What changed in this filing

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Item 1. Business

2024-02-23 compared with 2023-02-24 · 165 added, 171 removed, 222 unchanged (60% of the section changed)

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

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

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

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

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

We believe we operate the highest quality resorts in each of the markets in which we operate.

Ensuring our resorts are the premier resorts in their respective markets requires capital investments to maintain the best possible experiences for our guests.

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

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

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

(“MGM Grand Paradise”), operate two casino resorts in Macau.

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

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

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

Business Developments

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

As of December 31, 2023, we operate 16 domestic casino 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 properties in Macau.

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

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

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

In recent years, in furtherance of our vision to 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.

At the same time, we have continued to focus on key growth opportunities that align with our vision, particularly by investing in U.S.

online sports betting and iGaming through BetMGM, acquiring LeoVegas to expand our global online presence, expanding our digital capabilities, and seeking to diversify our Asia operations with development efforts in Japan.

As part of that business strategy, we have 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 resorts, including through the following transactions:

• 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.

See Note 4 for discussion of this transaction.

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

• On December 19, 2022, we completed the sale of the operations of The Mirage to an affiliate of Seminole Hard Rock Entertainment, Inc.

("Hard Rock") for cash consideration of $1.075 billion, subject to certain purchase price adjustments.

At closing, the master lease with VICI was amended to remove The Mirage and reflect a $90 million reduction in annual cash rent.

Refer to Note 4 for further discussion of this transaction.

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

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

Refer to Note 4 for further discussion of this transaction.

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

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

Impact of COVID-19.

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

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

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

For additional information relating to our acquisitions, divestitures, venture transactions, and other 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 statements.

Resort Operations

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

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

Our results of operations do not tend to be seasonal in nature as all of our casino resorts, except as otherwise described related to the impact of COVID-19, typically operate 24 hours a day, every day of the year, with the exception of Empire City, which operates 20 hours a day, every day of the year, though a variety of factors may affect the results of any interim period, including the timing of major conventions, Far East baccarat volumes, the 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.

We rely on the ability of our 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 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

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.

Our primary casino and hotel operations are owned and managed by us.

Other 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.

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

We also lease space to third-party retail and food and beverage operators, particularly for branding opportunities.

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Las Vegas Strip Resorts consists of the following casino resorts:

Aria (including Vdara) (upon its acquisition in September 2021), Bellagio, 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

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

Aria (including Vdara) (upon its acquisition in September 2021), Bellagio, The Cosmopolitan 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 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 resorts:

Regional Operations consists of the following casino properties:

MGM Grand Detroit in Detroit, Michigan;

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

Although visitation during 2020, 2021, and 2022 was significantly reduced by the COVID-19 pandemic, we expect the long-term future growth of the Asian gaming market to drive additional visitation at MGM Macau and MGM Cotai.

Although visitation during 2021 and 2022 was significantly reduced by the novel 2019 coronavirus (“COVID-19”) pandemic, 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.

Our current MGM China operations relate to MGM Macau and MGM Cotai, discussed further below.

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For further discussion of the potential impact of competitive conditions on our business, see “Item 1A.

Risk Factors — Risks Related to 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 successful competition include:

• Locating our resorts in desirable leisure and business travel markets and operating at superior sites within those markets;

Risk Factors — Risks Related to 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 successfully competing include:

• Locating our properties in desirable leisure and business travel markets and operating at superior sites within those markets;

• Constructing and maintaining high-quality resorts and facilities, including luxurious guestrooms, state-of-the-art convention facilities and premier dining, entertainment, retail and other amenities;

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Also, the growth of gaming in areas outside Las Vegas has increased the competition faced by our operations in Las Vegas.

Outside Nevada, our resorts 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.

Outside Nevada, our 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.

In addition, we compete with gaming operations in surrounding jurisdictions and other leisure destinations in each region.

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Main floor players do not receive commissions.

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 we do not expect VIP gaming operations to be a significant source of revenue in future years.

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 2023 and we do not expect VIP gaming operations will be a significant source of revenue in future years.

The majority of MGM China's casino revenue has been provided by main floor gaming operations in recent years and we expect this customer base will be the primary source of growth in the future.

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Our direct marketing efforts utilize advanced analytic techniques that identify customer preferences and help predict future customer behavior, allowing us to make more relevant offers to customers, influence incremental visits, and help build lasting customer relationships.

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

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

and other MGM Resorts experiences.

We also offer the Golden Lion Club for gaming focused customers, in addition to M life Rewards, 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 resorts provide.

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

We also offer the Golden Lion Club for gaming focused customers, in addition to M 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 properties provide.

Our loyalty programs focus on building a rewarding relationship with our customers, encouraging members to increase both visitation and spend.

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Leverage a customer-centric model reinforced by a strong brand and deep customer insights to provide unmatched entertainment experiences for our guests and drive top-line growth.

• Gaming Entertainment.

Innovate our gaming entertainment product to drive continued premium offering and competitive differentiation.

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

• Operational Excellence .

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Fortify balance sheet.

• Gaming Entertainment.

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

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

The strategic plan was developed with the intent to regularly revisit, measure, and reevaluate for emerging opportunities.

In allocating resources, our financial strategy is focused on managing a proper mix of investments in our existing properties, strategic growth opportunities, debt repayment and shareholder returns.

We believe there are reasonable investments for us to make in new initiatives and at our current resorts 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 facilities and accessing new markets for iGaming and online sports betting, including our acquisition of LeoVegas.

In allocating resources, our financial strategy is focused on maintaining and enhancing our existing properties, strategic growth 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 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 and non-gaming facilities and accessing new markets for iGaming and online sports betting.

We also leverage our management expertise and well-recognized brands through strategic partnerships and international expansion opportunities.

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In addition, we have implemented several improvement and cost cutting initiatives comprised of labor, sourcing, and revenue programs that have further improved our operating model and have positioned us as a stronger company.

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

In September 2021, we, together with our venture partner, ORIX, were selected by Osaka as the region’s integrated resort partner.

This selection marks an important step in our long-term bid to develop one of Japan’s first integrated casino resorts.

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

As it relates to BetMGM, we believe that BetMGM is positioned as a long-term leader in the U.S.

online sports betting and iGaming industries.

We have continued to focus on our key growth opportunities of developing an integrated resort in Japan, investing in BetMGM, investing in international digital opportunities, and exploring a full-scale commercial gaming opportunity in

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.

As it relates to BetMGM, we believe that BetMGM is well-positioned as a long-term leader in online sports betting and iGaming.

As part of our commitment to the success of BetMGM, we have integrated our MGM Rewards program with BetMGM and have BetMGM branded on-property sportsbooks and kiosks to drive higher value customers at lower acquisition costs through a robust omni-channel strategy.

Further, we continue to explore bringing full-scale commercial gaming to Empire City in New York.

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

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 believe technology, digital and advanced data science/analytics capabilities are critical to optimizing customer experience and loyalty, employee productivity and engagement, operational efficiency and revenue growth.

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

Environmental Sustainability

At MGM Resorts, we have had a long-standing commitment to environmental and social responsibility.

For over a decade, we have had a dedicated board committee focused on Corporate Social Responsibility (“CSR”).

In 2019, we had bolstered governance of these areas by uniting our key pillars of Diversity, Equity and Inclusion, Philanthropy and Community Engagement and Environmental Sustainability under one Executive Committee-level leader who manages the MGM Resorts Social Impact and Sustainability Center of Excellence, reports directly to the Chief Executive Officer and President, and serves as liaison to the CSR and Sustainability board committee.

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

ESG Reporting

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

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

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

This report adds to our work to publish disclosures aligned with the Global Reporting Initiative and Sustainability Accounting Standards Board Hotels & Lodging and Casinos & Gaming Sector Standards.

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

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, we have deployed a loyalty technology platform that allows customers to earn points through gaming and non-gaming activities, and increased mobile adoption with the digital check-in process.

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

Social Impact & Sustainability

At MGM Resorts, our commitment to environmental and social responsibility has been long-standing.

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

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.

This leader also oversees the Human Resources function and is thus able to integrate social impact and sustainability considerations more deeply into the core culture of our organization through proactive management of our human and social capital initiatives.

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.

Throughout 2023, we continued our progress on key social impact and sustainability initiatives and disclosures, supporting our commitment to MGM Resorts’ Focused on What Matters platform and the UN Sustainable Development Goals.

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.

This centralized collection of our key social impact and sustainability metrics including our corporate social impact and sustainability goals, metrics aligns with Global Reporting Initiative (“GRI”) standards, and metrics aligned with the Sustainability Accounting Standards Board (“SASB”) Hotels & Lodging and Casinos & Gaming sector standards.

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

As our catalog of reports aligned to leading social impact and sustainability frameworks has grown, we have updated our website to present these disclosures and policies at mgmresorts.com/en/company/esg.html.

The content on this website is for informational purposes only and such content is not incorporated by reference into this Annual Report on Form 10-K.

Energy & Carbon

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

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

• 45% reduction in Scope 1 & 2 carbon emissions intensity (pounds of carbon dioxide equivalent per square foot;

2007 baseline) by 2025;

• 50% reduction in absolute Scope 1 & 2 carbon emissions (metric tons of carbon dioxide equivalent;

Environmental Sustainability

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:

• 45% reduction in Scope 1 & 2 GHG emissions intensity (pounds of carbon dioxide equivalent per square foot;

2007 baseline) by 2025;

• 50% reduction in absolute Scope 1 & 2 GHG emissions (metric tons of carbon dioxide equivalent;

2019 baseline) by 2030 (SBTi validated);

• 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);

• 100% renewable electricity purchased in U.S.

and 80% purchased globally by 2030.

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

We are committed to using water responsibly across our operations and supply chain and we aim to drive long-term water efficiency by optimizing water systems and implementing water conservation measures.

In 2022, we developed a global water policy to codify our commitment to water stewardship and a strategic framework for addressing water use.

In addition, we enhanced our water-related disclosures by participating in the 2022 CDP Water Security Questionnaire and achieved an “A”, CDP’s highest score.

Our principal intellectual property consists of trademarks for, among others, Aria, Vdara, Bellagio, The Cosmopolitan, Borgata, Mandalay Bay, MGM, MGM Grand, MGM Resorts International, Luxor, Excalibur, New York-New York, Beau Rivage, Empire City, and LeoVegas, all of which have been registered or allowed in various classes in the United States and Europe, as applicable.

In addition, we have also registered or applied to register numerous other trademarks, such as The Mirage, in connection with our properties, facilities and development projects in the United States

and in various other foreign jurisdictions.

These trademarks are brand names under which we market our properties and services.

We consider these brand names to be important to our business since they have the effect of developing brand identification.

We believe that the name recognition, reputation and image that we have developed attract customers to our facilities.

Once granted, our trademark registrations are of perpetual duration so long as they are used and periodically renewed.

It is our intent to pursue and maintain our trademark registrations consistent with our goals for brand development and identification, and enforcement of our trademark rights.

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

Water Stewardship

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

Our goal is to enhance long-term water efficiency by optimizing water systems and implementing conservation measures.

In response to declining conditions in the Colorado River Basin, in 2022, we developed a water white paper that set the Company’s ambition for water stewardship including a strategic framework and a global water policy to codify our commitment.

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.

In addition, we continued our water-related disclosures by participating in the 2023 CDP Water Security questionnaire and achieved a score of “A-”, meeting the criteria for the top level (Leadership).

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.

GameSense is an industry-leading, enterprise-wide program that aligns responsible gambling policies with enhanced guest service and education.

It is designed to promote positive play experiences and help guests and employees make informed gaming decisions.

All MGM Resorts employees receive training to reinforce the Company’s commitment and approach to responsible gaming.

Human Capital

We are focused on fostering a people-driven culture exemplified by how we lead and uphold the following core values:

We are focused on fostering a people-driven culture exemplified by how we lead and uphold the following core company values:

Captivate Our Audience, Inspire Excellence, Champion Inclusion, and Win Together, to create an engaged and diverse workforce.

Our long-term people strategy is designed to enhance talent attraction and development to support business objectives, guest experience, community engagement, and financial goals.

Our workforce development strategies support local hiring and developing a robust workforce in the local communities in which we operate through veteran support, community training and employment, fulfilling local hiring commitments (where applicable), and through internship and management development programs.

In response to labor demands and agile staffing requirements, we have significantly streamlined our recruitment processes for faster sourcing and recruitment to meet business and operational needs.

Growth and Development

We invest significant resources to develop the talent needed, now and in the future, to continue to be a premier employer of choice across the gaming, hospitality, and entertainment industries.

We invest significant resources to develop the talent needed, now and for the future, to be a premier employer of choice across the gaming, hospitality, and entertainment industries.

We are committed to a culture of continuous learning where employees, at all levels, are engaged in developing their knowledge, skills, and abilities and we support the long-term career aspirations of our employees through education and professional/personal development.

We continue to introduce new learning and development initiatives focused on a broad range of employee segments.

We offer tuition reimbursement, contribute toward student loan debt repayment, and have partnered with the Nevada System of Higher Education to allow employees to earn a degree online free of charge for all credit hours.

Over the past year we have introduced several new talent management and development initiatives including a sabbatical program for our director level and above employees and enhanced employee recognition and onboarding programs applicable across all levels.

We continue to introduce new learning and development initiatives focused on a broad range of employee population segments.

We offer tuition reimbursement, contribute toward student loan debt repayment, and have partnered with the Nevada System of Higher Education to enable employees to earn a degree online free of charge for all credit hours.

Over the past year we have focused on growing our talent pipeline, reinforcing our leadership expectations and company culture across all leadership positions and enhancing employee recognition and onboarding programs applicable across all levels.

Diversity, Equity, and Inclusion (“DE&I”)

Our approach to DE&I is anchored by our corporate and people strategies and a social impact and sustainability approach that centers on embracing humanity.

A comprehensive framework lays out four strategic pillars to guide our work:

A comprehensive framework lays out five strategic pillars to guide our work:

invest in people;

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and enhance marketplace leadership and community relations.

As part of our commitment, we have committed to the following four long-range 2025 goals:

As part of our DE&I strategy, we have committed to the following four long-range 2025 goals:

(1) ensure that all employees have equal access to leadership opportunities, (2) spend at least 15% of our biddable procurement with diverse suppliers, (3) expand our Supplier Diversity Mentorship Program to achieve 150 graduates, and (4) train 100% of management employees on social impact and sustainability policies and goals.

In connection with each goal, we have established robust key performance indicators, which are tracked and published in our annual Social Impact and Sustainability Report and reviewed internally with management and our CSR & Sustainability Committee of the Board of Directors.

In addition, we have detailed internal Human Capital workforce reports, which include demographic and diversity data, and are reviewed with the CSR & Sustainability Committee of the Board, executive management, and leadership teams on a regular basis.

In addition, we have detailed internal Human Capital workforce reports, which include demographic and diversity data, and are reviewed with the Human Capital and Compensation Committee of the Board, executive management, and leadership teams on a regular basis.

Internally, we use multiple channels to facilitate communication and to continuously advance one of our core values, Champion Inclusion.

The channels include but are not limited to open forums with executives, employee engagement surveys with detailed action planning, and employee network groups.

Work in the area of diversity, equity, and inclusion is advanced through a range of programs and initiatives which include employee education and training, community partnerships, recruitment and talent development, advocacy, engagement and outreach and through internal groups like our Supplier Diversity and ESG task forces.

Responsibility is driven and led by our Chief People, Inclusion and Sustainability Officer, who reports directly to the Chief Executive Officer and President, and is supported by a centralized Diversity and Inclusion team and the Human Resources department.

The channels include but are not limited to open forums and conversations with executives, employee engagement surveys with detailed action planning, and employee and business network groups.

Work in the areas of diversity, equity, and inclusion is advanced through a range of programs and initiatives which include employee education and training, community partnerships, recruitment and talent development, advocacy,

engagement and outreach and through internal groups like our Supplier Diversity, Global Sales, Human Resources, and Social Impact and Sustainability task forces.

Responsibility is driven and led by our Chief People, Inclusion and Sustainability Officer, who reports directly to the Chief Executive Officer and President, and is supported by a centralized Diversity, Equity and Inclusion team and the Human Resources department.

Health, Safety, and Wellness

To promote our culture of overall employee health and wellness we provide benefits, tools and resources to help maintain or improve physical, emotional, and financial health.

We continue to align benefit offerings to the needs of a diverse workforce across an expanded regional presence and leverage innovative digital solutions to expand access to health and wellness resources, including the recent launch of the World of Wellbeing (WOW), our holistic approach that focuses on the whole person.

In addition, in 2022, we continued to ensure our employees’ continued health, safety, and wellness in response to COVID-19.

Our approach to employee health and wellness is holistic and multi-dimensional, focusing on the four pillars of the World of Wellbeing (WOW):

physical, emotional, financial and community.

It is our priority to provide equitable benefit offerings that support the needs of a diverse workforce.

We continue to expand access to health and wellness resources such as the recent addition of an online caregiving platform that connects employees with resources that can support and provide care for their loved ones.

Community Engagement and Philanthropy

Our philanthropic focus centers around:

Embracing Humanity and Protecting the Planet .

We organize our major programs and initiatives under the pillars of caring for one another and investing in our communities .

We established the MGM Resorts Foundation in 2002 as an engagement opportunity for employees to contribute to charitable causes, which provides two types of grants (1) the Employee Emergency Grant, which benefits our employees, and (2) the Community Grant, which benefits local communities.

We endeavor to care for our communities through volunteerism and philanthropy and encourage all our employees to volunteer through a variety of programs.

In addition, we offer opportunities for our employees to give back to their communities, including through programs such as VolunteerREWARDS, which provides employees with opportunities to earn grant money to the non-profit of choice based on volunteer hours.

Our approach, grounded by Focused on What Matters:

Embracing Humanity and Protecting the Planet , articulates our purpose and our commitment to a set of priorities and goals intended to inspire actions that will have an enduring impact on the world.

We understand our responsibility to contribute to the social and economic progress of the communities in which we operate and are invested in growing and supporting such communities.

Our strategies aim to reflect, sustain, and build on the best aspects of a community by creating good jobs, providing strong wages, teaching resilient skills, and implementing workforce development opportunities for diverse groups of people.

We encourage active engagement in volunteerism and philanthropic opportunities, from serving local community needs to supporting global commitments.

We instill philanthropic commitment and pride through our employee foundation.

The MGM Resorts Foundation was established in 2002 to facilitate engagement opportunities that allow employees to contribute to charitable causes of their choice by providing two types of grants:

(1) the Employee Emergency Grant, which benefits our employees, and (2) the Community Grant, which benefits local communities.

In an effort to foster employee engagement in our philanthropic efforts, MGM Resorts established a Matching Gifts program in 2021, matching one-time employee donations to the Community Grant Fund.

Employees and Labor Relations

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Collective bargaining agreements covering multiple bargaining units at our Regional Operations and Las Vegas Strip Resorts are scheduled to expire in 2024.

This includes agreements with the Local Joint Executive Board of Las Vegas for eight of our Las Vegas Strip resorts and covering approximately 22,000 bargaining unit employees in Las Vegas;

those agreements are scheduled to expire May 31, 2023.

Additionally, collective bargaining agreements covering all bargaining units at Beau Rivage in Mississippi, two bargaining units at MGM Grand Detroit, the front services, parking, warehouse and facilities bargaining units at MGM National Harbor, transportation bargaining units in Las Vegas, all bargaining units at MGM Northfield Park, and a number of smaller bargaining units in both Las Vegas and regional resorts are expiring in 2023.

This includes agreements with the Local Joint Executive Board of Las Vegas for The Signature and Vdara, which are scheduled to expire May 31, 2024.

Also expiring in 2024 are collective bargaining agreements with the International Brotherhood of Teamsters covering three Las Vegas properties and one bargaining unit at Empire City, with the International Union of Operating Engineers covering our Las Vegas strip properties and the T-Mobile Arena, as well as at MGM Springfield and the Mass Mutual Center, and the collective bargaining agreement with UNITE HERE at MGM National Harbor.

A number of collective bargaining agreements for smaller bargaining units in both Las Vegas and regional resorts are also expiring in 2024.

Negotiations for successor contracts will be scheduled with our employees’ collective bargaining representatives as contract expiration dates approach and will continue throughout 2024.

As of December 31, 2022, none of the employees of MGM China or LeoVegas are part of a labor union and the MGM China resorts and LeoVegas are not party to any collective bargaining agreements.

As of December 31, 2023, none of the employees of MGM China or LeoVegas are part of a labor union and MGM China and LeoVegas are not party to any collective bargaining agreements.

Intellectual Property

We use a variety of trade names, service marks, trademarks, patents and copyrights in our operations and believe that we have the rights necessary to conduct our continuing operations.

The development of intellectual property is part of our overall business strategy, and we regard our intellectual property as an important element of our success.

While our business as a whole is not substantially dependent on any one patent, trademark, or copyright, we seek to establish and maintain our proprietary rights in our business operations and technology through the use of patents, trademarks, copyrights, and trade secret laws.

We believe that our principal intellectual property consists of trademarks for, among others, Aria, Vdara, Bellagio, The Cosmopolitan, Borgata, Mandalay Bay, MGM, MGM Grand, MGM Resorts International, Luxor, Excalibur, New York-New York, Park MGM, Beau Rivage, Empire City, and LeoVegas, all of which have been registered or allowed in various classes in the United States and foreign jurisdictions around the world, as applicable.

In addition, we have also registered or applied to register numerous other trademarks, such as The Mirage, in connection with our properties, facilities and development projects in the United States and in various other foreign jurisdictions.

These trademarks are brand names under which we market our properties and services.

We consider these brand names to be important to our

business since they have the effect of developing brand identification.

We believe that the name recognition, reputation and image that we have developed for our brands attract customers to our facilities.

Once granted, our trademark registrations are of perpetual duration so long as they are used and periodically renewed.

It is our intent to pursue and maintain our trademark registrations consistent with our goals for brand development and identification, and enforcement of our trademark rights.

Government Regulation and Licensing

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In addition, we are subject to certain federal, state and local environmental laws, regulations and ordinances, including the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act and the Oil Pollution Act of 1990.

Under various federal, state and local laws and regulations, an owner or operator of real property may be held liable for the costs of removal or

remediation of certain hazardous or toxic substances or wastes located on its property, regardless of whether or not the present owner or operator knows of, or is responsible for, the presence of such substances or wastes.

Under various federal, state and local laws and regulations, an owner or operator of real property may be held liable for the costs of removal or remediation of certain hazardous or toxic substances or wastes located on its property, regardless of whether or not the present owner or operator knows of, or is responsible for, the presence of such substances or wastes.

We have not identified any issues associated with our properties that could reasonably be expected to have an adverse effect on us or the results of our operations.

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Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “will,” “may” and similar references to future periods.

Examples of forward-looking statements include, but are not limited to, statements we make regarding the impact of COVID-19 on our business, expectations regarding the impact of macroeconomic trends on our business, our ability to execute on ongoing and future strategic initiatives, including the development of an integrated resort in Japan and investments we make in online sports betting and iGaming, our expectations regarding our intent to respond to the request for application for a downstate commercial gaming license in New York, amounts we will spend on capital expenditures and investments, our expectations with respect to future share repurchases and cash dividends on our common stock, dividends and distributions we will receive from MGM China, our ability to achieve the benefits of our cost savings initiatives, amounts projected to be realized as deferred tax assets, and our ability to achieve our public social impact and sustainability goals.

Examples of forward-looking statements include, but are not limited to:

statements we make regarding expectations regarding the impact of macroeconomic trends on our business;

our ability to execute on ongoing and future strategic initiatives, including the development of an integrated resort in Japan, a commercial gaming facility in New York, expectations regarding the potential opportunity for gaming expansion in Dubai, and investments we make in online sports betting and iGaming, the expansion of LeoVegas and the MGM digital brand;

positioning BetMGM as a leader in sports betting and iGaming;

amounts we will spend on capital expenditures and investments;

our expectations with respect to future share repurchases and cash dividends on our common stock;

dividends and distributions we will receive from MGM China;

amounts projected to be realized as deferred tax assets;

our ability to achieve our public social impact and sustainability goals;

the impact to our business, operations and reputation from, and expenses and uncertainties associated with, the Cybersecurity Issue;

the timing and outcome of the claims and class actions against the Company and of the investigations by state and federal regulators, related to the Company’s September 2023 cybersecurity issue, and the availability of cybersecurity insurance proceeds and the nature and scope of any claims, litigation or regulatory proceedings that may be brought against us.

The foregoing is not a complete list of all forward-looking statements we make.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict.

Because forward-looking statements relate to the future, they are subject to inherent

uncertainties, risks, and changes in circumstances that are difficult to predict.

Our actual results may differ materially from those contemplated by the forward-looking statements.

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Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, regional, national or global political, economic, business, competitive, market, and regulatory conditions and the following:

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

• our substantial indebtedness and significant financial commitments, including our rent payments under our triple-net leases and guarantees we provide of the indebtedness of the landlords of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could adversely affect our development options and financial results and impact our ability to satisfy our obligations;

• current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments, including the fixed components of our rent payments, and to make planned expenditures;

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

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

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

• the susceptibility of leisure and business travel, especially travel by air, to global geopolitical events, such as terrorist attacks, other acts of violence, acts of war or hostility or outbreaks of infectious disease (including the COVID-19 pandemic);

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

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

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

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

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

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

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

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

• the possibility that we may not achieve our ESG related goals or that our ESG initiatives may not result in their intended or anticipated benefits;

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

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

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

• we may not achieve our social impact and sustainability related goals or that our social impact and sustainability initiatives may not result in their intended or anticipated benefits;

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

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

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

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

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

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

• disruptions in the availability of our computer systems, through cyber-attacks or otherwise, which could impact our ability to service our customers and adversely affect our sales and the results of operations;

• 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;

• disruptions in the availability of our information and other systems (including our website and digital platform) or those of third parties on which we rely, through cyber-attacks or otherwise, which could adversely impact our ability to service our customers and affect our sales and the results of operations;

• impact to our business, operations, and reputation from, and expenses and uncertainties associated with, a cybersecurity incident, including the Cybersecurity Issue that occurred in September 2023, and any related legal proceedings, other claims or investigations, and costs of remediation, restoration, or enhancement of information technology systems;

• the availability of cybersecurity insurance proceeds;

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

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

• the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM China.

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Sanders has served as Chief Operating Officer since December 2020.

Previously, he served as Chief Financial Officer and Treasurer from March 2019 to January 2021, as Chief Operating Officer from September 2010 through February 2019, as Chief Operating Officer for the Company’s Core Brand and Regional Properties from August 2009 to September 2010, as Executive Vice President—Operations from August 2007 to August 2009, and as Executive Vice President and Chief Financial Officer for MGM Grand Resorts from April 2005 to August 2007.

September 2010, as Executive Vice President—Operations from August 2007 to August 2009, and as Executive Vice President and Chief Financial Officer for MGM Grand Resorts from April 2005 to August 2007.

Halkyard has served as Chief Financial Officer and Treasurer since January 2021.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business