MGM Resorts International (MGM) 10-K risk factor changes: FY2021 vs FY2020

[removed: Summary] [added: Summary] of Risk [removed: Factors][added: Factors]

[removed: | | • |] [added: -] Our substantial indebtedness and significant financial commitments, including the fixed component of our rent payments and guarantees we provide on the indebtedness of [removed: the] Bellagio BREIT Venture and [removed: the] MGP BREIT Venture could adversely affect our operations and financial results and impact our ability to satisfy our obligations. [removed: |]

[removed: | | • |] [added: -] Current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments or make planned expenditures. [removed: |]

[removed: | | • |] [added: -] The agreements governing our senior 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. [removed: |]

[removed: | | • |] [added: -] We are required to pay a significant portion of our cash flows as rent, which could adversely affect our ability to fund our operations and growth initiatives, service our indebtedness and limit our ability to react to competitive and economic changes. [removed: |]

[removed: Risks] [added: Risks] Related to Our [removed: Business][added: Announced Transactions]

[removed: | | • |] [added: -] 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. [removed: |]

[removed: | | • |] [added: -] We face significant competition with respect to destination travel locations generally and with respect to our peers in the industries in which we compete, including increased competition through online sports betting and iGaming, and failure to compete effectively could materially adversely affect our business, financial condition, results of operations and cash flows. [removed: |]

[removed: | | • |] [added: -] Our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such regulations may adversely affect our business and results of operations. [removed: |]

[removed: | | • |] [added: -] Our business is affected by economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside. [removed: |]

[removed: | | • |] [added: -] We may not realize all of the anticipated benefits of our cost savings initiatives, including those associated with our MGM 2020 Plan. [removed: |]

[removed: | | • |] [added: -] Our ability to pay ongoing regular dividends to our stockholders is subject to the discretion of our board of directors and may be limited by our holding company structure, existing and future debt agreements entered into by us or our subsidiaries and state law requirements. [removed: |]

[removed: | | • | Nearly all] [added: - 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. [removed: |]

[removed: | | • | Paul Salem, our Chairman, Daniel J. Taylor, one of our directors, and Corey Sanders, and John M.] McManus, members of our senior management, may have actual or potential conflicts of interest because of their positions at [added: MGP. Paul Salem serves as our Chairman and as the Chairman of] MGP. [removed: |]

[removed: | | • |] [added: -] Despite our ability to exercise control over the affairs of MGP as a result of our ownership of the single outstanding Class B share of MGP, MGP has adopted a policy under which certain transactions with us, including transactions [removed: |][added: involving consideration in excess of $25 million, must be approved in accordance with certain specified procedures, which could affect our ability to execute our operational and strategic objectives.]

[removed: | | |] [added: Despite our ability to exercise control over the affairs of MGP as a result of our ownership of the single outstanding Class B share of MGP, MGP has adopted a policy under which certain transactions with us, including transactions] involving consideration in excess of $25 million, must be approved in accordance with certain specified procedures, which could affect our ability to execute our operational and strategic [removed: objectives. |][added: objectives. We own the single outstanding Class B share of MGP.]

[removed: | | • |] [added: -] We have agreed not to have any interest or involvement in gaming businesses in China, Macau, Hong Kong and Taiwan, other than through MGM China. [removed: |]

[removed: | | • | The] [added: The] Macau government can terminate MGM Grand Paradise’s subconcession under certain circumstances without compensating MGM Grand [removed: Paradise, exercise] [added: Paradise, exercise] its redemption right with respect to the subconcession, or refuse to grant MGM Grand Paradise an extension of the subconcession in [removed: 2022,] [added: 2022, or MGM Grand Paradise may be unsuccessful in obtaining a gaming concession when a new public tender is held by the Macau government,] any of which would have a material adverse effect on our [removed: business, financial condition, results] [added: business, financial condition, results] of operations and cash [removed: flows. |][added: flows. The Macau government has the right to unilaterally terminate the subconcession in the event of fundamental non-compliance by MGM Grand Paradise with applicable Macau laws or MGM Grand Paradise’s basic obligations under the subconcession contract.]

[removed: | | • |] [added: -] The future recognition of our foreign tax credit deferred tax asset is uncertain, and the amount of valuation allowance we may apply against such deferred tax asset may change materially in future periods. [removed: |]

[removed: | | • |] [added: -] We are subject to risks [added: and costs] related to climate change. [removed: |]

[removed: | | • |] [added: -] Because a significant number of our major gaming resorts are concentrated on the Las Vegas Strip, we are subject to greater risks than a gaming company that is more geographically diversified. [removed: |]

[removed: | | • |] [added: -] We extend credit to a large portion of our customers and we may not be able to collect gaming receivables. [removed: |]

[removed: | | • |] [added: -] We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our future profits. [removed: |]

[removed: | | • |] [added: -] Leisure and business travel, especially travel by air, are particularly susceptible to global geopolitical events, such as terrorist attacks, other acts of violence or acts of war or hostility or the outbreak of infectious diseases. [removed: |]

[removed: | | • |] [added: -] Co-investing in [removed: our properties,] [added: properties or businesses,] including our [removed: investments] [added: investment] in [removed: CityCenter and] BetMGM, decreases our ability to manage risk. [removed: |]

[removed: | | • |] [added: -] Any of our future construction, development or expansion projects will be subject to significant development and construction risks, which could have a material adverse impact on related project timetables, costs and our ability to complete the projects. [removed: |]

[removed: | | • |] [added: -] Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer. [removed: In addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future. |]

[removed: | | • |] [added: -] Any failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our business. [removed: |]

[removed: | | • |] [added: -] We are subject to risks associated with doing business outside of the United States. [removed: |]

[removed: | | • |] [added: -] Any violation of the Foreign Corrupt Practices Act or any other similar anti-corruption laws could have a negative impact on us. [removed: |]

[removed: | | • |] [added: -] We face risks related to pending claims that have been, or future claims that may be, brought against us. [removed: |]

[removed: | | • |] [added: -] A significant portion of our labor force is covered by collective bargaining agreements. [removed: |]

[removed: | | • |] [added: -] Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results. [removed: |]

[removed: | | • |] [added: -] The failure to maintain the integrity of our computer systems and customer information could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data. [removed: |]

[removed: | | • |] [added: -] We are subject to risks related to corporate social responsibility and reputation. [removed: |]

[removed: | | • |] [added: -] We may seek to expand through investments in other businesses and properties or through alliances or acquisitions, and we may also seek to divest some of our properties and other assets, any of which may be unsuccessful. [removed: |]

[removed: | | • |] [added: -] If the jurisdictions in which we operate increase gaming taxes and fees, as well as other taxes and fees, our results could be adversely affected. [removed: |]

[removed: | | • |] [added: -] Conflicts of interest may arise because certain of our directors and officers are also directors of MGM China, the holding company for MGM Grand Paradise which owns and operates MGM Macau and MGM Cotai. [removed: |]

[removed: Our] [added: Our] substantial indebtedness and significant financial commitments, including the fixed component of our rent payments and guarantees we provide of the indebtedness of [removed: the] Bellagio BREIT Venture and [removed: the] MGP BREIT Venture could adversely affect our operations and financial results and impact our ability to satisfy our [removed: obligations.][added: obligations. As of December 31, 2021, we had approximately $12.9 billion of principal amount of indebtedness outstanding on a consolidated basis, including $4.3 billion of outstanding indebtedness of the Operating Partnership and $3.1 billion of outstanding indebtedness of MGM China.]

[removed: | | • |] [added: -] increasing our exposure to general adverse economic and industry conditions; [removed: |]

Risks Related to Our Substantial Financial Commitments

- The VICI Transaction, The Cosmopolitan transaction, and The Mirage transaction each remain subject to the satisfaction of certain closing conditions, including the receipt of certain regulatory approvals, and any anticipated benefits from such transactions may take longer to realize than expected or may not be realized at all.

- The potential litigation instituted against us, our transaction counterparties, or our respective directors challenging the VICI Transaction may prevent such transaction from becoming effective within the expected timeframe or at all.

Risks Related to Our Business, Industry, and Market Conditions

Risks Related to Legal and Regulatory Matters and Changes in Public Policy

Risks Related to Our Macau Operations

Risks Related to Our Substantial Financial Commitments

We expect that the recent

Risks Related to Our Announced Transactions

The VICI Transaction, The Cosmopolitan transaction and The Mirage transaction 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. Each of the VICI Transaction, The Cosmopolitan transaction and The Mirage transaction is subject to certain closing conditions, which may not be satisfied within the anticipated timeframe or at all.

For example, completion of the transactions remains subject to the receipt of certain regulatory approvals.

There can be no assurance that any required regulatory approvals will be obtained, and the regulatory authorities from which approvals are required may impose conditions on the consummation of the transaction or require changes to the terms of the transaction or agreements to be entered into in connection with the transaction.

Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding the completion of the transactions, which might reduce the anticipated benefits to us of the transaction or have an adverse effect on our business, financial condition and results of operations.

The completion of the VICI Transaction is also subject to the satisfaction of additional closing conditions, including, among others, (i) receipt of approval of VICI’s shareholders (which was obtained on October 29, 2021), (ii) the absence of any restraining order, injunction or other judgment, order or decree from any applicable governmental authority prohibiting the consummation of the transaction, (iii) the effectiveness of the registration statement for VICI’s shares to be issued in the VICI Transaction and the authorization for listing of those shares on the New York Stock Exchange, (iv) the absence of a material adverse effect on the parties to the master transaction agreement, (v) the accuracy of each party’s representations and warranties in the master transaction agreement, subject to customary materiality standards, and (vi) compliance of each party with its respective covenants under the master transaction agreement.

No assurance can be given that these or any other required conditions to closing will be satisfied.

If the conditions precedent to the VICI Transaction are not satisfied, the VICI Transaction will not be completed unless such conditions are validly waived.

Such conditions may jeopardize or delay the completion of the transaction or may reduce the anticipated benefits of the transaction.

If any of the transactions are not completed, or are not completed on a timely basis, our business may be adversely affected and, without realizing any of the benefits of having completed such transactions, we may be subject to additional risks, costs and expenses, including, but not limited to, the following:

- we will be required to pay our costs relating to such transactions, such as legal, accounting, financial advisory and printing fees, whether or not the transactions are completed;

- the diversion of time and resources committed by our management to matters relating to the transactions could otherwise have been devoted to pursuing other beneficial opportunities;

- we may be subject to negative publicity or be negatively perceived by the investment or business communities as a result of the failure to consummate any or all of the transactions;

- the price of our shares may decline to the extent that the current market price of our shares reflects a higher price than it otherwise would have based on the assumption that any or all of the transactions will be consummated;

- we would have incurred significant expenses relating to such transactions that we may be unable to recover, including termination fees if applicable; and

- we may be subject to litigation related to the failure to consummate the transactions or to perform our obligations under the respective transaction agreements.

In addition, we entered into the transactions as part of our current growth strategy.

Even if the transactions are completed as currently anticipated, there can be no assurances that any anticipated benefits from the transactions will be realized as expected or that such benefits will be achieved within the anticipated time frame or at all.

Failure to achieve the anticipated benefits of the transactions could adversely affect our results of operations or cash flows, cause dilution to our earnings per share, decrease or delay any accretive effect of such transactions and negatively impact the price of our common stock.

The potential litigation instituted against us, our transaction counterparties, or our respective directors challenging the proposed VICI Transaction may prevent such transaction from becoming effective within the expected timeframe or at all. Potential litigation related to the VICI Transaction may result in injunctive or other relief prohibiting, delaying or otherwise adversely affecting the parties’ ability to complete the VICI Transaction.

One of the conditions to the

VICI Transaction under the master transaction agreement is that no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any governmental authority of competent jurisdiction prohibiting consummation of the VICI Transaction or any other transactions contemplated by the master transaction agreement shall be in effect.

Accordingly, any such injunctive or other relief may prevent the VICI Transaction from becoming effective within the expected timeframe or at all.

In addition, defending against such claims may be expensive and divert management’s attention and resources, which could adversely affect our business and the businesses of the counterparties to such transactions.

Risks Related to Our Business, Industry, and Market Conditions

The omicron variant of COVID-19, which appears to be the most transmissible and contagious variant to date, has caused an increase in COVID-19 cases globally.

The impact of the omicron variant, or of any other variants that may emerge, cannot be predicted at this time, and could depend on numerous factors, including the availability of vaccines in different parts of the world, vaccination rates among the population, the effectiveness of COVID-19 vaccines against the variants, and the response by governmental bodies to reinstate mandated business closures, orders to “shelter in place,” occupancy limitations, and travel and transportation restrictions.

In addition, the spread of new variants, including omicron, has had a material impact on domestic and international travel, which has resulted in reduced demand for hotel rooms, convention space and other casino resorts amenities.

In addition, from time to time during 2021 local COVID-19 cases were identified in Macau.

Upon such occurrences, a state of immediate prevention was declared and mass mandatory nucleic acid testing was imposed in Macau, the validity period of negative test results for re-entry into mainland China was shortened and quarantine requirements were imposed, certain events were cancelled or suspended, and in some instances certain entertainment and leisure facilities were closed throughout Macau.

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

Similarly, as a result of Macau’s Gaming Inspection and Co-ordination Bureau increasing scrutiny and restrictions imposed on gaming promoters, we along with certain other casino operators in Macau, suspended our primary gaming promoters, which has led to substantial declines in revenues from gaming promoters.

| --- | --- |

Risks Relating to Our Substantial Indebtedness

| --- | --- | --- |

| | • | Although all of our properties are open to the public, they are operating without certain amenities and subject to certain occupancy limitations, and we are unable to predict the length of time it will take for our open properties to return to normal operations or if such properties will be required to close again due to the COVID-19 pandemic. |

| | • | We have undertaken aggressive actions to reduce costs and improve efficiencies to mitigate losses as a result of the COVID-19 pandemic, which could negatively impact guest loyalty and our ability to attract and retain employees. |

| | • | The anticipated benefits of our asset light strategy, including the Bellagio sale-leaseback transaction and MGP BREIT Venture Transaction, may take longer to realize than expected or may not be realized at all. |

| | • | MGM Grand Paradise is dependent upon gaming promoters for a significant portion of gaming revenues in Macau. |

Risks Relating to Our Substantial Indebtedness

As of December 31, 2020, we had approximately $12.5 billion of principal amount of indebtedness outstanding on a consolidated basis, including $4.2 billion of outstanding indebtedness of the Operating Partnership and $2.8 billion of outstanding indebtedness of MGM China.

Finally, our senior credit facility calculates interest on outstanding balances using the London Inter-Bank Offered Rate (“LIBOR”).

On July 27, 2017, the United Kingdom Financial Conduct Authority (the "FCA") announced it would phase out LIBOR as a benchmark by the end of 2021.

Although our senior credit facility includes LIBOR replacement provisions that contemplate an alternate benchmark rate to be mutually agreed upon by us and the administrative agent, if necessary, any such changes may result in interest obligations which are more than or do not otherwise correlate over time with the payments that would have been made if LIBOR was available in its current form.

As a result, there can be no assurance that discontinuation of LIBOR will not result in significant increases in benchmark interest rates, substantially higher financing costs or a shortage of available debt financing, any of which could have an adverse effect on us.

Current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments or make planned expenditures.

We expect that the pandemic will continue to impact consumer spending levels in 2021 and potentially thereafter, and if we fail to generate cash sufficient to fund our liquidity

Covenants governing our senior credit facility and certain of our debt securities restrict, among other things, our ability to:

In April of 2020 we entered into an amendment to our senior secured credit facility to waive the rent adjusted net leverage and interest coverage covenants through (but excluding) the second quarter of 2021 and adjust the required leverage and interest coverage levels for the covenant when it is reimposed at the end of the waiver period.

In February 2021, we further amended the senior secured credit facility to extend the covenant relief period through (but excluding) the second quarter of 2022 and adjust the required leverage and interest coverage levels for the covenant when it is reimposed at the end of the waiver period.

As of December 31, 2020 we are required to make annual rent payments of $828 million under the master lease with MGP, annual rent payments of $250 million under the lease with Bellagio BREIT Venture, and annual rent payments of $292 million under the lease with MGP BREIT Venture, which leases are also subject to annual escalators as described elsewhere in this Annual Report on Form 10-K.

The COVID-19 pandemic and its consequences have dramatically reduced travel and demand for hotel rooms and other casino resort amenities, which has had a negative impact on our consolidated results of operations for the year ended December 31, 2020 and which we expect to impact our consolidated results of operations during 2021 and potentially thereafter.

In particular, although all of our properties are open to the public, they were all required to be fully closed for some periods of time during 2020 pursuant to various state and local government regulations, which had a negative impact on our results of operations during this period.

In addition, in light of the recent significant increases in reported cases of COVID-19 across the country, as well as the emergence of variant strains, additional restrictions have been imposed in certain of the jurisdictions in which we operate, including setting curfews and imposing restrictions on hotel and restaurant operations.

In light of the continued impact of the pandemic on midweek visitation, the Company determined to temporarily close the hotel tower operations at Mandalay Bay and Park MGM midweek and determined to temporarily close The Mirage midweek, which are expected to resume full week operations on March 3, 2021.

Further, our properties are continuing to operate without certain amenities and subject to certain occupancy limitations, and we are unable to predict the length of time it will take for our properties to return to normal operations or if our properties or portions of our properties will be required to close again due to the COVID-19 pandemic and the emergence of variant strains of the virus.

See “—Although all of our properties have re-opened to the public, they are operating without certain amenities and subject to certain occupancy limitations, and we are unable to predict the length of time it will take for our properties to return to normal operations or if such properties will be required to close again due to the COVID-19 pandemic.”

Following a temporary closure of MGM China’s properties in Macau on February 5, 2020, operations resumed on February 20, 2020, subject to certain health safeguards, such as limiting the number of gaming tables allowed to operate and the number of seats available at each table game, slot machine spacing, reduced operating hours at a number of restaurants and bars, temperature checks, mask protection and the need to present negative COVID-19 test results and health declarations submitted through the Macau Health Code system which remain in effect.

Effective July 15, 2020, all guests entering our casinos were required to provide a negative nucleic acid test result with a valid ‘green’ Macau Health Code.

As a result of the foregoing, the COVID-19 pandemic has had a significant negative impact on MGM China’s results of operations for the year ended December 31, 2020 and will likely continue to negatively impact MGM China’s results of operations in 2021 given the uncertainty of the length of time of the pandemic, the emergence of variant strains of the virus and the continuation of operating restrictions and other limitations on visitation.

in response to the pandemic (including the rise of variant strains of the virus), such as limiting or banning travel and limiting or banning leisure, casino and entertainment (including sporting events) activities; and how quickly economies, travel activity, and demand for gaming, entertainment and leisure activities recovers after the pandemic subsides.

In addition, while we expect to benefit from certain payroll tax and income tax relief provided under the CARES Act, we have not applied for any of the other available benefits, although we may do so in the future to the extent such benefits remain available or new benefits become available.

If we were to apply for such benefits, we cannot predict the manner in which such benefits would be allocated or administered and we cannot assure you that we will be able to access such benefits in a timely manner or at all.

Certain of the benefits we may seek to access under the CARES Act have not previously been administered on the present scale or at all.

Government or third party program administrators may be unable to cope with the volume of applications in the near term and any benefits we receive may not be as extensive as those for which we may apply, may impose additional conditions and restrictions on our operations or may otherwise provide less relief than we contemplate.

If the U.S. government or any other governmental authority agrees to provide crisis relief assistance that we accept, it may impose certain requirements on the recipients of the aid, including restrictions on executive officer compensation, dividends, prepayment of debt, limitations on debt and other similar restrictions that will apply for a period of time after the aid is repaid or redeemed in full.

We cannot assure you that any such government crisis relief assistance will not significantly limit our corporate activities or be on terms that are favorable to us.

Such restrictions and terms could adversely impact our business and operations.

Although all of our properties are open to the public, they are operating without certain amenities and subject to certain occupancy limitations, and we are unable to predict the length of time it will take for our properties to return to normal operations or if such properties will be required to close again due to the COVID-19 pandemic.

As of the date of this filing, all of our properties are open or expected to be open to the public, but are operating without certain amenities and subject to certain occupancy limitations, including midweek hotel tower closures at Mandalay Bay and Park MGM and the full midweek closure of The Mirage, which are expected to resume full week operations on March 3, 2021.

Accordingly, although our properties are open, they are generating revenues that are significantly lower than historical results.

In addition, our properties may be subject to temporary, complete or partial shutdowns in the future due to COVID-19 related concerns.

This management’s discussion and analysis of financial condition and results of operations includes discussion as of and for the year ended December 31, [removed: 2020] [added: 2021] compared to December 31, [removed: 2019.][added: 2020.]

Discussion of our financial condition and results of operations as of and for the year ended December 31, [removed: 2019] [added: 2020] compared to December 31, [removed: 2018] [added: 2019] can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019,] [added: 2020,] filed with the Securities and Exchange Commission (“SEC”) on February [removed: 27, 2020.][added: 26, 2021.]

[removed: Description] [added: Description] of our business and key performance [removed: indicators][added: indicators]

Our primary business is the [removed: ownership and] operation of casino resorts, which offer gaming, hotel, convention, dining, entertainment, retail and other resort amenities.

We [removed: own or invest in] [added: operate] several of the finest casino resorts in the world and we continually reinvest in our resorts to maintain our competitive advantage.

We rely [removed: heavily] on the ability of our resorts to generate operating cash flow to fund capital expenditures, provide excess cash flow for future [removed: development and] [added: development,] repay debt [removed: financings.][added: financings, and return capital to our shareholders.]

[removed: Financial] [added: *Financial] Impact of [removed: COVID-19][added: COVID-19*]

The spread of COVID-19 and developments surrounding the global pandemic have [removed: had, and we expect will continue to have,] [added: had] a significant impact on our business, financial condition, results of operations and cash flows in [removed: 2021.][added: 2020 and 2021 and may continue to impact our business in 2022 and thereafter.]

Throughout the second and third quarters of [removed: 2020] [added: 2020,] all of our properties that were temporarily closed re-opened to the [removed: public but continue to operate without certain amenities and subject to certain occupancy limitations, with restrictions varying by jurisdiction and] [added: public,] with [removed: further] temporary re-closures and re-openings occurring for [added: certain of] our properties or portions [removed: of our properties] [added: thereof] into the first quarter of 2021.

[removed: In response to reduced demand, we temporarily closed the] [added: | (2) | | | Park MGM and Mandalay Bay’s] hotel tower operations [removed: at Mandalay Bay and Park MGM] [added: were closed] midweek [added: starting November 9, 2020] and [removed: temporarily closed The Mirage midweek, which are expected to resume] [added: November 30, 2020, respectively, and] full week [added: hotel tower] operations [added: resumed] on March 3, 2021. [added: | | |]

[removed: In addition, as a result] [added: Although all] of [added: our properties have re-opened, in light of] the [removed: continued impact] [added: unpredictable nature] of the [removed: COVID-19 pandemic and] [added: pandemic, including] the emergence [added: and spread] of [removed: variant strains, our] [added: COVID-19 variants, the] properties may be subject to [added: new operating restrictions and/or] temporary, complete, or partial shutdowns in the future.

At this time, we cannot predict whether [removed: the jurisdictions in which our properties are located,] [added: jurisdictions,] states or the federal government will [removed: continue to impose operating restrictions on us or] adopt similar or more restrictive measures in the [removed: future,] [added: future than in the past,] including stay-at-home orders or [removed: ordering] the temporary [removed: closures] [added: closure] of all or a portion of our [removed: properties.][added: properties as a result of the pandemic.]

In [removed: addition,] [added: Macau,] following a temporary closure of our properties [removed: in Macau] on February 5, 2020, operations resumed on February 20, 2020, subject to certain health safeguards, such as limiting the number of [removed: gaming tables allowed to operate and the number of] seats available at each table game, slot machine spacing, reduced operating hours at a number of restaurants and bars, temperature checks, [removed: mask protection] and [removed: the need to present negative COVID-19 test results and health declarations submitted through the Macau Health Code system which remain in effect.][added: mask protection.]

Although the issuance of tourist visas (including the [removed: IVS)] [added: individual visit scheme)] for residents of Zhuhai, Guangdong Province and all other provinces in mainland China to travel to Macau resumed on August 12, 2020, August 26, 2020 and September 23, 2020, respectively, several travel and entry restrictions in Macau, Hong Kong and mainland China remain in place (including the temporary suspension of ferry services [removed: from] [added: between] Hong Kong [removed: to] [added: and] Macau, the [added: negative] nucleic acid test result [removed: certificate] [added: certificate,] and mandatory quarantine requirements [added: for returning residents, for visitors from Hong Kong, Taiwan, and]

[removed: for visitors from Hong Kong and Taiwan,] [added: mainland China,] and bans on entry [removed: or enhanced quarantine requirements] on other [removed: visitors into Macau),] [added: visitors),] which [removed: have] significantly impacted visitation to our Macau properties.

During the year ended December 31, [removed: 2020,] [added: 2021,] Las Vegas visitor volume [removed: decreased 55%] [added: increased 69%] compared to the prior year period according to information published by the Las Vegas Convention and Visitors Authority.

[removed: Although the] [added: The] Las Vegas market has had the addition of new sporting events and venues, the expansion of convention centers, as well as music and entertainment events, [added: which have positively impacted visitation, along with] the [added: easing of] COVID-19 [removed: pandemic has drastically impacted visitation.][added: related restrictions, as discussed above.]

During the year ended December 31, [removed: 2020] [added: 2021,] Macau visitor arrivals [removed: decreased 85%] [added: increased 31%] compared to the prior year period according to statistics published by the Statistics and Census Service of the Macau Government, as [removed: a result of] the [removed: disruption caused] [added: prior year period was more negatively affected] by [added: travel and entry restrictions in Macau than in] the [removed: COVID-19 pandemic.][added: current year period.]

As of December 31, [removed: 2020, pursuant to a master lease agreement with MGP,] [added: 2021,] we lease 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, [removed: and] MGM Northfield [removed: Park.][added: Park, and MGM Springfield pursuant to a master lease agreement with MGP.]

As further discussed below, [added: we lease the real estate assets of Bellagio] pursuant to a lease agreement with [removed: the] Bellagio BREIT Venture, [removed: we lease] the real estate assets of [removed: Bellagio,] [added: Mandalay Bay] and [added: MGM Grand Las Vegas] pursuant to a lease agreement with [removed: the] MGP BREIT Venture, [removed: we lease] [added: and] the real estate assets of [removed: Mandalay Bay and MGM Grand Las Vegas.][added: Aria (including Vdara) pursuant to a lease agreement with a fund managed by Blackstone, as further discussed below.]

In April 2019, we acquired the membership interests of Northfield [added: Park Associates, LLC (“Northfield”), an Ohio limited liability company that owned the real estate assets and operations of the Hard Rock Rocksino Northfield Park,] from MGP and MGP retained the real estate assets.

See Note [removed: 4 and Note] 18 in the accompanying financial statements for information regarding this acquisition.

In March 2019, we entered into an amendment to the master lease between us and MGP with respect to improvements made by us related to [added: the] rebranding of the Park MGM and NoMad Las Vegas.

In November 2019, we completed the Bellagio transaction, pursuant to which [removed: the] Bellagio BREIT Venture was formed, which acquired the Bellagio real estate assets from us and entered into a lease agreement to lease the real estate assets back to us.

The [removed: Bellagio] [added: initial term of the] lease provides for [removed: a term of 30 years with two ten-year renewal options and has] [added: an] initial annual [removed: base] rent of [removed: $245] [added: $292] million with a fixed 2% escalator for the first [removed: ten] [added: 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 [removed: 3% during the 11th through 20th years and 4% thereafter.][added: 3%.]

In exchange for the contribution of the real estate assets, we received total consideration of $4.25 billion, which consisted of a 5% equity interest in the venture and [added: cash of] approximately $4.2 [removed: billion in cash.][added: billion.]

We also provide a shortfall guarantee of the principal amount of indebtedness of [removed: the] Bellagio BREIT Venture (and any interest accrued and unpaid thereon).

See Note 1, Note 11, and Note 12 in the accompanying consolidated financial statements for information regarding this transaction, lease agreement, and shortfall [removed: guarantee.][added: guarantee, respectively.]

In December 2019, we sold Circus Circus Las Vegas and adjacent land for $825 million, which consisted of [removed: $662.5] [added: $663] million paid in cash and a secured note due 2024 with a face value of [removed: $162.5] [added: $163] million and fair value of [removed: $133.7] [added: $134] million.

[removed: On] [added: In] February [removed: 14,] 2020, we completed the MGP BREIT Venture Transaction pursuant to which the real estate assets of MGM Grand Las Vegas and Mandalay Bay (including Mandalay Place) were contributed to MGP BREIT Venture, owned 50.1% by the Operating Partnership and 49.9% by a subsidiary of BREIT.

In exchange for the contribution of the real estate assets, MGM and MGP received total consideration of $4.6 billion, which was comprised of $2.5 billion of cash, $1.3 billion of the Operating Partnership’s secured indebtedness assumed by [removed: the] MGP BREIT Venture, and the Operating Partnership’s 50.1% equity interest in [removed: the] MGP BREIT Venture.

In addition, the Operating Partnership issued approximately 3 million Operating Partnership units to us representing 5% of the equity value of [removed: the] MGP BREIT Venture.

We also provide a shortfall guarantee of the principal amount of indebtedness of [removed: the] MGP BREIT Venture (and any interest accrued and unpaid thereon).

The [added: new master] lease [removed: provides for a] [added: will have an initial] term of [removed: thirty years] [added: 25 years,] with [removed: two ten-year renewal options] [added: three 10-year renewals,] and [removed: has an] initial annual [removed: base] rent of [removed: $292] [added: $860] million, escalating annually at a rate of 2% per annum for the first [removed: fifteen] [added: 10] years and thereafter equal to the greater of 2% and the CPI increase during the prior year subject to a cap of 3%.

In addition, the lease obligates us to spend a specified percentage of net revenues at the properties on capital expenditures and that we comply with certain financial covenants, which, if not met, would require us to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to the rent for the succeeding [removed: one-year] [added: 1-year] period.

In connection with the MGP BREIT Venture Transaction, the master lease with MGP was modified to remove the Mandalay Bay property and the annual cash rent under the MGP master lease was reduced by $133 [removed: million.][added: million, as further discussed in Note 18.]

Also, [removed: on] [added: in] January [removed: 14,] 2020, we, the Operating Partnership, and MGP entered into an agreement for the Operating Partnership to waive its right [added: following the closing of the MGP BREIT Venture Transaction] to issue MGP Class A shares, in lieu of cash, to us in connection with us exercising our right to require the Operating Partnership to redeem the Operating Partnership units we hold, at a price per unit equal to a 3% discount to the [removed: applicable cash amount as calculated in accordance with] [added: ten day average closing price prior to] the [removed: operating agreement.][added: date of the notice of redemption.]

The waiver was [added: effective upon closing of the transaction on February 14, 2020 and was] scheduled to terminate on the earlier of [removed: 24 months following the closing of the MGP BREIT Venture Transaction] [added: February 14, 2022] or upon our receipt of cash proceeds of $1.4 billion as consideration for the redemption of our Operating Partnership units.

[removed: Key] [added: *Key] Performance [removed: Indicators][added: Indicators*]

[removed: | | • | 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 [removed: |]

Upon re-opening, the properties continued to operate without certain amenities and subject to certain occupancy limitations, with restrictions varying by jurisdiction.

Beginning in the latter part of the first quarter of 2021 and continuing into the second quarter of 2021, our domestic jurisdictions eased and removed prior operating restrictions, including capacity and occupancy limits, as well as social distancing policies.

In the third and fourth quarters of 2021, local COVID-19 cases were identified in Macau.

Upon such occurrences, a state of immediate prevention was declared and mass mandatory nucleic acid testing was imposed in Macau, the validity period of negative test results for re-entry into mainland China was shortened and quarantine requirements were imposed, certain events were cancelled or suspended, and in some instances, certain entertainment and leisure facilities were closed throughout Macau.

Although gaming and hotel operations have remained open during these states of immediate prevention, such measures have had a negative effect on our 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.

For a discussion of the risks to our business resulting from COVID-19, please see “Item 1A.

Risk Factors — Risks Related to Our Business, Industry, and Market Conditions.”

The Bellagio lease has an initial term of 30 years with two 10-year renewal periods, exercisable at our option.

The initial term of the lease provides for an initial annual rent of $245 million with a fixed 2% 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.

In addition, the lease obligates us to spend a specified percentage of net revenues at the property on capital expenditures and that we comply with certain financial covenants, which, if not met, would require us to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to rent for the succeeding 2-year period.

See Note 1, Note 11, and Note 12 in the accompanying consolidated financial statements for information regarding this transaction, lease agreement, and shortfall guarantee, respectively.

The lease has an initial term of 30 years with two 10-year renewal periods, exercisable at our option.

In March 2021, we delivered a notice of redemption to MGP covering approximately 37 million Operating Partnership units that we held which was satisfied with aggregate cash proceeds of approximately $1.2 billion, using cash on hand together with the proceeds from MGP's issuance of Class A shares.

See Note 13 in the accompanying consolidated financial statements for information regarding this transaction, which eliminates in consolidation.

In August 2021, we entered into an agreement with VICI and MGP whereby VICI will acquire MGP.

Pursuant to the agreement, MGP Class A shareholders will receive 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and we will receive 1.366 units of the new VICI OP in exchange for each Operating Partnership unit we hold.

The fixed exchange ratio represents an agreed upon price of $43 per share of MGP Class A share to the five-day volume weighted average price of VICI stock as of the close of business on July 30, 2021.

In connection with the exchange, VICI OP will redeem the majority of our VICI OP units for cash consideration of $4.4 billion, with us retaining an approximate $370 million ownership interest in the VICI OP (based upon the close price of VICI stock as of August 3, 2021).

MGP’s Class B share that we hold will be cancelled.

As part of the transaction, we will enter into an amended and restated master lease with VICI.

The transaction is expected to close in the first half of 2022, subject to customary closing conditions, regulatory approvals, and approval by VICI stockholders (which was obtained on October 29, 2021).

See “Item 1A.

Risk Factors — Risks Related to Our Announced Transactions — The VICI Transaction, The Cosmopolitan transaction, and The Mirage transaction 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.”

In September 2021, we entered into an agreement to acquire the operations of The Cosmopolitan for cash consideration of $1.625 billion, subject to customary working capital adjustments.

Additionally, we will enter into a lease agreement for the real estate assets of The Cosmopolitan.

The Cosmopolitan lease will have an initial term of 30 years with three subsequent 10-year renewal periods, exercisable at our option.

The initial term of the lease provides for an initial annual cash rent of $200 million with a fixed 2% escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3%.

Additionally, the lease will require us to spend a specified percentage of net revenues over a rolling 5-year period at the property on capital expenditures and for us to comply with certain financial covenants, which, if not met, would require us to maintain cash security or one or more letters of credit in favor of the landlord in an amount equal to rent for the succeeding 1-year period.

The transaction is expected to close in the first half of 2022, subject to regulatory approvals and other customary closing conditions.

In September 2021, we completed the acquisition of the 50% ownership interest in CityCenter held by Infinity World for cash consideration of $2.125 billion.

Upon the closing of the transaction, we own 100% of CityCenter and accordingly no longer account for our interest under the equity method of accounting, and we now consolidate CityCenter in our financial statements.

See Note 4 in the accompanying consolidated financial statements for information regarding this transaction.

In September 2021, we sold the real estate assets of Aria (including Vdara) for cash consideration of $3.89 billion and entered into a lease pursuant to which we lease back the real property.

The lease has an initial term of 30 years with three 10-year renewal periods, exercisable at our option.

The initial term of the lease provides for an initial annual rent of $215 million with a fixed 2% escalator for the first 15 years and, thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3%.

In addition, the lease obligates us to spend a specified percentage of net revenues at the properties on capital expenditures and that we comply with certain financial covenants, which, if not met, would require us to maintain cash security or provide a letter of credit in favor of the landlord in an amount equal to the rent for the succeeding 1-year period.

See Note 11 in the accompanying consolidated financial statements for information regarding this lease.

In October 2021, MGP acquired the real estate assets of MGM Springfield from us and MGM Springfield was added to the MGP master lease between us and MGP through which we lease back the real property.

Transactions with MGP, including transactions under the MGP master lease, have been eliminated in our consolidation of MGP.

| --- | --- |

Accordingly, our properties continued to generate revenues that are significantly lower than historical results.

We have implemented certain measures to mitigate the spread of COVID-19, including limitations on the number of gaming tables allowed to operate and on the number of seats at each table game, as well as slot machine spacing, temperature checks, mask protection, limitations on restaurant capacity, entertainment events and conventions as well as other measures to enforce social distancing.

Effective July 15, 2020, all guests entering our casinos were required to provide a negative nucleic acid test result with a valid ‘green’ Macau Health Code.

During 2020, we engaged in aggressive cost reduction efforts to minimize cash outflows while our properties were initially closed and have continued to engage in such efforts as the properties have re-opened, we still face significant fixed and variable expenses.

Our efforts included:

| | • | reducing or deferring at least 50% of planned domestic capital expenditures in 2020; |

| --- | --- | --- |

| | • | reducing employee costs, including through hiring freezes, headcount reductions and substantial furloughs of employees (which have resulted in a number of employees being separated from us) and cancellation of merit pay increases; |

| | • | midweek closures of certain hotel towers and properties in response to reduced demand; |

| | • | initiating a program where certain senior executives and directors voluntarily elected to receive all or a portion of their remaining base salary during 2020 in the form of restricted stock units in lieu of cash; and |

| | • | starting with our dividend for the second quarter of 2020, our Board approved a nominal annual dividend of $0.01 per share. |

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law.

The CARES Act provides opportunities for additional liquidity, loan guarantees, and other government programs to support companies affected by the COVID-19 pandemic and their employees.

Based on a preliminary analysis of the CARES Act, the benefits we expect to recognize include:

| | • | refund of federal income taxes due to a five-year carryback of net operating loss incurred in 2020 that we estimate will result in a $205 million to $215 million refund; |

| | • | relaxation of interest expense deduction limitation for income tax purposes, which is included in the estimate above; |

| | • | reduction of employer Federal Insurance Contributions Act (“FICA”) taxes equal to 50% of wages paid and health care coverage provided to furloughed employees during 2020, which resulted in permanent savings of approximately $121 million that was recorded in the year ended December 31, 2020, including our share of the savings recorded by CityCenter; and |

| | • | deferral of all employer FICA taxes from the date of enactment through December 31, 2020, 50% payable by December 2021 and the remainder payable by December 2022, which resulted in a deferral of approximately $51 million. |

In addition, we have seen and continue to expect to see weakened demand at our properties as a result of continued domestic and international travel restrictions or warnings, restrictions on amenity use, such as gaming, restaurant and pool capacity limitations, consumer fears and reduced consumer discretionary spending, general economic uncertainty, and increased rates of unemployment.

In light of the foregoing, we are unable to determine when our properties will return to pre-pandemic demand or pricing, or if our properties will remain re-opened.

The COVID-19 pandemic has had a material impact on our consolidated results of operations during 2020 and we expect that it will continue to have a material impact on our consolidated results of operations during 2021 and potentially thereafter.

In July 2018, MGP completed its Northfield Acquisition for approximately $1.1 billion.

In July 2018, we and Entain formed BetMGM, a venture that is owned 50% by each party.

In connection with its formation, we provided BetMGM with exclusive access to all of our domestic land-based and online sports betting, major tournament poker, and online gaming operations and Entain provided BetMGM with exclusive access to its technology in the United States.

In January 2019, we announced the implementation of a company-wide business optimization initiative (the “MGM 2020 Plan”) to further reduce costs, improve efficiencies and position us for growth.

With the impact of COVID-19, we further addressed our strategy and cost approach with the aggressive reduction in operating costs, as further discussed earlier.

| | • | Hotel revenue indicators: 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 year ended December 31, 2020 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. |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Summary Operating Results

| --- | --- | --- | --- |

| (3) | MGM Springfield’s hotel was closed beginning November 2, 2020, with re-opening expected to occur on March 5, 2021. |

Consolidated net revenues in 2020 decreased 60% compared to 2019 due primarily to the impact of COVID-19, which included a partial year of operations due to temporary closures at our properties, midweek hotel closures at certain domestic properties subsequent to re-opening, travel restrictions to Macau, including the suspension of the IVS for part of the year, restrictions on the number of table games allowed to operate in certain jurisdictions, and restrictions on the number of seats available at each table at both our domestic resorts and Macau properties, and other social distancing restrictions in place at our properties, including the number of slot machines available for use, property capacity restrictions, and venue/amenity limitations, as discussed above, as well as a decrease in travel and business volume.

Consolidated operating loss was $642 million for the year ended December 31, 2020 compared to operating income of $3.9 billion in 2019, due primarily to the impact of COVID-19 which included a decrease in net revenues discussed above, a $1.2 billion decrease in the gain related to our REIT transactions, and a $21 million increase in general and administrative expense, as discussed

below, partially offset by a decrease in operating expenses as a result of cost reduction efforts during property closures, a $66 million decrease in restructuring costs of which a portion was recorded to corporate expense, discussed below, a $182 million decrease in property transactions, net, and a $94 million decrease in depreciation and amortization.

In addition, general and administrative expense in the current year included $10 million of restructuring costs related to severance and accelerated stock compensation expense compared to $76 million in the prior year period.

Corporate expense in the prior year period included $20 million of Empire City acquisition costs, primarily related to transfer taxes and advisory fees, $29 million in costs incurred to implement the MGM 2020 Plan, and $11 million in finance modernization initiative costs.

Depreciation and amortization and the gain related to our REIT transactions decreased compared to the prior year period due primarily to the sale of the MGM Grand Las Vegas and Mandalay Bay real estate assets in February 2020 and the sale of the Bellagio real estate assets in November 2019.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Slots win | | | 649,229 | | | | 1,193,607 | | | | 1,140,269 | |

[removed: Market Risk][added: Market Risk]

As of December 31, [removed: 2020,] [added: 2021,] variable rate borrowings represented approximately [removed: 6%] [added: 3%] of our total borrowings after giving effect on the Operating Partnership’s borrowings for the currently effective interest rate swap agreements on which the Operating Partnership pays a weighted average of [removed: 1.821%] [added: 1.783%] on a total notional amount of [removed: $1.9 billion.][added: $700 million.]

The following table provides additional information about [added: the maturities of] our [removed: gross long-term] debt subject to changes in interest [removed: rates] [added: rates,] excluding the effect of the Operating Partnership interest rate swaps discussed above:

| | | [removed: Debt] [added: | | | | Debt] maturing [removed: in] [added: in] | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | Fair Value] December 31, [added: 2021] | | |

| | | [removed: 2021] | | | | [removed: 2022] [added: 2022] | | | | [removed: 2023] | | [added: 2023] | | [removed: 2024] | | | | [removed: 2025] [added: 2024] | | | | [removed: Thereafter] | | [added: 2025] | | [removed: Total] | | | | [removed: 2020] [added: 2026] | | | [added: | | | Thereafter | | | | | | Total | | | | | | | | |]

| | | [removed: (In] [added: | | | | (In] millions except interest [removed: rates)] [added: rates)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]

| Fixed-rate | | [removed: $] | [removed: —] | | | $ | 1,000 | | | [added: | |] $ | 1,250 | | | [added: | |] $ | 1,800 | | | [added: | |] $ | 2,725 | | | [added: | |] $ | [removed: 4,926] [added: 1,650] | | | [added: | |] $ | [removed: 11,701] [added: 4,026] | | | [added: | |] $ | [removed: 12,425] [added: 12,451] | | [added: | | | $ | 12,948 | |]

| Average interest rate | | [removed: N/A] | | | | [removed: |] 7.8 | [added: |] % | | | [added: |] 6.0 | [added: |] % | | | [added: |] 5.5 | [added: |] % | | | [added: |] 5.6 | [added: |] % | | | [removed: 5.0] | [added: 5.2 | |] % | | | [removed: 5.6] | [added: 4.9 | |] % | | | | [added: 5.5] | [added: | % | | | | | | |]

| Average interest rate | | [removed: N/A] | | | | N/A | | | | | [added: |] 1.9 | [added: |] % | | | [added: |] 3.0 | [added: |] % | | [added: | |] N/A | | | | [added: | |] N/A | | | | | [removed: 3.0] | [added: N/A | | | | | | 2.8 | |] % | | | | | [added: | |]

As of December 31, [removed: 2020,] [added: 2021,] a 1% weakening of the Hong Kong dollar (the functional currency of MGM China) to the U.S. dollar would result in a foreign currency transaction loss of [removed: $20] [added: $28] million.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Variable rate | | | | | | $ | — | | | | | $ | 50 | | | | | $ | 360 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 410 | | | | | $ | 410 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Variable rate | | $ | — | | | $ | — | | | $ | 10 | | | $ | 770 | | | $ | — | | | $ | — | | | $ | 780 | | | $ | 780 | |

[removed: MGM] [added: *MGM] Resorts International is referred to as the “Company,” “MGM Resorts,” or the “Registrant,” and together with its subsidiaries may also be referred to as “we,” “us” or “our.” MGM China Holdings Limited together with its subsidiaries is referred to as “MGM China.” Except where the context indicates otherwise, “MGP” refers to MGM Growth Properties LLC together with its consolidated [removed: subsidiaries.][added: subsidiaries.*]

[removed: Overview][added: Overview]

We believe we [removed: own or invest in] [added: operate] several of the finest casino resorts in the world and we continually reinvest in our resorts to maintain our competitive advantage.

As of December 31, [removed: 2020, pursuant to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership,] [added: 2021,] we lease 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, [removed: and] MGM Northfield [removed: Park.][added: Park, and MGM Springfield pursuant to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership.]

See Note 1 in the accompanying consolidated financial statements for information regarding MGP and the Operating Partnership, which we consolidate in our financial statements, and Note 18 in the accompanying consolidated financial statements for information regarding the master lease with [removed: MGP.][added: MGP, which eliminates in consolidation.]

[removed: Pursuant] [added: We lease the real estate assets of Bellagio pursuant] to a lease agreement between a subsidiary of ours and a venture that is 5% owned by such subsidiary and 95% owned by a subsidiary of Blackstone Real Estate Income Trust, Inc. (“BREIT”, and such venture, the “Bellagio BREIT [removed: Venture”), we lease the real estate assets of Bellagio.][added: Venture”).]

[removed: Additionally,] [added: We lease the real estate assets of Mandalay Bay and MGM Grand Las Vegas] pursuant to a lease agreement between a subsidiary of ours and a venture that is 50.1% owned by a subsidiary of the Operating Partnership and 49.9% [added: owned] by a subsidiary of BREIT (such venture, the “MGP BREIT [removed: Venture”), we lease the real estate assets of Mandalay Bay and MGM Grand Las Vegas.][added: Venture”).]

Refer to Note 11 for further discussion of [removed: the] [added: these] leases.

[removed: Business Developments][added: *Business Developments*]

[removed: Subsequently, MGP acquired Borgata’s] [added: Empire City’s developed] real property from us and [removed: Borgata] [added: Empire City] was added to the master lease between us and MGP.

[added: -] In July 2018, we and Entain plc (“Entain”) formed [removed: BetMGM] [added: BetMGM,] LLC (“BetMGM”), a venture that is owned 50% by each party.

In connection with its formation, we provided BetMGM with exclusive access to all of our domestic [removed: land-based] [added: landbased] and online sports betting, major tournament poker, and online gaming operations and Entain provided BetMGM with exclusive access to its technology in the United States.

[added: -] In January 2019, we acquired the real property and operations associated with Empire City Casino's racetrack and casino ("Empire [removed: City").][added: City") for total consideration of approximately $865 million.]

[added: -] In March 2019, we entered into an amendment to the master lease between us and MGP with respect to improvements made by us related to the rebranding of the Park MGM and NoMad Las Vegas property (the “Park MGM Transaction”).

[added: -] Additionally, in November 2019, [removed: the] Bellagio BREIT Venture was formed, which acquired the Bellagio real estate assets from us [added: for total consideration of $4.25 billion,] and leased such assets back to us pursuant to a lease agreement.

[added: -] In December 2019, we completed the sale of Circus Circus Las Vegas and adjacent land for $825 [removed: million, which consisted of $662.5 million paid in cash and a secured note due 2024 with a face value of $162.5 million and fair value of $133.7] million.

[added: -] On February 14, 2020, we completed a series of transactions (collectively the “MGP BREIT Venture Transaction”) pursuant to which the real estate assets of MGM Grand Las Vegas and Mandalay Bay (including Mandalay Place) were contributed to the newly formed MGP BREIT [removed: Venture.][added: Venture in exchange for total consideration of $4.6 billion.]

[added: -] In connection with the MGP BREIT Venture Transaction, MGP BREIT Venture entered into a lease with us for the real estate assets of Mandalay Bay and MGM Grand Las Vegas.

Additionally, the master lease with MGP was modified to remove the Mandalay Bay property and the annual cash rent under the MGP master lease was reduced by $133 [removed: million.][added: million, as further discussed in Note 18.]

[removed: On May 18, 2020] [added: - Also, on January 14, 2020, we,] the Operating [removed: Partnership redeemed] [added: Partnership, and MGP entered into a waiver agreement pursuant to which] approximately 30 million Operating Partnership units that we held [added: were redeemed] for $700 [removed: million, or $23.10 per unit, and] [added: million] on [removed: December 2, 2020, the Operating Partnership redeemed] [added: May 18, 2020 and] approximately 24 million Operating Partnership units that we held [added: were redeemed] for [removed: the remaining] $700 [removed: million, or $29.78 per unit.][added: million on December 2, 2020.]

[removed: Financial] [added: Financial] Impact of [removed: COVID-19.][added: COVID-19. See “Item 7.]

[removed: Resort Operations][added: Resort Operations]

[removed: General][added: *General*]

We rely [removed: heavily] on the ability of our resorts to generate operating cash flow to fund capital expenditures, provide excess cash flow for future development, acquisitions or investments, and repay debt financings.

Our results of operations do not tend to be seasonal in nature as all of our casino resorts, except as otherwise described related to the impact of COVID-19, typically operate 24 hours a day, every day of the year, with the exception of Empire [removed: City Casino] [added: City,] which operates 20 hours a day, every day of the year, though a variety of factors may affect the results of any interim period, including the timing of major conventions, Far East baccarat volumes, the amount and timing of marketing and special events for our high-end gaming customers, and the level of play during major holidays, including New Year and Lunar New Year.

We also lease space to [removed: third party] [added: third-party] retail and food and beverage operators, particularly for branding opportunities.

As of December 31, [removed: 2020,] [added: 2021,] we have three reportable segments: Las Vegas Strip Resorts, Regional Operations, and MGM [removed: China.][added: China, as generally described below.]

[removed: Las] [added: *Las] Vegas Strip Resorts and Regional [removed: Operations][added: Operations*]

[removed: Las] [added: | Las] Vegas Strip [removed: Resorts.][added: Resorts: | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

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

Over half of the net revenue from our [removed: domestic resorts] [added: Las Vegas Strip Resorts] is typically derived from non-gaming operations, including hotel, food and beverage, entertainment and other non-gaming [removed: amenities.][added: amenities and the majority of the net revenue from our Regional Operations is typically derived from gaming operations.]

Although [removed: we have been operating without certain amenities and subject to certain limitations] [added: our domestic customer mix has changed in the near term] as a result of the COVID-19 pandemic, our long-term strategy [removed: is] [added: continues] to [added: be to] market to different customers and utilize our significant convention and meeting facilities to allow us to maximize hotel occupancy and customer [removed: volumes] [added: volumes,] which also leads to better labor utilization.

[removed: MGM China][added: *MGM China*]

We own approximately 56% of MGM China, which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”), the Macau company that owns and operates the MGM Macau and MGM Cotai casino resorts and [added: holds] the related gaming subconcession and land concessions.

Although visitation during 2020 [added: and 2021] was significantly reduced by the COVID-19 pandemic, we expect the long-term future growth of the Asian gaming market to drive additional visitation at MGM Macau and MGM Cotai.

MGM China’s revenues are generated primarily from gaming operations which are conducted under a gaming subconcession held by MGM Grand [removed: Paradise.][added: Paradise, a subsidiary of MGM China.]

The MGM Grand Paradise gaming subconcession was granted by [added: SJM Resorts S.A. ("SJMSA", formerly] Sociedade de Jogos de Macau, [removed: S.A.,] [added: S.A.),] which expires in [added: June] 2022.

See “Risk Factors — Risks Related to our [removed: Business] [added: Macau Operations] — The Macau government can 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 an extension of the subconcession in 2022, [added: or MGM Grand Paradise may be unsuccessful in obtaining a gaming concession when a new public tender is held by the Macau government,] any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows.”

[removed: Corporate] [added: *Corporate] and [removed: Other][added: Other*]

We lease the real estate assets of Aria (including Vdara) pursuant to a lease agreement between a subsidiary of ours and funds managed by The Blackstone Group Inc. ("Blackstone").

In recent years, in furtherance of our vision to be the world’s premier gaming entertainment company, we have implemented an asset-light business model, which has involved a comprehensive review of our owned real estate assets to find opportunities to monetize those assets efficiently and allow unlocked capital to be redeployed towards balance sheet improvements, new growth opportunities, and to return value to our shareholders.

At the same time, we have continued to focus on key growth opportunities that align with our vision, particularly by investing in U.S. online sports betting and iGaming through BetMGM, expanding our digital capabilities, and seeking to diversify our Asia operations with development efforts in Japan.

As part of that business strategy, we have sought, and executed on, opportunities to invest in our growth areas, divest our real estate assets, and acquire, or enter into venture transactions with respect to the operations of integrated casino, hotel, and entertainment resorts, including through the following transactions:

Subsequently, MGP acquired

Refer to Note 4 and Note 18 for additional information.

Refer to Note 18 for additional information on this transaction, which eliminates in consolidation.

Refer to Note 11 for additional information relating to the lease and Note 12 for the guarantee entered into in connection with the transaction.

See Note 16 for additional information related to this transaction.

See Note 1 for further discussion on the transaction and Note 12 for the guarantee entered into in connection with the transaction.

Refer to Note 11 for additional information relating to the lease.

Refer to Note 1 for further information regarding this transaction, which eliminates in consolidation.

- On March 4, 2021, we delivered a notice of redemption to MGP covering approximately 37 million Operating Partnership units that we held which was satisfied with aggregate cash proceeds of approximately $1.2 billion, using cash on hand together with the proceeds from MGP's issuance of Class A shares.

See Note 13 for information regarding this transaction, which eliminates in consolidation.

- On August 4, 2021, we entered into an agreement with VICI Properties, Inc. (“VICI”) and MGP whereby VICI will acquire MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”).

Pursuant to the agreement, MGP Class A shareholders will receive 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and we will receive 1.366 units of the new VICI operating partnership (“VICI OP”) in exchange for each Operating Partnership unit held by us.

In connection with the exchange, VICI OP will redeem the majority of our VICI OP units for cash consideration of $4.4 billion.

MGP’s Class B share that is held by us will be cancelled.

As part of the transaction, we will enter into an amended and restated master lease with VICI.

The transaction is expected to close in the first half of 2022, subject to customary closing conditions, regulatory approvals, and approval by VICI stockholders (which was obtained on October 29, 2021).

Refer to Note 1 for further information.

- On September 26, 2021, we entered into an agreement to acquire the operations of The Cosmopolitan of Las Vegas ("The Cosmopolitan") for cash consideration of $1.625 billion, subject to customary working capital adjustments.

Additionally, the Company will enter into a lease agreement for the real estate assets of The Cosmopolitan.

The transaction is expected to close in the first half of 2022, subject to regulatory approvals and other customary closing conditions.

Refer to Note 1 for further information.

- On September 27, 2021, we completed the acquisition of the 50% ownership interest in CityCenter Holdings, LLC ("CityCenter") held by Infinity World Development Corp ("Infinity World"), a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity, for cash consideration of $2.125 billion.

Refer to Note 4 for additional information on this acquisition.

- On September 28, 2021, we sold the real estate assets of Aria (including Vdara) to funds managed by Blackstone for cash consideration of $3.89 billion and entered into a lease through which the real property is leased back to a subsidiary of the Company.

Refer to Note 11 for discussion of the lease agreement.

- On September 28, 2021, we announced that we, together with our venture partner, ORIX Corporation ("ORIX"), were selected by Osaka as the region’s integrated resort partner.

In December 2021, we and ORIX formed a venture, through which we will bid to develop one of Japan's first integrated resorts.

- On October 29, 2021, MGP acquired the real estate assets of MGM Springfield from us for cash consideration of $400 million and MGM Springfield was added to the MGP master lease between us and MGP through which MGP leases back the real property to a subsidiary of ours.

Transactions with MGP, including transactions under the MGP master lease, have been eliminated in our consolidation of MGP.

Refer to Note 18 for further discussion of the master lease with MGP.

- On December 13, 2021, we entered into an agreement to sell the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc. ("Hard Rock") for cash consideration of $1.075 billion, subject to certain purchase price adjustments.

Upon closing, the master lease between us and VICI (or MGP in the event that the VICI Transaction is terminated) will be amended and restated to reflect a $90 million reduction in annual cash rent.

The transaction is expected to close during the second half of 2022, subject to certain closing conditions, including, but not limited to, the consummation or termination of the VICI Transaction and receipt of regulatory approvals.

Refer to Note 1 for further information.

For additional information relating to our acquisitions, divestitures, venture transactions, and other arrangements, including those referred to above, see “Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations,” as well as the notes to our consolidated financial statements specified above.

| --- | --- |

In August 2016, we acquired the remaining 50% ownership interest in Borgata, at which time Borgata became a wholly owned consolidated subsidiary of ours.

In December 2016, we opened MGM National Harbor and, in October 2017, MGP also acquired the long-term leasehold interest and real property associated with MGM National Harbor from us and MGM National Harbor was added to the master lease between us and MGP.

In February 2018, we opened MGM Cotai, an integrated casino, hotel and entertainment resort on the Cotai Strip in Macau, and in August 2018, we opened MGM Springfield in Springfield, Massachusetts.

In July 2018, MGP acquired the membership interests of Northfield Park Associates, LLC (“Northfield”), an Ohio limited liability company that owned the real estate assets and operations of the Hard Rock Rocksino Northfield Park (“Northfield Acquisition”).

In April 2019, we acquired the membership interests of Northfield from MGP and MGP retained the associated real estate assets.

We then rebranded the property to MGM Northfield Park and added it to the master lease between us and MGP.

Subsequently, MGP acquired Empire City’s developed real property from us and Empire City was added to the master lease between us and MGP.

The lease provides for a term of thirty years with two ten year renewal options and has an initial annual base rent of $245 million, escalating annually at a rate of 2% per annum for the first ten years and thereafter 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.

In addition, the lease obligates us to spend a specified percentage of net revenues at the property on capital expenditures and that we comply with certain financial covenants, which, if not met, would require us to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to rent for the succeeding two year period.

In exchange for the contribution of the real estate assets, we received total consideration of $4.25 billion, which consisted of a 5% equity interest in the venture and approximately $4.2 billion in cash.

We also provide a shortfall guarantee of the principal amount of indebtedness of the Bellagio BREIT Venture (and any interest accrued and unpaid thereon).

In exchange for the contribution of the real estate assets, MGM and MGP received total consideration of $4.6 billion, which was comprised of $2.5 billion of cash, $1.3 billion of the Operating Partnership’s secured indebtedness assumed by the MGP BREIT Venture, and the Operating Partnership’s 50.1% equity interest in the MGP BREIT Venture.

In addition, the Operating Partnership issued approximately 3 million Operating Partnership units to us representing 5% of the equity value of the MGP BREIT Venture.

We also provide a shortfall guarantee of the principal amount of indebtedness of the MGP BREIT Venture (and any interest accrued and unpaid thereon).

On the closing date, BREIT also purchased approximately 5 million MGP Class A shares for $150 million.

The lease provides for a term of thirty years with two ten-year renewal options and has an initial annual base rent of $292 million, escalating annually at a rate of 2% per annum for the first fifteen years and thereafter equal to the greater of 2% and the CPI increase during the prior year subject to a cap of 3%.

In addition, the lease obligates us to spend a specified percentage of net revenues at the properties on capital expenditures and that we comply with certain financial covenants, which, if not met, would require us to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to the rent for the succeeding one-year period.

Also, on January 14, 2020, we, the Operating Partnership, and MGP entered into an agreement for the Operating Partnership to waive its right following the closing of the MGP BREIT Venture Transaction to issue MGP Class A shares, in lieu of cash, to us in connection with us exercising our right to require the Operating Partnership to redeem the Operating Partnership units that we hold, at a price per unit equal to a 3% discount to the ten day average closing price prior to the date of the notice of redemption.

The waiver was effective upon closing of the transaction on February 14, 2020 and was scheduled to terminate on the earlier of February 14, 2022 or upon our receipt of cash proceeds of $1.4 billion as consideration for the redemption of our Operating Partnership units.

The spread of the novel 2019 coronavirus (“COVID-19”) and developments surrounding the global pandemic have had, and we expect will continue to have, a significant impact on our business, financial condition, results of operations and cash flows in 2021.

In March 2020, all of our domestic properties temporarily closed pursuant to state and local government restrictions imposed as a result of COVID-19.

Throughout the second and third quarters of 2020, all of our properties re-opened to the public but continue to operate without certain amenities and subject to certain occupancy limitations, with restrictions varying by jurisdiction and with further temporary re-closures and re-openings occurring for our properties or portions of our properties into the first quarter of 2021.

In response to reduced demand, we temporarily closed the hotel tower operations at Mandalay Bay and Park MGM midweek and temporarily closed The Mirage midweek, which are expected to resume full week operations on March 3, 2021.

Accordingly, our properties have continued to generate revenues that are significantly lower than historical results.

In addition, as a result of the continued impact of the COVID-19 pandemic and the emergence of variant strains, our properties may be subject to temporary, complete, or partial shutdowns in the future.

At this time, we cannot predict whether the jurisdictions in which our properties are located, states or the federal government will continue to impose operating restrictions on us or adopt similar or more restrictive measures in the future, including stay-at-home orders or ordering the temporary closures of all or a portion of our

properties.

We have implemented certain measures to mitigate the spread of COVID-19, including limitations on the number of gaming tables allowed to operate and on the number of seats at each table game, as well as slot machine spacing, temperature checks, mask protection, limitations on restaurant capacity, entertainment events and conventions, as well as other measures to enforce social distancing.

In addition, following a temporary closure of our properties in Macau on February 5, 2020, operations resumed on February 20, 2020, subject to certain health safeguards, such as limiting the number of gaming tables allowed to operate and the number of seats available at each table game, slot machine spacing, reduced operating hours at a number of restaurants and bars, temperature checks, mask protection and the need to present negative COVID-19 test results and health declarations submitted through the Macau Health Code system which remain in effect.

Effective July 15, 2020, all guests entering our casinos were required to provide a negative nucleic acid test result with a valid ‘green’ Macau Health Code.

Although the issuance of tourist visas (including the individual visa scheme (“IVS”)) for residents of Zhuhai, Guangdong Province and all other provinces in mainland China to travel to Macau resumed on August 12, 2020, August 26, 2020 and September 23, 2020, respectively, several travel and entry restrictions in Macau, Hong Kong and mainland China remain in place (including the temporary suspension of ferry services from Hong Kong to Macau, the nucleic acid test result certificate and mandatory quarantine requirements for visitors from Hong Kong and Taiwan, and bans on entry or enhanced quarantine requirements on other visitors into Macau), which have significantly impacted visitation to our Macau properties.

While we have engaged in aggressive cost reduction efforts to minimize cash outflows while our properties were initially closed, and have continued to engage in such efforts as the properties have re-opened, we still have significant fixed and variable expenses, which have and will continue to adversely affect our profitability.

In addition, we have seen, and expect to continue to see, weakened demand at our properties as a result of continued domestic and international travel restrictions or warnings, restrictions on amenity use, such as gaming, restaurant and pool capacity limitations, consumer fears and reduced consumer discretionary spending, general economic uncertainty, and increased rates of unemployment.

In light of the foregoing, we are unable to determine when our properties will return to pre-pandemic demand and pricing, or if our properties will remain re-opened.

The COVID-19 pandemic has had a material impact on our consolidated results of operations during 2020 and we expect that it will continue to have a material impact on our consolidated results of operations during 2021 and potentially thereafter.

Regional Operations.

| | | Number of | | | | Approximate | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Guestrooms | | | | Casino Square | | | | | | | | Gaming | | |

| --- | --- |

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [removed: ANNUAL] [added: | | ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2020][added: 2021]

| ☐ | [removed: TRANSITION] [added: | | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] File No. [removed: 001-10362][added: 001-10362]

[removed: MGM] [added: MGM] Resorts [removed: International][added: International]

| [removed: Delaware] [added: Delaware] | | [removed: 88-0215232] | [added: | | | 88-0215232 | | |]

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification Number)] | [added: | | | (I.R.S. Employer Identification Number) | | |]

[removed: 3600] [added: 3600] Las Vegas Boulevard South - Las Vegas, Nevada [removed: 89109][added: 89109]

[removed: (Address] [added: (Address] of principal executive office) (Zip [removed: Code)][added: Code)]

[removed: (702) 693-7120][added: (702) 693-7120]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: | Title] [added: Title] of each [removed: class] [added: class] | [removed: Trading Symbol(s)] | [removed: Name] [added: | Trading Symbol(s) | | | Name] of each exchange on which [removed: registered] [added: registered] | | [added: |]

| [removed: |] Common Stock, $0.01 Par Value | [added: | |] MGM | [added: | |] New York Stock Exchange (NYSE) | | [added: |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: None][added: None]

| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | | [added: |]

| Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | | [added: |]

| Emerging growth company | [added: | |] ☐ | | | | [added: | | | | |]

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant as of June 30, [removed: 2020] [added: 2021] (based on the closing price on the New York Stock Exchange Composite Tape on June 30, [removed: 2020)] [added: 2021)] was [removed: $7.9] [added: $17.5] billion.

As of February 23, [removed: 2021, 494,853,355] [added: 2022, 439,172,269] shares of Registrant’s Common Stock, $0.01 par value, were outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

| | | [removed: Page] | [added: | | | Page | | |]

| [removed: PART I] [added: PART I] | | | [added: | | | | | |]

| Item 1. | [removed: [Business](#ITEM_1_BUSINESS)] | [removed: 1] | [added: [Business](#i5165977d7f5246e4b29ba96dcf74a576_13) | | | [1](#i5165977d7f5246e4b29ba96dcf74a576_13) | | |]

| Item 1A. | [added: | |] [Risk [removed: Factors](#ITEM_1A_RISK_FACTORS)] [added: Factors](#i5165977d7f5246e4b29ba96dcf74a576_16)] | [removed: 14] | [added: | [15](#i5165977d7f5246e4b29ba96dcf74a576_16) | | |]

| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#ITEM_1B__UNRESOLVED_STAFF_COMMENTS)] [added: Comments](#i5165977d7f5246e4b29ba96dcf74a576_19)] | [removed: 31] | [added: | [32](#i5165977d7f5246e4b29ba96dcf74a576_19) | | |]

| Item 2. | [removed: [Properties](#ITEM_2_PROPERTIES)] | [removed: 32] | [added: [Properties](#i5165977d7f5246e4b29ba96dcf74a576_22) | | | [33](#i5165977d7f5246e4b29ba96dcf74a576_22) | | |]

| Item 3. | [added: | |] [Legal [removed: Proceedings](#ITEM_3_LEGAL_PROCEEDINGS)] [added: Proceedings](#i5165977d7f5246e4b29ba96dcf74a576_25)] | [removed: 33] | [added: | [34](#i5165977d7f5246e4b29ba96dcf74a576_25) | | |]

| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES)] [added: Disclosures](#i5165977d7f5246e4b29ba96dcf74a576_28)] | [removed: 33] | [added: | [34](#i5165977d7f5246e4b29ba96dcf74a576_28) | | |]

| [removed: PART II] [added: PART II] | | | [added: | | | | | |]

| Item 5. | [added: | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU)] [added: Securities](#i5165977d7f5246e4b29ba96dcf74a576_34)] | [removed: 34] | [added: | [35](#i5165977d7f5246e4b29ba96dcf74a576_34) | | |]

| Item 6. | [removed: [Removed and Reserved](#ITEM_6_REMOVED_RESERVED)] | [removed: 36] | [added: [Reserved](#i5165977d7f5246e4b29ba96dcf74a576_37) | | | [37](#i5165977d7f5246e4b29ba96dcf74a576_37) | | |]

| Item 7. | [added: | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F)] [added: Operations](#i5165977d7f5246e4b29ba96dcf74a576_40)] | [removed: 36] | [added: | [37](#i5165977d7f5246e4b29ba96dcf74a576_40) | | |]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

OR

| | | | | | |

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| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

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Shares of common stock held by each officer and director and by each person who owns 10% or more of the outstanding common shares have been excluded.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i5165977d7f5246e4b29ba96dcf74a576_992) | | | [109](#i5165977d7f5246e4b29ba96dcf74a576_992) | | |

| | | | [Signatures](#i5165977d7f5246e4b29ba96dcf74a576_181) | | | [119](#i5165977d7f5246e4b29ba96dcf74a576_181) | | |

| --- | --- |

OR

| --- | --- | --- |

| --- | --- | --- | --- | --- |

| | [Signatures](#SIGNATURES) | 115 |

| --- | --- |

The following table lists certain of our [added: principal] land [added: and leasehold] holdings as of December 31, [removed: 2020.][added: 2021.]

| | | [removed: Approximate] | [added: | | | Approximate | | |]

| [removed: Name] [added: Name] and [removed: Location] [added: Location] | | [removed: Acres] | [added: | | | Acres | | |]

| [removed: Las] [added: Las] Vegas Strip [removed: Resorts] [added: Resorts] | | | [added: | | | | | |]

| [removed: Bellagio(1)] [added: Bellagio(2)] | | [added: | | | |] 75 | [added: | |]

| MGM Grand Las [removed: Vegas(4)] [added: Vegas(3)] | | [added: | | | |] 102 | [added: | |]

| Mandalay [removed: Bay(4)] [added: Bay(3)] | | [added: | | | |] 124 | [added: | |]

| The [removed: Mirage(2)] [added: Mirage(4)] | | [added: | | | |] 77 | [added: | |]

| [removed: Luxor(2)(5)] [added: Luxor(4)(5)] | | [added: | | | |] 73 | [added: | |]

| [removed: Excalibur(2)] [added: Excalibur(4)] | | [added: | | | |] 51 | [added: | |]

| New York-New [removed: York(2)(6)] [added: York(4)(6)] | | [added: | | | |] 23 | [added: | |]

| Park [removed: MGM(2)] [added: MGM(4)] | | [added: | | | |] 21 | [added: | |]

| [removed: Regional Operations] [added: Regional Operations] | | | [added: | | | | | |]

| MGM Grand Detroit (Detroit, [removed: Michigan)(2)] [added: Michigan)(4)(7)] | | [added: | | | |] 27 | [added: | |]

| Beau Rivage (Biloxi, [removed: Mississippi)(2)(7)] [added: Mississippi)(4)(8)] | | [removed: 42] | [added: | | | 40 | | |]

| Gold Strike [added: Tunica] (Tunica, [removed: Mississippi)(2)] [added: Mississippi)(4)] | | [added: | | | |] 24 | [added: | |]

| MGM National Harbor (Prince George's County, [removed: Maryland)(2)(8)] [added: Maryland)(4)(9)] | | [added: | | | |] 23 | [added: | |]

| Borgata (Atlantic City, New [removed: Jersey)(2)(9)] [added: Jersey)(4)(10)] | | [added: | | | |] 46 | [added: | |]

| MGM Springfield (Springfield, [removed: Massachusetts)] [added: Massachusetts)(4)] | | [added: | | | |] 14 | [added: | |]

| MGM Northfield Park (Northfield, [removed: Ohio)(2)] [added: Ohio)(4)] | | [added: | | | |] 113 | [added: | |]

| Empire City (Yonkers, New [removed: York)(2)(10)] [added: York)(4)(11)] | | [added: | | | |] 97 | [added: | |]

| [removed: MGM China] [added: MGM China] | | | [added: | | | | | |]

| MGM [removed: Macau(3)] [added: Macau(12)] | | [added: | | | |] 10 | [added: | |]

| MGM [removed: Cotai(3)] [added: Cotai(12)] | | [added: | | | |] 18 | [added: | |]

[removed: | (1) | Subject] [added: (2)Subject] to a lease agreement between a subsidiary of ours and [removed: the] Bellagio BREIT [removed: Venture, in which the land and the real estate assets are owned and leased from the Bellagio BREIT] Venture. [removed: |]

[removed: | (2) | Subject] [added: (5)58 acres are subject] to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating [removed: Partnership, in which the land and the real estate assets are leased from a subsidiary of the Operating] Partnership. [removed: |]

[removed: | (3) | Subject] [added: (12)Subject] to separate land concession agreements with the Macau government. [removed: |]

[removed: | (4) | Subject] [added: (3)Subject] to a master lease agreement between a subsidiary of ours and MGP BREIT [removed: Venture, in which the land and the real estate assets are leased from MGP BREIT] Venture. [removed: |]

[removed: | (5) | Includes] [added: We own an additional] 15 acres of land located across the Las Vegas Strip from Luxor. [removed: |]

[removed: | (6) | Includes] [added: (6)Includes] 3 acres of land related to The Park entertainment district development located between Park MGM and New York-New York. [removed: |]

The land and substantially all of the assets of MGP’s properties, indicated within the table above, other than MGM National [removed: Harbor and] [added: Harbor,] Empire City, [added: and MGM Springfield,] secure the obligations under the Operating Partnership’s credit agreement.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Aria(1) | | | | | | 64 | | |

(1)Subject to a master lease agreement between a subsidiary of ours and funds managed by Blackstone.

(4)Subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership.

(7)24 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership.

(8)26 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership, which leases 10 acres pursuant to a tidelands lease with a third party.

(9)All 23 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership, which leases all 23 acres pursuant to a ground lease with a third party.

(10)37 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership, which leases 11 acres pursuant to a ground lease with a third party.

(11)41 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership.

We own an additional 56 acres adjacent to the property retained for potential future development.

| --- | --- | --- |

| --- | --- |

| (7) | 10 acres are subject to a tidelands lease. |

| (8) | All 23 acres are subject to a ground lease. |

| (9) | 11 acres are subject to ground leases. |

| (10) | Includes 57 acres of land adjacent to the property. |

| --- | --- |

[removed: Common] [added: Common] Stock [removed: Information][added: Information]

There were approximately [removed: 3,446] [added: 3,294] record holders of our common stock as of February 23, [removed: 2021.][added: 2022.]

[removed: Dividend Policy][added: Dividend Policy]

[removed: To preserve liquidity in light of] [added: In] the [removed: impact] [added: second quarter] of [removed: COVID-19 on its business operations,] [added: 2020] the Company [removed: temporarily] reduced its [removed: dividend to an] annual dividend [removed: of] [added: to] $0.01 per share [removed: starting with the dividend for] [added: in light of] the [removed: second quarter] [added: impact] of [removed: 2020.][added: the COVID-19 pandemic on its operations at that time.]

In addition, as a holding company with no independent operations, our ability to pay dividends will depend upon the receipt of cash from our operating subsidiaries to generate the funds from operations necessary to pay dividends on our common [removed: stock, which has been significantly impacted by the COVID-19 pandemic.][added: stock.]

The graph below matches our cumulative [removed: Five-Year] [added: 5-year] total shareholder return on common stock with the cumulative total returns of the Dow Jones US Total Return index, the S&P 500 index and the Dow Jones US Gambling index.

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends as required by the SEC) from December 31, [removed: 2015] [added: 2016] to December 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

The Company has maintained an annual dividend of $0.01 per share throughout 2021.

Purchases of Equity Securities by the Issuer

The following table provides information about share repurchases made by the Company of its common stock during the quarter ended December 31, 2021:

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | 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 (In thousands) | | |

| October 1, 2021 — October 31, 2021 | | | 1,800,000 | | | | | | $ | 44.51 | | | | | 1,800,000 | | | | | | $ | 1,897,460 | |

| November 1, 2021 — November 30, 2021 | | | 3,747,997 | | | | | | $ | 43.71 | | | | | 3,747,997 | | | | | | $ | 1,733,626 | |

| December 1, 2021 — December 31, 2021 | | | 11,598,650 | | | | | | $ | 41.67 | | | | | 11,598,650 | | | | | | $ | 1,250,266 | |

In February 2020, upon substantial completion of the May 2018 $2.0 billion stock repurchase program, the Company’s Board of Directors authorized a $3.0 billion stock repurchase program.

Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements.

Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be purchased 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.

All shares repurchased by the Company during the quarter ended December 31, 2021 were purchased pursuant to the Company’s publicly announced stock repurchase programs and have been retired.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 12/16 | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | |

| | | | | | | | | | | | | | | | | | | | | |

| MGM Resorts International | | | 100.00 | | | 117.48 | | | 86.75 | | | 121.19 | | | 115.78 | | | 164.94 | | |

| Dow Jones US Total Return | | | 100.00 | | | 121.50 | | | 115.45 | | | 151.41 | | | 182.30 | | | 230.61 | | |

| S&P 500 | | | 100.00 | | | 121.83 | | | 116.49 | | | 153.17 | | | 181.35 | | | 233.41 | | |

| Dow Jones US Gambling | | | 100.00 | | | 140.14 | | | 97.24 | | | 143.49 | | | 128.65 | | | 112.16 | | |

*The stock price performance included in this graph is not necessarily indicative of future stock price performance.*

| --- | --- |

| --- | --- |

| [removed: Financial Statements:] [added: Financial Statements:] | | | [added: | | | | | |]

[removed: | [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_2) | | 59 |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

[removed: | [Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC) | | 60 |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM]

| [Consolidated Balance Sheets — December 31, [removed: 2020 and 2019](#Consolidated_Balance_Sheets)] [added: 202](#i5165977d7f5246e4b29ba96dcf74a576_58)[1](#i5165977d7f5246e4b29ba96dcf74a576_58) [and 20](#i5165977d7f5246e4b29ba96dcf74a576_58)[20](#i5165977d7f5246e4b29ba96dcf74a576_58)] | | [removed: 62] | [added: | | | [62](#i5165977d7f5246e4b29ba96dcf74a576_58) | | |]

| Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [added: | | | | | |]

[removed: | [Consolidated Statements of Operations](#Statements_of_Operations) | | 63 |][added: CONSOLIDATED STATEMENTS OF OPERATIONS]

[removed: | [Consolidated Statements of Comprehensive Income (Loss)](#Comprehensive_Income_Loss) | | 64 |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

[removed: | [Consolidated Statements of Cash Flows](#CONSOLIDATED_STATEMENTS_CASH_FLOWS) | | 65 |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [Consolidated Statements of Stockholders’ Equity](#CONSOLIDATED_STATEMENTS_STOCKHOLDERS_EQU) | | 66 |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY]

[removed: | [Notes to Consolidated Financial Statements](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN) | | 67 |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: Financial] [added: Financial] Statement [removed: Schedule:][added: Schedule:]

[removed: | [Schedule] [added: SCHEDULE] II — [removed: Valuation and Qualifying Accounts](#SCHEDULE_II_VALUATION_QUALIFYING_ACCOUNT) | | 103 |][added: VALUATION AND QUALIFYING ACCOUNTS]

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: | [Report](#i5165977d7f5246e4b29ba96dcf74a576_49)[s](#i5165977d7f5246e4b29ba96dcf74a576_49) [of Independent Registered Public Accounting Firm](#i5165977d7f5246e4b29ba96dcf74a576_49) (PCAOB ID: 34) | | | | | | [59](#i5165977d7f5246e4b29ba96dcf74a576_49) | | |]

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the internal control over financial reporting of MGM Resorts International and subsidiaries (the “Company”) as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, [removed: 2020,] [added: 2021,] of the Company and our report dated February [removed: 26, 2021,] [added: 25, 2022,] expressed an unqualified opinion on those financial statements.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the "Company") as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of [removed: operations and] [added: operations,] comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the financial statement schedule of Valuation and Qualifying Accounts included in Item 15(a)(2), (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 26, 2021,] [added: 25, 2022,] expressed an unqualified opinion on the Company's internal control over financial reporting.

[removed: Critical] [added: Critical] Audit [removed: Matter][added: Matter]

[removed: The Company concluded that the investment in MGP BREIT Venture did not meet] [added: If] the [removed: definition of a VIE and did] [added: entity does] not qualify for consolidation under the voting interest [removed: entity] model [removed: since] [added: and the Company has significant influence over the operating and financial decisions of the entity, the Company accounts for the entity under the equity method, such as the Company’s investments in] MGP BREIT Venture [removed: is] [added: and BetMGM, which do not qualify for consolidation as the Company has joint control, given the entities are] structured with substantive participating rights whereby both owners [removed: of MGP BREIT Venture] participate in the decision making [added: process, which prevents the Company from exerting a controlling financial interest in such entities, as defined in ASC 810.]

[removed: How] [added: *How] the Critical Audit Matter Was Addressed in the [removed: Audit][added: Audit*]

[removed: MGM] [added: MGM] RESORTS INTERNATIONAL AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

[removed: CONSOLIDATED] [added: CONSOLIDATED] BALANCE [removed: SHEETS][added: SHEETS]

[removed: (In] [added: (In] thousands, except share [removed: data)][added: data)]

| | | [removed: December 31,] | | | | [added: December 31,] | | | [added: | | | | | |]

| | | [removed: 2020] | | | | [removed: 2019] [added: 2021] | | | [added: | | | 2020 | | | | | | 2019 | | |]

| [removed: ASSETS] [added: ASSETS] | | | | | | | | | [added: | | | | | |]

| [removed: Current assets] [added: Current assets] | | | | | | | | | [added: | | | | | |]

| Cash and cash equivalents | | [added: | | | |] $ | [removed: 5,101,637] [added: 4,703,059] | | | [added: | |] $ | [removed: 2,329,604] [added: 5,101,637] | |

| Accounts receivable, net | | | [removed: 316,502] | | | [added: 583,915] | [removed: 612,717] | | [added: | | | 316,502 | | |]

| Inventories | | | [removed: 88,323] | | | [added: 96,374] | [removed: 102,888] | | [added: | | | 88,323 | | |]

| Income tax receivable | | | [removed: 243,415] | | | [added: 273,862] | [removed: 27,167] | | [added: | | | 243,415 | | |]

| October 1 litigation [removed: insurance receivable] [added: settlement] | | | [added: | | |] — | | | | [removed: 735,000] | | [added: (49,000) | | | | | | — | | |]

| Prepaid expenses and other | | | [removed: 200,782] | | | [added: 258,972] | [removed: 200,317] | | [added: | | | 200,782 | | |]

| Total current assets | | | [removed: 5,950,659] | | | [added: 6,416,182] | [removed: 4,007,693] | | [added: | | | 5,950,659 | | |]

February 25, 2022

Basis for Opinion

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

On September 27, 2021, the Company completed the acquisition of the 50% ownership interest in CityCenter Holdings, LLC (“CityCenter”) held by Infinity World Development Corp for cash consideration of $2.125 billion.

Prior to the acquisition, the Company held a 50% ownership interest, which was accounted for under the equity method.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations, and the fair value was allocated to the assets acquired and liabilities assumed at the acquisition date, which included $180.0 million of trademarks and $1.4 billion of goodwill.

Management estimated the fair value of the trademarks using the relief from royalty method, which is a specific discounted cash flow method.

Goodwill was recognized as the excess of the cash consideration and the acquisition-date fair value of the Company’s equity method investment over the identifiable assets acquired and liabilities assumed.

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

well as the selection of discount rates.

Changes to these assumptions and estimates could have a significant impact on the fair value of the trademarks and the recognition of goodwill.

Therefore, auditing the forecast and the selection of discount rates involved a higher degree of auditor judgment and subjectivity, as well as an increased level of audit effort, including the involvement of fair value specialists.

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

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

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

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

◦Comparing the forecasts to historical financial results;

◦Conducting inquiries with management; and

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

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

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

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

February 25, 2022

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Restricted cash | | | | | | 500,000 | | | | | | — | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | $ | 40,899,116 | | | | | $ | 36,494,934 | |

| Current portion of long-term debt | | | | | | 1,000,000 | | | | | | — | | |

| | | | | | | | | | | | | | | |

| | | | | | | $ | 40,899,116 | | | | | $ | 36,494,934 | |

| | | | | | | | | | | | | | | | | | | | | |

| Reimbursed costs | | | | | | 226,083 | | | | | | 244,949 | | | | | | 436,887 | | |

| Gain on consolidation of CityCenter, net | | | | | | (1,562,329) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | |

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

| | | | | | | | | | | | | | | | | | | | | |

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

| --- | --- | --- |

| | | |

February 26, 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Change in Accounting Principle

Effective January 1, 2019, the Company adopted FASB ASC Topic 842, Leases, using the modified retrospective approach.

“MGP BREIT Venture Transaction – Investment in MGP BREIT Venture” — Refer to Notes 1, 2, and 6 to the financial statements

Critical Audit Matter Description

During the year ended December 31, 2020, the Company completed the MGP BREIT Venture Transaction and in connection with the transaction, formed MGP BREIT Venture, which, following the transaction, is owned 50.1% by the MGM Growth Properties Operating Partnership LP and 49.9% by a subsidiary of Blackstone Real Estate Income Trust, Inc. The 50.1% equity interest in MGP BREIT Venture was obtained as partial consideration for the contribution of the real estate assets.

The assessment of whether an investment is a variable interest entity (“VIE”) and whether the Company has a controlling financial interest in the investment involves management’s judgment and analysis.

process, thereby preventing the Company from exerting a controlling financial interest, as defined in ASC 810.

The Company concluded that the MGP BREIT Venture is therefore accounted for under the equity method.

We identified the assessment of whether the investment in MGP BREIT Venture is a VIE and whether it qualifies for consolidation under the voting interest entity model as a critical audit matter because the VIE and consolidation accounting guidance under ASC 810 is complex and requires management to make significant judgments and assumptions to determine if the Company has a controlling financial interest, as defined in ASC 810, in MGP BREIT Venture based upon the terms of the ownership agreements.

Specifically, the significant judgments made by management include evaluating and concluding MGP BREIT Venture does not meet the definition of a VIE or qualify for consolidation under the voting interest entity model and included the application of consolidation accounting guidance.

Given these significant judgments, performing audit procedures to evaluate the reasonableness of management’s evaluation of whether the MGP BREIT Venture does not meet the definition of a VIE or qualify for consolidation under the voting interest entity model required a high degree of auditor judgment, including the need to involve technical accounting specialists.

Our audit procedures related to the Company’s evaluation of whether an investment is a VIE and whether an investment qualifies for consolidation under the voting interest entity model in connection with the MGP BREIT Venture Transaction under ASC 810 included the following, among others:

| | • | We tested the effectiveness of the control over management’s assessment of the investment in MGP BREIT Venture for consolidation, including the judgments and factors used in determining that the MGP BREIT Venture did not meet the definition of a VIE and did not qualify for consolidation under the voting interest entity model. |

| | • | We inspected the underlying agreements and evaluated the reasonableness of the application of consolidation accounting guidance. With the assistance of technical accounting specialists, we evaluated the assumptions and judgments used by management to determine whether the investment in MGP BREIT Venture is a VIE and whether it qualifies for consolidation. |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | $ | 36,494,934 | | | $ | 33,876,356 | |

| October 1 litigation liability | | | — | | | | 735,000 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| Proceeds from Bellagio transaction | | | — | | | | 4,151,499 | | | | — | |

| Proceeds from sale of business units and investment in unconsolidated affiliate | | | — | | | | — | | | | 163,616 | |

| Acquisition of Northfield, net of cash acquired | | | — | | | | — | | | | (1,034,534 | ) |

| | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | Retained | | | | Accumulated | | | | MGM Resorts | | | | | | | | | | |

| | | Common Stock | | | | | | | | Capital in | | | | Earnings | | | | Other | | | | International | | | | Non- | | | | Total | | |

| | | | | | | Par | | | | Excess of | | | | (Accumulated | | | | Comprehensive | | | | Stockholders' | | | | Controlling | | | | Stockholders' | | |

| | | Shares | | | | Value | | | | Par Value | | | | Deficit) | | | | Income (Loss) | | | | Equity | | | | Interests | | | | Equity | | |

| Balances, January 1, 2018 | | | 566,276 | | | $ | 5,663 | | | $ | 5,357,709 | | | $ | 2,217,299 | | | $ | (3,610 | ) | | $ | 7,577,061 | | | $ | 4,034,063 | | | $ | 11,611,124 | |

| Net income | | | — | | | | — | | | | — | | | | 466,772 | | | | — | | | | 466,772 | | | | 108,114 | | | | 574,886 | |

| Currency translation adjustment | | | — | | | | — | | | | — | | | | — | | | | (7,422 | ) | | | (7,422 | ) | | | (5,600 | ) | | | (13,022 | ) |

| Cash flow hedges | | | — | | | | — | | | | — | | | | — | | | | 2,476 | | | | 2,476 | | | | 1,100 | | | | 3,576 | |

| Repurchases of common stock | | | (41,076 | ) | | | (411 | ) | | | (1,282,922 | ) | | | — | | | | — | | | | (1,283,333 | ) | | | — | | | | (1,283,333 | ) |

| Other | | | — | | | | — | | | | 2,168 | | | | — | | | | — | | | | 2,168 | | | | (6,347 | ) | | | (4,179 | ) |

| Issuance of restricted stock units | | | — | | | | — | | | | 2,142 | | | | — | | | | — | | | | 2,142 | | | | — | | | | 2,142 | |

Organization.

| --- | --- |

[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) were effective as of December 31, [removed: 2020] [added: 2021] 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.

[removed: Changes] [added: Changes] in Internal Control over Financial [removed: Reporting][added: Reporting]

During the quarter ended December 31, [removed: 2020,] [added: 2021,] there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: Management’s] [added: Management’s] Annual Report on Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Management’s Responsibilities][added: *Management’s Responsibilities*]

[removed: Objective] [added: *Objective] of Internal Control over Financial [removed: Reporting][added: Reporting*]

[removed: | | • |] [added: -] Hiring skilled accounting personnel and training them appropriately; [removed: |]

[removed: | | • |] [added: -] Written accounting policies; [removed: |]

[removed: | | • |] [added: -] Written documentation of accounting systems and procedures; [removed: |]

[removed: | | • |] [added: -] Segregation of incompatible duties; [removed: |]

[removed: | | • |] [added: -] Internal audit function to monitor the effectiveness of the system of internal control; and [removed: |]

[removed: | | • |] [added: -] Oversight by an independent Audit Committee of the Board of Directors. [removed: |]

[removed: Management’s Evaluation][added: *Management’s Evaluation*]

Based on its evaluation as of December 31, [removed: 2020,] [added: 2021,] management believes that the Company’s internal control over financial reporting is effective in achieving the objectives described above.

| --- | --- | --- |

| --- | --- |

PART III

Not applicable.

PART III

We incorporate by reference the information appearing under “Information about our Executive Officers” in Item 1 of this Form 10-K and under “Election of Directors” and “Corporate Governance” in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders, which we expect to file with the SEC within 120 days after December 31, [removed: 2020] [added: 2021] (the “Proxy Statement”).

| --- | --- |

We incorporate by reference the information appearing under “Director Compensation” and “Executive Compensation” and “Corporate Governance — [added: Human Capital and] Compensation Committee Interlocks and Insider Participation” and [removed: “Compensation] [added: “Human Capital and Compensation] Committee Report” in the Proxy Statement.

| --- | --- |

[removed: Equity] [added: Equity] Compensation Plan [removed: Information][added: Information]

The following table includes information about our equity compensation plans at December 31, [removed: 2020:][added: 2021:]

| | | [removed: (In] [added: | | | | (In] thousands, except per share [removed: data)] [added: data)] | | | | | | | | | | | [added: | | | |]

| Equity compensation plans [added: not] approved by security holders [removed: (1)] | | | [removed: 9,227] | | | [removed: $] [added: —] | [removed: 23.87] | | | | [removed: 19,573] | [added: —] | [added: | | | | | — | | |]

| Equity compensation plans [removed: not] approved by security holders [added: (1)] | | | [removed: —] | | | [added: 6,539] | [removed: —] | | | | [removed: —] | [added: $] | [added: 24.33 | | | | | 20,080 | | |]

| (1) | [added: | |] As of December 31, [removed: 2020,] [added: 2021,] we had [removed: 4.7] [added: 4.0] million restricted stock units and [removed: 2.0] [added: 1.7] million performance share units outstanding that do not have an exercise price; therefore, the weighted average per share exercise price only relates to outstanding stock appreciation rights. The amount included in the securities outstanding above for performance share units assumes that each target price is achieved. | [added: | |]

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Securities to be issued upon exercise of outstanding options, warrants and rights | | | | | | Weighted average exercise price of outstanding options, warrants and rights | | | | | | Securities available for future issuance under equity compensation plans | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| --- | --- |

| | | Securities to be issued | | | | Weighted average | | | | Securities available for | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | upon exercise of | | | | exercise price of | | | | future issuance under | | |

| | | outstanding options, | | | | outstanding options, | | | | equity compensation | | |

| | | warrants and rights | | | | warrants and rights | | | | plans | | |

| --- | --- |

[removed: PART IV][added: PART IV]

| --- | --- |

[removed: (a)(1).Financial] [added: Financial] Statements. The following consolidated financial statements of the Company are filed as part of this report under Item 8 – “Financial Statements and Supplementary Data.”

| [removed: [Report] [added: [Reports] of Independent Registered Public Accounting [removed: Firm on Consolidated Financial Statements](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC)] [added: Firm](#i5165977d7f5246e4b29ba96dcf74a576_49)] | | [removed: 60] | [added: | | | [59](#i5165977d7f5246e4b29ba96dcf74a576_49) | | |]

| [Consolidated Balance Sheets — December 31, [removed: 2020] [added: 2021] and [removed: 2019](#Consolidated_Balance_Sheets)] [added: 2020](#i5165977d7f5246e4b29ba96dcf74a576_58)] | | [removed: 62] | [added: | | | [62](#i5165977d7f5246e4b29ba96dcf74a576_58) | | |]

| Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [added: | | | | | |]

| [Consolidated Statements of [removed: Operations](#Statements_of_Operations)] [added: Operations](#i5165977d7f5246e4b29ba96dcf74a576_61)] | | [removed: 63] | [added: | | | [63](#i5165977d7f5246e4b29ba96dcf74a576_61) | | |]

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#Comprehensive_Income_Loss)] [added: (Loss)](#i5165977d7f5246e4b29ba96dcf74a576_64)] | | [removed: 64] | [added: | | | [64](#i5165977d7f5246e4b29ba96dcf74a576_64) | | |]

| [Consolidated Statements of Cash [removed: Flows](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] [added: Flows](#i5165977d7f5246e4b29ba96dcf74a576_67)] | | [removed: 65] | [added: | | | [65](#i5165977d7f5246e4b29ba96dcf74a576_67) | | |]

| [Consolidated Statements of Stockholders’ [removed: Equity](#CONSOLIDATED_STATEMENTS_STOCKHOLDERS_EQU)] [added: Equity](#i5165977d7f5246e4b29ba96dcf74a576_70)] | | [removed: 66] | [added: | | | [66](#i5165977d7f5246e4b29ba96dcf74a576_70) | | |]

| [Notes to Consolidated Financial [removed: Statements](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN)] [added: Statements](#i5165977d7f5246e4b29ba96dcf74a576_73)] | | [removed: 67] | [added: | | | [67](#i5165977d7f5246e4b29ba96dcf74a576_73) | | |]

[removed: (a)(2).Financial] [added: Financial] Statement Schedule. The following financial statement schedule of the Company is filed as part of this report under Item 8 – “Financial Statements and Supplementary Data.”

| [Schedule II — Valuation and Qualifying [removed: Accounts](#SCHEDULE_II_VALUATION_QUALIFYING_ACCOUNT)] [added: Accounts](#i5165977d7f5246e4b29ba96dcf74a576_142)] | | [removed: 103] | [added: | | | [107](#i5165977d7f5246e4b29ba96dcf74a576_142) | | |]

[removed: | | (a)(3). |] Exhibits. [removed: |]

| Exhibit Number | | [removed: Description] | [added: | | | Description | | |]

| [removed: 2.1] [added: 10.4(13)] | | [removed: [Master Transaction Agreement] [added: | | | | [Tax Protection Agreement,] by and among [removed: MGM Resorts International,] Bellagio, [added: LLC, BCORE Paradise Parent] LLC and BCORE Paradise [removed: Parent] [added: JV] LLC, dated as of [removed: October] [added: November] 15, 2019 (incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] of [removed: MGM Resort International’s] [added: the Company’s] Current Report on Form 8-K filed [removed: with the SEC] on [removed: October 16, 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519267982/d819547dex21.htm)] [added: November 18, 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519294790/d832650dex102.htm)] | [added: | |]

| [removed: 2.2] [added: 2.3] | | [added: | | | |] [Master Transaction [removed: Agreement] [added: Agreement,] by and among MGM Resorts International, MGM Growth Properties [removed: Operating Partnership LP and BCORE Windmill Parent] LLC, [removed: and, solely with respect to certain sections therein,] MGM Growth Properties [added: Operating Partnership LP, VICI Properties Inc., Venus Sub] LLC, [added: VICI Properties L.P. and VICI Properties OP LLC,] dated as of [removed: January 14, 2020] [added: August 4, 2021] (incorporated by reference to Exhibit 2.1 of [removed: MGM Resort International’s] [added: the Company’s] Current Report on Form 8-K filed [removed: with the Commission] on [removed: January 14, 2020).](http://www.sec.gov/Archives/edgar/data/789570/000119312520007281/d866492dex21.htm)] [added: August 5, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521236897/d182935dex21.htm)] | [added: | |]

| 3.1 | | [added: | | | |] [Amended and Restated Certificate of Incorporation of the Company, dated June 14, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).](http://www.sec.gov/Archives/edgar/data/789570/000119312511214750/dex31.htm) | [added: | |]

| 3.2 | | [added: | | | |] [Amended and Restated Bylaws of the Company, effective January 13, 2021 (incorporated by reference to Exhibit [removed: 3.1 to the] [added: 3.1](https://www.sec.gov/Archives/edgar/data/789570/000119312521010197/d53546dex31.htm) [o](https://www.sec.gov/Archives/edgar/data/789570/000119312521010197/d53546dex31.htm)[f](https://www.sec.gov/Archives/edgar/data/789570/000119312521010197/d53546dex31.htm) [the] Company’s Current Report on Form 8-K filed on January 15, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/789570/000119312521010197/d53546dex31.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521010197/d53546dex31.htm)] | [added: | |]

| 4.1(1) | | [added: | | | |] [Indenture, dated November 15, 1996, by and between Mandalay and Wells Fargo Bank (Colorado), N.A., as Trustee (the “Mandalay November 1996 Indenture”) (incorporated by reference to Exhibit 4(e) to the Mandalay October 1996 10-Q).](http://www.sec.gov/Archives/edgar/data/725549/0000725549-96-000011.txt) | [added: | |]

| 4.1(2) | | [added: | | | |] [Supplemental Indenture, dated as of November 15, 1996, to the Mandalay November 1996 Indenture, with respect to $150 million aggregate principal amount of 7.0% Senior Notes due 2036 (incorporated by reference to Exhibit 4(f) to the Mandalay October 1996 10-Q).](http://www.sec.gov/Archives/edgar/data/725549/0000725549-96-000011.txt) | [added: | |]