What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-18 compared with 2024-02-23 · 289 added, 390 removed, 1157 unchanged (37% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Consolidated Statements of Cash Flows

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying consolidated balance sheets of MGM Resorts International and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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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 critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was 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

Goodwill – Empire City Reporting Unit — Refer to Note 7 to the financial statements

Critical Audit Matter Description

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.

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

The Company used the discounted cash flow model to estimate fair value, which requires management to make significant estimates and assumptions related to expected cash flows and projected financial results, including forecasted revenues and expenses (collectively the “forecast”), as well as the selection of discount rates.

Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment charge, or both.

The goodwill balance for the Empire City Reporting Unit (“Empire City”) was $256 million as of December 31, 2024.

The fair value of Empire City exceeded its carrying value by a substantial margin as of the measurement date and, therefore, no impairment was recognized.

However, the value of Empire City is dependent upon the Company obtaining a New York commercial gaming license and the timing thereof, as well as other related assumptions that may change throughout the bidding process as additional information becomes known.

These assumptions could

change materially as a result of new or additional information and, if they do, could result in an impairment of up to the full amount of Empire City’s goodwill of $256 million.

Given the significant judgments made by management to estimate the fair value of Empire City, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecast as well as the selection of the discount rate, specifically due to the sensitivity of the results of Empire City’s operations to obtaining a New York commercial gaming license and other related assumptions including the scope and timing related to (1) construction, (2) a potential transaction monetizing improvements and any rent associated with such transaction, and (3) incremental cash flows associated with an expanded facility including revenues and expenses, including license payments and gaming taxes, required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

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.

Our audit procedures related to the forecast and selection of the discount rate used by management to estimate the fair value of Empire City included the following, among others:

• We tested the effectiveness of controls over determining the fair value of Empire City, including those over management’s forecast and the selection of the discount rate.

• We evaluated management’s ability to accurately forecast revenues and expenses by comparing actual results to management’s historical forecasts.

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

– Comparing the forecasts, which include assumptions related to the Company obtaining a New York commercial gaming license and the timing thereof and incremental cash flows associated with an expanded facility, to information included in the Company’s communications to the Board of Directors, gaming industry reports, and other publicly available information;

– Evaluating management’s estimated construction costs associated with the expanded facility and comparing the estimates to previous construction projects performed by the Company;

– Evaluating management’s assumptions related to the monetization of improvements and any rent associated with such transaction and comparing the assumptions to market data;

– 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 rate 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 it to the discount rate selected by management.

/s/ Deloitte & Touche LLP

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Prepaid expenses and other 478,582 770,503

Assets held for sale — 608,437

Total current assets 4,363,599 4,910,593

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Operating lease right-of-use assets, net 23,532,287 24,027,465

Deferred income taxes

Other long-term assets, net 858,980 849,867

Total other assets 32,008,411 32,313,586

$ 42,231,627 $ 42,368,548

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Accounts and construction payable $ 412,662 $ 461,718

Current portion of long-term debt — 1,286,473

Accrued interest on long-term debt 69,916 60,173

Other accrued liabilities 2,869,105 2,604,177

Liabilities related to assets held for sale — 539,828

Total current liabilities 3,351,683 3,126,068

Deferred income taxes, net 2,860,997 2,969,443

Deferred income taxes

2,811,663 2,860,997

Long-term debt, net 6,362,098 6,343,810

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Other long-term obligations 910,088 542,708

Total liabilities

38,511,671 38,001,047

Commitments and contingencies (Note 12)

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Retained earnings 3,081,753 3,664,008

Accumulated other comprehensive income 143,896 33,499

Accumulated other comprehensive income (loss) ( 61,216 ) 143,896

Total MGM Resorts International stockholders’ equity

3,023,481 3,811,170

Noncontrolling interests 661,670 522,975

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3,685,151 4,334,145

$ 42,231,627 $ 42,368,548

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

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Entertainment, retail and other 1,694,548 1,683,923 1,731,929

Reimbursed costs 45,740 45,693 226,083

17,240,545 16,164,249 13,127,485

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Entertainment, retail and other 1,063,382 1,065,570 1,063,510

Reimbursed costs 45,740 45,693 226,083

General and administrative 4,825,313 4,700,657 4,226,617

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

Gain on consolidation of CityCenter, net — — ( 1,562,329 )

Depreciation and amortization 831,097 814,128 3,482,050

15,659,436 14,210,648 11,527,900

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

Loss from unconsolidated affiliates ( 90,653 ) ( 62,104 ) ( 160,213 )

Operating income 1,490,456 1,891,497 1,439,372

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MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

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Other — 936 —

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

Other comprehensive income (loss) ( 201,594 ) 110,214 65,028

Comprehensive income 863,014 1,425,138 271,759

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Depreciation and amortization 831,097 814,128 3,482,050

Amortization of debt discounts, premiums and issuance costs 27,844 32,769 40,328

Amortization of debt discounts and issuance costs

27,227 27,844 32,769

Loss on early retirement of debt 7,087 — —

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Property transactions, net 81,316 ( 370,513 ) ( 1,036,997 )

Foreign currency transaction loss

106,428 19,081 12,551

Foreign currency transaction loss (gain) ( 128,588 ) 106,428 19,081

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

Gain on consolidation of CityCenter, net — — ( 1,562,329 )

Noncash lease expense 515,403 516,120 437,603

1 unchanged sentence

32,237 1,112 ( 12,430 )

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

Loss from unconsolidated affiliates 91,387 63,136 183,670

Distributions from unconsolidated affiliates 21,929 20,121 37,435

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Debt issuance costs ( 38,318 ) ( 21,535 ) ( 1,367 )

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

Dividends paid to common shareholders — — ( 4,048 )

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Federal, state and foreign income taxes paid, net 266,996 344,397 22,955

Non-cash financing activities

Non-cash investing and financing activities

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

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

MGM Grand Paradise gaming concession payment obligation

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

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— — — ( 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 issuance — — 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

1 unchanged sentence

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)

Distributions to noncontrolling interest owners

— — — — — — ( 29,566 ) ( 29,566 )

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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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Distributions to noncontrolling interest owners — — — — — — ( 187,062 ) ( 187,062 )

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

Repurchases of common stock ( 33,458 ) ( 334 ) ( 42,062 ) ( 1,328,492 ) — ( 1,370,888 ) — ( 1,370,888 )

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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 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.

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.

The Company also owns LV Lion Holding Limited (together with its subsidiaries, “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 North America Venture”), an unconsolidated affiliate, which provides online sports betting and gaming in certain jurisdictions in North America.

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

Reportable segments.

The Company has three reportable segments:

Las Vegas Strip Resorts, Regional Operations and MGM China.

The Company has four reportable segments:

Las Vegas Strip Resorts, Regional Operations, MGM China, and MGM Digital.

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

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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.

Bellagio REIT 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.

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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 Accounting Standards Codification (“ASC”) 810.

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 North America Venture, 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 Accounting Standards Codification (“ASC”) 810.

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

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• Level 2 inputs for its long-term debt fair value disclosures.

• Level 2 inputs for its derivatives;

• Level 1 and Level 2 inputs for its debt investments;

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The fair value of these investments was $ 388 million and $ 435 million as of December 31, 2024 and 2023, 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.

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

For the year ended December 31, 2024 and December 31, 2023, the Company recorded a net loss on its equity investments of $ 47 million and $ 26 million, respectively.

For the year ended December 31, 2022, the Company recorded a net gain on its equity investments of $ 10 million.

The Company uses derivatives that are not designated for hedge accounting.

The changes in fair value of these derivatives are recorded within “Other, net” in the statements of operations and within “Other” in operating activities in the statements of cash flows.

The balance sheet classification of the derivatives in a current liability position are within “Other accrued liabilities,” a long-term liability position are within “Other long-term obligations,” a current asset position are within “Prepaid expenses and other,” and a long-term asset position are within “Other long-term assets, net.”

As of December 31, 2024, the Company has forward currency exchange contracts to manage its exposure to changes in foreign currency exchange rates.

As of December 31, 2024, the fair value of derivatives classified as liabilities were $ 96 million, with $ 57 million in current liabilities and $ 39 million in long-term liabilities.

As of December 31, 2023, the fair value of derivatives classified as assets were $ 10 million, with $ 1 million in current assets and $ 9 million in long-term assets, and liabilities of $ 17 million, with $ 8 million in current liabilities and $ 9 million in long-term liabilities.

For the year ended December 31, 2024, the Company recorded a net loss on its derivatives of $ 116 million.

Debt investments.

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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.

The following tables present information regarding the Company’s debt investments:

The following table presents information regarding the Company’s debt investments:

Fair value level December 31,

2 unchanged sentences

Money market funds Level 1 $ 52,794 $ 18,828

Commercial paper

Level 2 — 5,992

Cash and cash equivalents 52,794 18,828

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agency securities Level 2 — 9,804

Commercial paper and certificates of deposit Level 2 — 4,466

Corporate bonds Level 2 171,117 364,926

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Restricted cash.

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.

MGM China’s pledged cash of $ 87 million as of each of December 31, 2024 and 2023, 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, 2024 and 2023.

Accounts receivable and credit risk.

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Property and equipment are generally depreciated over the following estimated useful lives on a straight-line basis:

Buildings and improvements 15 to 40 years

Building and improvements

15 to 40 years

Land improvements 10 to 20 years

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The Company has investments in unconsolidated affiliates accounted for under the equity method.

Under the equity method, carrying value is adjusted for the Company’s share of the investees’ earnings and losses, amortization of certain basis differences, as well as capital contributions to and distributions from these companies.

Distributions in excess of equity method earnings are recognized as a return of investment and recorded as investing cash inflows in the accompanying consolidated statements of cash flows.

Under the equity method, carrying value is adjusted for the Company’s share of the investees’ earnings and losses, amortization of certain basis differences, as well as contributions to and distributions from these companies.

Distributions in excess of equity method earnings are recognized as a return of investment and recorded as investing cash inflows in the consolidated statements of cash flows.

The Company classifies operating income and losses as well as gains and impairments related to its investments in unconsolidated affiliates as a component of operating income or loss and classifies non-operating income or losses related to its investments in unconsolidated affiliates as a component of non-operating income or loss, as the Company’s investments in such unconsolidated affiliates are an extension of the Company’s core business operations.

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In performing the step zero analysis the Company considers macroeconomic conditions, industry and market considerations, current and forecasted financial performance, entity-specific events, and changes in the composition or carrying amount of net assets of reporting units for goodwill.

In addition, the Company takes into consideration the amount of excess of fair value over carrying value determined in the last quantitative analysis that was performed, as well as the period of time that has passed since the last quantitative analysis.

In addition, the Company takes into consideration the amount of excess of fair value over carrying value determined in the last quantitative analysis that was performed, as well as the

period of time that has passed since the last quantitative analysis.

If the step zero analysis indicates that it is more likely than not that the fair value is less than its carrying amount, the entity would proceed to a quantitative analysis.

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Note receivable.

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

on the date of repayment.

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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The transaction price for a casino wager is the difference between gaming wins and losses (“net win”).

In certain circumstances, the Company offers discounts on markers, which is estimated based upon historical business practice, and recorded as a reduction of casino revenue.

Commissions rebated to gaming promoters and VIP players at MGM China are also recorded as a reduction of casino revenue.

Discounts on markers and commissions rebated to players are recorded as a reduction of casino revenue.

The Company accounts for casino revenue on a portfolio basis given the similar characteristics of wagers by recognizing net win per gaming day versus on an individual wager basis.

9 unchanged sentences

Sales and usage-based taxes are excluded from revenues.

For some arrangements, the Company acts as an agent in that it arranges for another party to transfer goods and services and the Company is not the controlling entity, which primarily include certain of the Company’s entertainment shows and, in certain jurisdictions, the Company’s arrangement with BetMGM for online sports betting and iGaming.

The Company also has other contracts that include multiple goods and services, such as packages that bundle food, beverage, or entertainment offerings with hotel stays and convention services.

For such arrangements, the Company allocates revenue to each good or service based on its relative SSP.

The Company primarily determines the SSP of rooms, food and beverage, entertainment, and retail goods and services based on the amount that the Company charges when sold separately in similar circumstances to similar customers.

The Company primarily determines the SSP of rooms,

food and beverage, entertainment, and retail goods and services based on the amount that the Company charges when sold separately in similar circumstances to similar customers.

Contract and Contract-Related Liabilities.

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Increase / (decrease) $ 4,104 $ 25,937 $ 13,032 $ 18,371 $ 59,010 $ ( 50,150 )

The December 31, 2022 balances exclude liabilities related to assets held for sale.

Reimbursed cost.

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

The January 1, 2023 balances exclude liabilities related to assets held for sale.

Revenue by source.

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Corporate expense.

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.

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

Preopening and start-up expenses.

Preopening and start-up costs, including organizational costs, are expensed as incurred.

Preopening and start-up costs are expensed as incurred.

Costs classified as preopening and start-up expenses include payroll, outside services, advertising, and other expenses related to new or start-up operations.

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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.

Redeemable noncontrolling interests are presented outside of stockholders’ equity within the mezzanine section of the 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.

The table below reconciles basic and diluted income per share of common stock.

The Company records such adjustments to retained earnings, to the extent available, with any residual amount applied against capital in excess of par value.

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

Earnings per share of common stock.

The table below reconciles basic and diluted earnings per share of common stock.

Diluted net income attributable to common stockholders includes adjustments for redeemable noncontrolling interests.

Diluted weighted-average common and common equivalent shares include adjustments for potential dilution of stock-based awards outstanding under the Company’s stock compensation plan.

Antidilutive share-based awards excluded from the diluted earnings per share calculation are not material.

Year Ended December 31,

9 unchanged sentences

310,232 358,627 412,993

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

Currency translation.

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Accumulated other comprehensive income (loss).

Comprehensive income (loss) includes net income (loss) and all other non-stockholder changes in equity, or other comprehensive income (loss).

Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss).

Elements of the Company’s accumulated other comprehensive income (loss) are reported in the consolidated statements of stockholders’ equity.

2 unchanged sentences

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 adopted accounting standards.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Improvements to Reportable Segment Disclosures,” which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

The Company adopted ASU 2023-07 for the year ended December 31, 2024.

Refer to Note 17 for segment information.

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.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which requires public companies, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

The Company plans to adopt ASU 2023-09 for its annual period ending December 31, 2025 and is currently assessing the impact of adoption.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which primarily requires disaggregation of specific expense categories in disclosures within the footnotes on an annual and interim basis.

ASU 2024-03 is effective for the Company’s annual period ending December 31, 2027 and interim periods thereafter.

Early adoption is permitted.

The Company is currently assessing the impact of adoption.

NOTE 3 — ACCOUNTS RECEIVABLE, NET

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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.

On August 31, 2023, LeoVegas acquired 86 % of digital gaming developer, Push Gaming Holding Limited (“Push Gaming”) for total consideration of $ 146 million, which was allocated to $ 126 million of goodwill and $ 40 million of amortizable intangible assets.

LeoVegas acquisition.

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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 aggregate fair value of the acquired equity interests of LeoVegas was determined by the tender price and equaled $ 556 million, inclusive of

cash settlement of equity awards.

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.

The fair value of the acquired equity interests of LeoVegas was determined by the tender price and equaled $ 556 million, inclusive of cash settlement of equity awards.

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

T he Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs.

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 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.

All of the goodwill was assigned to Corporate and other.

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

Cash and cash equivalents $ 93,407

Receivables and other current assets 36,872

Technology 109,027

Trademarks 144,374

Customer lists 126,526

Goodwill 288,367

Other long-term assets 19,181

Accounts payable, accrued liabilities, and other current liabilities ( 118,302 )

Debt ( 104,439 )

Other long-term liabilities ( 36,457 )

Noncontrolling interests ( 2,861 )

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

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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.

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 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 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.

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 $ 80,670

Receivables and other current assets 94,354

Property and equipment 120,912

Trademarks 130,000

Customer lists 95,000

Goodwill 1,289,468

Operating lease right-of-use-assets, net 3,404,894

Other long- term assets 23,709

Accounts payable, accrued liabilities, and other current liabilities ( 145,136 )

Operating lease liabilities ( 3,401,815 )

Other long-term liabilities ( 1,570 )

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

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 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.

Through the acquisition, the Company obtained 100 % of the equity interests and, therefore, consolidated CityCenter as of September 27, 2021.

The fair value of the equity interests was determined by the transaction price and equaled $ 4.25 billion.

The carrying value of the Company’s equity method investment was less than its share of the fair value of CityCenter at the acquisition date, resulting in a net gain of $ 1.6 billion upon consolidation, which was recognized as “Gain on consolidation of CityCenter, net” on the consolidated statements of operations.

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.

See Note 11 for discussion of the lease.

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.

The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of its controlling interest of CityCenter had occurred as of January 1, 2020 and the acquisition of The Cosmopolitan had occurred as of January 1, 2021.

The pro forma information excludes the gain on consolidation of CityCenter and does not reflect transactions that occurred subsequent to acquisition, such as the Aria and Vdara real estate sale-leaseback transaction or the repayment of CityCenter’s assumed debt.

Unaudited pro forma information - The Cosmopolitan acquisition.

The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of The Cosmopolitan had occurred as of January 1, 2021.

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.

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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.

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

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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 Mirage transaction.

The Mirage sale.

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

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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.

Gold Strike Tunica sale.

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.

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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

The major classes of assets and liabilities derecognized in connection with the sale in 2023 were as follows:

Gold Strike Tunica

(In thousands)

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Inventories 1,087

Income tax receivable 5,486 — —

Prepaid expenses and other 1,522

Property and equipment, net 21,300

Investments in and advances to unconsolidated affiliates 817,901 — —

Goodwill 40,523

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Accounts payable $ 1,657

Accrued interest on long-term debt 68,150 — —

Other accrued liabilities 13,778

Deferred income taxes, net 1,284 — —

Long-term debt, net 4,259,473 — —

Operating lease liabilities 516,136

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Land $ 484,338 $ 489,710

Buildings, building improvements and land improvements 4,910,701 4,513,319

Building, building improvements, and land improvements

5,150,315 4,910,701

Furniture, fixtures, and equipment

5,300,400 4,633,734

Construction in progress 600,945 506,242

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NOTE 6 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates consisted of the following:

(In thousands)

BetMGM ( 50 %)

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:

Investments in and advances to unconsolidated affiliates were $ 381 million and $ 241 million as of December 31, 2024 and 2023, respectively.

The Company’s share of losses of BetMGM North America Venture in excess of its equity method investment balance was $ 89 million and $ 5 million as of December 31, 2024 and 2023, respectively, which is recorded within “Other current liabilities” on the consolidated balance sheets.

The Company recorded its share of loss from unconsolidated affiliates as follows:

Year Ended December 31,

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(In thousands)

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

Loss from unconsolidated affiliates $ ( 90,653 ) $ ( 62,104 ) $ ( 160,213 )

Non-operating items from unconsolidated affiliates ( 734 ) ( 1,032 ) ( 23,457 )

$ ( 91,387 ) $ ( 63,136 ) $ ( 183,670 )

The following table summarizes information related to the Company’s share of operating income (loss) from unconsolidated affiliates:

The following table summarizes information related to the Company’s share of operating loss from unconsolidated affiliates:

Year Ended December 31,

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(In thousands)

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

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

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

BetMGM North America Venture

( 110,079 ) ( 90,894 ) ( 234,464 )

Other 19,426 28,790 23,200

$ ( 90,653 ) $ ( 62,104 ) $ ( 160,213 )

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 sale of Harmon land.

In June 2021, CityCenter closed the sale of its Harmon land for $ 80 million on which it recorded a $ 30 million gain.

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 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

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Finite-lived intangible assets:

MGM Grand Paradise gaming subconcession — 4,519,486

Accumulated amortization — ( 4,519,486 )

Customer lists 296,600 306,627

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A summary of changes in the Company’s goodwill is as follows:

Balance at January 1 Acquisitions/Divestitures Reclassifications Currency exchange Balance at December 31

Balance at January 1 Acquisitions

Currency exchange Balance at December 31

(In thousands)

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MGM China 1,349,356 — 7,269 1,356,625

Corporate and other 310,485 125,612 — 12,292 448,389

448,389 215 ( 28,174 ) 420,430

Balance at January 1 Acquisitions Reclassifications Currency exchange Balance at December 31

$ 5,165,694 $ 215 $ ( 20,905 ) $ 5,145,004

Balance at January 1 Acquisitions Currency exchange Balance at December 31

(In thousands)

2 unchanged sentences

MGM China 1,350,878 — ( 1,522 ) 1,349,356

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

310,485 125,612 12,292 448,389

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

$ 5,029,312 $ 125,612 $ 10,770 $ 5,165,694

Refer to Note 4 for discussion on the Push Gaming acquisition within the MGM Digital segment.

MGM Grand Paradise gaming subconcession and gaming concession.

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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 current portion of $ 8 million and $ 7 million was recorded within “Other accrued liabilities” and noncurrent portion of $ 207 million and $ 214 million of the remaining liability was recorded within “Other long-term liabilities,” in the consolidated balance sheets as of December 31, 2024 and 2023, respectively.

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.

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:

Amortization expense related to intangible assets was $ 119 million, $ 103 million and $ 2.7 billion for 2024, 2023, and 2022, respectively.

As of December 31, 2024, estimated future amortization was as follows:

Years ending December 31,

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MGM China first revolving credit facility $ 477,567 $ 371,300

MGM China second revolving credit facility — 224,313

LeoVegas senior notes, due 2023 — 36,580

6 % senior notes, due 2023

5.375 % MGM China senior notes, due 2024

750,000 750,000

6.75 % senior notes, due 2025

750,000 750,000

5.75 % senior notes, due 2025

675,000 675,000

5.25 % MGM China senior notes, due 2025

10 unchanged sentences

750,000 750,000

6.125 % senior notes, due 2029

7.125 % MGM China senior notes, due 2031

6.5 % senior notes, due 2032

7 % debentures, due 2036

6,403,119 6,371,852

Premiums, discounts, and unamortized debt issuance costs, net ( 28,042 ) ( 41,899 )

Unamortized discounts and debt issuance costs, net

( 41,021 ) ( 28,042 )

Current portion — ( 1,286,473 )

$ 6,362,098 $ 6,343,810

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.

MGM China’s senior notes due within one year of the applicable balance sheet date were classified as long-term as MGM China had both the intent and ability to refinance the notes on a long-term basis.

Interest expense, net consisted of the following:

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Senior secured credit facility.

In November 2021, the Company terminated its previous revolving facility and entered into a new $ 1.675 billion revolving credit facility maturing in November 2026.

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

The revolving credit facility bears interest of SOFR plus 1.50 % to 2.25 % determined by reference to a rent adjusted total net leverage ratio pricing grid.

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The Company was in compliance with its credit facility covenants at December 31, 2024.

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.

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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 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.

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MGM China second revolving credit facility.

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.

At December 31, 2024, the MGM China second revolving credit facility consisted of a HK$ 5.85 billion (approximately $ 753 million) unsecured revolving credit facility.

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);

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

The option to increase the amount of the facility was further exercised in May 2024, increasing the facility by HK$ 1.26 billion (approximately $ 162 million) to its full capacity of HK$ 5.85 billion.

At December 31, 2024, no amounts were drawn on the MGM China second revolving credit facility.

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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 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.

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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 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 September 2024, the Company issued $ 850 million in aggregate principal amount of 6.125 % notes due 2029.

The Company used the net proceeds from the offering to fund the early redemption of its $ 675 million in aggregate principal amount of 5.75 % notes due 2025 at a redemption price of 100.607 % in October 2024, with the remainder primarily used for general corporate purposes.

In April 2024, the Company issued $ 750 million in aggregate principal amount of 6.5 % notes due 2032.

The Company used the net proceeds from the offering to fund the early redemption of its $ 750 million in aggregate principal amount of 6.75 % notes due 2025 in May 2024.

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

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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 2024, MGM China issued $ 500 million in aggregate principal amount of 7.125 % notes due 2031.

In May 2024, MGM China repaid its $ 750 million in aggregate principal amount of 5.375 % notes due 2024.

LeoVegas senior notes.

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Maturities of long-term debt.

The maturities of the principal amount of the Company’s long-term debt as of December 31, 2023 are as follows:

The maturities of the principal amount of the Company’s long-term debt as of December 31, 2024 were as follows:

Year ending December 31,

3 unchanged sentences

2027 1,425,000

Thereafter 1,250,552

Fair value of long-term debt.

The estimated fair value of the Company’s long-term debt was $ 6.3 billion and $ 8.4 billion at December 31, 2023 and 2022, respectively.

The estimated fair value of the Company’s long-term debt was $ 6.3 billion for each of the years ended December 31, 2024 and 2023.

NOTE 10 — INCOME TAXES

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Otherwise, a valuation allowance is applied.

Income (loss) before income taxes for domestic and foreign operations consisted of the following:

The domestic and foreign components of income before income taxes were as follows:

Year Ended December 31,

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$ 1,117,065 $ 1,472,763 $ 903,799

The benefit (provision) for income taxes attributable to income (loss) before income taxes is as follows:

The components of the provision for income taxes were as follows:

Year Ended December 31,

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3,177 2,140 2,345

Other noncurrent — — 13,260

Provision for state income taxes 9,043 28,084 62,054

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$ 52,457 $ 157,839 $ 697,068

A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate is as follows:

A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate was as follows:

Year Ended December 31,

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State taxes, net 0.6 1.5 5.5

Gain on consolidation of CityCenter, net — — ( 10.1 )

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

3 unchanged sentences

4.7 % 10.7 % 77.1 %

The tax-effected components of the Company’s net deferred tax liability are as follows:

The tax-effected components of the Company’s net deferred tax liability were as follows:

Deferred tax assets – federal and state:

37 unchanged sentences

2,884,262 2,313 — 2,886,575

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 Company has recorded a valuation allowance of $ 855 million on its foreign tax credit (“FTC”) carryover of $ 1.0 billion as of December 31, 2024, resulting in an FTC net deferred tax asset of approximately $ 153 million.

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

1 unchanged sentence

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 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:

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$ 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.

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.

The impact of the retroactive Complementary Tax Exemption was reversed in 2024.

At December 31, 2024, gross foreign net operating loss carryforwards consisted primarily of a complementary tax exempt net operating loss (“NOL”) carryforward of $ 1.3 billion at MGM Grand Paradise resulting from non-gaming operations that will expire if not utilized in years 2025 through 2027.

As of December 31, 2024, there is a $ 174 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 Company has NOLs in some of the states in which it operates that total $ 234 million as of December 31, 2024, which equates to deferred tax assets of $ 14 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.

1 unchanged sentence

The Company has provided a valuation allowance of $ 12 million on some of its state deferred tax assets for the NOLs described above.

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows:

Year Ended December 31,

2023 2022 2021

(In thousands)

Gross unrecognized tax benefits at January 1 $ 6,885 $ 19,568 $ 35,617

Gross increases - prior period tax positions 710 — 12,949

Gross decreases - prior period tax positions — ( 12,968 ) ( 13,388 )

Gross increases - current period tax positions 996 285 654

Settlements with Taxing Authorities — — ( 16,264 )

Gross unrecognized tax benefits at December 31 $ 8,591 $ 6,885 $ 19,568

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 9 million and $ 7 million at December 31, 2023 and 2022, respectively.

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 total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was not material at December 31, 2024 and 2023, respectively.

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

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

federal jurisdiction, various state and local jurisdictions, and foreign jurisdictions, although the income taxes paid in foreign jurisdictions are not material.

federal jurisdiction, various state and local jurisdictions, and foreign jurisdictions.

As of December 31, 2024, other than adjustments resulting from the federal and state income tax audits discussed herein, the federal, state, and local tax jurisdictions in which the Company files tax returns generally cannot assess tax with respect to years ended prior to 2020.

1 unchanged sentence

The Company’s 2015 through 2019 U.S.

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

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.

consolidated federal income tax returns are currently under examination by the IRS and the examination findings are under review by the Joint Committee on Taxation.

Such review and examination are expected to be complete and close during the first half of 2025.

The Company anticipates receiving its refund claim without any material adjustments upon resolution of the examination.

In 2024, the Company’s suit initiated against the state of Michigan in 2022 was resolved with no material adjustments.

In addition, the state of Michigan cancelled the examination of the Company’s unitary income tax returns filed in the state for tax years 2019 through 2021.

NOTE 11 – LEASES

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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.

Each of the leases also requires the Company to comply with certain financial covenants, which, if not met, would require the Company to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to 6 months or 1 year of rent, as applicable to the circumstances, under the VICI lease, 1 year of rent under the Mandalay Bay and MGM Grand Las Vegas lease, the Aria and Vdara lease, and The Cosmopolitan lease, and 2 years of rent under the Bellagio lease.

The Company was in compliance with its applicable covenants under its leases as of December 31, 2023.

Each of the triple net leases also requires the Company to comply with certain financial covenants, which, if not met, would require the Company to maintain either cash security or one or more letters of credit in favor of the landlord in amounts ranging from six months to two years of rent.

Bellagio lease .

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 Company leases the real estate assets of Bellagio from a venture in which it has a 5 % ownership interest (the “Bellagio REIT 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 fifth lease year that commenced on December 1, 2023 increased to $ 265 million as a result of the 2 % fixed annual escalator.

Annual cash rent payments for the lease year that commenced on December 1, 2024 increased to $ 270 million as a result of the 2 % fixed annual escalator.

Mandalay Bay and MGM Grand Las Vegas lease .

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

Annual cash rent payments for the lease year that commenced on February 29, 2024 increased to $ 316 million as a result of the 2 % fixed annual escalator.

Aria and Vdara lease .

1 unchanged sentence

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

Annual cash rent payments for the lease year that commenced on October 1, 2024 increased to $ 228 million as a result of the 2 % fixed annual escalator.

The VICI lease and ground subleases.

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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.

Annual cash rent payments for the lease year that commenced on May 1, 2024 increased to $ 759 million as a result of the 2 % fixed annual escalator.

The Company is also 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.

The ground subleases of Beau Rivage and National Harbor are classified as operating leases and the ground sublease of Borgata is classified as a finance lease.

2 unchanged sentences

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 second lease year that commenced on June 1, 2023 was $ 204 million.

Annual cash rent payments for the lease year that commenced on June 1, 2024 was $ 208 million.

MGM China land concessions .

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Other information:

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

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

Year Ended December 31,

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(1) Operating lease cost includes $ 331 million for each of the years ended December 31, 2024, 2023, and 2022, 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)

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Finance leases 6 6

(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.

(1) As of December 31, 2024 and 2023, operating lease ROU assets, net included $ 3.4 billion and $ 3.5 billion related to the Bellagio lease, respectively.

(2) As of December 31, 2024 and 2023, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease.

As of December 31, 2024, operating lease liabilities – current included $ 3 million related to the Bellagio lease.

Year Ended December 31,

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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.

systems, third-party criminal actors accessed, 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 accessed by the criminal actors.

The Company has notified 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.

1 unchanged sentence

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.

The Company reached a settlement for $ 45 million to resolve the purported civil class action litigation related to the 2023 cybersecurity issue and a 2019 cybersecurity issue, which was paid by insurance carriers into a settlement fund in February 2025.

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.

While the Company believes it is reasonably possible that it may incur losses ass ociated 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.

Other litigation .

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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.

Based upon the approved number of gaming tables and slot machines as of December 31, 2024, the premiums for the above obligations payable to the Macau government are approximately MOP 2.2 billion ($ 270 million as of December 31, 2024) during each of the next five years ending December 31, 2029, and approximately MOP 6.5 billion ($ 811 million as of December 31, 2024) 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.

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 annual payment to the Macau government is approximately MOP 45 million ($ 6 million as of December 31, 2024) during the year ending December 31, 2025, approximately MOP 148 million ($ 19 million as of December 31, 2024) during each of the following four years ending December 31, 2029, and approximately MOP 445 million ($ 56 million as of December 31, 2024) 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.

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MGM Grand Paradise submitted the list of investments and projects it intended to carry out in 2025 to the Macau government in the fourth quarter of 2024, 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.

The gaming law also requires concessionaires to maintain share capital of at least MOP 5 billion (approximately $ 625 million as of December 31, 2024).

MGM China bank guarantees.

1 unchanged sentence

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;

As of December 31, 2024, MOP 700 million of the bank guarantees (approximately $ 87 million as of December 31, 2024) were secured by pledged cash.

Bellagio REIT 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 the landlord of Bellagio, Bellagio REIT Venture, which is a VIE and a related party, for which such indebtedness 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 the applicable property owned by the landlord, and the debt obligation.

The guarantee is 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.

Osaka IR KK guarantees.

The Company provides for guarantees (1) in the amount of 12.65 billion yen (approximately $ 80 million as of December 31, 2024) for 50 % of Osaka IR KK’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan 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.

1 unchanged sentence

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.

Additionally, the Company’s ownership interest in Osaka IR KK, which had a carrying value of $ 274 million as of December 31, 2024, is pledged as collateral for Osaka IR KK’s obligations under its credit agreement.

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, of which an estimated amount of approximately 271 billion yen (approximately $ 1.7 billion as of December 31, 2024) remains to be funded as of December 31, 2024.

The amount and timing of funding is expected to change as a result of inflation and other factors, which change is subject to ongoing negotiations with contractors and other stakeholders.

During the years ended December 31, 2024 and 2023, the Company funded 25.2 billion yen (approximately $ 157 million) and 10.3 billion yen (approximately $ 69 million), respectively, of the committed amount to Osaka IR KK.

Other guarantees.

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Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) attributable to MGM Resorts International are as follows:

Changes in accumulated other comprehensive income (loss) attributable to MGM Resorts International were as follows:

Currency Translation Adjustments Cash Flow Hedges Other Total

2 unchanged sentences

$ ( 907 ) $ ( 41,634 ) $ 17,925 $ ( 24,616 )

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

Amounts reclassified to interest expense

— 22,200 — 22,200

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

Other changes:

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

Redemption of MGP OP units — — 5,327 5,327

Other — — ( 2,358 ) ( 2,358 )

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

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

Balances, December 31, 2021

( 907 ) ( 41,634 ) 17,925 ( 24,616 )

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

15 unchanged sentences

143,896 — — 143,896

Other comprehensive loss before reclassifications ( 201,594 ) — — ( 201,594 )

Other comprehensive loss, net of tax ( 201,594 ) — — ( 201,594 )

Other comprehensive income attributable to noncontrolling interest ( 3,518 ) — — ( 3,518 )

Balances, December 31, 2024

$ ( 61,216 ) $ — $ — $ ( 61,216 )

Noncontrolling interest

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Transfers from/(to) noncontrolling interest:

MGP Class A share issuances — — 103,174

Redemption of MGP OP units — — 176,659

Deconsolidation of MGP — — 11,084

3 unchanged sentences

$ 746,558 $ 1,142,180 $ 1,484,057

Noncontrolling interest ownership transactions

MGP Class A share issuance – March 2021.

On March 15, 2021, MGP completed an offering of 22 million of its Class A shares, the proceeds of which were used to partially satisfy MGP’s obligations pursuant to the notice of redemption delivered by certain MGM subsidiaries, discussed below.

Subsequent to MGP’s Class A share issuance and the redemption of MGP OP units, discussed below, the Company indirectly owned 42.1 % of the partnership units in MGP OP.

Redemption of MGP OP units – March 2021.

In March 2021, subsidiaries of the Company delivered a notice of redemption to MGP covering approximately 37 million MGP OP units that they held in accordance with the terms of MGP OP’s partnership agreement.

Upon receipt of the notice of redemption, MGP formed a conflicts committee to determine the mix of consideration that it would provide for the MGP OP units.

The conflicts committee determined that MGP would redeem approximately 15 million MGP OP units for cash (with such MGP OP units retired upon redemption) and would satisfy its remaining obligation under that notice covering the remaining 22 million MGP OP units using the proceeds, net of the underwriters’ discount, of MGP’s Class A offering, for aggregate cash proceeds received by the Company of approximately $ 1.2 billion.

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 loss.

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

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.

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

Subsequent to the collective issuances, the Company indirectly owned 41.6 % of the partnership units in MGP OP.

Deconsolidation of MGP.

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MGM Resorts International stock repurchases.

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, 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.

In February 2020, 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, 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, 2021, the Company repurchased approximately 43 million shares of its common stock for an aggregate amount of $ 1.8 billion.

Repurchased shares were retired.

During the year ended December 31, 2021, the Company completed its May 2018 $ 2.0 billion stock repurchase plan.

During the year ended December 31, 2022, the Company repurchased approximately 76 million shares of its common stock for an aggregate amount of $ 2.8 billion, which included the February 2022 repurchase of 4.5 million shares for an aggregate amount of $ 202.5 million from funds managed by Corvex Management LP, a related party.

3 unchanged sentences

Repurchased shares were retired.

During the year ended December 31, 2023, the Company completed its March 2022 $ 2.0 billion stock repurchase plan.

As of December 31, 2023 the remaining availability under the February 2023 $ 2.0 billion stock repurchase plan was $ 183 million and the remaining availability under the November 2023 $ 2.0 billion stock repurchase plan was $ 2.0 billion.

Subsequent to the year ended December 31, 2023, the Company repurchased approximately 7 million shares of its common stock for an aggregate amount of $ 320 million, excluding excise tax.

In connection with these repurchases, the March 2022 $ 2.0 billion stock repurchase plan was completed.

During the year ended December 31, 2024, the Company repurchased approximately 33 million shares of its common stock for an aggregate amount of $ 1.4 billion.

Repurchased shares were retired.

In connection with those repurchases, the Company completed its February 2023 $ 2.0 billion stock repurchase plan.

In connection with these repurchases, the February 2023 $ 2.0 billion stock repurchase plan was completed.

As of December 31, 2024 the remaining availability under the November 2023 $ 2.0 billion stock repurchase plan was $ 826 million.

Subsequent to December 31, 2024, the Company repurchased approximately 9 million shares of its common stock for an aggregate amount of $ 307 million, excluding excise tax.

Repurchased shares were retired.

NOTE 14 — STOCK-BASED COMPENSATION

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On May 4, 2022, the MGM Resorts 2022 Omnibus Incentive Plan (“2022 Omnibus Plan”) was approved and replaced and superseded the amended and restated MGM Resorts 2005 Omnibus Incentive Plan.

The Company’s 2022 Omnibus Plan allows it to grant up to approximately 18 million shares or stock-based awards, such as stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance share units (“PSUs”) and other stock-based awards to eligible directors, officers, employees, and consultants of the Company and its subsidiaries.

performance share units (“PSUs”) and other stock-based awards to eligible directors, officers, employees, and consultants of the Company and its subsidiaries.

As of December 31, 2024, the Company had an aggregate of approximately 14 million shares of common stock available for grant as stock-based awards under the 2022 Omnibus Plan.

Additionally, as of December 31, 2024, the Company had approximately 6 million aggregate RSUs and PSUs outstanding, including deferred share units and dividend equivalent units related to RSUs and PSUs.

As of December 31, 2023, there was $ 116 million of unamortized compensation expense related to stock-based awards, which is expected to be recognized over a weighted average period of 1.7 years.

MGM Growth Properties 2016 Omnibus Incentive Plan;

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Vesting of MGP’s outstanding awards was accelerated as a result of the change of control of MGP related to the VICI Transaction in 2022.

Recognition of compensation cost.

Compensation cost was recognized as follows:

Stock-based compensation expense.

Stock-based compensation expense was recognized as follows:

Year Ended December 31,

2024 2023 2022

Compensation cost:

Stock-based compensation expense:

(In thousands)

3 unchanged sentences

7,150 6,232 5,920

Total compensation cost 73,607 71,296 65,183

Reimbursed costs and capitalized cost ( 21 ) — ( 1,198 )

Compensation cost after reimbursed costs and capitalized cost 73,586 71,296 63,985

Total stock-based compensation expense

80,224 73,607 71,296

Reimbursed costs

( 67 ) ( 21 ) —

80,157 73,586 71,296

Related tax benefit ( 17,266 ) ( 15,975 ) ( 14,458 )

Compensation cost, net of tax benefit $ 57,611 $ 56,838 $ 51,003

Stock-based compensation expense, net of tax benefit

$ 62,891 $ 57,611 $ 56,838

NOTE 15 — EMPLOYEE BENEFIT PLANS

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(4) There have been no significant changes that affect the comparability of contributions.

(5) The Company is party to eleven collective bargaining agreements (CBA) that provide for contributions to the Southern Nevada Culinary and Bartenders Pension Plan, which are primarily with the Local Joint Executive Board of Las Vegas, for and on behalf of the Culinary Workers Union and Bartenders Union.

and Bartenders Union.

The agreements between Aria, Bellagio, The Cosmopolitan, Mandalay Bay, and MGM Grand Las Vegas are the most significant because more than two-thirds of the Company’s employee participants in this plan are covered by those five agreements.

1 unchanged sentence

Pursuant to its collective bargaining agreements referenced above, the Company also contributes to UNITE HERE Health (the “Health Fund”), which provides healthcare benefits to its active and retired members.

The Company contributed $ 230 million, $ 218 million, and $ 143 million to the Health Fund in the years ended December 31, 2023, 2022, and 2021, respectively.

The Company contributed $ 237 million, $ 230 million, and $ 218 million to the Health Fund for the years ended December 31, 2024, 2023, and 2022, respectively.

NOTE 16 — PROPERTY TRANSACTIONS, NET

8 unchanged sentences

$ 81,316 $ ( 370,513 ) $ ( 1,036,997 )

Gain on sale of the operations of Gold Strike Tunica and of The Mirage.

Refer to Note 4 for discussion.

Refer to Note 4 for discussion on the sale of the operations of Gold Strike Tunica and of The Mirage.

Other property transactions, net in 2024, 2023, and 2022 includes miscellaneous asset disposals and write-downs.

Other property transactions, net in 2021 includes a gain of $ 76 million relating to the sale of art and a gain of $ 29 million related to a reduction in the estimate of contingent consideration related to the Empire City acquisition, partially offset by an other-than-temporary impairment charge of $ 22 million related to an investment in an unconsolidated affiliate, as discussed in Note 6, as well as miscellaneous asset disposals and write-downs.

NOTE 17 — SEGMENT INFORMATION

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The Company has aggregated its operating segments into the following reportable segments:

Las Vegas Strip Resorts, Regional Operations and MGM China.

Las Vegas Strip Resorts, Regional Operations, MGM China, and MGM Digital.

During the fourth quarter of 2024, the Company added MGM Digital as a reportable segment to reflect the Company’s strategic focus on interactive gaming.

The corresponding items of segment information for MGM Digital, which were previously included within “Corporate and other”, as applicable, were recast for prior periods.

Las Vegas Strip Resorts.

Las Vegas Strip Resorts consists of the following casino resorts in Las Vegas, Nevada:

Aria (including Vdara) (upon its acquisition in September 2021), Bellagio, The Cosmopolitan (upon its acquisition in May 2022), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including Delano and Four Seasons), The Mirage (until its disposition in December 2022), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).

Aria (including Vdara), Bellagio, The Cosmopolitan (upon its acquisition in May 2022), MGM Grand Las Vegas (including The Signature), Mandalay Bay (including W Las Vegas and Four Seasons), The Mirage (until its disposition in December 2022), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including NoMad Las Vegas).

Regional Operations.

9 unchanged sentences

MGM China consists of MGM Macau and MGM Cotai.

The Company’s operations related to LeoVegas (upon its acquisition in September 2022), investments in unconsolidated affiliates, and certain other corporate operations and management services have not been identified as separate reportable segments;

MGM Digital consists of LeoVegas (upon its acquisition in September 2022) and other consolidated subsidiaries that offer interactive gaming.

The Company’s operations related to investments in unconsolidated affiliates, and certain other corporate operations and management services have not been identified as separate reportable segments;

therefore, these operations are included in “Corporate and other” in the following segment disclosures to reconcile to consolidated results.

Adjusted Property EBITDAR is the Company’s reportable segment GAAP measure, which management utilizes as the primary profit measure for its reportable segments and underlying operating segments.

Adjusted Property EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, gain on REIT transactions, net, rent expense related to triple-net operating leases and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and also excludes gain on consolidation of CityCenter, net, gain related to CityCenter’s sale of Harmon land recorded within income from unconsolidated affiliates, corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminated in consolidation.

The following tables present the Company’s segment information:

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.

The CODM uses and monitors budget-to-actual and actual-to-actual results of Segment Adjusted EBITDAR in assessing performance of each segment and deciding where to invest capital.

Segment Adjusted EBITDAR is the Company’s reportable segment GAAP measure, which management utilizes as

the primary profit measure for its reportable segments and underlying operating segments.

Segment Adjusted EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, triple net lease rent expense, loss from unconsolidated affiliates, and also excludes gain on REIT transactions, net as well as corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminated in consolidation.

Triple net lease rent expense is the expense for rent to landlords under triple net operating leases for its domestic properties, the ground subleases of Beau Rivage and National Harbor, and the land concessions at MGM China.

Year Ended December 31,

11 unchanged sentences

Food and beverage 456,129 440,002 429,188

Entertainment, retail and other, and reimbursed costs 222,002 201,412 142,270

Entertainment, retail and other 222,093 222,002 201,412

3,720,322 3,670,309 3,815,885

4 unchanged sentences

4,022,384 3,153,609 673,593

Casino 552,012 432,146 133,435

Reportable segment net revenues 17,110,831 16,055,210 13,021,285

4 unchanged sentences

(In thousands)

Adjusted Property EBITDAR

Las Vegas Strip Resorts

Payroll related $ 2,635,565 $ 2,517,233 $ 2,335,843

Cost of sales 536,807 551,877 512,208

Gaming taxes 232,841 241,943 227,578

Other segment items (1)

2,304,357 2,297,607 2,180,435

5,709,570 5,608,660 5,256,064

Regional Operations

Payroll related 922,924 879,221 855,309

Cost of sales 166,872 159,670 160,463

Gaming taxes 757,824 735,179 753,494

Other segment items (1)

729,146 763,043 751,989

2,576,766 2,537,113 2,521,255

Payroll related 565,858 473,616 375,037

Cost of sales 96,516 62,453 26,834

Gaming taxes 1,778,032 1,380,976 294,471

Other segment items (1)

494,852 369,675 180,387

2,935,258 2,286,720 876,729

Payroll related 87,579 71,929 18,681

Marketing costs 253,227 164,645 48,107

Gaming taxes 125,934 84,064 24,921

Other segment items (2)

162,499 143,932 41,312

$ 629,239 $ 464,570 $ 133,021

(1) Other segment items primarily include corporate allocations, service provider costs, promotional expense, and other miscellaneous expenses.

(2) Other segment items primarily include third party game provider fees, service provider costs, and other miscellaneous expenses.

Year Ended December 31,

2024 2023 2022

(In thousands)

Segment Adjusted EBITDAR

Las Vegas Strip Resorts $ 3,106,543 $ 3,190,486 $ 3,142,308

Regional Operations 1,143,556 1,133,196 1,294,630

MGM China 1,087,126 866,889 ( 203,136 )

Reportable segment Adjusted Property EBITDAR 5,190,571 4,233,802 2,981,392

( 77,227 ) ( 32,424 ) 414

5,259,998 5,158,147 4,234,216

Other operating income (expense)

4 unchanged sentences

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

Gain on consolidation of CityCenter, net — — 1,562,329

Triple-net operating lease and ground lease rent expense ( 2,263,649 ) ( 1,950,566 ) ( 833,158 )

Gain related to sale of Harmon land - unconsolidated affiliate — — 49,755

Income from unconsolidated affiliates related to real estate ventures 10,821 61,866 166,658

Triple net lease rent expense

( 2,258,057 ) ( 2,263,649 ) ( 1,950,566 )

Loss from unconsolidated affiliates ( 90,653 ) ( 62,104 ) ( 160,213 )

Operating income

1,490,456 1,891,497 1,439,372

Non-operating income (expense)

15 unchanged sentences

MGM China 148,813 45,331 30,540

MGM Digital 65,849 34,175 7,457

Reportable segment capital expenditures 982,304 742,458 640,030

1 unchanged sentence

$ 1,150,589 $ 931,813 $ 765,067

Total assets are not allocated to segments for internal reporting presentations or when determining the allocation of resources and, accordingly, are not presented.

Long-lived assets, which includes property and equipment, net, operating and finance lease right-of-use assets, net, goodwill, and other intangible assets, net, presented by geographic region are as follows:

Total assets are not allocated to segments for internal reporting or when determining the allocation of resources and, accordingly, are not presented.

Long-lived assets, which includes property and equipment, net and operating and finance lease right-of-use assets, net, presented by geographic region were as follows:

2024 2023 2022

2 unchanged sentences

United States $ 26,903,773 $ 26,698,996 $ 26,809,273

China and all other foreign countries 5,173,128 5,004,512 7,176,763

2,734,513 2,731,397 2,926,619

90,160 46,616 18,965

$ 29,728,446 $ 29,477,009 $ 29,754,857

Net revenue, for which the country was determined based upon the location of the property or online gaming hub, presented by geographic region was as follows:

Year Ended December 31,

2024 2023 2022

(In thousands)

United States $ 12,664,897 $ 12,577,085 $ 12,320,411

4,020,420 3,153,520 673,655

555,228 433,644 133,419

$ 17,240,545 $ 16,164,249 $ 13,127,485

NOTE 18 — RELATED PARTY TRANSACTIONS

Management agreements.

Until the Company's acquisition of CityCenter in September 2021, the Company was party to a management agreement pursuant to which it managed the operations of CityCenter for a fee of 2 % of revenue and 5 % of EBITDA (as defined within the management agreement) for Aria and Vdara.

The Company earned fees of $ 29 million during the year ended December 31, 2021.

The Company incurred costs reimbursable by CityCenter, primarily for employee compensation and certain allocated costs in performing the Company's management services, of $ 187 million during the year ended December 31, 2021.

The management agreement was terminated in connection with the Company's acquisition of CityCenter.

Ho, Pansy Catilina Chiu King (“Ms.

Ho”) is the Co-Chairperson of the Board of Directors of, and holds a minority ownership interest in, MGM China.

Ho is also the managing director of Shun Tak Holdings Limited (together with its subsidiaries “Shun Tak”), a leading conglomerate in Hong Kong with core businesses in transportation, property, hospitality and investments.

Shun Tak provides various services and products, including ferry tickets, travel products, rental of hotel rooms, laundry services and property cleaning services to MGM China.

In addition, MGM China leases office space from Shun Tak.

MGM China incurred expenses relating to Shun Tak of $ 9 million, $ 3 million and $ 7 million for the years ended December 31, 2023, 2022 and 2021, respectively.

In addition, Ms.

Ho indirectly holds a 50 % interest in an entity th at provides, along with its subsidiary, marketing and public relations consulting services, including for the tendering of MGM China's gaming concession, to MGM China, which totaled $ 16 million , $ 5 million, and $ 4 million for the years ended December 31, 2023 , 2022 , and 2021 , respectively.

On September 1, 2016, the Company purchased 188.1 million common shares of its MGM China subsidiary from Grand Paradise Macau (“GPM”), an entity controlled by Ms.

As part of the consideration for the purchase, the Company agreed to pay GPM or its nominee a deferred cash payment of $ 50 million.

The payments included amounts equal to the ordinary dividends received on such shares, with a final lump sum payment due on the fifth anniversary of the

closing date of the transaction, which was made in September 2021.

Such amounts were paid to Expert Angels Limited, an entity controlled by an immediate family member of Ms.

MGM Branding and Development Holdings, Ltd.

(together with its subsidiary MGM Development Services, Ltd., “MGM Branding and Development”), an entity included in the Company’s consolidated financial statements in which Ms.

Ho indirectly holds a noncontrolling interest, is party to a brand license agreement and a development services agreement with MGM China, for which the related amounts are eliminated in consolidation.

An entity owned by Ms.

Ho received distributions of $ 20 million, $ 5 million and $ 8 million for the years ended December 31, 2023, 2022 and 2021, respectively, in connection with the ownership of a noncontrolling interest in MGM Branding and Development Holdings, Ltd.

On August 21, 2022, Ms.

Ho and MGM Grand Paradise entered into an agreement for her services as Managing Director of MGM Grand Paradise during the term of the new concession (the “Services Agreement”).

The Services Agreement became effective on January 1, 2023 after satisfying certain conditions precedent as defined in the agreement.

Pursuant to the Services Agreement, Ms.

Ho will receive compensation of $ 8 million annually during the term of the concession and will be entitled to incentive payments up to an aggregate total amount of $ 95 million.

The amount of the incentive payments earned are subject to the achievement of certain EBITDA targets, as defined in the agreement.

Prior to the closing of the VICI Transaction, the Company 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 pursuant to a master lease with MGP.

The annual cash rent payments under the master lease with MGP for the sixth lease year, which commenced on April 1, 2021, increased to $ 843 million from $ 828 million, as a result of a 2 % fixed annual rent escalator that went into effect on April 1, 2021.

On October 29, 2021, MGP acquired the real estate assets of MGM Springfield from the Company for $ 400 million of cash consideration, which was accounted for as a transaction between entities under common control.

The Company adjusted the carrying value of noncontrolling interests to adjust for its share of the difference between the carrying value of the net assets transferred and the consideration received, with offsetting adjustments to capital in excess of par value.

The master lease with MGP was amended to add MGM Springfield and reflect a $ 30 million increase in annual cash rent to a total of $ 873 million.

The annual cash rent payments under the master lease with MGP for the seventh lease year, which commenced on April 1, 2022, increased to $ 877 million from $ 873 million, due to the sixth 2 % annual base rent escalator that went into effect on April 1, 2022, as the adjusted net revenue to rent ratio on which such escalator was contingent was met, which increased annual cash rent by $ 16 million, partially offset by the percentage rent reset that went into effect on April 1, 2022, calculated based on the percentage of average actual annual net revenue of the leased properties during the preceding five year period, which decreased annual cash rent by $ 12 million.

7 unchanged sentences

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 8. Financial Statements and Supplementary Data