This management's discussion and analysis of financial condition and results of
operations contain forward-looking statements that involve risks and
uncertainties. Please see "Cautionary Statement Concerning Forward-Looking
Statements" for a discussion of the uncertainties, risks and assumptions that
may cause our actual results to differ materially from those discussed in the
forward-looking statements. This discussion should be read in conjunction with
our historical financial statements and related notes thereto and the other
disclosures contained elsewhere in this Quarterly Report on Form 10-Q, the
audited consolidated financial statements and notes for the fiscal year ended
December 31, 2021, which were included in our Form 10-K, filed with the
Securities and Exchange Commission ("SEC") on 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."

Description of our business and key performance indicators



Our primary business is the operation of casino resorts, which offer gaming,
hotel, convention, dining, entertainment, retail and other resort amenities. We
operate several of the finest casino resorts in the world and we continually
reinvest in our resorts to maintain our competitive advantage. Most of our
revenue is cash-based, through customers wagering with cash or paying for
non-gaming services with cash or credit cards. We rely on the ability of our
resorts to generate operating cash flow to fund capital expenditures, provide
excess cash flow for future development, repay debt 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.

Financial Impact of COVID-19



The spread of COVID-19 and developments surrounding the global pandemic have had
a significant impact on our business, financial condition, results of operations
and cash flows since the onset of the pandemic, which continued in the first
quarter of 2022 and may continue during the remainder of 2022 and thereafter. In
the first quarter of 2022, all of our 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.

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

In Macau, our properties continue to operate subject to certain health
safeguards, such as limiting the number of seats available at each table game,
slot machine spacing, temperature checks, mask protection, and health
declarations submitted through the Macau Health Code system. Although the
issuance of tourist visas (including the individual visit scheme) for residents
of mainland China to travel to Macau resumed in 2020, several travel and entry
restrictions in Macau, Hong Kong and mainland China remain in place (including
the temporary suspension of ferry services between Hong Kong and Macau, the
negative nucleic acid test result certificate, and mandatory quarantine
requirements for returning residents, for visitors from Hong Kong, Taiwan, and
certain regions in mainland China, and bans on entry on other visitors), which
significantly impacted visitation to our Macau properties. Macau is currently
operating under a "dynamic zero" COVID-19 policy, as is Hong Kong and mainland
China. Under this policy, when local infections are identified several
restrictions may be imposed, including the lock down of sections of cities or
entire cities and travel restrictions, imposition of mass mandatory nucleic acid
testing, shortening of the validity period of negative test results for re-entry
into mainland China from Macau and imposition of quarantine requirements,
cancellation or suspension of certain events and, in some instances, closing of
certain entertainment and leisure facilities. Although gaming and hotel
operations have remained open during these states of immediate prevention, such
measures have had a negative effect on MGM China's operations and it is
uncertain whether further closures, including the closure of our properties, or
travel restrictions to Macau will be implemented if additional local COVID-19
cases are identified.

                                       24
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Other Developments



In April 2022, we completed a series of transactions with VICI Properties, Inc.
("VICI") and MGP whereby VICI acquired MGP. MGP Class A shareholders received
1.366 shares of newly issued VICI stock in exchange for each MGP Class A share
outstanding and we received 1.366 units of the new VICI operating partnership
("VICI OP") in exchange for each Operating Partnership unit previously held by
us. 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 our VICI OP units for cash consideration of
$4.4 billion, with us retaining an approximate 1% ownership interest in VICI OP
with a fair value of approximately $375 million. MGP's Class B share that was
previously held by us was cancelled. Accordingly, the Company no longer holds a
controlling interest in MGP and deconsolidated MGP upon the closing of the April
2022 transactions.

As part of the transactions, we entered into an amended and restated master
lease with VICI. The new master lease has an initial term of 25 years, with
three 10-year renewals, and initial annual rent of $860 million, escalating
annually at a rate of 2% per annum for the first 10 years and thereafter equal
to the greater of 2% and the CPI increase during the prior year subject to a cap
of 3%. The lease has a triple-net structure, which requires us to pay
substantially all costs associated with each property, including real estate
taxes, insurance, utilities and routine maintenance, in addition to the rent.
Additionally, we are required to pay the rent payments under the ground leases
of Borgata, Beau Rivage, and National Harbor.

Key Performance Indicators

Key performance indicators related to gaming and hotel revenue are:



•Gaming revenue 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 25.0% to 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 COVID-19
pandemic could cause volatility in our hold 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 standalone selling price.
Because the mix of rooms provided on a complimentary basis, particularly to
casino customers, includes a disproportionate suite component, the composite ADR
including complimentary rooms is slightly higher than the ADR for cash rooms,
reflecting the higher retail value of suites. Rooms that were out of service
during the three months ended March 31, 2021 as a result of property closures
due to the COVID-19 pandemic were excluded from the available room count when
calculating hotel occupancy and REVPAR.

Additional key performance indicators at MGM China are:



•Gaming revenue indicators - MGM China utilizes "turnover," which is the sum of
nonnegotiable chip wagers won by MGM China calculated as nonnegotiable chips
purchased plus nonnegotiable chips exchanged less nonnegotiable chips returned.
Turnover provides a basis for measuring VIP casino win percentage. Win for VIP
gaming operations at MGM China is typically in the range of 2.6% to 3.3% of
turnover however, reduced gaming volumes as a result of the COVID-19 pandemic
could cause volatility in MGM China's hold percentages.

                                       25
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Results of Operations

Summary Operating Results

Certain of our properties or portions thereof were temporarily closed due to COVID-19 during the first quarter of 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 for the three months ended March 31, 2022 and 2021:


                                                               Three Months Ended
                                                                   March 31,
                                                             2022             2021
                                                                 (In thousands)
    Net revenues                                         $ 2,854,309      $ 1,647,747
    Operating income (loss)                                  105,788         (246,690)
    Net loss                                                 (34,793)        (335,938)

Net loss attributable to MGM Resorts International (18,016)

(331,829)





Consolidated net revenues were $2.9 billion for the three months ended March 31,
2022 compared to $1.6 billion in the prior year quarter, an increase of 73%. The
current quarter benefited from the inclusion of the net revenues of Aria,
subsequent to consolidation in September 2021 and was negatively affected by a
decrease in business volume and travel due to the spread of the omicron variant
in the early part of the quarter, however results improved over the prior year
quarter which was negatively affected by midweek property and hotel closures,
lower business volume and travel activity, and operational restrictions due to
the COVID-19 pandemic primarily at its Las Vegas Strip Resorts. At MGM China,
the current and prior year quarter were significantly impacted by travel and
entry restrictions in Macau with the current quarter being negatively affected
by increased restrictions related to the spread of the omicron variant. As a
result, net revenues at our Las Vegas Strip Resorts increased 205%, Regional
Operations increased 25%, and MGM China decreased 9%.

Consolidated operating income was $106 million for the three months ended March
31, 2022 compared to a loss of $247 million in the prior year quarter. The
change was primarily driven by the inclusion of Aria in the current quarter and
the temporary property and hotel closures, lower business volumes and travel
activity, and ongoing operational restrictions related to the pandemic in the
prior year quarter, as discussed above, partially offset by an increase in rent
expense recorded within general and administrative expense for the Aria lease,
which commenced in September 2021, and in property transactions, net. Property
transactions, net increased $29 million compared to the prior year quarter. The
current quarter included a $31 million non-cash impairment charge related to
land and a $25 million loss related to an increase in the estimate of contingent
consideration related to the Empire City acquisition.

                                       26
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Net Revenues by Segment

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


                                                     Three Months Ended
                                                         March 31,
                                                   2022             2021
                                                       (In thousands)
             Las Vegas Strip Resorts
             Casino                            $   475,298      $   232,094
             Rooms                                 485,288          144,329
             Food and beverage                     384,276           90,419
             Entertainment, retail and other       318,030           78,122
                                                 1,662,892          544,964
             Regional Operations
             Casino                                703,679          596,655
             Rooms                                  56,114           40,579
             Food and beverage                      91,138           50,364
             Entertainment, retail and other        39,898           23,753
                                                   890,829          711,351
             MGM China
             Casino                                231,203          261,604
             Rooms                                  15,671           13,512
             Food and beverage                      17,441           16,629
             Entertainment, retail and other         4,060            4,609
                                                   268,375          296,354
             Reportable segment net revenues     2,822,096        1,552,669
             Corporate and other                    32,213           95,078
                                               $ 2,854,309      $ 1,647,747



Las Vegas Strip Resorts

Las Vegas Strip Resorts casino revenue was $475 million for the three months
ended March 31, 2022 compared to $232 million in the prior year quarter, an
increase of 105%. The current quarter benefited from the inclusion of Aria and
was negatively affected by a decrease in business volume and travel due to the
spread of the omicron variant in the early part of the quarter, however the
prior year quarter was negatively affected by midweek property and hotel
closures at certain properties, lower business volume and 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
                                                   March 31,
                                              2022             2021
                                             (Dollars in millions)
                     Table Games Drop    $      1,203       $   529
                     Table Games Win     $        296       $   127
                     Table Games Win %           24.6  %       24.1  %
                     Slots Handle        $      4,607       $ 2,301
                     Slots Win           $        427       $   212
                     Slots Win %                  9.3  %        9.2  %



                                       27

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Las Vegas Strip Resorts rooms revenue was $485 million for the three months
ended March 31, 2022 compared to $144 million in the prior year quarter, an
increase of 236%. The current quarter benefited from the inclusion of Aria and
was negatively affected by the omicron variant in the early part of the quarter,
discussed above. REVPAR increased due to the prior year quarter being negatively
impacted by lower business volume and travel activity and operational
restrictions related to the pandemic.

The following table shows key hotel statistics for our Las Vegas Strip Resorts:
                                                         Three Months Ended
                                                             March 31,
                                                       2022                2021
          Occupancy(1)                                   78   %             46  %
          Average daily rate (ADR)                 $    197              $ 129
          Revenue per available room (REVPAR)(1)   $    154              $  60


(1)Rooms that were out of service, including midweek closures, during the three
months ended March 31, 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 $384 million for the three
months ended March 31, 2022 compared to $90 million in the prior year quarter,
an increase of 325%, and Las Vegas Strip Resorts entertainment, retail and other
revenues was $318 million for the three months ended March 31, 2022 compared to
$78 million in the prior year quarter, an increase of 307%, due primarily to the
inclusion of Aria and was negatively affected by the omicron variant in the
early part of the quarter, discussed above, while the prior year quarter was
negatively impacted by temporary midweek property and hotel tower closures at
certain properties, lower business volume and travel activity, and operational
restrictions related to the pandemic.

Regional Operations



Regional Operations casino revenue was $704 million for the three months ended
March 31, 2022 compared to $597 million in the prior year quarter, an increase
of 18%, due primarily to table game win increasing 25% over the prior year
quarter and slots win increasing 21% over the prior year quarter, respectively,
as the prior year quarter was negatively affected by midweek hotel closures at
certain properties and operational restrictions related to the pandemic.

The following table shows key gaming statistics for our Regional Operations:
                                              Three Months Ended
                                                   March 31,
                                              2022             2021
                                             (Dollars in millions)
                     Table Games Drop    $      1,021       $   819
                     Table Games Win     $        216       $   173
                     Table Games Win %           21.2  %       21.2  %
                     Slots Handle        $      6,662       $ 5,384
                     Slots Win           $        638       $   526
                     Slots Win %                  9.6  %        9.8  %



Regional Operations rooms revenue was $56 million for the three months ended
March 31, 2022 compared to $41 million in the prior year quarter, an increase of
38%, due to the prior year quarter being negatively affected by midweek hotel
closures at certain properties and operational restrictions related to the
pandemic.

Regional Operations food and beverage revenue was $91 million for the three
months ended March 31, 2022 compared to $50 million in the prior year quarter,
an increase of 81% and Regional Operations entertainment, retail and other
revenue was $40 million for the three months ended March 31, 2022 compared to
$24 million in the prior year quarter, an increase of 68%, due primarily to the
prior year quarter being negatively affected by operational restrictions related
to pandemic.


                                       28

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MGM China

The following table shows key gaming statistics for MGM China:


                                                   Three Months Ended
                                                        March 31,
                                                   2022             2021
                                                  (Dollars in millions)
               VIP Table Games Turnover       $        963       $ 2,373
               VIP Table Games Win            $         23       $    78
               VIP Table Games Win %                   2.4  %        3.3  %
               Main Floor Table Games Drop    $      1,096       $ 1,044
               Main Floor Table Games Win     $        239       $   230
               Main Floor Table Games Win %           21.8  %       22.0  %



MGM China net revenues were $268 million for the three months ended March 31,
2022 compared to $296 million in the prior year quarter, a decrease of 9%. The
current quarter was more significantly impacted by a decrease in travel as well
as entry restrictions in Macau primarily related to the spread of omicron
variant in Hong Kong and mainland China.

Corporate and other



Corporate and other revenue includes revenues from other corporate operations,
management services and reimbursed costs revenue primarily related to our
CityCenter management agreement (which was terminated upon the acquisition of
CityCenter in September 2021). Reimbursed costs revenue represents reimbursement
of costs, primarily payroll-related, incurred by us in connection with the
provision of management services and was $12 million and $58 million for the
three months ended March 31, 2022 and 2021, respectively, which decreased
compared to the prior year quarter due primarily to the termination of the
CityCenter management agreement, as discussed above. See below for additional
discussion of our share of operating results from unconsolidated affiliates.

Adjusted Property EBITDAR and Adjusted EBITDAR



The following table presents Adjusted Property EBITDAR and Adjusted EBITDAR.
Adjusted Property EBITDAR is our reportable segment GAAP measure, which we
utilize as the primary profit measure for our reportable segments. See Note 11
in the accompanying consolidated financial statements and "Reportable Segment
GAAP measure" below for additional information. Adjusted EBITDAR is a non-GAAP
measure, discussed within "Non-GAAP measures" below.

                                                 Three Months Ended
                                                     March 31,
                                                2022           2021
                                                   (In thousands)
                   Las Vegas Strip Resorts   $ 593,634      $ 108,119
                   Regional Operations         313,279        241,982
                   MGM China                   (25,656)         4,775
                   Corporate and other        (210,853)      (136,991)
                   Adjusted EBITDAR          $ 670,404

Las Vegas Strip Resorts



Las Vegas Strip Resorts Adjusted Property EBITDAR was $594 million for the three
months ended March 31, 2022 compared to $108 million in the prior year quarter,
an increase of 449%. Las Vegas Strip Resorts Adjusted Property EBITDAR margin
increased to 35.7% for the three months ended March 31, 2022 compared to 19.8%
in the prior year quarter as the current year quarter benefited from the
increase in revenues, discussed above, and the realized benefits of cost savings
initiatives.


                                       29

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Regional Operations



Regional Operations Adjusted Property EBITDAR was $313 million for the three
months ended March 31, 2022 compared to $242 million in the prior year quarter,
an increase of 29%. Regional Operations Adjusted Property EBITDAR margin
increased to 35.2% for the three months ended March 31, 2022 compared to 34.0%
in the prior year quarter as the current year benefited from the increase in
revenues, discussed above, and the realized benefits from cost savings
initiatives.

MGM China

MGM China Adjusted Property EBITDAR was a loss of $26 million for the three
months ended March 31, 2022 compared to Adjusted Property EBITDAR of $5 million
in the prior year quarter. The decrease was due primarily to the decrease in
revenues, discussed above, and the current quarter included an $18 million
charge related to litigation reserves. License fee expense was $5 million for
each of the three month periods ended March 31, 2022 and 2021.

Supplemental Information - Same-store Results of Operations



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

                                                                       Three Months Ended
                                                                            March 31,
                                                                  2022                     2021
                                                                         (In thousands)
Las Vegas Strip Resorts net revenues                       $     1,662,892          $       544,964
Acquisitions (1)                                                  (311,293)                       -
Las Vegas Strip Resorts same-store net revenues            $     1,351,599

$ 544,964

Las Vegas Strip Resorts Adjusted Property EBITDAR $ 593,634

         $       108,119
Acquisitions (1)                                                  (121,220)                       -

Las Vegas Strip Resorts Same-Store Adjusted Property EBITDAR

$       472,414

$ 108,119




(1)The net revenues and Adjusted Property EBITDAR of Aria have been excluded for
periods subsequent to its acquisition on September 27, 2021 in determining Las
Vegas Strip Resorts same-store net revenues and Las Vegas Strip Resorts
Same-Store Adjusted Property EBITDAR.

Loss from Unconsolidated Affiliates

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




                                              Three Months Ended
                                                  March 31,
                                             2022           2021
                                                (In thousands)
                      CityCenter          $       -      $  (2,831)
                      MGP BREIT Venture      38,936         38,962
                      BetMGM                (91,993)       (59,236)
                      Other                   6,219         (2,474)
                                          $ (46,838)     $ (25,579)



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.

                                       30
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Non-operating Results

Interest Expense



Gross interest expense was $196 million for each of three months ended March 31,
2022 and 2021. See Note 5 to the accompanying consolidated financial statements
for discussion on long-term debt and see "Liquidity and Capital Resources" for
discussion on issuances and repayments of long-term debt and other sources and
uses of cash.

Other, net

Other income, net was $34 million and $32 million for the three months ended March 31, 2022 and 2021, respectively.

Income Taxes



Our effective income tax rate was a benefit of 51.1% and 22.0% on loss before
income taxes for the three months ended March 31, 2022 and 2021, respectively.
Both the current year quarter and prior year quarter were unfavorably impacted
by losses in Macau that we could not benefit, although the current year quarter
was more greatly impacted due to the expected mix of domestic income and Macau
losses. The effective rate in the prior year quarter was also favorably impacted
by a release of tax reserves in conjunction with the closure of the most recent
New Jersey state audit for Marina District Development Company.

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, rent expense associated with
triple-net operating and ground leases, income from unconsolidated affiliates
related to investments in real estate ventures, and property transactions, net,
and also excludes corporate expense and stock compensation expense, which are
not allocated to each operating segment, and rent expense related to the master
lease with MGP that eliminates 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 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 operations for operating segments that were
consolidated for the full period presented to assist users of the financial
statements in reviewing operating performance over time. Same-Store Adjusted
Property EBITDAR should not be viewed as a measure of overall operating
performance, considered in isolation, or as an alternative to our reportable
segment GAAP measure or net income, or as an alternative to any other measure
determined in accordance with generally accepted accounting principles, because
this measure is not presented on a GAAP basis, and is provided for the limited
purposes discussed herein. In addition, Same-Store Adjusted Property EBITDAR may
not be defined in the same manner by all companies and, as a result, may not be
comparable to similarly titled non-GAAP financials measures of other companies,
and such differences may be material. A reconciliation of our reportable segment
Adjusted Property EBITDAR GAAP measure to Same-Store Adjusted Property EBITDAR
is included herein.

"Adjusted EBITDAR" is earnings before interest and other non-operating income
(expense), taxes, depreciation and amortization, preopening and start-up
expenses, property transactions, net, rent expense associated with triple-net
operating and ground leases, and income from unconsolidated affiliates related
to investments in real estate ventures.

Adjusted EBITDAR information is a non-GAAP measure that is a valuation metric, should not be used as an operating metric, and is presented solely as a supplemental disclosure to reported GAAP measures because we believe this


                                       31
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measure is widely used by analysts, lenders, financial institutions, and
investors as a principal basis for the valuation of gaming companies. We believe
that while items excluded from Adjusted EBITDAR may be recurring in nature and
should not be disregarded in evaluation of our earnings performance, it is
useful to exclude such items when analyzing current results and trends. Also, we
believe excluded items may not relate specifically to current trends or be
indicative of future results. For example, preopening and start-up expenses will
be significantly different in periods when we are developing and constructing a
major expansion project and will depend on where the current period lies within
the development cycle, as well as the size and scope of the project(s). Property
transactions, net includes normal recurring disposals, gains and losses on sales
of assets related to specific assets within our resorts, but also includes gains
or losses on sales of an entire operating resort or a group of resorts and
impairment charges on entire asset groups or investments in unconsolidated
affiliates, which may not be comparable period over period. However, as
discussed herein, Adjusted EBITDAR should not be viewed as a measure of overall
operating performance, an indicator of our performance, considered in isolation,
or construed as an alternative to operating income or net income, or as an
alternative to cash flows from operating activities, as a measure of liquidity,
or as an alternative to any other measure determined in accordance with
generally accepted accounting principles because this measure is not presented
on a GAAP basis and excludes certain expenses, including the rent expense
associated with our triple-net operating and ground leases, and is provided for
the limited purposes discussed herein. In addition, other companies in the
gaming and hospitality industries that report Adjusted EBITDAR may calculate
Adjusted EBITDAR in a different manner and such differences may be material. We
have significant uses of cash flows, including capital expenditures, interest
payments, taxes, real estate triple-net lease and ground lease payments, and
debt principal repayments, which are not reflected in Adjusted EBITDAR. A
reconciliation of GAAP net loss to Adjusted EBITDAR is included herein.

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


                                                                         Three Months Ended
                                                                              March 31,
                                                                    2022                     2021
                                                                           (In thousands)
Net loss attributable to MGM Resorts International           $       (18,016)         $      (331,829)
Plus: Net loss attributable to noncontrolling interests              (16,777)                  (4,109)
Net loss                                                             (34,793)                (335,938)
Benefit for income taxes                                             (36,341)                 (94,698)
Loss before income taxes                                             (71,134)                (430,636)
Non-operating (income) expense:
Interest expense, net of amounts capitalized                         196,091                  195,295
Non-operating items from unconsolidated affiliates                    15,133                   20,836
 Other, net                                                          (34,302)                 (32,185)
                                                                     176,922                  183,946
Operating income (loss)                                              105,788                 (246,690)
 Preopening and start-up expenses                                        434                        5
 Property transactions, net                                           54,738                   26,071
 Depreciation and amortization                                       288,638                  290,551
 Triple-net operating lease and ground lease rent expense            262,452                  189,620
 Income from unconsolidated affiliates related to real
estate ventures                                                      (41,646)                 (41,672)
Adjusted EBITDAR                                             $       670,404

Guarantor Financial Information



As of March 31, 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
MGP, the Operating Partnership, 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 MGM
China and its subsidiaries, are also not guarantors of our principal debt
arrangements. In the event that any subsidiary is no longer a guarantor of our
credit facility or any of our future capital markets indebtedness, that
subsidiary will be released and relieved of its obligations to guarantee our
existing senior notes. The indentures governing the senior notes further
                                       32

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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. As of March 31, 2022, certain of our
guarantor subsidiaries collectively own Operating Partnership units and each
subsidiary accounts for its respective investment under the equity method within
the summarized financial information presented below. These subsidiaries have
also accounted for the MGP master lease as an operating lease, recording
operating lease liabilities and operating ROU assets with the related rent
expense of guarantor subsidiaries reflected within the summarized financial
information.

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