MGM Resorts International (MGM) 10-K risk factor changes: FY2023 vs FY2022

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

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

- The failure to maintain the integrity of our [removed: computer systems] [added: information] and [added: other systems or] customer information [removed: could] [added: can] result in damage to our [removed: reputation and/or] [added: reputation,] subject us to fines, payment of damages, lawsuits and restrictions on our use of [removed: data.][added: data, and have a material adverse effect on our business, financial condition, and results of operations.]

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

[removed: - The] [added: See “—Risks Related to Our] Macau [added: 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 [removed: in 2032.][added: prior to its expiry.”]

Our substantial indebtedness and significant financial commitments, including [removed: the fixed component of] our rent payments and guarantees we provide of the indebtedness of [removed: Bellagio BREIT Venture] [added: the landlords of Bellagio, Mandalay Bay,] and [removed: VICI BREIT Venture] [added: MGM Grand Las Vegas] could adversely affect our operations and financial results and impact our ability to satisfy our obligations. As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $8.8] [added: $6.4] billion of principal amount of indebtedness outstanding on a consolidated basis, including [removed: $4.2] [added: $3.1] billion of outstanding indebtedness of MGM China.

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 [added: the landlords of] Bellagio [removed: BREIT Venture] and [removed: VICI BREIT Venture,] [added: Mandalay Bay and MGM Grand Las Vegas,] respectively.

[added: The terms of each guarantee provide that, after] the [added: 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.

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 [removed: level.][added: level, as further discussed in Note 12 to the accompanying consolidated financial statements.]

[removed: See “—Risks Related to Our Macau Operations—The] [added: The] Macau government can (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand [removed: Paradise, (ii)] [added: 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 [removed: in 2032.”][added: prior to its expiry. 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.]

For our owned, leased and managed [removed: resorts] [added: properties] to remain attractive and competitive, we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished.

[removed: 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, 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.

In addition, we have a significant amount of indebtedness maturing in [removed: 2023,] [added: 2025,] and thereafter.

These restrictions include, among other things, limitations on MGM China’s ability to [removed: pay dividends or distributions to us,] incur [removed: additional debt, make investments or engage in other businesses,] [added: liens,] merge or consolidate with other companies, or [removed: transfer or] [added: transfer,] sell [added: or dispose of all or substantially all of its] 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. We are required to make annual rent payments of [removed: $1.7] [added: $1.8] billion, in the aggregate, under [removed: the] [added: our] 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, each of the leases 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 6 months or 1 year of rent, as applicable to the circumstances, under the VICI [added: Properties, Inc. (“VICI”)] lease, 1 year of rent under the Mandalay Bay and MGM Grand Las Vegas lease, the Aria and Vdara lease, and The Cosmopolitan lease, and 2 years of rent under the Bellagio lease.

Also, the growth of retail gaming in areas outside Las Vegas has increased the competition faced by our operations in Las Vegas and [removed: elsewhere.][added: elsewhere, including growth in tribal gaming in states such as Florida.]

[removed: For instance,] [added: In addition, in the last several years] local referendums [removed: were recently passed] to allow retail gaming [added: have passed] in Virginia and Nebraska, with active lobbying occurring in [removed: additional states.][added: states like Texas and North Carolina among others.]

Similarly, as a result of Macau’s Gaming Inspection and Co-ordination Bureau [removed: increasing] [added: increased] scrutiny and restrictions imposed on gaming promoters, we along with certain other casino operators in Macau, suspended our primary gaming [added: promoters in late 2021 and subsequently terminated our contractual arrangements with such] promoters, which has led to substantial declines in revenues from gaming promoters.

As a result, [removed: we expect] competition for the mass market segment amongst Macau operators [removed: will] [added: has substantially increased and we expect it to continue to] grow and if we are unable to maintain and further develop our mass market business and replace revenue previously obtained through [removed: use of gaming promoters, our business, financial condition, results of operations and cash flows could be adversely affected.]

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

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

Any slowdown in economic growth or changes to China’s current restrictions on [removed: travel and] currency conversion or movements, including [removed: continued] market impacts [removed: from the COVID-19 outbreak and market impacts] resulting from China’s anti-corruption campaign and related tightening of liquidity provided by non-bank lending entities and cross-border currency monitoring (including increased restrictions on Union Pay withdrawals and other ATM limits on the withdrawal of patacas and facial recognition technology on ATM machines in Macau to strictly enforce the [removed: "know] [added: “know] your [removed: customer"] [added: customer”] regulations for mainland Chinese bank cardholders), could disrupt the number of visitors from mainland China and/or the amounts they are willing to spend at our properties.

We compete with a large number of casino [removed: resorts] [added: properties] for a limited number of employees and we anticipate that such [removed: competition will grow in light of] [added: competition, which significantly increased following] the [removed: opening] [added: easing] of [removed: new developments] [added: COVID-19 restrictions] in [added: early 2023, will continue in] Macau.

While we seek employees from outside of Macau to adequately staff our [removed: resorts,] [added: properties,] 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 increase.

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 [added: tenant, such as certain events of casualty and condemnation.]

Reductions in flights by major airlines as a result of higher fuel prices, lower demand, or otherwise, can impact the number of visitors to our [removed: resorts.][added: properties.]

[removed: While gaming debts evidenced by markers and judgments on gaming debts are enforceable under the current laws of] Nevada, and Nevada judgments on gaming debts are enforceable in all states under the Full Faith and Credit Clause of the U.S. Constitution, other jurisdictions may determine that enforcement of gaming debts is against public policy.

Furthermore, we expect that MGM [removed: China] [added: Grand Paradise] will be able to enforce its gaming debts only in a limited number of jurisdictions, including Macau.

To the extent MGM [removed: China] [added: Grand Paradise] gaming customers are from other jurisdictions, MGM [removed: China] [added: Grand Paradise] may not have access to a forum in which it will be able to collect all of its gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and MGM [removed: China] [added: Grand Paradise] may encounter forums that will refuse to enforce such debts.

Moreover, under applicable law, MGM [removed: China] [added: Grand Paradise] remains obligated to pay taxes on uncollectible winnings from customers.

For example, we share control of BetMGM with [added: our venture partner,] Entain [added: plc (“Entain”),] with all major operating, investing and financial activities requiring the consent of both members.

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

In addition, the regulatory approvals associated with our development projects may require us to open future casino [removed: resorts] [added: properties] by a certain specified time and to the extent we are unable to meet those deadlines, and any such deadlines are not extended, we may lose our regulatory approval to open a casino resort in a proposed jurisdiction, or incur payment penalties in connection with any delays which could have an adverse effect on our business, financial condition, results of operations and cash flows.

We also make significant capital expenditures to maintain and upgrade our [removed: resorts,] [added: properties,] which may disrupt operations and displace revenue at the properties, including revenue lost while rooms, restaurants and meeting spaces are under renovation and out of service.

In addition, certain casualty events, such as labor strikes, nuclear events, acts of war, loss of income due to cancellation of room reservations or conventions due to fear of terrorism or other acts of violence, loss of electrical power due to catastrophic [added: or other] events, rolling blackouts or otherwise, deterioration or corrosion, insect or animal damage, and pollution, may not be covered at all under our policies.

Any failure to protect our [removed: trademarks] [added: intellectual property] could have a negative impact on the value of our brand names and adversely affect our business. The development of intellectual property is part of our overall business strategy, and we regard our intellectual property to be an important element of our success.

While our business as a whole is not substantially dependent on any one trademark or combination of several of our trademarks or other intellectual property, we seek to establish and maintain our proprietary rights in our business operations through the use of [removed: trademarks.][added: trade secrets, trademarks, domain names, copyright, and by seeking and enforcing legal protections under contract law and other laws and regulations related to the foregoing.]

Despite our efforts to protect our proprietary rights, parties may infringe our trademarks and [added: other intellectual property and] our rights may be invalidated or unenforceable.

The laws of some foreign countries [removed: do] [added: also may] not protect proprietary rights to as great an extent as the laws of the United States.

- 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

Similarly, development projects, including any potential future development of an integrated resort in Japan, strategic initiatives, including positioning BetMGM as a leader in online

use of gaming promoters, our business, financial condition, results of operations and cash flows could be adversely affected.

Finally, we are a parent company with limited business operations of our own.

We conduct most of our business operations through our direct and indirect subsidiaries.

Accordingly, we receive cash from royalties, dividends and distributions that are derived from the earnings and cash flow generated by our subsidiaries.

Our subsidiaries’ payments to us will be contingent upon their earnings and upon other business considerations, which may be impacted by various factors, including compliance with certain local statutes, the laws and regulations currently and in the future applicable to our subsidiaries and restrictions in connection with their contractual arrangements.

For instance, while currently there are no foreign exchange or capital control restrictions applicable to intercompany transactions between us and MGM China, we cannot assure you that this will continue to be the case in the future and that our ability to convert large amounts of Hong Kong dollars into U.S. dollars over a relatively short period will not be limited.

If, in the future, foreign exchange or capital control restrictions or other restrictions on MGM China’s ability to pay dividends were to be imposed and become applicable to us, such restrictions could potentially reduce or eliminate the amounts that we would be able to receive from MGM China, which may adversely affect our business, financial condition, results of operations, and cash flows.

In addition, any potential policy changes which may affect cross-border travel, similar to the previous travel restrictions during the COVID-19 pandemic, could have an adverse impact on visitation from mainland China.

While gaming debts evidenced by markers and judgments on gaming debts are enforceable under the current laws of

operate the same.

For example, while we have a policy of entering into agreements with (or imposing other restrictions on) our employees, independent contracts, and business partners addressing confidentiality, intellectual property assignment, and non-competition and non-solicitation issues, such agreements may not provide adequate protection or may be breached, or our proprietary information may otherwise become available to or be independently developed by our competitors.

Certain of our technology also contains software modules licensed to us by third-party authors under “open-source” licenses.

Use and distribution of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code.

In addition, the public availability of such software may make it easier for others to compromise our technology and, under certain open-source licenses, we could be required to release the source code of our proprietary software to the public.

This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages.

Third parties have alleged and may in the future allege that we are infringing, misappropriating, or otherwise violating their intellectual property rights.

Third parties may initiate litigation against us without warning or may send us letters or other communications that make allegations without initiating litigation.

We may elect not to respond to these letters or other communications if we believe they are without merit, or we may attempt to resolve these disputes out of court by negotiating a license, but in either case it is possible that such disputes will ultimately result in litigation.

Any such claims could interfere with our ability to use technology or intellectual property that is material to the operation of our business.

Such claims may be made by competitors seeking to obtain a competitive advantage or by other parties, such as entities that purchase intellectual property assets for the purpose of bringing infringement claims.

We also periodically employ individuals who were previously employed by our competitors or potential competitors, and we may therefore be subject to claims that such employees have used or disclosed the alleged trade secrets or other proprietary information of their former employers.

We may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others, or defend against claims of infringement or invalidity, including with respect to technology that we believe to be “open-source”.

If unsuccessful, such litigation could result in the loss of important intellectual property rights, require us to pay substantial damages, subject us to injunctions that prevent us from using certain intellectual property, require us to make admissions that affect our reputation in the marketplace, or require us to enter into license agreements that may not be available on favorable terms, re-engineer our technology or discontinue or delay the provision of our offerings.

Finally, even if we prevail in any litigation, the remedy may not be commercially meaningful or fully compensate us for the harm we suffer or the costs we incur.

Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

agreements.

Other jurisdictions including Canada and China have also amended or

This can occur notwithstanding the data security measures and disaster recovery plans that we have in place.

Further, our systems are not fully redundant and our disaster recovery planning cannot account for all possible scenarios that we may encounter.

A cybersecurity incident also could require that we expend significant additional resources on remediation, restoration, and enhancement of our information technology and other systems.

By way of example, in September 2023, we experienced a cybersecurity issue affecting certain of our systems, in which criminal actors obtained certain personal information of some of our customers (the “Cybersecurity Issue”).

Among other things, this issue resulted in system shutdowns that created operational disruptions at our domestic properties, adversely affected revenues, and is subjecting us to litigation, investigations, and potential regulatory penalties or other remedies.

For more information, see “Cybersecurity Issue” in Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as “Cybersecurity litigation, claims, and investigations” in Part II, Item 8, Note 12 to the accompanying consolidated financial statements.

reduce the number of customers who visit our facilities in such areas.

building codes, and marketing and advertising.

There has been increasing focus from international, national, and state regulators on reporting and reducing GHG emissions and other climate change-related topics, such as climate-related disclosure rules proposed by the SEC.

These regulations could impose stricter standards on operations and reporting which could be costly and difficult to implement.

profits and foreign source income.

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

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

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

tenant, such as certain events of casualty and condemnation.

Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others.

We cannot assure you that all of the steps we have taken to protect our trademarks in the United States and foreign countries will be adequate to prevent imitation of our trademarks by others.

The unauthorized use or reproduction of our trademarks could diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could adversely affect our business.

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

contributions) and/or modifications to retiree benefits.

Any violations of the anti-money

Furthermore, the COVID-19 pandemic has resulted in governments, public institutions and other organizations imposing or recommending restrictions on various activities or other actions to combat its spread.

See “—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.” In addition to the pandemic-related restrictions that resulted in the temporary closures of our properties during 2020, governmental or other COVID-19-related restrictions have been extended or reimposed from time-to-time and new restrictions may be imposed in the future.

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

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.

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.

As a result of the foregoing, we cannot predict the ultimate scope, duration and impact the COVID-19 pandemic will have on our results of operations, but it may continue to have a material impact on our business, financial condition, liquidity, results of operations (including revenues and profitability) and stock price.

Grand Paradise will be relying on a consultation and negotiation process with the Macau government.

[removed: This] [added: *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: 2022] [added: 2023] compared to December 31, [removed: 2021.][added: 2022.]

Discussion of our financial condition and results of operations as of and for the year ended December 31, [removed: 2021] [added: 2022] compared to December 31, [removed: 2020] [added: 2021] can be found in our Annual Report on Form [removed: 10-K for] [added: 10-K* *for] the fiscal year ended December 31, [removed: 2021,] [added: 2022,] filed with the Securities and Exchange Commission (“SEC”) on February [removed: 25, 2022.][added: 24, 2023.*]

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

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

The spread of COVID-19 and developments surrounding the global pandemic [removed: have] had a significant impact on our [removed: business, financial condition, results of operations and cash flows in 2020, 2021 and 2022 and may continue to impact our] business [removed: thereafter.][added: from 2020 through early 2023.]

[removed: Upon re-opening, the] properties [removed: continued to operate] [added: or portions thereof, as well as operations] without certain amenities and subject to certain occupancy limitations, with restrictions varying by jurisdiction.

[removed: As of December 31,] [added: In] 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.

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 [removed: result in place until] [added: result, and, on] February 6, [removed: 2023 when] [added: 2023,] all remaining COVID-19 travel restrictions were removed.

During the year ended December 31, [removed: 2022,] [added: 2023,] Las Vegas visitor volume increased [removed: 21%] [added: 5%] compared to [removed: the prior year period] [added: 2022] according to information published by the Las Vegas Convention and Visitors Authority.

The Las Vegas market has [removed: had] [added: experienced] the expansion of convention center, sporting, music, and entertainment events in the current year, which have [removed: significantly impacted visitation] positively [removed: among] [added: impacted] business and leisure travel.

During the year ended December 31, [removed: 2022,] [added: 2023,] Macau visitor arrivals [removed: decreased 26%] [added: increased 395%] compared to [removed: the prior year period] [added: 2022] according to statistics published by the Statistics and Census Service of the Macau Government, as [removed: the current year period] [added: 2022] was more negatively affected by travel and entry restrictions in Macau than in [removed: the prior year period.][added: 2023.]

See Note [removed: 1, Note 11, and Note 12 in] [added: 9 to] the accompanying consolidated financial statements for information regarding [removed: this transaction, lease agreement, and shortfall guarantee, respectively.][added: our debt agreements as of December 31, 2023.]

See Note [removed: 13] [added: 7] in the accompanying consolidated financial statements for [removed: information regarding this transaction, which eliminates in consolidation.][added: further discussion.]

[removed: See] [added: Refer to] Note [removed: 4 in] [added: 12 to] the accompanying consolidated financial statements for [removed: information] [added: further discussion] regarding [removed: this transaction.][added: our commitments and guarantees.]

See Note [removed: 11 in] [added: 17 to] the accompanying consolidated financial statements [added: and “Reportable Segment GAAP measure” below] for [removed: information regarding this lease.][added: additional information.]

[removed: In] [added: - On] April [added: 29,] 2022, [removed: we completed the] VICI [removed: Transaction] [added: acquired MGM Growth Properties LLC (“MGP”)] in a stock-for-stock [removed: transaction.][added: transaction (such transaction, the “VICI Transaction”).]

In connection with the [removed: transaction,] [added: exchange,] VICI OP redeemed the majority of our VICI OP [removed: units for cash consideration of $4.4 billion,] [added: units,] with us retaining an approximate 1% ownership interest in VICI OP.

MGP’s Class B share that was [removed: previously] held by us was cancelled.

Accordingly, we no longer hold a controlling interest in MGP and deconsolidated MGP upon the closing of the [removed: transactions.][added: transaction.]

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

[removed: In] [added: - On] May [added: 17,] 2022, we acquired the operations of The Cosmopolitan for cash consideration of $1.625 billion, plus working capital [removed: adjustments] [added: adjustments,] for a total purchase price of approximately $1.7 billion.

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

[added: -] 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.

[removed: In] [added: - On] September [added: 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.

See Note 4 [removed: in the accompanying consolidated financial statements] for discussion of this transaction.

[removed: In] [added: - On] December [added: 19,] 2022, we completed the sale of the operations of The Mirage to [added: an affiliate of Seminole] Hard Rock [added: Entertainment, Inc.] for cash consideration of $1.075 billion, [removed: subject to certain] [added: or $1.1 billion, net of] purchase price [removed: adjustments.][added: adjustments and transaction costs.]

Refer to Note 4 [removed: in the accompanying consolidated financial statements] for [added: further] discussion of this transaction.

[removed: In] [added: - On] February [added: 15,] 2023, we completed the sale of the operations of Gold Strike Tunica to CNE [added: Gaming Holdings, LLC, a subsidiary of Cherokee Nation Business,] for cash consideration of $450 million, [removed: subject to certain] [added: or $474 million, net of] purchase price [removed: adjustments.][added: adjustments and transaction costs.]

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

Our normal table games hold percentage at our Las Vegas Strip Resorts is in the range of 25.0% to 35.0% of table games drop for [removed: Baccarat] [added: baccarat] and 19.0% to 23.0% for [removed: non-Baccarat; however, reduced gaming volumes as a result of the COVID-19 pandemic could cause volatility in our hold percentages;] [added: non-baccarat;] and

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

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net revenues | | | | | | $ | [removed: 13,127,485] [added: 16,164,249] | | | | | $ | [removed: 9,680,140] [added: 13,127,485] | | | | | $ | [removed: 5,162,082] [added: 9,680,140] | |

| Operating income [removed: (loss)] | | | | | | [removed: 1,439,372] [added: 1,891,497] | | | | | | [removed: 2,278,699] [added: 1,439,372] | | | | | | [removed: (642,434)] [added: 2,278,699] | | |

| Net income [removed: (loss)] | | | | | | [removed: 206,731] [added: 1,314,924] | | | | | | [removed: 1,208,389] [added: 206,731] | | | | | | [removed: (1,319,907)] [added: 1,208,389] | | |

| Net income [removed: (loss)] attributable to MGM Resorts International | | | | | | [removed: 1,473,093] [added: 1,142,180] | | | | | | [removed: 1,254,370] [added: 1,473,093] | | | | | | [removed: (1,032,724)] [added: 1,254,370] | | |

[removed: As a result,] [added: Consolidated] net revenues [removed: at] [added: increased 23% in 2023 compared to 2022 due primarily to MGM China increasing 368% and] our Las Vegas Strip Resorts [removed: increased 77%,] [added: increasing 5%, partially offset by] Regional Operations [removed: increased 12%, and MGM China decreased 44%] [added: decreasing 4%,] compared to [removed: the prior year.][added: 2022, as discussed below.]

Depreciation and amortization expense [removed: increased $2.3 billion] [added: decreased] compared to [removed: the prior year period, due] [added: 2022] primarily [added: due] to [removed: an increase of] $2.5 billion [removed: in amortization expense] of [added: amortization in 2022 related to] the MGM Grand Paradise gaming [removed: concession as a result of the change] [added: subconcession, which became fully amortized] in [removed: its useful life.][added: 2022.]

| Casino | | | | | | $ | [removed: 2,104,096] [added: 2,127,612] | | | | | $ | [removed: 1,549,419] [added: 2,104,096] | | | | | $ | [removed: 728,254] [added: 1,549,419] | |

| Rooms | | | | | | [removed: 2,729,715] [added: 3,027,668] | | | | | | [removed: 1,402,712] [added: 2,729,715] | | | | | | [removed: 662,813] [added: 1,402,712] | | |

Overview

We lease the real estate assets of our domestic properties pursuant to triple-net lease agreements.

Our results are also affected by significant recent developments in our business, which principally consist of transactions we have executed in furtherance of our businesses strategy and the recovery from the COVID-19 pandemic, including the removal of COVID-19 travel restrictions in Macau and mainland China, as described in further detail below.

*Overview of strategic business developments*

- In July 2018, we and Entain formed BetMGM.

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

- On September 28, 2021, we announced that we and ORIX were selected by Osaka as the region’s integrated resort partner.

In December 2021, we and ORIX formed a venture, Osaka IR KK, through which we plan to develop the integrated resort.

On April 27, 2022, we, together with Osaka prefecture/city, Osaka IR KK, and ORIX, submitted an ADP to Japan’s central government.

On April 14, 2023, we announced that the Japanese government officially certified the ADP, and, in September 2023, Osaka IR KK signed an agreement with Osaka to implement the ADP.

MGP Class A shareholders received 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and we received 1.366 units of VICI Properties OP LLC (“VICI OP”) in exchange for each MGM Growth Properties Operating Partnership LP (“MGP OP”) unit held by us.

- In August 2023, LeoVegas completed the acquisition of the majority ownership of Push Gaming, a digital gaming developer.

*Cybersecurity Issue*

In September 2023, we identified a cybersecurity issue involving unauthorized access to certain of our U.S. systems by criminal actors.

Upon discovery of the Cybersecurity Issue, we shut down certain systems to mitigate risk to customer information, which resulted in operational disruptions at our domestic properties during the third quarter of 2023.

Based on our investigation, we believe that the unauthorized activity has been contained.

We determined that the criminal actors obtained, for some of our customers, personal information (including name, contact information (such as phone number, email address and postal address), gender, date of birth and driver’s license numbers).

For a limited number of customers, Social Security numbers and passport numbers were also obtained by the criminal actors.

The types of impacted information varied by individual.

At this time, we do not believe that customer passwords, bank account numbers or payment card information were obtained by the criminal actors.

In connection with the Cybersecurity Issue, we became subject to consumer class actions and state and federal regulatory inquiries to which we intend to respond to in due course.

However, we cannot predict the timing or outcome of any of these potential matters, or whether we may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions as a result.

The Cybersecurity Issue, together with the incident response efforts discussed above, resulted in some disruptions to our business operations primarily during the third quarter of 2023 and we also incurred expenses for technology consulting services, legal fees and other third-party advisors in connection with this issue during the second half of 2023, which were not material to our 2023 results.

We have incurred, and may continue to incur, certain expenses related to the Cybersecurity Issue, including expenses to respond to, remediate, and investigate this matter.

Although we have cybersecurity insurance that we expect will cover these expenses, the full scope of the costs and related impacts of this issue have not been determined.

The Cybersecurity Issue is not expected to have a material effect on our financial condition and results of operations.

Domestically, we had temporary closures, re-closures, and re-openings of our

In Macau, travel and entry restrictions, testing and quarantine requirements, as well as temporary closures and suspensions of gaming, hotel, restaurant, and retail operations, significantly impacted visitation to our Macau properties from 2020 through early 2023.

Consolidated operating income increased 31% in 2023 compared to 2022.

The increase was due primarily to the increase in net revenues, discussed above, a $2.7 billion decrease in depreciation and amortization expense, and a $399 million gain in the current year period related to the sale of the operations of Gold Strike Tunica recorded in property transactions, net, partially offset by a $2.3 billion gain related to the VICI Transaction and a $1.1 billion gain on the sale of the operations of The Mirage recorded in property transactions, net in 2022, as well as a current year increase in rent expense recorded within general and administrative expense primarily related to the VICI and The Cosmopolitan leases, which commenced in April 2022 and May 2022, respectively.

Las Vegas Strip Resorts net revenues for 2023 increased 5% compared to 2022 due primarily to a full year of net revenues related to The Cosmopolitan and an increase in non-gaming revenues as discussed below, partially offset by the disposition of The Mirage.

Las Vegas Strip Resorts casino revenue increased 1% in 2023 compared to 2022 primarily due to a full year of operating results from The Cosmopolitan, increases in volume partially due to the inaugural F1 race, and an increase in table games win percentage, partially offset by an increase in incentives and the disposition of The Mirage.

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Slot win % | | | | | | 9.3 | | % | | | | 9.3 | | % | | | | 9.4 | | % |

Las Vegas Strip Resorts rooms revenue increased 11% in 2023 compared to 2022 due primarily to a full year of operating results from The Cosmopolitan and an increase in RevPAR, partially due to the inaugural F1 race, partially offset by the disposition of The Mirage.

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

Las Vegas Strip Resorts entertainment, retail and other revenue decreased 6% in 2023 compared to 2022 due primarily to the disposition of The Mirage, partially offset by a full period of operating results from The Cosmopolitan and an increase in theater show revenues.

Regional Operations net revenues decreased 4% in 2023 compared to 2022 due primarily to the disposition of Gold Strike Tunica in February 2023.

Regional Operations casino revenue decreased 7% in 2023 compared to 2022 due primarily to the disposition of Gold Strike Tunica.

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

Description of our business and key performance indicators

We operate several of the finest casino resorts in the world and we continually reinvest in our resorts to maintain our competitive advantage.

Most of our revenue is cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards.

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

We 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.

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

Our results of operations are affected by decisions we make related to our capital allocation, our access to capital and our cost of capital.

While we continue to be focused on maintaining a strong balance sheet with adequate liquidity and returning capital to shareholders, we are also dedicated to capitalizing on strategic development or initiatives.

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

Throughout the second and third quarters of 2020, all of our properties that were temporarily closed re-opened to the public, with temporary re-closures and re-openings occurring for certain of our properties or portions thereof into the first quarter of 2021.

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

In Macau, following a temporary closure of our properties on February 5, 2020, operations resumed on February 20, 2020, subject to certain health safeguards, such as limiting the number of seats available at each table game, slot machine spacing, reduced operating hours at a number of restaurants and bars, temperature checks, and mask protection.

The issuance of tourist visas (including the individual visit scheme) for residents of Zhuhai, Guangdong Province and all other provinces in mainland China to travel to Macau resumed on August 12, 2020, August 26, 2020 and September 23, 2020, respectively, however several travel and entry restrictions in Macau, Hong Kong and mainland China remained in place (including the temporary suspension of ferry services between Hong Kong and Macau, the negative nucleic acid test result

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

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

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

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

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

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

*Other Developments*

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

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

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

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

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

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

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

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

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

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

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

As a result, the waiver terminated in accordance with its terms.

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

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

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

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

In October 2021, MGP acquired the real estate assets of MGM Springfield from us and MGM Springfield was added to the master lease with MGP.

[removed: Our primary exposure] [added: Interest rate risk. We are subject] to [removed: market risk is] interest rate risk associated with our variable rate long-term debt.

As of December 31, [removed: 2022,] [added: 2023,] variable rate borrowings represented approximately [removed: 17%] [added: 6%] of our total borrowings.

The following table provides additional information about [removed: the maturities of] our [removed: debt subject to changes in interest rates:][added: gross long-term debt:]

| | | | | | | Debt maturing in | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value December 31, [removed: 2022] [added: 2023] | | |

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Total | | | | | | | | |

| Fixed-rate | | | | | | $ | [removed: 1,250] [added: 750] | | | | | $ | [removed: 750] [added: 1,925] | | | | | $ | [removed: 1,925] [added: 1,150] | | | | | $ | [removed: 1,150] [added: 1,425] | | | | | $ | [removed: 1,425] [added: 750] | | | | | $ | [removed: 750] [added: 1] | | | | | $ | [removed: 7,250] [added: 6,001] | | | | | $ | [removed: 6,850] [added: 5,884] | |

| Average interest rate | | | | | | [removed: 6.0] [added: 5.4] | | % | | | | [removed: 5.4] [added: 6.0] | | % | | | | [removed: 6.0] [added: 5.4] | | % | | | | [removed: 5.4] [added: 5.1] | | % | | | | [removed: 5.1] [added: 4.8] | | % | | | | [removed: 4.8] [added: 7.0] | | % | | | | [removed: 5.5] [added: 5.4] | | % | | | | | | |

| Variable rate | | | | | | $ | [removed: 37] [added: —] | | | | | $ | [removed: 1,474] [added: —] | | | | | $ | [removed: —] [added: 371] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 1,511] [added: 371] | | | | | $ | [removed: 1,511] [added: 371] | |

| Average interest rate | | | | | | [removed: 8.0] [added: N/A] | | [removed: %] | | | | [removed: 6.9] [added: N/A] | | [removed: %] | | | | [removed: N/A] [added: 8.6] | | [added: %] | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | [removed: 7.0] [added: 8.6] | | % | | | | | | |

The [removed: possible changes] [added: Macau pataca is pegged] to the [removed: peg of] [added: Hong Kong dollar and] the Hong Kong dollar [added: is pegged to the U.S. dollar, however, the current peg rates] may [added: not remain at the same level and possible changes to the peg rates may] result in severe fluctuations in the exchange rate thereof.

As of December 31, [removed: 2022,] [added: 2023,] a 1% [removed: weakening of the Hong Kong dollar (the functional currency of MGM China) to] [added: adverse change in] the [removed: U.S. dollar] [added: exchange rate] would result in a foreign currency transaction loss of $28 million.

Our primary market exposures are to fluctuations in interest rates, foreign currency exchange rates, and equity market trading prices.

Foreign currency risk. Our worldwide operations are conducted in multiple foreign currencies, but we report our financial results in U.S. dollars.

We manage the foreign currency risk through normal operating activities and, when deemed appropriate, through the use of derivative instruments.

We do not enter into derivative instruments for trading or speculative purposes.

MGM China holds U.S. dollar denominated debt, which may cause foreign currency transaction losses.

We have U.S. dollar denominated intercompany debt that is held with foreign subsidiaries, which may cause foreign currency transaction losses that do not eliminate in consolidation.

As of December 31, 2023, a 1% adverse change in the exchange rate would result in a foreign currency transaction loss of $22 million.

We hold forward foreign exchange contracts to hedge certain portions of forecasted cash flows denominated in foreign currencies.

As of December 31, 2023, the notional amount of forward contracts was $528 million with a fair value of negative $7 million and a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of approximately $53 million.

Equity price risk. We have investments in equity securities of publicly traded companies that are subject to equity price volatility.

As of December 31, 2023, a 10% adverse change in the quoted market prices would result in an impact to earnings of $44 million.

In addition to the inherent risks associated with our normal operations, we are also exposed to additional market risks.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates.

We do not enter into derivative transactions that would be considered speculative positions.

In addition to the risk associated with our variable interest rate debt, we are also exposed to risks related to changes in foreign currency exchange rates, mainly related to MGM China and to our operations at MGM Macau and MGM Cotai.

We cannot assure you that the Hong Kong dollar will continue to be pegged to the U.S. dollar or the current peg rate for the Hong Kong dollar will remain at the same level.

For U.S. dollar denominated debt incurred by MGM China, fluctuations in the exchange rates of the Hong Kong dollar in relation to the U.S. dollar could have adverse effects on our financial position and results of operations.

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

We make significant investments in our [removed: resorts] [added: properties] through newly remodeled hotel rooms, restaurants, entertainment and nightlife offerings, as well as other new features and amenities.

Ensuring our [removed: resorts] [added: properties] are the premier resorts in their respective markets requires capital investments to maintain the best possible experiences for our guests.

As of December 31, [removed: 2022,] [added: 2023,] we operate [removed: 17] [added: 16] domestic casino [removed: resorts] [added: properties] 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 [removed: resorts] [added: properties] in Macau.

We also have global online gaming operations through our consolidated subsidiary [removed: LeoVegas AB] [added: LV Lion Holding Limited] (“LeoVegas”) and our unconsolidated 50% owned venture, BetMGM, LLC (“BetMGM”).

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

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

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

For additional information relating to our acquisitions, divestitures, venture transactions, and other [removed: arrangements, including those referred to above,] [added: arrangements made in furtherance of our business strategy,] see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the notes to our consolidated financial [removed: statements specified above.][added: statements.]

Risk Factors — Risks Related to [removed: Our] [added: our] Business, Industry, and Market [removed: Conditions.”][added: Conditions — We face significant competition with respect]

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

Our results of operations do not tend to be seasonal in nature as all of our casino [removed: resorts, except as otherwise described related to the impact of COVID-19,] [added: properties] 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 [removed: baccarat volumes, the 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.]

Other [removed: resort] amenities may be owned and operated by us, owned by us but managed by third parties for a fee, or leased to third parties.

As of December 31, [removed: 2022,] [added: 2023,] 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 its acquisition in September 2021), Bellagio, The Cosmopolitan [added: of Las Vegas (“The Cosmopolitan”)] (upon its acquisition in May 2022), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including Delano and Four Seasons), The Mirage (until its [added: disposition in December 2022), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).]

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

Although visitation during [removed: 2020, 2021,] [added: 2021] and 2022 was significantly reduced by the [removed: COVID-19] [added: novel 2019 coronavirus (“COVID-19”)] pandemic, [added: visitation during 2023 rebounded, and] we expect the long-term future growth of the Asian gaming market to drive additional visitation at MGM Macau and MGM Cotai.

[removed: Risk Factors — Risks Related] to [removed: our Business, Industry, and Market Conditions — We face significant competition with respect to] destination travel locations generally and with respect to our peers in the industries in which we compete, including increased competition through online sports betting and iGaming, and failure to compete effectively could materially adversely affect our business, financial condition, results of operations and cash flows.”

Our primary methods of [removed: successful competition] [added: successfully competing] include:

- Locating our [removed: resorts] [added: properties] in desirable leisure and business travel markets and operating at superior sites within those markets;

Outside Nevada, our [removed: resorts] [added: properties] primarily compete with other hotel casinos in their markets and for customers in surrounding regional gaming markets, where location is a critical factor to success.

We have focused our business on main floor gaming operations and, accordingly, VIP gaming operations were not a significant source of revenue in 2022 and [added: 2023 and] we do not expect VIP gaming operations [removed: to] [added: will] be a significant source of revenue in future years.

MGM Rewards, our customer loyalty program, is a tiered program and allows customers to qualify for benefits across our participating [removed: resorts] [added: properties] and in both gaming and non-gaming areas, encouraging customers to keep their total spend within our casino [removed: resorts.][added: properties.]

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, [added: and other MGM Resorts experiences.]

We also offer the Golden Lion Club for gaming focused customers, in addition to M [removed: life Rewards,] [added: life,] at MGM China.

The structured rewards systems based on member value and tier level ensure that customers can progressively access the full range of services that the [removed: resorts] [added: properties] provide.

- Gaming Entertainment. Innovate our gaming entertainment product to drive continued premium [removed: positioning] [added: offering] and competitive differentiation.

In allocating resources, our financial strategy is focused on [removed: managing a proper mix of investments in] [added: maintaining and enhancing] our existing properties, strategic growth [removed: opportunities,] [added: opportunities via mergers and acquisitions and development,] debt repayment and shareholder returns.

We believe there are reasonable investments for us to make in new initiatives and at our current [removed: resorts] [added: properties] that will provide profitable returns.

We regularly evaluate targeted opportunities that provide an attractive return on investment in domestic and international markets, including the ownership, management and operation of gaming [added: and non-gaming] facilities and accessing new markets for iGaming and online sports [removed: betting, including our acquisition of LeoVegas.][added: betting.]

We have continued to focus on our key growth opportunities of developing an integrated resort in Japan, investing in BetMGM, investing in international digital [removed: opportunities through our acquisition of LeoVegas,] [added: opportunities,] and exploring a full-scale commercial gaming opportunity in [removed: New York.]

As it relates to BetMGM, we believe that BetMGM is [removed: positioned] [added: well-positioned] as a long-term leader in [removed: the U.S.] online sports betting and [removed: iGaming industries.][added: iGaming.]

[added: We are focused on using these capabilities to achieve specific goals of creating ‘only at MGM’ differentiation through unique content and] experiences, establishing a perennial engagement with our guests for increased loyalty, digital diversification through enhanced e-commerce and seamless integration of the physical integrated resorts business with digital casino and sports betting businesses, creating cross-property experiences and promotions in Las Vegas to provide much better value to the consumer, enhancing our data driven decisioning capabilities in all aspects of our business for faster decision making, and optimizing our operations and employee productivity and experience through digitization.

Additionally, [removed: this year] we have deployed a [removed: new] loyalty technology platform that allows customers to earn points through gaming and non-gaming activities, and [removed: we have enabled bundling technology capabilities to sell packages customized to a customer segment.][added: increased mobile adoption with the digital check-in process.]

At MGM Resorts, [removed: we have had a long-standing] [added: our] commitment to environmental and social [removed: responsibility.][added: responsibility has been long-standing.]

For over a decade, we have had a dedicated board committee focused on Corporate Social Responsibility [removed: (“CSR”).][added: and Sustainability (“CSR&S”).]

This leader also oversees the Human Resources [removed: function,] [added: function] and is thus able to integrate [removed: Environmental, Social] [added: social impact] and [removed: Governance (“ESG”)] [added: sustainability] considerations more deeply into the core culture of our organization through proactive management of our human and social capital initiatives.

Throughout [removed: 2022,] [added: 2023,] we continued our progress on key [removed: ESG] [added: social impact and sustainability] initiatives and [removed: enhanced our] disclosures, supporting our commitment to [removed: MGM’s] [added: MGM Resorts’] Focused on What Matters platform and the UN Sustainable Development Goals.

This [removed: report adds to] [added: centralized collection of] our [removed: work to publish disclosures aligned] [added: key social impact and sustainability metrics including our corporate social impact and sustainability goals, metrics aligns] with [removed: the] Global Reporting Initiative [added: (“GRI”) standards,] and [added: metrics aligned with the] Sustainability Accounting Standards Board [added: (“SASB”)] Hotels & Lodging and Casinos & Gaming [removed: Sector Standards.][added: sector standards.]

We also have a 50% ownership interest in Osaka IR KK, an unconsolidated affiliate, which plans to develop an integrated resort in Osaka, Japan.

baccarat volumes, the 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.

New York.

In Japan, Osaka IR KK signed an agreement with Osaka Prefecture and Osaka City in September 2023 to implement an Area Development Plan (“ADP”) for the development of an integrated resort in Osaka, Japan.

We expanded our international digital presence in August 2023 when we launched the BetMGM brand in the UK, leveraging the technology of LeoVegas.

We seek to further expand the BetMGM and LeoVegas brands into other geographies over time.

Further, in connection with our vision to transform Empire City in New York into a full-scale commercial gaming facility, we are actively working on our response to the request for application that was issued in January 2023 for three downstate commercial gaming licenses.

Internationally, in the United Arab Emirates (“UAE”), we currently have a non-gaming management agreement with Wasl Hospitality to bring the Bellagio, Aria, and MGM Grand brands to Dubai.

With the UAE’s establishment of the General Commercial Gaming Regulatory Authority, tasked with creating a regulatory framework for commercial gaming in the UAE, we are encouraged by the potential opportunity for gaming expansion in Dubai.

We have also enabled digital commerce technology capabilities to sell customized packages to customers.

Social Impact & Sustainability

In 2019, we bolstered governance of these areas by uniting our key pillars of Diversity, Equity and Inclusion, Philanthropy and Community Engagement and Environmental Sustainability.

These pillars were brought together under one Executive Committee-level leader who manages the MGM Resorts Social Impact and Sustainability Center of Excellence.

Reporting directly to the Chief Executive Officer and President, this leader serves as liaison to the CSR&S Committee of the Board of Directors.

*Social Impact and Sustainability Reporting*

The Company’s Social Impact and Sustainability Task Force, which is composed of executives from across the Company, including representation from the Company’s Executive Committee, initiated an assessment that identified 15 priority topics, which have guided our social impact and sustainability reporting since 2020.

In 2023, we engaged external experts to assist with a more comprehensive assessment that focuses on both a topic’s impact on our Company, as well as our Company’s related impact on the world at large.

We expect to publish findings from this new assessment in 2024.

Our most recent Social Impact & Sustainability Report illustrated the Company’s progress towards our public goals.

In 2023, we released our second report aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”) and our first Consolidated Sustainability Factbook.

We expect to publish updated materials in 2024 detailing progress made in 2023.

We believe environmental stewardship is an important component of corporate leadership; as a Company, we strive to develop and operate our casino properties responsibly.

Our environmental sustainability team assesses and implements projects and processes aimed to improve our environmental footprint with a focus on climate and greenhouse gas (“GHG”) emissions, energy and water efficiency, material disposal and diversion, and stakeholder engagement.

*Climate Leadership*

We have undertaken a comprehensive set of actions to mitigate the potential impacts of material climate-related risks on business activities.

We believe our investments in energy efficiency and renewable energy help mitigate the potential financial impact of climate transition risks on our Company.

We also endeavor to mitigate the physical impacts of climate change on our Company, such as the coastal flooding management actions we have taken at a small number of our properties in areas that may be subject to sea-level rise and extreme weather events.

In 2023, the Science Based Target Initiative (“SBTi”), a leading organization for third party guidance and independent validation of climate targets, approved our climate targets as science-based and in line with the goals of the Paris Agreement.

Our combined Scope 1 & 2 target was validated as being in line with the 1.5 °C pathway, currently the organization’s most ambitious designation.

Further, in its second full year of operation, the MGM Resorts Mega Solar Array (“Mega Array”) continued to play a key role in meeting the following climate goals:

- 30% reduction in absolute Scope 3 GHG emissions from purchased goods and services, fuel-and energy-related activities, waste generated in operations, and employee commuting by 2030 (SBTi validated); and

In addition to the Mega Array, we plan to bring additional renewable energy options to our domestic properties in the future.

We believe in the importance of responsible water usage throughout our operations and supply chain.

Additionally, as a result of this white paper, MGM Resorts became the first gaming and Las Vegas-based company to endorse the CEO Water Mandate, a global coalition of major companies working to address global water challenges.

Throughout 2023, we refined our approach to water stewardship through the identification of five principles: Measurement, Efficiency, Quality, Culture and Citizenship.

We strive to be a global leader in water stewardship and envision a sustainable future in which we have a positive impact in Las Vegas and the other communities in which we operate.

In order to achieve this goal, we are focused on addressing water issues at the local level across our operations and supply chain, such as in Southern Nevada where consumptive water use reduction is a critical priority.

Responsible Gaming

MGM Resorts has woven responsible gaming and gambling education into the fabric of our world-class gaming experiences and premier guest service.

We offer a variety of resources throughout our properties, with the MGM Rewards Desk acting as the central hub for our innovative responsible gaming program, GameSense.

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.

*Business Developments*

- In July 2018, we and Entain plc (“Entain”) formed BetMGM.

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

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

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

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

- In November 2019, the venture that is 5% owned by a subsidiary of ours and 95% owned by a subsidiary of Blackstone Real Estate Investment Trust, Inc. (“BREIT”, such venture, the “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.

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

- In December 2019, we completed the sale of Circus Circus Las Vegas and adjacent land for $825 million.

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

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

- In connection with the 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 property.

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

As a result, the waiver terminated in accordance with its terms.

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

- On March 4, 2021, we delivered a notice of redemption to MGP covering approximately 37 million 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 MGP’s issuance of Class A shares.

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

- On September 27, 2021, we completed the acquisition of the remaining 50% ownership interest in CityCenter Holdings, LLC (“CityCenter”) for cash consideration of $2.125 billion.

Refer to Note 4 for additional information on this acquisition.

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

Refer to Note 11 for discussion of the lease agreement.

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

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

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.

- 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 master lease with MGP.

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

- On April 29, 2022, we completed a series of transactions with VICI Properties, Inc. (“VICI”) and MGP whereby VICI acquired MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”).

MGP Class A shareholders received 1.366 shares of newly issued VICI stock in exchange for each MGP Class A share outstanding and we received 1.366 units of VICI Properties OP LLC (“VICI OP”) in exchange for each MGP OP unit held by us.

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.

MGP’s Class B share that was held by us was cancelled.

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

Refer to Note 4 for further discussion of the VICI Transactions.

In connection with the VICI Transaction, we entered into an amended and restated master lease with VICI.

Refer to Note 11 for further discussion of the lease.

- 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.

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

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.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant as of June 30, [removed: 2022] [added: 2023] (based on the closing price on the New York Stock Exchange Composite Tape on June 30, [removed: 2022)] [added: 2023)] was [removed: $8.2] [added: $12.3] billion.

As of February [removed: 22, 2023, 373,913,450] [added: 21, 2024, 319,678,271] shares of Registrant’s Common Stock, $0.01 par value, were outstanding.

Portions of the Registrant’s definitive Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i928b6266f3e7447d9752f6aca6ad9e53_13)] [added: [Business](#i51956911a4684e02a55cc2e077f3be76_13)] | | | [removed: [1](#i928b6266f3e7447d9752f6aca6ad9e53_13)] [added: [1](#i51956911a4684e02a55cc2e077f3be76_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i928b6266f3e7447d9752f6aca6ad9e53_16)] [added: Factors](#i51956911a4684e02a55cc2e077f3be76_16)] | | | [removed: [13](#i928b6266f3e7447d9752f6aca6ad9e53_16)] [added: [12](#i51956911a4684e02a55cc2e077f3be76_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i928b6266f3e7447d9752f6aca6ad9e53_19)] [added: Comments](#i51956911a4684e02a55cc2e077f3be76_19)] | | | [removed: [27](#i928b6266f3e7447d9752f6aca6ad9e53_19)] [added: [27](#i51956911a4684e02a55cc2e077f3be76_19)] | | |

| Item 2. | | | [removed: [Properties](#i928b6266f3e7447d9752f6aca6ad9e53_22)] [added: [Properties](#i51956911a4684e02a55cc2e077f3be76_22)] | | | [removed: [28](#i928b6266f3e7447d9752f6aca6ad9e53_22)] [added: [30](#i51956911a4684e02a55cc2e077f3be76_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i928b6266f3e7447d9752f6aca6ad9e53_25)] [added: Proceedings](#i51956911a4684e02a55cc2e077f3be76_25)] | | | [removed: [29](#i928b6266f3e7447d9752f6aca6ad9e53_25)] [added: [31](#i51956911a4684e02a55cc2e077f3be76_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i928b6266f3e7447d9752f6aca6ad9e53_28)] [added: Disclosures](#i51956911a4684e02a55cc2e077f3be76_28)] | | | [removed: [29](#i928b6266f3e7447d9752f6aca6ad9e53_28)] [added: [31](#i51956911a4684e02a55cc2e077f3be76_28)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i928b6266f3e7447d9752f6aca6ad9e53_34)] [added: Securities](#i51956911a4684e02a55cc2e077f3be76_34)] | | | [removed: [30](#i928b6266f3e7447d9752f6aca6ad9e53_34)] [added: [32](#i51956911a4684e02a55cc2e077f3be76_34)] | | |

| Item 6. | | | [removed: [Reserved](#i928b6266f3e7447d9752f6aca6ad9e53_37)] [added: [Reserved](#i51956911a4684e02a55cc2e077f3be76_37)] | | | [removed: [32](#i928b6266f3e7447d9752f6aca6ad9e53_37)] [added: [34](#i51956911a4684e02a55cc2e077f3be76_37)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i928b6266f3e7447d9752f6aca6ad9e53_40)] [added: Operations](#i51956911a4684e02a55cc2e077f3be76_40)] | | | [removed: [32](#i928b6266f3e7447d9752f6aca6ad9e53_40)] [added: [34](#i51956911a4684e02a55cc2e077f3be76_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i928b6266f3e7447d9752f6aca6ad9e53_43)] [added: Risk](#i51956911a4684e02a55cc2e077f3be76_55)] | | | [removed: [51](#i928b6266f3e7447d9752f6aca6ad9e53_43)] [added: [51](#i51956911a4684e02a55cc2e077f3be76_55)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i928b6266f3e7447d9752f6aca6ad9e53_46)] [added: Data](#i51956911a4684e02a55cc2e077f3be76_58)] | | | [removed: [52](#i928b6266f3e7447d9752f6aca6ad9e53_46)] [added: [52](#i51956911a4684e02a55cc2e077f3be76_58)] | | |

| | | | [Consolidated Financial [removed: Statements](#i928b6266f3e7447d9752f6aca6ad9e53_55)] [added: Statements](#i51956911a4684e02a55cc2e077f3be76_67)] | | | [removed: [57](#i928b6266f3e7447d9752f6aca6ad9e53_55)] [added: [56](#i51956911a4684e02a55cc2e077f3be76_67)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i928b6266f3e7447d9752f6aca6ad9e53_73)] [added: Statements](#i51956911a4684e02a55cc2e077f3be76_85)] | | | [removed: [62](#i928b6266f3e7447d9752f6aca6ad9e53_73)] [added: [61](#i51956911a4684e02a55cc2e077f3be76_85)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i928b6266f3e7447d9752f6aca6ad9e53_133)] [added: Disclosure](#i51956911a4684e02a55cc2e077f3be76_142)] | | | [removed: [100](#i928b6266f3e7447d9752f6aca6ad9e53_133)] [added: [96](#i51956911a4684e02a55cc2e077f3be76_142)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i928b6266f3e7447d9752f6aca6ad9e53_136)] [added: Procedures](#i51956911a4684e02a55cc2e077f3be76_145)] | | | [removed: [100](#i928b6266f3e7447d9752f6aca6ad9e53_136)] [added: [96](#i51956911a4684e02a55cc2e077f3be76_145)] | | |

| Item 9B. | | | [Other [removed: Information](#i928b6266f3e7447d9752f6aca6ad9e53_139)] [added: Information](#i51956911a4684e02a55cc2e077f3be76_148)] | | | [removed: [101](#i928b6266f3e7447d9752f6aca6ad9e53_139)] [added: [97](#i51956911a4684e02a55cc2e077f3be76_148)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i928b6266f3e7447d9752f6aca6ad9e53_142)] [added: Inspections](#i51956911a4684e02a55cc2e077f3be76_151)] | | | [removed: [101](#i928b6266f3e7447d9752f6aca6ad9e53_142)] [added: [97](#i51956911a4684e02a55cc2e077f3be76_151)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i928b6266f3e7447d9752f6aca6ad9e53_148)] [added: Governance](#i51956911a4684e02a55cc2e077f3be76_157)] | | | [removed: [102](#i928b6266f3e7447d9752f6aca6ad9e53_148)] [added: [98](#i51956911a4684e02a55cc2e077f3be76_157)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i928b6266f3e7447d9752f6aca6ad9e53_151)] [added: Compensation](#i51956911a4684e02a55cc2e077f3be76_160)] | | | [removed: [102](#i928b6266f3e7447d9752f6aca6ad9e53_151)] [added: [98](#i51956911a4684e02a55cc2e077f3be76_160)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i928b6266f3e7447d9752f6aca6ad9e53_154)] [added: Matters](#i51956911a4684e02a55cc2e077f3be76_163)] | | | [removed: [102](#i928b6266f3e7447d9752f6aca6ad9e53_154)] [added: [98](#i51956911a4684e02a55cc2e077f3be76_163)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i928b6266f3e7447d9752f6aca6ad9e53_157)] [added: Independence](#i51956911a4684e02a55cc2e077f3be76_166)] | | | [removed: [102](#i928b6266f3e7447d9752f6aca6ad9e53_157)] [added: [98](#i51956911a4684e02a55cc2e077f3be76_166)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i928b6266f3e7447d9752f6aca6ad9e53_160)] [added: Services](#i51956911a4684e02a55cc2e077f3be76_169)] | | | [removed: [102](#i928b6266f3e7447d9752f6aca6ad9e53_160)] [added: [98](#i51956911a4684e02a55cc2e077f3be76_169)] | | |

| Item 15. | | | [Exhibits, Financial Statements [removed: Schedules](#i928b6266f3e7447d9752f6aca6ad9e53_166)] [added: Schedules](#i51956911a4684e02a55cc2e077f3be76_175)] | | | [removed: [103](#i928b6266f3e7447d9752f6aca6ad9e53_166)] [added: [99](#i51956911a4684e02a55cc2e077f3be76_175)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i928b6266f3e7447d9752f6aca6ad9e53_169)] [added: Summary](#i51956911a4684e02a55cc2e077f3be76_178)] | | | [removed: [108](#i928b6266f3e7447d9752f6aca6ad9e53_169)] [added: [104](#i51956911a4684e02a55cc2e077f3be76_178)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Item 1C. | | | [Cybersecurity](#i51956911a4684e02a55cc2e077f3be76_703) | | | [28](#i51956911a4684e02a55cc2e077f3be76_703) | | |

| | | | [Signatures](#i51956911a4684e02a55cc2e077f3be76_181) | | | [105](#i51956911a4684e02a55cc2e077f3be76_181) | | |

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

We recognize the importance cybersecurity has to the success of our business.

We also recognize the need to continually assess cybersecurity risk and evolve our response in the face of a rapidly and ever-changing environment.

Accordingly, we aim to protect our business operations, including customer records and information, against known and evolving cybersecurity threats.

Risk Management and Strategy

The Company’s Internal Audit function conducts an annual Enterprise Risk Management process to identify, assess, monitor and control current and future potential risks facing the Company, which includes cybersecurity risks that are communicated by the Chief Information Security Officer (“CISO”).

Significant risks identified during this process are then presented to the Audit Committee.

In addition, we have a cybersecurity incident response plan in place that provides a documented framework for handling high and low severity security incidents and facilitates coordination across multiple parts of the business.

We also routinely perform attack and response simulations at the technical level, and annually execute tabletop response exercises.

Each year, special focus is given to maintaining and improving our alignment with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and Privacy and Payment Card Industry (“PCI”) controls in support of protecting our technology and customer data.

We further engage in the periodic assessment and testing of our cybersecurity program.

We also utilize external expertise to perform annual assessments of our entire cybersecurity program, including the cybersecurity program maturity.

The results of these annual assessments are reported to the Audit Committee, and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments.

In addition, we have a Third Party Risk Management Program designed to assess risks associated with third party providers based on the services they provide and the data they have access to.

Cybersecurity risk mitigation processes are integrated into the Company’s Code of Conduct that all employees are required to review.

Additionally, all employees with network access receive cybersecurity awareness training.

The Company’s information and data systems have been subject to cybersecurity incidents in the past, including the publicly disclosed September 2023 Cybersecurity Issue.

We do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition.

However, there is no guaranty that the Cybersecurity Issue and any further incidents will not have a material impact in the future.

See “Cybersecurity litigation, claims, and investigations” in Part II, Item 8, Note 12 to the accompanying consolidated financial statements.

Further, policies and procedures designed to manage cyber risks, including those described herein, may not be effective.

To learn more about risks from cybersecurity threats, see “Item 1A.

Risk Factors - The failure to maintain the integrity of our information and other systems or customer information can result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations.” Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company’s business, financial condition, or results of operations.

The Board’s Oversight of Cybersecurity Risk

To ensure thorough oversight of the Company’s cybersecurity policies and processes, the Audit Committee is responsible for overseeing our cybersecurity risk and, pursuant to its charter, establishes and oversees procedures for the Company’s plans to mitigate cybersecurity risks and respond to data breaches.

The Audit Committee receives quarterly reports from the CISO on the Company’s cybersecurity risks and enterprise cybersecurity program.

The Audit Committee also receives prompt information and periodic updates by the CISO regarding material cybersecurity incidents that meet reporting thresholds.

The Audit Committee reports out to the Board as necessary to keep the Board informed of issues or risks relating to the Company’s cybersecurity.

Management’s Involvement in Cybersecurity Risk Oversight

Our CISO continues to enhance our cybersecurity program and leads our efforts to mitigate technology risks in partnership with business leaders.

Our CISO conducts regular reviews of the control environment and identifies those risks within the Enterprise Risk Management process to assess, monitor and control current and future potential risks facing the Company.

Our CISO has 23 years of expertise in cybersecurity, information security risk management, incident management and response and privacy and has held various roles in information technology and information security throughout their career.

The CISO holds various professional certifications, including the Certified Information Security Manager certification from the Information Systems Audit and Control Association and the Certified Information Systems

Security Professional from International Information System Security Certification Consortium.

The CISO holds a Bachelor’s Degree in Computer Information Systems and a Master’s Degree in Organizational Security Management.

Our CISO reports directly to our Chief Legal and Administrative Officer and Secretary.

The CISO closely monitors our cybersecurity program, including our strategy and cybersecurity policies and practices, against the cybersecurity threat landscape.

As described above, our cybersecurity incident response plan provides a framework for a multidisciplinary team to prevent, detect, mitigate, and remediate cybersecurity-related risks and incidents.

This framework also sets forth parameters for the escalation and reporting of cybersecurity risks and incidents to broader groups at the Company, and the CISO reports information about significant cybersecurity risks and incidents to the Audit Committee on a regular basis and more frequently if warranted under the circumstances.

We have provided certain information below about our [removed: resorts] [added: properties] as of December 31, [removed: 2022.][added: 2023.]

| Aria(4) | | | | | | 5,497 | | | | | | 145,000 | | | | | | [removed: 1,246] [added: 1,282] | | | | | | [removed: 141] [added: 139] | | |

| The Cosmopolitan | | | | | | [removed: 3,082] [added: 3,032] | | | | | | 112,000 | | | | | | [removed: 1,300] [added: 1,213] | | | | | | 110 | | |

| MGM Grand Las Vegas (5) | | | | | | 6,731 | | | | | | 144,000 | | | | | | [removed: 1,303] [added: 1,293] | | | | | | [removed: 97] [added: 114] | | |

| Mandalay Bay (6) | | | | | | 4,750 | | | | | | [removed: 154,000] [added: 155,000] | | | | | | [removed: 1,009] [added: 973] | | | | | | [removed: 69] [added: 68] | | |

| Luxor | | | | | | 4,397 | | | | | | 104,000 | | | | | | [removed: 805] [added: 792] | | | | | | [removed: 48] [added: 44] | | |

| Excalibur | | | | | | 3,981 | | | | | | [removed: 96,000] [added: 93,000] | | | | | | [removed: 909] [added: 883] | | | | | | [removed: 42] [added: 32] | | |

| New York-New York | | | | | | 2,024 | | | | | | 81,000 | | | | | | [removed: 878] [added: 935] | | | | | | 54 | | |

| Park MGM (7) | | | | | | 2,898 | | | | | | [removed: 67,000] [added: 66,000] | | | | | | [removed: 761] [added: 750] | | | | | | 64 | | |

| MGM Grand Detroit (Detroit, Michigan) (8) | | | | | | 400 | | | | | | 147,000 | | | | | | [removed: 2,692] [added: 2,479] | | | | | | [removed: 151] [added: 139] | | |

| Beau Rivage (Biloxi, Mississippi) | | | | | | [removed: 1,739] [added: 1,733] | | | | | | [removed: 90,000] [added: 88,000] | | | | | | [removed: 1,455] [added: 1,301] | | | | | | [removed: 78] [added: 79] | | |

| Borgata (Atlantic City, New Jersey) | | | | | | [removed: 2,767] [added: 2,727] | | | | | | 218,000 | | | | | | [removed: 2,493] [added: 2,508] | | | | | | [removed: 163] [added: 161] | | |

| MGM National Harbor (Prince George's County, Maryland) (9) | | | | | | 308 | | | | | | [removed: 154,000] [added: 159,000] | | | | | | [removed: 2,086] [added: 2,265] | | | | | | [removed: 157] [added: 162] | | |

| MGM Springfield (Springfield, Massachusetts)(10) | | | | | | 240 | | | | | | 106,000 | | | | | | [removed: 1,469] [added: 1,535] | | | | | | 48 | | |

| MGM Northfield Park (Northfield, Ohio) | | | | | | — | | | | | | [removed: 74,000] [added: 78,000] | | | | | | [removed: 1,533] [added: 1,592] | | | | | | — | | |

| Empire City (Yonkers, New York) | | | | | | — | | | | | | [removed: 137,000] [added: 138,000] | | | | | | [removed: 4,562] [added: 4,423] | | | | | | — | | |

| MGM Macau – 55.95% owned (Macau S.A.R.) | | | | | | 585 | | | | | | 251,000 | | | | | | [removed: 926] [added: 950] | | | | | | [removed: 294] [added: 351] | | |

| MGM Cotai – 55.95% owned (Macau S.A.R.) | | | | | | 1,418 | | | | | | 264,000 | | | | | | [removed: 934] [added: 901] | | | | | | [removed: 258] [added: 399] | | |

| Subtotal | | | | | | 2,003 | | | | | | 515,000 | | | | | | [removed: 1,860] [added: 1,851] | | | | | | [removed: 552] [added: 750] | | |

(2)Includes slot machines, video poker machines [removed: and] [added: and, except for MGM National Harbor, all] other electronic gaming devices in service.

(3)Includes blackjack (“21”), baccarat, craps, [removed: roulette and] [added: roulette,and] other table games in service; does not include [removed: poker.][added: poker; includes dealer-assisted electronic gaming devices at MGM National Harbor.]

| Bellagio | | | | | | 3,933 | | | | | | 155,000 | | | | | | 1,277 | | | | | | 153 | | |

| Subtotal | | | | | | 37,243 | | | | | | 1,055,000 | | | | | | 9,398 | | | | | | 778 | | |

| Subtotal | | | | | | 5,408 | | | | | | 934,000 | | | | | | 16,103 | | | | | | 589 | | |

| Grand total | | | | | | 44,654 | | | | | | 2,504,000 | | | | | | 27,352 | | | | | | 2,117 | | |

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

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

| Gold Strike Tunica (Tunica, Mississippi) | | | | | | 1,109 | | | | | | 59,000 | | | | | | 1,149 | | | | | | 61 | | |

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

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

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

There were approximately [removed: 3,143] [added: 2,926] record holders of our common stock as of February [removed: 22, 2023.][added: 21, 2024.]

The following table provides information about share repurchases of our common stock during the quarter ended December 31, [removed: 2022:][added: 2023:]

| Period | | | Total Number of Shares Purchased | | | | | | Average Price Paid per [removed: Share] [added: Share(1)] | | | | | | Total Number of Shares Purchased as Part of a Publicly Announced Program | | | | | | Dollar Value of Shares that May Yet be Purchased Under the [removed: Program] [added: Program(1)] (In thousands) | | |

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

All shares we repurchased during the quarter ended December 31, [removed: 2022] [added: 2023] were purchased pursuant to our publicly announced stock repurchase 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: 2017] [added: 2018] to December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

| October 1, 2023 — October 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 806,163 | |

| November 1, 2023 — November 30, 2023 | | | 6,644,150 | | | | | | $ | 39.86 | | | | | 6,644,150 | | | | | | $ | 2,541,291 | |

| December 1, 2023 — December 31, 2023 | | | 8,781,145 | | | | | | $ | 42.68 | | | | | 8,781,145 | | | | | | $ | 2,166,464 | |

(1) In accordance with applicable disclosure requirements, the “Average Price Paid per Share” figures presented above are calculated on an execution date (trade date) basis and exclude commissions and other expenses, such as excise taxes.

Figures presented under “Dollar Value of Shares that May Yet be Purchased Under the Program” indicate the total amount of authorized capacity remaining in accordance with the terms of the applicable share repurchase plan.

The amount authorized under the February 2023 $2.0 billion stock repurchase plan includes the cost of commissions, while the amount authorized under the November 2023 $2.0 billion stock repurchase plan excludes the cost of commissions.

The amount authorized for both plans excludes other expenses, such as excise taxes.

| | | | 12/18 | | | 12/19 | | | 12/20 | | | 12/21 | | | 12/22 | | | 12/23 | | |

| MGM Resorts International | | | 100.00 | | | 139.70 | | | 133.46 | | | 190.13 | | | 142.09 | | | 189.34 | | |

| Dow Jones US Total Return | | | 100.00 | | | 131.15 | | | 157.90 | | | 199.74 | | | 160.99 | | | 203.70 | | |

| S&P 500 | | | 100.00 | | | 131.49 | | | 155.68 | | | 200.37 | | | 164.08 | | | 207.21 | | |

| Dow Jones US Gambling | | | 100.00 | | | 147.56 | | | 132.30 | | | 115.34 | | | 86.00 | | | 112.08 | | |

| 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 | |

| | | | 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 | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i928b6266f3e7447d9752f6aca6ad9e53_49)] [added: Firm](#i51956911a4684e02a55cc2e077f3be76_61)] (PCAOB ID: 34) | | | | | | [removed: [53](#i928b6266f3e7447d9752f6aca6ad9e53_49)] [added: [53](#i51956911a4684e02a55cc2e077f3be76_61)] | | |

[removed: |] [added: For the] Years [removed: Ended] [added: ended] December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020 | | | | | | | | |][added: 2021]

| [Consolidated Statements of [removed: Operations](#i928b6266f3e7447d9752f6aca6ad9e53_61)] [added: Operations](#i51956911a4684e02a55cc2e077f3be76_73)] | | | | | | [removed: [58](#i928b6266f3e7447d9752f6aca6ad9e53_61)] [added: [57](#i51956911a4684e02a55cc2e077f3be76_73)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i928b6266f3e7447d9752f6aca6ad9e53_64)] [added: (Loss)](#i51956911a4684e02a55cc2e077f3be76_76)] | | | | | | [removed: [59](#i928b6266f3e7447d9752f6aca6ad9e53_64)] [added: [58](#i51956911a4684e02a55cc2e077f3be76_76)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i928b6266f3e7447d9752f6aca6ad9e53_67)] [added: Flows](#i51956911a4684e02a55cc2e077f3be76_79)] | | | | | | [removed: [60](#i928b6266f3e7447d9752f6aca6ad9e53_67)] [added: [59](#i51956911a4684e02a55cc2e077f3be76_79)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i928b6266f3e7447d9752f6aca6ad9e53_70)] [added: Equity](#i51956911a4684e02a55cc2e077f3be76_82)] | | | | | | [removed: [61](#i928b6266f3e7447d9752f6aca6ad9e53_70)] [added: [60](#i51956911a4684e02a55cc2e077f3be76_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i928b6266f3e7447d9752f6aca6ad9e53_73)] [added: Statements](#i51956911a4684e02a55cc2e077f3be76_85)] | | | | | | [removed: [62](#i928b6266f3e7447d9752f6aca6ad9e53_73)] [added: [61](#i51956911a4684e02a55cc2e077f3be76_85)] | | |

We have audited the internal control over financial reporting of MGM Resorts International and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 24, 2023,] [added: 23, 2024,] expressed an unqualified opinion on those financial statements.

[removed: February 24, 2023][added: | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 24, 2023,] [added: 23, 2024,] expressed an unqualified opinion on the Company's internal control over financial reporting.

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

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

- With the assistance of our fair value specialists, we evaluated the reasonableness of [removed: the] [added: management’s selected] discount [removed: rates] [added: rate] by:

◦Testing the market-based source information underlying the determination of the discount [removed: rates] [added: rate] and the mathematical accuracy of the discount rate calculations.

◦Developing [removed: a range of] [added: an] independent [removed: estimates] [added: estimate] and comparing [removed: those] [added: it] to the discount rate selected by management.

MGM Grand Paradise gaming [removed: subconcession] [added: concession] — Refer to [removed: Notes 1 and] [added: Note] 7 to the financial statements

[added: MGM Grand Paradise gaming subconcession and gaming concession.] Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts [removed: S.A.,] [added: S.A. (formerly Sociedade de Jogos de Macau, S.A.),] a gaming subconcession was acquired by MGM Grand Paradise for the right to operate [added: casino] games of chance and other casino [removed: games.][added: games for a period commencing on April 20, 2005 through March 31, 2020.]

[removed: Under the] [added: In June 2022,] new [added: Macau] gaming [removed: law,] [added: law was enacted under which] the existing subconcessions were discontinued and a maximum of six concessions were to be awarded for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three years under certain exceptional circumstances.

[removed: The] [added: As the] enactment of the new Macau gaming law in June 2022 [removed: provides] [added: provided] for material changes to the legal form of gaming concessions in Macau, including discontinuing and prohibiting gaming subconcessions subsequent to their expiration, and also [removed: includes] [added: included] material changes to the rights and obligations provided for under the new gaming [removed: concessions.][added: concessions, the Company determined that the MGM Grand Paradise gaming subconcession and new gaming concession are two separate units of account.]

The [added: fully amortized] gaming subconcession [added: intangible asset] was [removed: fully amortized as of December 31, 2022.]

Our audit procedures related to the [removed: determination of the unit] [added: recording] of [removed: account] [added: an intangible asset] and [removed: the revision of the useful life of] [added: a corresponding liability for] the MGM Grand Paradise gaming [removed: subconcession intangible asset] [added: concession] included the following, among others:

| | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 5,911,893] [added: 2,927,833] | | | | | $ | [removed: 4,703,059] [added: 5,911,893] | |

| Accounts receivable, net | | | | | | [removed: 852,149] [added: 929,135] | | | | | | [removed: 583,915] [added: 852,149] | | |

| Inventories | | | | | | [removed: 126,065] [added: 141,678] | | | | | | [removed: 96,374] [added: 126,065] | | |

| Income tax receivable | | | | | | [removed: 73,016] [added: 141,444] | | | | | | [removed: 273,862] [added: 73,016] | | |

| Prepaid expenses and other | | | | | | [removed: 583,132] [added: 770,503] | | | | | | [removed: 258,972] [added: 583,132] | | |

| Assets held for sale | | | | | | [removed: 608,437] [added: —] | | | | | | [removed: —] [added: 608,437] | | |

| Total current assets | | | | | | [removed: 8,154,692] [added: 4,910,593] | | | | | | [removed: 6,416,182] [added: 8,154,692] | | |

| Property and equipment, net | | | | | | [removed: 5,223,928] [added: 5,449,544] | | | | | | [removed: 14,435,493] [added: 5,223,928] | | |

| Investments in and advances to unconsolidated affiliates | | | | | | [removed: 173,039] [added: 240,803] | | | | | | [removed: 967,044] [added: 173,039] | | |

| Goodwill | | | | | | [removed: 5,029,312] [added: 5,165,694] | | | | | | [removed: 3,480,997] [added: 5,029,312] | | |

| Other intangible assets, net | | | | | | [removed: 1,551,252] [added: 1,724,582] | | | | | | [removed: 3,616,385] [added: 1,551,252] | | |

| Operating lease right-of-use assets, net | | | | | | [removed: 24,530,929] [added: 24,027,465] | | | | | | [removed: 11,492,805] [added: 24,530,929] | | |

| Other long-term assets, net | | | | | | [removed: 1,029,054] [added: 849,867] | | | | | | [removed: 490,210] [added: 1,029,054] | | |

| [Consolidated Balance Sheets](#i51956911a4684e02a55cc2e077f3be76_70) | | | | | | [56](#i51956911a4684e02a55cc2e077f3be76_70) | | |

February 23, 2024

MGM Grand Paradise is required, among other things, to pay a fixed annual premium and an annual variable premium based on the number of gaming tables and machines for the term of the gaming concession.

Additionally, upon the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the concession term in return for annual payments determined by square meters of the reverted casino areas.

On January 1, 2023, MGM Grand Paradise recorded an intangible asset of $226 million for the right to conduct gaming and operate the reverted gaming equipment and gaming areas and a corresponding liability for the in-substance consideration to be paid over the concession term for such rights, which is the unconditional obligation of the fixed and

variable annual premiums, as well as the payments related to the use of the reverted gaming assets.

The initial value of the intangible asset and liability were measured as the present value of these payments as of January 1, 2023.

We identified the recording of an intangible asset and a corresponding liability for the MGM Grand Paradise gaming concession as a critical audit matter because assessment of the applicable accounting guidance, the determination of which fixed and variable annual premium payments represented unconditional obligations, and the determination of the present value of such payments (including the selection of the discount rate) involved challenging, subjective, and complex judgments.

- We tested the effectiveness of the controls over management’s assessment of the accounting and recording of the MGM Grand Paradise gaming concession intangible asset and corresponding liability, including management’s identification of which fixed and variable annual premium payments represented unconditional obligations, and the determination of the initial value of the intangible asset and corresponding liability, including the selection of the discount rate.

- We inspected the concession contract and the other underlying agreements related to the MGM Grand Paradise gaming concession.

With the assistance of professionals in our firm having expertise in accounting for intangible assets, we evaluated the reasonableness of management’s accounting and judgments used by management to determine whether the recording of an intangible asset and a corresponding liability was appropriate for the MGM Grand Paradise gaming concession, and the identification of which fixed and variable annual premium payments represented unconditional obligations.

February 23, 2024

| | | | | | | 2023 | | | | | | 2022 | | |

| | | | | | | $ | 42,368,548 | | | | | $ | 45,692,206 | |

| | | | | | | $ | 42,368,548 | | | | | $ | 45,692,206 | |

| Reimbursed costs | | | | | | 45,740 | | | | | | 45,693 | | | | | | 226,083 | | |

| Other | | | | | | 936 | | | | | | — | | | | | | — | | |

| Foreign currency transaction loss | | | | | | 106,428 | | | | | | 19,081 | | | | | | 12,551 | | |

| Other | | | | | | 39,213 | | | | | | (34,124) | | | | | | (138,198) | | |

| Proceeds from repayment of principal on note receivable | | | | | | 152,518 | | | | | | — | | | | | | — | | |

| MGM Grand Paradise gaming concession intangible asset | | | | | | $ | 226,083 | | | | | $ | — | | | | | $ | — | |

| MGM Grand Paradise gaming concession long-term obligation | | | | | | 226,083 | | | | | | — | | | | | | — | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,142,180 | | | | | | — | | | | | | 1,142,180 | | | | | | 172,131 | | | | | | 1,314,311 | | |

| Currency translation adjustment | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 109,461 | | | | | | 109,461 | | | | | | (183) | | | | | | 109,278 | | |

| Stock-based compensation | | | | | | — | | | | | | — | | | | | | 70,775 | | | | | | — | | | | | | — | | | | | | 70,775 | | | | | | 2,676 | | | | | | 73,451 | | |

| Repurchases of common stock | | | | | | (54,325) | | | | | | (543) | | | | | | (50,332) | | | | | | (2,263,093) | | | | | | — | | | | | | (2,313,968) | | | | | | — | | | | | | (2,313,968) | | |

| Other | | | | | | — | | | | | | — | | | | | | (1,744) | | | | | | — | | | | | | 936 | | | | | | (808) | | | | | | (677) | | | | | | (1,485) | | |

| Balances, December 31, 2023 | | | | | | 326,550 | | | | | | $ | 3,266 | | | | | $ | — | | | | | $ | 3,664,008 | | | | | $ | 143,896 | | | | | $ | 3,811,170 | | | | | $ | 522,975 | | | | | $ | 4,334,145 | |

The Company also has a 50% ownership interest in Osaka IR KK, an unconsolidated affiliate, which plans to develop an integrated resort in Osaka, Japan.

For the year ended December 31, 2023, the Company recorded a net loss on its equity investments of $26 million.

| | | | 2023 | | | | | | 2022 | | | | | |

| Commercial paper | | | Level 2 | | | — | | | | | | 5,992 | | |

| Asset backed securities | | | Level 2 | | | 7,170 | | | | | | — | | |

The fair value of cash and cash equivalents approximates carrying value because of the short maturity of those instruments (Level 1).

Note receivable. In February 2023, the secured note receivable related to the sale of Circus Circus Las Vegas and the adjacent land in December 2019 was repaid, prior to maturity, for $170 million, which approximated its carrying value

on the date of repayment.

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2023 | | | | | | 2022 | | | | | | 2023 | | | | | | 2022 | | |

Redeemable noncontrolling interest. Noncontrolling interests with redemption features, such as put rights, that are not exclusively in the Company’s control, are considered redeemable noncontrolling interests.

The interests are initially accounted for at fair value and subsequently adjusted to the greater of the redemption value and carrying value (initial fair value adjusted for attributed net income (loss) and distributions, as applicable).

During 2023, 2022, and 2021, the Company purchased $138 million, $21 million, and $1 million of interests from its redeemable noncontrolling interest parties, respectively.

| | | | | | | | | |

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

| [Consolidated Balance Sheets — December 31, 2022 and 2021](#i928b6266f3e7447d9752f6aca6ad9e53_58) | | | | | | [57](#i928b6266f3e7447d9752f6aca6ad9e53_58) | | |

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.

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

*Critical Audit Matter Description*

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

The Company recognized 100% of the acquired assets and assumed liabilities at fair value at the date of the acquisition.

Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction.

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

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

Goodwill of $1.3 billion was recognized as the excess of the cash consideration over the identifiable assets acquired and liabilities assumed.

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

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

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

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

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

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

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

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

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

◦Comparing the forecasts to historical financial results;

◦Conducting inquiries with management; and

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

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

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.

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.

- 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.

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

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

| Other | | | | | | (15,043) | | | | | | (125,647) | | | | | | (48,750) | | |

| Proceeds from issuance of bridge loan facility | | | | | | — | | | | | | — | | | | | | 1,304,625 | | |

| Investments in unconsolidated affiliates | | | | | | $ | — | | | | | $ | — | | | | | $ | 802,000 | |

| VICI BREIT Venture assumption of bridge loan facility | | | | | | — | | | | | | — | | | | | | 1,304,625 | | |

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: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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.

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).

None.

The information required by this Item will be included in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which we expect to file with the SEC within 120 days after December 31, [removed: 2022] [added: 2023] (the “Proxy Statement”), and is incorporated herein by reference.

The following table includes information about our equity compensation plans at December 31, [removed: 2022:][added: 2023:]

| Equity compensation plans approved by security holders (1) | | | | | | [removed: 6,345] [added: 6,015] | | | | | | $ | [removed: 26.21] [added: —] | | | | | [removed: 16,397] [added: 14,927] | | |

| (1) | | | As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 4.3] [added: 4.5] million restricted stock units and [removed: 1.6] [added: 1.5] million performance share units outstanding that do not have an exercise [removed: price; therefore, the weighted average per share exercise price only relates to] [added: price. As of December 31, 2023 there are no] outstanding [removed: stock appreciation rights.] [added: options, warrants, and rights that have an exercise price.] The amount included in the securities outstanding above for performance share units assumes that each target price is achieved. | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i928b6266f3e7447d9752f6aca6ad9e53_49)] [added: Firm](#i51956911a4684e02a55cc2e077f3be76_61)] | | | | | | [removed: [53](#i928b6266f3e7447d9752f6aca6ad9e53_49)] [added: [53](#i51956911a4684e02a55cc2e077f3be76_61)] | | |

| [Consolidated Statements of [removed: Operations](#i928b6266f3e7447d9752f6aca6ad9e53_61)] [added: Operations](#i51956911a4684e02a55cc2e077f3be76_73)] | | | | | | [removed: [58](#i928b6266f3e7447d9752f6aca6ad9e53_61)] [added: [57](#i51956911a4684e02a55cc2e077f3be76_73)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i928b6266f3e7447d9752f6aca6ad9e53_64)] [added: (Loss)](#i51956911a4684e02a55cc2e077f3be76_76)] | | | | | | [removed: [59](#i928b6266f3e7447d9752f6aca6ad9e53_64)] [added: [58](#i51956911a4684e02a55cc2e077f3be76_76)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i928b6266f3e7447d9752f6aca6ad9e53_67)] [added: Flows](#i51956911a4684e02a55cc2e077f3be76_79)] | | | | | | [removed: [60](#i928b6266f3e7447d9752f6aca6ad9e53_67)] [added: [59](#i51956911a4684e02a55cc2e077f3be76_79)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i928b6266f3e7447d9752f6aca6ad9e53_70)] [added: Equity](#i51956911a4684e02a55cc2e077f3be76_82)] | | | | | | [removed: [61](#i928b6266f3e7447d9752f6aca6ad9e53_70)] [added: [60](#i51956911a4684e02a55cc2e077f3be76_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i928b6266f3e7447d9752f6aca6ad9e53_73)] [added: Statements](#i51956911a4684e02a55cc2e077f3be76_85)] | | | | | | [removed: [62](#i928b6266f3e7447d9752f6aca6ad9e53_73)] [added: [61](#i51956911a4684e02a55cc2e077f3be76_85)] | | |

| [removed: 2.2] [added: 10.3(8)] | | | | | | [Master [removed: Transaction Agreement] [added: Lease] by and among [removed: MGM Resorts International, CityCenter Land,] [added: Ace A PropCo LLC, Ace V PropCo] LLC and [removed: Ace Purchaser] [added: MGM Lessee III,] LLC, dated as of [removed: June 30,] [added: September 28,] 2021 (incorporated by reference to Exhibit [removed: 2.2] [added: 10.1] of the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on [removed: July 1, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521206516/d199453dex22.htm)] [added: September 28, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521285510/d207497dex101.htm)] | | |

| [removed: 2.3] [added: 10.3(12)] | | | | | | [removed: [Master Transaction] [added: [Tax Protection] Agreement, by and among MGM Resorts International, MGM Growth Properties [removed: LLC, MGM Growth Properties] Operating Partnership [removed: LP, VICI Properties Inc., Venus Sub LLC, VICI Properties L.P.] [added: LP] and [removed: VICI Properties OP] [added: MGP BREIT Venture 1] LLC, dated as of [removed: August 4, 2021] [added: February 14, 2020] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.3] of the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on [removed: August 5, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521236897/d182935dex21.htm)] [added: February 18, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000119312520040601/d882756dex103.htm)] | | |

| [removed: 2.4] [added: 10.3(11)] | | | | | | [removed: [Purchase Agreement] [added: [Tax Protection Agreement,] by and among [removed: BRE Spade Parent LLC, BRE Spade PropCo Holdings LLC, BRE Spade Mezz 1] [added: Bellagio,] LLC, [removed: BRE Spade Voteco] [added: BCORE Paradise Parent] LLC and [removed: MGM Resorts International,] [added: BCORE Paradise JV LLC,] dated as of [removed: September 26, 2021] [added: November 15, 2019] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] of the Company’s Current Report on Form 8-K filed on [removed: September 28, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521284622/d94072dex21.htm)] [added: November 18, 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519294790/d832650dex102.htm)] | | |

| [removed: 2.5] [added: 10.3(7)] | | | | | | [removed: [Purchase Agreement] [added: [Lease,] by and between [added: Mandalay PropCo, LLC,] MGM [removed: Resorts International] [added: Grand PropCo, LLC] and [removed: HR Nevada,] [added: MGM Lessee II,] LLC, dated as of [removed: December 13, 2021] [added: February 14, 2020] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] of the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on [removed: December 14, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521356910/d267180dex21.htm)] [added: February 18, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000119312520040601/d882756dex101.htm)] | | |

| 4.1(4) | | | | | | [Indenture, [removed: dated](https://www.sec.gov/Archives/edgar/data/789570/000110465912020213/a12-7106_7ex4d1.htm) [March] [added: dated March] 22, 2012, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 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: [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 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(6) | | | | | | [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 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(7)] [added: 4.1(8)] | | | | | | [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 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(8)] [added: 4.1(7)] | | | | | | [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(9) | | | | | | [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 filed on [removed: May 4, 2020).](http://www.sec.gov/Archives/edgar/data/789570/000119312520132417/d924955dex41.htm)] [added: October 13, 2020).](http://www.sec.gov/Archives/edgar/data/789570/000119312520268537/d205040dex41.htm)] | | |

| 4.1(10) | | | | | | [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 filed on [removed: October 13, 2020).](http://www.sec.gov/Archives/edgar/data/789570/000119312520268537/d205040dex41.htm)] [added: May 16, 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519149526/d746400dex41.htm)] | | |

| 4.1(11) | | | | | | [Indenture governing the [removed: 5.375%] [added: 5.875%] senior notes due [removed: 2024,] [added: 2026,] dated as of May 16, 2019, between MGM China Holdings Limited and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] of the Company’s Current Report on Form 8-K filed on May 16, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519149526/d746400dex41.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/789570/000119312519149526/d746400dex42.htm)] | | |

| [removed: 4.1(12)] [added: 4.1(13)] | | | | | | [Indenture governing the [removed: 5.875%] [added: 4.75%] senior notes due [removed: 2026,] [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 [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: March 31, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521102230/d120302dex41.htm)] | | |

| [removed: 4.1(13)] [added: 4.1(12)] | | | | | | [Indenture governing the 5.25% senior notes due 2025, dated as of June 18. 2020, between MGM China Holdings Limited and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on June 22, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000156459020030137/mgm-ex41_6.htm) | | |

| [removed: 10.1(2)] [added: 10.1(3)] | | | | | | [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(3)] [added: 10.1(4)] | | | | | | [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(4)] [added: 10.1(5)] | | | | | | [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(5)] [added: 10.1(7)] | | | | | | [Revolving Credit Facility Agreement, dated May 26, 2020 (the “2020 Revolving Credit Facility”), by and among MGM China Holdings Limited and certain Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 29, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000119312520155922/d893837dex101.htm) | | |

| [removed: 10.1(6)] [added: 10.1(8)] | | | | | | [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(7)] [added: 10.1(9)] | | | | | | [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(8)] [added: 10.1(10)] | | | | | | [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(9)] [added: 10.1(11)] | | | | | | [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) | | |

| [removed: 10.1(10)] [added: 10.1(12)] | | | | | | [Amendment Letter to the 2020 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 10.4 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-ex104_30.htm) | | |

| [removed: 10.1(11)] [added: 10.1(13)] | | | | | | [Amendment Letter to the 2019 Revolving Credit Facility, dated February 10, 2022, 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 2, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000017/exhibit101q12022.htm) | | |

| [removed: 10.1(12)] [added: 10.1(14)] | | | | | | [Amendment Letter to the 2020 Revolving Credit Facility, dated February 10, 2022, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000017/exhibit102q12022.htm) | | |

| [removed: 10.1(13)] [added: 10.1(19)] | | | | | | [Guaranty Agreement, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 18, 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519294790/d832650dex103.htm) | | |

| [removed: 10.1(14)] [added: 10.1(20)] | | | | | | [Guaranty Agreement, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.2 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-ex102_131.htm) | | |

| 10.2(1) | | | | | | [Concession Contract, effective as of January 1, 2023, by and between MGM Grand Paradise S.A. and the Government of the Macau [removed: SAR.](https://www.sec.gov/Archives/edgar/data/789570/000078957023000008/exhibit1021-q42022.htm)] [added: SAR (incorporated by reference to Exhibit 10.2(1) of the Company’s Annual Report on Form 10-K filed on February 24, 2023)](https://www.sec.gov/Archives/edgar/data/789570/000078957023000008/exhibit1021-q42022.htm).] | | |

| [removed: 10.3(3)] [added: 10.3(4)] | | | | | | [Lease, by and between BCORE Paradise LLC and Bellagio, LLC, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 18, 2019).](https://www.sec.gov/Archives/edgar/data/789570/000119312519294790/d832650dex101.htm) | | |

| [removed: 10.3(4)] [added: 10.3(5)] | | | | | | [First Amendment to Lease, by and between BCORE Paradise LLC and Bellagio, LLC, dated as of April 14, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 6, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000156459021041935/mgm-ex101_45.htm) | | |

| [removed: 10.3(5)] [added: 10.3(6)] | | | | | | [Second Amendment to Lease, by and between BCORE Paradise LLC and Bellagio, LLC, dated as of February 22, 2022 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000078957022000017/exhibit103q12022.htm) | | |

| [removed: 10.3(6)] [added: 10.3(10)] | | | | | | [removed: [Lease,] [added: [Lease] by and between [removed: Mandalay PropCo, LLC, MGM Grand PropCo,] [added: Marker LV Propco] LLC and [removed: MGM Lessee II,] [added: Nevada Property 1] LLC, dated as of [removed: February 14, 2020] [added: May 17, 2022] (incorporated by reference to Exhibit 10.1 of the [removed: Company's] Current Report on Form 8-K filed on [removed: February 18, 2020).](https://www.sec.gov/Archives/edgar/data/789570/000119312520040601/d882756dex101.htm)] [added: May 17, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000119312522153120/d467458dex101.htm)] | | |

| [removed: 10.3(7)] [added: 10.3(9)] | | | | | | [removed: [Master Lease by and among] [added: [Amend](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[ment to Master Lease, b](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[y an](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[d](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm) [among] Ace A PropCo [removed: LLC, Ace V PropCo] [added: LL](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[C, A](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[ce](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm) [V P](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[ropCo] LLC and MGM Lessee III, LLC, dated as of [removed: September 28, 2021 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 28, 2021).](https://www.sec.gov/Archives/edgar/data/789570/000119312521285510/d207497dex101.htm)] [added: No](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)[vember](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm) [17, 2021,](https://www.sec.gov/Archives/edgar/data/789570/000078957024000005/exhibit1039-q42023.htm)] | | |

| [removed: 10.3(8)] [added: 10.3(3)] | | | | | | [removed: [Lease] [added: [Second Amendment to Amended and Restated Master Lease, dated as of February 15, 2023,] by and between [removed: Marker LV Propco] [added: MGP Lessor,] LLC and [removed: Nevada Property 1 LLC, dated as of May 17, 2022] [added: MGM Lessee, LLC] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] of the [removed: Current] [added: Company’s Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on May [removed: 17, 2022).](https://www.sec.gov/Archives/edgar/data/789570/000119312522153120/d467458dex101.htm)] [added: 1, 2023).](https://www.sec.gov/Archives/edgar/data/789570/000078957023000013/exhibit103-q12023.htm)] | | |