additional information regarding the Company’s investment in Grand Victoria.

A subsidiary of the Company was awarded a casino license to build and operate MGM Springfield in Springfield, Massachusetts. MGM Springfield will be developed on approximately 14 acres of land in downtown Springfield. The Company’s plans for the resort currently include a casino with approximately 2,550 slots and 120 table games including poker; a 250-room hotel; 100,000 square feet of retail and restaurant space; 44,000 square feet of meeting and event space; and a 3,500 space parking garage, with an expected development and construction cost of approximately $960 million, excluding capitalized interest and land related costs.

~~The Company has two reportable segments: domestic resorts~~Strip Resorts, Regional Operations and MGM China. See Note 1013 for additional information about the Company’s segments.

Impact of COVID-19 - Update. As of September 30, 2022, all of the Company’s domestic properties were open and not subject to operating restrictions; however, travel and business volume were negatively affected in the early part of the first quarter of 2022 due to the spread of the omicron variant.

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

NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of ~~presentation.~~presentation. As permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s ~~2016~~2021 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2021.

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

Principles of ~~consolidation.~~ For entities not determined to be a variable interest entity (“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 if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements. For these entities, the Company records a noncontrolling interest in the consolidated balance sheets. The Company’s investments in unconsolidated affiliates which are 50% or less owned are accounted for under the equity method when the Company can exercise significant influence over or has joint control of the unconsolidated affiliate. All intercompany balances and transactions are eliminated in consolidation.

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

Management has determined that ~~MGP~~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 ~~Class A~~ equity ~~investors~~holders as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance. The

Company has determined that it is not the primary beneficiary of ~~MGP and consolidates MGP~~Bellagio BREIT Venture because (i) its ownership of MGP’s single Class B share entitles it to a majority of the total voting power of MGP’s shares, and (ii) the exchangeable nature of the Operating Partnership units owned provide the Company does not have power to direct the ~~right to receive benefits from MGP~~activities that could potentially be significant to ~~MGP.~~the venture as BREIT, as the managing member, has such power; accordingly, the Company does not consolidate the venture. The ~~Company has recorded~~ ~~MGP’s ownership interest~~Company’s maximum exposure to loss in Bellagio BREIT Venture is equal to the ~~Operating Partnership (27.7%~~carrying value of its investment of $57 million as of September 30, ~~2017)~~2022, assuming no future capital funding requirements, plus the exposure to loss resulting from the Company’s guarantee of the debt of Bellagio BREIT Venture, which guarantee is immaterial as of September 30, 2022, as further discussed in Note 10.

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 ~~Company’s~~ 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 ~~statements.~~ decisions of the entity, the Company generally accounts for the entity under the equity method, such as BetMGM, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process, which prevents the Company from exerting a controlling financial interest in such entity, as defined in ASC 810. For entities over which the Company does not have significant influence, such as VICI OP, the Company accounts for its equity investment under ASC 321.

Property and equipment. As of September 30, ~~2017~~2022 and December 31, ~~2016, on a consolidated basis, MGP~~2021, the Company had ~~total assets~~accrued $83 million and $36 million, respectively, for purchases of ~~$10.1 billion~~property and ~~$9.5 billion, respectively, primarily related to its real estate investments, and total liabilities of $4.3 billion and $3.9 billion, respectively, primarily related to its indebtedness.~~

equipment within accounts payable.

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

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

•Level 1 and Level 2 inputs for its long-term debt fair value ~~disclosures (see~~disclosures. See Note ~~5);~~7; and

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

Fair value is measured based upon trading prices on the applicable securities exchange for equity investments for which the Company has elected the fair value option of ASC 825, such as LeoVegas (prior to consolidation), and equity investments accounted for under ASC 321 that have a readily determinable fair value, such as VICI OP. The fair value of these investments was $423 million and $66 million as of September 30, 2022 and December 31, 2021, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets. Unrealized gains and losses are recorded in “Other, net” in the statements of operations. For the three and nine months ended September 30, 2022, the Company recorded a net unrealized loss on its ~~interest~~equity investments of $20 million and $28 million, respectively. For the three and nine months ended September 30, 2021, the Company recorded a net unrealized loss on its equity investments of $48 million and a net unrealized gain on its equity investments of $39 million, respectively.

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

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

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

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

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


	Outstanding Chip Liability				Loyalty Program				Customer Advances and Other
	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 September 30	156,560		177,066		175,716		142,969		747,505		662,096
Increase / (decrease)	$	(19,659)	$	(35,605)	$	31,251	$	3,213	$	107,504	$	279,809

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

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

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 ~~swaps (see Note 6).~~

~~Property and equipment.~~ ~~Property and equipment are stated at cost. A significant amount~~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 ~~property~~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 9 for discussion of leases under which the Company is a lessee. Refer to Note 14 for discussion of the master lease with MGP.

The Company is a lessor under certain other lease arrangements. Lease revenues earned by the Company from third parties are classified within the line item corresponding to the type or nature of the tenant’s good or service. For the three and nine months ended September 30, 2022, lease revenues from third-party tenants include $19 million and $52 million recorded within food and beverage revenue, respectively, and $30 million and $85 million recorded within entertainment, retail, and other revenue for the same such periods, respectively. For the three and nine months ended September 30, 2021, lease revenues from third-party tenants include $13 million and $29 million recorded within food and beverage revenue, respectively, and $22 million and $58 million recorded within entertainment, retail, and other revenue for the same such periods, respectively. Lease revenues from the rental of hotel rooms are recorded as rooms revenues within the consolidated statements of operations.

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

NOTE 3 — ACQUISITIONS AND DIVESTITURES

LeoVegas acquisition. On May 2, 2022, the Company commenced a public offer to the shareholders of LeoVegas to tender 100% of the shares at a price of SEK 61 in cash per share. On September 7, 2022, the Company completed its tender offer and acquired 65% of the outstanding shares of LeoVegas and, at the completion of an extended acceptance period on September 22, 2022, acquired an additional 2% of outstanding shares, for an aggregate cash tender price of $370 million. During the tender offer period, the Company had acquired 31% of outstanding shares in open market purchases that had an acquisition-date fair value of approximately $172 million. As the Company’s previous 31% ownership interest was ~~acquired through business combinations~~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 ~~therefore recognized~~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 ~~date. Gains~~method, the fair value was

allocated to the assets acquired, liabilities assumed, and ~~losses~~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 ~~dispositions~~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 ~~property~~their estimated useful lives of five years. Goodwill is primarily attributable to the profitability of LeoVegas in excess of identifiable assets as well as expected synergies and ~~equipment~~is not deductible for tax purposes. All of the goodwill was assigned to Corporate and other. The allocation of fair value is preliminary as of September 30, 2022 and is primarily open for the valuation of the acquired intangible assets and for income tax impacts, and may be adjusted up to one year after the acquisition.

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


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

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

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

The Company recognized 100% of the acquired assets and assumed liabilities at fair value at the date of the acquisition. Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction. The Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs. The estimated fair values of the identified intangible assets were determined using methodologies under the income ~~or loss. Maintenance costs are expensed~~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 ~~incurred.~~well as expected synergies. All of the goodwill was assigned to the Company’s Las Vegas Strip Resorts segment. As of September 30, ~~2017~~2022, the purchase price allocation is preliminary, however, the Company does not expect material changes to the value of the assets acquired or liabilities assumed.

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


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

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

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

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

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

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


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

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


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

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

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

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


Cash and cash equivalents	$	25,387
Income tax receivable	5,486
Prepaid expenses and other	128
Property and equipment, net	9,250,519
Investments in and advances to unconsolidated affiliates	817,901
Operating lease right-of-use assets, net	236,255
Other long-term assets, net	3,991
Total assets	$	10,339,667

Accounts payable	$	1,136
Accrued interest on long-term debt	68,150
Other accrued liabilities	4,057
Deferred income taxes, net	1,284
Long-term debt, net	4,259,473
Operating lease liabilities	336,689
Total liabilities	$	4,670,789

The Mirage. On December 13, 2021, the Company entered into an agreement to sell the operations of The Mirage to an affiliate of Hard Rock for cash consideration of $1.075 billion, subject to certain purchase price adjustments. Upon closing, the master lease between the Company and VICI will be amended to remove The Mirage and to reflect a $90 million reduction in annual cash rent. The transaction is expected to close during the fourth quarter of 2022, subject to certain closing conditions, including, but not limited to, the receipt of regulatory approvals. The closing condition that the VICI Transaction is consummated or terminated was resolved upon the closing of such transaction and, accordingly, the asset group is classified as held for sale as of September 30, 2022.

Gold Strike Tunica. On June 9, 2022, the Company entered into an agreement to sell the operations of Gold Strike Tunica to CNE for cash consideration of $450 million, subject to certain purchase price adjustments. Upon closing, the master lease between the Company and VICI will be amended to remove Gold Strike Tunica and to reflect a $40 million reduction in annual cash rent. The transaction is expected to close during the first quarter of 2023, subject to certain closing conditions, including, but not limited to, the receipt of regulatory approvals. The asset group is classified as held for sale as of September 30, 2022.

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

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


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

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

NOTE 4 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:


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

NOTE 5 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

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


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

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


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

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


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

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

VICI BREIT Venture distributions. For the nine months ended September 30, 2022, MGP OP received $32 million in distributions. For the three and nine months ended September 30, 2021, MGP OP received $24 million and $70 million in distributions, respectively.

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

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

NOTE 6 — GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consisted of the following:


	September 30, 2022		December 31, 2021
	(In thousands)
Goodwill	$	4,945,188	$	3,480,997

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

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


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


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

Goodwill was recognized in 2022 related to the acquisition of the operations of The Cosmopolitan and LeoVegas, which is included in Las Vegas Strip Resorts and Corporate and other, respectively. Goodwill related to The Mirage and Gold Strike Tunica, which are included in Las Vegas Strip Resorts and Regional Operations, respectively, were reclassified into assets held for sale in 2022 as further discussed in Note 3. Goodwill was recognized in 2021 related to the acquisition of the 50% ownership interest in CityCenter, which is included in Las Vegas Strip Resorts.

MGM Grand Paradise gaming subconcession. As described in Note 1, the enactment of the new Macau gaming law in June 2022 provides for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also includes material changes to the rights and obligations provided for under the new gaming concessions to be awarded in the upcoming public tender. As a result, the Company determined that the existing MGM Grand Paradise gaming subconcession and new gaming concession, if obtained, would be two separate units of account.

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

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

NOTE 7 — LONG-TERM DEBT

Long-term debt consisted of the following:


	September 30, 2022		December 31, 2021
	(In thousands)
MGP OP senior secured credit facility	$	—	$	50,000
MGM China first revolving credit facility	1,242,070		360,414
MGM China second revolving credit facility	12,739		—
LeoVegas revolving credit facility	39,206		—
LeoVegas senior notes, due 2023	62,570		—
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
	8,607,137		12,860,966
Less: Premiums, discounts, and unamortized debt issuance costs, net	(45,878)		(90,169)
	8,561,259		12,770,797
Less: Current portion	(1,351,422)		(1,000,000)
	$	7,209,837	$	11,770,797

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

The Company’s senior secured credit facility contains customary representations and warranties, events of default and positive and negative covenants. The Company was in compliance with its credit facility covenants at September 30, 2022.

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

The MGM China first revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio. In February 2022, MGM China further amended its first revolving credit

facility to extend the financial covenant waivers through maturity in May 2024.MGM China was in compliance with its applicable first revolving credit facility covenants at September 30, 2022.

MGM China second revolving credit facility. At September 30, 2022,the MGM China second revolving credit facility consisted of a HK$3.12 billion unsecured revolving credit facility with an option to increase the amount of the facility up to HK$3.9 billion, subject to certain conditions. Draws will be subject to satisfaction of certain conditions precedent, including evidence that the MGM China first revolving credit facility has been fully drawn. At September 30, 2022, $13 million was drawn on the MGM China second revolving credit facility and the weighted average interest rate was 4.81%.

The MGM China second revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio. In February 2022, MGM China further amended its second revolving credit facility to extend the financial covenant waivers through maturity in May 2024. MGM China was in compliance with its applicable second revolving credit facility covenants at September 30, 2022.

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

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

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

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

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

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

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

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

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

Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was $7.8 billion and $13.4 billion at September 30, 2022 and December 31, ~~2016,~~2021, respectively. Fair value was estimated using quoted market prices for the ~~Company had accrued $11 million~~Company’s senior notes and ~~$36 million, respectively, for property and equipment within accounts payable and $34million and $32 million, respectively, related to construction retention in other long-term liabilities.~~

~~Income tax provision.~~credit facilities.

NOTE 8 — INCOME TAXES

For interim income tax reporting the Company estimates its annual effective tax rate and applies it to its year-to-date ordinary income. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. The Company’s effective income tax rate was ~~39.5%~~a benefit of 10.6% on loss before income taxes and ~~27.3%~~a provision of 43.8% on income before income taxes for the three and nine months ended September 30, ~~2017,~~2022, respectively, compared to a provision of 17.4% and 16.9% on income before income taxes for the three and nine months ended September 30, 2021, respectively.

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

~~The Company has generated significant excess foreign tax credits that are attributable to~~

During 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,~~three months ended September 30, 2022, the Company believes that payment of the Macau Special Gaming Tax qualifies as a tax paid in lieu of an income tax that is creditable against U.S. taxes. As long as the exemption from Macau’s 12% complementary tax on gaming profits continues and the Company continues to receive distributions from MGM China, the Company expects that it will generate excess foreign tax credits in most years and that most of the excess foreign credits will not be utilized before the exemption expires. On September 7, 2016, MGM Grand Paradise was granted an additional extension of the complementary tax exemption through March 31, 2020, concurrent with the end of the term ofdecreased its current gaming subconcession. A competitor of MGM Grand Paradise subsequently received an additional extension of its exemption through March 31, 2020, which also runs concurrent with the end of the term of its current gaming concession. Based upon these developments and the uncertainty concerning taxation after the concession renewal process, the Company has assumed that MGM Grand Paradise will pay the Macau 12% complementary tax on gaming profits for all periods beyond March 31, 2020 and it will thus not be able to credit the Macau Special Gaming Tax in such years, and has factored that assumption into its assessment of the realization of the foreign tax credit deferred tax asset and the measurement of Macau deferred tax ~~liabilities.~~

~~MGM Grand Paradise’s~~liabilities by $296 million as a result of an extension of the exemption from the Macau 12% complementary tax ~~on gaming profits does not apply~~ to ~~dividend distributions of such profits to MGM China. However, MGM Grand Paradise has had an agreement with~~ the Macau government to settle the 12% complementary tax that would otherwise be due by its shareholder, MGM China, on distributions of its gaming profits by paying a flat annual payment (“annual fee arrangement”) regardlessend of the ~~amount of distributable dividends. Such annual fee arrangement was effective for distributions of profits earned through December 31, 2016. MGM China was not subject~~year, with a corresponding decrease to the complementary tax on distributions covered by the annual fee arrangement. Annual payments of $2 million were required under the annual fee arrangement. MGM Grand Paradise has requested an extension of this agreement to cover distributions of profits earned through December 31, 2021. However, no assurance can be given that an extension will be granted or that the terms, if granted, will not be less favorable than the prior agreement. Since 2017 earnings are not currently covered by an annual fee arrangement, the

Company is providing deferred taxes on such earnings in estimating its annual effective tax rate for 2017. If an extension is granted in a future period, the Company will reverse all associated deferred taxes, which total $28 million as of September 30, 2017, resulting in a reduction in provision for income taxes ~~in such period.~~

~~The Company’s assessment of realization of~~and increased its ~~foreign tax credit~~state deferred tax asset is based on available evidence, including assumptions about future profitability of and distributions from MGM China, as well as its assumption concerning renewals of the exemption from Macau’s 12% complementary tax on gaming profits and future profitability of its U.S. operations. Asliabilities by $59 million with a ~~result, significant judgment is required in assessing the possible need for and amount of valuation allowance and changes~~corresponding increase to such assumptions may have a material impact on the amount of the valuation allowance. For example, should the Company in a future period actually receive or be able to assume an additional five-year exemption, an additional valuation allowance would likely need to be provided on some portion or all of the foreign tax credit deferred tax asset, resulting in an increase in the provision for income taxes in such period, and such increase may be material. In addition, a change to forecasts of future profitability of, and distributions from, MGM China could also result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in such period.

~~Recently issued accounting standards.~~ In 2015 and 2016, the FASB issued the following ASUs related to revenue recognition, effective for fiscal years beginning after December 15, 2017, pursuant to ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”:

ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”) outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 provides for a new revenue recognition model which includes a five-step analysis in determining when and how revenue is recognized, including identification of separate performance obligations for each contract with a customer. Additionally, the new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services;

ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” (“ASU 2016-08”) clarifies the implementation guidance on principal versus agent considerations as it relates to ASU 2014-09. ASU 2016-08 provides guidance related to the assessment an entity is required to perform to determine whether the nature of its promise is to provide the specified good or service itself (that is, the entity is a principal) or to arrange for that good or service to be provided by the other party (that is, the entity is an agent) when another party is involved in providing goods or services to a customer;

ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” (“ASU 2016-10”) clarifies guidance related to identifying performance obligations and licensing implementation guidance as it relates to ASU 2014-09. ASU 2016-10 includes targeted improvements based on input the FASB received from the Transition Resource Group for Revenue Recognition and other stakeholders. It seeks to proactively address areas in which diversity in practice potentially could arise, as well as to reduce the cost and complexity of applying certain aspects of the guidance both at implementation and on an ongoing basis; and

ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,” (“ASU 2016-12”) addresses narrow-scope improvements to the guidance on collectability, noncash consideration and completed contracts at transition as it relates to ASU 2014-09. ASU 2016-12 provides for a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers.

The Company is currently assessing the impact that the adoption of the above ASUs related to revenue recognition will have on its consolidated financial statements and footnote disclosures. However, the Company has identified a few significant impacts. Under the new guidance, the Company expects it will no longer be permitted to recognize revenues for goods and services provided to customers for free as an inducement to gamble as gross revenue with a corresponding offset to promotional allowances to arrive at net revenues. The Company expects the majority of such amounts will offset casino revenues. In addition, accounting for Express Comps granted under the Company’s M life Rewards program will also change. Under the new guidance, Express Comps earned by customers through past revenue transactions will be identified as separate performance obligations and recorded as a reduction in gaming revenues when earned at the retail value of such benefits owed to the customer (less estimated breakage). When customers redeem such benefits and the performance obligation is fulfilled by the Company, revenue will be recognized in the department that provides the goods or services (i.e., hotel, food and beverage, or entertainment). The Company also expects impacts related to its loyalty programs and gaming promoter incentive programs at MGM Macau, which will affect classification of revenues and expenses. The Company expects to adopt the above ASUs on a full retrospective basis.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which replaces the existing guidance in Accounting Standards Codification (“ASC”) 840, “Leases.” ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements and footnote disclosures.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force),” (“ASU 2016-15”), effective for fiscal years beginning after December 15, 2017. ASU 2016-15 amends the guidance of ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles, specifically clarifying the guidance on eight cash flow issues. The Company does not expect the adoption of ASU 2016-15 to have a material effect on its consolidated financial statements.

In January 2017, the Company adopted ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718),” (“ASU 2016-09”). ASU 2016-09 simplifies the accounting for share-based payment transactions, including the income tax consequences, accounting for forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 has separate transition guidance for each element of the new standard. The adoption of ASU 2016-09 did not have a material effect on the Company’s consolidated financial statements and footnote disclosures.

In January 2017, the Company adopted ASU No. 2016-17, “Consolidation (Topic 810): Interests Held Through Related Parties that are Under Common Control,” (“ASU 2016-17”). The amendments affect the evaluation of whether to consolidate a VIE in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether an entity is the primary beneficiary of a VIE for an entity that is a single decision-maker of a variable interest by changing how an entity treats indirect interests in the VIE held through related parties that are under common control with the reporting entity. The guidance in ASU 2016-17 must be applied retrospectively to all relevant periods. The adoption of ASU 2016-17 did not have a material effect on the Company’s consolidated financial statements and footnote disclosures.

~~In January 2017, the Company early adopted ASU No. 2017-04, “Intangibles~~ – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the amended guidance, the Company will perform its annual goodwill impairment tests (and interim tests if any are determined to be necessary) by comparing the fair value of its reporting units with their carrying value, and an impairment charge, if any, will be recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The adoption of ASU 2017-04 did not have a material effect on the Company’s consolidated financial statements and footnote ~~disclosures~~.

~~NOTE 3 — BORGATA ACQUISITION~~

On August 1, 2016, the Company completed the acquisition of Boyd Gaming Corporation’s (“Boyd Gaming”) ownership interest in Borgata. Following the completion of the acquisition of Boyd Gaming’s interest, MGP acquired Borgata’s real property from the Company and leased back the real property to a subsidiary of the Company.

As part of the purchase and sale agreement to acquire Borgata, the Company agreed to pay Boyd Gaming half of any net amount received or utilized by the Company as it relates to the Atlantic City property tax refund owed to Borgata at the time of the transaction. Pursuant to tax court judgments, The City of Atlantic City, New Jersey (“Atlantic City”) owed Borgata property tax refunds of approximately $106 million, plus interest, related to the over-assessment of property values for the 2009-2012 tax years. As a result of ~~funding shortfalls,~~income tax regulations published by the City of Atlantic City did not pay the refunds due to Borgata. See Note 7 for information regarding the property tax reimbursement agreement Borgata entered into in February 2017 with the Department of Community Affairs of the Statestate of New Jersey ~~and Atlantic City, and~~during the ~~subsequent receipt of the settlement amount in June 2017.~~

Through the acquisition of Boyd Gaming’s interest in Borgata, the Company obtained 100% of the equity interests in Borgata and therefore consolidated Borgata as of August 1, 2016. The Company recognized 100% of the assets and liabilities of Borgata at fair value at the date of the acquisition. Prior to the acquisition, the Company held a 50% ownership interest in Borgata, which was accounted for under the equity method.

~~Pro forma information.~~ The operating results for Borgata are included in the accompanying consolidated statements of operations from the date of acquisition. The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of its controlling interest had occurred as of January 1, 2015. The unaudited pro

quarter.

forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of January 1, 2015.

Nine Months Ended

September 30,

2016

(In thousands, except
per share data)

(unaudited)

Net revenues
$
7,479,356

Net income attributable to MGM Resorts International

790,834

Basic net income per share
$
1.40

Diluted net income per share
$
1.38

~~NOTE 4 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES~~

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

September 30,

December 31,

2017

2016

(In thousands)

CityCenter Holdings, LLC – CityCenter (50%)
$
793,156

$
1,007,358

Elgin Riverboat Resort–Riverboat Casino – Grand Victoria (50%)

123,008

123,585

Las Vegas Arena Company, LLC (42.5%)

77,011

80,339

Other

14,409

9,161

$
1,007,584

$
1,220,443

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Income from unconsolidated affiliates
$
37,701

$
32,577

$
117,987

$
495,588

Preopening and start-up expenses

—

(81
)

—

(3,168
)
Non-operating items from unconsolidated affiliates

(8,825
)

(11,132
)

(26,302
)

(45,229
)

$
28,876

$
21,364

$
91,685

$
447,191

~~CityCenter~~

~~Summarized balance sheet information for CityCenter is as follows:~~

September 30,

December 31,

2017

2016

(In thousands)

Current assets
$
309,444

$
394,283

Property and other long-term assets, net

6,612,062

6,704,485

Current liabilities

289,038

295,822

Long-term debt, net and other long-term obligations

1,561,018

1,248,916

Equity

5,071,450

5,554,030

~~Summarized income statement information for CityCenter is as follows:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Net revenues
$
322,271

$
308,467

$
962,027

$
898,994

Operating expenses

(271,162
)

(301,240
)

(797,105
)

(919,329
)
Operating income (loss)

51,109

7,227

164,922

(20,335
)
Non-operating expenses

(15,971
)

(14,582
)

(47,502
)

(49,739
)
Net income (loss) from continuing operations

35,138

(7,355
)

117,420

(70,074
)
Discontinued operations

—

(521
)

—

399,514

Net income (loss)
$
35,138

$
(7,876
)

$
117,420

$
329,440

~~Crystals sale.~~ ~~In April 2016, CityCenter closed the sale of Crystals for approximately $1.1 billion.~~ During the nine months ended September 30, ~~2016, CityCenter recognized a gain on the sale of Crystals of $392 million and~~2022, the Company ~~recognized a $397~~decreased its Macau deferred tax liabilitiesby $227 million gain, which included $196 million representing its 50% share of the gain recorded by CityCenter and $201 million representing the reversal of certain basis differences. The basis differences primarily related to other-than-temporary impairment charges recorded on the Company’s investment in CityCenter that were allocated to Crystals’ building assets. The results of Crystals are classified as ~~discontinued operations in the summarized income statement information.~~

~~CityCenter credit facility.~~ In April 2017, CityCenter completed a refinancing of its senior credit facility. The new senior credit facility consists of a $1.6 billion term loan B facility maturing in April 2024 and a $125 million revolving credit facility maturing in April 2022. The term loan B was issued at 99.5% and bears interest at LIBOR plus 2.50% with a LIBOR floor of 0.75%. The revolving facility bears interest at LIBOR plus 2.00%.

~~CityCenter distributions.~~ In April 2017, CityCenter paid a $600 million dividend, consisting of a $350 million dividend using proceeds from the upsized senior credit facilities and a $250 million dividend from cash on hand, of which $78 million was part of its annual dividend policy. MGM Resorts received its 50% share, or $300 million. In March 2016, a $90 million distribution was declared in accordance with CityCenter’s annual distribution policy and in April 2016, CityCenter declared a $990 million special distribution in connection with the Crystals sale. The Company’s $540 million share of such distributions was paid in May 2016.

~~Borgata~~

~~Borgata transaction.~~ As discussed in Note 3, the Company acquired Boyd Gaming’s ownership interest in Borgata on August 1, 2016, and therefore began to consolidate Borgata beginning on that date. Prior thereto, the Company’s investment in Borgata was accounted for under the equity method.

~~Las Vegas Arena Company, LLC~~

~~Athena Arena transaction.~~ ~~On September 1, 2016, the Company and AEG each sold a 7.5% membership interest in the Las Vegas Arena Company, LLC to Athena Arena, LLC. As~~ a result of ~~this transaction,~~ the ~~Company received $15~~extension of the exemption from the Macau 12% complementary tax to the end of the year and the impact of the reassessment of the useful life of the MGM Grand Paradise gaming subconcession and increased its state deferred tax liabilities by $14 million ~~in proceeds and recorded~~due to the increase resulting from the issuance of the New Jersey income tax regulations, partially offset by a ~~$3 million gain in “Property transactions, net” in~~decrease resulting from the ~~three and~~VICI Transaction, with a corresponding increase to provision for income taxes.

During the nine months ended September 30, ~~2016.~~

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 59 — ~~LONG-TERM DEBT~~

~~Long-term debt consisted~~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 ~~following:~~

September 30,

December 31,

2017

2016

(In thousands)

Senior credit facility
$
540,625

$
250,000

MGM Growth Properties senior credit facility

2,099,750

2,133,250

MGM China credit facility

2,251,771

1,933,313

MGM National Harbor credit facility

478,000

450,000

$475 million 11.375% senior notes, due 2018

—

475,000

$850 million 8.625% senior notes, due 2019

850,000

850,000

$500 million 5.25% senior notes, due 2020

500,000

500,000

$1,000 million 6.75% senior notes, due 2020

1,000,000

1,000,000

$1,250 million 6.625% senior notes, due 2021

1,250,000

1,250,000

$1,000 million 7.75% senior notes, due 2022

1,000,000

1,000,000

$1,250 million 6% senior notes, due 2023

1,250,000

1,250,000

$1,050 million 5.625% MGM Growth Properties senior notes, due 2024

1,050,000

1,050,000

$500 million 4.50% MGM Growth Properties senior notes, due 2026

500,000

500,000

$500 million 4.625% senior notes, due 2026

500,000

500,000

$350 million 4.50% MGM Growth Properties senior notes, due 2028

350,000

—

$0.6 million 7% debentures, due 2036

552

552

$2.3 million 6.7% debentures, due 2096

2,265

2,265

13,622,963

13,144,380

Less: Premiums, discounts, and unamortized debt issuance costs, net

(129,661
)

(156,785
)

13,493,302

12,987,595

Less: Current portion, net

(466,375
)

(8,375
)

$
13,026,927

$
12,979,220

~~Debt due within~~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 ~~the September 30, 2017 and December 31, 2016 balance sheets was classified~~rent, as long-term as the Company had both the intent and ability to refinance current maturities on a long-term basis under its revolving senior credit facilities, with the exception that $478 million, net of debt issuance costs, relatedapplicable to the circumstances, under the VICI lease, 1 year of rent under the Mandalay Bay and MGM ~~National Harbor credit facility was classified as current at September 30, 2017 because~~Grand Las Vegas lease, the ~~outstanding amount was repaid in October 2017~~Aria lease, and ~~$8 million~~The Cosmopolitan lease, and 2 years of ~~MGP’s quarterly amortization payments~~rent under ~~its senior credit facility were classified as current at December 31, 2016 because MGP used cash to make such amortization payments in January 2017~~.

~~Senior credit facility.~~ ~~At September 30, 2017~~, the Company’s senior credit facility consisted of a $241 million term loan A facility and a $1.25 billion revolving facility. The revolving facility and the term loan A facility bear interest determined by reference to a total net leverage ratio pricing grid which results in an interest rate of LIBOR plus 1.75% to 2.75%. Both the term loan A facility and the ~~revolving~~ ~~facility will mature in~~ ~~April 2021~~. The term loan A facility is subject to amortization of principal in equal quarterly installments, with 5.0% of the initial aggregate principal amount of the term loan A facility to be payable each year. The Company permanently repaid $3 million and $9 million of the term loan A facility in the three and nine months ended September 30, 2017, respectively, in accordance with the scheduled amortization~~. At September 30, 2017,~~ ~~$300 million was drawn on the revolving credit facility. At September 30, 2017, the interest rate on the term loan A facility was 3.49% and the interest rate on the revolving credit facility was~~ ~~3.44%.~~

The senior credit facility contains representations and warranties, customary events of default, and positive, negative and financial covenants, including that the Company maintain compliance with a maximum total net leverage ratio, a maximum first lien net leverage ratio and a minimum interest coverage ratio.Bellagio lease. The Company was in compliance with its ~~credit facility~~applicable covenants atunder its leases as of September 30, ~~2017.~~

2022.

Bellagio lease. The ~~senior credit facility is secured by (i) a mortgage on~~Company leases the real ~~properties comprising~~estate assets of Bellagio from the Bellagio BREIT Venture. The Bellagio lease commenced November 15, 2019 and has an initial term of 30 years with two 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 10 years and, thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3% during the 11th through 20th years and 4% thereafter. Annual cash rent payments for the third lease year that commenced on December 1, 2021 increased to $255 million as a result of the 2% fixed annual escalator.

Mandalay Bay and MGM Grand Las Vegas ~~and~~lease. The Company leases the ~~Bellagio; (ii) a pledge~~real estate assets of ~~substantially all existing~~Mandalay Bay and ~~future personal property of the subsidiaries of the Company that own~~ ~~the~~ MGM Grand Las Vegas from VICI BREIT Venture. The Mandalay Bay and ~~the Bellagio; and (iii) a pledge of the equity or limited liability company interests of the entities that own~~ 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 lease. The Company leases the real estate assets of Aria (including Vdara) from funds managed by Blackstone. The Aria lease commenced September 28, 2021 and has an initial term of 30 years with three 10-year renewal periods, exercisable at the Company’s option, with a fixed 2% rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2% and the ~~Bellagio.~~

~~Mandatory~~ ~~prepayments~~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 ~~credit facilities will be required upon~~2% fixed annual escalator.

The VICI lease and ground subleases. The Company leases the ~~occurrence~~real estate assets of ~~certain events, including sales~~The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from VICI. The VICI lease commenced April 29, 2022 and has an initial term of ~~certain assets, casualty events~~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 ~~incurrence of certain additional indebtedness,~~CPI increase during the prior year subject to ~~certain exceptions~~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.

The Company is required to pay the rent payments under the ground leases of the Borgata, Beau Rivage, and ~~reinvestment rights.~~

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

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


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

Finance lease costs
Interest expense(2)	$	2,037	$	1,186	$	4,741	$	134
Amortization expense	18,406		17,785		58,056		53,271
Total finance lease costs	$	20,443	$	18,971	$	62,797	$	53,405

(1)The Bellagio lease is held with a related party, as further discussed in Note 14. Operating lease cost includes $83 million for each of the three months ended September 30, ~~2017, the Operating Partnership’s senior secured credit facility consisted of a $278~~2022 and 2021 and $248 million term loan A facility, a $1.82 billion term loan B facility, and a $600 million revolving credit facility. The revolving credit facility and term loan A facility bear interest determined by reference to a total net leverage ratio pricing grid which results in an interest rate of LIBOR plus 2.25% to 2.75%. Prior to February 2017, the term loan B facility bore interest at LIBOR plus 2.75% with a LIBOR floor of 0.75%. In February 2017, the Operating Partnership received a reduction of its term loan B interest rate to LIBOR plus 2.50%, with a LIBOR floor of 0.75% upon achieving a minimum corporate family rating of Ba3/BB-. On May 1, 2017, the Operating Partnership repriced its term loan B interest rate to LIBOR plus 2.25% with a LIBOR floor of 0%. All other principal provisionsfor each of the ~~existing credit facility remain unchanged. The revolving credit facility and the term loan A facility will mature in 2021 and the term loan B facility will mature in 2023.~~

The term loan facilities are subject to amortization of principal in equal quarterly installments, with 5.0% of the initial aggregate principal amount of the term loan A facility and 1.0% of the initial aggregate principal amount of the term loan B facility to be payable each year. The Operating Partnership permanently repaid $4 million and $15 million of the term loan A facility in the three and nine months ended September 30, ~~2017, respectively, in accordance with the scheduled amortization,~~2022 and the Operating Partnership permanently repaid $5 million and $19 million of the term loan B facility in the three and nine months ended September 30, 2017, respectively, in accordance with the scheduled amortization. At September 30, 2017, the interest rate on the term loan A facility was 3.99% and the interest rate on the term loan B facility was 3.49%. No amounts have been drawn on the revolving credit facility.

The Operating Partnership credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that the Operating Partnership maintain compliance with a maximum senior secured net debt to adjusted total assets ratio, maximum total net debt to adjusted assets ratio and a minimum interest coverage ratio. The Operating Partnership was in compliance with its credit facility covenants at September 30, 2017.

~~MGM China credit facility.~~ At September 30, 2017, the MGM China credit facility consisted of $1.55 billion of term loans and a $1.45 billion revolving credit facility, which bear interest at a fluctuating rate per annum based on HIBOR plus a margin that ranges between 1.375% and 2.5% based on MGM China’s leverage ratio. The MGM China credit facility matures in April 2019, with scheduled amortization payments of the term loans beginning in October 2017. The MGM China credit facility is secured by MGM Grand Paradise’s interest in the Cotai land use right, and MGM China, MGM Grand Paradise and their guarantor subsidiaries have granted a security interest in substantially all of their assets to secure the facility. The outstanding balance at September 30, 2017 was comprised of $1.55 billion of term loans and $704 million drawn on the revolving credit facility. At September 30, 2017, the weighted average interest rate on the term loans was 2.83% and the weighted average interest rate on the revolving credit facility was 2.67%.

The MGM China 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 2017, the MGM China credit facility was amended to increase the maximum total leverage ratio to 6.00 to 1.00 through December 31, 2017, declining to 5.50 to 1.00 at March 31, 2018, 5.00 to 1.00 at June 30, 2018 and 4.50 to 1.00 at September 30, 2018 and thereafter. MGM China was in compliance with its credit facility covenants at September 30, 2017. Due to the damage caused to MGM Cotai in August 2017 by Typhoon Hato and the resulting delay in the MGM Cotai opening date, MGM China is in the process of amending its credit facility to increase the maximum leverage ratio covenant for fiscal year 2018.

~~MGM National Harbor credit facility.~~ At September 30, 2017, the MGM National Harbor credit facility consisted of a $425 million term loan facility and a $100 million revolving credit facility. The term loan and revolving facilities bear interest at ~~LIBOR~~ plus an applicable rate determined by MGM National Harbor’s total leverage ratio (2.25% as of September 30, 2017). The outstanding balance at September 30, 2017 consisted of $425 million of term loans and $53 million drawn on the revolving credit facility. ~~At September 30, 2017, the interest rate on the term loan A was 3.45% and the interest rate on the revolving credit facility was 3.44%~~. In October 2017, the revolving credit facility was repaid and terminated and the outstanding term loans were assumed by a subsidiary of MGP and repaid in conjunction with the MGM National Harbor transaction, as discussed below.

The credit agreement contained customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM National Harbor and its restricted subsidiaries maintain compliance with a maximum total leverage ratio and a minimum interest coverage ratio. MGM National Harbor was in compliance with its credit agreement covenants at September 30, 2017.

~~Senior notes.~~ In September 2017, MGP issued $350 million in aggregate principal amount of 4.50% senior notes due 2028 for net proceeds of $346 million. In October 2017, MGP used the net proceeds of this offering, together with the net proceeds from the September 2017 public offering of MGP’s Class A shares, to pay a subsidiary of the Company a portion of the purchase price for the

long-term leasehold interest and real property associated with MGM National Harbor and to repay the $425 million of term loans assumed in connection with the transaction. See Note 9 for additional information2021 related to the ~~public offering of MGP’s Class A shares. See Note 11 for additional information related to the MGM National Harbor transaction.~~

In July 2017, the Company redeemed for cash all $475 million principal amount of its outstanding 11.375% senior notes due 2018. The Company incurred a $30 million loss on the early retirement of such notes.

~~Fair value of long-term debt.~~ The estimated fair value of the Company’s long-term debt was $14.4 billion and $13.9 billion at September 30, 2017 and December 31, 2016, respectively. Fair value was estimated using quoted market prices for the Company’s senior notes and credit facilities.

~~NOTE 6 — DERIVATIVES AND HEDGING ACTIVITIES~~

The Operating Partnership uses derivative instruments to mitigate the effects of interest rate volatility inherent in its variable rate debt, which could unfavorably impact its future earnings and forecasted cash flows. The Operating Partnership does not use derivative instruments for speculative or trading purposes.

The Operating Partnership is party to interest rate swaps that are designated as cash flow hedges to mitigate the interest rate risk inherent in its senior secured term loan B facility. In May 2017, the Operating Partnership amended its outstanding interest rate swap agreements. Under the new agreements the Operating Partnership now pays a weighted average fixed rate of 1.844% on a total notional amount of $1.2 billion and the variable rate received will reset monthly to the one-month LIBOR, with no minimum floor. The principal terms at September 30, 2017 are as follows:

Bellagio lease.

Effective Date

Maturity Date

Notional Amount

Weighted Average Fixed Rate

Fair Value Asset (Liability)

(In thousands)

(In thousands)

May 3, 2017

November 30, 2021

$
500,000

1.764
%

$
1,045

May 3, 2017

November 30, 2021

700,000

1.901
%

(2,380
)

$
1,200,000

$
(1,335
)

As of December 31, 2016, the Operating Partnership had interest rate swaps with a notional amount of $500 million outstanding with a weighted average fixed rate of 1.825% and a net unrealized gain of $2 million.

Interest rate swaps valued in net unrealized gain positions are recognized as asset balances within “Other long-term assets, net.” Interest rate swaps valued in net unrealized loss positions are recognized as liability balances within “Other long-term obligations.” (2)For the three and nine months ended September 30, ~~2017,~~2021, interest expense includes the ~~amount recorded in other comprehensive income~~effect of COVID-19 related rent concessions which was recognized as negative variable rent expense.


	September 30, 2022		December 31, 2021
	(In thousands)
Operating leases
Operating lease right-of-use assets, net(1)	$	24,655,971	$	11,492,805
Operating lease liabilities - current, classified within “Other accrued liabilities”	$	50,108	$	31,706
Operating lease liabilities - long-term(2)	25,144,876		11,802,464
Total operating lease liabilities	$	25,194,984	$	11,834,170

Finance leases
Finance lease right-of-use assets, net classified within “Property and equipment, net”	$	168,523	$	151,909
Finance lease liabilities - current, classified within “Other accrued liabilities”	$	69,862	$	87,665
Finance lease liabilities - long-term, classified within “Other long-term obligations”	101,420		75,560
Total finance lease liabilities	$	171,282	$	163,225

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

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

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

(2)As of ~~$1 million and a net loss of $3 million, respectively, net of tax. There was no material ineffective portion of the change in fair value of the derivatives. During the three and nine months ended~~ September 30, ~~2017, the Operating Partnership recorded interest expense of $2 million~~2022 and ~~$7 million, respectively,~~December 31, 2021, operating lease liabilities – long-term included $3.8 billion related to the ~~swap agreements.~~

~~NOTE 7 — COMMITMENTS AND CONTINGENCIES~~

~~October 1 litigation.~~ The Company and/or certain of its subsidiaries have been named as defendants in a number of lawsuits related to the October 1, 2017 shooting in Las Vegas. The matters involve in large degree the same legal and factual issues, in each case being filedBellagio lease.


	Nine Months Ended September 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities	(In thousands)
Operating cash outflows from operating leases	$	1,065,498	$	483,031
Operating cash outflows from finance leases	4,746		3,685
Financing cash outflows from finance leases(1)	69,663		55,815

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

(1)Included within “Other” within “Cash flows from financing activities” on behalf of individuals who are seeking damages for emotional distress, physical injury, medical expenses, economic damages and/or wrongful death based on assertions that the Company and/or certain of its subsidiaries were negligent. Pending lawsuits were first filed in October 2017 and include two individual actions filed in the District Court of Clark County, Nevada and three individual actions and one putative class action filed in the Superior Court of Los Angeles County, California. Additional lawsuits related to this incident may be filed in the future.

The Company is currently unable to reliably predict the developments in, outcome of, and economic costs and other consequences of pending or future litigation related to this matter. The Company will continue to investigate the factual and legal defenses, and evaluate these matters based on subsequent events, new information and future circumstances. The Company intends to defend against these lawsuits and ultimately believes it should prevail, but litigation of this type is inherently unpredictable. Although there are significant procedural, factual and legal issues to be resolved that could significantly affect the Company’s belief as to the possibility of liability, the Company currently believes that it is reasonably possible that it could incur liability in connection with certain of these lawsuits. The foregoing determination was made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its affiliates. Given that these cases are in the early stages and in light of the uncertainties surrounding them, the Company does not currently possess sufficient

information to determine a range of reasonably possible liability. In the event the Company incurs any liability, the Company believes it is unlikely it would incur losses in connection with these claims in excess of its insurance coverage.

~~Borgata property tax reimbursement agreement.~~ On February 15, 2017, Borgata, the Department of Community Affairs of the State of New Jersey and Atlantic City entered into an agreement wherein Borgata was to be reimbursed $72 million as settlement for property tax refunds in satisfaction of New Jersey Tax Court and Superior Court judgments totaling approximately $106 million, plus interest for the 2009-2012 tax years and the settlement of pending tax appeals for the tax years 2013-2015. Those pending tax appeals could potentially have resulted in Borgata being awarded additional refunds due of approximately $65 million. In June 2017, Atlantic City and the State of New Jersey issued bonds and used the proceeds to pay the $72 million settlement in full. The Company recorded the amounts received pursuant to the reimbursement agreement as an offset to general and administrative expenses in the consolidated statements of ~~operations.~~ ~~As required by the purchase and sale agreement to acquire Borgata in August 2016, the Company paid Boyd Gaming half~~cash flows.

Maturities of ~~the settlement amount received by the Company, net of fees and expenses. Amounts paid to Boyd Gaming~~lease liabilities were ~~recorded in general and administrative expenses in the consolidated statements of operations.~~

~~NV Energy.~~ In July 2016, the Company filed its notice to exit the fully bundled sales system of NV Energy and now purchases energy, capacity, and/or ancillary services from a provider other than NV Energy. The Company paid an upfront impact payment of $83 million, including $14 million related to CityCenter, in September 2016. Under the terms of the exit agreement, the Company and CityCenter were required to make ongoing payments to NV Energy for non-bypassable rate charges, which primarily relate to each entity’s share of NV Energy’s portfolio of renewable energy contracts which extended through 2040 and each entity’s share of the costs of decommissioning and remediation of coal-fired power plants in Nevada. The Company’s initial estimate of its obligation related to non-bypassable charges was $71 million. The expense recognized related to the upfront payment and the initial accrual for the liability associated with the non-bypassable charges was recognized within “NV Energy exit expense” in the Company’s consolidated statements of operations in the three and nine months ended September 30, 2016. Subsequent accretion of the liability and changes in estimates are recognized within general and administrative expenses in the consolidated statement of operations. In the second quarter of 2017, the terms of the ongoing impact fee obligations were modified. Such modifications included a credit to be applied against future non-bypassable rate charges and substantially shortened the period over which the Company and CityCenter are responsible for such charges, with an end date in 2022. As such, the Company recognized a reduction in its liability for future charges of $41 million with a corresponding credit to “NV Energy exit expense”. Additionally, CityCenter recorded an $8 million reduction in liability and credit to expense. As of September 30, 2017 and December 31, 2016, the Company has recorded an estimate of its liability on a discounted basis of $9 million and $8 million, respectively, in “Other accrued liabilities” and $25 million and $63 million, respectively, in “Other long-term obligations.”

~~T-Mobile Arena senior credit facility.~~ ~~The Company is party to a repayment guarantee for the term loan B facility under the Las Vegas Arena Company’s senior credit facility. As of September 30, 2017, the term loan B was $50 million.~~

~~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 $250 million, MGP’s senior credit facility limits the amount to $75 million, MGM China’s credit facility limits the amount to $100 million, and MGM National Harbor’s credit facility limits the amount to $30 million. At September 30, 2017, $15 million in letters of credit were outstanding under the Company’s senior credit facility and $39 million in letters of credit were outstanding under MGM China’s credit facility. No letters of credit were outstanding under the MGP senior credit facility and the MGM National Harbor credit facility at September 30, 2017. The amounts of available borrowings under each of the credit facilities are reduced by any outstanding letters of credit.

~~Other litigation.~~as follows:


	Operating Leases		Finance Leases
Year ending December 31,	(In thousands)
2022 (excluding the nine months ended September 30, 2022)	$	440,304	$	19,062
2023	1,795,191		72,205
2024	1,825,515		8,752
2025	1,855,909		8,250
2026	1,883,083		7,016
Thereafter	52,805,135		142,179
Total future minimum lease payments	60,605,137		257,464
Less: Amount of lease payments representing interest	(35,410,153)		(86,182)
Present value of future minimum lease payments	25,194,984		171,282
Less: Current portion	(50,108)		(69,862)
Long-term portion of lease liabilities	$	25,144,876	$	101,420

NOTE 10 — 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.~~

flows.

Other guarantees.The Company and its subsidiaries are party to various guarantee contracts in the normal course of business, which are generally supported by letters of credit issued by financial institutions. The Company’s senior credit facility limits the amount of letters of credit that can be issued to $1.35 billion. At September 30, 2022, $33 million in letters of credit were outstanding under the Company’s senior credit facility. The amount of available borrowings under the credit facility is reduced by any outstanding letters of credit.

MGM China bank guarantee. In May 2019, in connection with the extension of the term of its gaming subconcession to June 2022, MGM Grand Paradise provided a bank guarantee to the government of Macau in the amount of MOP 820 million (approximately $101 million as of September 30, 2022) to warrant the fulfillment of an existing commitment of labor liabilities upon expiration of the gaming subconcession. In September 2022, in connection with the June 2022 extension of the term of its gaming subconcession to December 31, 2022, MGM Grand Paradise increased its bank guarantee to the government of Macau to the amount of MOP 880 million (approximately $109 million as of September 30, 2022).

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

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

NOTE 811 — ~~INCOME~~EARNINGS PER SHARE ~~OF COMMON STOCK~~

The table below reconciles basic and diluted ~~income~~earnings per share of common stock. Diluted net income attributable to common stockholders includes adjustments for redeemable noncontrolling interests and the potentially dilutive effect on the Company’s equity interests in MGP and MGM China due to shares outstanding under their respective stock compensation plans. Diluted weighted-average common and common equivalent shares include adjustments for potential dilution of share-based awards outstanding under the Company’s stock compensation plan.

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Numerator:

Net income attributable to MGM Resorts International
$
149,115

$
535,619

$
566,573

$
1,076,771

Adjustment related to redeemable noncontrolling interests

(28
)

—

(83
)

—

Net income available to common stockholders - basic

149,087

535,619

566,490

1,076,771

Potentially dilutive effect due to MGP Omnibus Plan

(20
)

(15
)

(79
)

(18
)
Potentially dilutive effect due to MGM China Share Option Plan

(22
)

—

(96
)

—

Net income attributable to common stockholders - diluted
$
149,045

$
535,604

$
566,315

$
1,076,753

Denominator:

Weighted-average common shares outstanding - basic

573,527

568,125

574,262

566,220

Potential dilution from share-based awards

7,149

5,687

6,679

5,130

Weighted-average common and common equivalent shares - diluted

580,676

573,812

580,941

571,350

Antidilutive share-based awards excluded from the calculation of diluted
earnings per share

1,989

3,362

2,424

4,314


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

NOTE 912 — STOCKHOLDERS’ EQUITY

MGM Resorts International dividends. On November ~~7, 2017,~~2, 2022 the Company’s Board of Directors approved a quarterly dividend of ~~$0.11~~$0.0025 per share ~~totaling $62 million, which is expected to~~that will be ~~paid~~payable on December 15, ~~2017~~2022 to holders of record on December ~~11, 2017. In September, June and March 2017, the Company paid quarterly dividends of $0.11 per share, each totaling $63 million.~~

~~MGM China dividends.~~ MGM China paid an interim dividend of $56 million in September 2017. The Company received its 56% share of the dividend, or $32 million, of which $3 million was paid to Grand Paradise Macau under the deferred cash payment arrangement. MGM China paid a final dividend for 2016 of $78 million in June 2017. The Company received its 56% share of the dividend, or $44 million, of which $4 million was paid to Grand Paradise Macau under the deferred cash payment arrangement.

MGM China paid a $58 million interim dividend in August 2016, of which $29 million was distributed to noncontrolling interests, and a $46 million final dividend in May 2016, of which $23 million was distributed to noncontrolling interests.

~~MGP dividends.~~ On September 15, 2017, MGP’s Board of Directors declared a quarterly dividend of $0.3950 per Class A share totaling $28 million, which was paid on October 13, 2017 to holders of record on September 29, 2017. The Company concurrently received a $73 million distribution attributable to its ownership of Operating Partnership units. In July 2017, MGP paid a quarterly dividend of $0.3950 per Class A share totaling $23 million, and the Company concurrently received a $73 million distribution attributable to its ownership of Operating Partnership units. In April 2017 and January 2017, MGP paid quarterly dividends of $0.3875 per Class A share, each totaling $22 million, and the Company concurrently received distributions attributable to its ownership of Operating Partnership units each totaling $72 million.

In October 2016, MGP paid a quarterly dividend of $0.3875 per Class A share totaling $22 million, and the Company concurrently received a $72 million distribution attributable to its ownership of Operating Partnership units. In July 2016, MGP paid a pro-rated quarterly dividend of $0.2632 per Class A share totaling $15 million, and the Company concurrently received a $42 million distribution attributable its ownership of Operating Partnership units.

9, 2022.

~~Supplemental equity information.~~ ~~The following table presents the Company’s changes in stockholders’ equity for the nine months ended September 30, 2017:~~

MGM Resorts

International

Total

Stockholders'

Noncontrolling

Stockholders'

Equity

Interests

Equity

(In thousands)

Balances, January 1, 2017
$
6,220,180

$
3,749,132

$
9,969,312

Net income

566,573

98,901

665,474

Currency translation adjustment

(23,005
)

(18,308
)

(41,313
)
Other comprehensive loss - cash flow hedges

(1,997
)

(644
)

(2,641
)
Stock-based compensation

42,714

3,612

46,326

Issuance of common stock pursuant to stock-based compensation awards

(20,352
)

—

(20,352
)
Issuance of performance share units

9,648

95

9,743

Distributions to noncontrolling interest owners

—

(116,953
)

(116,953
)
Dividend paid to common shareholders

(189,727
)

—

(189,727
)
Dividend payable to noncontrolling interest owners

—

(28,004
)

(28,004
)
Repurchases of common stock

(327,500
)

—

(327,500
)
MGP Class A share issuance

35,138

326,484

361,622

Other

(3,129
)

1,882

(1,247
)
Balances, September 30, 2017
$
6,308,543

$
4,016,197

$
10,324,740

~~Net income attributable to noncontrolling interests in the above table excludes $6 million related to redeemable noncontrolling interests in the nine months ended September 30, 2017.~~

MGM Resorts International stock repurchase ~~program.~~ ~~In September 2017, the~~plan. The Company’s Board of Directors authorized a ~~$1.0~~$2.0 billion stock repurchase ~~program (the “Stock Repurchase Program”).~~plan in March 2022 and a $3.0 billion stock repurchase plan in February 2020. Under the ~~Stock Repurchase Program,~~stock repurchase plans, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.

During the three months ended September ~~2017,~~30, 2021, the Company repurchased approximately 17 million shares of its common stock at an average price of $39.89 per share for an aggregate amount of $687 million. During the nine months ended September 30, 2021, the Company repurchased approximately 26 million shares of its common stock at an average price of $39.56 per share for an aggregate amount of $1.0 billion. Repurchased shares were retired.

During the three months ended September 30, 2022, the Company repurchased approximately 10 million shares of its common stock at ~~$32.75~~an average price of $30.69 per share for ~~a total~~an aggregate amount of ~~$328~~$307 million. During the nine months ended September 30, 2022, the Company repurchased approximately 66 million shares of its common stock at an average price of $36.87 per share for an aggregate amount of $2.4 billion, which included the February 2022 repurchase of 4.5 million shares at a price of $45.00 per share for an aggregate amount of $202.5 million from funds managed by Corvex Management LP, a related party. In connection with these repurchases, the February 2020 $3.0 billion stock repurchase plan was completed. Repurchased shares were retired. The remaining availability under the ~~Stock Repurchase Program~~March 2022 $2.0 billion stock repurchase plan was ~~approximately $672~~$827 million as of September 30, ~~2017.~~

~~MGP Class A Share issuance.~~ In2022.

Subsequent to the quarter ended September ~~2017, MGP completed a public offering of 13,225,000~~30, 2022, the Company repurchased 6 million shares of its ~~Class A shares, including 1,725,000 shares sold pursuant to the underwriters’ over-allotment option,~~common stock at ~~a public offering~~an average price of ~~$30.60~~$31.76 per share for ~~net proceeds~~an aggregate amount of ~~$388~~$183 million. In October 2017, MGP used the net proceeds of this offering, together with the net proceeds of the issuance of its 4.50% senior notes due 2028 and cash on hand, to pay a subsidiary of the Company a portion of the purchase price for the long-term leasehold interest and real property associated with MGM National Harbor, and to refinance the $425 million of term loans assumed in connection with the transaction. See Note 5 for additional information related to the issuance of MGP’s senior notes. See Note 11 for additional information regarding the MGM National Harbor transaction.

The Company has adjusted the carrying value of the noncontrolling interests as a result of MGP’s Class A share issuance to adjust for the change in noncontrolling interests ownership percentage of the Operating Partnership's net assets, with an offsetting adjustment to additional paid in capital.

Repurchased shares were retired.

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

Currency

Translation

Cash Flow

Adjustments

Hedges

Other

Total

(In thousands)

Balance, January 1, 2017
$
12,545

$
1,434

$
1,074

$
15,053

Other comprehensive loss before reclassifications

(41,313
)

(10,009
)

—

(51,322
)
Amounts reclassified from accumulated other comprehensive income

—

7,368

—

7,368

MGP Class A Share issuance adjustment

—

—

109

109

Other comprehensive income (loss), net of tax

(41,313
)

(2,641
)

109

(43,845
)
Less: Other comprehensive loss attributable to noncontrolling interest

18,308

644

—

18,952

Balance, September 30, 2017
$
(10,460
)

$
(563
)

$
1,183

$
(9,840
)


	Currency Translation Adjustments		Cash Flow Hedges		Other		Total
	(In thousands)
Balances, July 1, 2022	$	(17,800)	$	—	$	858	$	(16,942)
Other comprehensive loss, net of tax	(17,563)		—		—		(17,563)
Other comprehensive loss attributable to noncontrolling interest	675		—		—		675
Balances, September 30, 2022	$	(34,688)	$	—	$	858	$	(33,830)

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

NOTE 1013 — 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’s principal operating activities occur in two geographic regions: the United States and Macau S.A.R. The~~ Company has aggregated its ~~operations~~operating segments into ~~two~~the following reportable ~~segments based on the similar characteristics~~segments: Las Vegas Strip Resorts, Regional Operations and MGM China.

Las Vegas Strip Resorts. Las Vegas Strip Resorts consists of the ~~operating segments: domestic resorts~~following casino resorts: Aria (including Vdara) (upon acquisition in September 2021), Bellagio, The Cosmopolitan (upon acquisition in May 2022), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including Delano and Four Seasons), The Mirage, Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).

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 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.

~~The Company’s management utilizes~~

Adjusted Property ~~EBITDA~~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 EBITDA is a measure defined as Adjusted EBITDA before corporate expense and stock compensation expense related to the Company’s omnibus incentive plan and MGP’s omnibus incentive plan, which are not allocated to the reportable segments or each operating segment, as applicable. MGM China recognizes stock compensation expense related to the MGM China stock compensation plan, which is included in the calculation of Adjusted EBITDA for MGM China. Adjusted EBITDAEBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, ~~NV Energy exit expense, gain on Borgata transaction,~~ preopening and start-up expenses, ~~goodwill impairment charges and~~ property transactions, ~~net.~~

net, gain on REIT transactions, net, rent expense related to triple-net operating leases and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and also excludes gain on consolidation of CityCenter, net, gain related to CityCenter’s sale of Harmon land recorded within income from unconsolidated affiliates, corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminated in consolidation.

The following tables present the Company’s segment information:


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

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Net revenue

Domestic resorts
$
2,235,165

$
1,898,654

$
6,392,493

$
5,212,368

MGM China

470,775

499,822

1,421,892

1,420,802

Reportable segment net revenues

2,705,940

2,398,476

7,814,385

6,633,170

Corporate and other

120,800

116,639

362,271

361,133

$
2,826,740

$
2,515,115

$
8,176,656

$
6,994,303

Adjusted Property EBITDA

Domestic resorts
$
713,589

$
570,178

$
2,019,026

$
1,570,192

MGM China

118,237

149,868

377,539

383,187

Reportable segment Adjusted Property EBITDA

831,826

720,046

2,396,565

1,953,379

Other operating income (expense)

Corporate and other

(51,305
)

(57,605
)

(112,825
)

253,578

NV Energy exit expense

—

(139,335
)

40,629

(139,335
)
Preopening and start-up expenses

(29,349
)

(31,660
)

(65,508
)

(78,444
)
Property transactions, net

(7,711
)

1,268

(22,650
)

(4,717
)
Gain on Borgata transaction

—

429,778

—

429,778

Depreciation and amortization

(249,600
)

(209,737
)

(744,123
)

(616,475
)
Operating income

493,861

712,755

1,492,088

1,797,764

Non-operating income (expense)

Interest expense, net of amounts capitalized

(163,287
)

(168,048
)

(511,404
)

(533,069
)
Non-operating items from unconsolidated affiliates

(8,825
)

(11,132
)

(26,302
)

(45,229
)
Other, net

(30,138
)

(17,310
)

(31,706
)

(67,715
)

(202,250
)

(196,490
)

(569,412
)

(646,013
)
Income before income taxes

291,611

516,265

922,676

1,151,751

Benefit (provision) for income taxes

(115,115
)

44,995

(251,551
)

15,205

Net income

176,496

561,260

671,125

1,166,956

Less: Net income attributable to noncontrolling interests

(27,381
)

(25,641
)

(104,552
)

(90,185
)
Net income attributable to MGM Resorts International
$
149,115

$
535,619

$
566,573

$
1,076,771

NOTE 1114 — RELATED PARTY TRANSACTIONS

~~MGM China.~~ ~~MGM Branding and Development Holdings, Ltd. (together with its subsidiary MGM Development Services, Ltd., “MGM Branding and Development”), an entity included in~~

MGP

Prior to the Company’s consolidated financial statements, is party to a brand license agreement with MGM China. MGM China pays a license fee to MGM Branding and Development equal to 1.75% of MGM Macau’s consolidated net revenue, subject to an annual cap of $75 million in 2017 with a 20% increase per annum during the termclosing of the ~~agreement. During~~VICI Transaction, the ~~three~~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 ~~nine months ended September 30, 2017,~~ MGM China incurred total license fees of $8 million and $25 million, respectively. During the three and nine months ended September 30, 2016, MGM China incurred total license fees of $9 million and $25 million, respectively. Such amounts have been eliminated in consolidation.

MGM China is party to a development services agreement with MGM Branding and Development whereby the latter will provide certain development services to MGM China in connection with future expansion of existing projects and development of future resort gaming projects. Such services are subject to a development fee which is calculated separately for each casino resort property upon commencement of development. For each such property, the fee is 2.625% of project costs, to be paid in installments as certain benchmarks are achieved. Project costs are the total costs incurred for the design, development and construction of the casino, casino hotel, integrated resort and other related sites associated with each project, including all construction costs, fixtures and fittings, signage, gaming and other supplies and equipment and all costs associated with the opening of the business to be conducted at each project but excluding the cost of land, gaming concessions, financing charges and license fees. The development fee for each project is subject to an annual cap of $32 million for each of the years 2017, 2018, and 2019, and the aggregate total development fee cap over the duration of the MGM Cotai project is $70 million. Cumulative payments for the MGM Cotai project have totaled $56 million. During the three and nine months ended September 30, 2017, MGM China paid $0 and $13 million of fees, respectively, to MGM

Branding and Development related to development services for MGM Cotai. During the three and nine months ended September 30, 2016, MGM China paid $0 and $12 million of fees, respectively, to MGM Branding and Development related to development services for MGM Cotai. Such amounts have been eliminated in consolidation.

~~MGP.~~ ~~Pursuant~~Springfield pursuant to a master lease agreement by and between the Tenant, which is a subsidiary of the Company and the Landlord, which is a subsidiary of the Operating Partnership, the Tenant has leased MGP’s real estate assets from the Landlord. with MGP.

The master lease has an initial lease term of ten years with the potential to extend the term for four additional five-year terms thereafter at the option of the Tenant. The master lease provides that any extension of its term must apply to all of the real estateannual cash rent payments under the master lease at the time of the extension. The master lease has a triple-net structure, which requires the Tenant to pay substantially all costs associated with the lease, including real estate taxes, insurance, utilities and routine maintenance, in addition to the base rent. Additionally, the master lease provides the Landlord with a right of first offer with respect to the Company’s development property located in Springfield, Massachusetts, which the Landlord may exercise should the Company elect to sell this property in the future.

~~In October 2017,~~ MGP acquired the long-term leasehold interest and real property associated with MGM National Harbor from a subsidiary of the Company in exchange for cash of $463 million, the assumption of $425 million of indebtedness and the issuance of 9.8 million Operating Partnership units to a subsidiary of the Company. In connection with this transaction, the Tenant and Landlord entered into an amendment to the master lease to include the MGM National Harbor property.

~~The annual rent payments due under the~~ master lease for the ~~first~~seventh lease year, ~~ending March 31, 2017 were $550~~which commenced on April 1, 2022, increased to $877 million ~~prior to MGP’s acquisition of Borgata’s real property on August 1, 2016. Subsequent~~from $873 million, due to the ~~acquisition,~~sixth 2% annual base rent payments under the master lease increased to $650 million, prorated for the remainder of the first lease year after the Borgata transaction. Rent under the master lease consists of a “base rent” component and a “percentage rent” component. For the second lease year commencingescalator that went into effect on April 1, ~~2017, annual rent payments due under~~2022, as the ~~master lease were $662 million, which included base rent of approximately $597 million~~tenant and ~~percentage rent of approximately $65 million.~~ In October 2017, subsequent to MGP’s acquisition of MGM National Harbor’s real property, annual rent payments under the master lease increased to $757 million, prorated for the remainder of the second lease year. Base rent under the master lease increased to $682 million and the percentage rent increased to $75 million. The base rent includes a fixed annual rent escalator of 2.0% for the second through the sixth lease years (as defined in the master lease). Thereafter, the annual escalator of 2.0% will be subject to the Tenant and, without duplication, the operating subsidiary ~~sublessees of~~sublessee, collectively, met the ~~Tenant, collectively meeting an~~ adjusted net revenue to rent ratio ~~of 6.25:1.00~~on which such escalator was contingent, which increased annual cash rent by $16 million, partially offset by the percentage rent reset that went into effect on April 1, 2022, calculated based on ~~their net revenue from~~ the leased properties subject to the master lease (as determined in accordance with U.S. GAAP, adjusted to exclude net revenue attributable to certain scheduled subleases and, at the Company’s option, reimbursed cost revenue). The percentage ~~rent will initially be a fixed amount for approximately the first six years and will then be adjusted every five years based on the~~of average actual annual net ~~revenues~~revenue of ~~the Tenant and, without duplication, the operating subsidiary sublessees of the Tenant, from~~ the leased properties ~~subject to~~during the ~~master lease at such time for the trailing~~preceding five ~~calendar-year~~year period, ~~(calculated~~which decreased annual cash rent by multiplying the average annual net revenues, excluding net revenue attributable to certain scheduled subleases and, at the Landlord’s option, reimbursed cost revenue, for the trailing five calendar-year period by 1.4%). During the three and nine months ended September 30, 2017, the Company made rent payments to MGP in the amount of $165 million and $493 million, respectively.

Pursuant to the master lease, upon an event of default the Landlord may, at its option (i) terminate the master lease, repossess any leased property, relet any leased property to a third party and require that the Tenant pay damages; (ii) require that the Tenant pay to the Landlord rent and other sums payable with interest calculated at the overdue rate provided for in the master lease or terminate the Tenant’s right to possession of the leased property and seek damages; and/or (iii) seek any and all other rights and remedies available under law or in equity. An event of default will be deemed to occur upon certain events, including: (1) the failure by the Tenant to pay rent or other additional charges when due; (2) failure by the Tenant to comply with the covenants set forth in the master lease; (3) certain events of bankruptcy or insolvency with respect to a Tenant or the guarantor; (4) the occurrence of a default under the guaranty of the master lease; (5) the loss or suspension of a material license that causes cessation of gaming activity that would reasonably be expected to have a material adverse effect on the Tenant, the facilities or the leased properties taken as a whole; and (6) the failure of the Company, on a consolidated basis with Tenant, to maintain an EBITDAR to rent ratio (as described in the master lease) of at least 1.10:1.00 for two consecutive test periods. The Company was in compliance with all applicable covenants as of September 30, 2017.

$12 million.

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

~~NOTE 12 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION~~

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 3 for additional information on the VICI Transaction. As ~~of September 30, 2017, all~~part of the Company’s principal debt arrangements are guaranteed by each of its material domestic subsidiaries, other than MGP and the Operating Partnership, MGM Grand Detroit, MGM National Harbor, Blue Tarp redevelopment (the company that will own and operate the Company’s proposed casino in Springfield, Massachusetts), and each of their respective

subsidiaries. The Company’s international subsidiaries, including MGM China and its subsidiaries, are not guarantors of such indebtedness. Separate condensed consolidating financial information for the subsidiary guarantors and non-guarantors as of September 30, 2017 and December 31, 2016, and for the three and nine months ended September 30, 2017 and 2016 are presented below. Within the Condensed Consolidating Statements of Cash Flows for the nine months ended September 30, 2017 and 2016,transactions, the Company entered into an amended and restated master lease with VICI. Refer to Note 9 for further discussion on the master lease with VICI.

Bellagio BREIT Venture

The Company has ~~presented net changes~~a 5% ownership interest in intercompany accounts as investing activities if the applicable entities have a net asset in intercompany accounts and as a financing activity if the applicable entities have a net intercompany liability balance.

Certain of the Company’s subsidiaries collectively own 72.3% of the Operating Partnership units as of September 30, 2017, and each subsidiary accounts for its respective investment under the equity method within the condensed consolidating financial information presented below. For these subsidiaries, such investment constitutes continuing involvement, and accordingly, the contribution and leaseback ofBellagio BREIT Venture, which owns the real estate assets ~~do not qualify for sale-leaseback accounting. The real estate~~of Bellagio and leases such assets ~~that were contributed~~ to ~~and owned by the Operating Partnership, along with the related transactions, are reflected in the balance sheets~~a subsidiary of the ~~MGM subsidiaries that contributed such assets. In addition, such subsidiaries recognized finance liabilities within “Other long-term obligations”~~Company pursuant to a lease agreement. Refer to Note 9 for further information related to ~~rent payments due under~~ the ~~master lease~~Bellagio lease.

Item 2. Management’s Discussion and ~~recognized the related interest expense component~~Analysis of ~~such payments. These real estate assets are also reflected on the balance sheet~~Financial Condition and Results of the MGP subsidiary that received such assets in connection with the contribution. The condensed consolidating financial information presented below therefore includes the accounting for such activity within the respective columns presented and in the elimination column.

~~CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION~~

At September 30, 2017

Guarantor

Non-Guarantor Subsidiaries

Parent

Subsidiaries

MGP

Other

Elimination

Consolidated

(In thousands)

Current assets
$
24,162

$
979,356

$
1,147,668

$
649,953

$
(6,603
)

$
2,794,536

Property and equipment, net

—

13,460,284

8,911,648

5,686,436

(8,923,620
)

19,134,748

Investments in subsidiaries

21,375,643

3,407,745

—

—

(24,783,388
)

—

Investments in MGP Operating Partnership

—

3,520,856

—

629,474

(4,150,330
)

—

Investments in and advances to unconsolidated affiliates

—

977,305

—

5,279

25,000

1,007,584

Intercompany accounts

—

5,953,567

—

—

(5,953,567
)

—

Other non-current assets

49,842

915,289

51,108

5,191,685

(42,902
)

6,165,022

$
21,449,647

$
29,214,402

$
10,110,424

$
12,162,827

$
(43,835,410
)

$
29,101,890

Current liabilities
$
133,113

$
1,307,341

$
140,595

$
1,333,446

$
(178,735
)

$
2,735,760

Intercompany accounts

5,816,845

—

524

136,198

(5,953,567
)

—

Deferred income taxes, net

2,309,461

—

25,368

359,403

(25,368
)

2,668,864

Long-term debt, net

6,847,905

2,835

3,940,803

2,235,384

—

13,026,927

Other long-term obligations

33,780

7,283,433

162,787

1,047,228

(8,240,966
)

286,262

Total liabilities

15,141,104

8,593,609

4,270,077

5,111,659

(14,398,636
)

18,717,813

Redeemable noncontrolling interest

—

—

—

59,337

—

59,337

MGM Resorts International stockholders' equity

6,308,543

20,620,793

4,217,534

4,598,447

(29,436,774
)

6,308,543

Noncontrolling interests

—

—

1,622,813

2,393,384

—

4,016,197

Total stockholders' equity

6,308,543

20,620,793

5,840,347

6,991,831

(29,436,774
)

10,324,740

$
21,449,647

$
29,214,402

$
10,110,424

$
12,162,827

$
(43,835,410
)

$
29,101,890

Operations

At December 31, 2016

Guarantor

Non-Guarantor Subsidiaries

Parent

Subsidiaries

MGP

Other

Elimination

Consolidated

(In thousands)

Current assets
$
103,934

$
981,705

$
368,622

$
783,920

$
(8,594
)

$
2,229,587

Property and equipment, net
—

13,599,127

9,079,678

4,837,868

(9,091,650
)

18,425,023

Investments in subsidiaries

18,907,988

3,338,752

—

—

(22,246,740
)

—

Investments in the MGP Operating Partnership
—

3,553,840

—

636,268

(4,190,108
)

—

Investments in and advances to unconsolidated affiliates
—

1,189,590

—

5,853

25,000

1,220,443

Intercompany accounts
—

4,796,713

—

—

(4,796,713
)

—

Other non-current assets

50,741

934,836

58,440

5,302,132

(47,901
)

6,298,248

$
19,062,663

$
28,394,563

$
9,506,740

$
11,566,041

$
(40,356,706
)

$
28,173,301

Current liabilities
$
184,281

$
1,301,423

$
139,099

$
837,844

$
(169,226
)

$
2,293,421

Intercompany accounts

3,406,699

—

166

1,389,848

(4,796,713
)

—

Deferred income taxes, net

2,202,809

—

25,368

348,419

(25,368
)

2,551,228

Long-term debt, net

7,019,745

2,835

3,613,567

2,343,073

—

12,979,220

Other long-term obligations

28,949

7,360,887

120,279

1,051,754

(8,235,888
)

325,981

Total liabilities

12,842,483

8,665,145

3,898,479

5,970,938

(13,227,195
)

18,149,850

Redeemable noncontrolling interest

—

—

—

54,139

—

54,139

MGM Resorts International stockholders' equity

6,220,180

19,729,418

4,274,444

3,125,649

(27,129,511
)

6,220,180

Noncontrolling interests
—

—

1,333,817

2,415,315

—

3,749,132

Total stockholders' equity

6,220,180

19,729,418

5,608,261

5,540,964

(27,129,511
)

9,969,312

$
19,062,663

$
28,394,563

$
9,506,740

$
11,566,041

$
(40,356,706
)

$
28,173,301

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) INFORMATION~~

Three Months Ended September 30, 2017

Guarantor

Non-Guarantor Subsidiaries

Parent

Subsidiaries

MGP

Other

Elimination

Consolidated

(In thousands)

Net revenues
$
—

$
2,036,252

$
182,798

$
791,461

$
(183,771
)

$
2,826,740

Equity in subsidiaries' earnings

419,054

33,441

—

—

(452,495
)

—

Expenses

Casino and hotel operations

2,656

1,092,973

—

498,625

(974
)

1,593,280

General and administrative

2,210

310,418

18,983

89,506

(18,983
)

402,134

Corporate expense

31,352

53,286

4,113

(74
)

(171
)

88,506

Preopening and start-up expenses

—

1,856

—

27,493

—

29,349

Property transactions, net

—

6,855

1,662

(2,058
)

1,252

7,711

Depreciation and amortization

—

163,880

68,662

85,720

(68,662
)

249,600

36,218

1,629,268

93,420

699,212

(87,538
)

2,370,580

Income (loss) from unconsolidated affiliates

—

38,551

—

(850
)

—

37,701

Operating income

382,836

478,976

89,378

91,399

(548,728
)

493,861

Interest expense, net of amounts capitalized

(112,061
)

(178
)

(45,544
)

(5,504
)

—

(163,287
)
Other, net

(16,170
)

(59,478
)

1,354

(19,931
)

55,262

(38,963
)
Income before income taxes

254,605

419,320

45,188

65,964

(493,466
)

291,611

Provision for income taxes

(105,490
)

—

(1,488
)

(8,137
)

—

(115,115
)
Net income

149,115

419,320

43,700

57,827

(493,466
)

176,496

Less: Net income attributable to noncontrolling interests

—

—

(11,025
)

(16,356
)

—

(27,381
)
Net income attributable to MGM Resorts International
$
149,115

$
419,320

$
32,675

$
41,471

$
(493,466
)

$
149,115

Net income
$
149,115

$
419,320

$
43,700

$
57,827

$
(493,466
)

$
176,496

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment

(1,635
)

(1,635
)

—

(3,004
)

3,270

(3,004
)
Unrealized gain on cash flow hedges

833

—

1,754

—

(1,271
)

1,316

Other comprehensive income (loss)

(802
)

(1,635
)

1,754

(3,004
)

1,999

(1,688
)
Comprehensive income

148,313

417,685

45,454

54,823

(491,467
)

174,808

Less: Comprehensive income attributable to noncontrolling interests

—

—

(11,506
)

(14,989
)

—

(26,495
)
Comprehensive income attributable to MGM Resorts International
$
148,313

$
417,685

$
33,948

$
39,834

$
(491,467
)

$
148,313

Nine Months Ended September 30, 2017

Guarantor

Non-Guarantor Subsidiaries

Parent

Subsidiaries

MGP

Other

Elimination

Consolidated

(In thousands)

Net revenues
$
—

$
5,798,594

$
551,153

$
2,380,885

$
(553,976
)

$
8,176,656

Equity in subsidiaries' earnings

1,247,922

122,873

—

—

(1,370,795
)

—

Expenses

Casino and hotel operations

7,781

3,135,918

—

1,483,508

(2,823
)

4,624,384

General and administrative

6,323

874,558

60,112

264,551

(60,112
)

1,145,432

Corporate expense

86,233

145,885

9,797

(314
)

(514
)

241,087

NV Energy exit expense

—

(40,629
)

—

—

—

(40,629
)
Preopening and start-up expenses

—

4,631

—

60,877

—

65,508

Property transactions, net

—

21,462

19,104

1,188

(19,104
)

22,650

Depreciation and amortization

—

486,981

190,573

257,142

(190,573
)

744,123

100,337

4,628,806

279,586

2,066,952

(273,126
)

6,802,555

Income (loss) from unconsolidated affiliates

—

118,931

—

(944
)

—

117,987

Operating income

1,147,585

1,411,592

271,567

312,989

(1,651,645
)

1,492,088

Interest expense, net of amounts capitalized

(358,359
)

(812
)

(134,998
)

(17,235
)

—

(511,404
)
Other, net

11,306

(287,665
)

1,601

(77,386
)

294,136

(58,008
)
Income before income taxes

800,532

1,123,115

138,170

218,368

(1,357,509
)

922,676

Provision for income taxes

(233,959
)

—

(3,903
)

(13,689
)

—

(251,551
)
Net income

566,573

1,123,115

134,267

204,679

(1,357,509
)

671,125

Less: Net income attributable to noncontrolling interests

—

—

(33,053
)

(71,499
)

—

(104,552
)
Net income attributable to MGM Resorts International
$
566,573

$
1,123,115

$
101,214

$
133,180

$
(1,357,509
)

$
566,573

Net income
$
566,573

$
1,123,115

$
134,267

$
204,679

$
(1,357,509
)

$
671,125

Other comprehensive loss, net of tax:

Foreign currency translation adjustment

(23,005
)

(23,005
)

—

(41,313
)

46,010

(41,313
)
Unrealized loss on cash flow hedges

(1,997
)

—

(2,992
)

—

2,348

(2,641
)
Other comprehensive loss

(25,002
)

(23,005
)

(2,992
)

(41,313
)

48,358

(43,954
)
Comprehensive income

541,571

1,100,110

131,275

163,366

(1,309,151
)

627,171

Less: Comprehensive income attributable to noncontrolling interests

—

—

(32,409
)

(53,191
)

—

(85,600
)
Comprehensive income attributable to MGM Resorts International
$
541,571

$
1,100,110

$
98,866

$
110,175

$
(1,309,151
)

$
541,571

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION~~

Nine Months Ended September 30, 2017

Guarantor

Non-Guarantor Subsidiaries

Parent

Subsidiaries

MGP

Other

Elimination

Consolidated

(In thousands)

Cash flows from operating activities

Net cash provided by (used in) operating activities
$
(492,009
)

$
1,063,410

$
363,855

$
576,653

$
—

$
1,511,909

Cash flows from investing activities

Capital expenditures, net of construction payable

—

(308,738
)

—

(1,090,540
)

—

(1,399,278
)
Dispositions of property and equipment

—

174

—

197

—

371

Investments in unconsolidated affiliates

—

(5,921
)

—

—

—

(5,921
)
Distributions from unconsolidated affiliates in excess of
cumulative earnings

—

300,000

—

—

—

300,000

Intercompany accounts

—

(1,156,854
)

—

—

1,156,854

—

Other

—

(9,982
)

—

(11,804
)

—

(21,786
)
Net cash used in investing activities

—

(1,181,321
)

—

(1,102,147
)

1,156,854

(1,126,614
)
Cash flows from financing activities

Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less

290,625

—

(33,500
)

361,609

—

618,734

Issuance of long term debt

—

—

350,000

—

—

350,000

Retirement of senior notes

(502,669
)

—

—

—

—

(502,669
)
Debt issuance costs

—

—

(5,381
)

(4,379
)

—

(9,760
)
Issuance of MGM Growth Properties common shares in public offering

—

—

404,685

—

—

404,685

MGM Growth Properties common share issuance costs

—

—

(17,137
)

—

—

(17,137
)
Dividends paid to common shareholders

(189,726
)

—

—

—

—

(189,726
)
MGP Operating Partnership distributions paid to consolidated subsidiaries

—

—

(216,873
)

—

216,873

—

Distributions to noncontrolling interest owners

—

—

(67,340
)

(72,330
)

—

(139,670
)
Purchases of common stock

(327,500
)

—

—

—

—

(327,500
)
Intercompany accounts

1,165,419

102,198

—

106,110

(1,373,727
)

—

Other

(20,354
)

—

—

(8,583
)

—

(28,937
)
Net cash provided by financing activities

415,795

102,198

414,454

382,427

(1,156,854
)

158,020

Effect of exchange rate on cash

—

—

—

(3,208
)

—

(3,208
)
Cash and cash equivalents

Net increase (decrease) for the period

(76,214
)

(15,713
)

778,309

(146,275
)

—

540,107

Balance, beginning of period

99,995

307,713

360,492

678,381

—

1,446,581

Balance, end of period
$
23,781

$
292,000

$
1,138,801

$
532,106

$
—

$
1,986,688

~~CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) INFORMATION~~

Three Months Ended September 30, 2016

Guarantor

Non-Guarantor Subsidiaries

Parent

Subsidiaries

MGP

Other

Elimination

Consolidated

(In thousands)

Net revenues
$
—

$
1,873,313

$
172,499

$
642,644

$
(173,341
)

$
2,515,115

Equity in subsidiaries' earnings

610,002

48,309

—

—

(658,311
)

—

Expenses

Casino and hotel operations

2,128

1,034,706

—

389,527

(842
)

1,425,519

General and administrative

1,575

317,104

17,690

53,271

(17,690
)

371,950

Corporate expense

29,265

46,330

12,315

(14
)

(114
)

87,782

NV Energy exit expense

—

139,335

—

—

—

139,335

Preopening and start-up expenses

—

1,005

—

30,655

—

31,660

Property transactions, net

—

(120
)

1,442

(1,148
)

(1,442
)

(1,268
)
Gain on Borgata transaction

—

(429,778
)

—

—

—

(429,778
)
Depreciation and amortization

—

145,631

54,260

64,106

(54,260
)

209,737

32,968

1,254,213

85,707

536,397

(74,348
)

1,834,937

Income from unconsolidated affiliates

—

32,238

—

339

—

32,577

Operating income

577,034

699,647

86,792

106,586

(757,304
)

712,755

Interest expense, net of amounts capitalized

(123,836
)

(206
)

(42,839
)

(1,167
)

—

(168,048
)
Other, net

(996
)

(104,360
)

(367
)

(27,676
)

104,957

(28,442
)
Income before income taxes

452,202

595,081

43,586

77,743

(652,347
)

516,265

Benefit (provision) for income taxes

83,417

(748
)

(915
)

(36,759
)

—

44,995

Net income

535,619

594,333

42,671

40,984

(652,347
)

561,260

Less: Net income attributable to noncontrolling interests

—

—

(10,591
)

(15,050
)

—

(25,641
)
Net income attributable to MGM Resorts International
$
535,619

$
594,333

$
32,080

$
25,934

$
(652,347
)

$
535,619

Net income
$
535,619

$
594,333

$
42,671

$
40,984

$
(652,347
)

$
561,260

Other comprehensive income, net of tax:

Foreign currency translation adjustment

919

918

—

1,733

(1,836
)

1,734

Other comprehensive income

919

918

—

1,733

(1,836
)

1,734

Comprehensive income

536,538

595,251

42,671

42,717

(654,183
)

562,994

Less: Comprehensive income attributable to noncontrolling interests

—

—

(10,591
)

(15,865
)

—

(26,456
)
Comprehensive income attributable to MGM Resorts International
$
536,538

$
595,251

$
32,080

$
26,852

$
(654,183
)

$
536,538

Nine Months Ended September 30, 2016

Guarantor

Non-Guarantor Subsidiaries

Parent

Subsidiaries

MGP

Other

Elimination

Consolidated

(In thousands)

Net revenues
$
—

$
5,150,751

$
283,402

$
1,846,107

$
(285,957
)

$
6,994,303

Equity in subsidiaries' earnings

1,589,882

125,283

—

—

(1,715,165
)

—

Expenses

Casino and hotel operations

6,191

2,879,139

—

1,157,426

(2,555
)

4,040,201

General and administrative

4,776

823,290

47,174

154,000

(27,340
)

1,001,900

Corporate expense

105,245

119,170

16,703

(171
)

(114
)

240,833

NV Energy exit expense

—

139,335

—

—

—

139,335

Preopening and start-up expenses

—

7,232

—

71,212

—

78,444

Property transactions, net

—

3,720

2,651

123

(1,777
)

4,717

Gain on Borgata transaction

—

(429,778
)

—

—

—

(429,778
)
Depreciation and amortization

—

360,847

158,860

191,954

(95,186
)

616,475

116,212

3,902,955

225,388

1,574,544

(126,972
)

5,692,127

Income from unconsolidated affiliates

—

495,427

—

161

—

495,588

Operating income

1,473,670

1,868,506

58,014

271,724

(1,874,150
)

1,797,764

Interest expense, net of amounts capitalized

(447,258
)

(564
)

(72,314
)

(12,933
)

—

(533,069
)
Other, net

(21,714
)

(212,828
)

(439
)

(65,459
)

187,496

(112,944
)
Income (loss) before income taxes

1,004,698

1,655,114

(14,739
)

193,332

(1,686,654
)

1,151,751

Benefit (provision) for income taxes

72,073

(21,663
)

(915
)

(34,290
)

—

15,205

Net income (loss)

1,076,771

1,633,451

(15,654
)

159,042

(1,686,654
)

1,166,956

Less: Net income attributable to noncontrolling interests

—

—

(17,544
)

(72,641
)

—

(90,185
)
Net income (loss) attributable to MGM Resorts International
$
1,076,771

$
1,633,451

$
(33,198
)

$
86,401

$
(1,686,654
)

$
1,076,771

Net income (loss)
$
1,076,771

$
1,633,451

$
(15,654
)

$
159,042

$
(1,686,654
)

$
1,166,956

Other comprehensive loss, net of tax:

Foreign currency translation adjustment

(2,295
)

(2,295
)

—

(4,402
)

4,590

(4,402
)
Other comprehensive loss

(2,295
)

(2,295
)

—

(4,402
)

4,590

(4,402
)
Comprehensive income (loss)

1,074,476

1,631,156

(15,654
)

154,640

(1,682,064
)

1,162,554

Less: Comprehensive income attributable to noncontrolling interests

—

—

(17,544
)

(70,534
)

—

(88,078
)
Comprehensive income (loss) attributable to MGM Resorts International
$
1,074,476

$
1,631,156

$
(33,198
)

$
84,106

$
(1,682,064
)

$
1,074,476

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION~~

Nine Months Ended September 30, 2016

Guarantor

Non-Guarantor Subsidiaries

Parent

Subsidiaries

MGP

Other

Elimination

Consolidated

(In thousands)

Cash flows from operating activities

Net cash provided by (used in) operating activities
$
(593,124
)

$
1,066,700

$
182,421

$
393,008

$
—

$
1,049,005

Cash flows from investing activities

Capital expenditures, net of construction payable

—

(113,333
)

(138,987
)

(1,337,988
)

—

(1,590,308
)
Dispositions of property and equipment

—

1,682

—

1,608

—

3,290

Proceeds from partial disposition of investment in unconsolidated affiliate

—

15,000

—

—

—

15,000

Acquisition of Borgata, net of cash acquired

—

(550,975
)

—

—

—

(550,975
)
Investments in unconsolidated affiliates

—

(1,555
)

—

—

—

(1,555
)
Distributions from unconsolidated affiliates in excess of cumulative earnings

—

543,036

—

—

—

543,036

Intercompany accounts

—

(1,264,341
)

—

—

1,264,341

—

Other

—

(5,666
)

—

(2,591
)

—

(8,257
)
Net cash used in investing activities

—

(1,376,152
)

(138,987
)

(1,338,971
)

1,264,341

(1,589,769
)
Cash flows from financing activities

Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less

(2,016,000
)

4,094,850

(2,411,600
)

631,198

—

298,448

Borrowings under bank credit facilities - maturities longer than 90 days

1,845,375

—

—

—

—

1,845,375

Repayments under bank credit facilities - maturities longer than 90 days

(1,845,375
)

—

—

—

—

(1,845,375
)
Issuance of long-term debt

500,000

—

1,550,000

—

—

2,050,000

Retirement of senior notes

(2,255,392
)

(2,661
)

—

—

—

(2,258,053
)
Repayment of Borgata credit facility

—

(583,598
)

—

—

—

(583,598
)
Debt issuance costs

(28,254
)

(1,530
)

(76,120
)

(32,550
)

—

(138,454
)
Issuance of MGM Growth Properties common shares in public offering

—

—

1,207,500

—

—

1,207,500

MGM Growth Properties common share issuance costs

—

—

(75,032
)

—

—

(75,032
)
Acquisition of MGM China shares

(100,000
)

—

—

—

—

(100,000
)
MGP Operating Partnership distributions paid to consolidated subsidiaries

41,586

(41,586
)

—

—

—

Distributions to noncontrolling interest owners

—

—

(15,134
)

(63,556
)

—

(78,690
)
Intercompany accounts

4,070,558

(3,225,641
)

158,822

260,602

(1,264,341
)

—

Other

(4,377
)

(32
)

—

—

—

(4,409
)
Net cash provided by financing activities

208,121

281,388

296,850

795,694

(1,264,341
)

317,712

Effect of exchange rate on cash

—

—

—

(1,102
)

—

(1,102
)
Cash and cash equivalents

Net increase (decrease) for the period

(385,003
)

(28,064
)

340,284

(151,371
)

—

(224,154
)
Balance, beginning of period

538,856

304,168

—

827,288

—

1,670,312

Balance, end of period
$
153,853

$
276,104

$
340,284

$
675,917

$
—

$
1,446,158

~~Item 2.~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

This management’s discussion and analysis of financial condition and results of operations contain forward-looking statements that involve risks and uncertainties. Please see “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions that may cause our actual results to differ materially from those discussed in the forward-looking statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q, ~~and~~ the audited consolidated financial statements and notes for the fiscal year ended December 31, ~~2016,~~2021, which were included in our Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on ~~March 1, 2017.~~February 25, 2022. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. MGM Resorts International together with its subsidiaries may be referred to as “we,” “us” or “our.” MGM China Holdings Limited together with its subsidiaries is referred to as “MGM China.” MGM Growth Properties LLC together with its subsidiaries is referred to as “MGP.”

~~Executive Overview~~

Description of our business

Our primary business is the ~~ownership and~~ operation of ~~integrated~~ casino resorts, which offer gaming, hotel, convention, dining, entertainment, retail and other resort amenities. We ~~own or invest in~~operate several of the finest casino resorts in the world and we continually reinvest in our resorts to maintain our competitive advantage. Most of our revenue is cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. We rely ~~heavily~~ on the ability of our resorts to generate operating cash flow to fund capital expenditures, provide excess cash flow for future development, ~~and~~ repay debt ~~financings.~~financings, and return capital to our shareholders. We make significant investments in our resorts through newly remodeled hotel rooms, restaurants, entertainment and nightlife offerings, as well as other new features and amenities.

~~According to the Las Vegas Convention~~ We also offer online gaming and ~~Visitors Authority, Las Vegas visitor volume decreased 1%, Las~~ ~~Vegas Strip REVPAR~~ ~~increased 4%~~ ~~and Las Vegas Strip gaming revenue increased 4~~% ~~in the nine months ended September 30, 2017 compared to the prior year period. Results of operations for~~sports betting through LeoVegas, our ~~domesti~~c resorts in the nine months ended September 30, 2017 benefited from an increase in operating margins. Our rooms revenue benefited from robust convention business at our Las Vegas Strip resorts, which allowed us to yield higher room rates across our portfolio of resorts.

In the days immediately following the October 1st incident we experienced a brief increase in non-group room cancellations at our Las Vegas Strip resorts as compared to historic levels. These cancellations largely related to room reservations booked for the fourth quarter. In addition, during this period, we experienced a decline in forward non-group reservationsconsolidated subsidiary, as well as ~~accompanying pricing pressure on~~through BetMGM, our unconsolidated affiliate.

Impact of COVID-19 - Update

As of September 30, 2022, all of our domestic properties were open and not subject to operating restrictions; however, travel and business volume were negatively affected in the ~~Las Vegas Strip. As a result~~early part of the ~~foregoing, we expect our Las Vegas Strip revenues for the fourth~~first quarter of ~~2017 to decline compared~~2022 due to the ~~prior year quarter.~~

Asspread of the omicron variant.

Macau is currently operating under a ~~significant number of MGM Macau’s customers are from~~“dynamic zero” COVID-19 policy, as is mainland ~~China, we believe operating results at MGM~~China. Our properties in Macau are affected by economic conditions in mainland China as well as by certain policy initiatives enacted in mainland China and Macau. We believe a slowdown in China’s economic growth rate as well as the implementation of policies related to gaming promoters, the Chinese government’s restrictions on travel to Macau and restrictions on cross-border currency transactions led to a multi-year decrease in gross gaming revenues for the Macau market which lasted throughwere open during the first half of ~~2016 and primarily impacted VIP casino~~2022, however, gaming operations and, to a lesser extent, main floor operations throughout the Macau market. Despite the impact of these events and concerns over the sustainability of economic growth in China, we expect the Macau market to growwere temporarily suspended on ~~a long-term basis~~July 11, 2022 due to an increase in the number of COVID-19 cases in Macau and resumed on July 23, 2022, subject to certain continuing health safeguards. On October 30, 2022, a COVID-19 case was identified as connected to MGM Cotai. All guests and staff were isolated until November 1, 2022 and all gaming, hotel, restaurant, and retail operations were suspended with limited operations expected to resume beginning November 3, 2022. More broadly, electronic applications for individual and group travel visas to Macau resumed on November 1, 2022, however, several travel and entry restrictions in Macau and mainland China remain in place, including COVID-19 testing and certain quarantine requirements, which have significantly impacted visitation to our Macau properties. Although gaming operations in Macau have resumed and certain restrictions on visa applications have been lifted, protective and operational measures have had a negative effect on MGM China’s operations. The extent and timing of further ~~development~~closures of MGM China’s properties, limitations of operations, or whether further travel restrictions to or from Macau will be implemented is uncertain if there is an increase or continued spread of COVID-19.

Other Developments

In April 2022, we completed the VICI Transaction in a stock-for-stock transaction. In connection with the transaction, VICI OP redeemed the majority of our VICI OP units for cash consideration of $4.4 billion, with us retaining an approximate 1% ownership interest in VICI OP. MGP’s Class B share that was previously held by us was cancelled. Accordingly, we no longer hold a controlling interest in MGP and ~~penetration~~deconsolidated MGP upon the closing of the mainland China market and infrastructure improvements expected to facilitate more convenient travel to and within Macau. We believe recent trends reflect stabilization and growth within the Macau market as gross gaming revenue has increased year over year in each month beginning in August 2016 and continuing through September 2017.transactions. In the nine months ended September 30, 2017, gross gaming revenue increased 19% compared to the same period in the prior year, primarily as a result of growth on the Cotai Strip. Additionally, according to statistics published by the Statistics and Census Service of the Macau Government, visitor arrivals increased 4% and overnight visitors increased 11% in the nine months ended September 30, 2017 compared to the same period in the prior year.

Our results of operations are affected by decisions we make related to our capital allocation, our access to capital and our cost of capital. While we continue to be focused on improving our financial position, we are also dedicated to capitalizing on development opportunities. In Macau, we plan to spend approximately $3.4 billion, excluding development fees eliminated in consolidation, capitalized interest and land-related costs, to develop MGM Cotai, a casino resort with capacity for up to 500 gaming tables and up to 1,500 slots, and featuring approximately 1,400 hotel rooms, built on an approximately 18 acre site on the Cotai Strip in Macau. The actual number of gaming tables allocated to MGM Cotai will be determined by the Macau government prior to opening, and such allocation is expected to be less than our 500 gaming table capacity. As a result of damage and delays caused by Typhoon Hato in August 2017, MGM Cotai is expected to open on January 29, 2018.

We were awarded a casino license to build and operate MGM Springfield in Springfield, Massachusetts. MGM Springfield will be developed on approximately 14 acres of land in downtown Springfield. MGM’s plans for the resort currently include a casino with approximately 2,550 slots and 120 table games including poker; a 250-room hotel; 100,000 square feet of retail and restaurant space; 44,000 square feet of meeting and event space; and a 3,500 space parking garage; with an expected development and construction cost of approximately $960 million, excluding capitalized interest and land-related costs. Construction of MGM Springfield is expected to be completed in the third quarter of 2018.

~~MGM National Harbor Transaction~~

In October 2017, MGP acquired MGM National Harbor’s long-term leasehold interest and real property from our subsidiary in exchange for the assumption of $425 million of indebtedness from such subsidiary, the issuance of 9.8 million Operating Partnership units to such subsidiary, and cash of $463 million. The Operating Partnership repaid the debt with proceeds from the September 2017 offering of 13,225,000 of its Class A shares togetherconnection with the ~~proceeds from the offering of its 4.50% senior notes due 2028. Pursuant to~~VICI Transaction, we entered into an ~~amendment of the~~amended and restated master lease ~~MGP leased back the real property to our subsidiary and as a result, contracted annual rent payments to MGP increased by $95 million. Consistent~~ with the master lease terms, 90% of this rent is fixed and will contractually grow at 2% per year until 2022, after which such escalator will be based on meeting a revenue to rent ratio as further described in Note 11.

VICI. See Note 13 and Note 119 in the accompanying consolidated financial statements for ~~information regarding MGP~~discussion of the transaction and ~~its subsidiaries, which~~lease, respectively.

In May 2022, we ~~consolidate in our financial statements, and from which~~acquired the operations of The Cosmopolitan for cash consideration of $1.625 billion, plus working capital adjustments for a total purchase price of approximately $1.7 billion. Additionally, we entered into a lease ~~certain of our~~

agreement for the real estate assets ~~pursuant to a master lease agreement. All intercompany transactions, including transactions under the master lease, have been eliminated in consolidation.~~

~~Reportable Segments~~

~~We have two reportable segments: domestic resorts and MGM China.~~of The Cosmopolitan. See Note 103 and Note 9 in the accompanying consolidated financial statements for ~~additional information regarding our segments.~~

~~Domestic Resorts~~

~~Over half~~discussion of the ~~net revenue from~~transaction and lease, respectively.

In June 2022, the Macau government enacted a new gaming law that provides for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also includes material changes to the rights and obligations provided for under the new gaming concessions to be awarded in the upcoming public tender, such as limiting the term of concessions to a maximum of 10 years.

As a result, we reassessed the useful life of the MGM Grand Paradise gaming subconcession intangible asset and reduced the useful life to align with the contractual term of the subconcession, which expires on December 31, 2022, thereby accelerating the recognition of amortization within our ~~domestic resorts is derived from non-gaming operations including hotel, food~~statements of operations. See Note 1 and ~~beverage, entertainment and other non-gaming amenities. We market~~Note 6 in the accompanying consolidated financial statements for further discussion.

Certain events relating to ~~different customer groups and utilize our extensive convention and meeting facilities~~the loss, termination, rescission, revocation or modification of MGM Grand Paradise’s ability to ~~maximize hotel occupancy and customer volumes which lead to better labor utilization. Our operating results are highly dependent~~game in Macau, where such events have a material adverse effect on ~~demand for our services, and~~ the ~~volume of customers at our resorts, which in turn affect the price we can charge for our hotel rooms and other amenities. In addition, our~~financial condition, business, properties, or results of operations ~~compared~~of MGM China, taken as a whole, may result in a special put option triggering event under MGM China’s senior notes and in an event of default under MGM China’s revolving credit facilities. Management cannot provide any assurance that it will be able to ~~prior periods can~~obtain a gaming concession in the public tender; however, management submitted its bid on September 14, 2022, and believes that MGM Grand Paradise will be ~~impacted by holiday calendar shifts, significant one-time events~~successful in obtaining a gaming concession. For a description of certain risks applicable to MGM Grand Paradise’s subconcession and related matters, refer to our Annual Report on Form 10-K for the ~~strength~~year ended December 31, 2021 under the heading “Risk Factors– Risks Related to Our Macau Operations.”

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

Pending Transactions

On December 13, 2021, we ~~generate a significant portion~~entered into an agreement to sell the operations of ~~our revenue from our domestic resorts in Las Vegas, Nevada, which exposes us~~The Mirage to an affiliate of Hard Rock for cash consideration of $1.075 billion, subject to certain ~~risks, such as increased competition from new or expanded Las Vegas resorts,~~purchase price adjustments. Upon closing, the master lease between us and ~~from the expansion of gaming~~VICI will be amended to remove The Mirage and reflect a $90 million reduction in annual cash rent. See Note 3 in the ~~United States generally.~~

accompanying consolidated financial statements for discussion of the transaction.

On June 9, 2022, we entered into an agreement to sell the operations of Gold Strike Tunica to CNE for cash consideration of $450 million, subject to certain purchase price adjustments. Upon closing, the master lease between us and VICI will be amended to remove Gold Strike Tunica and reflect a $40 million reduction in annual cash rent. See Note 3 in the accompanying consolidated financial statements for discussion of the transaction.

Key Performance Indicators

Key performance indicators related to gaming and hotel revenue ~~at our domestic resorts~~ are:

•Gaming revenue ~~indicators –~~indicators: table games drop and slots handle (volume indicators); “win” or “hold” percentage, which is not fully controllable by us. Our normal table games hold percentage at our Las Vegas Strip Resorts is in the range of ~~19%~~25.0% to ~~23%~~35.0% of table games drop for Baccarat and 19.0% to 23.0% for non-Baccarat however, reduced gaming volumes as a result of the pandemic could cause volatility in our ~~normal slots~~ hold ~~percentage is in the range of 8.5% to 9% of slots handle;~~percentages; and

•Hotel revenue indicators (for Las Vegas Strip Resorts) – hotel occupancy (a volume indicator); average daily rate (“ADR,” a price indicator); and revenue per available room (“REVPAR,” a summary measure of hotel results, combining ADR and occupancy rate). Our calculation of ADR, which is the average price of occupied rooms per day, includes the impact of complimentary rooms. Complimentary room rates are determined based on an analysis of retail or “cash” rates for each customer segment and each type of room product to estimate complimentary rates which are consistent with retail rates. Complimentary rates are reviewed at least annually and on an interim basis if there are significant changes in market conditions.standalone selling price. Because the mix of rooms provided on a complimentary basis, particularly to casino customers, includes a disproportionate suite component, the composite ADR including complimentary rooms is slightly higher than the ADR for cash rooms, reflecting the higher retail value of suites.

~~MGM China~~

~~We own an approximate 56% controlling interest in MGM China, which owns MGM Grand Paradise,~~ Rooms that were out of service during the ~~Macau company that owns and operates MGM Macau and~~nine months ended September 30, 2021 as a result of property closures due to the ~~related gaming subconcession and land concessions, and is in the process of developing~~

~~MGM Cotai. We believe our investment in MGM China plays an important role in extending our reach internationally and will foster future growth and profitability.~~

Revenues at MGM Macau are generated from three primary customer segments in the Macau gaming market: VIP casino gaming operations, main floor gaming operations and slot machine operations. VIP players play mostly in dedicated VIP rooms or designated gaming areas. VIP customers can be further divided into customers sourced by in-house VIP programs and those sourced through gaming promoters. A significant portion of our VIP volume is generated through the use of gaming promoters. Gaming promoters introduce VIP gaming players to MGM Macau, assist these customers with travel arrangements, and extend gaming credit to these players. In exchange for their services, gaming promoters are compensated through payment of revenue-sharing arrangements or rolling chip turnover based commissions. In-house VIP players also typically receive a commission based on the program in which they participate. MGM Macau main floor operations primarily consist of walk-in and day trip visitors. Unlike gaming promoters and in-house VIP players, main floor players do not receive commissions. The profit contributionpandemic were excluded from the main floor segment exceeds the VIP segment due to commission costs paid to gaming promoters. Gaming revenues from the main floor segment have become an increasingly significant portion of total gaming revenues in recent yearsavailable room count when calculating hotel occupancy and ~~we believe this segment represents the most potential for sustainable growth in the future.~~

VIP gaming at MGM Macau is conducted by the use of special purpose nonnegotiable gaming chips. Gaming promoters purchase these nonnegotiable chips from MGM Macau and in turn they sell these chips to their players. The nonnegotiable chips allow MGM Macau to track the amount of wagering conducted by each gaming promoters’ clients in order to determine VIP gaming play. Gaming promoter commissions are based on either a percentage of actual win plus a monthly complimentary allowance based on a percentage of the rolling chip turnover their customers generate, or a percentage of the rolling chip turnover plus discounted offerings on nongaming amenities. The estimated portion of the gaming promoter payments that represent amounts passed through to VIP customers is recorded as a reduction of casino revenue, and the estimated portion retained by the gaming promoter for its compensation is recorded as casino expense. In-house VIP commissions are based on a percentage of rolling chip turnover and are recorded as a reduction of casino revenue.

~~In addition to the~~REVPAR.

Additional key performance indicators ~~used by our domestic resorts,~~at MGM ~~Macau~~China are:

•Gaming revenue indicators - MGM China utilizes “turnover,” which is the sum of nonnegotiable chip wagers won by MGM ~~Macau~~China calculated as nonnegotiable chips purchased plus nonnegotiable chips exchanged less nonnegotiable chips returned. Turnover provides a basis for measuring VIP casino win percentage. Win for VIP gaming operations at MGM ~~Macau~~China is typically in the range of ~~2.7%~~2.6% to ~~3.0%~~3.3% of ~~turnover. Normal main floor table games~~turnover however, reduced gaming volumes as a result of the pandemic could cause volatility in MGM China’s hold ~~percentage at MGM Macau is in the range of 16% to 22% of table games drop.~~

~~Corporate and Other~~

~~Corporate and other includes our investments in unconsolidated affiliates and certain management and other operations.~~

percentages.

Results of Operations

Summary ~~Financial~~Operating Results

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

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

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

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

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

The following table summarizes our consolidated ~~financial results~~operating results:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(In thousands)
Net revenues	$	3,416,072	$	2,707,539	$	9,535,269	$	6,623,248
Operating income	(1,045,971)		1,892,782		1,441,268		1,909,852
Net income (loss)	(1,061,087)		1,337,936		526,745		1,092,302
Net income (loss) attributable to MGM Resorts International	(576,830)		1,350,433		1,189,091		1,123,357

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

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

Consolidated net revenues were $9.5 billion for the nine months ended September 30, ~~2017~~2022 compared to $6.6 billion in the prior year period, an increase of 44%. The current year period benefited from the inclusion of The Cosmopolitan and ~~2016:~~

a full year of net revenues related to Aria. The current year period was initially negatively affected by a decrease in business volume and travel due to the spread of the omicron variant in the early part of the period, however, business

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Net revenues
$
2,826,740

$
2,515,115

$
8,176,656

$
6,994,303

Operating income

493,861

712,755

1,492,088

1,797,764

Net income

176,496

561,260

671,125

1,166,956

Net income attributable to MGM Resorts International

149,115

535,619

566,573

1,076,771

~~Summary Operating Results~~

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

Consolidated ~~net revenue increased 12% and 17%~~operating income was $1.4 billion for the ~~three and~~ nine months ended September 30, ~~2017, respectively,~~2022 compared to ~~the same periods~~$1.9 billion in the prior year period. The current year period benefited from a $2.3 billion gain related to the VICI Transaction and the increase in net revenues, as discussed above, partially offset by an increase in rent expense recorded within general and administrative expense for the Aria, VICI, and The Cosmopolitan leases, which commenced in September 2021, April 2022, and May 2022, respectively, an increase in depreciation and amortization expense, and a decrease in income from unconsolidated affiliates. The prior year period benefited from the gain on consolidation of CityCenter, net of $1.6 billion. Depreciation and amortization expense increased $1.2 billion compared to the prior year period, due primarily to the ~~Borgata acquisition~~change in ~~August 2016,~~useful life of the ~~opening~~MGM Grand Paradise gaming subconcession.

Net Revenues by Segment

The following table presents a detail by segment of ~~MGM National Harbor in December 2016, and an increase in~~net revenues:


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

Las Vegas Strip Resorts

Las Vegas Strip Resorts casino ~~and non-casino~~ revenue ~~at our domestic resorts. See “Operating Results – Segment Information” below for additional information related to segment revenues.~~

~~Consolidated operating income~~ was ~~$494~~$576 million for the three months ended September 30, ~~2017~~2022 compared to $713 million for the same period in the prior year. The current year quarter included a full quarter of operations at Borgata and $18 million of operating income from MGM National Harbor. The prior year quarter included a $430 million gain related to the Borgata acquisition on August 1, 2016 and $152 million of NV Energy exit expense associated with the Company’s strategic decision to exit the fully bundled sales system of NV Energy, which included the expense at our domestic resorts as well as our 50% share of expense recognized at CityCenter. For the three months ended September 30, 2017, operating income at our domestic resorts increased 82%, or $245 million, compared to the prior year period, and benefitted from the contributions from Borgata and MGM National Harbor. Operating income at MGM China was $35 million compared to $84$423 million in the prior year ~~period. Income from unconsolidated affiliates was $38 million for~~quarter, an increase of 36%, due primarily to the ~~three months ended September 30, 2017 compared~~inclusion of The Cosmopolitan and a full quarter of casino revenue related to ~~$33 million~~Aria, and increases in business volume and travel activity in the ~~prior~~current year ~~period.See “Operating Results – Income from Unconsolidated Affiliates” for additional detail.~~

Preopening expense decreased 7%, or $2 million, compared to the prior year quarter as a result of the opening of MGM National Harbor in December 2016. Preopening expense in the three months ended September 30, 2017 primarily related to our MGM Cotai and MGM Springfield projects. Property transactions, net increased $9 million, compared to the prior year quarter and primarily related to costs associated with the rebranding of the Monte Carlo Resort and Casino to Park MGM and NoMad Hotel.

~~Consolidated operating income~~quarter.

Las Vegas Strip Resorts casino revenue was $1.5 billion for the nine months ended September 30, ~~2017~~2022 compared to ~~$1.8~~$1.0 billion ~~for the same period~~ in the prior ~~year.~~year period, an increase of 54%, due primarily to the inclusion of The Cosmopolitan and a full year of casino revenue related to Aria and was negatively affected by a decrease in business volume and travel due to the spread of the omicron variant in the early part of the current year period; however, business volumes subsequently improved with a significant increase over the prior year period, which was negatively affected by midweek property and hotel closures, lower travel activity, and operational restrictions due to the pandemic.

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
	(Dollars in millions)
Table games drop	$	1,604		$	917		$	4,235		$	2,223
Table games win	$	389		$	251		$	1,015		$	552
Table games win %	24.3		%	27.4		%	24.0		%	24.8		%
Slots handle	$	6,193		$	3,863		$	16,144		$	9,804
Slots win	$	577		$	369		$	1,502		$	932
Slots win %	9.3		%	9.6		%	9.3		%	9.5		%

Las Vegas Strip Resorts rooms revenue was $736 million for the three months ended September 30, 2022 compared to $403 million in the prior year quarter, an increase of 83%. The current year ~~period included~~quarter benefited from the inclusion of The Cosmopolitan and a full ~~nine months~~quarter of ~~operations at Borgata, which included~~revenues from Aria and an increase in REVPAR due to an increase in occupancy and ADR as a ~~benefit~~result of ~~$36 million related to Borgata’s share of a property tax settlement from Atlantic City, $46 million of operating income from MGM National Harbor~~an increase in business volume and ~~a benefit of $45 million related to~~travel activity in the ~~modification of the NV Energy exit fee, which included the benefit recognized at our domestic resorts as well as our 50% share of the benefit recognized at CityCenter. The prior~~current year period included the gain related to the Borgata acquisition and charge related to the NV Energy exit fee, as discussed above. Operating income at our domestic resorts increased 46%, or $488 million, inquarter.

Las Vegas Strip Resorts rooms revenue was $1.9 billion for the nine months ended September 30, ~~2017~~2022 compared to $846 million in the prior year period, an increase of 127%. The current year period benefited from the inclusion of The Cosmopolitan and a full year of revenues from Aria. Although operations were initially negatively affected by the omicron variant in the early part of the period, REVPAR increased significantly due to an increase in occupancy and ADR as business volume and travel activity improved in the current year period.

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Occupancy(1)	93		%	82		%	88		%	69		%
Average daily rate (ADR)	$	227		$	181		$	218		$	158
Revenue per available room (REVPAR)(1)	$	210		$	148		$	192		$	109

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

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

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

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

Regional Operations

Regional Operations casino revenue was $721 million for the three months ended September 30, 2022 compared to $720 million in the prior year quarter, flat compared to the prior year ~~period,~~quarter, and ~~benefitted from~~$2.2 billion for the ~~contributions from Borgata and MGM National Harbor. Operating income at MGM China decreased 18%, or $32 million,~~nine months ended September 30, 2022 compared to $2.0 billion in the prior year ~~period. Income from unconsolidated affiliates~~period, an increase of 7%, due primarily to table games win increasing 12% over the prior year period and slots win increasing 11% over the prior year period, as the prior year period was ~~$118~~negatively affected by midweek hotel closures at certain properties and operational restrictions related to the pandemic primarily during the first quarter of 2021.

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
	(Dollars in millions)
Table games drop	$	1,152		$	1,080		$	3,263		$	2,861
Table games win	$	217		$	214		$	660		$	590
Table games win %	18.8		%	19.8		%	20.2		%	20.6		%
Slots handle	$	7,426		$	6,900		$	21,190		$	18,797
Slots win	$	703		$	661		$	2,016		$	1,810
Slots win %	9.5		%	9.6		%	9.5		%	9.6		%

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

Regional Operations rooms revenue was $212 million for the nine months ended September 30, ~~2017~~2022 compared to ~~$496~~$160 million in the prior year ~~period. See “Operating Results – Income from Unconsolidated Affiliates” for additional detail.~~

~~Preopening expense decreased 16%~~period, an increase of 32%, ~~or $13 million, compared~~due to an increase in business volume and travel activity over the prior year period, ~~as a result of the opening of MGM National Harbor in December 2016~~which was negatively affected by midweek hotel closures at certain properties and ~~the opening of the T-Mobile Arena in April 2016. Preopening expense in the nine months ended September 30, 2017 primarily~~operational restrictions related to ~~our MGM Cotai~~the pandemic primarily during the first quarter of 2021.

Regional Operations food and ~~MGM Springfield projects. Property transactions, net increased $18~~beverage revenue was $115 million ~~compared to the prior year period and primarily related to costs associated with the rebranding of the Monte Carlo Resort and Casino to Park MGM and NoMad Hotel.~~

~~Operating Results – Segment Information~~

The following table presents detail by segment of consolidated net revenues and Adjusted EBITDA. Management uses Adjusted Property EBITDA as the primary profit measure for its reportable segments. See “Non-GAAP Measures” for additional information:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Net revenues

Domestic resorts
$
2,235,165

$
1,898,654

$
6,392,493

$
5,212,368

MGM China

470,775

499,822

1,421,892

1,420,802

Reportable segment net revenues

2,705,940

2,398,476

7,814,385

6,633,170

Corporate and other

120,800

116,639

362,271

361,133

$
2,826,740

$
2,515,115

$
8,176,656

$
6,994,303

Adjusted EBITDA

Domestic resorts
$
713,589

$
570,178

$
2,019,026

$
1,570,192

MGM China

118,237

149,868

377,539

383,187

Reportable segment Adjusted Property EBITDA

831,826

720,046

2,396,565

1,953,379

Corporate and other

(51,305
)

(57,605
)

(112,825
)

253,578

$
780,521

$
662,441

$
2,283,740

$
2,206,957

~~Domestic resorts.~~ ~~The following table is a reconciliation of domestic resorts net revenues to domestic resorts same-store net revenues:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Domestic resorts net revenues
$
2,235,165

$
1,898,654

$
6,392,493

$
5,212,368

Net revenues related to Borgata

(244,078
)

(151,006
)

(654,586
)

(151,006
)
Net revenues related to MGM National Harbor

(179,606
)

—

(530,553
)

—

Domestic resorts same-store net revenues
$
1,811,481

$
1,747,648

$
5,207,354

$
5,061,362

~~The following table presents detailed net revenues at our domestic resorts:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Casino revenue, net

Table games
$
395,645

$
277,206

$
1,084,380

$
764,010

Slots

647,999

516,431

1,861,873

1,356,672

Other

36,847

23,254

109,038

55,304

Casino revenue, net

1,080,491

816,891

3,055,291

2,175,986

Non-casino revenue

Rooms

550,744

515,447

1,628,488

1,475,165

Food and beverage

468,984

433,941

1,356,282

1,192,112

Entertainment, retail and other

351,104

323,881

980,460

870,370

Non-casino revenue

1,370,832

1,273,269

3,965,230

3,537,647

2,451,323

2,090,160

7,020,521

5,713,633

Less: Promotional allowances

(216,158
)

(191,506
)

(628,028
)

(501,265
)

$
2,235,165

$
1,898,654

$
6,392,493

$
5,212,368

~~The following table presents detailed domestic resorts same-store net revenues:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Casino revenue, net

Table games
$
270,419

$
243,157

$
725,276

$
729,961

Slots

450,067

441,251

1,312,350

1,281,493

Other

18,369

14,381

55,233

46,431

Casino revenue, net

738,855

698,789

2,092,859

2,057,885

Non-casino revenue

Rooms

504,615

491,642

1,505,576

1,451,360

Food and beverage

404,305

407,576

1,177,928

1,165,747

Entertainment, retail and other

328,126

315,232

920,481

861,721

Non-casino revenue

1,237,046

1,214,450

3,603,985

3,478,828

1,975,901

1,913,239

5,696,844

5,536,713

Less: Promotional allowances

(164,420
)

(165,591
)

(489,490
)

(475,351
)

$
1,811,481

$
1,747,648

$
5,207,354

$
5,061,362

~~Casino revenue~~ for the three months ended September 30, ~~2017 increased 32%~~2022 compared to ~~the same period~~$92 million in the prior ~~year. Same-store casino~~year quarter, an increase of 25%, and Regional Operations entertainment, retail and other revenue, and reimbursed costs was $53 million for the three months ended September 30, 2022 compared to $43 million in the prior year quarter, an increase of 23%, due primarily to increased 6%business volume compared to the prior ~~year quarter due primarily to an 11% increase in same-store table games revenue. Same-store table games volume increased 8% compared to the prior year quarter~~quarter.

Regional Operations food and ~~same-store table games hold~~

~~percentage increased to 25.0% from 23.7% in the prior year quarter. On a same-store basis, slots~~beverage revenue ~~increased 2% compared to the prior year quarter.~~

~~Casino revenue~~was $313 million for the nine months ended September 30, ~~2017 increased 40%~~2022 compared to ~~the same period~~$212 million in ~~the prior year. Same-store casino revenue increased 2% compared to~~ the prior year period, ~~due primarily~~an increase of 48% and Regional Operations entertainment, retail and other revenue, and reimbursed costs was $141 million for the nine months ended September 30, 2022 compared to ~~a 2% increase~~$97 million in ~~same-store slots revenue. Same-store table games revenue decreased 1% compared to~~ the prior year period, ~~partially~~an increase of 46%, due primarily to ~~a decrease in same-store table games hold percentage to 23.1% in the current year period from 23.4% in~~increased business volume and the prior year ~~period. Same-store table games volume increased 2% compared~~period being negatively affected by operational restrictions related to ~~the prior year period.~~

pandemic.

MGM China

The following table shows key gaming statistics for ~~the Company’s Las Vegas Strip resorts:~~

MGM China:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(Dollars in millions)

Table Games Drop
$
1,003

$
897

$
2,868

$
2,774

Table Games Win %

26.8
%

25.0
%

24.5
%

24.7
%
Slot Handle
$
3,211

$
3,169

$
9,267

$
9,122

Slot Hold %

8.7
%

8.7
%

8.7
%

8.6
%


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

~~Domestic resorts rooms revenue increased 7%~~

MGM China net revenues were $87 million for the three months ended September 30, ~~2017~~2022 compared to $289 million in the prior year ~~quarter. On~~quarter, a ~~same-store basis, rooms revenue increased 3% for the three months ended September 30, 2017 as a result~~decrease of ~~a 4% increase in REVPAR at our Las Vegas Strip resorts when compared to the same period in the prior year.~~

~~Domestic resorts rooms revenue increased 10%~~70%, and $499 million for the nine months ended September 30, ~~2017~~2022 compared to the same period in the prior year. On a same-store basis, rooms revenue increased 4% for the nine months ended September 30, 2017 as a result of a 5% increase in REVPAR at our Las Vegas Strip resorts when compared to the same period in the prior year.

~~The following table provides key hotel statistics for our Las Vegas Strip resorts:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Occupancy

95
%

97
%

94
%

94
%
Average Daily Rate (ADR)
$
164

$
155

$
167

$
158

Revenue per Available Room (REVPAR)
$
156

$
150

$
156

$
149

Entertainment revenue for the three and nine months ended September 30, 2017 increased 7% and 11%, respectively, compared to the same periods in the prior year. Same-store entertainment revenue for the three months ended September 30, 2017 increased 2% compared to the same period in the prior year due to the opening of the Park Theater in December 2016. Same-store entertainment revenue for the nine months ended September 30, 2017 increased 6% compared to the same period in the prior year due to the previously mentioned opening of the Park Theater in December 2016, and an increase in Cirque du Soleil revenue.

~~The following table is a reconciliation of domestic resorts Adjusted Property EBITDA to domestic resorts Same-store Adjusted Property EBITDA:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Domestic resorts Adjusted Property EBITDA
$
713,589

$
570,178

$
2,019,026

$
1,570,192

Adjusted Property EBITDA related to Borgata

(78,853
)

(36,099
)

(239,195
)

(36,099
)
Adjusted Property EBITDA related to MGM National Harbor

(37,449
)

—

(106,569
)

—

Domestic resorts Same-store Adjusted Property EBITDA
$
597,287

$
534,079

$
1,673,262

$
1,534,093

Adjusted Property EBITDA at our domestic resorts increased 25% during the three months ended September 30, 2017 compared to the prior year quarter, and was positively impacted by a full quarter of operations at Borgata, and $37 million of Adjusted Property EBITDA from MGM National Harbor. Same-store Adjusted Property EBITDA increased 12% during the three months ended September 30, 2017 compared to the prior year quarter and Same-store Adjusted Property EBITDA margin for the three months ended

~~September 30, 2017 increased by 241 basis points compared to the prior year period to 33.0% due to an increase in casino and non-casino revenues, as discussed above.~~

Adjusted Property EBITDA at our domestic resorts increased 29% during the nine months ended September 30, 2017 compared to the prior year period, and was positively impacted by a full nine months of operations at Borgata, which included a benefit of $36 million related to a property tax settlement, and $107 million of Adjusted Property EBITDA from MGM National Harbor. Same-store Adjusted Property EBITDA increased 9% during the nine months ended September 30, 2017 compared to the prior year period and Same-store Adjusted Property EBITDA margin for the nine months ended September 30, 2017, increased by 182 basis points compared to the same prior year period to 32.1% due to an increase in casino and non-casino revenues, as discussed above.

~~MGM China.~~ ~~The following table presents detailed net revenues for MGM China:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Casino revenue, net

VIP table games
$
175,122

$
180,454

$
509,183

$
521,374

Main floor table games

241,416

272,456

756,967

753,767

Slots

45,375

37,938

129,708

118,371

Casino revenue, net

461,913

490,848

1,395,858

1,393,512

Non-casino revenue

28,729

29,354

83,120

87,972

490,642

520,202

1,478,978

1,481,484

Less: Promotional allowances

(19,867
)

(20,380
)

(57,086
)

(60,682
)

$
470,775

$
499,822

$
1,421,892

$
1,420,802

For the three months ended September 30, 2017, net revenue for MGM China decreased 6% compared to the same period in the prior year, primarily as a result of an 11% decrease in main floor table games revenue. Main floor table games volume decreased 3% and hold percentage decreased to 18.4% in the current year quarter from 20.1% in the prior year quarter. VIP table games revenue decreased 3% due to a 6% decrease in turnover, partially offset by an increase in hold percentage to 3.3% in the current year quarter from 3.0% in the prior year quarter.

MGM China’s Adjusted EBITDA for the three months ended September 30, 2017 and 2016 was $118 million and $150 million, respectively, and Adjusted EBITDA margin decreased 487 basis points to 25.1% in the current year quarter compared to 30.0% in the prior year quarter due primarily to a decrease in main floor table games revenue and an increase in general and administrative expense. Excluding license fees of $8 million in the current year quarter and $9$896 million in the prior year ~~quarter, Adjusted EBITDA decreased 20%.~~

~~For the nine months ended September 30, 2017, net revenue for MGM China was flat compared~~period, a decrease of 44%, due to the ~~same~~current and prior year period being significantly impacted by travel and entry restrictions in Macau with the ~~prior year. Main floor table games volume decreased 5%~~current year period being negatively affected by property closures and ~~was offset~~more significantly impacted by ~~an increase in hold percentage~~restrictions related to ~~20.0%~~the COVID-19 pandemic.

Corporate and other

Corporate and other revenue in the current year ~~period~~periods primarily includes revenues from ~~18.8% in~~LeoVegas, other corporate operations, and management services. In the prior year period. VIP table games revenue decreased 2% due to a 7% decrease in turnover, partially offset by an increase in hold percentage to 3.2% in the current year period from 3.0% in the prior year period. Slots revenue increased 10% due to a 5% increase in slot handle and an increase in hold percentage to 4.5% in the current year period from 4.3% in the prior year period.

MGM China’s Adjusted EBITDA for the nine months ended September 30, 2017 and 2016 was $378 million and $383 million, respectively. Adjusted EBITDA margin decreased 42 basis points to 26.6% in the current year period from 27.0% in the prior year. Excluding license fees of $25 million for both the nine months ended September 30, 2017 and 2016, Adjusted EBITDA decreased 1%.

~~Corporate and other. Corporate~~periods, corporate and other revenue ~~includes revenue from corporate operations, management services and~~also included reimbursed costs revenue ~~primarily~~ related to our CityCenter management agreement. Corporate and other Adjusted EBITDA for the three months ended September 30, 2017 increased compared to the same period in the prior year due to an increase in operating results at City Center, partially offset by the cessation of equity method accounting for Borgata subsequent toagreement (which was terminated upon the acquisition of CityCenter in ~~the prior year period. Corporate and other Adjusted EBITDA for the nine months ended~~ September 30, 2017 decreased compared to the same period in the prior year due to our share of the gain from the sale of Crystals at CityCenter recognized in the prior year, partially offset by the cessation of equity method accounting for Borgata subsequent to the acquisition in the prior year period.2021). See below for additional discussion of our share of operating results from unconsolidated affiliates.

~~Operating Results – Income from Unconsolidated Affiliates~~

Adjusted Property EBITDAR and Adjusted EBITDAR

The following table ~~summarizes information related to~~presents Adjusted Property EBITDAR and Adjusted EBITDAR. Adjusted Property EBITDAR is our ~~income from unconsolidated affiliates:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

CityCenter
$
34,584

$
12,382

$
109,549

$
419,377

Borgata

—

14,243

—

61,169

Other

3,117

5,952

8,438

15,042

$
37,701

$
32,577

$
117,987

$
495,588

~~We completed~~reportable segment GAAP measure, which we utilize as the primary profit measure for our ~~acquisition of Borgata on August 1, 2016, at which time~~reportable segments. See Note 13 in the ~~subsidiary operating Borgata became~~accompanying consolidated financial statements and “Reportable Segment GAAP measure” below for additional information. Adjusted EBITDAR is a ~~consolidated subsidiary. Prior to the acquisition, we held a 50% interest in Borgata, which~~non-GAAP measure, discussed within “Non-GAAP measures” below.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(In thousands)
Las Vegas Strip Resorts	$	846,355	$	534,548	$	2,265,256	$	1,039,472
Regional Operations	321,984		348,234		975,113		908,564
MGM China	(70,410)		6,996		(148,157)		20,352
Corporate and other	(148,120)		(124,745)		(552,265)		(368,713)
Adjusted EBITDAR	$	949,809			$	2,539,947

Las Vegas Strip Resorts

Las Vegas Strip Resorts Adjusted Property EBITDAR was ~~accounted for under the equity method.~~

~~Our share of CityCenter’s operating income, including certain basis difference adjustments,~~$846 million for the three months ended September 30, ~~2017 was $35 million,~~2022 compared to ~~$12~~$535 million in the prior year quarter, an increase of 58%. Las Vegas Strip Resorts Adjusted Property EBITDAR margin decreased to 36.8% for the three months ended September 30, 2022 compared to 38.7% in the prior year quarter due to an increase in contribution from lower margin non-gaming outlets and venues and an increase in general and administrative expense primarily related to payroll.

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

Regional Operations

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

MGM China

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

MGM China Adjusted Property EBITDAR was a loss of $148 million for the nine months ended September 30, 2022 compared to Adjusted Property EBITDAR of $20 million in the prior year period. The ~~prior~~decrease was due primarily to the decrease in revenues, discussed above, and the current year period included $13 million related to our share of NV Energy exit expense. At Aria, casino revenues increased 4% for the three months ended September 30, 2017 compared to the prior year period. Table games volume increased 5% and hold percentage decreased to 23.5% in the current year quarter compared to 25.4% in the prior year quarter. Slots revenue increased 3% compared to the same period in the prior year due to a 10% increase in slots volume, which was partially offset by a decrease in slot hold percentage to 7.7% in the current year quarter compared to 8.2% in the prior year quarter. REVPAR increased by 8% and 4% at Aria and Vdara, respectively, which led to a 7% increase in CityCenter’s rooms revenue in the current year quarter compared to the prior year quarter. CityCenter’s operating income in the prior year quarter included a $26an $18 million charge related to ~~NV Energy exit expense.~~

~~Our share of CityCenter’s operating income, including certain basis difference adjustments,~~litigation reserves. License fee expense was $9 million and $16 million for the nine months ended September 30, ~~2017 was $110 million, which included~~2022 and 2021, respectively.

Supplemental Information - Same-store Results of Operations

The following table presents the financial results of Las Vegas Strip Resorts on a benefit of $4 million related to our share of the modification of the NV Energy exit fee. Our share of CityCenter’s operating income for the nine months ended September 30, 2016 was $419 million, which included a $397 million gain related to the sale of Crystals, of which $196 million related to our 50% share of the gain recorded by CityCenter and $201 million related to the reversal of certainsame-store basis differences, partially offset by a $41 million charge related to our share of accelerated depreciation associated with the April 2016 closure of the Zarkana theatre and $13 million related to our share of NV Energy exit expense. At Aria, casino revenues increased 12% for the nine months ended September 30, 2017 compared to the prior year period. Table games revenue increased 18% due to a 4% increase in table games volume and an increase in hold percentage to 25.2% in the nine months ended September 30, 2017 compared to 23.1% for the same period in 2016. Slots revenue increased 2% compared to the same period in the prior year due to a 5% increase in slot volume. REVPAR increased by 7% and 4% at Aria and Vdara, respectively, which led to a 5% increase in CityCenter’s rooms revenue in the nine months ended September 30, 2017 compared to the same period in 2016. CityCenter’s operating results for the nine months ended September 30, 2017 benefited from $8 million related to the modification of the NV Energy exit fee. CityCenter’s operating results for the nine months ended September 30, 2016 were affected by $82 million of accelerated depreciation associated with the April 2016 closure of the Zarkana theatre and $26 million of NV Energy exit expense.

~~Non-operating Results~~

~~Interest Expense~~

~~Gross interest expense~~ for the three and nine months ended September 30, ~~2017 decreased $9~~2022 and 2021. Same-Store Adjusted Property EBITDAR is a non-GAAP measure, discussed within “Non-GAAP measures” below.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(In thousands)
Las Vegas Strip Resorts net revenues	$	2,301,022	$	1,380,967	$	6,101,090	$	2,930,499
Acquisitions (1)	(694,103)		(13,529)		(1,538,236)		(13,529)
Las Vegas Strip Resorts same-store net revenues	$	1,606,919	$	1,367,438	$	4,562,854	$	2,916,970

Las Vegas Strip Resorts Adjusted Property EBITDAR	$	846,355	$	534,548	$	2,265,256	$	1,039,472
Acquisitions (1)	(276,055)		(5,878)		(623,607)		(5,878)
Las Vegas Strip Resorts Same-Store Adjusted Property EBITDAR	$	570,300	$	528,670	$	1,641,649	$	1,033,594

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

Income (loss) from Unconsolidated Affiliates

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


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

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

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

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

Non-operating Results

Interest Expense

Gross interest expense was $125 million and ~~$32~~$200 million for the three months ended September 30, 2022 and 2021, respectively, ~~compared to~~and $458 million and $599 million for the nine months ended September 30, 2022 and 2021, respectively. The decrease from the respective prior year ~~period~~periods is due primarily to a decrease in ~~the average~~ debt outstanding ~~related to our~~as a result of the derecognition of MGP OP’s senior notes ~~and a decrease~~ in connection with the ~~weighted average interest rate~~deconsolidation of ~~our senior notes. This was~~MGP, partially offset by an increase in the ~~average~~ debt outstanding under ~~our~~MGM China’s revolving credit ~~facilities~~facilities. See Note 7 to the accompanying consolidated financial statements for discussion on long-term debt and ~~an increase in amortization~~see “Liquidity and Capital Resources” for discussion on issuances and repayments of long-term debt ~~issuance costs.~~ ~~Capitalized interest~~and other sources and uses of cash.

Other, net

Other expense, net was ~~$29~~$14 million and ~~$78~~$49 million ~~during~~for the three months ended September 30, 2022 and 2021, respectively. The current year and prior year quarters included a net unrealized loss on equity instruments of $20 million and $48 million, respectively.

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

Income Taxes

Our effective income tax rate was a benefit of 10.6% on loss before income taxes and a provision of 43.8% on income before income taxes for the three and nine months ended September 30, ~~2017,~~2022, respectively, compared to ~~$33 million~~a provision of 17.4% and ~~$88 million during~~16.9% on income before income taxes for the three and nine months ended September 30, ~~2016, respectively~~. 2021, respectively.

The ~~decrease in capitalized interest in both~~effective rate for the three months ended September 30, 2022 was unfavorably impacted by losses in Macau that we could not benefit and ~~nine month periods was due primarily to~~an increase in state deferred tax liabilities resulting from the ~~substantial completion~~issuance of ~~MGM National Harbor in December 2016,~~income tax regulations by the state of New Jersey, partially offset by a decrease in Macau deferred tax liabilities resulting from an ~~increase related~~extension of the exemption from the Macau 12% complementary tax to the ~~MGM Cotai and MGM Springfield projects during~~end of the ~~first~~year.

The effective rate for the nine months ended September 30, 2022 was unfavorably impacted by losses in Macau that we could not benefit and the increase in state deferred tax liabilities as a result of ~~2017.~~

~~Non-operating Items~~the New Jersey income tax regulation issuance, partially offset by the decrease in Macau deferred tax liabilities resulting from ~~Unconsolidated Affiliates~~

~~Non-operating expense~~the extension of the exemption from ~~unconsolidated affiliates decreased~~the Macau 12% complementary tax to the end of the year, the impact of the reassessment of the useful life of the MGM Grand Paradise gaming subconcession, and the impact of a decrease in state deferred tax liabilities as a result of the VICI Transaction.

The effective rates for the three and nine months ended September 30, ~~2017 compared~~2021 were favorably impacted by tax expense recorded on the "Gain on consolidation of CityCenter, net", at an approximately 12% effective rate due to the ~~same period~~presence of goodwill, and were unfavorably impacted by losses in Macau that we could not benefit, partially offset by the ~~prior year due primarily to~~release of tax reserves in conjunction with the ~~acquisition of Borgata on August 1, 2016, at which time the~~

~~subsidiary operating Borgata became a consolidated subsidiary of our company. Prior to the acquisition, we held a 50% ownership interest in Borgata, which was accounted for under the equity method.~~

~~Other, net~~

~~Other expenses for the three months ended September 30, 2017 were primarily comprised~~closure of a ~~$30 million loss incurred~~New Jersey state income tax audit.

Reportable segment GAAP measure

“Adjusted Property EBITDAR” is our reportable segment GAAP measure, which we utilize as the primary profit measure for our reportable segments and underlying operating segments. Adjusted Property EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, gain on ~~the early retirement~~REIT transactions, net, rent expense related to triple-net operating leases and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and also excludes gain on consolidation of ~~debt~~CityCenter, net, gain related to CityCenter’s sale of Harmon land recorded within income from unconsolidated affiliates, corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the ~~$475 million principal amount~~master lease with MGP that eliminated in consolidation. We manage capital allocation, tax planning, stock compensation, and financing decisions at the corporate level. “Adjusted Property EBITDAR margin” is Adjusted Property EBITDAR divided by related segment net revenues.

Non-GAAP measures

“Same-Store Adjusted Property EBITDAR” is Adjusted Property EBITDAR further adjusted to exclude the Adjusted Property EBITDAR of acquired operating segments from the date of acquisition through the end of the reporting period. Accordingly, we have excluded the Adjusted Property EBITDAR of The Cosmopolitan for periods subsequent to its acquisition on May 17, 2022 and Aria for periods subsequent to its acquisition on September 27, 2021 in Same-Store Adjusted Property EBITDAR for the periods indicated.

Same-Store Adjusted Property EBITDAR is a non-GAAP measure and is presented solely as a supplemental disclosure to reported GAAP measures because management believes this measure is useful in providing meaningful period-to-period comparisons of the results of our ~~11.375% senior notes due 2018. Other expenses~~operations for operating segments that were consolidated for the ~~three months ended September 30, 2016 were primarily comprised~~full period presented to assist users of the financial statements in reviewing operating performance over time. Same-Store Adjusted Property EBITDAR should not be viewed as a ~~$16 million loss~~measure of overall operating performance, considered in isolation, or as an alternative to our reportable segment GAAP measure or net income, or as an alternative to any other measure determined in accordance with generally accepted accounting principles, because this measure is not presented on ~~the early retirement of debt related to the previously outstanding $743 million 7.625% senior notes due 2017. Other expenses~~a GAAP basis, and is provided for the ~~nine months ended September 30, 2017 were primarily comprised of~~limited purposes discussed herein. In addition, Same-Store Adjusted Property EBITDAR may not be defined in the $30 million loss incurred on the early retirement of debt discussed above. Other expenses for the nine months ended September 30, 2016 were primarily comprised of the $16 million loss on retirement of debt discussed above, as wellsame manner by all companies and, as a ~~$49 million loss incurred on the early retirement~~result, may not be comparable to similarly titled non-GAAP financial measures of ~~debt related to the $1.23 billion aggregate principal amount~~other companies, and such differences may be material. A reconciliation of our ~~previously outstanding 7.5% senior notes due 2016 and 10% senior notes due 2016 and our prior senior credit facility, recorded in the second quarter of 2016.~~

~~Income Taxes~~

~~Our effective tax rate for the three months ended September 30, 2017 was a provision of 39.5% compared~~reportable segment Adjusted Property EBITDAR GAAP measure to a benefit of 8.7% in the prior year quarter, resulting in income tax provision of $115 million compared to income tax benefit of $45 million in the prior year quarter. Our effective tax rate for the nine months ended September 30, 2017 was a provision of 27.3% compared to a benefit of 1.3% in the prior year period, resulting in income tax provision of $252 million in the current year period compared to income tax benefit of $15 million in the prior year period. The effective tax rate for the three months ended September 30, 2017 was unfavorably impacted by income tax expense of $38 million due to an increase in the valuation allowance against the foreign tax credit deferred tax asset while the prior year quarter was favorably impacted by income tax benefit of $169 million due to a reduction in the valuation allowance against the foreign tax credit deferred tax asset, partially offset by $36 million of income tax expense attributable to the remeasurement of Macau deferred tax liabilities resulting from a change in assumption concerning renewal of the exemption from the Macau complementary tax on gaming profits. The nine months ended September 30, 2016 were also favorably impacted by income tax benefit of $77 million due to a net reduction in the valuation allowance against the foreign tax credit deferred tax asset. The annual effective tax rate calculation for all periodsSame-Store Adjusted Property EBITDAR is impacted by assumptions made regarding projected foreign tax credit usage and valuation allowance. See Note 2 in the accompanying consolidated financial statements for further discussion of these assumptions.

~~Non-GAAP Measures~~

included herein.

“Adjusted ~~EBITDA”~~EBITDAR” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, ~~NV Energy exit expense,~~property transactions, net, gain on ~~Borgata transaction, goodwill impairment charges, and property~~REIT transactions, ~~net. “Adjusted Property EBITDA” is Adjusted EBITDA before corporate expense and stock compensation~~net, gain on consolidation of CityCenter, net, rent expense related to ~~the MGM Resorts~~triple-net operating leases and ~~MGP stock compensation plans, which are not allocated to each property. MGM China recognizes stock compensation expense~~ground leases, gain related to ~~its stock compensation plan which is included in the calculation~~CityCenter’s sale of ~~Adjusted EBITDA for MGM China. “Same-store Adjusted Property EBITDA” is Adjusted Property EBITDA~~Harmon land recorded within income from unconsolidated affiliates, and income from unconsolidated affiliates related to investments in real estate ventures.

Adjusted EBITDAR information is a non-GAAP measure that is a valuation metric, should not be used as an operating ~~resorts which were consolidated by the Company for both the entire current~~metric, and ~~prior year periods presented. Adjusted EBITDA information~~ is presented solely as a supplemental disclosure to reported GAAP measures because ~~management believes these measures are 1)~~we believe this measure is widely used ~~measures of operating performance in the gaming industry,~~by analysts, lenders, financial institutions, and 2)investors as a principal basis for the valuation of gaming companies. We present Adjusted Property EBITDA on a “same-store” basis as supplemental information because management believes that providing performance measures on a “same-store” basis is useful for evaluating the period-to-period performance of our domestic casino resorts.

We believe that while items excluded from Adjusted ~~EBITDA, Adjusted Property EBITDA and Same-store Adjusted Property EBITDA~~EBITDAR may be recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current

results and ~~trends compared to other periods because these items can vary significantly depending on specific underlying transactions or events that may not be comparable between the periods being presented.~~trends. Also, we believe excluded items may not relate specifically to current ~~operating~~ trends or be indicative of future results. For example, preopening and start-up expenses will be significantly different in periods when we are developing and constructing a major expansion project and will depend on where the current period lies within the development cycle, as well as the size and scope of the project(s). Property transactions, net includes normal recurring disposals, gains and losses on sales of assets related to specific assets within our resorts, but also includes gains or losses on sales of an entire operating resort or a group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which may not be comparable period over period. In addition, management excludes rent expense related to triple-net operating leases and ground leases. Management believes excluding rent expense related to triple-net operating leases and ground leases provides useful information to analysts, lenders, financial institutions, and investors when valuing the Company, as well as comparing the Company’s results to other gaming companies, without regard to differences in capital ~~allocation, tax planning, financing~~structure and ~~stock compensation awards are all managed at~~leasing arrangements since the ~~corporate level. Therefore, we use~~operations of other gaming companies may or may not include triple-net operating leases or ground leases. However, as discussed herein, Adjusted ~~Property EBITDA and Same-store Adjusted Property EBITDA as the primary measure of domestic resorts operating performance.~~

~~Adjusted EBITDA, Adjusted Property EBITDA and Same-store Adjusted Property EBITDA~~EBITDAR should not be viewed as a measure of overall operating performance, an indicator of our performance, considered in isolation, or construed as ~~alternatives~~an alternative to operating income or net income, ~~as indicators of our performance;~~ or as ~~alternatives~~an alternative to cash flows from operating activities, as ~~measures~~a measure of ~~liquidity;~~liquidity, or as an alternative to any other measure determined in accordance with generally accepted accounting ~~principles.~~principles because this measure is not presented on a GAAP basis and excludes certain expenses, including the rent expense related to our triple-net operating leases and ground leases, and is provided for the limited purposes discussed herein. In addition, other companies in the gaming and hospitality industries that report Adjusted EBITDAR may calculate Adjusted EBITDAR in a different manner and such differences may be material. We have significant uses of cash flows, including capital expenditures, interest payments, taxes, real estate triple-net lease and ground lease payments, and debt principal repayments, which are not reflected in Adjusted ~~EBITDA,~~EBITDAR. A reconciliation of GAAP net income (loss) to Adjusted Property EBITDA or Same-store Adjusted Property EBITDA. Also, other companies in the gaming and hospitality industries that report Adjusted EBITDA, Adjusted Property EBITDA or Same-store Adjusted Property EBITDA information may calculate Adjusted EBITDA, Adjusted Property EBITDA or Same-store Adjusted Property EBITDA in a different manner.

EBITDAR is included herein.

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

EBITDAR:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

(In thousands)

Net income attributable to MGM Resorts International
$
149,115

$
535,619

$
566,573

$
1,076,771

Plus: Net income attributable to noncontrolling interests

27,381

25,641

104,552

90,185

Net income

176,496

561,260

671,125

1,166,956

Provision (benefit) for income taxes

115,115

(44,995
)

251,551

(15,205
)
Income before income taxes

291,611

516,265

922,676

1,151,751

Non-operating (income) expense

Interest expense, net of amounts capitalized

163,287

168,048

511,404

533,069

Non-operating items from unconsolidated affiliates

8,825

11,132

26,302

45,229

Other, net

30,138

17,310

31,706

67,715

202,250

196,490

569,412

646,013

Operating income

493,861

712,755

1,492,088

1,797,764

NV Energy exit expense

—

139,335

(40,629
)

139,335

Preopening and start-up expenses

29,349

31,660

65,508

78,444

Property transactions, net

7,711

(1,268
)

22,650

4,717

Gain on Borgata transaction

—

(429,778
)

—

(429,778
)
Depreciation and amortization

249,600

209,737

744,123

616,475

Adjusted EBITDA
$
780,521

$
662,441

$
2,283,740

$
2,206,957


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(In thousands)
Net income (loss) attributable to MGM Resorts International	$	(576,830)	$	1,350,433	$	1,189,091	$	1,123,357
Plus: Net loss attributable to noncontrolling interests	(484,257)		(12,497)		(662,346)		(31,055)
Net income (loss)	(1,061,087)		1,337,936		526,745		1,092,302
Provision (benefit) for income taxes	(125,367)		282,135		411,131		222,263
Income (loss) before income taxes	(1,186,454)		1,620,071		937,876		1,314,565
Non-operating (income) expense:
Interest expense, net of amounts capitalized	125,172		200,049		457,822		598,116
Non-operating items from unconsolidated affiliates	995		23,421		22,248		67,473
Other, net	14,316		49,241		23,322		(70,302)
	140,483		272,711		503,392		595,287
Operating income (loss)	(1,045,971)		1,892,782		1,441,268		1,909,852
Preopening and start-up expenses	396		1,547		1,372		1,642
Property transactions, net	(11,639)		3,677		23,704		842
Depreciation and amortization	1,405,520		279,403		2,060,413		853,579
Gain on REIT transactions, net	—		—		(2,277,747)		—
Gain on consolidation of CityCenter, net	—		(1,562,329)		—		(1,562,329)
Triple-net operating lease and ground lease rent expense	604,193		191,622		1,350,099		570,851
Gain related to sale of Harmon land - unconsolidated affiliate	—		—		—		(49,755)
Income from unconsolidated affiliates related to real estate ventures	(2,690)		(41,669)		(59,162)		(125,007)
Adjusted EBITDAR	$	949,809			$	2,539,947

Guarantor Financial Information

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

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

The summarized financial information of us and our guarantor subsidiaries, on a combined basis, is presented below. Prior to the VICI Transaction, certain of our guarantor subsidiaries owned MGP OP units which were accounted for under the equity method and is reflected as such within the summarized financial information. Certain of our guarantor subsidiaries accounted for the MGP master lease as an operating ~~income (loss)~~lease with the operating lease liabilities, operating lease ROU assets, and related rent expense reflected within the summarized financial information. Additionally, assets held for sale and liabilities related to ~~Adjusted Property EBITDA~~assets held for sale associated with The Mirage and ~~Adjusted EBITDA:~~

Gold Strike Tunica are included within current assets and other current liabilities, respectively, within the summarized financial information.

Three Months Ended September 30, 2017

NV Energy

Preopening

Property

Depreciation

Operating

Exit

and Start-up

Transactions,

and

Adjusted

Income (Loss)

Expense

Expenses

Net

Amortization

EBITDA

(In thousands)

Bellagio

$
131,413

$
—

$
—

$
722

$
24,896

$
157,031

MGM Grand Las Vegas

68,117

—

(1
)

393

17,338

85,847

Mandalay Bay

62,325

—

—

271

21,371

83,967

The Mirage

36,018

—

—

96

10,133

46,247

Luxor

27,249

—

—

308

9,373

36,930

New York-New York

29,043

—

(154
)

122

6,741

35,752

Excalibur

28,395

—

—

161

4,520

33,076

Monte Carlo

(5,792
)

—

1,855

4,013

9,344

9,420

Circus Circus Las Vegas

21,276

—

2

30

4,235

25,543

MGM Grand Detroit

36,704

—

—

—

5,608

42,312

Beau Rivage

20,719

—

—

355

6,326

27,400

Gold Strike Tunica

11,494

—

—

—

2,268

13,762

Borgata

61,289

—

153

91

17,320

78,853

MGM National Harbor

17,811

—

24

—

19,614

37,449

Domestic resorts

546,061

—

1,879

6,562

159,087

713,589

MGM China

34,855

—

22,030

876

60,476

118,237

Unconsolidated resorts

37,701

—

—

—

—

37,701

Management and other operations

1,952

—

—

—

2,413

4,365

620,569

—

23,909

7,438

221,976

873,892

Stock compensation

(12,099
)

—

—

—

—

(12,099
)
Corporate

(114,609
)

—

5,440

273

27,624

(81,272
)

$
493,861

$
—

$
29,349

$
7,711

$
249,600

$
780,521


	September 30, 2022		December 31, 2021
Balance Sheet	(In thousands)
Current assets	$	7,377,165	$	5,663,171
Investment in MGP OP	—		2,284,222
MGP master lease right-of-use asset, net	—		6,629,140
Other long-term assets	28,644,695		17,025,933
MGP master lease operating lease liabilities – current	—		154,287
Other current liabilities	5,217,031		2,752,185
Intercompany accounts due to non-guarantor subsidiaries	—		16,697
MGP master lease operating lease liabilities – noncurrent	—		7,083,505
Other long-term liabilities	28,162,590		18,472,138


	Nine Months Ended September 30, 2022
Income Statement	(In thousands)
Net revenues	$	7,660,122
MGP master lease rent expense	429,065
Operating income	3,648,032
Income from continuing operations	1,235,266
Net income	602,549
Net income attributable to MGM Resorts International	602,549

Three Months Ended September 30, 2016

Property

Transactions,

NV Energy

Preopening

Net and Gain

Depreciation

Operating

Exit

and Start-up

on Borgata

and

Adjusted

Income (Loss)

Expense

Expenses

Transaction

Amortization

EBITDA

(In thousands)

Bellagio

$
81,805

$
23,815

$
—

$
(150
)

$
21,320

$
126,790

MGM Grand Las Vegas

39,251

25,365

—

623

17,521

82,760

Mandalay Bay

26,641

29,123

223

797

22,512

79,296

The Mirage

14,438

13,813

—

16

9,799

38,066

Luxor

8,827

11,594

181

151

8,932

29,685

New York-New York

17,983

7,439

105

79

4,668

30,274

Excalibur

13,366

9,083

—

618

4,009

27,076

Monte Carlo

3,937

8,409

363

54

6,001

18,764

Circus Circus Las Vegas

4,923

10,694

—

104

4,049

19,770

MGM Grand Detroit

38,183

—

—

—

5,841

44,024

Beau Rivage

18,822

—

—

3

6,467

25,292

Gold Strike Tunica

9,788

—

—

10

2,484

12,282

Borgata

22,830

—

51

79

13,139

36,099

Domestic resorts

300,794

139,335

923

2,384

126,742

570,178

MGM China

84,304

—

8,298

(1,148
)

58,414

149,868

Unconsolidated resorts

32,496

—

81

—

—

32,577

Management and other operations

(324
)

—

—

—

1,625

1,301

417,270

139,335

9,302

1,236

186,781

753,924

Stock compensation

(11,123
)

—

—

—

—

(11,123
)
Corporate

306,608

—

22,358

(432,282
)

22,956

(80,360
)

$
712,755

$
139,335

$
31,660

$
(431,046
)

$
209,737

$
662,441

Nine Months Ended September 30, 2017

NV Energy

Preopening

Property

Depreciation

Operating

Exit

and Start-up

Transactions,

and

Adjusted

Income (Loss)

Expense

Expenses

Net

Amortization

EBITDA

(In thousands)

Bellagio

$
334,175

$
(6,970
)

$
—

$
845

$
69,041

$
397,091

MGM Grand Las Vegas

206,395

(7,424
)

6

1,237

53,357

253,571

Mandalay Bay

168,070

(8,524
)

—

261

70,549

230,356

The Mirage

121,273

(4,043
)

—

213

29,273

146,716

Luxor

76,151

(3,394
)

—

1,472

28,416

102,645

New York-New York

82,488

(2,025
)

(162
)

305

22,282

102,888

Excalibur

79,457

(2,658
)

—

419

13,309

90,527

Monte Carlo

943

(2,461
)

2,904

14,003

33,269

48,658

Circus Circus Las Vegas

47,258

(3,130
)

452

765

12,395

57,740

MGM Grand Detroit

115,248

—

—

—

17,081

132,329

Beau Rivage

50,317

—

—

360

18,315

68,992

Gold Strike Tunica

34,890

—

—

(22
)

6,881

41,749

Borgata

180,266

—

1,430

1,311

56,188

239,195

MGM National Harbor

46,410

—

251

—

59,908

106,569

Domestic resorts

1,543,341

(40,629
)

4,881

21,169

490,264

2,019,026

MGM China

151,084

—

45,188

1,208

180,059

377,539

Unconsolidated resorts

117,987

—

—

—

—

117,987

Management and other operations

18,373

—

—

—

6,005

24,378

1,830,785

(40,629
)

50,069

22,377

676,328

2,538,930

Stock compensation

(37,508
)

—

—

—

—

(37,508
)
Corporate

(301,189
)

—

15,439

273

67,795

(217,682
)

$
1,492,088

$
(40,629
)

$
65,508

$
22,650

$
744,123

$
2,283,740

Nine Months Ended September 30, 2016

Property

Transactions,

NV Energy

Preopening

Net and Gain

Depreciation

Operating

Exit

and Start-up

on Borgata

and

Adjusted

Income (Loss)

Expense

Expenses

Transaction

Amortization

EBITDA

(In thousands)

Bellagio

$
271,058

$
23,815

$
—

$
(89
)

$
66,195

$
360,979

MGM Grand Las Vegas

180,806

25,365

—

1,123

53,849

261,143

Mandalay Bay

102,125

29,123

252

1,955

67,166

200,621

The Mirage

68,564

13,813

—

(397
)

30,264

112,244

Luxor

39,873

11,594

1,625

524

27,514

81,130

New York-New York

68,476

7,439

477

179

15,084

91,655

Excalibur

51,076

9,083

—

3,587

12,161

75,907

Monte Carlo

30,208

8,409

508

206

22,553

61,884

Circus Circus Las Vegas

23,211

10,694

—

234

12,096

46,235

MGM Grand Detroit

110,029

—

—

—

17,827

127,856

Beau Rivage

56,472

—

—

(59
)

19,714

76,127

Gold Strike Tunica

30,892

—

—

103

7,317

38,312

Borgata

22,830

—

51

79

13,139

36,099

Domestic resorts

1,055,620

139,335

2,913

7,445

364,879

1,570,192

MGM China

183,209

—

20,746

123

179,109

383,187

Unconsolidated resorts

492,420

—

3,168

—

—

495,588

Management and other operations

3,261

—

1,150

—

5,377

9,788

1,734,510

139,335

27,977

7,568

549,365

2,458,755

Stock compensation

(31,432
)

—

—

—

—

(31,432
)
Corporate

94,686

—

50,467

(432,629
)

67,110

(220,366
)

$
1,797,764

$
139,335

$
78,444

$
(425,061
)

$
616,475

$
2,206,957

Liquidity and Capital Resources

Cash Flows

~~Our cash and cash equivalents at September 30, 2017 were $2.0 billion, which included $336 million at MGM China and $1.1 billion at MGP.~~

Operating activities. Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, and tax payments or ~~refunds, and by distributions from unconsolidated affiliates.~~refunds. Cash provided by operating activities was ~~$1.5~~$1.3 billion ~~for~~in the nine months ended September 30, ~~2017~~2022 compared to ~~cash provided by operating activities of $1.0 billion~~$887 million in the prior year period. ~~Operating cash flows increased in~~The change from the ~~current~~prior year period was due primarily to anthe increase in ~~operating income~~Adjusted Property EBITDAR at our ~~domestic resorts~~Las Vegas Strip Resorts and Regional Operations discussed within the Results of Operations section above, and a decrease in cash paid for interest, partially offset by ~~a decrease in operating income at MGM China and~~ an increase in ~~income taxes paid.~~

triple-net lease rent payments.

Investing activities. We made capital expenditures of $1.4 billion for the nine months ended September 30, 2017, of which $744 million related to MGM China, excluding development fees and capitalized interest on development fees eliminated in consolidation. Capital expenditures at MGM China included $711 million related to the construction of MGM Cotai and $33 million related to projects at MGM Macau. Capital expenditures at our domestic resorts and corporate entities of $654 million included $170 million related to MGM National Harbor, $172 million related to the construction of MGM Springfield, and $128 million related to the Monte Carlo rebranding as well as various room remodels, construction of the parking garage at Excalibur, a waterpark at Circus Circus, and restaurant and entertainment venue remodels. Most of the costs capitalized at our domestic resorts during the nine months ended September 30, 2017 related to construction materials, furniture and fixtures, and external labor costs.

We made capital expenditures of $1.6 billion for the nine months ended September 30, 2016, of which $712 million related to MGM China, excluding development fees and capitalized interest on development fees eliminated in consolidation. Capital expenditures at MGM China included $686 million related to the construction of MGM Cotai and $27 million related to projects at MGM Macau. Capital expenditures at our domestic resorts and corporate entities of $878 million included $557 million related to the construction of MGM National Harbor, $71 million related to the construction of MGM Springfield and $34 million related to the construction of The Park, as well as various room remodels including the tower rooms at Mandalay Bay, construction of additional

exhibit space at the Mandalay Bay Convention Center, and restaurant and entertainment venue remodels. Most of the costs capitalized at our domestic resorts related to construction materials, furniture and fixtures, and external labor costs.

Distributions from unconsolidated affiliates for the nine months ended September 30, 2017 consisted of our $300 million share of a $600 million dividend paid by CityCenter in April 2017. Distributions from unconsolidated affiliates for the nine months ended September 30, 2016 primarily related to a $540 million distribution paid by CityCenter in May 2016.

During the nine months ended September 30, 2016, we received $15 million of proceeds related to the partial disposition of our investment in the Las Vegas Arena Company, LLC, and we paid approximately $594 million and acquired cash of approximately $43 million in connection with the acquisition of Boyd Gaming’s ownership interest in Borgata.

~~Financing activities~~. In the nine months ended September 30, 2017, we borrowed net debt of $466 million which primarily consisted of a $300 million draw on our senior credit facility, a $334 million draw on the MGM China credit facility, and a $28 million draw on the MGM National Harbor credit facility, as well as MGP’s issuance of $350 million 4.50% senior notes due 2028 in connection with the MGM National Harbor transaction, partially offset by the redemption of our $475 million 11.375% senior notes at a premium, as well as amortization payments on our term loan facilities. We paid $10 million of debt issuance costs related to the issuance of MGP’s senior notes and the amendments to the MGM China and MGP credit facilities.

In the nine months ended September 30, 2016, we repaid net debt of $493 million. In April 2016, in connection with the MGP IPO and related financing transactions we permanently repaid $2.7 billion under our prior senior credit facility and entered into an amended and restated senior credit facility under which we borrowed $250 million, and the Operating Partnership borrowed $2.2 billion under its senior credit facility. In addition, MGM National Harbor borrowed $425 million under its credit facility, MGM China borrowed $206 million under its revolving credit facility, and we permanently repaid $584 million under Borgata’s credit facility. The following senior notes were issued during the nine months of 2016:

~~$500 million 4.625% senior notes, due 2026 issued by us;~~

~~$500 million 4.50% senior notes, due 2026 issued by the Operating Partnership; and~~

~~$1.05 billion 5.625% senior notes, due 2024 issued by the Operating Partnership.~~

~~We redeemed the following senior notes during the nine months of 2016:~~

~~$743 million 7.625% senior notes, due 2017 at a premium;~~

~~$732.7 million 7.50% senior notes, due 2016 at a premium;~~

~~$500 million 10% senior notes, due 2016 at a premium; and~~

~~$242.9 million 6.875% senior notes in April 2016 at maturity.~~

Additionally, we paid $138 million of debt issuance costs related to the senior notes issued in August 2016, the MGP financing transactions, the MGM National Harbor credit facility and the February 2016 amendment to the MGM China credit facility.

In September 2017, MGP received net proceeds of $388 million from a secondary offering of its Class A shares issued in connection with the MGM National Harbor transaction and during the nine months ended September 30, 2016, MGP received net proceeds of $1.1 billion in connection with the MGP IPO in April 2016. In August 2016 we also paid $100 million as part of the consideration for the purchase of an additional 188.1 million common shares of our MGM China subsidiary.

In the nine months ended September 30, 2017, we paid $190 million of dividends to our common shareholders, MGP distributed $67 million to noncontrolling interests and MGM China distributed $59 million to noncontrolling interests. In the nine months ended September 30, 2016, MGP distributed $15 million to noncontrolling interests and MGM China distributed $51 million to noncontrolling interests.

~~In September 2017, we repurchased and retired $328 million of our common stock pursuant to our stock repurchase plan.~~

~~Other Factors Affecting Liquidity~~

~~Anticipated uses of cash.~~ We have significant outstanding debt and contractual obligations in addition to planned capital expenditures. At September 30, 2017, we had $13.6 billion in principal amount of indebtedness, including $541 million of borrowings outstanding under our $1.5 billion senior credit facility, $2.1 billion outstanding under the $2.7 billion MGP senior credit facility, $2.3 billion outstanding under the $3.0 billion MGM China credit facility and $478 million outstanding under the $525 million MGM National Harbor credit facility. In October 2017, the total borrowings outstanding under the MGM National Harbor credit facility were repaid in connection with the MGM National Harbor transaction. We have an estimated $713 million of cash interest payments based on current outstanding debt and applicable interest rates within the next twelve months. We expect to meet our debt maturities and

~~planned capital expenditure requirements with future anticipated operating~~ Our investing cash flows ~~cash and cash equivalents, and available borrowings under our credit facilities.~~

~~In addition, we have made significant investments through September 30, 2017 and we expect~~can fluctuate significantly from year to make capital investments as described below during the fourth quarter of 2017. See “Executive Overview” for further information regarding the scope and timing of our significant development projects.

~~Approximately $235 million in capital expenditures at our domestic resorts and corporate entities, excluding MGM Springfield; and~~

~~Approximately $105 million in capital expenditures related to the MGM Springfield project.~~

During the fourth quarter of 2017, MGM China expects to spend approximately $20 million in capital improvements at MGM Macau and $255 million on the MGM Cotai project, excluding capitalized interest and land-related costs.

~~Our capital expenditures fluctuate~~year depending on our decisions with respect to strategic capital investments in new or existing resorts, business acquisitions or dispositions, and the timing of maintenance capital ~~investments~~expenditures to maintain the quality of our resorts. Capital expenditures related to regular investments in our existing resorts ~~the amounts of which~~ can also vary depending on timing of larger remodel projects related to our public spaces and hotel rooms. ~~Future~~

Cash provided by investing activities was $1.6 billion in the nine months ended September 30, 2022 compared to $1.7 billion in the prior year period. In the nine months ended September 30, 2022, we received $4.4 billion in net cash proceeds related to the VICI Transaction, which were partially offset by cash paid of $1.6 billion to acquire The Cosmopolitan, net of cash acquired, cash paid of $280 million in connection with the LeoVegas tender offer, net of cash acquired, cash paid of $183 million to acquire shares of LeoVegas in the open market during the tender offer period, payments of $457 million in capital expenditures, ~~could vary~~as further discussed below, and contributions of $200 million to our unconsolidated affiliate, BetMGM. In comparison, in the prior year period we received $3.9 billion in net cash proceeds from the sale of the real estate of Aria and Vdara, which were partially offset by our ~~current expectations depending on~~payments of $1.8 billion to acquire CityCenter, net of cash acquired, $322 million in capital expenditures, as further discussed below, and contributions of $150 million to BetMGM.

Capital Expenditures

We made capital expenditures of $457 million in the ~~progress~~nine months ended September 30, 2022, of which $23 million related to MGM China. Capital expenditures at our Las Vegas Strip Resorts, Regional Operations and corporate and other entities of $434 million primarily relate to expenditures in information technology and room remodels.

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

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

Borrowings and Repayments of Long-term Debt

During the nine months ended September 30, 2022, we had net repayments of debt of $63 million, which consisted of the repayment of $1.0 billion of aggregate principal amount of our 7.75% senior notes due 2022, partially offset by net draws of $40 million on MGP OP’s revolving credit facility, net borrowings of $884 million on MGM China’s first revolving credit facility and borrowings of $13 million on MGM China’s second revolving credit facility. MGM China’s borrowings were made to fund an increase in ~~future developments.~~

share capital of MGM ~~Resorts International dividend.~~ Grand Paradise pursuant to the capital requirements under the new Macau gaming law and for general corporate purposes.

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

Dividends, Distributions to Noncontrolling Interest Owners, and Share Repurchases

During the nine months ended September 30, 2022, we repurchased and retired $2.4 billion of our common stock pursuant to our February 2020 $3.0 billion and March 2022 $2.0 billion stock repurchase plans. In connection with those repurchases, the February 2020 $3.0 billion stock repurchase plan was completed. The remaining availability under the March 2022 $2.0 billion stock repurchase plan was $827 million as of September 30, 2022.

In March, June, and September 2022 and 2021, we paid dividends of $0.0025 per share, totaling $3 million and $4 million paid during the nine months ended September 30, 2022 and 2021, respectively.

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

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

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

Other Factors Affecting Liquidity and Anticipated Uses of Cash

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

As of September 30, 2022, we had cash and cash equivalents of $5.3 billion, of which MGM China held $875 million. In addition to our cash and cash equivalent balance, we have an approximate 56% interest in MGM China.

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

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

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

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

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

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

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

On November ~~7, 2017,~~2, 2022, our Board of Directors approved a quarterly dividend of $0.0025 per share. The dividend will be payable on December 15, 2022 to holders of record on December ~~11, 2017~~9, 2022. Future determinations regarding the declaration and payment of ~~$0.11 per share, totaling $62 million, which~~dividends, if any, will be ~~paid~~at the discretion of our board of directors and will depend on ~~December 15, 2017.~~

~~MGP distributions.~~ ~~On September 15, 2017, MGP’s Board~~then-existing conditions, including our results of Directors declared a quarterly dividend of $0.3950 per Class A share totaling $28 million, which was paid on October 13, 2017 to holders of record on September 29, 2017. We concurrently received a $73 million distribution attributable to our ownership of Operating Partnership units, which remained within the consolidated entity.

~~MGM Resorts International stock repurchase program.~~ ~~In September 2017,~~operations, financial condition, and other factors that our Board of Directors ~~authorized~~may deem relevant.

As previously discussed, the COVID-19 pandemic caused significant economic disruption both globally and in the United States, and impacted our business, financial condition, results of operations and cash flows since the onset of the pandemic, which continued in 2022. As a ~~$1.0 billion stock repurchase program, under~~result of the widespread distribution of vaccines and the removal of operational restrictions, we have seen economic recovery in some of the market segments in which we ~~may repurchase shares from time~~operate, as shown in our Summary Operating Results. However, some areas continue to ~~time~~experience renewed outbreaks and surges in infection rates, resulting in the ~~open market~~imposition of operational restrictions, such as the temporary re-closure of our properties in Macau in July 2022 due to an increase in the number of local COVID-19 cases. As a result, our business segments continue to face many uncertainties and our operations remain vulnerable to reversal of these trends or ~~in privately negotiated agreements. The timing, volume and nature of stock repurchases~~other continuing negative effects caused by the pandemic. We cannot predict the degree, or duration, to which our operations will be ataffected by the ~~sole discretion of management, dependent on market conditions, applicable securities laws,~~COVID-19 pandemic, and ~~other factors, and may~~the effects could be ~~suspended or discontinued at any time. Repurchased shares are retired. The remaining availability under the stock repurchase program was approximately $672 million as of September 30, 2017.~~

material.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Form 10-K for the fiscal year ended December 31, ~~2016.~~2021. There have been no significant changes in our critical accounting policies and estimates since year end, ~~except~~other than discussed below.

Long-lived assets valuation - MGM Grand Paradise gaming subconcession

In connection with the enactment of the new Macau gaming law in June 2022 that provides for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration and has material changes to the rights and obligation provided for under new gaming concessions to be awarded in the upcoming public tender, we determined that MGM Grand Paradise’s existing gaming subconcession and new gaming concession, if obtained, would be two separate units of account.

Further, as ~~follows:~~

~~On January 1, 2017,~~the material changes in the legal and regulatory environment could have an adverse effect on the value of MGM Grand Paradise’s existing gaming subconcession, we ~~early adopted ASU 2017-04 “Intangibles – Goodwill~~concluded that a trigger event had occurred in June 2022 for the MGM China asset group. The gaming subconcession is an entity-wide asset of MGM China as the benefit of the right to conduct gaming provided by the gaming subconcession is shared by each of MGM China’s casino resorts and ~~Other (Topic 350): Simplifying~~ the ~~Test~~cash flows generated by the gaming subconcession cannot be separated from the casino resorts in which gaming operations are conducted. We determined that the real estate is the primary asset of the asset group as the real estate component generates a significant portion of the entity’s cash flows through gaming operations conducted at its casino resorts. Accordingly, cash flows were projected over the remaining useful life of the real estate, including cash flows from gaming operations as we believe we will be successful in obtaining a gaming concession in future public tenders. The estimated undiscounted cash flows of the asset group significantly exceeded the carrying value; accordingly, no impairment was indicated.

There are several estimates inherent in evaluating the gaming subconcession asset for ~~Goodwill Impairment” (“ASU 2017-04”).~~impairment. The determination of the asset group to be tested for recoverability and the primary asset of the asset group are matters of judgment as it is dependent on corporate structure, the legal and regulatory environment in which the entity operates, and the level of interdependency between assets used in revenue generating activities. The determination of the primary asset directly affects the period over which cash flows are forecasted when performing the recoverability test. In ~~accordance with ASU 2017-04, we perform~~particular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our ~~annual goodwill~~estimates. In addition, the determination of undiscounted cash flows used in the impairment tests ~~(and interim tests if any~~ are highly judgmental and dependent in large part on expectations of land concession renewals and successfully obtaining a gaming concession in connection with future public tenders.

Additionally, we reassessed the useful life of the existing gaming subconcession intangible asset and, given the new gaming law and the resulting changes described above, we determined that the useful life would no longer be based on the initial term of the MGM Cotai land concession that ends in January 2038, and that the new useful life is consistent with the remaining contractual term of the existing gaming subconcession, which ends on December 31, 2022. Accordingly, amortization of the MGM Grand Paradise gaming subconcession will be recognized on a straight-line basis over its reduced useful life, thereby accelerating the recognition of amortization within our statements of operations.

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

Goodwill valuation

We continue to conclude, as of September 30, 2022, that it is more-likely-than-not that the fair value of our reporting units ~~with~~exceed their carrying value and, accordingly, an interim quantitative impairment ~~charge,~~review of goodwill was not triggered. However, management makes significant judgments and estimates as part of these analyses. For MGM Macau, if ~~any, will be recognized for~~ the ~~amount by which~~property continues to face closures, if its operations do not recover from the impacts of COVID-19 in the forecasted time period, if we are not successful in obtaining a gaming concession in connection with future public tenders, or if our obligations under the new gaming concession exceed those forecasted, it could cause the carrying value ~~exceeds~~of the reporting ~~unit’s~~unit to exceed its fair value in future periods, potentially resulting in an impairment charge. For Empire City, if we are not successful in obtaining a commercial gaming license, if the costs to obtain the license, develop, and construct a full-scale commercial gaming facility increase from our current expectations, or if we do not realize our forecasted cash flows for the expanded facility, it could cause the carrying value of the reporting unit to exceed its fair value in future periods, potentially resulting in an impairment charge. In addition, the ~~total amount~~determination of ~~goodwill allocated to that reporting unit.~~

multiples, control premiums, and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions and entity performance.

Market Risk

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

The Operating Partnership has entered into interest rate swap agreements to mitigate the interest rate risk inherent in its senior secured term loan B facility. These interest rate swaps are designated as cash flow hedges and had the following terms as of September 30, 2017:

~~$500 million notional value, pay weighted average pay fixed rate of 1.76%, receive variable rate resetting monthly to one-month LIBOR, maturing November 30, 2021; and~~

positions.

~~$700 million notional value, pay weighted average pay fixed rate of 1.90%, receive variable rate resetting monthly to one-month LIBOR, maturing November 30, 2021.~~

As of September 30, ~~2017,~~2022, variable rate borrowings represented ~~31%~~approximately 16% of our total borrowings after giving effect to the $1.2 billion notional amount of Operating Partnership interest rate swaps discussed above. Assuming a 100 basis-point increase in LIBOR (after giving effect to the $1.2 billion notional amount of Operating Partnership interest rate swaps discussed above), our annual interest cost would increase by $19 million based on gross amounts outstanding at September 30, 2017. Assuming a 100 basis-point increase in HIBOR for the MGM China credit facility, our annual interest cost would increase by $23 million based on amounts outstanding at September 30, 2017.borrowings. The following table provides additional information about our gross long-term debt subject to changes in interest rates ~~excluding the effect of the Operating Partnership interest rate swaps discussed above:~~

																						Fair Value
	Debt maturing in																					September 30,			Debt maturing in																					Fair Value September 30, 2022
	2017			2018			2019			2020			2021			Thereafter			Total			2017			2022			2023			2024			2025			2026			Thereafter			Total			Fair Value September 30, 2022
	(In millions)																								(In millions)
Fixed-rate	$	—		$	—		$	850		$	1,500		$	1,250		$	4,653		$	8,253		$	9,017	Fixed-rate	$	—		$	1,250		$	750		$	1,925		$	1,150		$	2,175		$	7,250		$	6,466
Average interest rate	N/A			N/A				8.6	%		6.3	%		6.6	%		5.9	%		6.3	%			Average interest rate	N/A			6.0		%	5.4		%	6.0		%	5.4		%	5.0		%	5.5		%
Variable rate	$	94		$	841		$	1,470		$	81		$	1,140		$	1,744		$	5,370		$	5,374	Variable rate	$	102		$	—		$	1,255		$	—		$	—		$	—		$	1,357		$	1,357
Average interest rate		3.0	%		2.9	%		2.8	%		3.6	%		3.6	%		3.5	%		3.2	%			Average interest rate	5.7		%	N/A			5.2		%	N/A			N/A			N/A			5.3		%

In addition to the risk associated with our variable interest rate debt, we are also exposed to risks related to changes in foreign currency exchange rates, mainly related to MGM China and to our operations at MGM Macau and ~~the development of~~ MGM Cotai. While recent fluctuations in exchange rates have not been significant, potential changes in policy by governments or fluctuations in the economies of the United States, China, Macau or Hong Kong could cause variability in these exchange rates. We cannot ~~ensure~~assure you that the Hong Kong dollar will continue to be pegged to the U.S. dollar or the current peg rate for the Hong Kong dollar will remain at the same level. The possible changes to the peg of the Hong Kong dollar may result in severe fluctuations in the exchange rate thereof. For U.S. dollar denominated debt incurred by MGM China, fluctuations in the exchange rates of the Hong Kong dollar in relation to the U.S. dollar could have adverse effects on our financial position and results of operations. As of September 30, ~~2017,~~2022, a 1% ~~increase in~~weakening of the Hong Kong dollar (the functional currency of MGM China) to the U.S. dollar ~~exchange rate~~ would ~~impact the carrying value~~result in a foreign currency transaction loss of ~~our cash balance by $3~~$28 million ~~and a 1% decrease in the exchange rate would impact the carrying value of our debt balance by $23 million.~~

Cautionary Statement Concerning Forward-Looking Statements

This Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “will,” “may” and similar references to future periods. Examples of forward-looking statements include, but are not limited ~~to,~~to: statements we make regarding ~~expected market growth in Macau,~~the impact of COVID-19 on our business, expectations regarding the impact of macroeconomic trends on the Company’s business, our ability to ~~generate significant cash flow and~~ execute on ongoing and future ~~projects,~~strategic initiatives, including the development of an integrated resort in Japan and investments we make in online sports betting and iGaming, expectations regarding MGM Grand Paradise’s bid for a new concession contract, the closing of The Mirage and Gold Strike Tunica transactions and any benefits expected to be received as a result of those and any other transactions to acquire or sell assets, amounts we will spend inon capital expenditures and investments, ~~the expected opening of strategic resort developments, the estimated costs and components associated with those developments,~~ our expectations with respect to future share repurchases and cash dividends on our common stock, ~~and~~ dividends and distributions we will receive from MGM China, our ability to achieve the ~~Operating Partnership or CityCenter~~benefits of our cost savings initiatives, and amounts projected to be realized as deferred tax assets. The foregoing is not a complete list of all forward-looking statements we make.

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

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

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

•current and future economic, capital and credit market conditions could adversely affect our ability to service ~~or refinance~~ our substantial indebtedness and significant financial commitments, including the fixed components of our rent payments, and to make planned ~~expenditures and investments~~ ~~as well as pursue strategic initiatives~~;

expenditures;

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

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

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

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

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

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

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

•the fact that our ability to pay ongoing regular dividends is subject to the discretion of our board of directors and certain other limitations;

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

•financial, operational, regulatory or other potential challenges that may arise with respect to ~~MGP, as~~landlords under our ~~sole lessor for a significant portion of our business,~~master leases may adversely impair our operations;

the fact that MGP has adopted a policy under which certain transactions with us, including transactions involving consideration in excess of $25 million, must be approved by a conflict committee comprised of independent directors of MGP;

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

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

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

~~our ability to pay ongoing regular dividends is subject to the discretion of our board of directors and certain other limitations;~~

~~our ability to sustain continuous improvements achieved through our Profit Growth Plan and identify new opportunities for improvement in the future;~~

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

the ability of the Macau government to terminate MGM Grand Paradise’s gaming subconcession under certain circumstances without compensating MGM Grand Paradise, or refuse to grant MGM Grand Paradise an extension of the subconcession, which is scheduled to expire on March 31, 2020;

~~our ability to build and open our development in Cotai by January 2018;~~

~~the dependence of MGM Macau upon gaming promoters for a significant portion of gaming revenues in Macau;~~

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

~~changes to fiscal and tax policies;~~

•

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

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

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

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

•the susceptibility of leisure and business travel, especially travel by air, to global geopolitical events, such as terrorist attacks, orother acts of violence, acts of war or hostility ~~and to~~or outbreaks of infectious disease ~~epidemics;~~

(including the COVID-19 pandemic);

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•our ability to recognize our foreign tax credit deferred tax asset and

the variability of the valuation allowance we may apply against such deferred tax asset;

•changes to fiscal and tax policies;

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

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

•the ability of the Macau government to terminate MGM Grand Paradise’s subconcession under certain circumstances without compensating MGM Grand Paradise, exercise its redemption right with respect to the subconcession, or refuse to grant MGM Grand Paradise a new concession on or prior to December 31, 2022; and

•the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM ~~China, which is a publicly traded company listed on the Hong Kong Stock Exchange.~~

China.

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

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

~~Item 3.~~

~~Quantitative and Qualitative Disclosures about Market Risk~~

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

~~Item 4.~~

~~Controls and Procedures~~

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that our disclosure controls and procedures (as ~~such term is~~ defined in Rules ~~13(a)-15(e)~~13a-15(e) and 15d-15(e) under the Securities

Exchange Act of 1934, as amended (“the Exchange Act”)) were effective as of September 30, ~~2017~~2022 to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and regulations and to provide that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures. This conclusion is based on an evaluation as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act conducted under the supervision and participation of the principal executive officer and principal financial officer along with company management.

~~During~~

Changes in Internal Control over Financial Reporting

In making our assessment of changes in internal controls over financial reporting as of September 30, 2022, we have excluded The Cosmopolitan from our assessment because it was acquired in the second quarter of 2022. The Cosmopolitan represented approximately 11% of our total assets at September 30, 2022 and approximately 9% and 5% of our total revenues for the three and nine months ended September 30, ~~2017, there~~2022, respectively. There were no other changes in our internal control over financial reporting during the quarter ended September 30, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. O~~THER~~OTHER INFORMATION

~~Item 1.~~

~~Legal Proceedings~~

~~October 1 litigation.~~ ~~The Company and/or certain~~

Item 1. Legal Proceedings

See discussion of ~~its subsidiaries have been named as defendants~~legal proceedings in ~~a number of lawsuits related to the October 1, 2017 shooting in Las Vegas. The matters involve in large degree the same legal~~Note 10 – Commitments and factual issues, in each case being filed on behalf of individuals who are seeking damages for emotional distress, physical injury, medical expenses, economic damages and/or wrongful death based on assertions that the Company and/or certain of its subsidiaries were negligent. Pending lawsuits were first filed in October 2017 and include two individual actions filed Contingencies in the District Court of Clark County, Nevada and three individual actions and one putative class action filed in the Superior Court of Los Angeles County, California. Additional lawsuits related to this incident may be filed in the future.

We are currently unable to reliably predict the developments in, outcome of, and economic costs and other consequences of pending or future litigation related to this matter. We will continue to investigate the factual and legal defenses, and evaluate these matters based on subsequent events, new information and future circumstances. We intend to defend against these lawsuits and ultimately believe we should prevail, but litigation of this type is inherently unpredictable. Although there are significant procedural, factual and legal issues to be resolved that could significantly affect our belief as to the possibility of liability, we currently believe that it is reasonably possible that we could incur liability in connection with certain of these lawsuits. The foregoing determination was made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of us or any of our affiliates. Given that these cases are in the early stages and in light of the uncertainties surrounding them, we do not currently possess sufficient information to determine a range of reasonably possible liability. In the event we incur any liability, we believe it is unlikely we would incur losses in connection with these claims in excess of our insurance coverage.

~~Securities and derivative litigation.~~ In 2009 various shareholders filed six lawsuits in Nevada federal and state court against the Company and various of its former and current directors and officers alleging federal securities laws violations and/or related breaches of fiduciary duties in connection with statements allegedly made by the defendants during the period August 2007 through the date of such lawsuit filings in 2009 (the “class period”). In general, the lawsuits asserted the same or similar allegations, including that during the relevant period defendants artificially inflated the Company’s common stock price by knowingly making materially false and misleading statements and omissions to the investing public about the Company’saccompanying consolidated financial statements and condition, operations, CityCenter, and the intrinsic value of the Company’s common stock; that these alleged misstatements and omissions thereby enabled certain Company insiders to derive personal profit from the sale of Company common stock to the public; that defendants caused plaintiffs and other shareholders to purchase Company common stock at artificially inflated prices; and that defendants imprudently implemented a share repurchase program to the detriment of the Company. The lawsuits sought unspecified compensatory damages, restitution and disgorgement of alleged profits and/or attorneys’ fees and costs in amounts to be proven at trial, as well as injunctive relief related to corporate governance.

~~The state and federal court derivative actions were dismissed pursuant to defendants’ motions. In November 2009, the U.S. District Court for Nevada consolidated the remaining cases~~ ~~Robert Lowinger v. MGM MIRAGE, et al.~~ ~~(Case No. 2:09-cv-01558-RCL-LRL, filed August 19, 2009) and~~ ~~Khachatur Hovhannisyan v. MGM MIRAGE, et al.~~ ~~(Case No. 2:09-cv-02011-LRH-RJJ, filed October 19, 2009) putative class actions under the caption~~ ~~In re MGM MIRAGE Securities Litigation, Case No. 2:09-cv-01558-GMN-LRL.~~ The consolidated case names the Company and certain former and current directors and officers as defendants and alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. In January 2011, lead plaintiffs filed a consolidated amended complaint, alleging that between August 2, 2007 and March 5, 2009, the Company, its directors and certain of its officers violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder.

In July 2015, the lead plaintiffs and defendants agreed in principle to settle the securities class actions. In August 2015, the lead plaintiffs and defendants entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”). Under the terms of the Settlement Agreement, the claims against the Company and the named former and current directors and officers will be dismissed with prejudice and released in exchange for a $75 million cash payment by the Company’s directors and officers liability insurers.

~~On March 1, 2016, the court entered a Final Judgment and Order of Dismissal with Prejudice (the “Final Judgment”) of the two cases consolidated under~~ ~~In re MGM MIRAGE Securities Litigation~~. Of the thousands of putative class members, only one objected to the adequacy of the settlement. The court entered the Final Judgment over his objection, finding that the settlement was fair, reasonable and adequate to the settlement class in all respects, and dismissed the actions and all released claims with prejudice as to all defendants, and expressly provided that neither the settlement nor associated negotiations and proceedings constitute an admission or evidence of liability, fault or omission by the defendants.

statements.

On March 25, 2016, the sole objector to the adequacy of the settlement filed a Notice of Appeal as to the Final Judgment and related orders entered by the court concerning the plan of settlement distribution and award of attorneys’ fees and expenses to the lead plaintiffs’ counsel. On September 15, 2017, the Ninth Circuit Court of Appeals issued its decision affirming the Final Judgment. Unless the objector files an appeal with the United States Supreme Court, the Ninth Circuit’s decision will become final on December 15, 2017.

~~Environmental proceedings~~.In June 2017, the Clark County Department of Air Quality (the “Department”) issued a Notice of Violation to the Company for alleged violations of the Clark County Air Quality Regulations and permit conditions at several of the Company’s properties on the Las Vegas Strip. In September 2017, the Company reached a settlement with the Department and has agreed to pay $150,000 for such violations (without admitting to any liability or error), $30,000 of which is deferred and will be cancelled if we comply with the settlement and certain other defined violations do not occur during the one year period following the date the Department issues a final permit per the application submitted to the Department on August 21, 2017.

~~Other.~~ We and our subsidiaries are also defendants in various other lawsuits, most of which relate to routine matters incidental to our business. We do not believe that the outcome of such pending litigation, considered in the aggregate, will have a material adverse effect on the Company.

~~Item 1A.~~

~~Risk Factors~~

Item 1A. Risk Factors

A description of certain factors that may affect our future results and risk factors is set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2021. There have been no material changes to those factors ~~for the nine months ended September 30, 2017, except as discussed below.~~

~~Risks Related to Our Business~~

~~Our business may be materially affected by changes to fiscal~~previously disclosed in our 2021 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and ~~tax policies~~. Congress has recently introduced tax reform legislation that would make significant changes to the U.S. Internal Revenue Code. Such changes include a reduction in the corporate tax rate, moving from a worldwide to a territorial systemUse of taxing multi-national companies and limitations on interest expense and other corporate deductions, among other changes. Although we cannot predict what changes, if any, will actually be enacted, any such changes could have a material effect on our business, financial condition, results of operations and cash flows.

~~We are required to obtain an occupation permit for our development in Cotai, Macau by January 8, 2018.~~ As a result of the significant damage caused by Typhoon Hato on August 23, 2017, we decided to seek an extension from the Macau government in the event we are unable to timely complete the procedures required to receive our occupation permit by January 8, 2018. The land concession for our approximately 18 acre site on Cotai, Macau was officially gazetted on January 9, 2013, and therefore, if we do not receive the occupation permit from the government for our proposed resort and casino by January 8, 2018, the Macau government has the right to apply certain monetary penalties, or to unilaterally terminate the land concession contract, in each case unless the deadline is extended or the delay is due to a situation of force majeure. As a result of the significant damage caused by Typhoon Hato, MGM China developed a revised schedule for completing repair works and processing governmental inspections that are necessary for obtaining relevant licenses to operate MGM Cotai. MGM China now anticipates opening MGM Cotai on January 29, 2018, although, MGM China still anticipates that it will be able to receive the occupation permit for the development prior to the January 8, 2018 deadline. MGM China has discussed this revised timeline with the Macau government and has applied for an extension to the January 8 deadline to receive the occupation permit and for the delay to be treated as a situation of force majeure. While we believe the government of Macau would accept our position with respect to any such potential force majeure claim, there can be no assurance that the government would accept our position,that we will be able to otherwise extend the January 8 deadline, or that we will be able to complete the necessary repair work and governmental inspection processes by the times required to timely receive the occupation permit. A loss of the land concession could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The agreements governing our senior secured credit facility and other senior indebtedness contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations~~. Covenants governing our senior secured credit facility and certain of our debt securities restrict, among other things, our ability to:~~

~~pay dividends or distributions, repurchase or issue equity, prepay certain debt or make certain investments;~~

~~incur additional debt;~~

~~incur liens on assets;~~

~~sell assets or consolidate with another company or sell all or substantially all of our assets;~~

~~enter into transactions with affiliates;~~

Proceeds

~~allow certain subsidiaries to transfer assets; and~~

~~enter into sale and lease-back transactions.~~

Our ability to comply with these provisions may be affected by events beyond our control. The breach of any such covenants or obligations not otherwise waived or cured could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross-defaults under other agreements governing our long-term indebtedness. In addition, our senior secured credit facility requires us to satisfy certain financial covenants, including a maximum total net leverage ratio, a maximum first lien net leverage ratio and a minimum interest coverage ratio. Any default under our senior secured credit facility or the indentures governing our other debt could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt.

In addition, MGM Grand Paradise and MGM China are co-borrowers under an amended and restated credit facility and the Operating Partnership is a borrower under its senior secured credit facility, all of which contain covenants that restrict the respective borrower’s ability to engage in certain transactions. In particular, these credit agreements require MGM China and the Operating Partnership to satisfy certain financial covenants and impose certain operating and financial restrictions on them and their respective subsidiaries (including, with respect to MGM China, MGM Grand Paradise), respectively. These restrictions include, among other things, limitations on their ability to pay dividends or distributions to us, incur additional debt, make investments or engage in other businesses, merge or consolidate with other companies, or transfer or sell assets. MGM China is in the process of amending its credit facility to, among other things, increase the maximum leverage ratio covenant for fiscal year 2018, which MGM China believes will be necessary due to the delay in the MGM Cotai opening date as a result of the damage and delays caused to MGM Cotai in August 2017 by Typhoon Hato. If MGM China is unable to obtain an amendment or waiver to the maximum leverage ratio, MGM China could be at risk of default under its credit agreement and would be unable to make any draws under that facility. Moreover, an acceleration of the debt under the MGM China facility by the lenders could adversely affect our financial condition and results of operations if MGM China is unable to refinance the defaulted facility, all of which would likely have a negative effect on MGM China’s growth.

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

The following table provides information about share repurchases made by the Company of its common stock during the quarter ended September 30, ~~2017:~~

2022:

Approximate

Total Number

Dollar Value of

Total

of Shares

Shares that May

Number of

Average

Purchased as

Yet be Purchased

Shares

Price Paid

Part of a Publicly

Under the Program

Period

Purchased

per Share

Announced Program

(In thousands)

July 1, 2017 — July 31, 2017

–

$
–

–

$
–

August 1, 2017 — August 31, 2017

–

$
–

–

$
–

September 1, 2017 — September 30, 2017

10,000,000

$
32.75

10,000,000

$
672,500

~~_________________________~~


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

~~On September 5, 2017, the Company announced that its~~

The Company’s Board of Directors ~~had adopted~~authorized a ~~$1.0~~$2.0 billion stock repurchase ~~program. All~~plan in March 2022 and a $3.0 billion stock repurchase plan in February 2020, and, in connection with repurchases ~~under~~made during the nine months ended September 30, 2022, the February 2020 $3.0 billion stock repurchase plan was completed. Under the stock repurchase ~~program are made~~plans, the Company may repurchase shares from time to time ~~at the Company’s discretion~~ in the open market or in privately negotiated agreements. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be purchased when the ~~program~~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. All shares repurchased by the Company during the ~~three months~~quarter ended September 30, ~~2017~~2022 were purchased pursuant to the Company’s publicly announced stock repurchase ~~program~~plan and have been retired.

Item 6. Exhibits

~~Item 6.~~

~~Exhibits~~

~~4.1~~
*10.1						~~Indenture, dated~~Employment Agreement, effective as of September ~~21, 2017, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc.,~~1, 2022, by and between the ~~subsidiary guarantors party thereto~~Company and ~~U.S. Bank National Association, as trustee~~William Hornbuckle (incorporated by reference to Exhibit ~~4.1~~10.1 of the Company’s Current Report on Form 8-K ~~of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP~~ filed on ~~September 21, 2017)~~August 22, 2022).
~~10.1~~
*10.2						~~Third Amendment to the Hotel and Casino Ground Lease, dated~~Employment Agreement, effective as of ~~August 21, 2017,~~September 1, 2022, by and between ~~National Harbor Grand LLC~~the Company and ~~MGM National Harbor, LLC.~~Corey Sanders (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 22, 2022).
~~31.1~~
*10.3						Employment Agreement, effective as of September 1, 2022, by and between the Company and Jonathan S. Halkyard (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

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

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

22						Subsidiary Guarantors.

31.1						Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
~~31.2~~
31.2						Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
~~32.1~~
32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
~~32.2~~
32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
~~101~~
101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						The ~~following information~~cover page from ~~the Company’s~~this Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2017~~2022, has been formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets at September 30, 2017 (unaudited) and December 31, 2016 (audited); (ii) Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016; (iii) Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016; (iv) Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016; and (v) Condensed Notes to the Unaudited Consolidated Financial Statements. Inline XBRL.


*			Management contract or compensatory plan or arrangement.

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

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

SIGNATURES

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

MGM Resorts International

Date: November ~~9, 2017~~

2, 2022

~~By:~~

By:

/s/ ~~JAMES~~WILLIAM J. ~~MURREN~~

HORNBUCKLE

~~James~~

William J. ~~Murren~~

Hornbuckle

~~Chairman of the Board and~~

Chief Executive Officer and President (Principal Executive Officer)

Date: November ~~9, 2017~~

2, 2022

/s/ ~~DANIEL J. D’ARRIGO~~

JONATHAN S. HALKYARD

~~Daniel J. D’Arrigo~~

Jonathan S. Halkyard

~~Executive Vice President and~~

Chief Financial Officer and Treasurer (Principal Financial Officer)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenues
Casino	$	1,543,693		$	1,307,827		$	4,454,145		$	3,569,587
Rooms		564,476			530,331			1,669,213			1,518,721
Food and beverage		481,656			448,666			1,392,671			1,238,537
Entertainment		149,536			140,151			418,244			380,330
Retail		59,141			52,724			163,947			150,629
Other		162,318			148,470			464,260			400,115
Reimbursed costs		102,380			99,316			301,888			301,160
		3,063,200			2,727,485			8,864,368			7,559,079
Less: Promotional allowances		(236,460	)		(212,370	)		(687,712	)		(564,776	)
		2,826,740			2,515,115			8,176,656			6,994,303
Expenses
Casino		822,103			696,329			2,389,957			1,957,203
Rooms		157,293			148,317			464,864			435,311
Food and beverage		269,170			252,108			780,510			712,856
Entertainment		118,234			108,464			326,791			299,579
Retail		28,129			27,105			78,515			73,191
Other		95,971			93,880			281,859			260,901
Reimbursed costs		102,380			99,316			301,888			301,160
General and administrative		402,134			371,950			1,145,432			1,001,900
Corporate expense		88,506			87,782			241,087			240,833
NV Energy exit expense		—			139,335			(40,629	)		139,335
Preopening and start-up expenses		29,349			31,660			65,508			78,444
Property transactions, net		7,711			(1,268	)		22,650			4,717
Gain on Borgata transaction		—			(429,778	)		—			(429,778	)
Depreciation and amortization		249,600			209,737			744,123			616,475
		2,370,580			1,834,937			6,802,555			5,692,127
Income from unconsolidated affiliates		37,701			32,577			117,987			495,588
Operating income		493,861			712,755			1,492,088			1,797,764
Non-operating income (expense)
Interest expense, net of amounts capitalized		(163,287	)		(168,048	)		(511,404	)		(533,069	)
Non-operating items from unconsolidated affiliates		(8,825	)		(11,132	)		(26,302	)		(45,229	)
Other, net		(30,138	)		(17,310	)		(31,706	)		(67,715	)
		(202,250	)		(196,490	)		(569,412	)		(646,013	)
Income before income taxes		291,611			516,265			922,676			1,151,751
Benefit (provision) for income taxes		(115,115	)		44,995			(251,551	)		15,205
Net income		176,496			561,260			671,125			1,166,956
Less: Net income attributable to noncontrolling interests		(27,381	)		(25,641	)		(104,552	)		(90,185	)
Net income attributable to MGM Resorts International	$	149,115		$	535,619		$	566,573		$	1,076,771
Net income per share of common stock attributable to MGM Resorts International
Basic	$	0.26		$	0.94		$	0.99		$	1.90
Diluted	$	0.26		$	0.93		$	0.97		$	1.88
Weighted average common shares outstanding
Basic		573,527			568,125			574,262			566,220
Diluted		580,676			573,812			580,941			571,350
Dividends declared per common share	$	0.11		$	—		$	0.33		$	—

Effective Date	Maturity Date	Notional Amount		Weighted Average Fixed Rate			Fair Value Asset (Liability)
		(In thousands)					(In thousands)
May 3, 2017	November 30, 2021	$	500,000		1.764	%	$	1,045
May 3, 2017	November 30, 2021		700,000		1.901	%		(2,380	)
		$	1,200,000				$	(1,335	)

	MGM Resorts
	International						Total
	Stockholders'			Noncontrolling			Stockholders'
	Equity			Interests			Equity

	(In thousands)
Balances, January 1, 2017	$	6,220,180		$	3,749,132		$	9,969,312
Net income		566,573			98,901			665,474
Currency translation adjustment		(23,005	)		(18,308	)		(41,313	)
Other comprehensive loss - cash flow hedges		(1,997	)		(644	)		(2,641	)
Stock-based compensation		42,714			3,612			46,326
Issuance of common stock pursuant to stock-based compensation awards		(20,352	)		—			(20,352	)
Issuance of performance share units		9,648			95			9,743
Distributions to noncontrolling interest owners		—			(116,953	)		(116,953	)
Dividend paid to common shareholders		(189,727	)		—			(189,727	)
Dividend payable to noncontrolling interest owners		—			(28,004	)		(28,004	)
Repurchases of common stock		(327,500	)		—			(327,500	)
MGP Class A share issuance		35,138			326,484			361,622
Other		(3,129	)		1,882			(1,247	)
Balances, September 30, 2017	$	6,308,543		$	4,016,197		$	10,324,740

	Currency
	Translation			Cash Flow
	Adjustments			Hedges			Other		Total

	(In thousands)
Balance, January 1, 2017	$	12,545		$	1,434		$	1,074	$	15,053
Other comprehensive loss before reclassifications		(41,313	)		(10,009	)		—		(51,322	)
Amounts reclassified from accumulated other comprehensive income		—			7,368			—		7,368
MGP Class A Share issuance adjustment		—			—			109		109
Other comprehensive income (loss), net of tax		(41,313	)		(2,641	)		109		(43,845	)
Less: Other comprehensive loss attributable to noncontrolling interest		18,308			644			—		18,952
Balance, September 30, 2017	$	(10,460	)	$	(563	)	$	1,183	$	(9,840	)

	At September 30, 2017
			Guarantor		Non-Guarantor Subsidiaries
	Parent		Subsidiaries		MGP		Other		Elimination			Consolidated

	(In thousands)
Current assets	$	24,162	$	979,356	$	1,147,668	$	649,953	$	(6,603	)	$	2,794,536
Property and equipment, net		—		13,460,284		8,911,648		5,686,436		(8,923,620	)		19,134,748
Investments in subsidiaries		21,375,643		3,407,745		—		—		(24,783,388	)		—
Investments in MGP Operating Partnership		—		3,520,856		—		629,474		(4,150,330	)		—
Investments in and advances to unconsolidated affiliates		—		977,305		—		5,279		25,000			1,007,584
Intercompany accounts		—		5,953,567		—		—		(5,953,567	)		—
Other non-current assets		49,842		915,289		51,108		5,191,685		(42,902	)		6,165,022
	$	21,449,647	$	29,214,402	$	10,110,424	$	12,162,827	$	(43,835,410	)	$	29,101,890
Current liabilities	$	133,113	$	1,307,341	$	140,595	$	1,333,446	$	(178,735	)	$	2,735,760
Intercompany accounts		5,816,845		—		524		136,198		(5,953,567	)		—
Deferred income taxes, net		2,309,461		—		25,368		359,403		(25,368	)		2,668,864
Long-term debt, net		6,847,905		2,835		3,940,803		2,235,384		—			13,026,927
Other long-term obligations		33,780		7,283,433		162,787		1,047,228		(8,240,966	)		286,262
Total liabilities		15,141,104		8,593,609		4,270,077		5,111,659		(14,398,636	)		18,717,813
Redeemable noncontrolling interest		—		—		—		59,337		—			59,337
MGM Resorts International stockholders' equity		6,308,543		20,620,793		4,217,534		4,598,447		(29,436,774	)		6,308,543
Noncontrolling interests		—		—		1,622,813		2,393,384		—			4,016,197
Total stockholders' equity		6,308,543		20,620,793		5,840,347		6,991,831		(29,436,774	)		10,324,740
	$	21,449,647	$	29,214,402	$	10,110,424	$	12,162,827	$	(43,835,410	)	$	29,101,890

	At December 31, 2016
			Guarantor		Non-Guarantor Subsidiaries
	Parent		Subsidiaries		MGP		Other		Elimination			Consolidated

	(In thousands)

Current assets	$	103,934	$	981,705	$	368,622	$	783,920	$	(8,594	)	$	2,229,587
Property and equipment, net	—			13,599,127		9,079,678		4,837,868		(9,091,650	)		18,425,023
Investments in subsidiaries		18,907,988		3,338,752	—		—			(22,246,740	)		—
Investments in the MGP Operating Partnership	—			3,553,840	—			636,268		(4,190,108	)		—
Investments in and advances to unconsolidated affiliates	—			1,189,590	—			5,853		25,000			1,220,443
Intercompany accounts	—			4,796,713	—		—			(4,796,713	)		—
Other non-current assets		50,741		934,836		58,440		5,302,132		(47,901	)		6,298,248
	$	19,062,663	$	28,394,563	$	9,506,740	$	11,566,041	$	(40,356,706	)	$	28,173,301
Current liabilities	$	184,281	$	1,301,423	$	139,099	$	837,844	$	(169,226	)	$	2,293,421
Intercompany accounts		3,406,699	—			166		1,389,848		(4,796,713	)		—
Deferred income taxes, net		2,202,809	—			25,368		348,419		(25,368	)		2,551,228
Long-term debt, net		7,019,745		2,835		3,613,567		2,343,073	—				12,979,220
Other long-term obligations		28,949		7,360,887		120,279		1,051,754		(8,235,888	)		325,981
Total liabilities		12,842,483		8,665,145		3,898,479		5,970,938		(13,227,195	)		18,149,850
Redeemable noncontrolling interest		—		—		—		54,139		—			54,139
MGM Resorts International stockholders' equity		6,220,180		19,729,418		4,274,444		3,125,649		(27,129,511	)		6,220,180
Noncontrolling interests	—		—			1,333,817		2,415,315	—				3,749,132
Total stockholders' equity		6,220,180		19,729,418		5,608,261		5,540,964		(27,129,511	)		9,969,312
	$	19,062,663	$	28,394,563	$	9,506,740	$	11,566,041	$	(40,356,706	)	$	28,173,301

	Three Months Ended September 30, 2017
				Guarantor			Non-Guarantor Subsidiaries
	Parent			Subsidiaries			MGP			Other			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	2,036,252		$	182,798		$	791,461		$	(183,771	)	$	2,826,740
Equity in subsidiaries' earnings		419,054			33,441			—			—			(452,495	)		—
Expenses
Casino and hotel operations		2,656			1,092,973			—			498,625			(974	)		1,593,280
General and administrative		2,210			310,418			18,983			89,506			(18,983	)		402,134
Corporate expense		31,352			53,286			4,113			(74	)		(171	)		88,506
Preopening and start-up expenses		—			1,856			—			27,493			—			29,349
Property transactions, net		—			6,855			1,662			(2,058	)		1,252			7,711
Depreciation and amortization		—			163,880			68,662			85,720			(68,662	)		249,600
		36,218			1,629,268			93,420			699,212			(87,538	)		2,370,580
Income (loss) from unconsolidated affiliates		—			38,551			—			(850	)		—			37,701
Operating income		382,836			478,976			89,378			91,399			(548,728	)		493,861
Interest expense, net of amounts capitalized		(112,061	)		(178	)		(45,544	)		(5,504	)		—			(163,287	)
Other, net		(16,170	)		(59,478	)		1,354			(19,931	)		55,262			(38,963	)
Income before income taxes		254,605			419,320			45,188			65,964			(493,466	)		291,611
Provision for income taxes		(105,490	)		—			(1,488	)		(8,137	)		—			(115,115	)
Net income		149,115			419,320			43,700			57,827			(493,466	)		176,496
Less: Net income attributable to noncontrolling interests		—			—			(11,025	)		(16,356	)		—			(27,381	)
Net income attributable to MGM Resorts International	$	149,115		$	419,320		$	32,675		$	41,471		$	(493,466	)	$	149,115
Net income	$	149,115		$	419,320		$	43,700		$	57,827		$	(493,466	)	$	176,496
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(1,635	)		(1,635	)		—			(3,004	)		3,270			(3,004	)
Unrealized gain on cash flow hedges		833			—			1,754			—			(1,271	)		1,316
Other comprehensive income (loss)		(802	)		(1,635	)		1,754			(3,004	)		1,999			(1,688	)
Comprehensive income		148,313			417,685			45,454			54,823			(491,467	)		174,808
Less: Comprehensive income attributable to noncontrolling interests		—			—			(11,506	)		(14,989	)		—			(26,495	)
Comprehensive income attributable to MGM Resorts International	$	148,313		$	417,685		$	33,948		$	39,834		$	(491,467	)	$	148,313

	Nine Months Ended September 30, 2017
				Guarantor			Non-Guarantor Subsidiaries
	Parent			Subsidiaries			MGP			Other			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	5,798,594		$	551,153		$	2,380,885		$	(553,976	)	$	8,176,656
Equity in subsidiaries' earnings		1,247,922			122,873			—			—			(1,370,795	)		—
Expenses
Casino and hotel operations		7,781			3,135,918			—			1,483,508			(2,823	)		4,624,384
General and administrative		6,323			874,558			60,112			264,551			(60,112	)		1,145,432
Corporate expense		86,233			145,885			9,797			(314	)		(514	)		241,087
NV Energy exit expense		—			(40,629	)		—			—			—			(40,629	)
Preopening and start-up expenses		—			4,631			—			60,877			—			65,508
Property transactions, net		—			21,462			19,104			1,188			(19,104	)		22,650
Depreciation and amortization		—			486,981			190,573			257,142			(190,573	)		744,123
		100,337			4,628,806			279,586			2,066,952			(273,126	)		6,802,555
Income (loss) from unconsolidated affiliates		—			118,931			—			(944	)		—			117,987
Operating income		1,147,585			1,411,592			271,567			312,989			(1,651,645	)		1,492,088
Interest expense, net of amounts capitalized		(358,359	)		(812	)		(134,998	)		(17,235	)		—			(511,404	)
Other, net		11,306			(287,665	)		1,601			(77,386	)		294,136			(58,008	)
Income before income taxes		800,532			1,123,115			138,170			218,368			(1,357,509	)		922,676
Provision for income taxes		(233,959	)		—			(3,903	)		(13,689	)		—			(251,551	)
Net income		566,573			1,123,115			134,267			204,679			(1,357,509	)		671,125
Less: Net income attributable to noncontrolling interests		—			—			(33,053	)		(71,499	)		—			(104,552	)
Net income attributable to MGM Resorts International	$	566,573		$	1,123,115		$	101,214		$	133,180		$	(1,357,509	)	$	566,573
Net income	$	566,573		$	1,123,115		$	134,267		$	204,679		$	(1,357,509	)	$	671,125
Other comprehensive loss, net of tax:
Foreign currency translation adjustment		(23,005	)		(23,005	)		—			(41,313	)		46,010			(41,313	)
Unrealized loss on cash flow hedges		(1,997	)		—			(2,992	)		—			2,348			(2,641	)
Other comprehensive loss		(25,002	)		(23,005	)		(2,992	)		(41,313	)		48,358			(43,954	)
Comprehensive income		541,571			1,100,110			131,275			163,366			(1,309,151	)		627,171
Less: Comprehensive income attributable to noncontrolling interests		—			—			(32,409	)		(53,191	)		—			(85,600	)
Comprehensive income attributable to MGM Resorts International	$	541,571		$	1,100,110		$	98,866		$	110,175		$	(1,309,151	)	$	541,571

	Three Months Ended September 30, 2016
				Guarantor			Non-Guarantor Subsidiaries
	Parent			Subsidiaries			MGP			Other			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	1,873,313		$	172,499		$	642,644		$	(173,341	)	$	2,515,115
Equity in subsidiaries' earnings		610,002			48,309			—			—			(658,311	)		—
Expenses
Casino and hotel operations		2,128			1,034,706			—			389,527			(842	)		1,425,519
General and administrative		1,575			317,104			17,690			53,271			(17,690	)		371,950
Corporate expense		29,265			46,330			12,315			(14	)		(114	)		87,782
NV Energy exit expense		—			139,335			—			—			—			139,335
Preopening and start-up expenses		—			1,005			—			30,655			—			31,660
Property transactions, net		—			(120	)		1,442			(1,148	)		(1,442	)		(1,268	)
Gain on Borgata transaction		—			(429,778	)		—			—			—			(429,778	)
Depreciation and amortization		—			145,631			54,260			64,106			(54,260	)		209,737
		32,968			1,254,213			85,707			536,397			(74,348	)		1,834,937
Income from unconsolidated affiliates		—			32,238			—			339			—			32,577
Operating income		577,034			699,647			86,792			106,586			(757,304	)		712,755
Interest expense, net of amounts capitalized		(123,836	)		(206	)		(42,839	)		(1,167	)		—			(168,048	)
Other, net		(996	)		(104,360	)		(367	)		(27,676	)		104,957			(28,442	)
Income before income taxes		452,202			595,081			43,586			77,743			(652,347	)		516,265
Benefit (provision) for income taxes		83,417			(748	)		(915	)		(36,759	)		—			44,995
Net income		535,619			594,333			42,671			40,984			(652,347	)		561,260
Less: Net income attributable to noncontrolling interests		—			—			(10,591	)		(15,050	)		—			(25,641	)
Net income attributable to MGM Resorts International	$	535,619		$	594,333		$	32,080		$	25,934		$	(652,347	)	$	535,619
Net income	$	535,619		$	594,333		$	42,671		$	40,984		$	(652,347	)	$	561,260
Other comprehensive income, net of tax:
Foreign currency translation adjustment		919			918			—			1,733			(1,836	)		1,734
Other comprehensive income		919			918			—			1,733			(1,836	)		1,734
Comprehensive income		536,538			595,251			42,671			42,717			(654,183	)		562,994
Less: Comprehensive income attributable to noncontrolling interests		—			—			(10,591	)		(15,865	)		—			(26,456	)
Comprehensive income attributable to MGM Resorts International	$	536,538		$	595,251		$	32,080		$	26,852		$	(654,183	)	$	536,538

	Nine Months Ended September 30, 2016
				Guarantor			Non-Guarantor Subsidiaries
	Parent			Subsidiaries			MGP			Other			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	5,150,751		$	283,402		$	1,846,107		$	(285,957	)	$	6,994,303
Equity in subsidiaries' earnings		1,589,882			125,283			—			—			(1,715,165	)		—
Expenses
Casino and hotel operations		6,191			2,879,139			—			1,157,426			(2,555	)		4,040,201
General and administrative		4,776			823,290			47,174			154,000			(27,340	)		1,001,900
Corporate expense		105,245			119,170			16,703			(171	)		(114	)		240,833
NV Energy exit expense		—			139,335			—			—			—			139,335
Preopening and start-up expenses		—			7,232			—			71,212			—			78,444
Property transactions, net		—			3,720			2,651			123			(1,777	)		4,717
Gain on Borgata transaction		—			(429,778	)		—			—			—			(429,778	)
Depreciation and amortization		—			360,847			158,860			191,954			(95,186	)		616,475
		116,212			3,902,955			225,388			1,574,544			(126,972	)		5,692,127
Income from unconsolidated affiliates		—			495,427			—			161			—			495,588
Operating income		1,473,670			1,868,506			58,014			271,724			(1,874,150	)		1,797,764
Interest expense, net of amounts capitalized		(447,258	)		(564	)		(72,314	)		(12,933	)		—			(533,069	)
Other, net		(21,714	)		(212,828	)		(439	)		(65,459	)		187,496			(112,944	)
Income (loss) before income taxes		1,004,698			1,655,114			(14,739	)		193,332			(1,686,654	)		1,151,751
Benefit (provision) for income taxes		72,073			(21,663	)		(915	)		(34,290	)		—			15,205
Net income (loss)		1,076,771			1,633,451			(15,654	)		159,042			(1,686,654	)		1,166,956
Less: Net income attributable to noncontrolling interests		—			—			(17,544	)		(72,641	)		—			(90,185	)
Net income (loss) attributable to MGM Resorts International	$	1,076,771		$	1,633,451		$	(33,198	)	$	86,401		$	(1,686,654	)	$	1,076,771
Net income (loss)	$	1,076,771		$	1,633,451		$	(15,654	)	$	159,042		$	(1,686,654	)	$	1,166,956
Other comprehensive loss, net of tax:
Foreign currency translation adjustment		(2,295	)		(2,295	)		—			(4,402	)		4,590			(4,402	)
Other comprehensive loss		(2,295	)		(2,295	)		—			(4,402	)		4,590			(4,402	)
Comprehensive income (loss)		1,074,476			1,631,156			(15,654	)		154,640			(1,682,064	)		1,162,554
Less: Comprehensive income attributable to noncontrolling interests		—			—			(17,544	)		(70,534	)		—			(88,078	)
Comprehensive income (loss) attributable to MGM Resorts International	$	1,074,476		$	1,631,156		$	(33,198	)	$	84,106		$	(1,682,064	)	$	1,074,476



	Three Months Ended September 30, 2017
				NV Energy		Preopening			Property		Depreciation
	Operating			Exit		and Start-up			Transactions,		and		Adjusted
	Income (Loss)			Expense		Expenses			Net		Amortization		EBITDA

	(In thousands)
Bellagio	$	131,413		$	—	$	—		$	722	$	24,896	$	157,031
MGM Grand Las Vegas		68,117			—		(1	)		393		17,338		85,847
Mandalay Bay		62,325			—		—			271		21,371		83,967
The Mirage		36,018			—		—			96		10,133		46,247
Luxor		27,249			—		—			308		9,373		36,930
New York-New York		29,043			—		(154	)		122		6,741		35,752
Excalibur		28,395			—		—			161		4,520		33,076
Monte Carlo		(5,792	)		—		1,855			4,013		9,344		9,420
Circus Circus Las Vegas		21,276			—		2			30		4,235		25,543
MGM Grand Detroit		36,704			—		—			—		5,608		42,312
Beau Rivage		20,719			—		—			355		6,326		27,400
Gold Strike Tunica		11,494			—		—			—		2,268		13,762
Borgata		61,289			—		153			91		17,320		78,853
MGM National Harbor		17,811			—		24			—		19,614		37,449
Domestic resorts		546,061			—		1,879			6,562		159,087		713,589
MGM China		34,855			—		22,030			876		60,476		118,237
Unconsolidated resorts		37,701			—		—			—		—		37,701
Management and other operations		1,952			—		—			—		2,413		4,365
		620,569			—		23,909			7,438		221,976		873,892
Stock compensation		(12,099	)		—		—			—		—		(12,099	)
Corporate		(114,609	)		—		5,440			273		27,624		(81,272	)
	$	493,861		$	—	$	29,349		$	7,711	$	249,600	$	780,521