MGM 10-K Annual Report Dec. 31, 2017 | Alphaminr
MGM Resorts International
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MGM 10-K Fiscal year ended Dec. 31, 2017

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MGM RESORTS INTERNATIONAL
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesNote 1 OrganizationNote 2 Basis Of Presentation and Significant Accounting PoliciesNote 3 Accounts Receivable, NetNote 4 Borgata TransactionNote 5 DispositionsNote 6 Property and Equipment, NetNote 7 Investments in and Advances To Unconsolidated AffiliatesNote 8 Goodwill and Other Intangible AssetsNote 9 Other Accrued LiabilitiesNote 10 Long-term DebtNote 11 Income TaxesNote 12 Commitments and ContingenciesNote 13 Stockholders EquityNote 14 Stock-based CompensationNote 15 Employee Benefit PlansNote 16 Property Transactions, NetNote 17 Segment InformationNote 18 Related Party TransactionsNote 19 Condensed Consolidating Financial InformationNote 20 Selected Quarterly Financial Results (unaudited)Item 16. Form 10K Summary

Exhibits

2.1 Master Contribution Agreement by and among the Company, MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP, dated as of April 25, 2016 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on April 25, 2016). 3.1 Amended and Restated Certificate of Incorporation of the Company, dated June 14, 2011 (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed on August 9, 2011). 3.2 Amended and Restated Bylaws of the Company, effective January 13, 2016 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on January 15, 2016). 4.1(7) Indenture, dated as of January 17, 2012, among the Company, the guarantors named therein and U.S. Bank National Association, as Trustee with respect to $850 million aggregate principal amount of 8.625% Senior Notes due 2019 (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on January 17, 2012). 4.1(8) Indenture, dated March22, 2012, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on March 22, 2012). 4.1(9) First Supplemental Indenture, dated March22, 2012, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee with respect to $1.0 billion aggregate principal amount of 7.75% senior notes due 2022 (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on March 22, 2012). 4.1(10) Indenture, dated as of September 19, 2012, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee with respect to $1.0 billion aggregate principal amount of 6.750% Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on September 19, 2012). 4.1(11) Second Supplemental Indenture, dated December 20, 2012, among the Company, the guarantors named therein and U.S.Bank National Association, as trustee to the Indenture, dated as of March22, 2012, among the Company and U.S.Bank National Association, as trustee, relating to the6.625% senior notes due2021 (incorporated by reference to Exhibit4.1 to the Companys Current Report on Form8-K filed on December20, 2012). 4.1(12) Third Supplemental Indenture, dated December19, 2013, among the Company, the guarantors named therein and U.S.Bank National Association, as trustee to the Indenture, dated as of March22, 2012, among the Company and U.S.Bank National Association, as trustee, relating to the5.250% senior notes due2020 (incorporated by reference to Exhibit4.1 to the Companys Current Report on Form8-K filed on December19, 2013). 4.1(13) Fourth Supplemental Indenture, dated November25, 2014, among the Company, the guarantors named therein and U.S.Bank National Association, as trustee, to the Indenture, dated as of March22, 2012, among the Company and U.S.Bank National Association, as trustee, relating to the6.000% senior notes due2023(incorporated by reference to Exhibit4.1 to the Companys Current Report on Form8-K filed on November 25, 2014). 4.1(14) Fifth Supplemental Indenture, dated August 19, 2016, among MGM Resorts International, the guarantors named therein and U.S.Bank National Association, as trustee, to the Indenture, dated as of March22, 2012, among MGM Resorts International and U.S.Bank National Association, as trustee, relating to the4.625% senior notes due2026(incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on August 19, 2016). 4.1(15) Indenture, dated as of August 12, 2016, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit4.1 of the Current Report onForm8-Kof MGMGrowth Properties LLC filed on August12, 2016). 4.1(16) Indenture, dated as of April 20, 2016, among MGP Escrow Issuer, LLC and MGP Escrow Co-Issuer, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed April 21, 2016). 4.1(17) Indenture, dated as of September 21, 2017, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit4.1 of the Current Report onForm8-Kof MGMGrowth Properties LLC and MGM Growth Properties Operating Partnership LP filed on September 21, 2017). 4.3 Registration Rights Agreement, dated as of April 20, 2016, among MGP Escrow Issuer, LLC and MGP Escrow Co-Issuer, Inc. and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers of the Notes (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed April 21, 2016). 10.1(1) Amended and Restated Credit Agreement, dated as of April 25, 2016, among MGM Resorts International, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed April 25, 2016). 10.1(2) Credit Agreement, dated as of April 25, 2016, among MGM Growth Properties Operating Partnership LP, the financial institutions referred to as Lenders therein and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.17 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on April 25, 2016). 10.1(3) First Amendment to Credit Agreement, dated October 26, 2016, among MGM Growth Properties Operating Partnership LP, the other loan parties and lenders named therein and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on October 26, 2016). 10.1(4) Second Amendment to Credit Agreement, dated May 1, 2017, among MGM Growth Properties Operating Partnership LP, the other loan parties and lenders named therein and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on May 1, 2017). 10.1(5) Second Supplemental Agreement, dated June 9, 2015, between MGM China Holdings Limited and MGM Grand Paradise, S.A., certain Lenders and Arrangers named therein, Bank of America, N.A., Hong Kong Branch, as Facility Agent and Issuing Bank, and Banco Nacional Ultramarino, S.A., as Original Security Agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June 12, 2015). 10.1(6) Third Supplemental Agreement, by and among MGM China Holdings Limited, MGM Grand Paradise, S.A., the guarantors named therein, and Bank of America, N.A., as facility agent, dated February 2, 2016 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on February 4, 2016). 10.1 (7) Fourth Supplemental Agreement, dated February 15, 2017, among MGM China Holdings Limited, MGM Grand Paradise, S.A., the guarantors named therein and Bank of America, N.A., as facility agent (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed February 16, 2017). 10.2(1) Subconcession Contract for the Exploitation of Games Fortune and Chance or Other Games in Casino in the Special Administrative Region of Macau, dated April 19, 2005, between Sociedade de Jogos de Macau, S.A., as concessionaire, and MGM Grand Paradise S.A., as subconcessionaire (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on November 7, 2011). 10.2(2) Land Concession Agreement, dated as of April 18, 2005, relating to the MGM Macau resort and casino between the Special Administrative Region of Macau and MGM Grand Paradise, S.A. (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on August 9, 2011). 10.2(3) Land Concession Agreement, effective as of January 9, 2013, relating to the MGM Macau resort and casino between the Special Administrative Region of Macau and MGM Grand Paradise S.A. (incorporated by reference to Exhibit 10.2(4) to the Companys Annual Report on Form 10-K filed on March 1, 2013). 10.3(1) Third Amended and Restated Limited Liability Company Agreement of CityCenter Holdings, LLC, dated December 22, 2015(incorporated by reference to Exhibit 10.3(1) to the Companys Annual Report on Form 10-K filed on February 29, 2016). 10.3(2) Company Stock Purchase and Support Agreement, dated August 21, 2007, by and between the Company and Infinity World Investments, LLC (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed August 27, 2007). 10.4(1) Master Lease between MGP Lessor, LLC and MGM Lessee, LLC, dated April 25, 2016 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on April 25, 2016). 10.4(2) First Amendment to Master Lease, dated as of August 1, 2016, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 1, 2016). 10.4(3) Second Amendment to Master Lease, dated as of October5, 2017, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form8-Kof MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on October6, 2017). 10.4(4) Hotel & Casino Ground Lease between National Harbor Beltway L.C., as landlord, and MGM National Harbor, LLC, as tenant, dated as of April 26, 2013 (incorporated by reference to Exhibit10.4(3) to the Companys Annual Report on Form10K filed on March1, 2017). 10.4(5) First Amendment to Hotel and Casino Ground Lease, dated July 23, 2014 between National Harbor Beltway L.C. and MGM National Harbor, LLC (incorporated by reference to Exhibit10.4(4) to the Companys Annual Report on Form10K filed on March1, 2017). 10.4(6) Second Amendment to Hotel and Casino Ground Lease, dated November 24, 2015 between National Harbor Grand LLC and MGM National Harbor, LLC (incorporated by reference to Exhibit10.4(5) to the Companys Annual Report on Form10K filed on March1, 2017). 10.4(7) Third Amendment to the Hotel and Casino Ground Lease, dated as of August 21, 2017, by and between National Harbor Grand LLC and MGM National Harbor, LLC (incorporated by reference to Exhibit10.1 to the Companys Quarterly Report on Form10Q filed on November9, 2017). *10.5(1) Amended and Restated 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June10, 2014). *10.5(2) Second Amended and Restated Annual Performance-Based Incentive Plan for Executive Officers (incorporated by reference to AppendixA to the CompanysProxy Statement filed on April 20, 2016). *10.5(3) Deferred Compensation Plan II, as Amended and Restated, effective December 17, 2014 (incorporated by reference to Exhibit 10.4(6) to the Companys Annual Report on Form 10-K filed on March 2, 2015). *10.5(4) Supplemental Executive Retirement Plan II, dated as of December 30, 2004 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on January 10, 2005). *10.5(5) Amendment No. 1 to the Supplemental Executive Retirement Plan II, dated as of July 10, 2007 (incorporated by reference to Exhibit 10.3(12) to the 2007 10-K). *10.5(6) Amendment No. 2 to the Supplemental Executive Retirement Plan II, dated as of October 15, 2007 (incorporated by reference to Exhibit 10.3(14) to the 2007 10-K). *10.5(7) Amendment No. 1 to the Supplemental Executive Retirement Plan II, dated as of November 4, 2008 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on November 7, 2008). *10.5(8) Employment Agreement, effective as of December 13, 2014, between the Company and Robert H. Baldwin (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on January 13, 2015). *10.5(9) Employment Agreement, dated as of October 3, 2016, by and between the Company and James J. Murren (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 5, 2016). *10.5(10) Employment Agreement, executed as of August 24, 2015, between the Company and Daniel J. DArrigo (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 28, 2015). *10.5(12) Employment Agreement, effective as of November 15, 2016, between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form8-K filed on December 7, 2016). *10.5(13) Deferred Compensation Plan for Non-Employee Directors, effective as of June 12, 2012 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on August 9, 2012). *10.5(14) Form of Restricted Stock Units Agreement of the Company, effective for awards granted in August 2012 through 2015 (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed on August 9, 2012). *10.5(15) Form of Restricted Stock Units Agreement of the Company (Non-Employee Director), effective for awards granted in August 2012 and thereafter (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q filed on August 9, 2012). *10.5(16) Form of Restricted Stock Units Agreement of the Company (Performance), effective for awards granted in August 2012 through 2015 (incorporated by reference to Exhibit 10.7 to the Companys Quarterly Report on Form 10-Q filed on August 9, 2012). *10.5(17) Form of Restricted Stock Units Agreement of the Company effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.5(18) Form of Restricted Stock Units Agreement of the Company (Performance) effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.5(19) Form of Sign-On RSU Award Agreement (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on October 5, 2016). *10.5(20) Form of Performance Share Units Agreement of the Company, effective for bonus awards granted in March 2014 through March 2015(incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on May8,2014). *10.5(21) Form of Performance Share Units Agreement of the Company effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.5(22) Form of Bonus Performance Share Units Agreement of the Company, effective for bonus awards granted in March 2016 and thereafter (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on May6,2016). *10.5(23) Change of Control Policy for Executive Officers, dated as of November5, 2012 (incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K filed on November 8, 2012). *10.5(24) FormofMemorandum Agreement re: Changes to Severance and Change of Control Policies (incorporated by reference to Exhibit 10.7 to the Companys Current Report on Form 8-K filed on November 8, 2012). *10.5(25) Form of Freestanding Stock Appreciation Right Agreement of the Company effective for awards granted in August 2012 and thereafter(incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on August 9, 2012). *10.5(26) Form of Freestanding Stock Appreciation Right Agreement of the Company effective for awards granted in October 2013 and thereafter (incorporated by reference to Exhibit 10.4(43) of the Companys Annual Report on Form 10-K for the year ended December 31, 2013). *10.5(27) Amendment to all Stock Appreciation Right Agreements adopted by the Compensation Committee of the Board of Directors on October 7, 2013 (incorporated by reference to Exhibit 10.4(44) of the Companys Annual Report on Form 10-K for the year ended December 31, 2013). *10.5(29) Profit Growth Share Incentive Plan of the Company (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.5(30) Form of Performance Share Units Agreement (Profit Growth Share Incentive Plan) of the Company (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.5(31) MGM Growth Properties LLC 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 of the Registration Statement on Form S-8 of MGM Growth Properties LLC (File No. 333-210832) filed on April 19, 2016). *10.5(32) MGM Growth Properties LLC Form of 2016 Restricted Share Units Agreement (MGM Non-Employee Directors) (incorporated by reference to Exhibit 10.15 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on April 25, 2016). *10.5(33) MGM Growth Properties LLC Form of 2016 Restricted Share Units Agreement (MGM Employees) (incorporated by reference to Exhibit 10.16 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on April 25, 2016). *10.5(34) Form of Letter to Employees re: Existing Equity Awards(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(35) Form of Performance Share Unit Agreement (Bonus Payout)(incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(36) Form of Performance Share Unit Agreement (Annual Grant)(incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(37) Form of Restricted Stock Unit Agreement (Non-Employee Director)(incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(38) Form of Restricted Stock Unit Agreement (with Performance Hurdle)(incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(39) Form of Restricted Stock Unit Agreement (no Performance Hurdle)(incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(40) Form of Restricted Stock Unit Agreement (Bonus RSUs). *10.5(41) Form of Relative Performance Share Unit Agreement (Annual Grant). 12 Computation of ratio of earnings to fixed charges. 21 List of subsidiaries of the Company. 23.1 Consent of Deloitte & Touche LLP, independent auditors to the Company. 23.2 Consent of Deloitte & Touche LLP, independent auditors to CityCenter Holdings, LLC. 31.1 Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d14(a). 31.2 Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d14(a). **32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. **32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. 99.1 Description of our Operating Resorts. 99.3 Audited consolidated financial statements of CityCenter Holdings, LLC, as of and for the three years in the period ended December 31, 2017.