MGM Resorts International (MGM) 10-K risk factor changes: FY2022 vs FY2021

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

- The global COVID-19 pandemic has continued to materially impact [removed: our] [added: MGM China’s] business, financial results and liquidity, and such impact could worsen and last for an unknown period of time.

[removed: -] Our [removed: ability to pay ongoing regular dividends to our stockholders is] [added: future resumption of dividend payments, if any, would be] subject to the [added: sole] discretion of our [removed: board] [added: Board] of [removed: directors] [added: Directors,] and [removed: may] [added: our ability to pay any dividends in the future could] be limited by [added: a variety of factors, including] our holding company structure, existing and future debt agreements entered into by us or our [removed: subsidiaries and] [added: subsidiaries,] state law [removed: requirements.][added: requirements, our future liquidity position, potential alternative uses of cash, general economic conditions and expected future financial results, in addition to other factors, some of which may be beyond our control.]

[added: The loss of the concession would require us to cease conducting gaming operations in Macau,] which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our substantial indebtedness and significant financial commitments, including the fixed component of our rent payments and guarantees we provide of the indebtedness of Bellagio BREIT Venture and [removed: MGP] [added: VICI] BREIT Venture could adversely affect our operations and financial results and impact our ability to satisfy our obligations. As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: $12.9] [added: $8.8] billion of principal amount of indebtedness outstanding on a consolidated basis, including [removed: $4.3 billion of outstanding indebtedness of the Operating Partnership and $3.1] [added: $4.2] billion of outstanding indebtedness of MGM China.

We do not guarantee MGM China’s [removed: or the Operating Partnership’s] obligations under [removed: their respective] [added: its] debt agreements and, to the extent MGM China [removed: or the Operating Partnership were] [added: was] to cease to produce cash flow sufficient to service [removed: their] [added: its] indebtedness, our ability to make additional investments into [removed: such entities] [added: MGM China] is limited by the covenants in our existing senior credit facility.

We currently also provide shortfall guarantees of the $3.01 billion and $3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture and [removed: MGP] [added: VICI] BREIT Venture, respectively.

[removed: The terms of each guarantee provide that, after] the [removed: lenders have exhausted certain remedies to collect on the obligations under the] underlying indebtedness, we would then be responsible for any shortfall between the value of the collateral and the debt obligation, which amount may be material, and we may not have sufficient cash on hand to fund any such obligation to the extent it is triggered in the future.

Similarly, development projects, including any potential future development of an integrated resort in Japan, strategic initiatives, including positioning BetMGM as a leader in online sports betting and iGaming, [added: investments in the growth of our international digital gaming business,] and acquisitions could require significant capital commitments, the incurrence of additional debt, guarantees of third-party debt or the incurrence of contingent liabilities, any or all of which could have an adverse effect on our business, financial condition, results of operations and cash flows.

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. Our ability to make payments on our substantial indebtedness and other significant financial commitments, including the rent payments under our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate cash flow, receive distributions from our unconsolidated affiliates and subsidiaries (including MGM [removed: China and the Operating Partnership),] [added: China),] and borrow under our senior credit facility or incur new indebtedness.

[removed: emergence and global spread of COVID-19 variants may continue to impact consumer spending levels in 2022 and potentially thereafter, and if] [added: If] we fail to generate cash sufficient to fund our liquidity needs or satisfy the financial and other covenants in our debt and lease instruments, we cannot assure you that future borrowings will be available to us under our senior secured credit facility in an amount sufficient to enable us to pay our indebtedness or fund our other liquidity needs or that we will be able to access the capital markets in the future to borrow additional debt on terms favorable to us, or at all.

In addition, we have a significant amount of indebtedness maturing in [removed: 2022,] [added: 2023,] and thereafter.

If we are unable to fund or refinance our indebtedness on a timely basis, we might be forced to seek alternate forms of financing, dispose of [removed: certain] assets or minimize capital expenditures and other investments.

Any default under our senior credit facility or the indentures [removed: governing our other debt] could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt and other financial commitments.

In addition, [removed: each of] MGM China [removed: and the Operating Partnership] has issued debt securities and is a borrower under credit facilities, all of which contain covenants that restrict the [removed: respective] borrower’s ability to engage in certain transactions, require [removed: them] [added: MGM China] to satisfy certain financial covenants and impose certain operating and financial restrictions on [removed: them] [added: MGM China] and [removed: their respective] [added: its] subsidiaries.

These restrictions include, among other things, limitations on [removed: their] [added: MGM China’s] ability to pay dividends or distributions to us, incur additional debt, make investments or engage in other businesses, merge or consolidate with other companies, or transfer or sell assets.

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: As of December 31, 2021 we] [added: We] are required to make annual rent payments of [removed: $1.6] [added: $1.7] billion, in the aggregate, under the triple-net lease agreements, which leases are also subject to annual escalators as described elsewhere in this Annual Report on Form 10-K.

In addition, [added: each of] the leases [removed: governing the Bellagio, MGM Grand Las Vegas, Mandalay Bay, Aria (including Vdara) real estate assets require] [added: obligates] us to comply with certain financial covenants which, if not met, will require us to deposit cash collateral or issue letters of credit for the benefit of the applicable landlord equal to [added: 6 months or] 1 year of [added: rent, as applicable to the circumstances, under the VICI lease, 1 year of] rent under the [added: Mandalay Bay and] MGM Grand Las Vegas [removed: and Mandalay Bay lease and] [added: lease,] the Aria [removed: lease] and [added: Vdara lease, and The Cosmopolitan lease, and] 2 years of rent under the Bellagio lease.

[removed: We] [added: In addition, we] may also face unforeseen liability or be subject to additional obligations as a result of the COVID-19 pandemic, including as a result of claims alleging exposure to COVID-19 in connection with our operations or facilities or to the extent we are subject to a governmental enforcement action as a result of health and safety compliance.

If the Macau government were to allow additional competitors to operate in Macau through the grant of additional concessions or if current concessionaires [removed: and subconcessionaires] open additional facilities, we would face increased competition.

In addition, changes in discretionary consumer spending or consumer preferences could be driven by factors such as the increased cost of travel, an unstable job market, perceived or actual [removed: disposable consumer income and wealth, outbreaks of contagious diseases or fears of war and acts of terrorism or other]

In particular, Aria, [removed: Bellagio and] [added: Bellagio,] MGM Grand Las [removed: Vegas] [added: Vegas, and The Cosmopolitan] may be affected by economic conditions in the Far East, and all of our Nevada resorts are affected by economic conditions in the United States, and California in particular.

A recession, economic slowdown or any other significant economic condition, including [added: continued or increased] inflationary pressures, affecting consumers, corporations, or the supply chain, generally is likely to cause a reduction in visitation to our resorts, which would adversely affect our operating results.

While we seek employees from outside of Macau to adequately staff our resorts, certain Macau government policies limit our ability to import labor in certain job classifications (for instance, the Macau government requires that we only hire Macau residents as dealers in our casinos) and any future government policies that freeze or cancel our ability to import labor could cause labor costs to [removed: increase (including limitations on our ability to import labor as a result of temporary travel restrictions adopted as part of the COVID-19 mitigation efforts).][added: increase.]

Finally, because additional [removed: casino] [added: gaming or non-gaming] projects have commenced operations and other projects are under construction, the existing transportation infrastructure may need to be expanded to accommodate increased visitation to Macau.

If transportation facilities to and from Macau are inadequate to meet the demands of an increased volume of [removed: gaming] customers visiting Macau, the desirability of Macau as a [removed: gaming] [added: travel] destination, as well as the results of operations at our developments in Macau, could be negatively impacted.

Furthermore, our obligation to pay rent as well as the other costs described above is absolute in virtually all circumstances, regardless of the performance of the properties and other circumstances that might abate rent in leases that now place these risks on the [removed: tenant, such as certain events of casualty and condemnation.]

Reductions in flights by major airlines as a result of higher fuel [removed: prices or] [added: prices,] lower demand, [removed: as a result of limitations on travel imposed to address the COVID-19 pandemic] or otherwise, can impact the number of visitors to our resorts.

In addition, the outbreak of infectious diseases, such as COVID-19, [removed: has] [added: may] severely [removed: disrupted, and is expected to continue to disrupt,] [added: disrupt] domestic and international travel.

[removed: See “—The] [added: The] global COVID-19 pandemic has continued to materially impact [removed: our] [added: MGM China’s] business, financial results and liquidity, and such impact could worsen and last for an unknown period of [removed: time.”][added: time. Our properties in Macau were open during the first half of 2022, however, gaming operations were temporarily suspended on July 11, 2022 due to an increase in the number of COVID-19 cases in Macau and resumed on July 23, 2022, subject to certain continuing health safeguards.]

[removed: In addition,] [added: Finally,] if we are awarded a concession to develop an integrated casino resort in Japan, we would do so in a consortium with ORIX and other local investors.

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. [added: Although our business model is primarily asset-light, we intend to continue to evaluate opportunities for future construction, development or expansion projects.]

Any of our future construction, development or expansion projects, such as our proposed integrated resort in [removed: Japan,] [added: Japan and the potential for full-scale commercial gaming at Empire City,] will be subject to a number of risks, including:

The occurrence of any of these development and construction risks could increase the total costs, delay or prevent the construction, development, expansion or opening or otherwise affect the design and features of any future projects [added: which we might undertake.]

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 35,000] [added: 38,000] of our employees are covered by collective bargaining agreements.

A prolonged dispute with the covered employees or any labor unrest, strikes or other business interruptions in connection with labor negotiations or [removed: others] [added: otherwise] could have an adverse impact on our operations, and adverse publicity in the marketplace related to union messaging could further harm our reputation and reduce customer demand for our services.

Furthermore, we may have, or acquire in the future, multi-employer plans that are classified as “endangered,” [added: “seriously endangered,” or “critical” status.]

Plans in these classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan, which may require additional contributions from employers (which may take the form of a surcharge on benefit [removed: contributions) and/or modifications to retiree benefits.]

Furthermore, we may pursue any of these opportunities in alliance with third [removed: parties, including MGP.][added: parties.]

[removed: For example,] [added: Outside] the [added: United States, the] European Union has adopted a data protection regulation known as the General Data Protection Regulation, which became fully enforceable in May 2018, that [removed: includes] [added: provides data subjects with significant privacy-related rights and imposes] operational and compliance requirements [added: on organizations] with significant penalties for non-compliance.

- We have suspended our payment of ongoing regular dividends to our stockholders, and may not elect to resume paying dividends in the foreseeable future or at all.

- Water scarcity could negatively impact our operations.

- The Macau government can (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand Paradise, (ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise an extension of the concession in 2032.

The terms of each guarantee provide that, after the lenders have exhausted certain remedies to collect on the obligations under

Under the terms of MGM Grand Paradise’s concession, MGM Grand Paradise is required to implement certain investments in gaming and non-gaming projects, for which the non-gaming commitment is subject to increase if market-wide Macau annual gross gaming revenue reaches a specified level.

There can be no assurance, however, that MGM Grand Paradise will have sufficient cash on hand to fund these obligations, including any increased investment amounts to the extent they are triggered in the future, or that it would be able to obtain financing to fund these obligations on satisfactory terms or at all.

If MGM Grand Paradise is unable to satisfy its investment commitments, its concession contract may be subject to termination by the Macau government.

See “—Risks Related to Our Macau Operations—The Macau government can (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand Paradise, (ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise an extension of the concession in 2032.”

If regional and national economic conditions deteriorate, including in connection with a recession, revenues from our operations could decline as consumer spending levels decrease and we could fail to generate cash sufficient to fund our liquidity needs or satisfy the financial and other restrictive covenants in our debt and lease instruments.

disposable consumer income and wealth, outbreaks of contagious diseases or fears of war and acts of terrorism or other acts of violence.

In addition, adverse market conditions may impact the labor market and cause disruptions to the global supply chain.

We have suspended our payment of ongoing regular dividends to our stockholders, and may not elect to resume paying dividends in the foreseeable future or at all. On February 8, 2023, we announced that our Board of Directors had determined to suspend our ongoing regular dividends in order to focus on our preferred method of returning value to shareholders through our share repurchase plan.

Accordingly, there can be no assurance that we will resume paying dividends in the foreseeable future or at all, which could adversely affect the market price of our common stock.

tenant, such as certain events of casualty and condemnation.

Furthermore, the occurrence of risks that adversely affect the businesses of our joint ventures or other unconsolidated affiliates could reduce the value of our investments in such entities, impair their ability to make any potential future distributions to us or require that we make additional capital contributions to them.

The shared nature of control over such ventures may limit our ability to directly manage these risks.

Furthermore, our leases covering the MGM Grand Las Vegas & Mandalay Bay, Bellagio, Aria & Vdara, and The Cosmopolitan all require us to maintain specified insurance coverage.

The collective bargaining agreements covering most of our Las Vegas union employees expire in 2023.

contributions) and/or modifications to retiree benefits.

The CCPA was amended by the California Privacy Rights Act with the changes going into effect in 2023.

Other jurisdictions including Canada and China have also amended or adopted new privacy laws and/or requirements which often include similar requirements and obligations.

There may be risks and uncertainties associated with these and other privacy laws and regulations including their interpretation and implementation, as well as the potential extraterritorial effect of certain privacy laws and regulations.

Water scarcity could negatively impact our operations. Water is critical to the prosperity of the communities we serve and the ecosystems in which we operate.

Water is also a limited resource in many parts of the world, including Las Vegas where the majority of our properties are located.

Water availability is facing unprecedented challenges from overexploitation, the effects of climate change, and increasing demand for food and other consumer and industrial products whose manufacturing processes require water.

As the demand for water continues to increase in the areas in which we operate, and as water becomes scarcer and the quality of available water deteriorates, our operations may incur higher costs or face capacity constraints and the possibility of reputational damage, which could adversely affect our profitability.

Any violations of the anti-money

On October 30, 2022, a COVID-19 case was identified as connected to MGM Cotai.

All guests and staff were isolated until November 1, 2022 and all gaming, hotel, restaurant, and retail operations were suspended with limited operations expected to resume beginning November 3, 2022.

More broadly, electronic applications for individual and group travel visas to Macau resumed on November 1, 2022, however, certain travel and entry restrictions in Macau and mainland China remained in place at the time, including COVID-19 testing and certain quarantine requirements, which significantly

impacted visitation to our Macau properties.

Beginning in December 2022, Macau and mainland China started unwinding testing and quarantine requirements as well as travel and entry restrictions associated with the “dynamic zero” COVID-19 policy.

On January 8, 2023, Macau lifted the majority of its COVID-19 pandemic travel and quarantine restrictions with the exception of overseas visitors travelling from outside of mainland China, Hong Kong and Taiwan being required to present a negative nucleic acid test or rapid antigen test result in place until February 6, 2023 when all remaining COVID-19 travel restrictions were removed.

Although COVID-19 measures have not been reimplemented to date, the extent and timing of further closures of MGM China’s properties, limitations of operations, or whether further travel restrictions to or from Macau will be reimplemented is uncertain if there is an increase or continued spread of COVID-19.

The extent to which the COVID-19 pandemic and new variants continue to impact our business, results of operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors that we may not be able to accurately predict or assess.

The Macau government can (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand Paradise, (ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise an extension of the concession in 2032. The Macau government has the right to unilaterally terminate the concession for endangering the national security of China or Macau by MGM Grand Paradise, failure of MGM Grand Paradise to perform its obligations, for the public interest or lack of appropriate qualifications of MGM Grand Paradise under the gaming law.

From the eighth year of MGM Grand Paradise’s concession, the Macau government may redeem the concession by providing MGM Grand Paradise with at least one year of advance notice.

Under the terms of MGM Grand Paradise’s concession, MGM Grand Paradise is required to implement certain investments in gaming and non-gaming projects, with a committed investment amount of MOP 16.7 billion (approximately $2.1 billion as of December 31, 2022), of which MOP 15 billion (approximately $1.9 billion as of December 31, 2022) is in non-gaming projects, and which is subject to increases of up to 20% in future years in the event that market-wide Macau annual gross gaming revenue reaches MOP 180 billion (approximately $22.4 billion as of December 31, 2022).

There can be no assurance, however, that MGM Grand Paradise will have sufficient cash on hand to fund these obligations, or that it will be able to obtain financing to fund these obligations on satisfactory terms or at all.

If MGM Grand Paradise is unable to satisfy its investment commitments, its concession contract may be subject to termination by the Macau government.

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.

- 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.

- We may not realize all of the anticipated benefits of our cost savings initiatives, including those associated with our MGM 2020 Plan.

- 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 MGP.

- 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 objectives.

- 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, 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

In 2020 and 2021, the COVID-19 pandemic resulted in significant deterioration to the global economy, and substantial declines in our revenues from operations and expected distributions from our unconsolidated affiliates and subsidiaries.

We expect that the recent

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.

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. As of the date of this annual report, there continues to be uncertainty around the COVID-19 pandemic, its duration, and its impact on U.S. and global economic activity and consumer behavior.

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.

While restrictions have eased throughout 2021, new restrictions to combat the spread of the variants, such as restrictions and bans on travel or transportation, stay-at-home directives, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, cancellation of events, including sporting events, concerts, conferences and meetings, and quarantines and lock-downs may be put into place in the future.

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 Macau, while all of our properties were open during 2021, several travel and entry restrictions were in place in Macau, Hong Kong and mainland China (including the temporary suspension of ferry services between Hong Kong and Macau, the nucleic acid test result certificate and mandatory quarantine requirements for returning residents, for visitors from Hong Kong, Taiwan, and certain regions in mainland China, and bans on entry on other visitors) which significantly impacted visitation to MGM Macau and MGM Cotai.

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: 2021] [added: 2022] compared to December 31, [removed: 2020.][added: 2021.]

Discussion of our financial condition and results of operations as of and for the year ended December 31, [removed: 2020] [added: 2021] compared to December 31, [removed: 2019] [added: 2020] can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020,] [added: 2021,] filed with the Securities and Exchange Commission (“SEC”) on February [removed: 26, 2021.][added: 25, 2022.]

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

We [added: lease the real estate assets of our domestic resorts pursuant to triple-net lease agreements and] make significant investments in our resorts through newly remodeled hotel rooms, restaurants, entertainment and nightlife offerings, as well as other new features and amenities.

While we continue to be focused on [removed: improving our financial position] [added: maintaining a strong balance sheet with adequate liquidity] and returning capital to shareholders, we are also dedicated to capitalizing on strategic development or initiatives.

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

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

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

[added: certificate, and mandatory quarantine requirements for returning residents, for visitors from Hong Kong, Taiwan, and certain regions in] mainland China, and bans on entry on other visitors), which significantly impacted visitation to our Macau properties.

During the year ended December 31, [removed: 2021,] [added: 2022,] Las Vegas visitor volume increased [removed: 69%] [added: 21%] compared to the prior year period according to information published by the Las Vegas Convention and Visitors Authority.

The Las Vegas market has had the [removed: addition of new sporting events and venues, the] expansion of convention [removed: centers, as well as music] [added: center, sporting, music,] and entertainment [removed: events,] [added: events in the current year,] which have [removed: positively] [added: significantly] impacted [removed: visitation, along with the easing of COVID-19 related restrictions, as discussed above.][added: visitation positively among business and leisure travel.]

During the year ended December 31, [removed: 2021,] [added: 2022,] Macau visitor arrivals [removed: increased 31%] [added: decreased 26%] compared to the prior year period according to statistics published by the Statistics and Census Service of the Macau Government, as the [removed: prior] [added: current] year period was more negatively affected by travel and entry restrictions in Macau than in the [removed: current] [added: prior] year period.

See Note [removed: 1 in] [added: 9 to] the accompanying consolidated financial statements for information regarding [removed: MGP and the Operating Partnership, which we consolidate in] our [removed: financial statements.][added: debt agreements as of December 31, 2022.]

[removed: All intercompany transactions,] [added: Transactions with MGP,] including transactions under the master lease with MGP, have been eliminated in [removed: consolidation.][added: our consolidation of MGP.]

See Note [removed: 18] [added: 4] in the accompanying [added: consolidated] financial statements for [removed: information regarding] [added: discussion of] this [removed: acquisition.][added: transaction.]

[removed: Subsequently,] [added: In October 2021,] MGP acquired the [removed: developed] real [removed: property associated with Empire City] [added: estate assets of MGM Springfield] from us and [removed: Empire City] [added: MGM Springfield] was added to the master lease [removed: between us and] [added: with] MGP.

See Note [removed: 4 and Note 18 in] [added: 17 to] the accompanying consolidated financial statements [removed: for information regarding this acquisition.][added: and]

In exchange for the contribution of the real estate assets, [removed: we] [added: MGM and MGP] received total consideration of [removed: $4.25] [added: $4.6] billion, which [removed: consisted] [added: was comprised] of [removed: a 5%] [added: $2.5 billion of cash, $1.3 billion of MGP OP’s secured indebtedness assumed by VICI BREIT Venture, and MGP OP’s 50.1%] equity interest in [removed: the venture and cash of approximately $4.2 billion.][added: VICI BREIT Venture (now owned by VICI).]

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

See Note [removed: 1, Note 11,] [added: 4] and Note [removed: 12] [added: 11] in the accompanying consolidated financial statements for [removed: information regarding this transaction, lease agreement,] [added: discussion of the transaction] and [removed: shortfall guarantee,] [added: lease,] respectively.

See Note 1 and Note [removed: 16] [added: 7] in the accompanying consolidated financial statements for [removed: information regarding this transaction.][added: further discussion.]

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

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

In connection with the [removed: MGP BREIT Venture Transaction,] [added: MGM Grand Las Vegas and Mandalay Bay transaction, the master lease with] MGP [added: was modified to remove the Mandalay Bay property and VICI] BREIT Venture entered into a lease with us for the real estate assets of Mandalay Bay and MGM Grand Las Vegas.

See Note [added: 4 and Note] 11 in the accompanying [added: consolidated] financial statements for [removed: information regarding this lease agreement.][added: discussion of the transaction and lease, respectively.]

Also, in January 2020, we, [removed: the Operating Partnership,] [added: MGP OP,] and MGP entered into an agreement for [removed: the Operating Partnership] [added: MGP OP] to waive its right following the closing of the [removed: MGP BREIT Venture Transaction] [added: MGM Grand Las Vegas and Mandalay Bay transaction] to issue MGP Class A shares, in lieu of cash, to us in connection with us exercising our right to require [removed: the Operating Partnership] [added: MGP OP] to redeem the [removed: Operating Partnership] [added: MGP OP] units we hold, at a price per unit [removed: 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 [removed: Operating Partnership] [added: MGP OP] units.

On May 18, 2020 [removed: the Operating Partnership] [added: MGP OP] redeemed approximately 30 million [removed: Operating Partnership] [added: MGP OP] units that we held for $700 million, or $23.10 per unit, and on December 2, 2020, [removed: the Operating Partnership] [added: MGP OP] redeemed approximately 24 million [removed: Operating Partnership] [added: of the MGP OP] units that we held for the remaining $700 million, or $29.78 per unit.

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

In connection with the [removed: exchange,] [added: transaction,] VICI OP [removed: will redeem] [added: redeemed] the majority of our VICI OP units for cash consideration of $4.4 billion, with us retaining an approximate [removed: $370 million] [added: 1%] ownership interest in [removed: the] VICI [removed: OP (based upon the close price of VICI stock as of August 3, 2021).][added: OP.]

MGP’s Class B share that [removed: we hold will be] [added: was previously held by us was] cancelled.

[removed: As part of] [added: In connection with] the [removed: transaction,] [added: VICI Transaction,] we [removed: will enter] [added: entered] into an amended and restated master lease with VICI.

Additionally, we [removed: will enter] [added: entered] into a lease agreement for the real estate assets of [added: the] The Cosmopolitan.

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

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

In December [removed: 2021,] [added: 2022,] we [removed: entered into an agreement to sell] [added: completed] the [added: sale of the] operations of The Mirage to [removed: an affiliate of] Hard Rock for cash consideration of $1.075 billion, subject to certain purchase price adjustments.

[removed: Upon] [added: At] closing, the master lease [removed: between us and VICI (or MGP in the event that the] [added: with] VICI [removed: Transaction is terminated) will be] [added: was] amended [removed: and restated] to [added: remove The Mirage and] reflect a $90 million reduction in annual cash rent.

- Hotel revenue [removed: indicators:] [added: indicators (for Las Vegas Strip Resorts):] hotel occupancy (a volume indicator); average daily rate (“ADR,” a price indicator); and revenue per available room (“REVPAR,” a summary measure of hotel results, combining ADR and occupancy rate).

Rooms that were out of service during the years ended December 31, 2021 and 2020 as a result of [added: property] closures due to the [removed: COVID-19] pandemic were excluded from the available room count when calculating hotel occupancy and REVPAR.

Win for VIP gaming operations at MGM China is typically in the range of 2.6% to 3.3% of turnover; however, reduced gaming volumes as a result of the [removed: COVID-19] pandemic could cause volatility in MGM China’s hold percentages.

We also offer online gaming and sports betting through LeoVegas, our consolidated subsidiary, as well as through BetMGM, our unconsolidated affiliate.

Our results will also depend upon our ability to expand our ownership, management and operation of gaming facilities and accessing new markets for iGaming and online sports betting.

As of December 31, 2022, all of our domestic properties were open and not subject to operating restrictions; however, travel and business volume were negatively affected in the early part of the first quarter of 2022 due to the spread of the omicron variant.

Gaming operations were temporarily suspended on July 11, 2022 due to an increase in the number of COVID-19 cases in Macau and resumed on July 23, 2022, subject to certain continuing health safeguards, with most restaurants and bars and certain retail outlets remaining closed.

On October 30, 2022, a COVID-19 case was identified as connected to MGM Cotai.

All guests and staff at MGM Cotai were isolated until November 1, 2022 and all gaming, hotel, restaurant, and retail operations were suspended with limited operations resumed beginning November 3, 2022.

More broadly, electronic applications for individual and group travel visas to Macau resumed on November 1, 2022, however, certain travel and entry restrictions in Macau and mainland China remained in place at the time, including COVID-19 testing and certain quarantine requirements, which significantly impacted visitation to our Macau properties.

Beginning in December 2022, Macau and mainland China started to unwind testing and quarantine requirements as well as travel and entry restrictions associated with the “dynamic zero” COVID-19 policy.

On January 8, 2023, Macau lifted the majority of its COVID-19 pandemic travel and quarantine restrictions with the exception of overseas visitors travelling from outside of mainland China, Hong Kong and Taiwan being required to present a negative nucleic acid test or rapid antigen test result in place until February 6, 2023 when all remaining COVID-19 travel restrictions were removed.

*Visitation Statistics*

See Note 11 for information regarding the MGM Grand Las Vegas and Mandalay Bay lease.

equal to a 3% discount to the ten day average closing price prior to the date of the notice of redemption.

In April 2022, we completed the VICI Transaction in a stock-for-stock transaction.

Accordingly, we no longer hold a controlling interest in MGP and deconsolidated MGP upon the closing of the transactions.

In May 2022, we acquired the operations of The Cosmopolitan for cash consideration of $1.625 billion, plus working capital adjustments for a total purchase price of approximately $1.7 billion.

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

As a result, we reassessed the useful life of the MGM Grand Paradise gaming subconcession intangible asset and reduced the useful life to align with the contractual term of the subconcession, which expired on December 31, 2022, thereby accelerating the recognition of amortization within our statements of operations.

In December 2022, we were awarded a new gaming concession, which permits the operation of games of chance or other games in casinos in Macau, commencing on January 1, 2023.

In September 2022, we acquired LeoVegas through a tender offer at a cash price of SEK 61 per share, for a total fair value of equity interests acquired of approximately $556 million, inclusive of cash settlement of equity awards.

Refer to Note 4 in the accompanying consolidated financial statements for discussion of this transaction.

In February 2023, we completed the sale of the operations of Gold Strike Tunica to CNE for cash consideration of $450 million, subject to certain purchase price adjustments.

At closing, the master lease with VICI was amended to remove Gold Strike Tunica and reflect a $40 million reduction in annual cash rent.

Refer to Note 4 in the accompanying consolidated financial statements for further discussion of this transaction.

Full hotel operations resumed on December 13, 2021.

The current year benefited from the inclusion of the net revenues of The Cosmopolitan and a full year of net revenues related to Aria, partially offset by the disposition of The Mirage.

The current year was initially negatively affected by a decrease in business volume and travel due to the spread of the omicron variant in the early part of the year; however, business volumes subsequently improved at our domestic resorts with a significant increase primarily at our Las Vegas Strip Resorts over the prior year, which was negatively affected by midweek property and hotel closures, lower travel activity, and operational restrictions due to the COVID-19 pandemic.

As a result, net revenues at our Las Vegas Strip Resorts increased 77%, Regional Operations increased 12%, and MGM China decreased 44% compared to the prior year.

Consolidated operating income was $1.4 billion in 2022 compared to $2.3 billion in 2021, a decrease of 37%.

The current year period benefited from an increase in gains from transactions and the increase in domestic business volumes discussed above, partially offset by an increase in general and administrative expense, an increase in depreciation and amortization expense, and a decrease in income from unconsolidated affiliates.

Gains from transactions in the current year included a $2.3 billion net gain related to the VICI Transaction recorded in gain on REIT transactions, net, and a $1.1 billion net gain related to the sale of the operations of The Mirage recorded within property transactions, net, while the prior year benefited from the $1.6 billion net gain on consolidation of CityCenter.

General and administrative expense increased $1.7 billion primarily due to an increase of rent expense of $1.1 billion related to the Aria and Vdara, VICI, and The Cosmopolitan leases, which commenced in September 2021, April 2022, and May 2022, respectively, as well as other increases, primarily in payroll costs.

Depreciation and amortization expense increased $2.3 billion compared to the prior year period, due primarily to an increase of $2.5 billion in amortization expense of the MGM Grand Paradise gaming concession as a result of the change in its useful life.

Las Vegas Strip Resorts casino revenue was $2.1 billion in 2022, compared to $1.5 billion in 2021, an increase of 36%, due primarily to the inclusion of The Cosmopolitan and a full year of casino revenue related to Aria, partially offset by the disposition of The Mirage, and was negatively affected by a decrease in business volume and travel due to the spread of the omicron variant in the early part of the current year; however, business volumes subsequently improved with a significant increase over the prior year, which was negatively affected by midweek property and hotel closures, lower travel activity, and operational restrictions due to the pandemic.

| | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

Las Vegas Strip Resorts rooms revenue was $2.7 billion in 2022, compared to $1.4 billion in 2021, an increase of 95%.

The current year benefited from the inclusion of The Cosmopolitan and a full year of revenues from Aria, partially offset by the disposition of The Mirage.

Although operations were initially negatively affected by the omicron variant in the early part of the year, REVPAR increased significantly due to an increase in occupancy and ADR as business volume and travel activity improved in the current year.

| | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

Las Vegas Strip Resorts food and beverage revenue was $2.1 billion in 2022, compared to $1.0 billion in 2021, an increase of 109%, and Las Vegas Strip Resorts entertainment, retail and other revenue was $1.4 billion in 2022, compared to $770 million in 2021, an increase of 87%, due primarily to the inclusion of The Cosmopolitan and a full year of revenues from Aria, partially offset by the disposition of The Mirage.

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

Although all of our properties have re-opened, in light of the unpredictable nature of the pandemic, including the emergence and spread of COVID-19 variants, the properties may be subject to new operating restrictions and/or temporary, complete, or partial shutdowns in the future.

At this time, we cannot predict whether jurisdictions, states or the federal government will adopt similar or more restrictive measures in the future than in the past, including stay-at-home orders or the temporary closure of all or a portion of our properties as a result of the pandemic.

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.

As of December 31, 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, MGM Northfield Park, and MGM Springfield pursuant to a master lease agreement with MGP.

As further discussed below, we lease the real estate assets of Bellagio pursuant to a lease agreement with Bellagio BREIT Venture, the real estate assets of Mandalay Bay and MGM Grand Las Vegas pursuant to a lease agreement with MGP BREIT Venture, and the real estate assets of 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 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.

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

Also, in January 2019, we acquired the real property and operations associated with Empire City in Yonkers, New York for consideration of approximately $865 million.

In addition, pursuant to the master lease amendment, we agreed to provide MGP a right of first offer with respect to certain undeveloped land adjacent to the property to the extent that we develop additional gaming facilities and choose to sell or transfer such property in the future.

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.

See Note 18 in the accompanying financial statements for information regarding this transaction with MGP, which is eliminated in consolidation.

In November 2019, we completed the Bellagio transaction, pursuant to which 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 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.

As a result of the sale, we recorded a gain of approximately $2.7 billion.

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

In connection with our review of the carrying value of assets to be sold due to the offer for sale received during the third quarter of 2019, we recorded a non-cash impairment charge of $219 million.

Upon completion of the sale in the fourth quarter, we recorded a loss of $2 million.

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 MGP BREIT Venture, and the Operating Partnership’s 50.1% equity interest in MGP BREIT Venture.

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

The 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 $292 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 one or more letters of credit in favor of the landlord in an amount equal to the rent for the succeeding 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 million, as further discussed in Note 18.

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.

The new master lease will have an initial term of 25 years, with three 10-year renewals, and initial annual rent of $860 million, escalating annually at a rate of 2% per annum for the first 10 years and thereafter equal to the greater of 2% and the CPI increase during the prior year subject to a cap of 3%.

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

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.

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.

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%.

We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed rate borrowings and short-term borrowings under our bank credit [removed: facilities and by utilizing interest rate swap agreements that provide for a fixed interest payment on the Operating Partnership’s credit facility.][added: facilities.]

We do not [removed: hold or issue financial instruments for trading purposes and do not] enter into derivative transactions that would be considered speculative positions.

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

| | | | | | | Debt maturing in | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value December 31, [removed: 2021] [added: 2022] | | |

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | Thereafter | | | | | | Total | | | | | | | | |

| Average interest rate | | | | | | [removed: 7.8] [added: 6.0] | | % | | | | [removed: 6.0] [added: 5.4] | | % | | | | [removed: 5.5] [added: 6.0] | | % | | | | [removed: 5.6] [added: 5.4] | | % | | | | [removed: 5.2] [added: 5.1] | | % | | | | [removed: 4.9] [added: 4.8] | | % | | | | 5.5 | | % | | | | | | |

As of December 31, [removed: 2021,] [added: 2022,] 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 $28 million.

As of December 31, 2022, variable rate borrowings represented approximately 17% of our total borrowings.

| Fixed-rate | | | | | | $ | 1,250 | | | | | $ | 750 | | | | | $ | 1,925 | | | | | $ | 1,150 | | | | | $ | 1,425 | | | | | $ | 750 | | | | | $ | 7,250 | | | | | $ | 6,850 | |

| Variable rate | | | | | | $ | 37 | | | | | $ | 1,474 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,511 | | | | | $ | 1,511 | |

| Average interest rate | | | | | | 8.0 | | % | | | | 6.9 | | % | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 7.0 | | % | | | | | | |

As of December 31, 2021, variable rate borrowings represented approximately 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 1.783% on a total notional amount of $700 million.

Additionally, the Operating Partnership has $900 million of notional amount of forward starting swaps that are not currently effective.

| Fixed-rate | | | | | | $ | 1,000 | | | | | $ | 1,250 | | | | | $ | 1,800 | | | | | $ | 2,725 | | | | | $ | 1,650 | | | | | $ | 4,026 | | | | | $ | 12,451 | | | | | $ | 12,948 | |

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

| Average interest rate | | | | | | N/A | | | | | | 1.9 | | % | | | | 3.0 | | % | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | 2.8 | | % | | | | | | |

[removed: We lease] [added: - In November 2019,] the [removed: real estate assets of Bellagio pursuant to a lease agreement between a subsidiary of ours and a] venture that is 5% owned by [removed: such] [added: a] subsidiary [added: of ours] and 95% owned by a subsidiary of Blackstone Real Estate [removed: Income] [added: Investment] Trust, Inc. (“BREIT”, [removed: and] such venture, the “Bellagio BREIT [removed: Venture”).][added: Venture”) was formed, which acquired the Bellagio real estate assets from us for total consideration of $4.25 billion, and leased such assets back to us pursuant to a lease agreement.]

[removed: We lease] [added: - On February 14, 2020, we completed a series of transactions (collectively] the [added: “MGM Grand Las Vegas and Mandalay Bay transaction”) pursuant to which the] real estate assets of [removed: Mandalay Bay and] MGM Grand Las Vegas [removed: pursuant to a lease agreement between a subsidiary of ours] and [removed: a] [added: Mandalay Bay (including Mandalay Place) were contributed to the newly formed] venture that [removed: is] [added: was] 50.1% owned by a subsidiary of [removed: the Operating Partnership] [added: MGP OP] and 49.9% [removed: owned] by a subsidiary of BREIT (such venture, the [removed: “MGP] [added: “VICI] BREIT [removed: Venture”).][added: Venture”) in exchange for total consideration of $4.6 billion.]

[removed: We lease] [added: - On September 28, 2021, we sold] the real estate assets of Aria [removed: (including Vdara) pursuant to a lease agreement between a subsidiary of ours] and [added: Vdara to] funds managed by The Blackstone Group Inc. [removed: ("Blackstone").][added: (“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 ours.]

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

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, [added: acquiring LeoVegas to expand our global online presence,] expanding our digital capabilities, and seeking to diversify our Asia operations with development efforts in Japan.

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

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

In connection with its formation, we provided BetMGM with exclusive access to all of our domestic [removed: landbased] [added: 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.

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

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

[removed: Refer to] [added: See] Note [removed: 18] [added: 13] for [removed: additional] information [removed: on] [added: regarding] this transaction, which [removed: eliminates] [added: eliminated] in consolidation.

See Note [removed: 16] [added: 4] for [removed: additional information related to] [added: discussion of] this transaction.

- In connection with the [removed: MGP BREIT Venture Transaction, MGP] [added: MGM Grand Las Vegas and Mandalay Bay transaction, VICI] 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 [removed: property and the annual cash rent under the MGP master lease was reduced by $133 million, as further discussed in Note 18.][added: property.]

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

- On March 4, 2021, we delivered a notice of redemption to MGP covering approximately 37 million [removed: Operating Partnership] [added: MGP OP] 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 [removed: MGP's] [added: MGP’s] issuance of Class A shares.

- On [removed: August 4, 2021,] [added: April 29, 2022,] we [removed: entered into an agreement] [added: completed a series of transactions] with VICI Properties, Inc. (“VICI”) and MGP whereby VICI [removed: will acquire] [added: acquired] MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”).

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

MGP’s Class B share that [removed: is] [added: was] held by us [removed: will be] [added: was] cancelled.

[removed: As part of] [added: In connection with] the [removed: transaction,] [added: VICI Transaction,] we [removed: will enter] [added: entered] into an amended and restated master lease with VICI.

Refer to Note [removed: 1] [added: 4] for further [removed: information.][added: discussion of this transaction.]

Additionally, [removed: the Company will enter] [added: we entered] into a lease agreement for the real estate assets of The Cosmopolitan.

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

In December 2021, we and ORIX formed a venture, through which we [removed: 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 [removed: MGP] master lease [removed: between us and MGP through which MGP leases back the real property to a subsidiary of ours.][added: with MGP.]

Transactions with MGP, including transactions under the [removed: MGP] master [removed: lease,] [added: lease with MGP,] have been eliminated in our consolidation of MGP.

Refer to Note [removed: 18] [added: 4] for further discussion of the [removed: master lease with MGP.][added: VICI Transactions.]

- On December [removed: 13, 2021,] [added: 19, 2022,] we [removed: entered into an agreement to sell] [added: completed] the [added: sale of 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.

[removed: Upon] [added: At] closing, the master lease [removed: between us and VICI (or MGP in the event that the] [added: with] VICI [removed: Transaction is terminated) will be] [added: was] amended [removed: and restated] to [added: remove The Mirage and] reflect a $90 million reduction in annual cash rent.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations — Description of our business and key performance indicators — [removed: Financial] Impact of COVID-19” for more information about the effect of the COVID-19 pandemic on our business and our recovery.

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 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 [added: timing of entertainment and sports events, 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.

As of December 31, [removed: 2021,] [added: 2022,] we have three reportable segments: Las Vegas Strip Resorts, Regional Operations, and MGM China, as generally described below.

Las Vegas Strip Resorts. Las Vegas Strip Resorts consists of the following casino resorts: Aria (including Vdara) (upon [added: its] acquisition in September 2021), Bellagio, [added: The Cosmopolitan (upon its acquisition in May 2022),] MGM Grand Las Vegas (including The Signature), Mandalay Bay (including Delano and Four Seasons), The [removed: Mirage, Luxor, New York-New York (including The Park), Excalibur, Park MGM (including NoMad Las Vegas) and Circus Circus Las Vegas] [added: Mirage] (until [removed: the sale of such property in December 2019).][added: its]

Regional Operations. Regional Operations consists of the following casino resorts: MGM Grand Detroit in Detroit, Michigan; Beau Rivage in Biloxi, Mississippi; Gold Strike Tunica in Tunica, [removed: Mississippi;] [added: Mississippi (until its disposition in February 2023);] Borgata in Atlantic City, New [added: Jersey; MGM National Harbor in Prince George’s County, Maryland; MGM Springfield in Springfield, Massachusetts; Empire City in Yonkers, New York; and MGM Northfield Park in Northfield Park, Ohio.]

[removed: Although our domestic customer mix has changed in the near term as a result of the COVID-19 pandemic, our] [added: Our] long-term strategy continues to be to market to different customers and utilize our significant convention and meeting facilities to allow us to maximize hotel occupancy and customer volumes, which also leads to better labor utilization.

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

Although visitation during [removed: 2020] [added: 2020, 2021,] and [removed: 2021] [added: 2022] 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 [removed: operations] [added: operations,] which are conducted under a gaming [removed: subconcession] [added: concession] held by MGM Grand Paradise, a subsidiary of MGM China.

[removed: As discussed above, gaming] [added: Gaming] in Macau is currently administered by the Macau Government through concessions awarded to [removed: three] [added: six] different [removed: concessionaires and three subconcessionaires, of which a subsidiary of MGM China, MGM Grand Paradise, is a subconcessionaire.][added: concessionaires.]

MGM Resorts International is a Delaware corporation incorporated in 1986 that acts largely as a holding company and, through subsidiaries, is a global gaming and entertainment company with domestic and international locations featuring best-in-class hotels and casinos, state-of-the-art meeting and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings, and sports betting and online gaming operations.

We also believe that through our online gaming operations, we can create a scaled global online gaming business.

As of December 31, 2022, we operate 17 domestic casino resorts and, through our 56% controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”), operate two casino resorts in Macau.

We also have global online gaming operations through our consolidated subsidiary LeoVegas AB (“LeoVegas”) and our unconsolidated 50% owned venture, BetMGM, LLC (“BetMGM”).

We lease the real estate assets of our domestic resorts pursuant to triple-net lease agreements, as further discussed in Note 11.

Prior to the closing of the VICI Transaction (defined below), MGM Growth Properties LLC (“MGP”), was a consolidated subsidiary of ours and, through its subsidiary MGM Growth Properties Operating Partnership LP (“MGP OP”), was the landlord of certain of our domestic properties pursuant to an intercompany master lease arrangement.

On April 27, 2022, we, together with Osaka prefecture/city and our partners at ORIX, submitted an Area Development Plan to Japan’s central government.

In connection with the exchange, VICI OP redeemed the majority of our VICI OP units, with us retaining an approximate 1% ownership interest in VICI OP.

We no longer hold a controlling interest in MGP and deconsolidated MGP upon the closing of the VICI Transaction.

- On May 17, 2022, we acquired the operations of The Cosmopolitan of Las Vegas (“The Cosmopolitan”) for cash consideration of $1.625 billion, plus working capital adjustments for a total purchase price of approximately $1.7 billion.

See Note 4 and Note 11 for discussion of the transaction and lease, respectively.

- On September 7, 2022, we acquired LeoVegas through a tender offer at a cash price of SEK 61 per share, for a total fair value of equity interests acquired of approximately $556 million, inclusive of cash settlement of equity awards.

- On December 16, 2022, we were awarded a new gaming concession, which permits the operation of games of chance or other games in casinos in Macau, commencing on January 1, 2023.

- On February 15, 2023, we completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC (“CNE”), a subsidiary of Cherokee Nation Business, for cash consideration of $450 million, subject to certain purchase price adjustments.

At closing, the master lease with VICI was amended to remove Gold Strike Tunica and reflect a $40 million reduction in annual cash rent.

Refer to Note 4 for further discussion of this transaction.

disposition in December 2022), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).

Our casino operations feature a variety of slots and table games.

- Investing in digital offerings and opportunities domestically and abroad; and

As members advance through tiers, a host of member benefits are unlocked including priority access, exclusive events and experiences, and the opportunity to redeem MGM Rewards for hotel stays, food and beverage,

and other MGM Resorts experiences.

- Gaming Entertainment. Innovate our gaming entertainment product to drive continued premium positioning and competitive differentiation.

Distribute our product offering to serve the broadest total addressable market possible.

In April 2022, we submitted an area development plan to the central government and are currently awaiting a decision.

In January 2023, a request for application for three downstate commercial gaming licenses was released, to which we expect to respond.

We are focused on using these capabilities to achieve specific goals of creating ‘only at MGM’ differentiation through unique content and

Additionally, this year we have deployed a new loyalty technology platform that allows customers to earn points through gaming and non-gaming activities, and we have enabled bundling technology capabilities to sell packages customized to a customer segment.

Environmental Sustainability

*ESG Reporting*

Throughout 2022, we continued our progress on key ESG initiatives and enhanced our disclosures, supporting our commitment to MGM’s Focused on What Matters platform and the UN Sustainable Development Goals.

Our most recent Social Impact & Sustainability Report built on the robust disclosures of 2021 to illustrate progress across our public social impact and sustainability goals, and we expect to publish a new report in 2023 detailing progress made in 2022.

Our reporting in 2022 contributed to the growing list of disclosures and frameworks to which we align with our first Task Force on Climate-related Financial Disclosures report (published in May 2022).

As our catalog of reports aligned to leading ESG frameworks has grown, we have updated our website to efficiently present these disclosures and policies at mgmresorts.com/esg.

*Energy & Carbon*

The year ended December 31, 2022 was the first full calendar year of operation for our Mega Solar Array (“Mega Array”) which, on average, has met or exceeded our production expectations.

We believe that the solar energy produced by the Mega Array will play a key role in meeting our climate goals:

- 45% reduction in Scope 1 & 2 carbon emissions intensity (pounds of carbon dioxide equivalent per square foot; 2007 baseline) by 2025;

- 50% reduction in absolute Scope 1 & 2 carbon emissions (metric tons of carbon dioxide equivalent; 2019 baseline) by 2030; and

- 100% renewable electricity purchased in U.S. and 80% purchased globally by 2030.

In addition, we have committed to reduce its value chain emissions with a goal to reduce carbon emissions across our significant Scope 3 categories by 30% by 2030.

MGM Resorts International is a Delaware corporation incorporated in 1986 that acts largely as a holding company and, through subsidiaries, owns and operates integrated casino, hotel, and entertainment resorts across the United States and in Macau.

MGM Growth Properties LLC (“MGP”), is a consolidated subsidiary of the Company.

Substantially all of its assets are owned by and substantially all of its businesses are conducted through its subsidiary MGM Growth Properties Operating Partnership LP (the “Operating Partnership”).

As of December 31, 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, MGM Northfield 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 MGP, which eliminates in consolidation.

Subsequently, MGP acquired

Refer to Note 4 and Note 18 for additional information.

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

- 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 Venture in exchange for total consideration of $4.6 billion.

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

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

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

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

- On September 26, 2021, 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.

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

- 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.

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.

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).

Our casino operations feature a variety of slots and table games, and, through BetMGM, we offer online sports betting and iGaming in certain jurisdictions in the United States.

The Macau government has granted three gaming concessions and each of these concessionaires has granted a subconcession.

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

The Macau government currently prohibits additional concessions and subconcessions, but does not place a limit on the number of casinos or gaming areas operated by the concessionaires and subconcessionaires, though additional casinos or gaming areas require government approval prior to commencing operations.

See “Risk Factors — Risks Related to our 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, 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.”

In 2019, the expiration of MGM Grand Paradise's subconcession term was extended from March 31, 2020 to June 26, 2022, consistent with the expiration of the other concessionaires and subconcessionaires.

Pursuant to the current Macau gaming law, upon reaching the maximum duration of 20 years, the term of the concessions may be extended one or more times by order of the Chief Executive, which period may not exceed, in total, 5 years.

On January 14, 2022, the Macau Government disclosed the content of a bill to amend Macau gaming law, which followed a 45-day public consultation process regarding draft amendment proposals that were issued in September 2021.

Under the bill, the existing subconcessions will be discontinued and a maximum of six concessions will be awarded for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three years under certain circumstances.

The bill is subject to debate and approval by the Macau Legislative Assembly.

The approval of the new gaming law bill will precede the public tender for the awarding of new gaming concessions and to date the Macau Government has provided no indication as to whether the public tender will take place before expiry of the existing gaming concessions and subconcessions but acknowledged that it could consider the extension of the existing concessions and subconcessions beyond their current term if the public tender is held at a later date.

Unless MGM Grand Paradise's gaming subconcession is extended or legislation with regard to reversion of casino premises is amended, the casino area premises and gaming-related equipment subject to reversion will automatically be transferred to the Macau Government upon expiration, and MGM Grand Paradise will cease to generate any revenues from such gaming operations.

In addition, certain events relating to the loss, termination, rescission, revocation or modification of MGM Grand Paradise’s gaming subconcession in Macau, where such events have a material adverse effect on the financial condition, business, properties, or results of operations of MGM China, taken as a whole, may result in a special put option triggering event under MGM China’s senior notes and an event of default under MGM China’s revolving credit facilities.

MGM

China continues to closely monitor developments regarding the retendering process or concession extensions including the issuance of guidance by the Macau Government.

MGM China intends to respond proactively to all relevant Macau Government requirements when known relating to the retendering process.

We cannot provide any assurance that the gaming subconcession will be extended beyond the current term or that we will be able to obtain a gaming concession in a public tender; however, management believes that MGM Grand Paradise will be successful in obtaining a gaming concession when a public tender is held.

Our unconsolidated affiliates include the ventures with BREIT, discussed elsewhere, and BetMGM.

In September 2021, we completed the acquisition of the 50% ownership interest in CityCenter held by Infinity World and now own 100% of the equity interest in CityCenter.

Accordingly, we no longer account for our interest in CityCenter under the equity method of accounting, and we now consolidate CityCenter in our financial statements.

*Our Operating Resorts*

We have provided certain information below about our resorts as of December 31, 2021.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| (State or other jurisdiction of incorporation or organization) | | | | | | (I.R.S. [removed: Employer Identification Number)] [added: Employer Identification No.)] | | |

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

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant as of June 30, [removed: 2021] [added: 2022] (based on the closing price on the New York Stock Exchange Composite Tape on June 30, [removed: 2021)] [added: 2022)] was [removed: $17.5] [added: $8.2] billion.

As of February [removed: 23, 2022, 439,172,269] [added: 22, 2023, 373,913,450] shares of Registrant’s Common Stock, $0.01 par value, were outstanding.

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i5165977d7f5246e4b29ba96dcf74a576_13)] [added: [Business](#i928b6266f3e7447d9752f6aca6ad9e53_13)] | | | [removed: [1](#i5165977d7f5246e4b29ba96dcf74a576_13)] [added: [1](#i928b6266f3e7447d9752f6aca6ad9e53_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i5165977d7f5246e4b29ba96dcf74a576_16)] [added: Factors](#i928b6266f3e7447d9752f6aca6ad9e53_16)] | | | [removed: [15](#i5165977d7f5246e4b29ba96dcf74a576_16)] [added: [13](#i928b6266f3e7447d9752f6aca6ad9e53_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i5165977d7f5246e4b29ba96dcf74a576_19)] [added: Comments](#i928b6266f3e7447d9752f6aca6ad9e53_19)] | | | [removed: [32](#i5165977d7f5246e4b29ba96dcf74a576_19)] [added: [27](#i928b6266f3e7447d9752f6aca6ad9e53_19)] | | |

| Item 2. | | | [removed: [Properties](#i5165977d7f5246e4b29ba96dcf74a576_22)] [added: [Properties](#i928b6266f3e7447d9752f6aca6ad9e53_22)] | | | [removed: [33](#i5165977d7f5246e4b29ba96dcf74a576_22)] [added: [28](#i928b6266f3e7447d9752f6aca6ad9e53_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i5165977d7f5246e4b29ba96dcf74a576_25)] [added: Proceedings](#i928b6266f3e7447d9752f6aca6ad9e53_25)] | | | [removed: [34](#i5165977d7f5246e4b29ba96dcf74a576_25)] [added: [29](#i928b6266f3e7447d9752f6aca6ad9e53_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i5165977d7f5246e4b29ba96dcf74a576_28)] [added: Disclosures](#i928b6266f3e7447d9752f6aca6ad9e53_28)] | | | [removed: [34](#i5165977d7f5246e4b29ba96dcf74a576_28)] [added: [29](#i928b6266f3e7447d9752f6aca6ad9e53_28)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5165977d7f5246e4b29ba96dcf74a576_34)] [added: Securities](#i928b6266f3e7447d9752f6aca6ad9e53_34)] | | | [removed: [35](#i5165977d7f5246e4b29ba96dcf74a576_34)] [added: [30](#i928b6266f3e7447d9752f6aca6ad9e53_34)] | | |

| Item 6. | | | [removed: [Reserved](#i5165977d7f5246e4b29ba96dcf74a576_37)] [added: [Reserved](#i928b6266f3e7447d9752f6aca6ad9e53_37)] | | | [removed: [37](#i5165977d7f5246e4b29ba96dcf74a576_37)] [added: [32](#i928b6266f3e7447d9752f6aca6ad9e53_37)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5165977d7f5246e4b29ba96dcf74a576_40)] [added: Operations](#i928b6266f3e7447d9752f6aca6ad9e53_40)] | | | [removed: [37](#i5165977d7f5246e4b29ba96dcf74a576_40)] [added: [32](#i928b6266f3e7447d9752f6aca6ad9e53_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5165977d7f5246e4b29ba96dcf74a576_43)] [added: Risk](#i928b6266f3e7447d9752f6aca6ad9e53_43)] | | | [removed: [57](#i5165977d7f5246e4b29ba96dcf74a576_43)] [added: [51](#i928b6266f3e7447d9752f6aca6ad9e53_43)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5165977d7f5246e4b29ba96dcf74a576_46)] [added: Data](#i928b6266f3e7447d9752f6aca6ad9e53_46)] | | | [removed: [58](#i5165977d7f5246e4b29ba96dcf74a576_46)] [added: [52](#i928b6266f3e7447d9752f6aca6ad9e53_46)] | | |

| | | | [Consolidated Financial [removed: Statements](#i5165977d7f5246e4b29ba96dcf74a576_55)] [added: Statements](#i928b6266f3e7447d9752f6aca6ad9e53_55)] | | | [removed: [62](#i5165977d7f5246e4b29ba96dcf74a576_55)] [added: [57](#i928b6266f3e7447d9752f6aca6ad9e53_55)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i5165977d7f5246e4b29ba96dcf74a576_73)] [added: Statements](#i928b6266f3e7447d9752f6aca6ad9e53_73)] | | | [removed: [67](#i5165977d7f5246e4b29ba96dcf74a576_73)] [added: [62](#i928b6266f3e7447d9752f6aca6ad9e53_73)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5165977d7f5246e4b29ba96dcf74a576_145)] [added: Disclosure](#i928b6266f3e7447d9752f6aca6ad9e53_133)] | | | [removed: [108](#i5165977d7f5246e4b29ba96dcf74a576_145)] [added: [100](#i928b6266f3e7447d9752f6aca6ad9e53_133)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i5165977d7f5246e4b29ba96dcf74a576_148)] [added: Procedures](#i928b6266f3e7447d9752f6aca6ad9e53_136)] | | | [removed: [108](#i5165977d7f5246e4b29ba96dcf74a576_148)] [added: [100](#i928b6266f3e7447d9752f6aca6ad9e53_136)] | | |

| Item 9B. | | | [Other [removed: Information](#i5165977d7f5246e4b29ba96dcf74a576_151)] [added: Information](#i928b6266f3e7447d9752f6aca6ad9e53_139)] | | | [removed: [109](#i5165977d7f5246e4b29ba96dcf74a576_151)] [added: [101](#i928b6266f3e7447d9752f6aca6ad9e53_139)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5165977d7f5246e4b29ba96dcf74a576_992)] [added: Inspections](#i928b6266f3e7447d9752f6aca6ad9e53_142)] | | | [removed: [109](#i5165977d7f5246e4b29ba96dcf74a576_992)] [added: [101](#i928b6266f3e7447d9752f6aca6ad9e53_142)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5165977d7f5246e4b29ba96dcf74a576_157)] [added: Governance](#i928b6266f3e7447d9752f6aca6ad9e53_148)] | | | [removed: [110](#i5165977d7f5246e4b29ba96dcf74a576_157)] [added: [102](#i928b6266f3e7447d9752f6aca6ad9e53_148)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i5165977d7f5246e4b29ba96dcf74a576_160)] [added: Compensation](#i928b6266f3e7447d9752f6aca6ad9e53_151)] | | | [removed: [110](#i5165977d7f5246e4b29ba96dcf74a576_160)] [added: [102](#i928b6266f3e7447d9752f6aca6ad9e53_151)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5165977d7f5246e4b29ba96dcf74a576_163)] [added: Matters](#i928b6266f3e7447d9752f6aca6ad9e53_154)] | | | [removed: [110](#i5165977d7f5246e4b29ba96dcf74a576_163)] [added: [102](#i928b6266f3e7447d9752f6aca6ad9e53_154)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5165977d7f5246e4b29ba96dcf74a576_166)] [added: Independence](#i928b6266f3e7447d9752f6aca6ad9e53_157)] | | | [removed: [110](#i5165977d7f5246e4b29ba96dcf74a576_166)] [added: [102](#i928b6266f3e7447d9752f6aca6ad9e53_157)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i5165977d7f5246e4b29ba96dcf74a576_169)] [added: Services](#i928b6266f3e7447d9752f6aca6ad9e53_160)] | | | [removed: [110](#i5165977d7f5246e4b29ba96dcf74a576_169)] [added: [102](#i928b6266f3e7447d9752f6aca6ad9e53_160)] | | |

| Item 15. | | | [Exhibits, Financial Statements [removed: Schedules](#i5165977d7f5246e4b29ba96dcf74a576_175)] [added: Schedules](#i928b6266f3e7447d9752f6aca6ad9e53_166)] | | | [removed: [111](#i5165977d7f5246e4b29ba96dcf74a576_175)] [added: [103](#i928b6266f3e7447d9752f6aca6ad9e53_166)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i5165977d7f5246e4b29ba96dcf74a576_178)] [added: Summary](#i928b6266f3e7447d9752f6aca6ad9e53_169)] | | | [removed: [118](#i5165977d7f5246e4b29ba96dcf74a576_178)] [added: [108](#i928b6266f3e7447d9752f6aca6ad9e53_169)] | | |

| | | | [Signatures](#i928b6266f3e7447d9752f6aca6ad9e53_172) | | | [109](#i928b6266f3e7447d9752f6aca6ad9e53_172) | | |

| | | | [Schedule II – Valuation and Qualifying Accounts](#i5165977d7f5246e4b29ba96dcf74a576_142) | | | [107](#i5165977d7f5246e4b29ba96dcf74a576_142) | | |

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

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

| MGM Grand Las [removed: Vegas(3)] [added: Vegas (5)] | | | | | | [removed: 102] [added: 6,731] | | | [added: | | | 144,000 | | | | | | 1,303 | | | | | | 97 | | |]

| New York-New [removed: York(4)(6)] [added: York] | | | | | | [removed: 23] [added: 2,024] | | | [added: | | | 81,000 | | | | | | 878 | | | | | | 54 | | |]

| Park [removed: MGM(4)] [added: MGM (7)] | | | | | | [removed: 21] [added: 2,898] | | | [added: | | | 67,000 | | | | | | 761 | | | | | | 64 | | |]

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

| MGM Grand Detroit (Detroit, [removed: Michigan)(4)(7)] [added: Michigan) (8)] | | | | | | [removed: 27] [added: 400] | | | [added: | | | 147,000 | | | | | | 2,692 | | | | | | 151 | | |]

| Beau Rivage (Biloxi, [removed: Mississippi)(4)(8)] [added: Mississippi)] | | | | | | [removed: 40] [added: 1,739] | | | [added: | | | 90,000 | | | | | | 1,455 | | | | | | 78 | | |]

| Gold Strike Tunica (Tunica, [removed: Mississippi)(4)] [added: Mississippi)] | | | | | | [removed: 24] [added: 1,109] | | | [added: | | | 59,000 | | | | | | 1,149 | | | | | | 61 | | |]

| MGM National Harbor (Prince George's County, [removed: Maryland)(4)(9)] [added: Maryland) (9)] | | | | | | [removed: 23] [added: 308] | | | [added: | | | 154,000 | | | | | | 2,086 | | | | | | 157 | | |]

| Borgata (Atlantic City, New [removed: Jersey)(4)(10)] [added: Jersey)] | | | | | | [removed: 46] [added: 2,767] | | | [added: | | | 218,000 | | | | | | 2,493 | | | | | | 163 | | |]

| MGM Springfield (Springfield, [removed: Massachusetts)(4)] [added: Massachusetts)(10)] | | | | | | [removed: 14] [added: 240] | | | [added: | | | 106,000 | | | | | | 1,469 | | | | | | 48 | | |]

| MGM Northfield Park (Northfield, [removed: Ohio)(4)] [added: Ohio)] | | | | | | [removed: 113] [added: —] | | | [added: | | | 74,000 | | | | | | 1,533 | | | | | | — | | |]

| Empire City (Yonkers, New [removed: York)(4)(11)] [added: York)] | | | | | | [removed: 97] [added: —] | | | [added: | | | 137,000 | | | | | | 4,562 | | | | | | — | | |]

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

We have provided certain information below about our resorts as of December 31, 2022.

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

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

| Name and Location | | | | | | Number of Guestrooms and Suites | | | | | | Approximate Casino Square Footage(1) | | | | | | Slots (2) | | | | | | Gaming Tables (3) | | |

| Aria(4) | | | | | | 5,497 | | | | | | 145,000 | | | | | | 1,246 | | | | | | 141 | | |

| Bellagio | | | | | | 3,933 | | | | | | 157,000 | | | | | | 1,284 | | | | | | 151 | | |

| The Cosmopolitan | | | | | | 3,082 | | | | | | 112,000 | | | | | | 1,300 | | | | | | 110 | | |

| Mandalay Bay (6) | | | | | | 4,750 | | | | | | 154,000 | | | | | | 1,009 | | | | | | 69 | | |

| Luxor | | | | | | 4,397 | | | | | | 104,000 | | | | | | 805 | | | | | | 48 | | |

| Excalibur | | | | | | 3,981 | | | | | | 96,000 | | | | | | 909 | | | | | | 42 | | |

| Subtotal | | | | | | 37,293 | | | | | | 1,060,000 | | | | | | 9,495 | | | | | | 776 | | |

| Subtotal | | | | | | 6,563 | | | | | | 985,000 | | | | | | 17,439 | | | | | | 658 | | |

| MGM Macau – 55.95% owned (Macau S.A.R.) | | | | | | 585 | | | | | | 251,000 | | | | | | 926 | | | | | | 294 | | |

| MGM Cotai – 55.95% owned (Macau S.A.R.) | | | | | | 1,418 | | | | | | 264,000 | | | | | | 934 | | | | | | 258 | | |

| Subtotal | | | | | | 2,003 | | | | | | 515,000 | | | | | | 1,860 | | | | | | 552 | | |

| Grand total | | | | | | 45,859 | | | | | | 2,560,000 | | | | | | 28,794 | | | | | | 1,986 | | |

(1)Casino square footage is approximate and includes the gaming floor, race and sports, high limit areas and casino specific walkways, and excludes casino cage and other non-gaming space within the casino area, such as lounges.

(2)Includes slot machines, video poker machines and other electronic gaming devices in service.

(3)Includes blackjack (“21”), baccarat, craps, roulette and other table games in service; does not include poker.

(4)Includes 1,495 condominium-hotel units at Vdara, which are predominantly utilized as company-owned hotel rooms.

(5)Includes 1,728 rooms at The Signature at MGM Grand Las Vegas.

(6)Includes 1,117 rooms at the Delano and 424 rooms at the Four Seasons Hotel.

(7)Includes 293 rooms at NoMad Las Vegas.

(8)Our local investors have an ownership interest of approximately 3% of MGM Grand Detroit.

(9)Our local investors have a non-voting economic interest in MGM National Harbor.

Refer to Note 2 in the accompanying consolidated financial statements for further description of such interest.

(10)Our local investor has a non-voting economic interest in MGM Springfield.

The location and general characteristics of our properties are provided in Part I, Item 1.

Business.

As detailed in the aforementioned section, the majority of our facilities are subject to leases of the underlying real estate assets, which among other things, includes the land underlying the facility and the buildings used in the operations.

The following table lists certain of our principal land and leasehold holdings as of December 31, 2021.

| | | | | | | | | |

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

| | | | | | | Approximate | | |

| Name and Location | | | | | | Acres | | |

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

| Bellagio(2) | | | | | | 75 | | |

| Mandalay Bay(3) | | | | | | 124 | | |

| The Mirage(4) | | | | | | 77 | | |

| Luxor(4)(5) | | | | | | 73 | | |

| Excalibur(4) | | | | | | 51 | | |

| MGM Macau(12) | | | | | | 10 | | |

| MGM Cotai(12) | | | | | | 18 | | |

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

(2)Subject to a lease agreement between a subsidiary of ours and Bellagio BREIT Venture.

(3)Subject to a master lease agreement between a subsidiary of ours and MGP BREIT Venture.

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

(5)58 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership.

We own an additional 15 acres of land located across the Las Vegas Strip from Luxor.

(6)Includes 3 acres of land related to The Park entertainment district development located between Park MGM and New York-New York.

(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.

(12)Subject to separate land concession agreements with the Macau government.

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

These borrowings are non-recourse to us.

Other than as described above, none of our properties are subject to any major encumbrance.

There were approximately [removed: 3,294] [added: 3,143] record holders of our common stock as of February [removed: 23, 2022.][added: 22, 2023.]

[removed: The Company] [added: We] implemented a dividend program in February 2017 pursuant to which it has paid regular quarterly dividends.

In the second quarter of [removed: 2020 the Company] [added: 2020, we] reduced [removed: its] [added: our] annual dividend to $0.01 per share in light of the impact of the COVID-19 pandemic on [removed: its] [added: our] operations at that time.

[removed: The Company has] [added: We] maintained an annual dividend of $0.01 per share throughout [removed: 2021.][added: 2022.]

[removed: The] [added: To the extent we determine to reinstate the dividend in the future, the] amount, declaration and payment of any future dividends will be subject to the discretion of our Board of Directors who will evaluate our dividend policy from time to time based on factors it deems relevant, and the contractual limitations described below.

The following table provides information about share repurchases [removed: made by the Company] of [removed: its] [added: our] common stock during the quarter ended December 31, [removed: 2021:][added: 2022:]

Under the stock repurchase [removed: program, the Company] [added: plans, we] 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 [removed: the Company] [added: we] might otherwise be precluded from doing so under insider trading laws.

All shares [added: we] repurchased [removed: by the Company] during the quarter ended December 31, [removed: 2021] [added: 2022] were purchased pursuant to [removed: the Company’s] [added: our] publicly announced stock repurchase [removed: programs] [added: plans] and have been retired.

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: 2016] [added: 2017] to December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

On February 8, 2023, we announced that the Board of Directors has determined to suspend the ongoing dividends in light of our current preferred method of returning value to shareholders through our share repurchase plan.

| October 1, 2022 — October 31, 2022 | | | 5,727,219 | | | | | | $ | 31.74 | | | | | 5,727,219 | | | | | | $ | 645,485 | |

| November 1, 2022 — November 30, 2022 | | | 1,259,233 | | | | | | $ | 33.65 | | | | | 1,259,233 | | | | | | $ | 603,108 | |

| December 1, 2022 — December 31, 2022 | | | 3,700,000 | | | | | | $ | 34.61 | | | | | 3,700,000 | | | | | | $ | 475,049 | |

In March 2022, we announced that the Board of Directors authorized a $2.0 billion stock repurchase plan and in February 2023, we announced that the Board of Directors had authorized a $2.0 billion stock repurchase plan.

| | | | 12/17 | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | |

| MGM Resorts International | | | 100.00 | | | 73.85 | | | 103.16 | | | 98.55 | | | 140.40 | | | 104.93 | | |

| Dow Jones US Total Return | | | 100.00 | | | 95.03 | | | 124.62 | | | 150.05 | | | 189.81 | | | 152.98 | | |

| S&P 500 | | | 100.00 | | | 95.62 | | | 125.72 | | | 148.85 | | | 191.58 | | | 156.89 | | |

| Dow Jones US Gambling | | | 100.00 | | | 69.38 | | | 102.38 | | | 91.80 | | | 80.03 | | | 59.67 | | |

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 stock.

Furthermore, our senior credit facility contains financial covenants and restrictive covenants that could restrict our ability to pay dividends, subject to certain exceptions.

In addition, the Operating Partnership and MGM China credit facilities each contain limitations on the ability of the applicable subsidiary under each credit agreement to pay dividends to us.

There can be no assurance that we will continue to pay dividends in the future.

| 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.

| | | | 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 | | |

| [removed: [Report](#i5165977d7f5246e4b29ba96dcf74a576_49)[s](#i5165977d7f5246e4b29ba96dcf74a576_49) [of] [added: [Reports of] Independent Registered Public Accounting [removed: Firm](#i5165977d7f5246e4b29ba96dcf74a576_49)] [added: Firm](#i928b6266f3e7447d9752f6aca6ad9e53_49)] (PCAOB ID: 34) | | | | | | [removed: [59](#i5165977d7f5246e4b29ba96dcf74a576_49)] [added: [53](#i928b6266f3e7447d9752f6aca6ad9e53_49)] | | |

| [Consolidated Balance Sheets — December 31, [removed: 202](#i5165977d7f5246e4b29ba96dcf74a576_58)[1](#i5165977d7f5246e4b29ba96dcf74a576_58) [and 20](#i5165977d7f5246e4b29ba96dcf74a576_58)[20](#i5165977d7f5246e4b29ba96dcf74a576_58)] [added: 2022 and 2021](#i928b6266f3e7447d9752f6aca6ad9e53_58)] | | | | | | [removed: [62](#i5165977d7f5246e4b29ba96dcf74a576_58)] [added: [57](#i928b6266f3e7447d9752f6aca6ad9e53_58)] | | |

| Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | | | | |

| [Consolidated Statements of [removed: Operations](#i5165977d7f5246e4b29ba96dcf74a576_61)] [added: Operations](#i928b6266f3e7447d9752f6aca6ad9e53_61)] | | | | | | [removed: [63](#i5165977d7f5246e4b29ba96dcf74a576_61)] [added: [58](#i928b6266f3e7447d9752f6aca6ad9e53_61)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i5165977d7f5246e4b29ba96dcf74a576_64)] [added: (Loss)](#i928b6266f3e7447d9752f6aca6ad9e53_64)] | | | | | | [removed: [64](#i5165977d7f5246e4b29ba96dcf74a576_64)] [added: [59](#i928b6266f3e7447d9752f6aca6ad9e53_64)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5165977d7f5246e4b29ba96dcf74a576_67)] [added: Flows](#i928b6266f3e7447d9752f6aca6ad9e53_67)] | | | | | | [removed: [65](#i5165977d7f5246e4b29ba96dcf74a576_67)] [added: [60](#i928b6266f3e7447d9752f6aca6ad9e53_67)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i5165977d7f5246e4b29ba96dcf74a576_70)] [added: Equity](#i928b6266f3e7447d9752f6aca6ad9e53_70)] | | | | | | [removed: [66](#i5165977d7f5246e4b29ba96dcf74a576_70)] [added: [61](#i928b6266f3e7447d9752f6aca6ad9e53_70)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i5165977d7f5246e4b29ba96dcf74a576_73)] [added: Statements](#i928b6266f3e7447d9752f6aca6ad9e53_73)] | | | | | | [removed: [67](#i5165977d7f5246e4b29ba96dcf74a576_73)] [added: [62](#i928b6266f3e7447d9752f6aca6ad9e53_73)] | | |

[removed: All other financial] [added: Financial] statement schedules have been omitted because they are not applicable, or the required information is included in the consolidated financial statements or the notes thereto.

We have audited the internal control over financial reporting of MGM Resorts International and subsidiaries (the “Company”) as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements [removed: and financial statement schedule] as of and for the year ended December 31, [removed: 2021,] [added: 2022,] of the Company and our report dated February [removed: 25, 2022,] [added: 24, 2023,] expressed an unqualified opinion on those financial statements.

We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes [removed: and the financial statement schedule of Valuation and Qualifying Accounts included in Item 15(a)(2),] (collectively referred to as the [removed: "financial statements").][added: “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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 25, 2022,] [added: 24, 2023,] expressed an unqualified opinion on the Company's internal control over financial reporting.

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

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

[removed: Acquisition and Goodwill and Other Intangible Assets Valuation] [added: The Cosmopolitan] of [removed: CityCenter] [added: Las Vegas acquisition] — Refer to Notes 1 and 4 to the financial statements

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

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

Goodwill [added: of $1.3 billion] was recognized as the excess of the cash consideration [removed: 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 [added: and customer lists] required management to make significant estimates and assumptions around expected cash flows and projected financial results, including forecasted revenues [removed: (collectively the “forecast”), as][added: and]

[added: expenses (collectively the “forecast”), as] well as the selection of discount rates.

Changes to these assumptions and estimates could have a significant impact on the fair value of the [removed: trademarks] [added: trademarks, the customer list,] and the recognition of goodwill.

- We tested the effectiveness of controls over determining the fair value of the [removed: tradename,] [added: tradename and customer list,] including those over management’s forecast and the selection of discount rates.

| | | | | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 4,703,059] [added: 5,911,893] | | | | | $ | [removed: 5,101,637] [added: 4,703,059] | |

| Restricted cash | | | | | | [removed: 500,000] [added: —] | | | | | | [removed: —] [added: 500,000] | | |

| Accounts receivable, net | | | | | | [removed: 583,915] [added: 852,149] | | | | | | [removed: 316,502] [added: 583,915] | | |

| Inventories | | | | | | [removed: 96,374] [added: 126,065] | | | | | | [removed: 88,323] [added: 96,374] | | |

| Income tax receivable | | | | | | [removed: 273,862] [added: 73,016] | | | | | | [removed: 243,415] [added: 273,862] | | |

| Prepaid expenses and other | | | | | | [removed: 258,972] [added: 583,132] | | | | | | [removed: 200,782] [added: 258,972] | | |

| Total current assets | | | | | | [removed: 6,416,182] [added: 8,154,692] | | | | | | [removed: 5,950,659] [added: 6,416,182] | | |

| Property and equipment, net | | | | | | [removed: 14,435,493] [added: 5,223,928] | | | | | | [removed: 14,632,091] [added: 14,435,493] | | |

| Investments in and advances to unconsolidated affiliates | | | | | | [removed: 967,044] [added: 173,039] | | | | | | [removed: 1,447,043] [added: 967,044] | | |

| [removed: Goodwill] | | | | | | [removed: 3,480,997] [added: $] | [added: 2,091,278] | | | | | [removed: 2,091,278] [added: $] | [added: 1,397,338] | | [added: | | | $ | — | | | | | $ | (7,619) | | | | | $ | 3,480,997 | |]

| Other intangible assets, net | | | | | | [removed: 3,616,385] [added: 1,551,252] | | | | | | [removed: 3,643,748] [added: 3,616,385] | | |

| Operating lease right-of-use assets, net | | | | | | [removed: 11,492,805] [added: 24,530,929] | | | | | | [removed: 8,286,694] [added: 11,492,805] | | |

| Other long-term assets, net | | | | | | [removed: 490,210] [added: 1,029,054] | | | | | | [removed: 443,421] [added: 490,210] | | |

As described in *Management’s Annual Report on Internal Control Over Financial Reporting*, management excluded from its assessment the internal control over financial reporting at The Cosmopolitan of Las Vegas (“The Cosmopolitan”), which was acquired on May 17, 2022, and whose financial statements constitute approximately 11% of total assets and approximately 6% of total revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2022.

Accordingly, our audit did not include the internal control over financial reporting at The Cosmopolitan.

February 24, 2023

Critical Audit Matters

On May 17, 2022, the Company acquired 100% of the equity interests in the entities that own the operations of The Cosmopolitan of Las Vegas for cash consideration of $1.625 billion plus working capital adjustments for a total purchase price of approximately $1.7 billion.

The estimated fair values of the identified intangible assets were determined using methodologies under the income approach based on significant inputs that were not observable.

The intangible assets include $130 million of trademarks, which is an indefinite-lived intangible asset, and $95 million of customer lists, which is amortized over its estimated useful life of seven years.

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

*Critical Audit Matter Description*

Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A., a gaming subconcession was acquired by MGM Grand Paradise for the right to operate games of chance and other casino games.

On June 23, 2022, MGM Grand Paradise entered into an addendum to its subconcession pursuant to which its gaming subconcession was extended to December 31, 2022.

Further, a new gaming law was approved by the Macau Legislative Assembly on June 21, 2022.

The enactment of the new Macau gaming law in June 2022 provides for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also includes material changes to the rights and obligations provided for under the new gaming concessions.

As a result, the Company determined that the MGM Grand Paradise gaming subconcession and new gaming concession are two separate units of account.

Additionally, in June 2022, the Company reassessed the useful life of the gaming subconcession intangible asset and determined that, given the new gaming law and the resulting changes described above, the useful life would no longer be based on the initial term of the MGM Cotai land concession, which ends in January 2038, and that the useful life should be revised to align with the cessation of the subconcession rights, which ended on December 31, 2022.

Accordingly, amortization of the MGM Grand Paradise gaming subconcession was recognized on a straight-line basis over its reduced useful life.

The gaming subconcession was fully amortized as of December 31, 2022.

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

Therefore, auditing this matter, involved a higher degree of auditor judgment and subjectivity, including the involvement of specialists.

*How the Critical Audit Matter Was Addressed in the Audit*

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

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

- We inspected the new gaming law which was approved in June 2022 and the underlying agreements related to the subconcession and subsequent extensions.

With the assistance of technical accounting specialists, we evaluated the reasonableness of management’s application of the accounting guidance in ASC 350-30 and the judgments used by management to determine the unit of account and the revision of the useful life of the MGM Grand Paradise gaming subconcession intangible asset.

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

February 24, 2023

| | | | | | | 2022 | | | | | | 2021 | | |

| Assets held for sale | | | | | | 608,437 | | | | | | — | | |

| | | | | | | $ | 45,692,206 | | | | | $ | 40,899,116 | |

| Accounts and construction payable | | | | | | $ | 369,817 | | | | | $ | 286,196 | |

| Liabilities related to assets held for sale | | | | | | 539,828 | | | | | | — | | |

| | | | | | | $ | 45,692,206 | | | | | $ | 40,899,116 | |

| Reimbursed costs | | | | | | 45,693 | | | | | | 226,083 | | | | | | 244,949 | | |

| Proceeds from sale of operating resorts | | | | | | 1,054,313 | | | | | | — | | | | | | — | | |

| Investments and other | | | | | | (523,361) | | | | | | 46,110 | | | | | | 873 | | |

| Repayment of long-term debt | | | | | | (1,070,340) | | | | | | — | | | | | | (846,815) | | |

| Change in cash and cash equivalents classified as assets held for sale | | | | | | (25,938) | | | | | | — | | | | | | — | | |

| MGM Grand Las Vegas and Mandalay Bay transaction | | | | | | — | | | | | | — | | | | | | (6,503) | | | | | | — | | | | | | (59) | | | | | | (6,562) | | | | | | 8,287 | | | | | | 1,725 | | |

| Net income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,473,093 | | | | | | — | | | | | | 1,473,093 | | | | | | (1,275,865) | | | | | | 197,228 | | |

| Currency translation adjustment | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,268 | | | | | | 34,268 | | | | | | (6,932) | | | | | | 27,336 | | |

| | | | | | | | | |

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

Financial Statement Schedule:

| [Schedule II — Valuation and Qualifying Accounts](#i5165977d7f5246e4b29ba96dcf74a576_142) | | | | | | [107](#i5165977d7f5246e4b29ba96dcf74a576_142) | | |

The financial information included in the financial statement schedule should be read in conjunction with the consolidated financial statements.

February 25, 2022

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

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

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

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

| | | | | | | December 31, | | | | | | | | |

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

| Accounts payable | | | | | | $ | 263,097 | | | | | $ | 142,523 | |

| Construction payable | | | | | | 23,099 | | | | | | 30,149 | | |

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

| Proceeds from sale of Circus Circus Las Vegas and adjacent land | | | | | | — | | | | | | — | | | | | | 652,333 | | |

| Other | | | | | | 46,110 | | | | | | 873 | | | | | | (31,112) | | |

| Retirement of senior notes | | | | | | — | | | | | | (846,815) | | | | | | (3,764,167) | | |

| Note receivable related to sale of Circus Circus Las Vegas and adjacent land | | | | | | $ | — | | | | | $ | — | | | | | $ | 133,689 | |

| Balances, January 1, 2019 | | | | | | 527,480 | | | | | | $ | 5,275 | | | | | $ | 4,092,085 | | | | | $ | 2,423,479 | | | | | $ | (8,556) | | | | | $ | 6,512,283 | | | | | $ | 3,957,508 | | | | | $ | 10,469,791 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,049,146 | | | | | | — | | | | | | 2,049,146 | | | | | | 156,141 | | | | | | 2,205,287 | | |

| Currency translation adjustment | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,125 | | | | | | 16,125 | | | | | | 12,745 | | | | | | 28,870 | | |

| Cash flow hedges | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (19,973) | | | | | | (19,973) | | | | | | (9,532) | | | | | | (29,505) | | |

| Stock-based compensation | | | | | | — | | | | | | — | | | | | | 83,897 | | | | | | — | | | | | | — | | | | | | 83,897 | | | | | | 4,941 | | | | | | 88,838 | | |

| MGP dividend payable to Class A shareholders | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (53,489) | | | | | | (53,489) | | |

| Repurchases of common stock | | | | | | (35,854) | | | | | | (358) | | | | | | (1,031,176) | | | | | | — | | | | | | — | | | | | | (1,031,534) | | | | | | — | | | | | | (1,031,534) | | |

| Empire City acquisition | | | | | | 9,372 | | | | | | 94 | | | | | | 265,671 | | | | | | — | | | | | | — | | | | | | 265,765 | | | | | | — | | | | | | 265,765 | | |

| Empire City MGP transaction | | | | | | — | | | | | | — | | | | | | (18,913) | | | | | | — | | | | | | 195 | | | | | | (18,718) | | | | | | 23,745 | | | | | | 5,027 | | |

| MGP Class A share issuance | | | | | | — | | | | | | — | | | | | | 150,464 | | | | | | — | | | | | | 1,512 | | | | | | 151,976 | | | | | | 1,049,582 | | | | | | 1,201,558 | | |

| Park MGM Transaction | | | | | | — | | | | | | — | | | | | | (1,984) | | | | | | — | | | | | | 16 | | | | | | (1,968) | | | | | | 2,496 | | | | | | 528 | | |

| Northfield transaction | | | | | | — | | | | | | — | | | | | | 21,681 | | | | | | — | | | | | | (2) | | | | | | 21,679 | | | | | | (27,439) | | | | | | (5,760) | | |

| Other | | | | | | — | | | | | | — | | | | | | (3,473) | | | | | | — | | | | | | 481 | | | | | | (2,992) | | | | | | 772 | | | | | | (2,220) | | |

| MGP BREIT Venture Transaction | | | | | | — | | | | | | — | | | | | | (6,503) | | | | | | — | | | | | | (59) | | | | | | (6,562) | | | | | | 8,287 | | | | | | 1,725 | | |

Additionally, the Company operates The Park, a dining and entertainment district located between New York-New York and Park MGM, and the Company owns and operates Shadow Creek, an exclusive world-class golf course located approximately ten miles north of its Las Vegas Strip Resorts and Fallen Oak golf course in Saucier, Mississippi.

The Company owns MGP’s Class B share, which does not provide its holder any rights to profits or losses or any rights to receive distributions from operations of MGP or upon liquidation or winding up of MGP.

MGP’s Class A shareholders are entitled to one vote per share, while the Company, as the owner of the Class B share, holds a controlling interest in MGP as it is entitled to an amount of votes representing a majority of the total voting power of MGP’s shares so long as the Company and its controlled affiliates’ (excluding MGP) aggregate beneficial ownership of the combined economic interests in MGP and the Operating Partnership does not fall below 30%.

The general partner of the Operating Partnership is a wholly owned subsidiary of MGP.

The Operating Partnership units held by the Company are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the Fair Market Value of a Class A share (as defined in the Operating Partnership's partnership agreement).

The determination of settlement method is at the option of MGP’s independent conflicts committee.

The Company leases the real estate assets of Bellagio pursuant to a lease agreement between a subsidiary of the Company and a venture that is 5% owned by such subsidiary and 95% owned by a subsidiary of Blackstone Real Estate Income Trust, Inc. (“BREIT”, and such venture, the “Bellagio BREIT Venture”).

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: 2021] [added: 2022] to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and regulations and to provide that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

During the quarter ended December 31, [removed: 2021,] [added: 2022,] 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.

Based on its evaluation as of December 31, [removed: 2021,] [added: 2022,] management believes that the Company’s internal control over financial reporting is effective in achieving the objectives described above.

In making its evaluation of the Company’s internal controls over financial reporting as of December 31, 2022, management excluded The Cosmopolitan from its evaluation because it was acquired in the second quarter of 2022.

The

Cosmopolitan represented approximately 11% of the Company’s total assets at December 31, 2022 and approximately 6% of the Company’s total revenues for the year ended December 31, 2022.

[removed: We incorporate by reference the] [added: The] information [removed: appearing under “Information about our Executive Officers” in Item 1 of] [added: required by] this [removed: Form 10-K and under “Election of Directors” and “Corporate Governance”] [added: Item will be included] in our definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which we expect to file with the SEC within 120 days after December 31, [removed: 2021] [added: 2022] (the “Proxy [removed: Statement”).][added: Statement”), and is incorporated herein by reference.]

The information required by this Item will be included in the Proxy Statement, and is incorporated herein by reference.

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

The following table includes information about our equity compensation plans at December 31, [removed: 2021:][added: 2022:]

| Equity compensation plans approved by security holders (1) | | | | | | [removed: 6,539] [added: 6,345] | | | | | | $ | [removed: 24.33] [added: 26.21] | | | | | [removed: 20,080] [added: 16,397] | | |

| (1) | | | As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 4.0] [added: 4.3] million restricted stock units and [removed: 1.7] [added: 1.6] 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. | | |

The information required by this Item will be included in the Proxy Statement, and is incorporated herein by reference.

We incorporate by reference the information appearing under “Principal Stockholders” and “Election of Directors” in the Proxy Statement.

The information required by this Item will be included in the Proxy Statement, and is incorporated herein by reference.

We incorporate by reference the information appearing under “Transactions with Related Persons” and “Corporate Governance” in the Proxy Statement.

The information required by this Item will be included in the Proxy Statement, and is incorporated herein by reference.

We incorporate by reference the information appearing under “Ratification of Selection of Independent Registered Public Accounting Firm” in the Proxy Statement.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i5165977d7f5246e4b29ba96dcf74a576_49)] [added: Firm](#i928b6266f3e7447d9752f6aca6ad9e53_49)] | | | | | | [removed: [59](#i5165977d7f5246e4b29ba96dcf74a576_49)] [added: [53](#i928b6266f3e7447d9752f6aca6ad9e53_49)] | | |

| [Consolidated Balance Sheets — December 31, [removed: 2021] [added: 2022] and [removed: 2020](#i5165977d7f5246e4b29ba96dcf74a576_58)] [added: 2021](#i928b6266f3e7447d9752f6aca6ad9e53_58)] | | | | | | [removed: [62](#i5165977d7f5246e4b29ba96dcf74a576_58)] [added: [57](#i928b6266f3e7447d9752f6aca6ad9e53_58)] | | |

| Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | | | | | | |

| [Consolidated Statements of [removed: Operations](#i5165977d7f5246e4b29ba96dcf74a576_61)] [added: Operations](#i928b6266f3e7447d9752f6aca6ad9e53_61)] | | | | | | [removed: [63](#i5165977d7f5246e4b29ba96dcf74a576_61)] [added: [58](#i928b6266f3e7447d9752f6aca6ad9e53_61)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i5165977d7f5246e4b29ba96dcf74a576_64)] [added: (Loss)](#i928b6266f3e7447d9752f6aca6ad9e53_64)] | | | | | | [removed: [64](#i5165977d7f5246e4b29ba96dcf74a576_64)] [added: [59](#i928b6266f3e7447d9752f6aca6ad9e53_64)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5165977d7f5246e4b29ba96dcf74a576_67)] [added: Flows](#i928b6266f3e7447d9752f6aca6ad9e53_67)] | | | | | | [removed: [65](#i5165977d7f5246e4b29ba96dcf74a576_67)] [added: [60](#i928b6266f3e7447d9752f6aca6ad9e53_67)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i5165977d7f5246e4b29ba96dcf74a576_70)] [added: Equity](#i928b6266f3e7447d9752f6aca6ad9e53_70)] | | | | | | [removed: [66](#i5165977d7f5246e4b29ba96dcf74a576_70)] [added: [61](#i928b6266f3e7447d9752f6aca6ad9e53_70)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i5165977d7f5246e4b29ba96dcf74a576_73)] [added: Statements](#i928b6266f3e7447d9752f6aca6ad9e53_73)] | | | | | | [removed: [67](#i5165977d7f5246e4b29ba96dcf74a576_73)] [added: [62](#i928b6266f3e7447d9752f6aca6ad9e53_73)] | | |

[removed: All other financial] [added: Financial] statement schedules have been omitted because they are not applicable, or the required information is included in the consolidated financial statements or the notes thereto.

| 2.4 | | | | | | [Purchase Agreement by and among BRE Spade Parent LLC, BRE Spade PropCo Holdings LLC, BRE Spade Mezz 1 LLC, BRE Spade Voteco LLC and MGM Resorts International, dated as of September 26, 2021 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K [removed: filed](https://www.sec.gov/Archives/edgar/data/789570/000119312521284622/d94072dex21.htm) [on] [added: filed on] September 28, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521284622/d94072dex21.htm) | | |

| 3.2 | | | | | | [Amended and Restated Bylaws of the Company, effective [removed: January 13, 2021] [added: October 7, 2022] (incorporated by reference to Exhibit [removed: 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] [added: 3.1 of the] Company’s Current Report on Form 8-K filed on [removed: January 15, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521010197/d53546dex31.htm)] [added: October 11, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000119312522260090/d351849dex31.htm)] | | |

| 4.1(4) | | | | | | [Indenture, [removed: dated March] [added: dated](https://www.sec.gov/Archives/edgar/data/789570/000110465912020213/a12-7106_7ex4d1.htm) [March] 22, 2012, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/789570/000110465912020213/a12-7106_7ex4d1.htm) [of](https://www.sec.gov/Archives/edgar/data/789570/000110465912020213/a12-7106_7ex4d1.htm) [the] [added: 4.1 of the] Company’s Current Report on Form 8-K filed on March 22, 2012).](https://www.sec.gov/Archives/edgar/data/789570/000110465912020213/a12-7106_7ex4d1.htm) | | |

| 4.1(5) | | | | | | [removed: [First] [added: [Fourth] Supplemental Indenture, dated [removed: March 22, 2012,] [added: November 25, 2014,] among the Company, the guarantors named therein and U.S. Bank National Association, as [removed: trustee with respect] [added: trustee,] to [removed: $1.0 billion aggregate principal amount] [added: the Indenture, dated as] of [removed: 7.75%] [added: March 22, 2012, among the Company and U.S. Bank National Association, as trustee, relating to the 6.000%] senior notes due [removed: 2022] [added: 2023] (incorporated by reference to Exhibit [removed: 4.2](https://www.sec.gov/Archives/edgar/data/789570/000110465912020213/a12-7106_7ex4d2.htm) [of](https://www.sec.gov/Archives/edgar/data/789570/000110465912020213/a12-7106_7ex4d2.htm) [the] [added: 4.1 of the] Company’s Current Report on Form 8-K filed on [removed: March 22, 2012).](https://www.sec.gov/Archives/edgar/data/789570/000110465912020213/a12-7106_7ex4d2.htm)] [added: November 25, 2014).](https://www.sec.gov/Archives/edgar/data/789570/000119312514425205/d825313dex41.htm)] | | |

| 4.1(6) | | | | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated [removed: November 25, 2014,] [added: August 19, 2016,] among [removed: the Company,] [added: MGM Resorts International,] the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among [removed: the Company] [added: MGM Resorts International] and U.S. Bank National Association, as trustee, relating to the [removed: 6.000%] [added: 4.625%] senior notes due [removed: 2023] [added: 2026] (incorporated by reference to Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/789570/000119312514425205/d825313dex41.htm) [of](https://www.sec.gov/Archives/edgar/data/789570/000119312514425205/d825313dex41.htm) [the] [added: 4.1 of the] Company’s Current Report on Form 8-K filed on [removed: November 25, 2014).](https://www.sec.gov/Archives/edgar/data/789570/000119312514425205/d825313dex41.htm)] [added: August 19, 2016).](https://www.sec.gov/Archives/edgar/data/789570/000119312516686496/d237038dex41.htm)] | | |

| 4.1(7) | | | | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated [removed: August 19, 2016,] [added: June 18, 2018,] among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the [removed: 4.625%] [added: 5.750%] senior notes due [removed: 2026] [added: 2025] (incorporated by reference to Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/789570/000119312516686496/d237038dex41.htm) [of](https://www.sec.gov/Archives/edgar/data/789570/000119312516686496/d237038dex41.htm) [the] [added: 4.1 of the] Company’s Current Report on Form 8-K filed on [removed: August 19, 2016).](https://www.sec.gov/Archives/edgar/data/789570/000119312516686496/d237038dex41.htm)] [added: June 18, 2018).](https://www.sec.gov/Archives/edgar/data/789570/000119312518195761/d206849dex41.htm)] | | |

| [removed: 4.1(8)] [added: 4.1(9)] | | | | | | [removed: [Sixth] [added: [Eighth] Supplemental Indenture, dated [removed: June 18, 2018,] [added: May 4, 2020,] among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the [removed: 5.750%] [added: 6.750%] senior notes due 2025 (incorporated by reference to Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/789570/000119312518195761/d206849dex41.htm) [of](https://www.sec.gov/Archives/edgar/data/789570/000119312518195761/d206849dex41.htm) [the] [added: 4.1 of the] Company’s Current Report on Form 8-K filed on [removed: June 18, 2018).](https://www.sec.gov/Archives/edgar/data/789570/000119312518195761/d206849dex41.htm)] [added: May 4, 2020).](http://www.sec.gov/Archives/edgar/data/789570/000119312520132417/d924955dex41.htm)] | | |

| [removed: 4.1(9)] [added: 4.1(8)] | | | | | | [Seventh Supplemental Indenture, dated April 10, 2019, among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the 5.500% senior notes due 2027 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on April 10, 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519102912/d883637dex41.htm) | | |

| 4.1(10) | | | | | | [removed: [Eighth] [added: [Ninth] Supplemental Indenture, dated [removed: May 4,] [added: October 13,] 2020, among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the [removed: 6.750%] [added: 4.750%] senior notes due [removed: 2025] [added: 2028] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K [removed: filed](http://www.sec.gov/Archives/edgar/data/789570/000119312520132417/d924955dex41.htm) [on May 4, 2020).](http://www.sec.gov/Archives/edgar/data/789570/000119312520132417/d924955dex41.htm)] [added: filed on October 13, 2020).](http://www.sec.gov/Archives/edgar/data/789570/000119312520268537/d205040dex41.htm)] | | |

| 4.1(11) | | | | | | [removed: [Ninth Supplemental Indenture, dated October 13, 2020, among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to] [added: [Indenture governing] the [removed: Indenture,] [added: 5.375% senior notes due 2024,] dated as of [removed: March 22, 2012, among] [added: May 16, 2019, between] MGM [removed: Resorts International] [added: China Holdings Limited] and U.S. Bank National Association, as [removed: trustee, relating to the 4.750% senior notes due 2028] [added: trustee] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K [removed: filed](http://www.sec.gov/Archives/edgar/data/789570/000119312520268537/d205040dex41.htm) [on October 13, 2020).](http://www.sec.gov/Archives/edgar/data/789570/000119312520268537/d205040dex41.htm)] [added: filed on May 16, 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519149526/d746400dex41.htm)] | | |

| [removed: 4.1(13)] [added: 4.1(12)] | | | | | | [removed: [Indenture,] [added: [Indenture governing the 5.875% senior notes due 2026,] dated as of [removed: April 20, 2016, among MGP Escrow Issuer, LLC and MGP Escrow Co-Issuer, Inc.] [added: May 16, 2019, between MGM China Holdings Limited] and U.S. Bank National Association, as [removed: Trustee] [added: trustee] (incorporated by reference to Exhibit [removed: 4.1](https://www.sec.gov/Archives/edgar/data/789570/000119312516549310/d177305dex41.htm) [of](https://www.sec.gov/Archives/edgar/data/789570/000119312516549310/d177305dex41.htm) [the] [added: 4.2 of the] Company’s Current Report on Form 8-K filed [removed: April 21, 2016).](https://www.sec.gov/Archives/edgar/data/789570/000119312516549310/d177305dex41.htm)] [added: on May 16, 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519149526/d746400dex42.htm)] | | |

| [removed: 4.1(20)] [added: 4.1(14)] | | | | | | [Indenture governing the [removed: 5.375%] [added: 4.75%] senior notes due [removed: 2024,] [added: 2027,] dated as of [removed: May 16, 2019,] [added: March 31, 2021,] between MGM China Holdings Limited and [removed: U.S. Bank National Association,] [added: Wilmington Savings Fund Society, FSB,] as trustee (incorporated by reference to Exhibit 4.1 of the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on [removed: May 16, 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519149526/d746400dex41.htm)] [added: March 31, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521102230/d120302dex41.htm)] | | |

| [removed: 4.1(21)] [added: 4.1(13)] | | | | | | [Indenture governing the [removed: 5.875%] [added: 5.25%] senior notes due [removed: 2026,] [added: 2025,] dated as of [removed: May 16, 2019,] [added: June 18. 2020,] between MGM China Holdings Limited and [removed: U.S. Bank National Association,] [added: Wilmington Savings Fund Society, FSB,] as trustee (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] of the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on [removed: May 16, 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519149526/d746400dex42.htm)] [added: June 22, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020030137/mgm-ex41_6.htm)] | | |

| [removed: 4.1(22)] [added: 10.3(10)] | | | | | | [removed: [Indenture, dated as of June 5, 2020,] [added: [Tax Protection Agreement, by and] among MGM [added: Resorts International, MGM] Growth Properties Operating Partnership [removed: LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto] [added: LP] and [removed: U.S. Bank National Association,] [added: MGP BREIT Venture 1 LLC, dated] as [removed: trustee] [added: of February 14, 2020] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.3] of the [added: Company's] Current Report on Form 8-K [removed: of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP] filed on [removed: June 5, 2020).](http://www.sec.gov/Archives/edgar/data/1656936/000119312520162252/d927045dex41.htm)] [added: February 18, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000119312520040601/d882756dex103.htm)] | | |

| 4.2 | | | | | | [Guarantee (Mandalay Resort Group 7.0% Senior Notes due 2036), dated as of April 25, 2005, by the Company and certain subsidiaries of the Company, in favor of The Bank of New York, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit [removed: 10.22](https://www.sec.gov/Archives/edgar/data/789570/000095015305002853/p71436exv10w10.txt) [of] [added: 10.22 of] the Company's Quarterly [removed: Rep](https://www.sec.gov/Archives/edgar/data/789570/000095015305002853/p71436exv10w10.txt)[ort] [added: Report] on Form [removed: 10](https://www.sec.gov/Archives/edgar/data/789570/000095015305002853/p71436exv10w10.txt)[\-Q](https://www.sec.gov/Archives/edgar/data/789570/000095015305002853/p71436exv10w10.txt) [](https://www.sec.gov/Archives/edgar/data/789570/000095015305002853/p71436exv10w10.txt)[filed] [added: 10-Q filed] on November 9, [removed: 2](https://www.sec.gov/Archives/edgar/data/789570/000095015305002853/p71436exv10w10.txt)[00](https://www.sec.gov/Archives/edgar/data/789570/000095015305002853/p71436exv10w10.txt)[5](https://www.sec.gov/Archives/edgar/data/789570/000095015305002853/p71436exv10w10.txt)[).](https://www.sec.gov/Archives/edgar/data/789570/000095015305002853/p71436exv10w10.txt)] [added: 2005).](https://www.sec.gov/Archives/edgar/data/789570/000095015305002853/p71436exv10w10.txt)] | | |

| [removed: 4.4] [added: 4.3] | | | | | | [Description of MGM Common Stock (incorporated by reference to Exhibit 4.4 of the Company's Annual Report on Form 10-K filed on [removed: February](https://www.sec.gov/Archives/edgar/data/789570/000156459021009205/mgm-ex44_10.htm) [26](https://www.sec.gov/Archives/edgar/data/789570/000156459021009205/mgm-ex44_10.htm)[,] [added: February 26,] 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021009205/mgm-ex44_10.htm) | | |

| 10.1(1) | | | | | | [Credit Agreement, dated as of [removed: April 25, 2016,] [added: November 24, 2021,] among [removed: MGM Growth Properties Operating Partnership LP,] the [removed: financial institutions referred to as Lenders therein and] [added: Company,] Bank of America, N.A., as [removed: Administrative Agent] [added: administrative agent, and certain lenders party thereto] (incorporated by reference to Exhibit [removed: 10.17] [added: 10.1] of the [added: Company’s] Current Report on Form 8-K [removed: of MGM Growth Properties LLC] filed on [removed: April 25, 2016).](http://www.sec.gov/Archives/edgar/data/1656936/000119312516554368/d178144dex1017.htm)] [added: November 26, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521341290/d260983dex101.htm)] | | |

| [removed: 10.1(7)] [added: 10.1(5)] | | | | | | [removed: [Credit] [added: [Revolving Credit Facility] Agreement, dated [removed: as of November 24, 2021,] [added: May 26, 2020 (the “2020 Revolving Credit Facility”), by and] among [removed: the Company, Bank of America, N.A., as administrative agent,] [added: MGM China Holdings Limited] and certain [removed: lenders] [added: Lenders] party thereto (incorporated by reference to Exhibit 10.1 of the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on [removed: November 26, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521341290/d260983dex101.htm)] [added: May 29, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000119312520155922/d893837dex101.htm)] | | |

| [removed: 10.1(8)] [added: 10.1(2)] | | | | | | [Revolving Credit Facility Agreement, dated August 12, 2019 (the “2019 Revolving Credit Facility”), by and among MGM China Holdings Limited and certain Arrangers and Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 13, 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519220072/d764268dex101.htm) | | |

| [removed: 10.1(9)] [added: 10.1(3)] | | | | | | [Amendment Letter to the 2019 Revolving Credit Facility Agreement, dated February 18, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020020518/mgm-ex101_132.htm) | | |

| [removed: 10.1(10)] [added: 10.1(4)] | | | | | | [Amendment Letter to the 2019 Revolving Credit Facility Agreement, dated April 9, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020035299/mgm-ex103_42.htm) | | |

| [removed: 10.1(11)] [added: 10.1(12)] | | | | | | [removed: [Revolving Credit Facility Agreement, dated May 26,] [added: [Amendment Letter to the] 2020 [removed: (the “2020] Revolving Credit [removed: Facility”),] [added: Facility, dated February 10, 2022,] by and among MGM China Holdings Limited and certain [added: Arrangers and] Lenders [removed: party] [added: Party] thereto (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] of the [removed: Company's Current] [added: Company’s Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on May [removed: 29, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000119312520155922/d893837dex101.htm)] [added: 2, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000017/exhibit102q12022.htm)] | | |

| [removed: 10.1(12)] [added: 10.1(6)] | | | | | | [Increase Confirmation to 2020 Revolving Credit Facility dated as of June 29, 2020 between the Increase Lender and the Facility Agent (incorporated by reference to Exhibit 10.1(13) of the Company’s Annual Report on Form 10-K filed on February 26, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021009205/mgm-ex10_202.htm) | | |

| [removed: 10.1(13)] [added: 10.1(7)] | | | | | | [Amendment Letter to the 2019 Revolving Credit Facility, dated October 5, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1(14) of the Company’s Annual Report on Form 10-K filed on February 26, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021009205/mgm-ex10_16.htm) | | |

| [removed: 10.1(14)] [added: 10.1(8)] | | | | | | [Amendment Letter to the 2020 Revolving Credit Facility, dated October 5, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1(15) of the Company’s Annual Report on Form 10-K filed on February 26, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021009205/mgm-ex10_7.htm) | | |

| [removed: 10.1(15)] [added: 10.1(9)] | | | | | | [Amendment Letter to the 2019 Revolving Credit Facility, dated February 24, 2021, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021022697/mgm-ex103_31.htm) | | |