MGM 10-K Annual Report Dec. 31, 2022 | Alphaminr
MGM Resorts International
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MGM 10-K Fiscal year ended Dec. 31, 2022

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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. ReservedItem 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 DataNote 1 OrganizationNote 2 Basis Of Presentation and Significant Accounting PoliciesNote 3 Accounts Receivable, NetNote 4 Acquisitions and DivestituresNote 5 Property and Equipment, NetNote 6 Investments in and Advances To Unconsolidated AffiliatesNote 7 Goodwill and Other Intangible AssetsNote 8 Other Accrued LiabilitiesNote 9 Long-term DebtNote 10 Income TaxesNote 11 LeasesNote 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 TransactionsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 Directors, IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Equity Purchase Agreement by and between MGM CC Holdings, Inc., Infinity World Development Corp. and, solely for purposes of Article X thereof, MGM Resorts International, dated as of June 30, 2021 (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed on July 1, 2021). 2.2 Master Transaction Agreement by and among MGM Resorts International, CityCenter Land, LLC and Ace Purchaser LLC, dated as of June 30, 2021 (incorporated by reference to Exhibit 2.2 of the Companys Current Report on Form 8-K filed on July 1, 2021). 2.3 Master Transaction Agreement, by and among MGM Resorts International, MGM Growth Properties LLC, MGM Growth Properties Operating Partnership LP, VICI Properties Inc., Venus Sub LLC, VICI Properties L.P. and VICI Properties OP LLC, dated as of August 4, 2021 (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed on August 5, 2021). 2.4 Purchase Agreement by and among BRE Spade Parent LLC, BRE Spade PropCo Holdings LLC, BRE Spade Mezz 1 LLC, BRE Spade Voteco LLC and MGM Resorts International, dated as of September 26, 2021 (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed on September 28, 2021). 2.5 Purchase Agreement by and between MGM Resorts International and HR Nevada, LLC, dated as of December 13, 2021 (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed on December 14, 2021). 3.1 Amended and Restated Certificate of Incorporation of the Company, dated June 14, 2011 (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed on August 9, 2011). 3.2 Amended and Restated Bylaws of the Company, effective October 7, 2022 (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K filed on October 11, 2022). 4.1(4) Indenture, datedMarch 22, 2012, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 22, 2012). 4.1(5) Fourth Supplemental Indenture, dated November 25, 2014, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among the Company and U.S. Bank National Association, as trustee, relating to the 6.000% senior notes due 2023 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on November 25, 2014). 4.1(6) 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 March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the 4.625% senior notes due 2026 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on August 19, 2016). 4.1(7) Sixth Supplemental Indenture, dated June 18, 2018, among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the 5.750% senior notes due 2025 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on June 18, 2018). 4.1(8) Seventh Supplemental Indenture, dated April 10, 2019, among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the 5.500% senior notes due 2027 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on April 10, 2019). 4.1(9) Eighth Supplemental Indenture, dated May 4, 2020, among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the 6.750% senior notes due 2025 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on May 4, 2020). 4.1(10) Ninth Supplemental Indenture, dated October 13, 2020, among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the 4.750% senior notes due 2028 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on October 13, 2020). 4.1(11) Indenture governing the 5.375% senior notes due 2024, dated as of May 16, 2019, between MGM China Holdings Limited and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on May 16, 2019). 4.1(12) Indenture governing the 5.875% senior notes due 2026, dated as of May 16, 2019, between MGM China Holdings Limited and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed on May 16, 2019). 4.1(13) Indenture governing the 5.25% senior notes due 2025, dated as of June 18. 2020, between MGM China Holdings Limited and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on June 22, 2020). 4.1(14) Indenture governing the 4.75% senior notes due 2027, dated as of March 31, 2021, between MGM China Holdings Limited and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on March 31, 2021). 4.3 Description of MGM Common Stock (incorporated by reference to Exhibit 4.4 of the Company's Annual Report on Form 10-K filed on February 26, 2021). 10.1(1) Credit Agreement, dated as of November 24, 2021, among the Company, Bank of America, N.A., as administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on November 26, 2021). 10.1(2) Revolving Credit Facility Agreement, dated August 12, 2019 (the 2019 Revolving Credit Facility), by and among MGM China Holdings Limited and certain Arrangers and Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on August 13, 2019). 10.1(3) Amendment Letter to the 2019 Revolving Credit Facility Agreement, dated February 18, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q filed on May 1, 2020). 10.1(4) Amendment Letter to the 2019 Revolving Credit Facility Agreement, dated April 9, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q filed on August 3, 2020). 10.1(5) Revolving Credit Facility Agreement, dated May 26, 2020 (the 2020 Revolving Credit Facility), by and among MGM China Holdings Limited and certain Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 29, 2020). 10.1(6) Increase Confirmation to 2020 Revolving Credit Facility dated as of June 29, 2020 between the Increase Lender and the Facility Agent (incorporated by reference to Exhibit 10.1(13) of the Companys Annual Report on Form 10-K filed on February 26, 2021). 10.1(7) Amendment Letter to the 2019 Revolving Credit Facility, dated October 5, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1(14) of the Companys Annual Report on Form 10-K filed on February 26, 2021). 10.1(8) Amendment Letter to the 2020 Revolving Credit Facility, dated October 5, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1(15) of the Companys Annual Report on Form 10-K filed on February 26, 2021). 10.1(9) Amendment Letter to the 2019 Revolving Credit Facility, dated February 24, 2021, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q filed on May 3, 2021). 10.1(10) Amendment Letter to the 2020 Revolving Credit Facility, dated February 24, 2021, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.4 of the Companys Quarterly Report on Form 10-Q filed on May 3, 2021). 10.1(11) Amendment Letter to the 2019 Revolving Credit Facility, dated February 10, 2022, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q filed on May 2, 2022). 10.1(12) Amendment Letter to the 2020 Revolving Credit Facility, dated February 10, 2022, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q filed on May 2, 2022). 10.1(13) Guaranty Agreement, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on November 18, 2019). 10.1(14) Guaranty Agreement, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q filed on May 1, 2020). 10.2(1) Concession Contract, effective as of January 1, 2023, by and between MGM Grand Paradise S.A. and the Government of the Macau SAR. 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 of 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 Cotai resort and casino between the Special Administrative Region of Macau and MGM Grand Paradise S.A. (incorporated by reference to Exhibit 10.2(4) of the Companys Annual Report on Form 10-K filed on March 1, 2013). 10.3(1) Amended and Restated Master Lease, by and between MGP Lessor, LLC and MGM Lessee, LLC, dated as of April 29, 2022 (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on April 29, 2022). 10.3(2) First Amendment to Amended and Restated Master Lease, dated as of December 19, 2022, by and between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on December 19, 2022). 10.3(3) Lease, by and between BCORE Paradise LLC and Bellagio, LLC, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on November 18, 2019). 10.3(4) First Amendment to Lease, by and between BCORE Paradise LLC and Bellagio, LLC, dated as of April 14, 2021 (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q filed on August 6, 2021). 10.3(5) Second Amendment to Lease, by and between BCORE Paradise LLC and Bellagio, LLC, dated as of February 22, 2022 (incorporated by reference to Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q filed on May 2, 2022). 10.3(6) Lease, by and between Mandalay PropCo, LLC, MGM Grand PropCo, LLC and MGM Lessee II, LLC, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on February 18, 2020). 10.3(7) Master Lease by and among Ace A PropCo LLC, Ace V PropCo LLC and MGM Lessee III, LLC, dated as of September 28, 2021 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 28, 2021). 10.3(8) Lease by and between Marker LV Propco LLC and Nevada Property 1 LLC, dated as of May 17, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 17, 2022). 10.3(9) Tax Protection Agreement, by and among Bellagio, LLC, BCORE Paradise Parent LLC and BCORE Paradise JV LLC, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed on November 18, 2019). 10.3(10) Tax Protection Agreement, by and among MGM Resorts International, MGM Growth Properties Operating Partnership LP and MGP BREIT Venture 1 LLC, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on February 18, 2020). 10.3(11) Tax Protection Agreement, by and among VICI Properties, Inc., VICI Properties OP LLC, MGM Resorts International and the other parties thereto, dated as of April 29, 2022 (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on April 29, 2022). *10.4(1) Amended and Restated 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on June 10, 2014). *10.4(2) MGM Resorts International 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on May 9, 2022). *10.4(4) Deferred Compensation Plan II, as Amended and Restated, effective December 17, 2014 (incorporated by reference to Exhibit 10.4(6) of the Companys Annual Report on Form 10-K filed on March 2, 2015). *10.4(5) Amendment Number Two to the MGM Resorts Deferred Compensation Plan II, effective November 1, 2022. *10.4(6) Supplemental Executive Retirement Plan II, dated as of December 30, 2004 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on January 10, 2005). *10.4(7) Amendment No. 1 to the Supplemental Executive Retirement Plan II, dated as of July 10, 2007 (incorporated by reference to Exhibit 10.3(12) of the Company's Annual Report on Form 10-K filed on February 29, 2008 ). *10.4(8) Amendment No. 2 to the Supplemental Executive Retirement Plan II, dated as of October 15, 2007 (incorporated by reference to Exhibit 10.3(14) of the Company's Annual Report on Form 10-K filed on February 29, 2008). *10.4(9) Amendment No. 1 to the Supplemental Executive Retirement Plan II, dated as of November 4, 2008 (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed on November 7, 2008). *10.4(10) Amendment No. 4 to the Supplemental Executive Retirement Plan II, effective November 1, 2022. *10.4(11) Employment Agreement, effective as of September 1, 2022, by and between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on August 22, 2022). *10.4(12) Employment Agreement, effective as of September 1, 2022, by and between the Company and Corey Sanders (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed on August 22, 2022). *10.4(13) Employment Agreement, effective as of September 1, 2022, by and between the Company and Jonathan S. Halkyard (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed on August 22, 2022). *10.4(14) Employment Agreement, effective as of September 1, 2022, by and between the Company and John McManus (incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K filed on August 22, 2022). *10.4(15) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and William Hornbuckle. *10.4(16) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and Corey Sanders. *10.4(17) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and Jonathan Halkyard. *10.4(18) First Amendment to Employment Agreement, dated as of December 6, 2022, by and between the Company and John McManus. *10.4(19) Employment agreement, effective as of October 1, 2022, by and between the Company and Gary Fritz. *10.4(20) Amended and Restated Deferred Compensation Plan for Non-employee Directors, effective as of June 5, 2014 (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q filed on August 11, 2014). *10.4(21) First Amendment to MGM Resorts International 2012 Deferred Compensation Plan for Non-Employee Directors, dated as of April 27, 2022 (incorporated by reference to Exhibit 10.6 of the Companys Quarterly Report on Form 10-Q filed on August 3, 2022). *10.4(22) Second Amendment to MGM Resorts International 2012 Deferred Compensation Plan for Non-Employee Directors, dated as of October 17, 2022. *10.4(23) Form of Restricted Stock Units Agreement of the Company effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.4 of the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.4(24) Form of Restricted Stock Units Agreement of the Company (Performance) effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.5 of the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.4(25) Form of RSU Agreement (Named Executive Officer Employment Agreement Awards) (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed on March 31, 2020). *10.4(26) Form of RSU Agreement (Hornbuckle) (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed on March 31, 2020). *10.4(27) Form of Performance Share Units Agreement of the Company effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.6 of the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.4(28) Form of Bonus Performance Share Units Agreement of the Company, effective for bonus awards granted in March 2016 and thereafter (incorporated by reference to Exhibit 10.3 of the Companys Quarterly Report on Form 10-Q filed on May 6, 2016). *10.4(29) Amended and Restated Change of Control Policy for Executive Officers, effective August 16, 2022 (incorporated by reference to Exhibit 10.5 of the Companys Current Report on Form 8-K filed on August 22, 2022). *10.4(30) Form of Memorandum Agreement re: Changes to Severance and Change of Control Policies (incorporated by reference to Exhibit 10.7 of the Companys Current Report on Form 8-K filed on November 8, 2012). *10.4(31) Form of Letter to Employees re: Existing Equity Awards (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on March 10, 2017). *10.4(32) Form of Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed on March 10, 2017). *10.4(33) Form of Restricted Stock Unit Agreement (Non-Employee Director) (incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K filed on March 10, 2017). *10.4(34) Form of Restricted Stock Unit Agreement (no Performance Hurdle) (incorporated by reference to Exhibit 10.6 of the Companys Current Report on Form 8-K filed on March 10, 2017). *10.4(35) Form of Restricted Stock Unit (Deferred Payment Bonus) (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q filed on May 7, 2018). *10.4(36) Form of Relative Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.5(41) of the Companys Annual Report on Form 10K filed on March 1, 2018). *10.4(37) Form of Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.5(41) of the Companys Annual Report on Form 10-K filed on February 27, 2020). *10.4(38) Form of Performance Share Unit Agreement (Annual Grant, Messrs. Hornbuckle, Sanders & McManus) (incorporated by reference to Exhibit 10.5(42) of the Companys Annual Report on Form 10-K filed on February 27, 2020). *10.4(39) Form of Restricted Stock Unit Agreement (no Performance Hurdle) (incorporated by reference to Exhibit 10.5(44) of the Companys Annual Report on Form 10-K filed on February 27, 2020). *10.4(40) Form of Relative Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.5(45) of the Companys Annual Report on Form 10-K filed on February 27, 2020). *10.4(41) Form of Relative Performance Share Unit Agreement (Annual Grant, Messrs. Hornbuckle, Sanders & McManus) (incorporated by reference to Exhibit 10.5(46) of the Companys Annual Report on Form 10-K filed on February 27, 2020). *10.4(42) Form of Omnibus Amendment to Relative Performance Share Unit Agreements (incorporated by reference to Exhibit 10.5 of the Companys Quarterly Report on Form 10-Q filed on May 3, 2021). *10.4(43) Form of Relative Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.5(44) of the Companys Annual Report on Form 10-K filed on February 25, 2022). *10.4(44) Form of Relative Performance Share Unit Agreement (Annual Grant, Messrs. Hornbuckle, Sanders & McManus) (incorporated by reference to Exhibit 10.5(45) of the Companys Annual Report on From 10-K filed on February 25, 2022). 21 List of subsidiaries of the Company. 22 Subsidiary Guarantors. 23.1 Consent of Deloitte & Touche LLP. 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 Regulation and Licensing.