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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 32 added, 41 removed, 209 unchanged (26% of the section changed)

20 unchanged sentences

Management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the Company’s internal control over financial reporting using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

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

Based on its evaluation as of December 31, 2023, management believes that the Company’s internal control over financial reporting is effective in achieving the objectives described above.

1 unchanged sentence

OTHER INFORMATION

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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(1) As of December 31, 2023, we had 4.5 million restricted stock units and 1.5 million performance share units outstanding that do not have an exercise price.

therefore, the weighted average per share exercise price only relates to outstanding stock appreciation rights.

As of December 31, 2023 there are no outstanding options, warrants, and rights that have an exercise price.

The amount included in the securities outstanding above for performance share units assumes that each target price is achieved.

7 unchanged sentences

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets — December 31, 2022 and 2021

Years Ended December 31, 2022, 2021 and 2020

Consolidated Balance Sheets

Consolidated Statements of Operations

5 unchanged sentences

Number Description

2.1 Equity Purchase Agreement by and between MGM CC Holdings, Inc., Infinity World Development Corp.

and, solely for purposes of Article X thereof, MGM Resorts International, dated as of June 30, 2021 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on July 1, 2021).

2.2 Master Transaction Agreement by and among MGM Resorts International, CityCenter Land, LLC and Ace Purchaser LLC, dated as of June 30, 2021 (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed on July 1, 2021).

2.3 Master Transaction Agreement, by and among MGM Resorts International, MGM Growth Properties LLC, MGM Growth Properties Operating Partnership LP, VICI Properties Inc., Venus Sub LLC, VICI Properties L.P.

and VICI Properties OP LLC, dated as of August 4, 2021 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on August 5, 2021).

2.4 Purchase Agreement by and among BRE Spade Parent LLC, BRE Spade PropCo Holdings LLC, BRE Spade Mezz 1 LLC, BRE Spade Voteco LLC and MGM Resorts International, dated as of September 26, 2021 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on September 28, 2021).

2.5 Purchase Agreement by and between MGM Resorts International and HR Nevada, LLC, dated as of December 13, 2021 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on December 14, 2021).

3.1 Amended and Restated Certificate of Incorporation of the Company, dated June 14, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).

5 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 22, 2012).

4.1(5) Fourth Supplemental Indenture, dated November 25, 2014, among the Company, the guarantors named therein and U.S.

Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among the Company and U.S.

Bank National Association, as trustee, relating to the 6.000% senior notes due 2023 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 25, 2014).

Fifth Supplemental Indenture, dated August 19, 2016, among MGM Resorts International, the guarantors named therein and U.S.

23 unchanged sentences

10.1(1) Credit Agreement, dated as of November 24, 2021, among the Company, Bank of America, N.A., as administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 26, 2021).

First Amendment to Credit Agreement, date d August 31, 2023, b y and among the Company, Bank of America, N.A., as administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 (1 ) o f the Company ’ s Quarterly Report on Form 10-Q fi led on No vember 8 , 2023).

Revolving Credit Facility Agreement, dated August 12, 2019 (the “2019 Revolving Credit Facility”), by and among MGM China Holdings Limited and certain Arrangers and Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 13, 2019).

1 unchanged sentence

Amendment Letter to the 2019 Revolving Credit Facility Agreement, dated April 9, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020).

Amendment Letter to the 2019 Revolving Credit Facility, dated June 30, 2023, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 2, 2023).

Revolving Credit Facility Agreement, dated May 26, 2020 (the “2020 Revolving Credit Facility”), by and among MGM China Holdings Limited and certain Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 29, 2020).

6 unchanged sentences

Amendment Letter to the 2020 Revolving Credit Facility, dated February 10, 2022, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on May 2, 2022).

Amendment Letter to the 2020 Revolving Credit Facility, dated June 30, 2023, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 2, 2023).

I ncrease C onfirmation to the 2020 Revol v ing Credit Facility , dated as of A ugust 3, 2023 , between t he Increase Lender and the Facility Agent (incorp orate d by ref erence to Exhibit 10.1(2) of the Company ’ s Qu arterly Report o n Form 10-Q filed on November 8, 2023) .

^10.1(17)

Increase Confirmation to the 2020 Revolving Credit Facility, dated as of October 16, 2023, between the Increase Lender and the Facility Agent.

^10.1(18)

Increase Conf irmation to the 2020 Revolving Cred it Facility, dated as of December 19, 2023, between the Increase Lender and the Facility Agent.

Guaranty Agreement, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 18, 2019).

1 unchanged sentence

10.2(1) Concession Contract, effective as of January 1, 2023, by and between MGM Grand Paradise S.A.

and the Government of the Macau SAR.

and the Government of the Macau SAR (incorporated by reference to Exhibit 10.2(1) of the Company’s Annual Report on Form 10-K filed on February 24, 2023) .

10.2(2) Land Concession Agreement, dated as of April 18, 2005, relating to the MGM Macau resort and casino between the Special Administrative Region of Macau and MGM Grand Paradise, S.A.

4 unchanged sentences

10.3(2) First Amendment to Amended and Restated Master Lease, dated as of December 19, 2022, by and between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 19, 2022).

10.3(3) Second Amendment to Amended and Restated Master Lease, dated as of February 15, 2023, by and between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 1, 2023).

10.3(4) Lease, by and between BCORE Paradise LLC and Bellagio, LLC, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 18, 2019).

3 unchanged sentences

10.3(8) Master Lease by and among Ace A PropCo LLC, Ace V PropCo LLC and MGM Lessee III, LLC, dated as of September 28, 2021 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 28, 2021).

Amend ment to Master Lease, b y an d among Ace A PropCo LL C, A ce V P ropCo LLC and MGM Lessee III, LLC, dated as of No vember 17, 2021,

Lease by and between Marker LV Propco LLC and Nevada Property 1 LLC, dated as of May 17, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 17, 2022).

6 unchanged sentences

*10.4(4) Deferred Compensation Plan II, as Amended and Restated, effective December 17, 2014 (incorporated by reference to Exhibit 10.4(6) of the Company’s Annual Report on Form 10-K filed on March 2, 2015).

*10.4(5) Amendment Number Two to the MGM Resorts Deferred Compensation Plan II, effective November 1, 2022.

*10.4(5) Amendment Number Two to the MGM Resorts Deferred Compensation Plan II, effective November 1, 2022 (incorporated by reference to Exhibit 10.4(5) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

*10.4(6) Supplemental Executive Retirement Plan II, dated as of December 30, 2004 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on January 10, 2005).

6 unchanged sentences

*10.4(10) Amendment No.

4 to the Supplemental Executive Retirement Plan II, effective November 1, 2022.

4 to the Supplemental Executive Retirement Plan II, effective November 1, 2022 (incorporated by reference to Exhibit 10.4(10) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

*10.4(11) Employment Agreement, effective as of September 1, 2022, by and between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

3 unchanged sentences

*10.4(14) Employment Agreement, effective as of September 1, 2022, by and between the Company and John McManus (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

*10.4(15) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and William Hornbuckle.

*10.4(16) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and Corey Sanders.

*10.4(17) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and Jonathan Halkyard.

*10.4(18) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and John McManus.

*10.4(19) Employment agreement, effective as of October 1, 2022, by and between the Company and Gary Fritz .

*10.4(15) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.4(15) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

*10.4(16) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and Corey Sanders (incorporated by reference to Exhibit 10.4(16) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

*10.4(17) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and Jonathan Halkyard (incorporated by reference to Exhibit 10.4(17) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

*10.4(18) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and John McManus (incorporated by reference to Exhibit 10.4(18) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

*10.4(19) Employment agreement, effective as of October 1, 2022, by and between the Company and Gary Fritz (incorporated by reference to Exhibit 10.4(19) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

*10.4(20) Amended and Restated Deferred Compensation Plan for Non-employee Directors, effective as of June 5, 2014 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 11, 2014).

*10.4(21) First Amendment to MGM Resorts International 2012 Deferred Compensation Plan for Non-Employee Directors, dated as of April 27, 2022 (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2022).

*10.4(22) Second Amendment to MGM Resorts International 2012 Deferred Compensation Plan for Non-Employee Directors, dated as of October 17, 2022.

*10.4(23) Form of Restricted Stock Units Agreement of the Company effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on November 6, 2015).

*10.4(24) Form of Restricted Stock Units Agreement of the Company (Performance) effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on November 6, 2015).

*10.4(22) Second Amendment to MGM Resorts International 2012 Deferred Compensation Plan for Non-Employee Directors, dated as of October 17, 2022 (incorporated by reference to Exhibit 10.4(22) of the Company’s Annual Report on Form 10-K filed on February 24, 2023).

Form of RSU Agreement (Named Executive Officer Employment Agreement Awards) (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed on March 31, 2020).

Form of RSU Agreement (Hornbuckle) (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed on March 31, 2020).

*10.4(27) Form of Performance Share Units Agreement of the Company effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed on November 6, 2015).

*10.4(28) Form of Bonus Performance Share Units Agreement of the Company, effective for bonus awards granted in March 2016 and thereafter (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 6, 2016).

Amended and Restated Change of Control Policy for Executive Officers, effective August 16, 2022 (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on August 22, 2022).

*10.4(30) Form of Memorandum Agreement re:

Changes to Severance and Change of Control Policies (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed on November 8, 2012).

*10.4(31) Form of Letter to Employees re:

Existing Equity Awards (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on March 10, 2017).

*10.4(32) Form of Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on March 10, 2017).

Form of Restricted Stock Unit Agreement (Non-Employee Director) (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on March 10, 2017).

*10.4(34) Form of Restricted Stock Unit Agreement (no Performance Hurdle) (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed on March 10, 2017).

Form of Restricted Stock Unit (Deferred Payment Bonus) (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on May 7, 2018).

*10.4(36) Form of Relative Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.5(41) of the Company’s Annual Report on Form 10‑K filed on March 1, 2018).

Form of Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.5(41) of the Company’s Annual Report on Form 10-K filed on February 27, 2020).

9 unchanged sentences

Hornbuckle, Sanders & McManus) (incorporated by reference to Exhibit 10.5(45) of the Company’s Annual Report on From 10-K filed on February 25, 2022).

MGM Securities Trading Policy

M GM Securities Trading Policy - Policy Supplement for Bl ackout Insiders

MGM Securities Trading Policy - Policy Supplement for Pre- Clearance Insiders

21 List of subsidiaries of the Company.

7 unchanged sentences

Section 1350.

97 Policy on Recovery of Incentive Compensation in Event of Financial Restatement

99.1 Description of Regulation and Licensing.

7 unchanged sentences

* Management contract or compensatory plan or arrangement.

** Exhibits 32.1 and 32.2 shall not be deemed filed with the SEC, nor shall they be deemed incorporated by reference in any filing with the SEC under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Certain long-term debt instruments of our consolidated subsidiaries, under which the total amount of securities authorized does not exceed 10 percent of our consolidated assets, are not filed as exhibits to this Annual Report on Form 10-K.

We will furnish a copy of these agreements to the SEC upon request.

In accordance with Rule 402 of Regulation S-T, the XBRL information included in Exhibit 101 and Exhibit 104 to this Form 10-K shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

** Exhibits 32.1 and 32.2 shall not be deemed filed with the SEC, nor shall they be deemed incorporated by reference in any filing with the SEC under the Exchange Act or the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Certain information contained in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.

In accordance with Rule 402 of Regulation S-T, the XBRL information included in Exhibit 101 and Exhibit 104 to this Form 10-K shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

FORM 10-K SUMMARY

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February 23, 2024

/s/ Gregory M.

February 23, 2024

February 24, 2023

/s/ Daniel J.

February 23, 2024

/s/ Benjamin S.

Winston Director

February 23, 2024

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

What changed 10-K

Item 9A. Controls and Procedures