What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-23 compared with 2023-02-24 · 358 added, 497 removed, 1189 unchanged (42% of the section changed)

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Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets — December 31, 2022 and 2021

Years Ended December 31, 2022, 2021 and 2020

Consolidated Balance Sheets

Consolidated Statements of Operations

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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, 2023, of the Company and our report dated February 23, 2024, expressed an unqualified opinion on those financial statements.

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.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters 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) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

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;

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

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

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

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

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

Critical Audit Matter

The critical audit matter communicated below 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) 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

MGM Grand Paradise gaming concession — Refer to Note 7 to the financial statements

Critical Audit Matter Description

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

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

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

Under the new gaming law, 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.

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

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

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

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

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

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

General Intangibles Other than Goodwill, involved challenging, subjective, and complex judgments.

Gaming in Macau is currently administered by the Macau Government through concessions awarded to six different concessionaires.

On December 16, 2022, MGM Grand Paradise was awarded a ten-year concession contract to permit the operation of games of chance or other games in casinos in Macau, which commenced on January 1, 2023.

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.

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

How the Critical Audit Matter Was Addressed in the Audit

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

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

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

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

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

Our audit procedures related to the recording of an intangible asset and a corresponding liability for the MGM Grand Paradise gaming concession included the following, among others:

• 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.

• With the assistance of our fair value specialists, we evaluated the reasonableness of management’s selected discount rate by:

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

◦ Developing an independent estimate and comparing it to the discount rate selected by management.

/s/ Deloitte & Touche LLP

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Cash and cash equivalents $ 2,927,833 $ 5,911,893

Restricted cash — 500,000

Accounts receivable, net 929,135 852,149

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Retained earnings 3,664,008 4,794,239

Accumulated other comprehensive income (loss) 33,499 ( 24,616 )

Accumulated other comprehensive income 143,896 33,499

Total MGM Resorts International stockholders' equity 3,811,170 4,831,529

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Income (loss) from unconsolidated affiliates ( 62,104 ) ( 160,213 ) 84,823

Operating income (loss) 1,439,372 2,278,699 ( 642,434 )

Operating income 1,891,497 1,439,372 2,278,699

Non-operating income (expense)

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( 418,734 ) ( 535,573 ) ( 816,895 )

Income (loss) before income taxes 903,799 1,461,804 ( 1,511,479 )

Benefit (provision) for income taxes ( 697,068 ) ( 253,415 ) 191,572

Net income (loss) 206,731 1,208,389 ( 1,319,907 )

Net loss attributable to noncontrolling interests 1,266,362 45,981 287,183

Net income (loss) attributable to MGM Resorts International $ 1,473,093 $ 1,254,370 $ ( 1,032,724 )

Earnings (loss) per share

Income before income taxes 1,472,763 903,799 1,461,804

Provision for income taxes ( 157,839 ) ( 697,068 ) ( 253,415 )

Net income 1,314,924 206,731 1,208,389

Net (income) loss attributable to noncontrolling interests ( 172,744 ) 1,266,362 45,981

Net income attributable to MGM Resorts International $ 1,142,180 $ 1,473,093 $ 1,254,370

Earnings per share

Basic $ 3.22 $ 3.52 $ 2.44

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2023 2022 2021

Net income (loss) $ 206,731 $ 1,208,389 $ ( 1,319,907 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment 27,336 ( 24,655 ) 27,762

Unrealized gain (loss) on cash flow hedges 37,692 34,788 ( 79,365 )

Other comprehensive income (loss) 65,028 10,133 ( 51,603 )

Comprehensive income (loss) 271,759 1,218,522 ( 1,371,510 )

Comprehensive loss attributable to noncontrolling interests 1,249,085 35,700 309,969

Comprehensive income (loss) attributable to MGM Resorts International $ 1,520,844 $ 1,254,222 $ ( 1,061,541 )

Net income $ 1,314,924 $ 206,731 $ 1,208,389

Other comprehensive income, net of tax:

Foreign currency translation 109,278 27,336 ( 24,655 )

Cash flow hedges — 37,692 34,788

Other 936 — —

Other comprehensive income 110,214 65,028 10,133

Comprehensive income 1,425,138 271,759 1,218,522

Comprehensive (income) loss attributable to noncontrolling interests ( 172,562 ) 1,249,085 35,700

Comprehensive income attributable to MGM Resorts International $ 1,252,576 $ 1,520,844 $ 1,254,222

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

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Cash flows from operating activities

Net income (loss) $ 206,731 $ 1,208,389 $ ( 1,319,907 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Net income $ 1,314,924 $ 206,731 $ 1,208,389

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 814,128 3,482,050 1,150,610

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Property transactions, net ( 370,513 ) ( 1,036,997 ) ( 67,736 )

Foreign currency transaction loss

106,428 19,081 12,551

Gain on REIT transactions, net — ( 2,277,747 ) —

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Noncash lease expense 516,120 437,603 188,917

Other investment gains ( 12,430 ) ( 28,417 ) —

Other investment losses (gains)

1,112 ( 12,430 ) ( 28,417 )

Loss (income) from unconsolidated affiliates 63,136 183,670 ( 1,580 )

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

Net cash provided by (used in) operating activities 1,756,462 1,373,423 ( 1,493,043 )

Net cash provided by operating activities 2,690,777 1,756,462 1,373,423

Cash flows from investing activities

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Proceeds from sale of operating resorts 460,392 1,054,313 —

Proceeds from repayment of principal on note receivable

Proceeds from real estate transactions — 4,373,820 3,888,431

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Investments and other ( 125,947 ) ( 523,361 ) 46,110

Net cash provided by investing activities 2,118,181 1,543,645 2,159,304

Net cash provided by (used in) investing activities ( 714,175 ) 2,118,181 1,543,645

Cash flows from financing activities

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Debt issuance costs ( 21,535 ) ( 1,367 ) ( 18,726 )

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

Issuance of MGM Growth Properties Class A shares, net — — 792,851

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Other ( 131,180 ) ( 110,907 ) ( 159,290 )

Net cash provided by (used in) financing activities ( 3,024,302 ) ( 2,814,095 ) 2,103,427

Net cash used in financing activities ( 5,004,631 ) ( 3,024,302 ) ( 2,814,095 )

Effect of exchange rate on cash, cash equivalents, and restricted cash ( 19,401 ) 8,926 ( 1,551 )

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Cash, cash equivalents, and restricted cash

Net increase for the period 833,329 101,422 2,772,033

Net change for the period ( 3,021,492 ) 833,329 101,422

Balance, beginning of period 6,036,388 5,203,059 5,101,637

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Federal, state and foreign income taxes paid, net 344,397 22,955 43,018

Non-cash investing and financing activities

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

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

Non-cash financing activities

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

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

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

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(In thousands )

Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Income (Loss) Total MGM Resorts International Stockholders' Equity

Common Stock Capital in Excess of Par Value

Retained Earnings Accumulated Other Comprehensive Income (Loss) Total MGM Resorts International Stockholders' Equity

Noncontrolling Interests Total Stockholders' Equity

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Balances, January 1, 2021 494,318 $ 4,943 $ 3,439,453 $ 3,091,007 $ ( 30,677 ) $ 6,504,726 $ 4,675,182 $ 11,179,908

Net loss — — — ( 1,032,724 ) — ( 1,032,724 ) ( 293,401 ) ( 1,326,125 )

Net income (loss) — — — 1,254,370 — 1,254,370 ( 55,793 ) 1,198,577

Currency translation adjustment — — — — ( 13,871 ) ( 13,871 ) ( 10,784 ) ( 24,655 )

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MGP dividend payable to Class A shareholders — — — — — — ( 82,294 ) ( 82,294 )

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

Repurchases of common stock ( 43,088 ) ( 430 ) ( 1,753,079 ) — — ( 1,753,509 ) — ( 1,753,509 )

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MGP Class A share issuance — — 99,934 — 3,240 103,174 656,361 759,535

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

Redemption of MGP OP units — — 171,332 — 5,327 176,659 ( 227,487 ) ( 50,828 )

MGM Springfield transaction — — ( 133,844 ) — — ( 133,844 ) 172,749 38,905

Other — — ( 10,312 ) — ( 2,358 ) ( 12,670 ) 2,341 ( 10,329 )

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Cash distributions to noncontrolling interest owners

— — — — — — ( 95,622 ) ( 95,622 )

Dividends declared and paid to common shareholders ($ 0.01 per share)

— — — ( 4,048 ) — ( 4,048 ) — ( 4,048 )

MGP dividend payable to Class A shareholders — — — — — — ( 82,294 ) ( 82,294 )

Issuance of restricted stock units — — 1,941 — — 1,941 186 2,127

Repurchases of common stock ( 76,404 ) ( 764 ) ( 1,759,059 ) ( 1,015,394 ) — ( 2,775,217 ) — ( 2,775,217 )

Adjustment of redeemable noncontrolling interest to redemption value — — ( 31,888 ) — — ( 31,888 ) — ( 31,888 )

MGP Class A share issuances — — 99,934 — 3,240 103,174 656,361 759,535

Redemption of MGP OP units — — 171,332 — 5,327 176,659 ( 227,487 ) ( 50,828 )

MGM Springfield transaction — — ( 133,844 ) — — ( 133,844 ) 172,749 38,905

Deconsolidation of MGP — — — — 11,084 11,084 ( 3,184,710 ) ( 3,173,626 )

Other — — 213 — ( 720 ) ( 507 ) 5,611 5,104

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379,088 3,791 — 4,794,239 33,499 4,831,529 378,594 5,210,123

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

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

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

Cash flow hedges — — — — 13,483 13,483 24,209 37,692

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

Issuance of common stock pursuant to stock-based compensation awards 1,787 18 ( 22,529 ) ( 9,318 ) — ( 31,829 ) — ( 31,829 )

Cash distributions to noncontrolling interest owners — — — — — — ( 95,622 ) ( 95,622 )

Dividends declared and paid to common shareholders ($ 0.01 per share)

— — — ( 4,048 ) — ( 4,048 ) — ( 4,048 )

Distributions to noncontrolling interest owners — — — — — — ( 29,566 ) ( 29,566 )

Issuance of restricted stock units — — 1,701 — — 1,701 — 1,701

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Adjustment of redeemable noncontrolling interest to redemption value — — 2,129 — — 2,129 — 2,129

Deconsolidation of MGP — — — — 11,084 11,084 ( 3,184,710 ) ( 3,173,626 )

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

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MGM Resorts International, a Delaware corporation, (together with its consolidated subsidiaries, unless otherwise indicated or unless the context requires otherwise, the “Company”) is a global gaming and entertainment company with domestic and international locations featuring hotels and casinos, convention, dining, and retail offerings, and sports betting and online gaming operations.

The Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas (“The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), The Mirage (until its disposition in December 2022), Mandalay Bay, Luxor, New York-New York, Park MGM, and Excalibur.

The Company also operates MGM Grand Detroit in Detroit, Michigan, MGM National Harbor in Prince George’s County, Maryland, MGM Springfield in Springfield, Massachusetts, Borgata in Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in Northfield Park, Ohio, and the following resorts in Mississippi:

Beau Rivage in Biloxi and Gold Strike Tunica in Tunica (until its disposition in February 2023).

As of December 31, 2023, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas (“The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), Mandalay Bay, Luxor, New York-New York, Park MGM, and Excalibur.

Additionally, the Company operates The Park, a dining and entertainment district located between New York-New York and Park MGM.

The Company leases the real estate assets of its domestic resorts pursuant to triple-net lease agreements, as further discussed in Note 11.

The Company leases the real estate assets of its domestic properties pursuant to triple-net lease agreements, as further discussed in Note 11.

The Company has an approximate 56 % controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A.

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MGM Grand Paradise owns and operates MGM Macau and MGM Cotai, two integrated casino, hotel and entertainment resorts in Macau, as well as the related gaming concession and land concessions.

The Company also has an approximate 98 % controlling interest in LeoVegas AB (“LeoVegas”), a consolidated subsidiary that has global online gaming operations headquartered in Sweden and Malta.

The Company also owns LV Lion Holding Limited (“LeoVegas”), a consolidated subsidiary that has global online gaming operations headquartered in Sweden and Malta.

Additionally, the Company and its venture partner, Entain plc, each have a 50 % ownership interest in BetMGM, LLC (“BetMGM”), an unconsolidated affiliate, which provides online sports betting and gaming in certain jurisdictions in North America.

MGP and the VICI Transaction.

Prior to the closing of the VICI Transaction (defined below), MGM Growth Properties LLC (“MGP”) was a consolidated subsidiary of the Company.

Substantially all of its assets were owned by and substantially all of its operations were conducted through MGM Growth Properties Operating Partnership LP (“MGP OP”).

MGP had two classes of common shares:

Class A shares and a single Class B share.

The Company owned MGP’s Class B share, through which it held a controlling interest in MGP as it was entitled to an amount of votes representing a majority of the total voting power of MGP’s shares.

The Company and MGP each held MGP OP units representing limited partner interests in MGP OP.

Immediately prior to the VICI Transaction, the Company owned 41.5 % of MGP OP units, and MGP held the remaining 58.5 % ownership interest in MGP OP.

Additionally, the Company had leased the real estate assets of certain of its domestic properties from MGP OP, as further discussed in Note 18, and the real estate assets of Mandalay Bay and MGM Grand Las Vegas from a venture that was 50.1 % owned by a subsidiary of MGP OP and 49.9 % by a subsidiary of Blackstone Real Estate Investment Trust, Inc.

(“BREIT”, such venture, the “VICI BREIT Venture”).

On April 29, 2022, the Company 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”), with the Company retaining an approximate 1 % ownership interest in VICI Properties OP LLC (“VICI OP”).

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

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

Refer to Note 4 for further discussion of the transactions.

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

Refer to Note 11 for further discussion of the lease.

The Cosmopolitan acquisition.

On May 17, 2022, the Company acquired the operations of The Cosmopolitan.

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

Refer to Note 4 for additional information on this acquisition and Note 11 for further discussion of the lease.

LeoVegas acquisition.

On September 7, 2022, the Company acquired LeoVegas.

Refer to Note 4 for additional information on this acquisition.

The Mirage transaction.

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

(“Hard Rock”).

Refer to Note 4 for additional information on this disposition.

Gold Strike Tunica transaction.

On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC (“CNE”), a subsidiary of Cherokee Nation Business.

Refer to Note 4 for additional information on this disposition.

CityCenter acquisition.

On September 27, 2021, the Company acquired the 50 % ownership interest in CityCenter Holdings, LLC (“CityCenter”) held by Infinity World Development Corp (“Infinity World”), a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity.

CityCenter is located between Bellagio and Park MGM and consists of Aria, an integrated casino, hotel and entertainment resort;

and Vdara, a luxury condominium-hotel.

Refer to Note 4 for additional information on this acquisition.

On September 28, 2021, the Company sold the real estate assets of Aria (including 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 the Company, as further discussed in Note 11.

MGM Grand Las Vegas and Mandalay Bay transaction.

On February 14, 2020, the Company 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 VICI BREIT Venture.

In exchange for the contribution of the real estate assets, the Company 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.

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

The Company recorded the difference between consideration received of $ 2.5 billion and the carrying value of the MGM Grand Las Vegas real estate assets of $ 733 million and selling costs of $ 27 million as a net gain on sale of assets of $ 1.7 billion, which is reflected within “Gain on REIT transactions, net” in the consolidated statements of operations.

The Company also recorded the difference between consideration received of $ 2.1 billion and the carrying value of the Mandalay Bay real estate assets of $ 2.3 billion and selling costs of $ 10 million as a net loss on sale of assets of $ 252 million, which is reflected within “Gain on REIT transactions, net” in the consolidated statements of operations.

In connection with the transactions, the Company provides a shortfall guarantee of the principal amount of indebtedness of VICI BREIT Venture (and any interest accrued and unpaid thereon) as further discussed in Note 12.

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 a subsidiary of the Company for the real estate assets of Mandalay Bay and MGM Grand Las Vegas.

Refer to Note 11 for a discussion of the lease.

MGM Grand Paradise gaming subconcession and gaming concession.

Gaming in Macau is currently administered by the Macau Government through concessions awarded to six different concessionaires.

Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A.

(formerly Sociedade de Jogos de Macau, S.A.), a gaming subconcession was acquired by MGM Grand Paradise for the right to operate casino games of chance and other casino games for a period commencing on April 20, 2005 through March 31, 2020.

Pursuant to the then-existing Macau gaming law, upon reaching the maximum duration foreseen in the law (up to a maximum term of 20 years), the term of the concessions may be extended one or more times by order of the Chief Executive, which period may not exceed, in total, 5 years.

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

On June 23, 2022, MGM Grand Paradise entered into an addendum to its subconcession pursuant to which its gaming subconcession was extended to December 31, 2022 (refer to Note 7 for additional considerations relating to the gaming subconcession).

In connection with the extension, MGM Grand Paradise paid the Macau government MOP 47 million (approximately $ 6 million).

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

The new gaming law was approved by the Macau Legislative Assembly on June 21, 2022 and published in the Macau Official Gazette on June 22, 2022.

The enactment of the new gaming law preceded the public tender for the awarding of new gaming concessions for which the rules of the public tender

were published on July 1, 2022, which outlined the details for the bidding, the qualifications of bidding companies, and the criteria for granting the new gaming concessions.

On December 16, 2022, MGM Grand Paradise was awarded a concession contract to permit the operation of games of chance or other games in casinos in Macau for a period of ten years, commencing on January 1, 2023.

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.

Reportable segments.

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See Note 17 for additional information about the Company’s segments.

Impact of COVID-19.

The spread of the novel 2019 coronavirus (“COVID-19”) and developments surrounding the global pandemic have had a significant impact on the Company’s business, financial condition, results of operations and cash flows in 2020, 2021 and 2022 and may continue to impact the Company's business thereafter.

In March 2020, all of the Company’s 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 the Company’s properties that were temporarily closed re-opened to the public, with temporary re-closures and re-openings occurring for certain of the Company’s properties or portions thereof into the first quarter of 2021.

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

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

As of December 31, 2022, all of the Company’s 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.

In Macau, following a temporary closure of the Company’s 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 the Company’s 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 remained 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 the Company’s Macau properties.

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

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

NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary.

Bellagio BREIT Venture (as defined in Note 11) and Osaka IR KK are VIEs in which the Company is not the primary beneficiary because it does not have power on its own to direct the activities that could potentially be significant to the ventures and, accordingly, does not consolidate the ventures.

The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.

The Company performs this analysis on an ongoing basis .

The venture (the “Bellagio BREIT Venture”) that is 5 % owned by a subsidiary of the Company and 95 % owned by a subsidiary of BREIT is a VIE because the equity holders as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance.

The Company is not the primary beneficiary of Bellagio BREIT Venture because the Company does not have power to direct the activities that could potentially be significant to the venture as BREIT, as the managing member, has such power;

accordingly, the Company does not consolidate the venture.

The Company’s maximum exposure to loss in Bellagio BREIT Venture is equal to the carrying value of its investment of $ 56 million as of December 31, 2022, assuming no future capital funding requirements, plus the exposure to loss resulting from the Company’s guarantee of the debt of Bellagio BREIT Venture, which guarantee is immaterial as of December 31, 2022, as further discussed in Note 12.

For entities determined not to be a VIE, the Company consolidates such entities in which the Company owns 100 % of the equity.

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For these entities, the Company records a noncontrolling interest in the consolidated balance sheets and all intercompany balances and transactions are eliminated in consolidation.

If the entity does not qualify for consolidation under the voting interest model and the Company has significant influence over the operating and financial decisions of the entity, the Company generally accounts for the entity under the equity method, such as BetMGM, which does not qualify for consolidation as the Company has joint control, given the entity is structured with substantive participating rights whereby both owners participate in the decision making process, which prevents the Company from exerting a controlling financial interest in such entity, as defined in ASC 810.

For entities over which the Company does not have significant influence, such as VICI OP, the Company accounts for its equity investment under ASC 321.

For entities over which the Company does not have significant influence, the Company accounts for its equity investment under ASC 321.

Reclassifications.

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Equity investments.

Fair value is measured based upon trading prices on the applicable securities exchange for equity investments for which the Company has elected the fair value option of Accounting Standards Codification (“ASC”) 825, such as LeoVegas (prior to consolidation), and equity investments accounted for under ASC 321 that have a readily determinable fair value, such as VICI OP.

Fair value is measured based upon trading prices on the applicable securities exchange for equity investments for which the Company has elected the fair value option of ASC 825, and equity investments accounted for under ASC 321 that have a readily determinable fair value.

The fair value of these investments was $ 435 million and $ 461 million as of December 31, 2023 and 2022, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets.

Gains and losses are recorded in “Other, net” in the statements of operations.

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

For the years ended December 31, 2022 and 2021, the Company recorded a net gain on its equity investments of $ 10 million and $ 28 million, respectively.

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The Company’s investments in debt securities are classified as trading securities and recorded at fair value.

Gains and losses are recorded in “Other, net” in the statement of operations.

Gains and losses are recorded in “Other, net” in the statements of operations.

Debt securities are considered cash equivalents if the criteria for such classification is met or otherwise classified as short-term investments within “Prepaid expenses and other” since the investment of cash is available for current operations.

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Money market funds Level 1 $ 18,828 $ 12,009

Commercial paper and certificates of deposit Level 2 5,992

Commercial paper

Level 2 — 5,992

Cash and cash equivalents 18,828 18,001

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Corporate bonds Level 2 364,926 213,875

Asset backed securities

Level 2 7,170 —

Short-term investments 419,705 284,706

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Cash and cash equivalents.

Cash and cash equivalents include cash on hand, investments and interest-bearing instruments that are highly liquid with maturities of 90 days or less at the date of acquisition.

Book overdraft balances resulting from the Company’s cash management program are recorded within “Accounts and construction payable.”

Cash and cash equivalents consist of cash and highly liquid investments with maturities of 90 days or less at the date of purchase.

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

Restricted cash.

Cash held in an escrow account related to the reverse termination fee that was contractually required to be prefunded for The Cosmopolitan acquisition was reflected as “Restricted Cash” on the consolidated balance sheets as of December 31, 2021.

“Restricted Cash” and “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of December 31, 2021.

MGM China’s pledged cash of $ 124 million securing the bank guarantees discussed in Note 12 is restricted in use and classified within “Other long-term assets, net.” Such amount plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of December 31, 2022.

MGM China’s pledged cash of $ 87 million and $ 124 million as of December 31, 2023 and 2022, respectively, securing the bank guarantees discussed in Note 12 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of December 31, 2023 and 2022.

Accounts receivable and credit risk.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of casino receivables.

The Company issues credit following background checks and investigations of creditworthiness.

The Company issues credit following assessments of creditworthiness.

At December 31, 2023 and 2022, approximately 54 % and 52 %, respectively, of the Company’s gross accounts receivable related to casino receivables.

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All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses.

In connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which is now the legal owner of the reverted gaming assets.

In connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022 as further discussed in Note 7, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which is now the legal owner of the reverted gaming assets.

On January 1, 2023 and in connection with the commencement of the gaming concession, the gaming assets were temporarily transferred to MGM Grand Paradise for the duration of the gaming concession in return for annual payments.

As the Company will continue to operate the gaming assets in the same manner as under the gaming subconcession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of assets for the economic life of the assets as the Company assumes it will be successful in the awarding of a new concession at the end of the current term, the Company will continue to recognize the reverted gaming assets within “Property and equipment” and depreciate the assets over their remaining estimated useful lives.

As the Company will continue to operate the gaming assets in the same manner as under the gaming subconcession, obtain substantially all of the economic benefits, and bear all of the risks arising from the use of assets for the economic life of the assets, the Company will continue to recognize the reverted gaming assets within “Property and equipment” and depreciate the assets over their remaining estimated useful lives.

Capitalized interest.

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Indefinite-lived intangibles consist of trademarks and certain of our gaming licenses.

Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between

annual test dates in certain circumstances.

Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances.

The Company performs its annual impairment tests in the fourth quarter of each fiscal year.

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If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss is recognized equal to the difference.

Other intangible assets that have a finite life, including MGM Grand Paradise’s gaming subconcession, other gaming rights in certain jurisdictions where the nature or extent of the renewal process is uncertain, customer lists, and technology, are amortized on a straight-line basis over their estimated useful lives.

Other intangible assets that have a finite life, including gaming rights in certain jurisdictions where the nature or extent of the renewal process is uncertain, customer lists, and technology, are amortized on a straight-line basis over their estimated useful lives.

The Company reviews the carrying amount of its amortizing intangible assets for possible impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

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Note receivable.

In connection with the sale of Circus Circus Las Vegas and the adjacent land in December 2019, the Company received a secured note due in 2024 with a face value of $ 163 million and fair value of $ 134 million.

The note has a stated interest rate of 3 % for the first two years, 4 % for following two years, and 4.5 % for the fifth year and is secured by the borrower with the land adjacent to Circus Circus Las Vegas as collateral with an effective interest rate of 7.31 %.

The interest on the note, which is comprised of the stated interest and the discount on the note, amortizes into interest income using the effective interest method over the length of the agreement.

The carrying value of the note receivable was $ 167 million and $ 155 million as of December 31, 2022 and 2021, respectively, and was recorded within “Other long-term assets, net” in the consolidated balance sheets.

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.

As of December 31, 2022, the carrying value of the note receivable was $ 167 million and was recorded within “Other long-term assets, net” on the consolidated balance sheets.

Accounts payable.

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This allocation is deferred and recognized as revenue when the customer redeems the incentive.

When redeemed, revenue is recognized in

the department that provides the goods or service.

When redeemed, revenue is recognized in the department that provides the goods or service.

Redemption of loyalty incentives at third-party outlets are deducted from the loyalty liability and amounts owed are paid to the third party, with any discount received recorded as other revenue.

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Costs reimbursed pursuant to management services are recognized as revenue in the period it incurs the costs as this reflects when the Company performs its related performance obligation and is entitled to reimbursement.

Reimbursed costs related primarily to the Company’s management of CityCenter (such management agreement was terminated upon the acquisition of CityCenter in September 2021).

Reimbursed costs in 2021 related primarily to the Company’s management of CityCenter (such management agreement was terminated upon the acquisition of CityCenter in September 2021).

Revenue by source.

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At commencement, the right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term.

The initial measurement of ROU assets also includes any prepaid lease

payments and are reduced by any previously accrued deferred rent.

The initial measurement of ROU assets also includes any prepaid lease payments and are reduced by any previously accrued deferred rent.

When available, such as for the Company’s triple-net operating leases for which the lessor has provided its implicit rate or provided the assumptions required for the Company to readily determine the rate implicit in the lease, the Company uses the rate implicit in the lease to discount lease payments to present value.

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Refer to Note 11 for discussion of leases under which the Company is a lessee.

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

The Company is a lessor under certain other lease arrangements.

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Corporate expense.

Corporate expense represents unallocated payroll, professional fees and various other expenses not directly related to the Company’s casino resort operations.

Corporate expense represents unallocated payroll, professional fees and various other expenses not directly related to the Company’s property operations.

In addition, corporate expense includes the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are expensed as incurred.

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Redeemable noncontrolling interest.

Certain noncontrolling interest parties have non-voting economic interests in MGM National Harbor which provide for annual preferred distributions by MGM National Harbor to the noncontrolling interest parties based on a percentage of its annual net gaming revenue (as defined in the MGM National Harbor operating agreement).

Such distributions are accrued each quarter and are paid 90 days after the end of each fiscal year.

The noncontrolling interest parties each have the ability to require MGM National Harbor to purchase all or a portion of their interests for a purchase price based on a contractually agreed upon formula.

The Company has recorded the interests as “Redeemable noncontrolling interests” in the mezzanine section of the accompanying consolidated balance sheets and not stockholders’ equity because their redemption is not exclusively in the Company’s control.

The interests were initially accounted for at fair value.

Subsequently, the Company recognizes changes in the redemption value as they occur and adjusts the carrying amount of the redeemable noncontrolling interests to equal the maximum redemption value, provided such amount does not fall below the initial carrying value, at the end of each reporting period.

The Company records any changes caused by such an adjustment in capital in excess of par value.

Additionally, the carrying amount of the redeemable noncontrolling interests is adjusted for accrued annual preferred distributions, with changes caused by such adjustments recorded within net income (loss) attributable to noncontrolling interests.

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

Redeemable noncontrolling interests are presented outside of stockholders’ equity within the mezzanine section of the accompanying consolidated balance sheets.

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).

The Company records such adjustments to capital in excess of par value.

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

Income per share of common stock.

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(In thousands)

Net income (loss) attributable to MGM Resorts International $ 1,473,093 $ 1,254,370 $ ( 1,032,724 )

Net income attributable to MGM Resorts International $ 1,142,180 $ 1,473,093 $ 1,254,370

Adjustment related to redeemable noncontrolling interests 2,128 ( 31,888 ) ( 78,298 )

Net income (loss) available to common stockholders - basic and diluted $ 1,441,205 $ 1,176,072 $ ( 997,204 )

Net income available to common stockholders - basic and diluted $ 1,144,308 $ 1,441,205 $ 1,176,072

Weighted-average common shares outstanding - basic

354,926 409,201 481,930

Potential dilution from stock-based awards 3,701 3,792 5,426

Weighted-average common and common equivalent shares - diluted

358,627 412,993 487,356

Antidilutive stock-based awards excluded from the calculation of diluted earnings per share 353 603 198

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Translation adjustments resulting from this process are recorded to other comprehensive income (loss).

Gains or losses from foreign currency remeasurements are recorded to other non-operating income (expense).

Foreign currency transaction gain or loss from remeasurements are recorded to other non-operating income (expense).

Accumulated other comprehensive income (loss).

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The cost of the repurchases in excess of the aggregate par value of the shares reduces capital in excess of par value, to the extent available, with any residual cost applied against retained earnings.

Recently issued accounting standards.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-07, “Improvements to Reportable Segment Disclosures,” (“ASU 2023-07”), which is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements .

ASU 2023-07 provides for improved financial reporting by requiring disclosure of incremental segment information to enable investors to develop more decision-useful financial analyses.

The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Improvements to Income Tax Disclosures,” (“ASU 2023-09”), which is effective for annual periods beginning after December 15, 2024.

ASU 2023-09 intends to enhance the transparency as well as usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid.

The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

NOTE 3 — ACCOUNTS RECEIVABLE, NET

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Loss reserves consisted of the following:

Balance at Beginning of Period Expected Credit Losses Write-offs, Net of Recoveries Balance at End of Period

Balance at Beginning of Period Expected Credit Losses Write-offs, Net of Recoveries

Balance at End of Period

Loss reserves:

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NOTE 4 — ACQUISITIONS AND DIVESTITURES

Push Gaming acquisition.

On August 31, 2023, LeoVegas acquired 86 % of digital gaming developer, Push Gaming Holding Limited (“Push Gaming”) for total consideration of $ 145 million, which was preliminarily allocated, as of December 31, 2023, to $ 126 million of goodwill and $ 40 million of amortizable intangible assets.

LeoVegas acquisition.

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As the Company’s previous 31 % ownership interest was accounted for at fair value, no gain or loss was recorded upon consolidation.

The remaining outstanding shares, with a fair value of approximately $ 11 million based upon the tender price, will be settled by the Company in cash in connection with squeeze-out proceedings.

The acquisition provides the Company an opportunity to create a scaled global online gaming business.

The remaining outstanding shares, with a fair value of approximately $ 11 million based upon the tender price, were settled by the Company in cash in connection with squeeze-out proceedings during the second quarter of 2023.

The acquisition provided the Company an opportunity to create a scaled global online gaming business.

The Company recognized 100 % of the assets, liabilities, and noncontrolling interests of LeoVegas at fair value at the date of the acquisition.

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The intangible assets include trademarks, which is an indefinite-lived intangible asset, and customer lists and technology, which are finite-lived intangibles that are amortized over each of their estimated useful lives of five years .

Goodwill is primarily attributable to the profitability of LeoVegas in excess of identifiable assets and is not deductible for tax purposes.

Goodwill is primarily

attributable to the profitability of LeoVegas in excess of identifiable assets and is not deductible for tax purposes.

All of the goodwill was assigned to Corporate and other.

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The operating results for LeoVegas are included in the consolidated statements of operations from the date of acquisition.

LeoVegas’ net revenue for the period from September 7, 2022 through December 31, 2022 was $ 133 million and operating loss and net loss were $ 13 million and $ 15 million, respectively.

LeoVegas’s net revenue, operating loss, and net loss for the period from September 7, 2022 through December 31, 2022 were $ 133 million, $ 13 million, and $ 15 million, respectively.

The Cosmopolitan acquisition.

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

The acquisition expands the Company’s customer base and provides a greater depth of choices and experiences for guests in Las Vegas.

The acquisition expanded the Company’s customer base and provided a greater depth of choices and experiences for guests in Las Vegas.

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

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

Goodwill, which is deductible for

tax purposes, is primarily attributable to the profitability of The Cosmopolitan in excess of identifiable assets as well as expected synergies.

Goodwill, which is deductible for tax purposes, is primarily attributable to the profitability of The Cosmopolitan in excess of identifiable assets as well as expected synergies.

All of the goodwill was assigned to the Las Vegas Strip Resorts segment.

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The operating results for The Cosmopolitan are included in the consolidated statements of operations from the date of acquisition.

The Cosmopolitan’s net revenue for the period from May 17, 2022 through December 31, 2022 was $ 783 million and operating income and net income were $ 117 million and $ 117 million, respectively.

The Cosmopolitan’s net revenue, operating income, and net income for the period from May 17, 2022 through December 31, 2022 were $ 783 million, $ 117 million and $ 117 million, respectively.

CityCenter acquisition.

On September 27, 2021, the Company acquired Infinity World’s 50 % ownership interest in CityCenter for cash consideration of $ 2.125 billion.

On September 27, 2021, the Company acquired the 50 % ownership interest in the holding company of Aria and Vdara, CityCenter Holdings, LLC (“CityCenter”), from Infinity World Development Corp, a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity, for cash consideration of $ 2.125 billion.

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

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On September 28, 2021, the Company sold the real estate assets of Aria and Vdara for cash consideration of $ 3.89 billion and entered into a lease agreement pursuant to which the Company leases back the real property.

The Company classified the real estate assets as held for sale as of the acquisition date and accordingly measured the real estate assets at fair value less costs to sell, as reflected in the table below.

See Note 11 for discussion of the lease.

The Company recognized 100 % of the assets and liabilities of CityCenter 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 Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs.

The fair value of the acquired indefinite-lived trademarks was determined using methodologies under the relief from royalty method based on significant inputs that were not observable.

The goodwill is primarily attributable to the profitability of CityCenter in excess of identifiable assets, of which approximately 50 % of the goodwill is deductible for income tax purposes.

All of the goodwill was assigned to the Las Vegas Strip Resorts segment.

The following table sets forth the purchase price allocation (in thousands):

Cash and cash equivalents $ 335,396

Receivables and other current assets 106,417

Property and equipment - real estate assets held for sale 3,888,431

Property and equipment 323,093

Trademarks 180,000

Goodwill 1,397,338

Other long-term assets 13,923

Accounts payable, accrued liabilities, and other current liabilities ( 201,093 )

Debt ( 1,729,451 )

Other long-term liabilities ( 64,054 )

CityCenter’s net revenue for the period from September 27, 2021 through December 31, 2021 was $ 367 million and operating income and net income were $ 69 million and $ 68 million, respectively.

CityCenter’s net revenue, operating income, and net income for the period from September 27, 2021 through December 31, 2021 were $ 367 million, $ 69 million, and $ 68 million, respectively.

Unaudited pro forma information - CityCenter and The Cosmopolitan acquisitions.

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The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of the indicated date.

Pro forma results of operations for the LeoVegas acquisition have not been included because it is not material to the consolidated results of operations.

Pro forma results of operations for the LeoVegas and Push Gaming acquisitions have not been included because they are not material to the consolidated results of operations.

Year Ended December 31,

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Net income attributable to MGM Resorts International 1,487,247 185,703

The Mirage transaction.

On December 19, 2022, the Company completed the sale of the operations of The Mirage to an affiliate of Hard Rock for cash consideration of $ 1.075 billion subject to certain purchase price adjustments.

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

The Company recognized a $ 1.1 billion gain recorded within “Property transactions, net.” The gain reflects the fair value of consideration received of $ 1.1 billion less the net carrying value of the assets and liabilities derecognized of $ 28 million.

The operations of The Mirage are not classified as discontinued operations because the Company concluded that the sale is not a strategic shift that has a major effect on the Company’s operations or its financial results and it does not represent a major geographic segment or product line.

VICI Transaction.

On April 29, 2022, VICI acquired MGP in a stock-for-stock transaction.

Prior to the closing of the VICI Transaction (defined below), MGM Growth Properties LLC (“MGP”) was a consolidated subsidiary of the Company.

Substantially all of its assets were owned by and substantially all of its operations were conducted through MGM Growth Properties Operating Partnership LP (“MGP OP”).

MGP had two classes of common shares:

Class A shares and a single Class B share.

The Company and MGP each held MGP OP units representing limited partner interests in MGP OP.

Immediately prior to the VICI Transaction, the Company owned 41.5 % of MGP OP units, and MGP held the remaining 58.5 % ownership interest in MGP OP.

Additionally, the Company had leased the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from MGP OP.

The Company also leased, and continues to lease, the real estate assets of Mandalay Bay and MGM Grand Las Vegas from subsidiaries of a venture that was 50.1 % owned by a subsidiary of MGP OP at the time of the transaction (such venture, the “MGP BREIT Venture”).

On April 29, 2022, VICI Properties, Inc.

(“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 the Company received 1.366 units of VICI OP in exchange for each MGP OP unit held by the Company.

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

In connection with the exchange, VICI OP redeemed the majority of the Company’s VICI OP units for cash consideration of $ 4.4 billion, with the Company retaining an approximate 1 % ownership interest in VICI OP that had a fair value of approximately $ 375 million.

approximately $ 375 million.

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

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

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

Further, the Company entered into an amended and restated master lease with VICI as discussed in Note 11.

The lease between the Company and VICI BREIT Venture for the real estate assets of Mandalay Bay and MGM Grand Las Vegas remained unchanged.

The Mandalay Bay and MGM Grand Las Vegas lease remained unchanged.

In connection with the transactions, the Company recognized a $ 2.3 billion gain recorded within “Gain on REIT transactions, net.” The gain reflects the fair value of consideration received of $ 4.8 billion plus the carrying amount of noncontrolling interest immediately prior to the transactions of $ 3.2 billion less the net carrying value of the assets and liabilities and accumulated comprehensive income derecognized of $ 5.7 billion.

The major classes of assets and liabilities derecognized in connection with The Mirage and VICI transactions are as follows:

VICI Transaction The Mirage

The Mirage transaction.

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

for cash consideration of $ 1.075 billion, or $ 1.1 billion, net of purchase price adjustments and transaction costs.

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

The operations of The Mirage were not classified as discontinued operations because the Company concluded that the sale was not a strategic shift that had a major effect on the Company’s operations or its financial results and it did not represent a major geographic segment or product line.

Gold Strike Tunica.

On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE Gaming Holdings, LLC, a subsidiary of Cherokee Nation Business, for cash consideration of $ 450 million, or $ 474 million, net of purchase price adjustments and transaction costs.

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

The Company recognized a $ 399 million gain recorded within “Property transactions, net.” The gain reflects the net cash consideration less the net carrying value of the assets and liabilities derecognized of $ 75 million.

The operations of Gold Strike Tunica were not classified as discontinued operations because the Company concluded that the sale was not a strategic shift that had a major effect on the Company’s operations or its financial results and it did not represent a major geographic segment or product line.

The major classes of assets and liabilities derecognized in connection with the VICI and The Mirage transactions in 2022 and the Gold Strike Tunica transaction in 2023 are as follows:

VICI Transaction The Mirage Gold Strike Tunica

(In thousands)

19 unchanged sentences

Total liabilities $ 4,670,789 $ 1,394,121 $ 533,278

Gold Strike Tunica.

On February 15, 2023, the Company completed the sale of the operations of Gold Strike Tunica to CNE for cash consideration of $ 450 million, subject to certain purchase price adjustments.

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

The operations of Gold Strike Tunica is not classified as discontinued operations because the Company concluded that the sale is not a strategic shift that has a major effect on the Company’s operations or its financial results and it does not represent a major geographic segment or product line.

As the sale was completed subsequent to December 31, 2022, the asset group is classified as held for sale as of December 31, 2022.

The major classes of assets and liabilities classified as held for sale as of December 31, 2022 are as follows (in thousands):

Cash and cash equivalents $ 25,938

Accounts receivable, net 3,394

Inventories 1,186

Prepaid expenses and other 1,055

Property and equipment, net 20,871

Goodwill 40,523

Other intangible assets, net 5,700

Operating lease right-of-use assets, net 508,516

Other long-term assets, net 1,254

Assets held for sale $ 608,437

Accounts payable $ 3,719

Other accrued liabilities 18,385

Other long-term obligations 1,709

Operating lease liabilities 516,015

Liabilities related to assets held for sale $ 539,828

NOTE 5 — PROPERTY AND EQUIPMENT, NET

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(In thousands)

VICI BREIT Venture ( 50.1 % owned by MGP OP through April 28, 2022)

$ — $ 816,756

BetMGM ( 50 %)

31,760 41,060

Other 240,803 141,279

$ 240,803 $ 173,039

The Company’s share of losses of BetMGM in excess of its equity method investment balance is $ 5 million as of December 31, 2023.

The Company recorded its share of income (loss) from unconsolidated affiliates, including adjustments for basis differences, as follows:

10 unchanged sentences

CityCenter (through September 26, 2021) $ — $ — $ 128,127

VICI BREIT Venture (through April 29, 2022) 51,051 155,817 136,755

MGP BREIT Venture (through April 29, 2022) — 51,051 155,817

BetMGM ( 90,894 ) ( 234,464 ) ( 211,182 )

1 unchanged sentence

$ ( 62,104 ) $ ( 160,213 ) $ 84,823

Refer to Note 4 for discussion of the acquisition and consolidation of CityCenter in September 2021 and for discussion of the derecognition of the assets and liabilities of MGP, which included MGP OP’s investment in VICI BREIT Venture, in April 2022.

VICI BREIT Venture distributions.

During the years ended December 31, 2022, 2021, and 2020, MGP OP received $ 32 million, $ 94 million, and $ 81 million respectively, in distributions.

Refer to Note 4 for discussion of the acquisition and consolidation of CityCenter in September 2021.

In connection with the VICI Transaction in April 2022, the Company deconsolidated MGP, and, accordingly, derecognized the assets and liabilities of MGP, which included MGP OP’s investment in MGP BREIT Venture.

MGP BREIT Venture distributions.

During the years ended December 31, 2022, and 2021, MGP OP received $ 32 million and $ 94 million, respectively, in distributions from MGP BREIT Venture.

BetMGM contributions.

During the years ended December 31, 2023, 2022, and 2021, the Company contributed $ 50 million, $ 225 million, and $ 225 million to BetMGM, respectively.

CityCenter distributions.

During the year ended December 31, 2020, CityCenter paid $ 101 million in distributions, of which the Company received its 50 % share of approximately $ 51 million.

CityCenter sale of Harmon land.

1 unchanged sentence

The Company correspondingly recorded a $ 50 million gain, which included $ 15 million of its 50 % share of the gain recorded by CityCenter and $ 35 million representing the reversal of certain basis differences.

During the years ended December 31, 2021 and 2020, the Company recognized other-than-temporary impairment charges of $ 22 million and $ 64 million, respectively, within “Property transactions, net” in the consolidated statements of operations related to investments in unconsolidated affiliates previously classified within “Other” in the “Investments in and advances to unconsolidated affiliates” table above.

During the year ended December 31, 2021, the Company recognized other-than-temporary impairment charges of $ 22 million within “Property transactions, net” in the consolidated statements of operations related to investments in unconsolidated affiliates previously classified within “Other” in the “Investments in and advances to unconsolidated affiliates” table above.

NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS

33 unchanged sentences

MGM China 1,351,744 — — ( 866 ) 1,350,878

Corporate and other — 288,367 — 22,118 310,485

$ 3,480,997 $ 1,567,586 $ ( 40,523 ) $ 21,252 $ 5,029,312

Refer to Note 4 for discussion on acquisitions, divestitures, and assets held for sale (reclassifications).

MGM Grand Paradise gaming subconcession.

As described in Note 1, the enactment of the new Macau gaming law in June 2022 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 included material changes to the rights and obligations provided for under the new gaming concessions.

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

MGM Grand Paradise gaming subconcession and gaming concession.

Pursuant to the agreement dated April 19, 2005 between MGM Grand Paradise and SJM Resorts S.A.

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

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

In connection with the extension, MGM Grand Paradise paid the Macau government MOP 47 million (approximately $ 6 million).

In June 2022, new Macau gaming 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.

The enactment of the new gaming law preceded the public tender for the awarding of new gaming concessions.

On December 16, 2022, MGM Grand Paradise was awarded a ten-year concession contract to permit the operation of games of chance or other games in casinos in Macau which commenced on January 1, 2023.

As the enactment of the new Macau gaming law in June 2022 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 included material changes to the rights and obligations provided for under the new gaming concessions, the Company determined that the MGM Grand Paradise gaming subconcession and new gaming concession are two separate units of account.

Further, as the material changes in the legal and regulatory environment could have an adverse effect on the value of MGM Grand Paradise’s gaming subconcession, the Company concluded that a triggering event had occurred under ASC 360 in June 2022 for the MGM China asset group.

3 unchanged sentences

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

Amortization expense related to intangible assets was $ 2.7 billion, $ 197 million and $ 194 million for 2022, 2021, and 2020, respectively.

Pursuant to the gaming concession contract, 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, in connection with the expiration of the MGM Grand Paradise gaming subconcession on December 31, 2022, the casino areas of MGM Cotai and MGM Macau reverted, free of charge and without any encumbrances, to the Macau government, which became the legal owner of the reverted gaming assets.

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.

Accordingly, upon commencement of the gaming concession contract on January 1, 2023, MGM Grand Paradise recorded an intangible asset, included within “Gaming rights” above, 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 relating 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 based upon the approved number of gaming tables and slot machines, estimates of the Macau average price index, and square meters of the reverted casino areas, each as of January 1, 2023.

The current portion of $ 7 million and noncurrent portion of $ 214 million of the remaining liability was recorded within “Other accrued liabilities” and “Other long-term liabilities,” respectively, in the consolidated balance sheets as of December 31, 2023.

The gaming concession intangible asset is being amortized on a straight-line basis over the ten-year term of the gaming concession contract.

The fully amortized gaming subconcession intangible asset was

derecognized upon the expiration of the gaming subconcession and corresponding commencement of the gaming concession contract.

Amortization expense.

Amortization expense related to intangible assets was $ 103 million, $ 2.7 billion and $ 197 million for 2023, 2022, and 2021, respectively.

As of December 31, 2023, estimated future amortization is as follows:

15 unchanged sentences

Taxes, other than income taxes 390,890 211,756

MGP dividend — 82,294

Operating lease liabilities - current (Refer to Note 11)

1 unchanged sentence

Finance lease liabilities - current (Refer to Note 11)

72,420 87,665

Other 321,170 234,468

3 unchanged sentences

(In thousands)

MGP OP senior credit facility $ — $ 50,000

MGM China first revolving credit facility $ 371,300 $ 1,249,744

2 unchanged sentences

6 % senior notes, due 2023

1,250,000 1,250,000

5.625 % MGP OP senior notes, due 2024

5.375 % MGM China senior notes, due 2024

4 unchanged sentences

675,000 675,000

4.625 % MGP OP senior notes, due 2025

5.25 % MGM China senior notes, due 2025

2 unchanged sentences

750,000 750,000

4.5 % MGP OP senior notes, due 2026

4.625 % senior notes, due 2026

400,000 400,000

5.75 % MGP OP senior notes, due 2027

5.5 % senior notes, due 2027

2 unchanged sentences

750,000 750,000

4.5 % MGP OP senior notes, due 2028

4.75 % senior notes, due 2028

750,000 750,000

3.875 % MGP OP senior notes, due 2029

7 % debentures, due 2036

4 unchanged sentences

$ 6,343,810 $ 7,432,817

MGM China's senior notes due within one year of the December 31, 2023 balance sheet were classified as long-term as MGM China has both the intent and ability to refinance the current maturities on a long-term basis.

Interest expense, net consisted of the following:

9 unchanged sentences

At December 31, 2023, no amounts were drawn.

On February 14, 2020, in connection with the MGM Grand Las Vegas and Mandalay Bay transaction, the Company used proceeds from the transaction to repay and terminate the $ 1.5 billion outstanding on its then existing revolving facility

in full and entered into an unsecured credit agreement, comprised of a $ 1.5 billion unsecured revolving facility that would mature in February 2025.

As a result, the Company incurred a $ 4 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

The Company's senior secured credit facility is guaranteed by each of the Company’s existing direct and indirect wholly-owned material domestic restricted subsidiaries, subject to certain exclusions.

3 unchanged sentences

The Company was in compliance with its credit facility covenants at December 31, 2023.

MGP OP senior secured credit facility and bridge facility.

In February 2024, the Company amended its senior secured credit facility to increase the facility to $ 2.3 billion and extend the maturity date to February 2029.

MGP OP senior secured credit facility.

In April 2022, MGP OP senior secured credit facility was derecognized in connection with the deconsolidation of MGP as a result of the VICI Transaction.

In February 2020, in connection with the MGM Grand Las Vegas and Mandalay Bay transaction, MGP OP amended its senior secured credit facility to, among other things, allow for the transaction to occur, permit the incurrence by MGP OP of a nonrecourse guarantee relating to the debt of VICI BREIT Venture (refer to Note 12 for description of such guarantee), and permit the incurrence of the bridge loan facility.

As a result of the transaction and the amendment, MGP OP repaid its $ 1.3 billion outstanding term loan B facility in full with the proceeds of a bridge facility, which was then assumed by VICI BREIT Venture as partial consideration for MGP OP’s contribution.

Additionally, MGP OP used the proceeds from the settlement of the forward equity issuances to pay off the outstanding balance of $ 399 million on its term loan A facility in full.

As a result, MGP OP incurred an $ 18 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

MGP OP was party to interest rate swaps to mitigate the effects of interest rate volatility inherent in its variable rate debt as well as forecasted debt issuances.

1 unchanged sentence

MGM China first revolving credit facility.

At December 31, 2022, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion unsecured revolving credit facility, which was fully drawn.

The MGM China first revolving credit facility bears interest at a fluctuating rate per annum based on Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.625 % to 2.75 %, as determined by MGM China’s leverage ratio and will mature in May 2024.

At December 31, 2023, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion (approximately $ 1.2 billion) unsecured revolving credit facility.

At December 31, 2023, the weighted average interest rate was 8.57 %.

In June 2023, MGM China amended its first revolving credit agreement, which extended the maturity date to May 2026.

The MGM China first revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

Due to the impact of COVID-19, in February 2021, MGM China amended its first revolving credit agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022.

In February 2022, MGM China further amended its first revolving credit facility to extend the financial covenant waivers through maturity in May 2024.

Due to the impact of the novel 2019 coronavirus (“COVID-19”), in February 2021, MGM China amended its first revolving credit agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022.

In February 2022, MGM China further amended its first revolving credit facility to extend the financial covenant waivers through its previous maturity in May 2024.

In connection with the June 2023 amendment, the financial covenants under the MGM China first revolving credit facility are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China first revolving credit facility covenants at December 31, 2023.

MGM China second revolving credit facility.

At December 31, 2022, the MGM China second revolving credit facility consisted of a HK$ 3.12 billion unsecured revolving credit facility with an option to increase the amount of the facility up to HK$ 3.9 billion, subject to certain conditions.

The MGM China second credit facility bears interest at a fluctuating rate per annum based on HIBOR plus 1.625 % to 2.75 %, as determined by MGM China’s leverage ratio and will mature in May 2024.

Draws will be subject to satisfaction of certain conditions precedent, including evidence that the MGM China first revolving credit facility has been fully drawn.

At December 31, 2022, $ 224 million was drawn on the MGM China second revolving credit facility and the weighted average interest rate was 7.72 %.

At December 31, 2023, the MGM China second revolving credit facility consisted of a HK$ 4.6 billion (approximately $ 588 million) unsecured revolving credit facility with an option to increase the amount of the facility up to HK$ 5.85 billion (approximately $ 749 million) subject to certain conditions.

The option to increase the amount of the facility was partially exercised in August 2023, increasing the facility by HK$ 205 million (approximately $ 26 million);

in October 2023, increasing the facility by HK$ 1.17 billion (approximately $ 150 million);

and in December 2023, increasing the facility by HK$ 100 million (approximately $ 13 million).

At December 31, 2023, no amounts were drawn on the MGM China second revolving credit facility.

In June 2023, MGM China amended its second revolving credit agreement, which extended the maturity date to May 2026, increased the amount to which MGM China may upsize the facility, and removed the requirement for the MGM China first revolving credit facility to be fully drawn prior to utilizing the MGM China second revolving credit facility.

The MGM China second credit facility bears interest at a fluctuating rate per annum based on HIBOR plus 1.625 % to 2.75 %, as determined by MGM China’s leverage ratio.

The MGM China second revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

In February 2021, MGM China amended its second credit facility agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022.

In February 2022, MGM China further amended its second revolving credit facility to extend the financial covenant waivers through maturity in May 2024.

In February 2022, MGM China further amended its second revolving credit facility to extend the financial covenant waivers through its previous maturity in May 2024.

In connection with the June 2023 amendment, the financial covenants under the MGM China second revolving credit facility are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China second revolving credit facility covenants at December 31, 2023.

1 unchanged sentence

Upon the Company’s acquisition of LeoVegas, the LeoVegas revolving credit facility consisted of a € 40 million revolving facility, which was fully drawn.

The LeoVegas revolving credit facility contained a change-of-control provision which required repayment of the facility within 60 days following a change-of-

control event.

As the Company’s acquisition of LeoVegas triggered the change-of-control provision, the revolving credit facility was repaid in November 2022.

The LeoVegas revolving credit facility contained a change-of-control provision which required repayment of the facility within 60 days following a change-of-control event.

As the Company’s acquisition of LeoVegas triggered the change-of-control provision, the revolving credit facility was fully repaid in November 2022.

CityCenter senior credit facility.

In connection with the CityCenter acquisition, the Company assumed $ 1.7 billion of CityCenter's indebtedness, which was repaid and extinguished in September 2021 with cash on hand.

In connection with the CityCenter acquisition in 2021, the Company assumed $ 1.7 billion of CityCenter's indebtedness, which was repaid and extinguished in September 2021 with cash on hand.

Senior notes.

In March 2023, the Company repaid its $ 1.25 billion 6 % notes due 2023 upon maturity.

In October 2020, the Company issued $ 750 million in aggregate principal amount of 4.75 % senior notes due 2028.

In May 2020, the Company issued $ 750 million in aggregate principal amount of 6.75 % senior notes due 2025.

In March 2020, the Company completed cash tender offers for an aggregate amount of $ 750 million of its senior notes, comprised of $ 325 million principal amount of its outstanding 5.75 % senior notes due 2025, $ 100 million principal amount of its outstanding 4.625 % senior notes due 2026, and $ 325 million principal amount of its outstanding 5.5 % senior notes due 2027.

As a result, the Company incurred a $ 105 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

In March 2022, the Company repaid its $ 1.0 billion 7.75 % notes due 2022 upon maturity.

MGP OP senior notes.

In April 2022, MGP OP senior secured credit facility and the senior notes of MGP OP were derecognized in connection with the deconsolidation of MGP as a result of the VICI Transaction.

In November 2020, MGP OP issued $ 750 million in aggregate principal amount of 3.875 % senior notes due 2029.

In June 2020, MGP OP issued $ 800 million in aggregate principal amount of 4.625 % senior notes due 2025.

MGM China senior notes.

In March 2021, MGM China issued $ 750 million in aggregate principal amount of 4.75 % senior notes due 2027 at an issue price of 99.97 %.

In June 2020, MGM China issued $ 500 million in aggregate principal amount of 5.25 % senior notes due 2025.

LeoVegas senior unsecured notes.

Upon the Company’s acquisition of LeoVegas, LeoVegas had senior unsecured notes of SEK 700 million in aggregate principal outstanding with an option to increase the issuance to SEK 800 million.

The senior unsecured notes contain change-of-control provisions which provided for the holders to request that all or a portion of the principal amount held be repurchased at a price of 101 %, together with accrued interest, during a period following notice.

In connection with the change-of-control provisions, an aggregate of SEK 319 million of senior unsecured notes were repurchased in November and December 2022.

The notes mature in December 2023 with interest payable quarterly in arrears at an interest rate that resets quarterly based on Stockholm Interbank Offered Rate plus 550 basis points.

As of December 31, 2022, the interest rate in effect was 7.99 %.

LeoVegas senior notes.

Upon the Company’s acquisition of LeoVegas in 2022, LeoVegas had senior unsecured notes of SEK 700 million (approximately $ 65 million) in aggregate principal outstanding with an option to increase the issuance to SEK 800 million (approximately $ 74 million).

The senior unsecured notes contained change-of-control provisions which provided for the holders to request that all or a portion of the principal amount held be repurchased at a price of 101 %, together with accrued interest, during a period following notice.

In connection with the change-of-control provisions, an aggregate of SEK 319 million (approximately $ 30 million) of senior unsecured notes were repurchased in November and December 2022.

In August 2023, LeoVegas repaid its remaining outstanding senior unsecured notes totaling SEK 382 million (approximately $ 36 million).

Maturities of long-term debt.

6 unchanged sentences

2027 1,425,000

Thereafter 552

18 unchanged sentences

Deferred (excluding separate components) ( 48,363 ) ( 678,371 ) ( 189,657 )

Deferred – valuation allowance

Deferred – valuation allowance change

153,768 5,346 ( 14,967 )

Other noncurrent 10,969 18,326 ( 14,262 )

Benefit (provision) for federal income taxes ( 861,125 ) ( 227,870 ) 190,209

Provision for federal income taxes ( 142,754 ) ( 861,125 ) ( 227,870 )

Current ( 24,931 ) ( 10,389 ) 5

2 unchanged sentences

( 12,219 ) ( 15,442 ) ( 27,936 )

Deferred – valuation allowance

Deferred – valuation allowance change

( 2,140 ) ( 2,345 ) ( 601 )

Other noncurrent — — 13,260

Benefit (provision) for state income taxes ( 62,054 ) ( 43,340 ) 9,504

Provision for state income taxes ( 28,084 ) ( 62,054 ) ( 43,340 )

Current 223 ( 2,259 ) ( 3,717 )

2 unchanged sentences

( 57,485 ) 6,331 5,793

Deferred – valuation allowance

Deferred – valuation allowance change

64,650 ( 89,575 ) 6,776

Benefit (provision) for foreign income taxes 226,111 17,795 ( 8,141 )

Benefit for foreign income taxes 12,999 226,111 17,795

$ ( 157,839 ) $ ( 697,068 ) $ ( 253,415 )

3 unchanged sentences

Federal income tax statutory rate 21.0 % 21.0 % 21.0 %

Net operating loss carryback rate differential — — 5.5

Noncontrolling interest ( 0.1 ) ( 2.4 ) ( 3.2 )

5 unchanged sentences

General business credits ( 1.2 ) ( 1.5 ) ( 0.3 )

Incremental U.S.

tax on foreign earnings 2.4 — —

Permanent and other items 1.1 1.8 ( 1.6 )

26 unchanged sentences

Deferred tax liabilities – foreign:

Intangibles and other ( 29,696 ) ( 307,918 )

( 29,028 ) ( 29,696 )

Total deferred tax liability ( 8,826,538 ) ( 8,955,153 )

5 unchanged sentences

Year Ended December 31, 2023

$ 2,886,575 $ — $ ( 1,108,129 ) $ 1,778,446

Year Ended December 31, 2022

2,884,262 2,313 — 2,886,575

Year Ended December 31, 2021

2,875,595 8,667 — 2,884,262

The Company has recorded a valuation allowance of $ 1.6 billion on its foreign tax credit (“FTC”) carryover of $ 1.8 billion as of December 31, 2023, resulting in an FTC net deferred tax asset of approximately $ 200 million.

The FTCs are attributable to the Macau Special Gaming Tax, which is 35 % of gross gaming revenue in Macau.

Because MGM Grand Paradise is presently exempt from the Macau 12 % complementary tax on gaming profits, the Company believes payment of the Macau Special Gaming Tax qualifies as a tax paid in lieu of an income tax that is creditable against U.S.

While the Company generally does not expect to generate new FTC carryovers after the year ended December 31, 2017, it will be able to utilize its existing FTC carryovers to the extent it has active foreign source income during the 10 -year FTC carryforward period.

Such foreign source income includes the recapture, to the extent of a portion of U.S.

taxable income each year, of overall domestic losses that totaled approximately $ 356 million at December 31, 2022.

The Company relies on future U.S.

source operating income in assessing utilization of the overall domestic losses and, by extension, future FTC realization during the 10 -year FTC carryover period.

The Company believes payment of the Macau Special Gaming Tax qualifies as a tax paid in lieu of an income tax that is creditable against U.S.

While the Company generally does not expect to generate new FTC carryovers after the year ended December 31, 2017, it will be able to utilize its existing FTC carryovers only to the extent it has active foreign source income during the applicable 10 -year FTC carryforward period.

Such foreign source income includes the recapture of overall domestic losses,

which were fully utilized as of December 31, 2023.

The Company relies on future U.S.-source operating income in assessing, future FTC realization during the applicable 10 -year FTC carryover period.

The FTC carryovers will expire if not utilized as follows:

2 unchanged sentences

$ 134 million in 2026;

and $ 200 million in 2027.

2 unchanged sentences

As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to such assumptions could result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in the period including such change.

On September 5, 2022, MGM Grand Paradise was granted an extension of its exemption from the Macau 12 % complementary tax on gaming profits through December 31, 2022, concurrent with the end of the term of its gaming subconcession.

Absent the exemption from complementary tax on gaming profits, “Net income attributable to MGM Resorts International” would have increased by $ 3 million in 2022 and decreased by $ 10 million in 2021 and diluted earnings per share would have increased by $ 0.01 in 2022 and decreased by $ 0.02 in 2021.

The Company continues to assume that MGM Grand Paradise will pay the Macau 12 % complementary tax on gaming profits for all periods beyond December 31, 2022 and has factored that assumption into the measurement of Macau deferred tax assets and liabilities.

Non-gaming operations remain subject to the Macau complementary tax.

At December 31, 2022, foreign net operating loss carryforwards primarily consisted of a complementary tax NOL carryforward of $ 1.6 billion at MGM Grand Paradise resulting from non-gaming operations that will expire if not utilized in years 2023 through 2025.

MGM Grand Paradise’s exemption from the 12 % complementary tax on gaming profits does not apply to dividend distributions of such profits to MGM China.

Through the year ended December 31, 2022, in lieu of the 12 % complementary tax that would otherwise be due by its shareholder, MGM China, on distributions of its gaming profits, MGM Grand Paradise agreed to pay a flat annual payment of approximately $ 2 million regardless of the amount of distributable dividends.

There is a $ 245 million valuation allowance on certain foreign deferred tax assets, which primarily relates to Macau deferred tax assets at MGM Grand Paradise.

The valuation allowance on Macau deferred tax assets increased by $ 89 million during 2022 as a result of accelerating amortization for the remaining useful life of the MGM Grand Paradise gaming subconcession.

The Company has NOLs in some of the states in which it operates that total $ 373 million as of December 31, 2022, which equates to deferred tax assets of $ 23 million after federal tax effect and before valuation allowance.

Through the year ended December 31, 2022, MGM Grand Paradise was granted an extension of its exemption from the Macau 12 % complementary tax on gaming profits (“Complementary Tax Exemption”).

On January 29, 2024, MGM Grand Paradise was granted an extension of its Complementary Tax Exemption for the period of January 1, 2023 through December 31, 2027.

The measurement of Macau deferred tax assets and liabilities as of December 31, 2023 was based on enacted law as of that date and assumed MGM Grand Paradise would pay the complementary tax on gaming profits for all periods beyond December 31, 2022.

The impact of the retroactive Complementary Tax Exemption will be reflected in future periods.

At December 31, 2023, gross foreign net operating loss carryforwards consisted primarily of a complementary tax net operating loss (“NOL”) carryforward of $ 1.1 billion at MGM Grand Paradise resulting from non-gaming operations that will expire if not utilized in years 2024 through 2026.

The NOL carryforward is likely to increase by $ 0.4 billion as a result of the retroactive Complementary Tax Exemption.

As of December 31, 2023, there is a $ 180 million valuation allowance on certain foreign deferred tax assets, which relates primarily to MGM Grand Paradise’s NOLs.

The valuation allowance is likely to increase by approximately $ 50 million as a result of the retroactive Complementary Tax Exemption.

The Company has gross NOLs in some of the states in which it operates that total $ 209 million as of December 31, 2023, which equates to deferred tax assets of $ 13 million after federal tax effect and before valuation allowance.

The NOL carryforwards in most of the states will expire, if not utilized, between 2025 through 2042.

13 unchanged sentences

The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense, which were not material for each of the periods presented.

The Company does not anticipate that the total amounts of unrecognized tax benefits at December 31, 2023 will change materially within the next twelve months.

The Company files income tax returns in the U.S.

4 unchanged sentences

consolidated federal income tax returns are currently under examination by the IRS.

Such examination is expected to close during 2023, and the Company does not anticipate any material adjustments upon resolution of the examination.

The Company's income tax returns filed in New York City for the tax years 2017 through 2019 are currently under examination.

Additionally, in 2022, the Company filed a complaint with the Michigan Court of Claims appealing some of the adjustments from the Michigan examination of tax years 2014 through 2018.

The Company does not anticipate any material adjustments upon resolution of either matter.

During the twelve months ended December 31, 2022, the Company reversed $ 13 million of unrecognized tax benefit upon the resolution of a tax accounting method issue related to its customer loyalty program.

Such examination is expected to close during 2024, and the Company does not anticipate any material adjustments

upon resolution of the examination.

In 2022, the Company filed a complaint with the Michigan Court of Claims appealing some of the adjustments from the Michigan examination of tax years 2014 through 2018.

In 2023, the state of Michigan commenced an examination of the Company's unitary income tax returns filed in the state for tax years 2019 through 2021.

The Company does not anticipate any material adjustments upon resolution of these examinations.

NOTE 11 – LEASES

1 unchanged sentence

Real estate assets and land.

The Company leases the real estate assets of its domestic resorts pursuant to triple-net lease agreements, which are classified as operating leases.

The Company leases the real estate assets of its domestic properties pursuant to triple-net lease agreements, which are classified as operating leases.

The triple-net structure of the leases requires the Company to pay substantially all costs associated with each property, including real estate taxes, insurance, utilities and routine maintenance (with each lease obligating the Company to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent.

2 unchanged sentences

Bellagio lease .

The Company leases the real estate assets of Bellagio from Bellagio BREIT Venture.

The Company leases the real estate assets of Bellagio from a venture in which it has a 5 % ownership interest (the “Bellagio BREIT Venture”).

The Bellagio lease commenced November 15, 2019 and has an initial term of 30 years with two 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 10 years and, thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 % during the 11th through 20th years and 4 % thereafter.

Annual cash rent payments for the fourth lease year that commenced on December 1, 2022 increased to $ 260 million as a result of the 2 % fixed annual escalator.

Annual cash rent payments for the fifth lease year that commenced on December 1, 2023 increased to $ 265 million as a result of the 2 % fixed annual escalator.

Mandalay Bay and MGM Grand Las Vegas lease .

The Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from VICI BREIT Venture.

The Mandalay Bay and MGM Grand Las Vegas lease commenced February 14, 2020 and has an initial term of 30 years with two 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years and, thereafter, an escalator equal to the greater of 2 % and the

CPI increase during the prior year, subject to a cap of 3 %.

Annual cash rent payments for the third lease year that commenced on March 1, 2022 increased to $ 304 million as a result of the 2 % fixed annual escalator.

The Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from subsidiaries of VICI.

Annual cash rent payments for the fourth lease year that commenced on March 1, 2023 increased to $ 310 million as a result of the 2 % fixed annual escalator.

Aria and Vdara lease .

The Company leases the real estate assets of Aria and Vdara from funds managed by Blackstone.

The Company leases the real estate assets of Aria and Vdara from funds managed by The Blackstone Group, Inc.

The Aria and Vdara lease commenced September 28, 2021 and has an initial term of 30 years with three 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 %.

Annual cash rent payments for the second lease year that commenced on October 1, 2022 increased to $ 219 million as a result of the 2 % fixed annual escalator.

Annual cash rent payments for the third lease year that commenced on October 1, 2023 increased to $ 224 million as a result of the 2 % fixed annual escalator.

The VICI lease and ground subleases.

The Company leases the real estate assets of Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from VICI.

The Company leases the real estate assets of Luxor, New York-New York, Park MGM, Excalibur, The Park, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from VICI.

The VICI lease commenced April 29, 2022 and has an initial term of 25 years, with three 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 10 years, and thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year subject to a cap of 3 %.

1 unchanged sentence

Annual cash rent payments for the first lease year that commenced on April 29, 2022 was $ 860 million.

In December 2022, in connection with the sale of the operations of The Mirage, the VICI lease was amended to remove The Mirage and to reflect a $ 90 million reduction in annual cash rent.

The modification resulted in a reassessment of the lease classification and remeasurement of the VICI lease, with the lease continuing to be accounted for as an operating lease and $ 1.3 billion of operating lease ROU and $ 1.3 billion lease liabilities allocable to The Mirage were derecognized (see Note 4).

In February 2023, in connection with the sale of the operations of Gold Strike Tunica, the VICI lease was amended to remove Gold Strike Tunica and to reflect a $ 40 million reduction in annual cash rent.

Refer to Note 4 for further discussion of the respective sales.

In December 2022, in connection with the sale of the operations of The Mirage, the VICI lease was amended to remove The Mirage and to reflect a $ 90 million reduction in annual cash rent, thereby reducing the annual cash rent payments to $ 770 million.

The modifications resulted in reassessment of the lease classification and remeasurement of the VICI lease, with the lease continuing to be accounted for as an operating lease and $ 1.3 billion of net operating lease ROU and $ 1.3 billion of lease liabilities allocable to The Mirage were derecognized, and $ 507 million of net operating lease ROU and $ 516 million of lease liabilities allocable to Gold Strike Tunica were derecognized (see Note 4).

Annual cash rent payments for the second lease year that commenced on May 1, 2023 increased to $ 745 million as a result of the 2 % fixed annual escalator.

The Company is required to pay the rent payments under the ground leases of the Borgata, Beau Rivage, and National Harbor through the term of the VICI lease.

1 unchanged sentence

The Cosmopolitan lease.

The Company leases the real estate assets of The Cosmopolitan from a subsidiary of BREIT.

The Company leases the real estate assets of The Cosmopolitan from a subsidiary of Blackstone Real Estate Investment Trust, Inc.

The Cosmopolitan lease commenced May 17, 2022 and has an initial term of 30 years with three 10 -year renewal periods, exercisable at the Company’s option, with a fixed 2 % rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2 % and the CPI increase during the prior year, subject to a cap of 3 %.

Annual cash rent payments for the first lease year that commenced on May 17, 2022 was $ 200 million.

Annual cash rent payments for the second lease year that commenced on June 1, 2023 was $ 204 million.

MGM China land concessions .

1 unchanged sentence

The land leases are classified as operating leases.

Other information:

Components of lease costs and other information related to the Company’s leases are:

9 unchanged sentences

Total finance lease costs $ 75,528 $ 85,272 $ 75,829

(1) The Bellagio lease is held with a related party, as further discussed in Note 18.

Operating lease cost includes $ 331 million for each of the years ended December 31, 2022, 2021, and 2020, related to the Bellagio lease.

(2) For the years ended December 31, 2021 and 2020, interest expense includes the effect of COVID-19 related rent concessions, which was recognized as negative variable rent expense.

(1) Operating lease cost includes $ 331 million for each of the years ended December 31, 2023, 2022, and 2021, related to the Bellagio lease, which is held with a related party.

(2) For the year ended December 31, 2021, interest expense includes the effect of COVID-19 related rent concessions, which was recognized as negative variable rent expense.

(In thousands)

21 unchanged sentences

Finance leases 6 5

(1) As of December 31, 2022 and 2021, operating lease right-of-use assets, net included $ 3.5 billion and $ 3.6 billion related to the Bellagio lease, respectively.

(1) As of December 31, 2023 and 2022, operating lease right-of-use assets, net included $ 3.5 billion related to the Bellagio lease for each of the respective periods.

(2) As of December 31, 2023 and 2022, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease for each of the respective periods.

26 unchanged sentences

NOTE 12 – COMMITMENTS AND CONTINGENCIES

The Company is a party to various legal proceedings, most of which relate to routine matters incidental to its business.

Cybersecurity litigation, claims, and investigations.

In September 2023, through unauthorized access to certain of its U.S.

systems, third-party criminal actors obtained, for some of the Company’s 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 Company has been and continues to notify individuals impacted by this issue in accordance with federal and state law.

In connection with this cybersecurity issue, the Company became subject to consumer class actions in U.S.

federal and state courts.

These class actions assert a variety of common law and statutory claims based on allegations that the Company failed to use reasonable security procedures and practices to safeguard customers’ personal information, and seek monetary and statutory damages, injunctive relief and other related relief.

In addition, the Company is the subject of investigations by state and federal regulators, which also could result in monetary fines and other relief.

The Company cannot predict the timing or outcome of any of these potential matters, or whether the Company may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions.

While the Company believes it is reasonably possible that it may incur losses associated with the above-described proceedings, it is not possible to estimate the amount of loss or range of loss, if any, that might result from adverse judgments, settlements, or other resolution given the preliminary stage of these proceedings.

The Company has incurred, and expects to continue to incur, certain expenses related to the cybersecurity issue, including expenses to respond to, remediate, and investigate this matter.

The full scope of the costs and related impacts of this issue, including the extent to which all of the costs will be offset by cybersecurity insurance, has not been determined.

Other litigation .

The Company is a party to various other legal proceedings, most of which relate to routine matters incidental to its business.

Management does not believe that the outcome of such proceedings will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

MGM Grand Paradise concession contract.

Pursuant to the concession contract, MGM Grand Paradise is required to pay (i) a special gaming tax of 35% of gross gaming revenue, which is subject to a minimum annual payment that would be levied in the form of a special premium in the event the minimum amount is not achieved, (ii) a fixed annual premium, (iii) a variable premium based on the number of gaming tables and machines, and (iv) special levies of up to 5% of gross gaming revenue.

Pursuant to the concession contract, MGM Grand Paradise is required to pay (i) a special gaming tax of 35% of gross gaming revenue and a special levy of up to 5% of gross gaming revenue, of which the tax is subject to a minimum annual payment in the form of a special premium in the event the minimum amount is not achieved, (ii) a fixed annual premium, and (iii) a variable premium based on the number of gaming tables and machines.

Based upon the approved number of gaming tables and slot machines as of December 31, 2023, the premiums for the above obligations payable to the Macau government are approximately MOP 2.2 billion ($ 269 million as of December 31, 2023) during each of the next five years ending December 31, 2028, and approximately MOP 8.7 billion ($ 1.1 billion as of December 31, 2023) in the aggregate thereafter through the expiration of the gaming concession in December 2032.

In addition, MGM Grand Paradise is required to make annual payments in connection with the temporary use of the reverted gaming assets based upon square meters of the reverted casino areas.

Based upon the approved number of gaming tables and slot machines, estimates of the Macau average price index, and square meters of the reverted casino areas, each as of January 1, 2023, the minimum future payments for the above obligations are approximately MOP 22.8 billion ($ 2.8 billion as of December 31, 2022).

The gaming concession also obligates MGM Grand Paradise to invest in various gaming and non-gaming projects and the development of international tourist markets over the ten-year term of the concession in an amount of approximately MOP 16.7 billion ($ 2.1 billion as of December 31, 2022) of which MOP 15 billion ($ 1.9 billion as of December 31, 2022) is designated for non-gaming projects, for which the non-gaming commitment is subject to increases of up to 20 % in the following years if the market-wide Macau annual gross gaming revenue achieves or exceeds MOP 180 billion ($ 22.4 billion as of December 31, 2022).

The increased commitment is subject to a 4 % reduction per year if the triggering event occurs on or after the sixth year of the term of the concession contract.

Such payments will be adjusted with the Macau average price index during the term of the reversion agreement.

The annual payment to the Macau government is approximately MOP 45 million ($ 6 million as of December 31, 2023) during each of the next two years ending December 31, 2025, approximately MOP 148 million ($ 18 million as of December 31, 2023) during each of the following three years

ending December 31, 2028, and approximately MOP 594 million ($ 74 million as of December 31, 2023) in the aggregate thereafter through the term of the reversion agreement, with each annual payment subject to the Macau average price index adjustment.

The minimum required amount of the payments described in (ii) and (iii) above, as well as the payments relating to the use of the reverted gaming assets were accrued as of and at the commencement of the concession contract as an offset to the related intangible asset as further discussed in Note 7.

Payments incremental to minimum amounts due or any subsequent changes to the amounts due under such payments are expensed as incurred.

In 2023, the non-gaming commitment increased in accordance with the concession contract as a result of market-wide Macau annual gross gaming revenue exceeding MOP 180 billion and, accordingly, the total gaming and non-gaming project commitment over the ten-year term of the concession increased to MOP 19.7 billion ($ 2.4 billion as of December 31, 2023), of which MOP 18 billion ($ 2.2 billion as of December 31, 2023) is designated for non-gaming projects.

The projects related to the investment are subject to annual review and Macau government approval and, therefore, the timing and magnitude of the projects comprising the investment are subject to change.

MGM Grand Paradise submitted the list of investments and projects it intended to carry out in 2024 to the Macau government in the fourth quarter of 2023, which has been approved by the Macau government.

The gaming law also requires concessionaires to maintain share capital of at least MOP 5 billion (approximately $ 622 million as of December 31, 2023), which further required a cash deposit of such amount until commencement of activity under the concession on January 1, 2023 at which point the deposit was available for use in operations, provided that the net asset value of the concessionaire is not at any time less than such amount.

MGM China bank guarantees.

In connection with the issuance of the gaming concession in January 2023, bank guarantees were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 124 million as of December 31, 2023) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession.

The guarantees expire 180 days after the end of the concession term.

As of December 31, 2022, MOP 1 billion (approximately $ 124 million as of December 31, 2022) of the bank guarantees were secured by pledged cash and, in connection with a release of MOP 300 million of such pledged cash during the year ended December 31, 2023, MOP 700 million of the bank guarantees (approximately $ 87 million as of December 31, 2023) were secured by pledged cash as of December 31, 2023.

Shortfall guarantees.

The Company provides shortfall guarantees of the $ 3.01 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, the landlord of Bellagio, which matures in 2029, and of the $ 3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of the landlords of Mandalay Bay and MGM Grand Las Vegas, which matures in 2032 and has an anticipated repayment date of March 2030.

The terms of the shortfall guarantees provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of the applicable property owned by the landlord, and the debt obligation.

The guarantees are accounted for under ASC 460 at fair value;

such value is immaterial.

MGM/Osaka IR KK guarantees.

The Company provides for guarantees to the government of Osaka (1) in the amount of 12.65 billion yen (approximately $ 89 million as of December 31, 2023) for 50 % of Osaka IR KK’s obligations to Osaka under various agreements related to the development of an integrated resort in Osaka, Japan by Osaka IR KK and (2) of an uncapped amount to provide funding to Osaka IR KK, if necessary, for the completion of the construction and full opening of the integrated resort.

The guarantees expire when the obligations relating to the full opening of the integrated resort are fulfilled.

The guarantees are accounted for under ASC 460 at fair value;

such value is immaterial.

MGM/Osaka IR KK funding commitment.

The Company has commitments to fund Osaka IR KK for its proportionate share of the unfinanced portion of Osaka IR KK’s development project, for which the total development cost is currently committed to be 1.27 trillion yen (approximately $ 9 billion as of December 31, 2023).

The amount and timing of funding may vary based upon the progress and scope of the development, the availability and amount of financing to be obtained by Osaka IR KK, and the timing and amount of noncontrolling interest participation.

Other guarantees.

3 unchanged sentences

The amount of available borrowings under the credit facility is reduced by any outstanding letters of credit.

MGM China bank guarantees.

In May 2019, MGM Grand Paradise provided a bank guarantee to the government of Macau in the amount of MOP 820 million, which was increased in September 2022 to MOP 880 million (approximately $ 110 million as of December 31, 2022) to warrant the fulfillment of an existing commitment of labor liabilities upon

expiration of the gaming subconcession.

In connection with the expiration of the gaming subconcession and issuance of the gaming concession in January 2023, the bank guarantees were cancelled and bank guarantees, secured by pledged cash, were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 124 million as of December 31, 2022) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession.

The guarantees expire 180 days after the end of the concession term.

Bellagio BREIT Venture shortfall guarantee.

The Company provides a shortfall guarantee of the $ 3.01 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, which matures in 2029.

The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of Bellagio owned by Bellagio BREIT Venture, and the debt obligation.

This guarantee is accounted for under ASC 460 at fair value;

such value is immaterial.

VICI BREIT Venture shortfall guarantee.

The Company provides a shortfall guarantee of the $ 3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of VICI BREIT Venture, which has an initial term of 12 years, maturing in 2032, with an anticipated repayment date of March 2030.

The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of Mandalay Bay and MGM Grand Las Vegas, owned by VICI BREIT Venture, and the debt obligation.

This guarantee is accounted for under ASC 460 at fair value;

such value is immaterial .

NOTE 13 — STOCKHOLDERS’ EQUITY

4 unchanged sentences

Balances, January 1, 2021

Other comprehensive income (loss) before reclassifications 27,762 ( 94,740 ) — ( 66,978 )

Amounts reclassified from accumulated other comprehensive loss to interest expense — 17,922 — 17,922

Amounts reclassified from accumulated other comprehensive loss to “Other, net” — ( 2,547 ) — ( 2,547 )

Other comprehensive income (loss), net of tax 27,762 ( 79,365 ) — ( 51,603 )

Other changes in accumulated other comprehensive loss:

MGP Class A share issuances — — 646 646

MGM Grand Las Vegas and Mandalay Bay transaction — — ( 59 ) ( 59 )

Redemption of MGP OP units — — 8,773 8,773

Other — — ( 1,018 ) ( 1,018 )

Changes in accumulated other comprehensive loss 27,762 ( 79,365 ) 8,342 ( 43,261 )

Other comprehensive (income) loss attributable to noncontrolling interest ( 12,051 ) 34,837 — 22,786

Balances, December 31, 2020

$ 12,964 $ ( 55,357 ) $ 11,716 $ ( 30,677 )

Other comprehensive income (loss) before reclassifications ( 24,655 ) 12,588 — ( 12,067 )

Amounts reclassified from accumulated other comprehensive loss to interest expense — 22,200 — 22,200

Amounts reclassified to interest expense

— 22,200 — 22,200

Other comprehensive income (loss), net of tax ( 24,655 ) 34,788 — 10,133

Other changes in accumulated other comprehensive loss:

Other changes:

MGP Class A share issuances — — 3,240 3,240

1 unchanged sentence

Other — — ( 2,358 ) ( 2,358 )

Changes in accumulated other comprehensive loss ( 24,655 ) 34,788 6,209 16,342

( 24,655 ) 34,788 6,209 16,342

Other comprehensive (income) loss attributable to noncontrolling interest 10,784 ( 21,065 ) — ( 10,281 )

2 unchanged sentences

Other comprehensive income before reclassifications 27,336 30,692 — 58,028

Amounts reclassified from accumulated other comprehensive loss to interest expense — 7,000 — 7,000

Amounts reclassified to interest expense

— 7,000 — 7,000

Other comprehensive income, net of tax 27,336 37,692 — 65,028

Other changes in accumulated other comprehensive income:

Other changes:

Deconsolidation of MGP — 28,151 ( 17,067 ) 11,084

Other 1,074 — ( 1,794 ) ( 720 )

Changes in accumulated other comprehensive income 28,410 65,843 ( 18,861 ) 75,392

28,410 65,843 ( 18,861 ) 75,392

Other comprehensive (income) loss attributable to noncontrolling interest 6,932 ( 24,209 ) — ( 17,277 )

1 unchanged sentence

34,435 — ( 936 ) 33,499

Other comprehensive income before reclassifications 109,278 — — 109,278

Amounts reclassified to "Other, net"

Other comprehensive income, net of tax 109,278 — 936 110,214

Other comprehensive loss attributable to noncontrolling interest 183 — — 183

Balances, December 31, 2023

$ 143,896 $ — $ — $ 143,896

Noncontrolling interest

3 unchanged sentences

(In thousands)

Net income (loss) attributable to MGM Resorts International $ 1,473,093 $ 1,254,370 $ ( 1,032,724 )

Net income attributable to MGM Resorts International $ 1,142,180 $ 1,473,093 $ 1,254,370

Transfers from/(to) noncontrolling interest:

MGP Class A share issuances — — 103,174

MGM Grand Las Vegas and Mandalay Bay transaction — — ( 6,562 )

Redemption of MGP OP units — — 176,659

2 unchanged sentences

Net transfers from noncontrolling interest — 10,964 274,771

Change from net income (loss) attributable to MGM Resorts International and transfers to noncontrolling interest $ 1,484,057 $ 1,529,141 $ ( 883,579 )

Change from net income attributable to MGM Resorts International and transfers to noncontrolling interest

$ 1,142,180 $ 1,484,057 $ 1,529,141

Noncontrolling interest ownership transactions

MGP Class A share issuance – Forward settlements.

On February 11, 2020 through February 13, 2020, MGP settled approximately 13 million Class A shares issued under forward sales agreements from MGP’s November 2019 offering and under MGP’s At-the-Market (“ATM”) program.

In connection with the settlements, MGP OP issued an equal amount of MGP OP units to MGP.

The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income.

Subsequent to the settlements, the Company indirectly owned 61.2 % of the partnership units in the MGP OP.

MGP Class A share issuance – BREIT.

On February 14, 2020, in connection with MGP’s registered sale of approximately 5 million Class A shares to BREIT, MGP OP issued an equal amount of MGP OP units to MGP.

The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income.

Subsequent to the issuance, the Company indirectly owned 60.3 % of the partnership units in MGP OP.

MGP Class A share issuance – MGM Grand Las Vegas and Mandalay Bay transaction.

In February 2020, in connection with the MGM Grand Las Vegas and Mandalay Bay transaction, MGP OP issued approximately 3 million MGP OP units to the Company as discussed in Note 1.

Subsequent to the issuance, the Company indirectly owned 60.6 % of the partnership units in MGP OP.

Redemption of MGP OP units.

O n January 14, 2020, the Company, 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 the Company in connection with the Company exercising its right to require MGP OP to redeem MGP OP units that the Company holds, 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 the Company’s receipt of cash proceeds of $ 1.4 billion as consideration for the redemption of the Company’s MGP OP units.

On May 18, 2020, MGP OP redeemed approximately 30 million MGP OP units from the Company for $ 700 million pursuant to the waiver agreement.

The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income.

Subsequent to the redemption, the Company indirectly owned 56.7 % of the partnership units in MGP OP.

Further, on December 2, 2020, MGP OP redeemed approximately 24 million MGP OP units from the Company for $ 700 million pursuant to the waiver agreement.

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

The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling

interests’ ownership percentage of MGP OP’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income.

Subsequent to the redemption and as of December 31, 2020, the Company indirectly owned 53.0 % of the partnership units in MGP OP.

MGP Class A share issuance – March 2021.

7 unchanged sentences

Subsequent to the collective transactions, the Company indirectly owned 42.1 % of the partnership units in MGP OP.

MGP Class A share issuances – ATM program.

MGP Class A share issuances – At-the-Market (“ATM”) program.

During the year ended December 31, 2021, MGP issued approximately 3 million Class A shares under its ATM program, which completed its ATM program.

8 unchanged sentences

In February 2020, upon substantial completion of the May 2018 $ 2.0 billion stock repurchase plan, the Company announced that the Board of Directors authorized a $ 3.0 billion stock repurchase plan.

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

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

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

Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws.

Repurchases of common stock may also be made under a Rule 10b5-1

plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws.

The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.

During the year ended December 31, 2020, the Company repurchased approximately 11 million shares of its common stock at an average price of $ 32.57 per share for an aggregate amount of $ 354 million.