2021
A N N U A L R E P O R T
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SOME RISE TO THE CHAL LE N G E .
YOU SOAR.
Sincerest thanks to our dedicated employees at every
level who go above and beyond for our guests, our
communities, and each other, every day.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
For the transition period from to
Commission File No. 001-10362
MGM Resorts International
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
88-0215232
(I.R.S. Employer
Identification Number)
3600 Las Vegas Boulevard South - Las Vegas, Nevada 89109
(Address of principal executive office) (Zip Code)
(702) 693-7120
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 Par Value
MGM
New York Stock Exchange (NYSE)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days: Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
☒ Accelerated filer
☐ Smaller reporting company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒
The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant as of June 30, 2021 (based on the closing price on the
New York Stock Exchange Composite Tape on June 30, 2021) was $17.5 billion. Shares of common stock held by each officer and director and by each person who
owns 10% or more of the outstanding common shares have been excluded. As of February 23, 2022, 439,172,269 shares of Registrant’s Common Stock, $0.01 par
value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-
K.
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4. Mine Safety Disclosures
TABLE OF CONTENTS
PART I
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Item 6. Reserved
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Schedule II – Valuation and Qualifying Accounts
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
PART III
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits, Financial Statements Schedules
Item 16. Form 10-K Summary
Signatures
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ITEM 1.
BUSINESS
PART I
MGM Resorts International is referred to as the “Company,” “MGM Resorts,” or the “Registrant,” and together
with its subsidiaries may also be referred to as “we,” “us” or “our.” MGM China Holdings Limited together with its
subsidiaries is referred to as “MGM China.” Except where the context indicates otherwise, “MGP” refers to MGM
Growth Properties LLC together with its consolidated subsidiaries.
Overview
MGM Resorts International is a Delaware corporation incorporated in 1986 that acts largely as a holding company
and, through subsidiaries, owns and operates integrated casino, hotel, and entertainment resorts across the United States
and in Macau.
We believe we operate several of the finest casino resorts in the world and we continually reinvest in our resorts to
maintain our competitive advantage. We make significant investments in our resorts through newly remodeled hotel rooms,
restaurants, entertainment and nightlife offerings, as well as other new features and amenities. We believe we operate the
highest quality resorts in each of the markets in which we operate. Ensuring our resorts are the premier resorts in their
respective markets requires capital investments to maintain the best possible experiences for our guests.
MGM Growth Properties LLC (“MGP”), is a consolidated subsidiary of the Company. Substantially all of its assets
are owned by and substantially all of its businesses are conducted through its subsidiary MGM Growth Properties
Operating Partnership LP (the “Operating Partnership”). As of December 31, 2021, we lease 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 agreement between a subsidiary of ours and a subsidiary of the Operating Partnership. See Note 1 in the
accompanying consolidated financial statements for information regarding MGP and the Operating Partnership, which we
consolidate in our financial statements, and Note 18 in the accompanying consolidated financial statements for information
regarding the master lease with MGP, which eliminates in consolidation.
We lease the real estate assets of Bellagio pursuant to a lease agreement between a subsidiary of ours and a venture
that is 5% owned by such subsidiary and 95% owned by a subsidiary of Blackstone Real Estate Income Trust, Inc.
(“BREIT”, and such venture, the “Bellagio BREIT Venture”). We lease the real estate assets of Mandalay Bay and MGM
Grand Las Vegas pursuant to a lease agreement between a subsidiary of ours and a venture that is 50.1% owned by a
subsidiary of the Operating Partnership and 49.9% owned by a subsidiary of BREIT (such venture, the “MGP BREIT
Venture”). We lease the real estate assets of Aria (including Vdara) pursuant to a lease agreement between a subsidiary of
ours and funds managed by The Blackstone Group Inc. ("Blackstone"). Refer to Note 11 for further discussion of these
leases.
Business Developments
In recent years, in furtherance of our vision to be the world’s premier gaming entertainment company, we have
implemented an asset-light business model, which has involved a comprehensive review of our owned real estate assets to
find opportunities to monetize those assets efficiently and allow unlocked capital to be redeployed towards balance sheet
improvements, new growth opportunities, and to return value to our shareholders. At the same time, we have continued to
focus on key growth opportunities that align with our vision, particularly by investing in U.S. online sports betting and
iGaming through BetMGM, expanding our digital capabilities, and seeking to diversify our Asia operations with
development efforts in Japan.
As part of that business strategy, we have sought, and executed on, opportunities to invest in our growth areas,
divest our real estate assets, and acquire, or enter into venture transactions with respect to the operations of integrated
casino, hotel, and entertainment resorts, including through the following transactions:
•
•
In July 2018, we and Entain plc (“Entain”) formed BetMGM, LLC (“BetMGM”), a venture that is owned 50% by
each party. In connection with its formation, we provided BetMGM with exclusive access to all of our domestic
landbased and online sports betting, major tournament poker, and online gaming operations and Entain provided
BetMGM with exclusive access to its technology in the United States.
In January 2019, we acquired the real property and operations associated with Empire City Casino's racetrack and
casino ("Empire City") for total consideration of approximately $865 million. Subsequently, MGP acquired
1
•
•
•
•
•
•
•
•
•
•
Empire City’s developed real property from us and Empire City was added to the master lease between us and
MGP. Refer to Note 4 and Note 18 for additional information.
In March 2019, we entered into an amendment to the master lease between us and MGP with respect to
improvements made by us related to the rebranding of the Park MGM and NoMad Las Vegas property (the “Park
MGM Transaction”). Refer to Note 18 for additional information on this transaction, which eliminates in
consolidation.
Additionally, in November 2019, Bellagio BREIT Venture was formed, which acquired the Bellagio real estate
assets from us for total consideration of $4.25 billion, and leased such assets back to us pursuant to a lease
agreement. Refer to Note 11 for additional information relating to the lease and Note 12 for the guarantee entered
into in connection with the transaction.
In December 2019, we completed the sale of Circus Circus Las Vegas and adjacent land for $825 million. See
Note 16 for additional information related to this transaction.
On February 14, 2020, we completed a series of transactions (collectively the “MGP BREIT Venture
Transaction”) pursuant to which the real estate assets of MGM Grand Las Vegas and Mandalay Bay (including
Mandalay Place) were contributed to the newly formed MGP BREIT Venture in exchange for total consideration
of $4.6 billion. See Note 1 for further discussion on the transaction and Note 12 for the guarantee entered into in
connection with the transaction.
In connection with the MGP BREIT Venture Transaction, MGP BREIT Venture entered into a lease with us for
the real estate assets of Mandalay Bay and MGM Grand Las Vegas. Additionally, the master lease with MGP was
modified to remove the Mandalay Bay property and the annual cash rent under the MGP master lease was reduced
by $133 million, as further discussed in Note 18. Refer to Note 11 for additional information relating to the lease.
Also, on January 14, 2020, we, the Operating Partnership, and MGP entered into a waiver agreement pursuant to
which approximately 30 million Operating Partnership units that we held were redeemed for $700 million on
May 18, 2020 and approximately 24 million Operating Partnership units that we held were redeemed for $700
million on December 2, 2020. As a result, the waiver terminated in accordance with its terms. Refer to Note 1 for
further information regarding this transaction, which eliminates in consolidation.
On March 4, 2021, we delivered a notice of redemption to MGP covering approximately 37 million Operating
Partnership units that we held which was satisfied with aggregate cash proceeds of approximately $1.2 billion,
using cash on hand together with the proceeds from MGP's issuance of Class A shares. See Note 13 for
information regarding this transaction, which eliminates in consolidation.
On August 4, 2021, we entered into an agreement with VICI Properties, Inc. (“VICI”) and MGP whereby VICI
will acquire MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”). Pursuant to the
agreement, MGP Class A shareholders will receive 1.366 shares of newly issued VICI stock in exchange for each
MGP Class A share outstanding and we will receive 1.366 units of the new VICI operating partnership (“VICI
OP”) in exchange for each Operating Partnership unit held by us. In connection with the exchange, VICI OP will
redeem the majority of our VICI OP units for cash consideration of $4.4 billion. MGP’s Class B share that is held
by us will be cancelled. As part of the transaction, we will enter into an amended and restated master lease with
VICI. The transaction is expected to close in the first half of 2022, subject to customary closing conditions,
regulatory approvals, and approval by VICI stockholders (which was obtained on October 29, 2021). Refer to
Note 1 for further information.
On September 26, 2021, we entered into an agreement to acquire the operations of The Cosmopolitan of Las
Vegas ("The Cosmopolitan") for cash consideration of $1.625 billion, subject to customary working capital
adjustments. Additionally, the Company will enter into a lease agreement for the real estate assets of The
Cosmopolitan. The transaction is expected to close in the first half of 2022, subject to regulatory approvals and
other customary closing conditions. Refer to Note 1 for further information.
On September 27, 2021, we completed the acquisition of the 50% ownership interest in CityCenter Holdings, LLC
("CityCenter") held by Infinity World Development Corp ("Infinity World"), a wholly owned subsidiary of Dubai
World, a Dubai, United Arab Emirates government decree entity, for cash consideration of $2.125 billion. Refer to
Note 4 for additional information on this acquisition.
2
•
•
•
•
On September 28, 2021, we sold the real estate assets of Aria (including Vdara) to funds managed by Blackstone
for cash consideration of $3.89 billion and entered into a lease through which the real property is leased back to a
subsidiary of the Company. Refer to Note 11 for discussion of the lease agreement.
On September 28, 2021, we announced that we, together with our venture partner, ORIX Corporation ("ORIX"),
were selected by Osaka as the region’s integrated resort partner. In December 2021, we and ORIX formed a
venture, through which we will bid to develop one of Japan's first integrated resorts.
On October 29, 2021, MGP acquired the real estate assets of MGM Springfield from us for cash consideration of
$400 million and MGM Springfield was added to the MGP master lease between us and MGP through which
MGP leases back the real property to a subsidiary of ours. Transactions with MGP, including transactions under
the MGP master lease, have been eliminated in our consolidation of MGP. Refer to Note 18 for further discussion
of the master lease with MGP.
On December 13, 2021, we entered into an agreement to sell the operations of The Mirage to an affiliate of
Seminole Hard Rock Entertainment, Inc. ("Hard Rock") for cash consideration of $1.075 billion, subject to certain
purchase price adjustments. Upon closing, the master lease between us and VICI (or MGP in the event that the
VICI Transaction is terminated) will be amended and restated to reflect a $90 million reduction in annual cash
rent. The transaction is expected to close during the second half of 2022, subject to certain closing conditions,
including, but not limited to, the consummation or termination of the VICI Transaction and receipt of regulatory
approvals. Refer to Note 1 for further information.
For additional information relating to our acquisitions, divestitures, venture transactions, and other arrangements,
including those referred to above, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations,” as well as the notes to our consolidated financial statements specified above.
Financial Impact of COVID-19. See “Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations — Description of our business and key performance indicators — Financial Impact of COVID-19”
for more information about the effect of the COVID-19 pandemic on our business and our recovery. For a discussion of the
risks to our business resulting from COVID-19, see “Item 1A. Risk Factors — Risks Related to Our Business, Industry,
and Market Conditions.”
Resort Operations
General
Most of our revenue is cash-based, through customers wagering with cash or paying for non-gaming services with
cash or credit cards. We rely on the ability of our resorts to generate operating cash flow to fund capital expenditures,
provide excess cash flow for future development, acquisitions or investments, and repay debt financings.
Our results of operations do not tend to be seasonal in nature as all of our casino resorts, except as otherwise
described related to the impact of COVID-19, typically operate 24 hours a day, every day of the year, with the exception of
Empire City, which operates 20 hours a day, every day of the year, though a variety of factors may affect the results of any
interim period, including the timing of major conventions, Far East baccarat volumes, the amount and timing of marketing
and special events for our high-end gaming customers, and the level of play during major holidays, including New Year
and Lunar New Year. Our primary casino and hotel operations are owned and managed by us. Other resort amenities may
be owned and operated by us, owned by us but managed by third parties for a fee, or leased to third parties. We also lease
space to third-party retail and food and beverage operators, particularly for branding opportunities.
As of December 31, 2021, we have three reportable segments: Las Vegas Strip Resorts, Regional Operations, and
MGM China, as generally described below. See Note 17 for detailed financial information about our reportable segments.
Las Vegas Strip Resorts and Regional Operations
Las Vegas Strip Resorts. Las Vegas Strip Resorts consists of the following casino resorts: Aria (including Vdara)
(upon acquisition in September 2021), Bellagio, MGM Grand Las Vegas (including The Signature), Mandalay Bay
(including Delano and Four Seasons), The Mirage, Luxor, New York-New York (including The Park), Excalibur, Park
MGM (including NoMad Las Vegas) and Circus Circus Las Vegas (until the sale of such property in December 2019).
Regional Operations. Regional Operations consists of the following casino resorts: MGM Grand Detroit in Detroit,
Michigan; Beau Rivage in Biloxi, Mississippi; Gold Strike Tunica in Tunica, Mississippi; Borgata in Atlantic City, New
3
Jersey; MGM National Harbor in Prince George’s County, Maryland; MGM Springfield in Springfield, Massachusetts;
Empire City in Yonkers, New York (upon its acquisition in January 2019); and MGM Northfield Park in Northfield Park,
Ohio (upon MGM’s acquisition of the operations from MGP in April 2019).
Over half of the net revenue from our Las Vegas Strip Resorts is typically derived from non-gaming operations,
including hotel, food and beverage, entertainment and other non-gaming amenities and the majority of the net revenue from
our Regional Operations is typically derived from gaming operations. Although our domestic customer mix has changed in
the near term as a result of the COVID-19 pandemic, our long-term strategy continues to be to market to different
customers and utilize our significant convention and meeting facilities to allow us to maximize hotel occupancy and
customer volumes, which also leads to better labor utilization. Our operating results are highly dependent on the volume of
customers at our properties, which in turn affects the price we can charge for our hotel rooms and other amenities.
Our casino operations feature a variety of slots and table games, and, through BetMGM, we offer online sports
betting and iGaming in certain jurisdictions in the United States. In addition, we provide our premium players access to
high-limit rooms and lounge experiences where players may enjoy an upscale atmosphere.
MGM China
We own approximately 56% of MGM China, which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”),
the Macau company that owns and operates the MGM Macau and MGM Cotai casino resorts and holds the related gaming
subconcession and land concessions. We believe our ownership interest in MGM China plays an important role in
extending our reach internationally and will foster future growth and profitability. Although visitation during 2020 and
2021 was significantly reduced by the COVID-19 pandemic, we expect the long-term future growth of the Asian gaming
market to drive additional visitation at MGM Macau and MGM Cotai.
Our current MGM China operations relate to MGM Macau and MGM Cotai, discussed further below. MGM
China’s revenues are generated primarily from gaming operations which are conducted under a gaming subconcession held
by MGM Grand Paradise, a subsidiary of MGM China. The Macau government has granted three gaming concessions and
each of these concessionaires has granted a subconcession. The MGM Grand Paradise gaming subconcession was granted
by SJM Resorts S.A. ("SJMSA", formerly Sociedade de Jogos de Macau, S.A.), which expires in June 2022. The Macau
government currently prohibits additional concessions and subconcessions, but does not place a limit on the number of
casinos or gaming areas operated by the concessionaires and subconcessionaires, though additional casinos or gaming areas
require government approval prior to commencing operations. See “Risk Factors — Risks Related to our Macau
Operations — The Macau government can terminate MGM Grand Paradise’s subconcession under certain circumstances
without compensating MGM Grand Paradise, exercise its redemption right with respect to the subconcession, or refuse to
grant MGM Grand Paradise an extension of the subconcession in 2022, or MGM Grand Paradise may be unsuccessful in
obtaining a gaming concession when a new public tender is held by the Macau government, any of which would have a
material adverse effect on our business, financial condition, results of operations and cash flows.”
As discussed above, gaming in Macau is currently administered by the Macau Government through concessions
awarded to three different concessionaires and three subconcessionaires, of which a subsidiary of MGM China, MGM
Grand Paradise, is a subconcessionaire. In 2019, the expiration of MGM Grand Paradise's subconcession term was
extended from March 31, 2020 to June 26, 2022, consistent with the expiration of the other concessionaires and
subconcessionaires. Pursuant to the current Macau gaming law, upon reaching the maximum duration of 20 years, the term
of the concessions may be extended one or more times by order of the Chief Executive, which period may not exceed, in
total, 5 years. On January 14, 2022, the Macau Government disclosed the content of a bill to amend Macau gaming law,
which followed a 45-day public consultation process regarding draft amendment proposals that were issued in September
2021. Under the bill, the existing subconcessions will be discontinued and a maximum of six concessions will be awarded
for a term to be specified in the concession contract that may not exceed 10 years and which may be extended by three
years under certain circumstances. The bill is subject to debate and approval by the Macau Legislative Assembly. The
approval of the new gaming law bill will precede the public tender for the awarding of new gaming concessions and to date
the Macau Government has provided no indication as to whether the public tender will take place before expiry of the
existing gaming concessions and subconcessions but acknowledged that it could consider the extension of the existing
concessions and subconcessions beyond their current term if the public tender is held at a later date. Unless MGM Grand
Paradise's gaming subconcession is extended or legislation with regard to reversion of casino premises is amended, the
casino area premises and gaming-related equipment subject to reversion will automatically be transferred to the Macau
Government upon expiration, and MGM Grand Paradise will cease to generate any revenues from such gaming operations.
In addition, certain events relating to the loss, termination, rescission, revocation or modification of MGM Grand
Paradise’s gaming subconcession in Macau, where such events have a material adverse effect on the financial condition,
business, properties, or results of operations of MGM China, taken as a whole, may result in a special put option triggering
event under MGM China’s senior notes and an event of default under MGM China’s revolving credit facilities. MGM
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China continues to closely monitor developments regarding the retendering process or concession extensions including the
issuance of guidance by the Macau Government. MGM China intends to respond proactively to all relevant Macau
Government requirements when known relating to the retendering process. We cannot provide any assurance that the
gaming subconcession will be extended beyond the current term or that we will be able to obtain a gaming concession in a
public tender; however, management believes that MGM Grand Paradise will be successful in obtaining a gaming
concession when a public tender is held.
Corporate and Other
We have additional business activities including our investments in unconsolidated affiliates, and certain other
corporate and management operations. Our unconsolidated affiliates include the ventures with BREIT, discussed
elsewhere, and BetMGM. In September 2021, we completed the acquisition of the 50% ownership interest in CityCenter
held by Infinity World and now own 100% of the equity interest in CityCenter. Accordingly, we no longer account for our
interest in CityCenter under the equity method of accounting, and we now consolidate CityCenter in our financial
statements.
5
Our Operating Resorts
We have provided certain information below about our resorts as of December 31, 2021.
Name and Location
Las Vegas Strip Resorts:
Aria(4)
Bellagio
MGM Grand Las Vegas (5)
Mandalay Bay (6)
The Mirage
Luxor
Excalibur
New York-New York
Park MGM (7)
Subtotal
Regional Operations:
MGM Grand Detroit (Detroit, Michigan) (8)
Beau Rivage (Biloxi, Mississippi)
Gold Strike Tunica (Tunica, Mississippi)
Borgata (Atlantic City, New Jersey)
MGM National Harbor (Prince George's County,
Maryland) (9)
MGM Springfield (Springfield, Massachusetts)(10)
MGM Northfield Park (Northfield, Ohio)
Empire City (Yonkers, New York)
Subtotal
MGM China:
MGM Macau – 55.95% owned (Macau S.A.R.)
MGM Cotai – 55.95% owned (Macau S.A.R.)
Subtotal
Grand total
Number of
Guestrooms
and Suites
Approximate
Casino
Square
Footage(1)
Slots (2)
Gaming
Tables (3)
5,497
3,933
6,071
4,750
3,044
4,397
3,981
2,024
2,898
142,000
152,000
169,000
152,000
94,000
101,000
93,000
81,000
66,000
1,316
1,312
1,245
990
835
819
894
893
745
36,595
1,050,000
9,049
400
1,740
1,109
2,767
308
240
—
—
6,564
585
1,418
2,003
45,162
147,000
85,000
57,000
213,000
150,000
106,000
73,000
137,000
968,000
307,000
298,000
605,000
2,623,000
2,817
1,516
1,082
2,816
2,123
1,571
1,669
4,696
18,290
1,017
1,026
2,043
29,382
121
146
122
69
71
45
42
54
65
735
140
75
61
163
158
52
—
—
649
289
263
552
1,936
(1) Casino square footage is approximate and includes the gaming floor, race and sports, high limit areas and casino specific walkways, and
(2)
(3)
excludes casino cage and other non-gaming space within the casino area.
Includes slot machines, video poker machines and other electronic gaming devices. Also include 172 and 187 gaming devices temporarily out
of service due to COVID-19 restrictions at MGM Macau and MGM Cotai, respectively.
Includes blackjack (“21”), baccarat, craps, roulette and other table games; does not include poker. MGM China gaming tables reflect the
permanent table count, excludes temporary tables.
Includes 1,495 condominium-hotel units at Vdara, which are predominantly utilized as company-owned hotel rooms.
Includes 1,078 rooms at The Signature at MGM Grand Las Vegas.
Includes 1,117 rooms at the Delano and 424 rooms at the Four Seasons Hotel.
Includes 293 rooms at NoMad Las Vegas.
(4)
(5)
(6)
(7)
(8) Our local investors have an ownership interest of approximately 3% of MGM Grand Detroit.
(9) Our local investors have a non-voting economic interest in MGM National Harbor. Refer to Note 2 in the accompanying consolidated financial
statements for further description of such interest.
(10) Our local investor has a non-voting economic interest in MGM Springfield.
6
Customers and Competition
Our properties operate in highly competitive environments. We compete against gaming companies, as well as other
hospitality companies in the markets in which we operate, neighboring markets, and in other parts of the world, including
non-gaming resort destinations such as Hawaii. Our gaming operations compete to a lesser extent with state-sponsored
lotteries, off-track wagering, card parlors, iGaming and other forms of legalized gaming in the United States and
internationally. For further discussion of the potential impact of competitive conditions on our business, see “Item 1A. Risk
Factors — Risks Related to our Business, Industry, and Market Conditions — We face significant competition with respect
to destination travel locations generally and with respect to our peers in the industries in which we compete, including
increased competition through online sports betting and iGaming, and failure to compete effectively could materially
adversely affect our business, financial condition, results of operations and cash flow.”
Our primary methods of successful competition include:
•
•
•
•
•
Locating our resorts in desirable leisure and business travel markets and operating at superior sites within those
markets;
Constructing and maintaining high-quality resorts and facilities, including luxurious guestrooms, state-of-the-art
convention facilities and premier dining, entertainment, retail and other amenities;
Recruiting, training and retaining well-qualified and motivated employees who provide superior customer service;
Providing unique, “must-see” entertainment attractions; and
Developing distinctive and memorable marketing, promotional and customer loyalty programs.
Las Vegas Strip Resorts and Regional Operations
Our customers include premium gaming customers; leisure and wholesale travel customers; business travelers, and
group customers, including conventions, trade associations, and small meetings. We have a diverse portfolio of properties,
which appeal to the upper end of each market segment and also cater to leisure and value-oriented tour and travel
customers. Many of our properties have significant convention and meeting space which we utilize to drive business to our
properties during midweek and off-peak periods.
Our Las Vegas casino resorts compete for customers with a large number of other hotel casinos in the Las Vegas
area, including major hotel casinos on or near the Las Vegas Strip, major hotel casinos in the downtown area, which is
about five miles from the center of the Las Vegas Strip, and several major hotel casinos elsewhere in the Las Vegas area.
Our Las Vegas Strip Resorts also compete, in part, with each other. Major competitors, including new entrants, have either
recently expanded their hotel room capacity and convention space offerings, or have plans to expand their capacity or
construct new resorts in Las Vegas. Also, the growth of gaming in areas outside Las Vegas has increased the competition
faced by our operations in Las Vegas.
Outside Nevada, our resorts primarily compete with other hotel casinos in their markets and for customers in
surrounding regional gaming markets, where location is a critical factor to success. In addition, we compete with gaming
operations in surrounding jurisdictions and other leisure destinations in each region.
MGM China
The three primary customer bases in the Macau gaming market are VIP gaming operations, main floor gaming
operations and slot machine operations. VIP gaming play has historically been sourced both internally and externally.
Externally sourced VIP gaming play was obtained through external gaming promoters who assist VIP players with their
travel and entertainment arrangements. Gaming promoters have been compensated through payment of revenue-sharing
arrangements and rolling chip turnover-based commissions. In-house VIP players also typically receive a commission
based on the program in which they participate. Unlike gaming promoters and in-house VIP players, main floor players do
not receive commissions. The profit contribution from the main floor gaming operations has historically exceeded the VIP
gaming operations due to commission costs paid to gaming promoters. We offer amenities to attract players such as
premium gaming lounges and stadium-style electronic table games terminals, which include both table games and slots to
create a dedicated exclusive gaming space for premium main floor players’ use, as well as non-gaming amenities, such as
The Mansion and MGM Cotai Emerald Villa to attract ultra-high end customers.
VIP gaming at MGM China is conducted by the use of special purpose nonnegotiable gaming chips. Gaming
promoters currently purchase these nonnegotiable chips and in turn they sell these chips to their players. The nonnegotiable
chips allow us to track the amount of wagering conducted by each gaming promoters’ clients in order to determine VIP
gaming play. Gaming promoter commissions are currently based on a percentage of the gross table games win or a
percentage of the table games turnover they generate. They also receive a complimentary allowance based on a percentage
of the table games turnover they generate, which can be applied to hotel rooms, food and beverage and other discretionary
7
customer-related expenses. Gaming promoter commissions are recorded as a reduction of casino revenue. In-house VIP
commissions are based on a percentage of rolling chip turnover and are recorded as a reduction of casino revenue.
In December 2021, we suspended operations with our primary gaming promoters. In January 2022, the Macau
Government disclosed the content of a bill to amend the gaming law which includes some restrictions relating to gaming
promoters, including: each gaming promoter can only exercise the activity of gaming promotion for one concessionaire,
revenue sharing arrangements between concessionaires and gaming promoters are prohibited, gaming promoters are
prohibited from having exclusive operation of casino reserved areas, and gaming promoters are restricted to only providing
support to the concessionaires in the promotion of casino gaming activities through commissions. The bill is subject to
debate and approval by the Macau Legislative Assembly.
We have focused our business on main floor gaming operations and, accordingly, we do not expect VIP gaming
operations to be a significant source of revenue in future years. The majority of MGM China's casino revenue has been
provided by main floor gaming operations in recent years and we expect this customer base will be the primary source of
growth in the future.
Our key competitors in Macau include five other gaming concessionaires and subconcessionaires. If the Macau
government were to grant additional concessions or subconcessions, we would face additional competition which could
have a material adverse effect on our financial condition, results of operations or cash flows. Additionally, we face
competition at our Macau and Cotai properties from concessionaires who have expanded their operations, primarily on the
Cotai Strip.
We encounter competition from major gaming centers located in other areas of Asia and around the world including,
but not limited to, Singapore, South Korea, Vietnam, Cambodia, the Philippines, Australia, and Las Vegas.
Marketing
Our marketing efforts are conducted through various means, including our loyalty programs. We advertise on radio,
television, internet and billboards and in newspapers and magazines in selected cities throughout the United States and
overseas, as well as by direct mail, email and through the use of social media. We also advertise through our regional
marketing offices located in major U.S. and foreign cities. Our direct marketing efforts utilize advanced analytic techniques
that identify customer preferences and help predict future customer behavior, allowing us to make more relevant offers to
customers, influence incremental visits, and help build lasting customer relationships.
MGM Rewards, our customer loyalty program, is a tiered program and allows customers to qualify for benefits
across our participating resorts and in both gaming and non-gaming areas, encouraging customers to keep their total spend
within our casino resorts. In January 2022, we redesigned our loyalty program to expand the ways in which our customers
can earn benefits. We also offer the Golden Lion Club for gaming focused customers, in addition to M life Rewards, at
MGM China. The structured rewards systems based on member value and tier level ensure that customers can
progressively access the full range of services that the resorts provide. Our loyalty programs focus on building a rewarding
relationship with our customers, encouraging members to increase both visitation and spend.
Strategy
We strive to be a leader in the global gaming, entertainment and hospitality industry that delivers extraordinary
entertainment across a portfolio of properties in the United States and Macau. The quality of our properties and amenities is
evidenced by our success in winning numerous awards, both domestic and globally, including several Four and Five
Diamond designations from the American Automobile Association, multiple Four and Five Star designations from Forbes
Travel Guide and numerous certifications of our Corporate Social Responsibility efforts.
In order to achieve our vision of becoming the world's premier gaming entertainment company, we developed our
strategic plan, which centers on four pillars:
•
•
Strong People and Culture. Recruit, develop and retain the best talent. Foster a culture of diversity and
inclusion. Invest in the employee experience.
Customer-Centric Model. Leverage a customer-centric model reinforced by a strong brand and deep customer
insights to provide unmatched entertainment experiences for our guests and drive top-line growth.
• Operational Excellence. Operating model refinement to maximize operating efficiencies and expand margins.
•
Enhancement of digital capabilities to strengthen customer loyalty.
Disciplined Capital Allocation to Maximize Shareholder Value. Pursuit of targeted, attractive ROI
opportunities that align to our strategic vision. Focus on shareholder returns. Fortify balance sheet.
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Due to the COVID-19 pandemic and the resulting rapidly changing environment, our strategic direction must allow
for flexibility. The strategic plan was developed with the intent to regularly revisit, measure, and reevaluate for emerging
opportunities.
In allocating resources, our financial strategy is focused on managing a proper mix of investments in our existing
properties, strategic growth opportunities, debt repayment and shareholder returns. We believe there are reasonable
investments for us to make in new initiatives and at our current resorts that will provide profitable returns.
We regularly evaluate targeted opportunities that provide an attractive return on investment in domestic and
international markets, including the ownership, management and operation of gaming facilities and accessing new markets
for iGaming and online sports betting. We also leverage our management expertise and well-recognized brands through
strategic partnerships and international expansion opportunities. We feel that several of our brands are well-suited to new
projects in both gaming and non-gaming developments. We may undertake these opportunities either alone or in
cooperation with one or more third parties.
We continue to invest in our operating model by expanding the footprint of our Centers of Excellence and enabling
best in class operations through adjustments within corporate and property business units. In addition, we have
implemented several improvement and cost cutting initiatives comprised of labor, sourcing, and revenue programs that
have further improved our operating model and have positioned us as a stronger company.
We have continued to focus on our key growth opportunities of developing an integrated resort in Japan and
investing in BetMGM. In September 2021, we, together with our venture partner, ORIX, were selected by Osaka as the
region’s integrated resort partner. This selection marks an important step in our long-term bid to develop one of Japan’s
first integrated casino resorts. We are currently working with Osaka to submit an area development plan to the central
government during the application period. As it relates to BetMGM, we believe that BetMGM is positioned as a long-term
leader in the U.S. online sports betting and iGaming industries. As part of our commitment to the success of BetMGM, we
have integrated our MGM Rewards program with BetMGM and have BetMGM branded on-property sportsbooks and
kiosks to drive higher value customers at lower acquisition costs through a robust omni-channel strategy. Further, we
continue to explore bringing full-scale commercial gaming to Empire City in New York.
Technology
We believe technology, digital and advanced data science/analytics capabilities are critical to optimizing customer
experience and loyalty, employee productivity and engagement, operational efficiency and revenue growth. We are focused
on using these capabilities to achieve specific goals of creating ‘only at MGM’ differentiation through unique content and
experiences, establishing a perennial engagement with our guests for increased loyalty, digital diversification through
enhanced e-commerce and seamless integration of the physical integrated resorts business with digital casino and sports
betting businesses, creating cross-property experiences and promotions in Las Vegas to provide much better value to the
consumer, enhancing our data driven decisioning capabilities in all aspects of our business for faster decision making, and
optimizing our operations and employee productivity and experience through digitization.
Environmental & Social Responsibility
At MGM Resorts we have had a long-standing commitment to environmental and social responsibility. For over a
decade, we have had a dedicated board committee focused on Corporate Social Responsibility (“CSR”). In 2019, we had
bolstered governance of these topics by uniting our key pillars of Diversity and Inclusion, Philanthropy and Community
Engagement and Environmental Sustainability under one Executive Committee-level leader who manages the MGM
Resorts Social Impact and Sustainability Center of Excellence, reports directly to the Chief Executive Officer and
President, and serves as liaison to the CSR and Sustainability board committee. This leader now also oversees the Human
Resources function, and is thus able to integrate Environmental, Social and Governance (“ESG”) considerations more
deeply into the core culture of our organization.
The year 2021 was a critical one in terms of progress on our ESG initiatives. In May 2021, we published our 2020
Social Impact & Sustainability Report containing our most robust ESG disclosures to date. In this report we showed the
significant progress made towards many of our ESG goals that we had announced publicly in prior reports, and we expect
to publish a report in 2022 reflecting our progress on these goals during 2021.
Importantly, 2021 saw the opening of the 100MW “MGM Resorts Mega Solar Array” in North Las Vegas. This is
the hospitality industry’s largest direct-connect renewable electricity project world-wide and has significantly improved our
trajectory to achieve our previously announced carbon reduction goals. In connection with the opening of this array, we
enhanced our climate ambition by announcing two new 2030 goals: to cut global total operational carbon emissions by
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50%, and source 100% renewable electricity in the USA. Beyond the environmental benefits associated with the renewable
electricity generated, the array will also help us hedge our electricity costs and reduce our exposure to price volatility risks.
In 2021, we also made substantial progress against our commitment to aligning more of our ESG report disclosures
to leading ESG frameworks by publishing our first ever disclosures informed by guidelines of the Global Reporting
Initiative (GRI) and Sustainability Accounting Standards Board (SASB) Hotels & Lodging and Casinos & Gaming Sector
Standards.
Our full list of ESG goals and performance against them are available in our 2020 Social Impact & Sustainability
Report, available at mgmresorts.com/focused. The content on this website and report is for informational purposes only and
such content is not incorporated by reference into this Annual Report on Form 10-K.
Trademarks
Our principal intellectual property consists of trademarks for, among others, Aria, Vdara, Bellagio, The Mirage,
Borgata, Mandalay Bay, MGM, MGM Grand, MGM Resorts International, Luxor, Excalibur, New York-New York, Beau
Rivage and Empire City, all of which have been registered or allowed in various classes in the United States. In addition,
we have also registered or applied to register numerous other trademarks in connection with our properties, facilities and
development projects in the United States and in various other foreign jurisdictions. These trademarks are brand names
under which we market our properties and services. We consider these brand names to be important to our business since
they have the effect of developing brand identification. We believe that the name recognition, reputation and image that we
have developed attract customers to our facilities. Once granted, our trademark registrations are of perpetual duration so
long as they are used and periodically renewed. It is our intent to pursue and maintain our trademark registrations
consistent with our goals for brand development and identification, and enforcement of our trademark rights.
Human Capital
We are focused on fostering a people-driven culture exemplified by how we lead and uphold our core values, which
in 2021 evolved to: captivate our audience, inspire excellence, champion inclusion, and win together, to create an engaged
and diverse workforce. Our long-term people strategy is designed to enhance talent attraction and development to support
business objectives, guest experience, community engagement, and financial goals. Our workforce development strategies
support local hiring and developing a robust workforce in the local communities in which we operate through veteran
support, community training and employment, fulfilling local hiring commitments (where applicable), and through
internship and management development programs.
Growth and Development
We invest significant resources to develop the talent needed, now and in the future, to continue to be a premier
employer of choice across the gaming, hospitality, and entertainment industries. We are committed to a culture of
continuous learning where employees, at all levels, are engaged in developing their knowledge, skills, and abilities and we
support the long-term career aspirations of our employees through education and professional/personal development. In
2021, we introduced several new learning and development initiatives focused on a broad range of employee segments.
Except as otherwise temporarily impacted due to COVID-19, we offer tuition reimbursement, contribute toward student
loan debt repayment, and have partnered with the Nevada System of Higher Education to allow employees to earn a degree
online free of charge for all credit hours.
Equity, Diversity, and Inclusion (“ED&I”)
Our approach to ED&I is anchored by our corporate and people strategies and a social impact and sustainability
approach that centers on embracing humanity and protecting the planet. A concise framework lays out four strategic pillars
to guide our work: invest in people; build an inclusive culture; grow business and customer engagement and supplier
diversity; and, enhance marketplace leadership and community relations. As part of our commitment, we have committed
to the following four long-range goals: (1) ensure that all employees have equal access to leadership opportunities, (2)
spend at least 10% of our biddable procurement with diverse suppliers, (3) expand our Supplier Diversity Mentorship
Program to achieve 50 graduates and (4) train 100% of management employees on social impact policies and goals. In
connection with each goal, we have established robust key performance indicators, which are tracked and published in our
annual Social Impact and Sustainability Report.In addition, we have detailed internal Human Capital workforce reports,
which include demographic and diversity data, and are reviewed with the Corporate Social Responsibility and
Sustainability Committee of the Board, leadership teams and executive management on a regular basis.
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Internally, we use multiple channels to facilitate communication and to continuously advance our core value of
inclusiveness. The channels include but are not limited to open forums with executives, employee engagement surveys with
detailed action planning, and employee network groups.
Work in the area of equity, diversity and inclusion is advanced through a range of programs and initiatives which
include education and training, community partnerships, recruitment and talent development, advocacy, engagement and
outreach. Responsibility is driven and led by the Company’s Chief People, Inclusion and Sustainability Officer, who
reports directly to the Chief Executive Officer and President, and is supported by a centralized diversity and inclusion team
and the Human Resources department.
Health, Safety, and Wellness
In order to promote our culture of overall employee health and wellness we provide benefits, tools and resources to
help maintain or improve physical, mental, and financial health. We continue to align benefit offerings to the needs of a
diverse workforce across an expanded regional presence and leverage innovative solutions to expand access to health and
wellness resources, including the recent addition of a service to help connect LGBTQIA+ people and their loved ones with
culturally and clinically competent health care providers.
To ensure our employees' continued health, safety, and wellness in response to COVID-19, we coordinated with
medical experts to put in place extensive testing protocols for our employees and required COVID-19 vaccination as a
condition of employment for all salaried employees and new hires throughout the United States. As a commitment to our
employees impacted by the pandemic, we have maintained benefits eligibility for many employees who were furloughed in
2020 and were unable to work enough hours to qualify for benefits until business conditions improved.
Community Engagement and Philanthropy
Our philanthropic focus centers around: Embracing Humanity and Protecting the Planet. We organize our major
programs and initiatives under the pillars of caring for one another and investing in the community. We established the
MGM Resorts Foundation in 2002 as an engagement opportunity for employees to contribute to charitable causes, which
provides two types of grants (1) the Employee Emergency Grant, which benefits our employees, and (2) the Community
Grant, which benefits local communities. We endeavor to care for our communities through volunteerism and philanthropy
and encourage all of our employees to volunteer through a variety of programs. In addition, we offer opportunities for our
employees to give back to their communities, including through programs such as VolunteerREWARDS, which provides
employees with opportunities to earn grant money to their charity of choice based on volunteer hours.
Employees and Labor Relations
As of December 31, 2021, we had approximately 42,000 full-time and 17,000 part-time employees domestically. In
addition, we had approximately 10,000 employees at MGM China. We had collective bargaining agreements with unions
covering approximately 35,000 of our employees as of December 31, 2021. Collective bargaining agreements covering
multiple bargaining units at our Regional Operations and Las Vegas Strip Resorts are scheduled to expire in 2022. This
includes all bargaining units at Gold Strike Tunica in Mississippi, all bargaining units at Borgata in Atlantic City, our hotel/
food & beverage bargaining unit at MGM National Harbor, and all valet operations in Las Vegas (with the exception of
The Signature). Negotiations for successor contracts covering those employees are being scheduled as expiration dates
approach and will continue throughout 2022. As of December 31, 2021, none of the employees of MGM China are part of
a labor union and the MGM China resorts are not party to any collective bargaining agreements.
Government Regulation and Licensing
The gaming industry is highly regulated, and we must maintain our licenses and pay gaming taxes to continue our
operations. Each of our casinos is subject to extensive regulation under the laws, rules and regulations of the jurisdiction in
which it is located. These laws, rules and regulations generally concern the responsibility, financial stability and character
of the owners, managers, and persons with financial interest in the gaming operations. Violations of laws in one jurisdiction
could result in disciplinary action in other jurisdictions.
A more detailed description of the gaming regulations to which we are subject is contained in Exhibit 99.1 to this
Annual Report on Form 10-K, which Exhibit is incorporated herein by reference.
Our businesses are subject to various federal, state, local and foreign laws and regulations affecting businesses in
general. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic
beverages, smoking, employees, currency transactions, taxation, zoning and building codes (including regulations under
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the Americans with Disabilities Act, which requires all public accommodations to meet certain federal requirements related
to access and use by persons with disabilities), construction, land use and marketing and advertising. We also deal with
significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations.
Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could
be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental
authorities could adversely affect our operating results.
In addition, we are subject to certain federal, state and local environmental laws, regulations and ordinances,
including the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act, the Comprehensive
Environmental Response, Compensation and Liability Act and the Oil Pollution Act of 1990. Under various federal, state
and local laws and regulations, an owner or operator of real property may be held liable for the costs of removal or
remediation of certain hazardous or toxic substances or wastes located on its property, regardless of whether or not the
present owner or operator knows of, or is responsible for, the presence of such substances or wastes. We have not identified
any issues associated with our properties that could reasonably be expected to have an adverse effect on us or the results of
our operations.
For a discussion of potential risks to our business relating to regulatory matters, including due to the potential
impact of legislative and regulatory changes, please see “Item 1A. Risk Factors — Risks Related to Legal and Regulatory
Matters and Changes in Public Policy.”
Cautionary Statement Concerning Forward-Looking Statements
This Form 10-K and our 2021 Annual Report to Stockholders contain “forward-looking statements” within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by
words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “will,” “may” and similar
references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make
regarding the impact of COVID-19 on our business, our ability to reduce expenses and otherwise maintain our liquidity
position during the pandemic, our ability to generate significant cash flow, execute on ongoing and future strategic
initiatives, including the development of an integrated resort in Japan and investments we make in online sports betting and
iGaming, the closing of the VICI Transaction, The Cosmopolitan transaction, and The Mirage transaction, amounts we will
spend on capital expenditures and investments, our expectations with respect to future share repurchases and cash
dividends on our common stock, dividends and distributions we will receive from MGM China or the Operating
Partnership, our ability to achieve the benefits of our cost savings initiatives, and amounts projected to be realized as
deferred tax assets. The foregoing is not a complete list of all forward-looking statements we make.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the
economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from
those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or
assurances of future performance. Therefore, we caution you against relying on any of these forward-looking statements.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include,
but are not limited to, regional, national or global political, economic, business, competitive, market, and regulatory
conditions and the following:
•
•
•
•
•
•
our substantial indebtedness and significant financial commitments, including the fixed component of our rent
payments under our triple-net leases and guarantees we provide of the indebtedness of Bellagio BREIT Venture
and MGP BREIT Venture could adversely affect our development options and financial results and impact our
ability to satisfy our obligations;
current and future economic, capital and credit market conditions could adversely affect our ability to service our
substantial indebtedness and significant financial commitments, including the fixed components of our rent
payments, and to make planned expenditures;
restrictions and limitations in the agreements governing our senior credit facility and other senior indebtedness
could significantly affect our ability to operate our business, as well as significantly affect our liquidity;
the fact that we are required to pay a significant portion of our cash flows as rent, which could adversely affect our
ability to fund our operations and growth, service our indebtedness and limit our ability to react to competitive and
economic changes;
the VICI Transaction, The Cosmopolitan transaction, and The Mirage transaction each remain subject to the
satisfaction of certain closing conditions, including the receipt of certain regulatory approvals, and any anticipated
benefits from such transactions may take longer to realize than expected or may not be realized at all;
potential litigation instituted against us, our transaction counterparties, or our respective directors challenging the
VICI Transaction may prevent such transaction from becoming effective within the expected timeframe or at all;
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the global COVID-19 pandemic has continued to materially impact our business, financial results and liquidity,
and such impact could worsen and last for an unknown period of time;
significant competition we face with respect to destination travel locations generally and with respect to our peers
in the industries in which we compete;
the impact on our business of economic and market conditions in the jurisdictions in which we operate and in the
locations in which our customers reside;
the possibility that we may not realize all of the anticipated benefits of our cost savings initiatives, including our
MGM 2020 Plan, or our asset light strategy;
the fact that our ability to pay ongoing regular dividends is subject to the discretion of our board of directors and
certain other limitations;
All of our domestic gaming facilities are leased and could experience risks associated with leased property,
including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which
could have a material adverse effect on our business, financial position or results of operations;
financial, operational, regulatory or other potential challenges that may arise with respect to MGP, as the lessor for
a significant portion of our properties, may adversely impair our operations;
the fact that MGP has adopted a policy under which certain transactions with us, including transactions involving
consideration in excess of $25 million, must be approved in accordance with certain specified procedures;
the concentration of a significant number of our major gaming resorts on the Las Vegas Strip;
the fact that we extend credit to a large portion of our customers and we may not be able to collect such gaming
receivables;
the potential occurrence of impairments to goodwill, indefinite-lived intangible assets or long-lived assets which
could negatively affect future profits;
the susceptibility of leisure and business travel, especially travel by air, to global geopolitical events, such as
terrorist attacks, other acts of violence, acts of war or hostility or outbreaks of infectious disease (including the
COVID-19 pandemic);
the fact that co-investing in properties or businesses, including our investment in BetMGM, decreases our ability
to manage risk;
the fact that future construction, development, or expansion projects will be subject to significant development
and construction risks;
the fact that our insurance coverage may not be adequate to cover all possible losses that our properties could
suffer, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future;
the fact that a failure to protect our trademarks could have a negative impact on the value of our brand names and
adversely affect our business;
the fact that a significant portion of our labor force is covered by collective bargaining agreements;
the sensitivity of our business to energy prices and a rise in energy prices could harm our operating results;
the potential failure of future efforts to expand through investments in other businesses and properties or through
alliances or acquisitions, or to divest some of our properties and other assets;
the potential that failure to maintain the integrity of our computer systems and internal customer information could
result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits or other restrictions on
our use or transfer of data;
the potential reputational harm as a result of increased scrutiny related to our corporate social responsibility
efforts;
extreme weather conditions or climate change may cause property damage or interrupt business;
the fact that our businesses are subject to extensive regulation and the cost of compliance or failure to comply with
such regulations could adversely affect our business;
the risks associated with doing business outside of the United States and the impact of any potential violations of
the Foreign Corrupt Practices Act or other similar anti-corruption laws;
increases in gaming taxes and fees in the jurisdictions in which we operate;
our ability to recognize our foreign tax credit deferred tax asset and the variability of the valuation allowance we
may apply against such deferred tax asset;
changes to fiscal and tax policies;
risks related to pending claims that have been, or future claims that may be brought against us;
restrictions on our ability to have any interest or involvement in gaming businesses in China, Macau, Hong Kong
and Taiwan, other than through MGM China;
the ability of the Macau government to terminate MGM Grand Paradise’s subconcession under certain
circumstances without compensating MGM Grand Paradise, exercise its redemption right with respect to the
subconcession, or refuse to grant MGM Grand Paradise an extension of the subconcession in 2022; and
the potential for conflicts of interest to arise because certain of our directors and officers are also directors of
MGM China.
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Any forward-looking statement made by us in this Form 10-K or our 2021 Annual Report to Stockholders speaks
only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time
to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-
looking statement, whether as a result of new information, future developments or otherwise, except as may be required by
law. If we update one or more forward-looking statements, no inference should be made that we will make additional
updates with respect to those or other forward-looking statements.
You should also be aware that while we from time to time communicate with securities analysts, we do not disclose
to them any material non-public information, internal forecasts or other confidential business information. Therefore, you
should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the
statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those
reports are not our responsibility and are not endorsed by us.
Information about our Executive Officers
The following table sets forth, as of February 25, 2022, the name, age and position of each of our executive officers.
Executive officers are elected by and serve at the pleasure of the Board of Directors.
Name
William J. Hornbuckle
Corey I. Sanders
Jonathan S. Halkyard
John M. McManus
Tilak Mandadi
Age
64
58
57
54
58
Position
Chief Executive Officer and President
Chief Operating Officer
Chief Financial Officer and Treasurer
Executive Vice President, General Counsel and Secretary
Chief Strategy, Innovation and Technology Officer
Mr. Hornbuckle has served as Chief Executive Officer since July 2020 and as President since December 2012. He
served as Acting Chief Executive Officer from March 2020 to July 2020, as Chief Operating Officer from March 2019 to
March 2020, as President and Chief Customer Development Officer from December 2018 to February 2019, as Chief
Marketing Officer from August 2009 to August 2014 and President and Chief Operating Officer of Mandalay Bay Resort
& Casino from April 2005 to August 2009.
Mr. Sanders has served as Chief Operating Officer since December 2020. Previously, he served as Chief Financial
Officer and Treasurer from March 2019 to January 2021, as Chief Operating Officer from September 2010 through
February 2019, as Chief Operating Officer for the Company’s Core Brand and Regional Properties from August 2009 to
September 2010, as Executive Vice President—Operations from August 2007 to August 2009, and as Executive Vice
President and Chief Financial Officer for MGM Grand Resorts from April 2005 to August 2007.
Mr. Halkyard has served as Chief Financial Officer and Treasurer since January 2021. Prior to joining the Company,
Mr. Halkyard served as President and Chief Executive Officer of Extended Stay America, Inc. ("Extended Stay") and its
paired-share REIT, ESH Hospitality, Inc., from January 2018 through November 2019, as Chief Financial Officer of
Extended Stay from January 2015 through December 2017, and as Chief Operating Officer of Extended Stay from
September 2013 through January 2015. Prior to joining Extended Stay, Mr. Halkyard served as Chief Financial Officer of
NV Energy, Inc. from July 2012 through September 2013 and, prior to that, he served in various executive, finance and
managerial roles at Caesars Entertainment Inc. since 1999, including as Chief Financial Officer from 2006 through 2012.
Mr. McManus has served as Executive Vice President, General Counsel and Secretary since July 2010. He served as
Acting General Counsel from December 2009 to July 2010, as a senior member of the Company’s Corporate Legal
Department from July 2008 to December 2009, and he served as counsel to various MGM operating subsidiaries from May
2001 to July 2008.
Mr. Mandadi has served as Chief Strategy, Innovation and Technology Officer since July 2021. Prior to joining the
Company, Mr. Mandadi served as Executive Vice President of Digital and Global Chief Technology Officer for Disney
Parks, Experiences and Products, Inc. from March 2013. Prior to joining Disney, Mr. Mandadi served as Senior Vice
President of Digital for American Express Company from July 2006 to March 2013.
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Available Information
We maintain a website at www.mgmresorts.com that includes financial and other information for investors. We
provide access to our SEC filings, including our annual report on Form 10-K and quarterly reports on Form 10-Q
(including related filings in XBRL format), filed and furnished current reports on Form 8-K, and amendments to those
reports on our website, free of charge, through a link to the SEC’s EDGAR database. Through that link, our filings are
available as soon as reasonably practicable after we file or furnish the documents with the SEC. These filings are also
available on the SEC’s website at www.sec.gov.
Because of the time differences between Macau and the United States, we also use our corporate website as a means
of posting important information about MGM China.
References in this document to our website address do not incorporate by reference the information contained on the
websites into this Annual Report on Form 10-K.
ITEM 1A.
RISK FACTORS
You should be aware that the occurrence of any of the events described in this section and elsewhere in this report or
in any other of our filings with the SEC could have a material adverse effect on our business, financial position, results of
operations and cash flows. In evaluating us, you should consider carefully, among other things, the risks described below.
Summary of Risk Factors
The following is a summary of the principal risks that could adversely affect our business, operations and financial
results.
Risks Related to Our Substantial Financial Commitments
•
•
•
Our substantial indebtedness and significant financial commitments, including the fixed component of our rent
payments and guarantees we provide on the indebtedness of Bellagio BREIT Venture and MGP BREIT Venture
could adversely affect our operations and financial results and impact our ability to satisfy our obligations.
Current and future economic, capital and credit market conditions could adversely affect our ability to service our
substantial indebtedness and significant financial commitments or make planned expenditures.
The agreements governing our senior credit facility and other senior indebtedness contain restrictions and
limitations that could significantly affect our ability to operate our business, as well as significantly affect our
liquidity, and therefore could adversely affect our results of operations.
• We are required to pay a significant portion of our cash flows as rent, which could adversely affect our ability to
fund our operations and growth initiatives, service our indebtedness and limit our ability to react to competitive
and economic changes.
Risks Related to Our Announced Transactions
•
•
The VICI Transaction, The Cosmopolitan transaction, and The Mirage transaction each remain subject to the
satisfaction of certain closing conditions, including the receipt of certain regulatory approvals, and any anticipated
benefits from such transactions may take longer to realize than expected or may not be realized at all.
The potential litigation instituted against us, our transaction counterparties, or our respective directors challenging
the VICI Transaction may prevent such transaction from becoming effective within the expected timeframe or at
all.
Risks Related to Our Business, Industry, and Market Conditions
•
The global COVID-19 pandemic has continued to materially impact our business, financial results and liquidity,
and such impact could worsen and last for an unknown period of time.
• We face significant competition with respect to destination travel locations generally and with respect to our peers
in the industries in which we compete, including increased competition through online sports betting and
iGaming, and failure to compete effectively could materially adversely affect our business, financial condition,
results of operations and cash flows.
Our business is affected by economic and market conditions in the jurisdictions in which we operate and in the
locations in which our customers reside.
•
• We may not realize all of the anticipated benefits of our cost savings initiatives, including those associated with
our MGM 2020 Plan.
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•
•
•
•
•
Our ability to pay ongoing regular dividends to our stockholders is subject to the discretion of our board of
directors and may be limited by our holding company structure, existing and future debt agreements entered into
by us or our subsidiaries and state law requirements.
All of our domestic gaming facilities are leased and could experience risks associated with leased property,
including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which
could have a material adverse effect on our business, financial position or results of operations.
Paul Salem, our Chairman, Daniel J. Taylor, one of our directors, and Corey Sanders, and John M. McManus,
members of our senior management, may have actual or potential conflicts of interest because of their positions at
MGP.
Despite our ability to exercise control over the affairs of MGP as a result of our ownership of the single
outstanding Class B share of MGP, MGP has adopted a policy under which certain transactions with us, including
transactions involving consideration in excess of $25 million, must be approved in accordance with certain
specified procedures, which could affect our ability to execute our operational and strategic objectives.
Because a significant number of our major gaming resorts are concentrated on the Las Vegas Strip, we are subject
to greater risks than a gaming company that is more geographically diversified.
• We extend credit to a large portion of our customers and we may not be able to collect gaming receivables.
• We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could
•
•
•
•
negatively affect our future profits.
Leisure and business travel, especially travel by air, are particularly susceptible to global geopolitical events, such
as terrorist attacks, other acts of violence or acts of war or hostility or the outbreak of infectious diseases.
Co-investing in properties or businesses, including our investment in BetMGM, decreases our ability to manage
risk.
Any of our future construction, development or expansion projects will be subject to significant development and
construction risks, which could have a material adverse impact on related project timetables, costs and our ability
to complete the projects.
Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer. In
addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the
future.
Any failure to protect our trademarks could have a negative impact on the value of our brand names and adversely
affect our business.
A significant portion of our labor force is covered by collective bargaining agreements.
•
•
Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results.
• We may seek to expand through investments in other businesses and properties or through alliances or
acquisitions, and we may also seek to divest some of our properties and other assets, any of which may be
unsuccessful.
The failure to maintain the integrity of our computer systems and customer information could result in damage to
our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data.
•
•
• We are subject to risks related to corporate social responsibility and reputation.
• We are subject to risks and costs related to climate change.
Risks Related to Legal and Regulatory Matters and Changes in Public Policy
•
•
•
•
Our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such
regulations may adversely affect our business and results of operations.
Any violation of the Foreign Corrupt Practices Act or any other similar anti-corruption laws could have a negative
impact on us.
If the jurisdictions in which we operate increase gaming taxes and fees, as well as other taxes and fees, our results
could be adversely affected.
The future recognition of our foreign tax credit deferred tax asset is uncertain, and the amount of valuation
allowance we may apply against such deferred tax asset may change materially in future periods.
• We face risks related to pending claims that have been, or future claims that may be, brought against us.
Risks Related to Our Macau Operations
• We have agreed not to have any interest or involvement in gaming businesses in China, Macau, Hong Kong and
•
Taiwan, other than through MGM China.
The Macau government can terminate MGM Grand Paradise’s subconcession under certain circumstances without
compensating MGM Grand Paradise, exercise its redemption right with respect to the subconcession, or refuse to
grant MGM Grand Paradise an extension of the subconcession in 2022, or MGM Grand Paradise may be
unsuccessful in obtaining a gaming concession when a new public tender is held by the Macau government, any of
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which would have a material adverse effect on our business, financial condition, results of operations and cash
flows.
• We are subject to risks associated with doing business outside of the United States.
•
Conflicts of interest may arise because certain of our directors and officers are also directors of MGM China, the
holding company for MGM Grand Paradise which owns and operates MGM Macau and MGM Cotai.
For a more complete discussion of the material risks facing our business, please see below.
Risks Related to Our Substantial Financial Commitments
Our substantial indebtedness and significant financial commitments, including the fixed component of our rent
payments and guarantees we provide of the indebtedness of Bellagio BREIT Venture and MGP BREIT Venture could
adversely affect our operations and financial results and impact our ability to satisfy our obligations. As of December
31, 2021, we had approximately $12.9 billion of principal amount of indebtedness outstanding on a consolidated basis,
including $4.3 billion of outstanding indebtedness of the Operating Partnership and $3.1 billion of outstanding
indebtedness of MGM China. Any increase in the interest rates applicable to our existing or future borrowings would
increase the cost of our indebtedness and reduce the cash flow available to fund our other liquidity needs. We do not
guarantee MGM China’s or the Operating Partnership’s obligations under their respective debt agreements and, to the
extent MGM China or the Operating Partnership were to cease to produce cash flow sufficient to service their
indebtedness, our ability to make additional investments into such entities is limited by the covenants in our existing senior
credit facility.
In addition, our substantial indebtedness and significant financial commitments could have important negative
consequences on us, including:
•
•
•
increasing our exposure to general adverse economic and industry conditions;
limiting our flexibility to plan for, or react to, changes in our business and industry;
limiting our ability to borrow additional funds for working capital requirements, capital expenditures, debt service
requirements, execution of our business strategy (including returning value to our shareholders) or other general
operating requirements;
• making it more difficult for us to make payments on our indebtedness; or
•
placing us at a competitive disadvantage compared to less-leveraged competitors.
We currently also provide shortfall guarantees of the $3.01 billion and $3.0 billion principal amount of indebtedness
(and any interest accrued and unpaid thereon) of Bellagio BREIT Venture and MGP BREIT Venture, respectively. The
terms of each guarantee provide that, after the lenders have exhausted certain remedies to collect on the obligations under
the underlying indebtedness, we would then be responsible for any shortfall between the value of the collateral and the debt
obligation, which amount may be material, and we may not have sufficient cash on hand to fund any such obligation to the
extent it is triggered in the future. If we do not have sufficient cash on hand, we may need to raise capital, including
incurring additional indebtedness, in order to satisfy our obligation. There can be no assurance that any financing will be
available to us, or, if available, will be on terms that are satisfactory to us.
Moreover, our businesses are capital intensive. For our owned, leased and managed resorts to remain attractive and
competitive, we must periodically invest significant capital to keep the properties well-maintained, modernized and
refurbished. The leases for our operating properties have fixed rental payments (with annual escalators) and also require us
to apply a percentage of net revenues generated at the leased properties to capital expenditures at those properties. Such
investments require an ongoing supply of cash and, to the extent that we cannot fund expenditures from cash generated by
operations, funds must be borrowed or otherwise obtained. Similarly, development projects, including any potential future
development of an integrated resort in Japan, strategic initiatives, including positioning BetMGM as a leader in online
sports betting and iGaming, and acquisitions could require significant capital commitments, the incurrence of additional
debt, guarantees of third-party debt or the incurrence of contingent liabilities, any or all of which could have an adverse
effect on our business, financial condition, results of operations and cash flows.
Current and future economic, capital and credit market conditions could adversely affect our ability to service
our substantial indebtedness and significant financial commitments or make planned expenditures. Our ability to make
payments on our substantial indebtedness and other significant financial commitments, including the rent payments under
our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate
cash flow, receive distributions from our unconsolidated affiliates and subsidiaries (including MGM China and the
Operating Partnership), and borrow under our senior credit facility or incur new indebtedness. In 2020 and 2021, the
COVID-19 pandemic resulted in significant deterioration to the global economy, and substantial declines in our revenues
from operations and expected distributions from our unconsolidated affiliates and subsidiaries. We expect that the recent
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emergence and global spread of COVID-19 variants may continue to impact consumer spending levels in 2022 and
potentially thereafter, and if we fail to generate cash sufficient to fund our liquidity needs or satisfy the financial and other
covenants in our debt and lease instruments, we cannot assure you that future borrowings will be available to us under our
senior secured credit facility in an amount sufficient to enable us to pay our indebtedness or fund our other liquidity needs
or that we will be able to access the capital markets in the future to borrow additional debt on terms favorable to us, or at
all.
In addition, we have a significant amount of indebtedness maturing in 2022, and thereafter. Our ability to fund or
timely refinance and replace our indebtedness will depend upon the economic and credit market conditions discussed
above. If we are unable to fund or refinance our indebtedness on a timely basis, we might be forced to seek alternate forms
of financing, dispose of certain assets or minimize capital expenditures and other investments. There is no assurance that
any of these alternatives would be available to us, if at all, on satisfactory terms, on terms that would not be
disadvantageous to us, or on terms that would not require us to breach the terms and conditions of our existing or future
debt agreements or leases.
The agreements governing our senior credit facility and other senior indebtedness contain restrictions and
limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity,
and therefore could adversely affect our results of operations. Covenants governing our senior secured credit facility and
certain of our debt securities restrict, among other things, our ability to:
•
•
•
•
•
•
•
pay dividends or distributions, repurchase equity, prepay certain debt or make certain investments;
incur additional debt;
incur liens on assets;
sell assets or consolidate with another company or sell all or substantially all of our assets;
enter into transactions with affiliates;
allow certain subsidiaries to transfer assets or enter into certain agreements; and
enter into sale and lease-back transactions.
Our ability to comply with these provisions may be affected by events beyond our control. The breach of any such
covenants or obligations not otherwise waived or cured could result in a default under the applicable debt obligations and
could trigger acceleration of those obligations, which in turn could trigger cross-defaults under other agreements governing
our long-term indebtedness. Any default under our senior credit facility or the indentures governing our other debt could
adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt
and other financial commitments.
In addition, each of MGM China and the Operating Partnership has issued debt securities and is a borrower under
credit facilities, all of which contain covenants that restrict the respective borrower’s ability to engage in certain
transactions, require them to satisfy certain financial covenants and impose certain operating and financial restrictions on
them and their respective subsidiaries. These restrictions include, among other things, limitations on their ability to pay
dividends or distributions to us, incur additional debt, make investments or engage in other businesses, merge or
consolidate with other companies, or transfer or sell assets.
We are required to pay a significant portion of our cash flows as rent, which could adversely affect our ability to
fund our operations and growth initiatives, service our indebtedness and limit our ability to react to competitive and
economic changes. As of December 31, 2021 we are required to make annual rent payments of $1.6 billion, in the
aggregate, under the triple-net lease agreements, which leases are also subject to annual escalators as described elsewhere
in this Annual Report on Form 10-K. The leases also require us to spend a certain amount on capital expenditures at the
leased properties. In addition, the leases governing the Bellagio, MGM Grand Las Vegas, Mandalay Bay, Aria (including
Vdara) real estate assets require us to comply with certain financial covenants which, if not met, will require us to deposit
cash collateral or issue letters of credit for the benefit of the applicable landlord equal to 1 year of rent under the MGM
Grand Las Vegas and Mandalay Bay lease and the Aria lease and 2 years of rent under the Bellagio lease. As a result of the
foregoing rent and capital expenditure obligations, our ability to fund our operations, raise capital, make acquisitions, make
investments, service our debt and otherwise respond to competitive and economic changes may be adversely affected. For
example, our obligations under the leases may:
• make it more difficult for us to satisfy our obligations with respect to our indebtedness and to obtain additional
•
•
indebtedness;
increase our vulnerability to general adverse economic and industry conditions or a downturn in our business;
require us to dedicate a substantial portion of our cash flow from operations to making rent payments, thereby
reducing the availability of our cash flow to fund working capital, capital expenditures, development projects, pay
dividends, repurchase shares and other general corporate purposes;
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•
•
•
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
restrict our ability to make acquisitions, divestitures and engage in other significant transactions; and
cause us to lose our rights with respect to the applicable leased properties if we fail to pay rent or other amounts or
otherwise default on the leases.
Any of the above factors could have a material adverse effect on our business, financial condition, results of
operations and cash flows.
Risks Related to Our Announced Transactions
The VICI Transaction, The Cosmopolitan transaction and The Mirage transaction each remain subject to the
satisfaction of certain closing conditions, including the receipt of certain regulatory approvals, and any anticipated
benefits from such transactions may take longer to realize than expected or may not be realized at all. Each of the VICI
Transaction, The Cosmopolitan transaction and The Mirage transaction is subject to certain closing conditions, which may
not be satisfied within the anticipated timeframe or at all. For example, completion of the transactions remains subject to
the receipt of certain regulatory approvals. There can be no assurance that any required regulatory approvals will be
obtained, and the regulatory authorities from which approvals are required may impose conditions on the consummation of
the transaction or require changes to the terms of the transaction or agreements to be entered into in connection with the
transaction. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying
or impeding the completion of the transactions, which might reduce the anticipated benefits to us of the transaction or have
an adverse effect on our business, financial condition and results of operations. The completion of the VICI Transaction is
also subject to the satisfaction of additional closing conditions, including, among others, (i) receipt of approval of VICI’s
shareholders (which was obtained on October 29, 2021), (ii) the absence of any restraining order, injunction or other
judgment, order or decree from any applicable governmental authority prohibiting the consummation of the transaction,
(iii) the effectiveness of the registration statement for VICI’s shares to be issued in the VICI Transaction and the
authorization for listing of those shares on the New York Stock Exchange, (iv) the absence of a material adverse effect on
the parties to the master transaction agreement, (v) the accuracy of each party’s representations and warranties in the
master transaction agreement, subject to customary materiality standards, and (vi) compliance of each party with its
respective covenants under the master transaction agreement. No assurance can be given that these or any other required
conditions to closing will be satisfied. If the conditions precedent to the VICI Transaction are not satisfied, the VICI
Transaction will not be completed unless such conditions are validly waived. Such conditions may jeopardize or delay the
completion of the transaction or may reduce the anticipated benefits of the transaction.
If any of the transactions are not completed, or are not completed on a timely basis, our business may be adversely
affected and, without realizing any of the benefits of having completed such transactions, we may be subject to additional
risks, costs and expenses, including, but not limited to, the following:
•
•
•
•
•
•
we will be required to pay our costs relating to such transactions, such as legal, accounting, financial advisory and
printing fees, whether or not the transactions are completed;
the diversion of time and resources committed by our management to matters relating to the transactions could
otherwise have been devoted to pursuing other beneficial opportunities;
we may be subject to negative publicity or be negatively perceived by the investment or business communities as
a result of the failure to consummate any or all of the transactions;
the price of our shares may decline to the extent that the current market price of our shares reflects a higher price
than it otherwise would have based on the assumption that any or all of the transactions will be consummated;
we would have incurred significant expenses relating to such transactions that we may be unable to recover,
including termination fees if applicable; and
we may be subject to litigation related to the failure to consummate the transactions or to perform our obligations
under the respective transaction agreements.
In addition, we entered into the transactions as part of our current growth strategy. Even if the transactions are
completed as currently anticipated, there can be no assurances that any anticipated benefits from the transactions will be
realized as expected or that such benefits will be achieved within the anticipated time frame or at all. Failure to achieve the
anticipated benefits of the transactions could adversely affect our results of operations or cash flows, cause dilution to our
earnings per share, decrease or delay any accretive effect of such transactions and negatively impact the price of our
common stock.
The potential litigation instituted against us, our transaction counterparties, or our respective directors
challenging the proposed VICI Transaction may prevent such transaction from becoming effective within the expected
timeframe or at all. Potential litigation related to the VICI Transaction may result in injunctive or other relief prohibiting,
delaying or otherwise adversely affecting the parties’ ability to complete the VICI Transaction. One of the conditions to the
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VICI Transaction under the master transaction agreement is that no temporary restraining order, preliminary or permanent
injunction or other judgment, order or decree issued by any governmental authority of competent jurisdiction prohibiting
consummation of the VICI Transaction or any other transactions contemplated by the master transaction agreement shall be
in effect. Accordingly, any such injunctive or other relief may prevent the VICI Transaction from becoming effective
within the expected timeframe or at all. In addition, defending against such claims may be expensive and divert
management’s attention and resources, which could adversely affect our business and the businesses of the counterparties
to such transactions.
Risks Related to Our Business, Industry, and Market Conditions
The global COVID-19 pandemic has continued to materially impact our business, financial results and liquidity,
and such impact could worsen and last for an unknown period of time. As of the date of this annual report, there
continues to be uncertainty around the COVID-19 pandemic, its duration, and its impact on U.S. and global economic
activity and consumer behavior. The omicron variant of COVID-19, which appears to be the most transmissible and
contagious variant to date, has caused an increase in COVID-19 cases globally. The impact of the omicron variant, or of
any other variants that may emerge, cannot be predicted at this time, and could depend on numerous factors, including the
availability of vaccines in different parts of the world, vaccination rates among the population, the effectiveness of
COVID-19 vaccines against the variants, and the response by governmental bodies to reinstate mandated business closures,
orders to “shelter in place,” occupancy limitations, and travel and transportation restrictions. While restrictions have eased
throughout 2021, new restrictions to combat the spread of the variants, such as restrictions and bans on travel or
transportation, stay-at-home directives, limitations on the size of gatherings, closures of work facilities, schools, public
buildings and businesses, cancellation of events, including sporting events, concerts, conferences and meetings, and
quarantines and lock-downs may be put into place in the future. In addition, the spread of new variants, including omicron,
has had a material impact on domestic and international travel, which has resulted in reduced demand for hotel rooms,
convention space and other casino resorts amenities.
In Macau, while all of our properties were open during 2021, several travel and entry restrictions were in place in
Macau, Hong Kong and mainland China (including the temporary suspension of ferry services between Hong Kong and
Macau, the nucleic acid test result certificate and mandatory quarantine requirements for returning residents, for visitors
from Hong Kong, Taiwan, and certain regions in mainland China, and bans on entry on other visitors) which significantly
impacted visitation to MGM Macau and MGM Cotai. In addition, from time to time during 2021 local COVID-19 cases
were identified in Macau. Upon such occurrences, a state of immediate prevention was declared and mass mandatory
nucleic acid testing was imposed in Macau, the validity period of negative test results for re-entry into mainland China was
shortened and quarantine requirements were imposed, certain events were cancelled or suspended, and in some instances
certain entertainment and leisure facilities were closed throughout Macau. Although gaming and hotel operations have
remained open during these states of immediate prevention, such measures have had a negative effect on MGM Grand
Paradise's operations and it is uncertain whether further closures, including the closure of MGM Grand Paradise's
properties, or travel restrictions to Macau will be implemented if additional local COVID-19 cases are identified.
The extent to which the COVID-19 pandemic and new variants continue to impact our business, results of
operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving
factors that we may not be able to accurately predict or assess, including, but not limited to: the duration and scope of the
pandemic (and whether there is a, or multiple, further resurgences in the future); the efficacy of the vaccine against existing
and new variants of the COVID-19 virus; the adoption rate of vaccines and the ability to effectively and efficiently
distribute vaccines domestically and internationally to allow travel to resume to pre-pandemic levels; the negative impact
the pandemic has on global and regional economies and economic activity, including the duration and magnitude of its
impact on unemployment rates and consumer discretionary spending; its short and longer-term impact on the demand for
travel, transient and group business, and levels of consumer confidence even after travel advisories and restrictions are
lifted; our and our business partners' ability to successfully navigate the impacts of the pandemic; actions governments,
businesses and individuals take in response to the pandemic (including the rise of variant strains of the virus), such as
limiting or banning travel and limiting or banning leisure, casino and entertainment (including sporting events) activities,
including the complete or partial closures of our properties; and how quickly economies, travel activity, and demand for
gaming, entertainment and leisure activities recovers after the pandemic subsides. We may also face unforeseen liability or
be subject to additional obligations as a result of the COVID-19 pandemic, including as a result of claims alleging exposure
to COVID-19 in connection with our operations or facilities or to the extent we are subject to a governmental enforcement
action as a result of health and safety compliance. The impact of the COVID-19 pandemic may also have the effect of
exacerbating many of the other risks described in this section or in any other filings with the SEC. As a result of the
foregoing, we cannot predict the ultimate scope, duration and impact the COVID-19 pandemic will have on our results of
operations, but it may continue to have a material impact on our business, financial condition, liquidity, results of
operations (including revenues and profitability) and stock price.
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We face significant competition with respect to destination travel locations generally and with respect to our
peers in the industries in which we compete, including increased competition through online sports betting and
iGaming, and failure to compete effectively could materially adversely affect our business, financial condition, results of
operations and cash flows. The hotel, resort, entertainment, and gaming industries are highly competitive. We do not
believe that our competition is limited to a particular geographic area, and hotel, resort, entertainment, and gaming
operations in other states or countries, as well as the increased availability of online sports betting and iGaming, could
attract our customers. To the extent that new casinos enter our markets or hotel room capacity is expanded by others in
major destination locations, competition will increase. Major competitors, including potential new entrants, may also
expand their hotel room capacity, expand their range of amenities, improve their level of service, or construct new resorts
in Las Vegas, Macau or in the domestic regional markets in which we operate, all of which could attract our customers.
Also, the growth of retail gaming in areas outside Las Vegas has increased the competition faced by our operations in Las
Vegas and elsewhere. For instance, local referendums were recently passed to allow retail gaming in Virginia and
Nebraska, with active lobbying occurring in additional states. While we believe our principal competitors are major gaming
and hospitality resorts with well-established and recognized brands, we also compete against smaller hotel offerings and
peer-to-peer inventory sources, which allow travelers to book short-term rentals of homes and apartments from owners. We
expect that we will continue to face increased competition from new channels of distribution, innovations in consumer-
facing technology platforms and other transformations in the travel industry that could impact our ability to attract and
retain customers and related business.
We have also seen significant expansion across the United States in legalized forms of iGaming and online sports
betting and expect additional jurisdictions will likely legalize iGaming and online sports betting in the future. We
participate in the domestic iGaming and online sports betting market through our venture, BetMGM, which faces
significant competition from other industry participants as well as the broader gaming and entertainment industries. If
BetMGM is unable to sustain or grow interest in its offerings it may not be able to gain the scale necessary to successfully
compete in the growing market and, as a result, we may not receive the anticipated benefits from our investment. In
addition, the expansion of iGaming, online sports betting, and other types of gaming may further compete with our land-
based operations by reducing customer visitation and spend at our properties.
In addition, competition could increase if changes in gaming restrictions in the United States and elsewhere are
enacted, including the addition of new gaming establishments located closer to our customers than our casinos. For
example, while our Macau operations compete to some extent with casinos located elsewhere in or near Asia, certain areas
in the region have legalized casino gaming (including Japan) and others (such as Taiwan and Thailand) may legalize casino
gaming (or iGaming) in the future. Furthermore, currently MGM Grand Paradise holds one of only six gaming concessions
authorized by the Macau government to operate casinos in Macau. If the Macau government were to allow additional
competitors to operate in Macau through the grant of additional concessions or if current concessionaires and
subconcessionaires open additional facilities, we would face increased competition. Similarly, as a result of Macau’s
Gaming Inspection and Co-ordination Bureau increasing scrutiny and restrictions imposed on gaming promoters, we along
with certain other casino operators in Macau, suspended our primary gaming promoters, which has led to substantial
declines in revenues from gaming promoters. As a result, we expect competition for the mass market segment amongst
Macau operators will grow and if we are unable to maintain and further develop our mass market business and replace
revenue previously obtained through use of gaming promoters, our business, financial condition, results of operations and
cash flows could be adversely affected.
Most jurisdictions where casino gaming is currently permitted place numerical and/or geographical limitations on
the issuance of new gaming licenses. Although a number of jurisdictions in the United States and foreign countries are
considering legalizing or expanding casino gaming, in some cases new gaming operations may be restricted to specific
locations and we expect that there will be intense competition for any attractive new opportunities (which may include
acquisitions of existing properties) that do arise.
In addition to competition with other hotels, resorts and casinos, we compete with destination travel locations
outside of the markets in which we operate. Our failure to compete successfully in our various markets and to continue to
attract customers could adversely affect our business, financial condition, results of operations and cash flows.
Our business is affected by economic and market conditions in the jurisdictions in which we operate and in the
locations in which our customers reside. Our business is particularly sensitive to reductions in discretionary consumer
spending and corporate spending on conventions, trade shows and business development. Adverse macroeconomic
conditions, including inflation, economic contraction, economic uncertainty or the perception by our customers of weak or
weakening economic conditions may cause a decline in demand for hotels, casino resorts, trade shows and conventions,
and for the type of luxury amenities we offer. In addition, changes in discretionary consumer spending or consumer
preferences could be driven by factors such as the increased cost of travel, an unstable job market, perceived or actual
disposable consumer income and wealth, outbreaks of contagious diseases or fears of war and acts of terrorism or other
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acts of violence. Consumer preferences also evolve over time due to a variety of factors, including demographic changes,
which, for instance, have resulted in recent growth in consumer demand for non-gaming offerings. Our success depends in
part on our ability to anticipate the preferences of consumers and timely react to these trends, and any failure to do so may
negatively impact our results of operations. In particular, Aria, Bellagio and MGM Grand Las Vegas may be affected by
economic conditions in the Far East, and all of our Nevada resorts are affected by economic conditions in the United States,
and California in particular. A recession, economic slowdown or any other significant economic condition, including
inflationary pressures, affecting consumers, corporations, or the supply chain, generally is likely to cause a reduction in
visitation to our resorts, which would adversely affect our operating results. In addition, due to the COVID-19 pandemic,
our business has also been impacted by labor shortages and global supply chain disruptions. If we are unable to hire and
retain sufficient employees to operate our properties or procure necessary supplies, our business, results of operations and
reputation could be negatively impacted.
In addition, since we expect a significant number of customers to come to MGM Macau and MGM Cotai (and, to a
lesser extent, our domestic properties) from mainland China, general economic, regulatory, geopolitical and market
conditions in China could impact our financial prospects. Any slowdown in economic growth or changes to China’s current
restrictions on travel and currency conversion or movements, including continued market impacts from the COVID-19
outbreak and market impacts resulting from China’s anti-corruption campaign and related tightening of liquidity provided
by non-bank lending entities and cross-border currency monitoring (including increased restrictions on Union Pay
withdrawals and other ATM limits on the withdrawal of patacas and facial recognition technology on ATM machines in
Macau to strictly enforce the "know your customer" regulations for mainland Chinese bank cardholders), could disrupt the
number of visitors from mainland China and/or the amounts they are willing to spend at our properties. It is unclear
whether these and other measures will continue to be in effect, become more restrictive, or be readopted in the future.
These developments have had, and any future policy developments that may be implemented may have, the effect of
reducing the number of visitors to Macau from mainland China, which could adversely impact tourism and the gaming
industry in Macau.
Furthermore, our operations in Macau may be impacted by competition for limited labor resources and our ability to
retain and hire employees. We compete with a large number of casino resorts for a limited number of employees and we
anticipate that such competition will grow in light of the opening of new developments in Macau. While we seek
employees from outside of Macau to adequately staff our resorts, certain Macau government policies limit our ability to
import labor in certain job classifications (for instance, the Macau government requires that we only hire Macau residents
as dealers in our casinos) and any future government policies that freeze or cancel our ability to import labor could cause
labor costs to increase (including limitations on our ability to import labor as a result of temporary travel restrictions
adopted as part of the COVID-19 mitigation efforts). Finally, because additional casino projects have commenced
operations and other projects are under construction, the existing transportation infrastructure may need to be expanded to
accommodate increased visitation to Macau. If transportation facilities to and from Macau are inadequate to meet the
demands of an increased volume of gaming customers visiting Macau, the desirability of Macau as a gaming destination, as
well as the results of operations at our developments in Macau, could be negatively impacted.
We may not realize all of the anticipated benefits of our cost savings initiatives, including those associated with
our MGM 2020 Plan. As part of our MGM 2020 Plan, we undertook several initiatives to reduce costs and further position
us for growth by the end of 2020. In addition, as a result of the COVID-19 pandemic, we implemented several additional
cost savings initiatives in 2020 to improve our operating model. However, we cannot be sure that we will be able to
successfully implement these cost savings initiatives in the time frames contemplated or at all, that we will ultimately be
able to realize the expected benefits of these or any other cost savings initiatives, or that any new additional costs or
increases in existing expenses will not offset any cost savings. If we fail to achieve the anticipated benefits of any current
or future cost savings initiatives, our profitability and results of operations could be negatively impacted.
Our ability to pay ongoing regular dividends to our stockholders is subject to the discretion of our board of
directors and may be limited by our holding company structure, existing and future debt agreements entered into by us
or our subsidiaries and state law requirements. During the COVID-19 pandemic we significantly reduced our historic
dividend rate. Although we intend to pay ongoing regular quarterly cash dividends on our common stock; our board of
directors may, in its sole discretion, change the amount or frequency of dividends or discontinue the payment of dividends
entirely. In addition, our ability to pay dividends is restricted by certain covenants in our credit agreement, and because we
are a holding company with no material direct operations, we are dependent on receiving cash from our operating
subsidiaries to generate the funds from operations necessary to pay dividends on our common stock. Our subsidiaries
ability to generate the cash flow necessary to maintain quarterly dividend payments on our common stock is subject to their
operating results, cash requirements and financial condition. In addition, our subsidiaries’ ability to make distributions to us
is subject to any applicable provisions of state law that may limit the amount of funds available to us, and compliance with
covenants and financial ratios related to existing or future agreements governing any indebtedness at such subsidiaries and
any limitations in other agreements such subsidiaries may have with third parties. In addition, each of the companies in our
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corporate chain must manage its assets, liabilities and working capital in order to meet all of their respective cash
obligations. As a consequence of these various limitations and restrictions, future dividend payments may be further
reduced or eliminated in their entirety. Any change in the level of our dividends or the suspension of the payment thereof
could adversely affect the market price of our common stock.
All of our domestic gaming facilities are leased and could experience risks associated with leased property,
including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could
have a material adverse effect on our business, financial position or results of operations. All of our domestic properties
are subject to triple-net leases that, in addition to rent, require us to pay: (1) all facility maintenance, (2) all insurance
required in connection with the leased properties and the business conducted on the leased properties, (3) taxes levied on or
with respect to the leased properties (other than taxes on the income of the lessor), (4) all capital expenditures, and (5) all
utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased
properties. We are responsible for paying these expenses notwithstanding the fact that many of the benefits received in
exchange for such costs shall accrue in part to the landlords as the owners of the associated facilities. Furthermore, our
obligation to pay rent as well as the other costs described above is absolute in virtually all circumstances, regardless of the
performance of the properties and other circumstances that might abate rent in leases that now place these risks on the
tenant, such as certain events of casualty and condemnation. Finally, our leases limit our ability to cease operations at our
properties, subject to certain limited exceptions.
Paul Salem, our Chairman, Daniel J. Taylor, one of our directors, and Corey Sanders, and John M. McManus,
members of our senior management, may have actual or potential conflicts of interest because of their positions at
MGP. Paul Salem serves as our Chairman and as the Chairman of MGP. In addition, Daniel J. Taylor, one of our directors,
is also a director of MGP, and Corey Sanders and John M. McManus, members of our senior management, are also
directors of MGP. While we have procedures in place to address such situations and the organizational documents with
respect to MGP contain provisions that reduce or eliminate duties (including fiduciary duties) to any MGP shareholder to
the fullest extent permitted by law, these overlapping positions could nonetheless create, or appear to create, potential
conflicts of interest when our or MGP’s management and directors pursue the same corporate opportunities, such as
potential acquisition targets, or face decisions that could have different implications for us and MGP. Further, potential
conflicts of interest could arise in connection with the resolution of any dispute between us and MGP (or its subsidiaries)
regarding the terms of the agreements governing the separation and the relationship, between us and MGP, such as under
the master lease. Potential conflicts of interest could also arise if we and MGP enter into any commercial or other adverse
arrangements with each other in the future.
Despite our ability to exercise control over the affairs of MGP as a result of our ownership of the single
outstanding Class B share of MGP, MGP has adopted a policy under which certain transactions with us, including
transactions involving consideration in excess of $25 million, must be approved in accordance with certain specified
procedures, which could affect our ability to execute our operational and strategic objectives. We own the single
outstanding Class B share of MGP. The Class B Share is a non-economic interest in MGP which does not provide its
holder any rights to profits or losses or any rights to receive distributions from operations of MGP or upon liquidation or
winding up of MGP, and which represents a majority of the voting power of MGP’s shares so long as the holder of the
Class B share and its controlled affiliates’ (excluding MGP) aggregate beneficial ownership of the combined economic
interests in MGP and the Operating Partnership does not fall below 30%. We, therefore, have the ability to exercise
significant control over MGP’s affairs, including control over the outcome of all matters submitted to MGP’s shareholders
for approval. MGP’s operating agreement, however, provides that whenever a potential conflict of interest exists or arises
between us or any of our affiliates (other than MGP and its subsidiaries), on the one hand, and MGP or any of its
subsidiaries, on the other hand, any resolution or course of action by MGP’s board of directors in respect of such conflict of
interest shall be conclusively deemed to be fair and reasonable to MGP if it is (i) approved by a majority of a conflicts
committee which consists solely of “independent” directors (which MGP refers to as “Special Approval”) (such
independence determined in accordance with the NYSE’s listing standards, the standards established by the Exchange Act
to serve on an audit committee of a board of directors and certain additional independence requirements in our operating
agreement), (ii) determined by MGP’s board of directors to be fair and reasonable to MGP or (iii) approved by the
affirmative vote of the holders of at least a majority of the voting power of MGP’s outstanding voting shares (excluding
voting shares owned by us and our affiliates). Furthermore, MGP’s operating agreement provides that any transaction with
a value, individually or in the aggregate, over $25 million between us or any of our affiliates (other than MGP and its
subsidiaries), on the one hand, and MGP or any of its subsidiaries, on the other hand (any such transaction (other than the
exercise of rights by us or any of our affiliates (other than MGP and its subsidiaries) under any of the material agreements
entered into on the closing day of MGP’s formation transactions), a “Threshold Transaction”), shall be permitted only if (i)
Special Approval is obtained or (ii) such transaction is approved by the affirmative vote of the holders of at least a majority
of the voting power of MGP’s outstanding voting shares (excluding voting shares owned by us and our affiliates). As a
result, certain transactions, including any Threshold Transactions that we may want to pursue with MGP and that could
have significant benefit to us may require Special Approval. There can be no assurance that the required approval will be
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obtained with respect to these transactions either from a conflicts committee comprised of independent MGP directors or
the affirmative vote of a majority of the shares not held by us and our affiliates. The failure to obtain such requisite consent
could materially affect our ability and the cost to execute our operational and strategic objectives.
Because a significant number of our major gaming resorts are concentrated on the Las Vegas Strip, we are
subject to greater risks than a gaming company that is more geographically diversified. Given that a significant number
of our major resorts are concentrated on the Las Vegas Strip, our business may be significantly affected by risks common
to the Las Vegas tourism industry. For example, the cost and availability of air services and the impact of any events that
disrupt air travel to and from Las Vegas can adversely affect our business. We cannot control the number or frequency of
flights to or from Las Vegas, but we rely on air traffic for a significant portion of our visitors. Reductions in flights by
major airlines as a result of higher fuel prices or lower demand, as a result of limitations on travel imposed to address the
COVID-19 pandemic or otherwise, can impact the number of visitors to our resorts. Additionally, there is one principal
interstate highway between Las Vegas and Southern California, where a large number of our customers reside. Capacity
constraints of that highway or any other traffic disruptions may also affect the number of customers who visit our facilities.
We extend credit to a large portion of our customers and we may not be able to collect gaming receivables. We
conduct a portion of our gaming activities on a credit basis through the issuance of markers which are unsecured
instruments. Table games players typically are issued more markers than slot players, and high-end players typically are
issued more markers than patrons who tend to wager lower amounts. High-end gaming is more volatile than other forms of
gaming, and variances in win-loss results attributable to high-end gaming may have a significant positive or negative
impact on cash flow and earnings in a particular quarter. Furthermore, the loss or a reduction in the play of the most
significant of these high-end customers could have an adverse effect on our business, financial condition, results of
operations and cash flows. We issue markers to those customers whose level of play and financial resources warrant, in the
opinion of management, an extension of credit. Uncollectible receivables from high-end customers could have a significant
impact on our results of operations.
While gaming debts evidenced by markers and judgments on gaming debts are enforceable under the current laws of
Nevada, and Nevada judgments on gaming debts are enforceable in all states under the Full Faith and Credit Clause of the
U.S. Constitution, other jurisdictions may determine that enforcement of gaming debts is against public policy. Although
courts of some foreign nations will enforce gaming debts directly and the assets in the U.S. of foreign debtors may be
reached to satisfy a judgment, judgments on gaming debts from United States courts are not binding on the courts of many
foreign nations.
Furthermore, we expect that MGM China will be able to enforce its gaming debts only in a limited number of
jurisdictions, including Macau. To the extent MGM China gaming customers are from other jurisdictions, MGM China
may not have access to a forum in which it will be able to collect all of its gaming receivables because, among other
reasons, courts of many jurisdictions do not enforce gaming debts and MGM China may encounter forums that will refuse
to enforce such debts. Moreover, under applicable law, MGM China remains obligated to pay taxes on uncollectible
winnings from customers.
Even where gaming debts are enforceable, they may not be collectible. Our inability to collect gaming debts could
have a significant negative impact on our operating results.
We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could
negatively affect our future profits. We review our goodwill, intangible assets and long-lived assets on an annual basis and
during interim reporting periods in accordance with the authoritative guidance. Significant negative trends, reduced
estimates of future cash flows, disruptions to our business, slower growth rates or lack of growth have resulted in write-
downs and impairment charges in the past and, if one or more of such events occurs in the future, additional impairment
charges or write-downs may be required in future periods. If we are required to record additional impairment charges or
write-downs, this could have a material adverse impact on our consolidated results of operations.
Leisure and business travel, especially travel by air, are particularly susceptible to global geopolitical events, such
as terrorist attacks, other acts of violence or acts of war or hostility or the outbreak of infectious diseases. We are
dependent on the willingness of our customers to travel by air. Since most of our customers travel by air to our Las Vegas
and Macau properties, any terrorist act or other acts of violence, outbreak of hostilities, escalation of war, or any actual or
perceived threat to the security of travel by air, could adversely affect our financial condition, results of operations and cash
flows. In addition, the outbreak of infectious diseases, such as COVID-19, has severely disrupted, and is expected to
continue to disrupt, domestic and international travel. The COVID-19 pandemic has resulted in governments, public
institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions
on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation, stay-at-
home directives, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses,
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cancellation of events, including sporting events, concerts, conferences and meetings, and quarantines and lock-downs.
Even when those restrictions are removed, consumer willingness to attend large scale conferences may be impacted for the
foreseeable future due to continued concerns over safety and social distancing. See “—The global COVID-19 pandemic
has continued to materially impact our business, financial results and liquidity, and such impact could worsen and last for
an unknown period of time.”
Furthermore, although we have been able to purchase some insurance coverage for certain types of terrorist acts,
insurance coverage against physical loss or business interruption resulting from war and some forms of terrorism continues
to be unavailable.
Co-investing in properties or businesses, including our investment in BetMGM, decreases our ability to manage
risk. In addition to acquiring or developing hotels and resorts or acquiring companies that complement our business
directly, we have from time to time invested, and expect to continue to invest, in properties or businesses as a co-investor.
Co-investors often have shared control over the operation of the property or business. Therefore, the operation of such
properties or businesses is subject to inherent risk due to the shared nature of the enterprise and the need to reach
agreements on material matters. In addition, investments with other investors may involve risks such as the possibility that
the co-investor might become bankrupt or not have the financial resources to meet its obligations, or have economic or
business interests or goals that are inconsistent with our business interests or goals, or be in a position to take action
contrary to our instructions or requests or contrary to our policies or objectives. Consequently, actions by a co-investor
might subject the properties or businesses owned by such entities to additional risk. Further, we may be unable to take
action without the approval of our co-investors, or our co-investors could take actions binding on the property without our
consent. Additionally, should a co-investor become bankrupt, we could become liable for its share of liabilities.
For example, we share control of BetMGM with Entain with all major operating, investing and financial activities
requiring the consent of both members. Disagreements between us and Entain could arise in the future, including with
respect to the amount and timing of capital contributions. If we and Entain are unable to support the future funding of
BetMGM, then BetMGM may not have the resources to execute on the development or implementation of its strategies,
including funding efforts to increase its market share, which could result in us not receiving the anticipated benefits from
our investment. In addition, if we are awarded a concession to develop an integrated casino resort in Japan, we would do so
in a consortium with ORIX and other local investors. As a result, we could be subject to additional risks related to being
unable to directly control development activities or the timing of development completion, which may impact our ability to
complete the project on our anticipated timeline, or at all, or within the agreed upon specifications.
Any of our future construction, development or expansion projects will be subject to significant development and
construction risks, which could have a material adverse impact on related project timetables, costs and our ability to
complete the projects.
Although our business model is primarily asset-light, we intend to continue to evaluate opportunities for future
construction, development or expansion projects. Any of our future construction, development or expansion projects, such
as our proposed integrated resort in Japan, will be subject to a number of risks, including:
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lack of sufficient, or delays in the availability of, financing;
changes to plans and specifications;
engineering problems, including defective plans and specifications;
shortages of, and price increases in, energy, materials and skilled and unskilled labor;
pricing inflation, including wage inflation, in key supply markets;
delays in obtaining or inability to obtain necessary permits, licenses and approvals;
changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to
gaming, leisure, residential, real estate development or construction projects;
labor disputes or work stoppages;
availability of qualified contractors and subcontractors;
disputes with and defaults by contractors and subcontractors;
personal injuries to workers and other persons;
environmental, health and safety issues, including site accidents and the spread of viruses;
weather interferences or delays;
fires, typhoons and other natural disasters;
geological, construction, excavation, regulatory and equipment problems; and
other unanticipated circumstances or cost increases.
The occurrence of any of these development and construction risks could increase the total costs, delay or prevent
the construction, development, expansion or opening or otherwise affect the design and features of any future projects
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which we might undertake. In addition, the regulatory approvals associated with our development projects may require us
to open future casino resorts by a certain specified time and to the extent we are unable to meet those deadlines, and any
such deadlines are not extended, we may lose our regulatory approval to open a casino resort in a proposed jurisdiction, or
incur payment penalties in connection with any delays which could have an adverse effect on our business, financial
condition, results of operations and cash flows.
We also make significant capital expenditures to maintain and upgrade our resorts, which may disrupt operations
and displace revenue at the properties, including revenue lost while rooms, restaurants and meeting spaces are under
renovation and out of service.
Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer. In
addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future.
Although we have “all risk” property insurance coverage for our operating properties, which covers damage caused by a
casualty loss (such as fire, natural disasters, or terrorism or other acts of violence), each policy has certain exclusions. In
addition, our property insurance coverage is in an amount that may be significantly less than the expected replacement cost
of rebuilding the facilities if there was a total loss. Our level of insurance coverage also may not be adequate to cover all
losses in the event of a major casualty. In addition, certain casualty events, such as labor strikes, nuclear events, acts of
war, loss of income due to cancellation of room reservations or conventions due to fear of terrorism or other acts of
violence, loss of electrical power due to catastrophic events, rolling blackouts or otherwise, deterioration or corrosion,
insect or animal damage, and pollution, may not be covered at all under our policies. Therefore, certain acts could expose
us to substantial uninsured losses.
In addition to the damage caused to our properties by a casualty loss, we may suffer business disruption as a result
of these events or be subject to claims by third parties that may be injured or harmed. While we carry business interruption
insurance and general liability insurance, this insurance may not be adequate to cover all losses in any such event.
Furthermore, the leases we entered into in connection with the MGP BREIT Venture Transaction and the Bellagio sale-
leaseback transaction require us to maintain specified insurance coverage. We cannot assure you that we will continue to be
able to obtain the types and limits of insurance coverage required by these leases and, to the extent such required insurance
coverage cannot be obtained at commercially reasonable cost or at all, then we would need to obtain amendments to the
leases or face a default by the applicable tenant under the lease, which could have material adverse effect on our business.
We renew our insurance policies on an annual basis. The cost of coverage may become so high that we may need to
further reduce our policy limits, further increase our deductibles or self-insured retentions, or agree to certain exclusions
from our coverage.
Any failure to protect our trademarks could have a negative impact on the value of our brand names and
adversely affect our business. The development of intellectual property is part of our overall business strategy, and we
regard our intellectual property to be an important element of our success. While our business as a whole is not
substantially dependent on any one trademark or combination of several of our trademarks or other intellectual property,
we seek to establish and maintain our proprietary rights in our business operations through the use of trademarks. We file
applications for, and obtain trademarks in, the United States and in foreign countries where we believe filing for such
protection is appropriate. Despite our efforts to protect our proprietary rights, parties may infringe our trademarks and our
rights may be invalidated or unenforceable. The laws of some foreign countries do not protect proprietary rights to as great
an extent as the laws of the United States. Monitoring the unauthorized use of our intellectual property is difficult.
Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the
proprietary rights of others. Litigation of this type could result in substantial costs and diversion of resource. We cannot
assure you that all of the steps we have taken to protect our trademarks in the United States and foreign countries will be
adequate to prevent imitation of our trademarks by others. The unauthorized use or reproduction of our trademarks could
diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could adversely
affect our business.
A significant portion of our labor force is covered by collective bargaining agreements. Work stoppages and other
labor problems could negatively affect our business and results of operations. As of December 31, 2021, approximately
35,000 of our employees are covered by collective bargaining agreements. A prolonged dispute with the covered
employees or any labor unrest, strikes or other business interruptions in connection with labor negotiations or others could
have an adverse impact on our operations, and adverse publicity in the marketplace related to union messaging could
further harm our reputation and reduce customer demand for our services. Also, wage and/or benefit increases resulting
from new labor agreements may be significant and could also have an adverse impact on our results of operations. To the
extent that our non-union employees seek union representation or elect union representation, we would have exposure to
risks associated with representation proceedings, labor negotiations and/or economic impacts of newly negotiated labor
agreements. Furthermore, we may have, or acquire in the future, multi-employer plans that are classified as “endangered,”
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“seriously endangered,” or “critical” status. For instance, Borgata’s most significant plan is the Legacy Plan of the UNITE
HERE Retirement Fund, which has been listed in “critical status” and is subject to a rehabilitation plan. Plans in these
classifications must adopt measures to improve their funded status through a funding improvement or rehabilitation plan,
which may require additional contributions from employers (which may take the form of a surcharge on benefit
contributions) and/or modifications to retiree benefits. In addition, while Borgata has no current intention to withdraw from
these plans, a withdrawal in the future could result in the incurrence of a contingent liability that would be payable in an
amount and at such time (or over a period of time) that would vary based on a number of factors at the time of (and after)
withdrawal. Any such additional costs may be significant.
Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating
results. We are a large consumer of electricity and other energy and, therefore, higher energy prices may have an adverse
effect on our results of operations. Accordingly, increases in energy costs may have a negative impact on our operating
results. Additionally, higher electricity and gasoline prices that affect our customers may result in reduced visitation to our
resorts and a reduction in our revenues.
We may seek to expand through investments in other businesses and properties or through alliances or
acquisitions, and we may also seek to divest some of our properties and other assets, any of which may be unsuccessful.
We intend to consider strategic and complementary acquisitions and investments in other businesses, properties or other
assets. Furthermore, we may pursue any of these opportunities in alliance with third parties, including MGP. Acquisitions
and investments in businesses, properties or assets, as well as these alliances, are subject to risks that could affect our
business, including risks related to:
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spending cash and incurring debt;
assuming contingent liabilities;
unanticipated issues in integrating information, communications and other systems;
unanticipated incompatibility of purchasing, logistics, marketing and administration methods;
retaining key employees; and
consolidating corporate and administrative infrastructures.
We cannot assure you that we will be able to identify opportunities or complete transactions on commercially
reasonable terms or at all. In addition, even if we are able to identify any such opportunities and complete transactions, we
cannot assure you that we will realize the anticipated synergies and benefits of our acquisitions or that they will be
accretive to our results of operations. Our estimates and assumptions regarding expected synergies and benefits of our
acquisitions could materially change, including as a result of factors beyond our control, and could delay, decrease or
eliminate the expected accretive effect of the acquisitions. In addition, even if we are able to successfully integrate new
assets and businesses, the integration of such assets and businesses may result in unanticipated costs, competitive
responses, loss of customer or other business relationships and the diversion of management attention, and the expansion of
our operations in general, whether through acquisition, development or internal growth, could also cause us to incur
substantial costs, including legal, professional and consulting fees.
In addition, we periodically review our business to identify properties or other assets that we believe either are non-
core, no longer complement our business, are in markets which may not benefit us as much as other markets or could be
sold at significant premiums. From time to time, we may attempt to sell these identified properties and assets. There can be
no assurance, however, that we will be able to complete dispositions on commercially reasonable terms or at all.
The failure to maintain the integrity of our computer systems and customer information could result in damage
to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data. We
collect and process information relating to our employees, guests, and others for various business purposes, including
marketing and promotional purposes. The collection and use of personal data are governed by privacy laws and regulations
enacted by the various states, the United States and other jurisdictions around the world. Privacy laws and regulations
continue to evolve and on occasion may be inconsistent (or conflict) between jurisdictions. Various federal, state and
foreign legislative or regulatory bodies may enact or adopt new or additional laws and regulations concerning privacy, data
retention, data transfer, and data protection. For example, the European Union has adopted a data protection regulation
known as the General Data Protection Regulation, which became fully enforceable in May 2018, that includes operational
and compliance requirements with significant penalties for non-compliance. California has enacted a comprehensive
privacy law, known as the California Consumer Privacy Act of 2018, which went into effect on January 1, 2020 and
provides some of the strongest privacy requirements in the United States. In addition, new privacy requirements in
California, Colorado, and Virginia generally go into effect on January 1, 2023.
Compliance with applicable privacy laws and regulations may increase our operating costs and/or adversely impact
our ability to market our products, properties and services to our guests. In addition, non-compliance with applicable
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privacy laws and regulations by us (or in some circumstances non-compliance by third parties engaged by us), including
accidental loss, inadvertent disclosure, unapproved dissemination or a breach of security on systems storing our data may
result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or
transfer of data. We rely on proprietary and commercially available systems, software, and tools to provide security for
processing of customer and employee information, such as payment card and other confidential or proprietary information.
Our data security measures are reviewed and evaluated regularly; however, they might not protect us against increasingly
sophisticated and aggressive threats including, but not limited to, computer malware, viruses, hacking and phishing attacks
by third parties. In addition, while we maintain cyber risk insurance to assist in the cost of recovery from a significant
cyber event, such coverage may not be sufficient.
We also rely extensively on computer systems to process transactions, maintain information and manage our
businesses. Disruptions in the availability of our computer systems, through cyber-attacks or otherwise, could impact our
ability to service our customers and adversely affect our sales and the results of operations. For instance, there has been an
increase in criminal cyber security attacks against companies where customer and company information has been
compromised and company data has been destroyed. Our information systems and data, including those we maintain with
our third-party service providers, have been subject to cyber security breaches in the past and may be subject to cyber
security breaches in the future. In addition, our third-party information system service providers face risks relating to cyber
security similar to ours, and we do not directly control any of such parties’ information security operations. A significant
theft, loss or fraudulent use of customer or company data maintained by us or by a third-party service provider could have
an adverse effect on our reputation, cause a material disruption to our operations, and result in remediation expenses,
regulatory penalties and litigation by customers and other parties whose information was subject to such attacks, all of
which could have a material adverse effect on our business, results of operations and cash flows.
We are subject to risks related to corporate social responsibility and reputation. Many factors influence our
reputation and the value of our brands including the perception held by our customers, business partners, other key
stakeholders and the communities in which we do business. Our business faces increasing scrutiny related to
environmental, social and governance factors and risk of damage to our reputation and the value of our brands if we fail to
act responsibly in several areas including diversity and inclusion, community engagement and philanthropy, environmental
sustainability, plastic pollution, climate change, responsible gaming, supply chain management, workplace conduct, human
rights, and many others, some of which may be unforeseen. Any harm to our reputation could further impact employee
engagement and retention and the willingness of customers and our partners to do business with us, which could have a
material adverse effect on our business, results of operations and cash flows.
We are subject to risks and costs related to climate change. Extreme weather conditions, potentially exacerbated by
climate change, may cause property damage or interrupt business, which could harm our business and results of operations.
Certain of our properties are located in areas that may be subject to extreme weather conditions, including, but not limited
to, hurricanes, floods, tornados, wildfires, and winter storms in the United States and severe typhoons in Macau. Such
extreme weather conditions may interrupt our operations or the operations of critical suppliers, damage our properties, and
reduce the number of customers who visit our facilities in such areas. In addition, our operations or the operations of
critical suppliers could be adversely impacted by a drought or other cause of water stress or shortage. A severe drought of
extensive duration experienced in Las Vegas or in the other regions in which we operate or source critical supplies could
adversely affect our business. Although we maintain both property and business interruption insurance coverage for certain
extreme weather conditions, such coverage is subject to deductibles and limits on maximum benefits, including limitation
on the coverage period for business interruption, and we cannot assure you that we will be able to fully insure such losses
or fully collect, if at all, on claims resulting from such extreme weather conditions.
Furthermore, such extreme weather conditions may result in reduced availability or increased price volatility of
certain critical supplies, may interrupt or impede access to our affected properties, and may cause visits to our affected
properties to decrease for an indefinite period. Additionally, many states and municipalities have begun to adopt laws and
policies on climate change and emission reduction targets. Changes in federal, state, and local legislation and regulation
based on concerns about climate change could result in increased regulatory costs, which may include capital expenditures
on our existing properties to ensure compliance with any new or updated regulations, which may potentially adversely
affect our operations. There can be no assurance that the potential impacts of climate change and severe weather will not
have a material adverse effect on our properties, operations or business.
28
Risks Related to Legal and Regulatory Matters and Changes in Public Policy
Our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such
regulations may adversely affect our business and results of operations. Our ownership and operation of gaming facilities
is subject to extensive regulation by the countries, states and provinces in which we operate. These laws, regulations and
ordinances vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character
of the owners and managers of gaming operations as well as persons financially interested or involved in gaming
operations. As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners
found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction. In addition, unsuitable activity on
our part or on the part of our domestic or foreign unconsolidated affiliates or subsidiaries in any jurisdiction could have a
negative effect on our ability to continue operating in other jurisdictions. The regulatory environment in any particular
jurisdiction may change in the future and any such change could have a material adverse effect on our results of operations.
Furthermore, our iGaming and online sports betting initiatives may be particularly subject to risks related to potential
changes in the regulatory environment as a result of the continued development of regulations in this industry. For
example, in 2018, the U.S. Department of Justice (“DOJ”) reversed its previously-issued opinion published in 2011, which
stated that interstate transmissions of wire communications that do not relate to a “sporting event or contest” fall outside
the purview of the Wire Act of 1961 (“Wire Act”). The DOJ’s updated opinion concluded instead that the Wire Act was
not uniformly limited to gaming relating to sporting events or contests and that certain of its provisions apply to non-sports-
related wagering activity. In June 2019, a federal district court in New Hampshire ruled that the DOJ’s new interpretation
of the Wire Act was erroneous and vacated DOJ’s new opinion. The DOJ appealed the decision of the district court to the
U.S. Court of Appeals for the First Circuit. In January 2021, the Court of Appeals essentially affirmed the decision of the
district court, and the DOJ did not file a further appeal. For a summary of gaming and other regulations that affect our
business, see “Regulation and Licensing” and Exhibit 99.1 to this Annual Report on Form 10-K.
Further, our directors, officers, key employees and investors in our properties must meet approval standards of
certain state and foreign regulatory authorities. If state regulatory authorities were to find such a person or investor
unsuitable, we would be required to sever our relationship with that person or the investor may be required to dispose of
his, her or its interest in the property. State regulatory agencies may conduct investigations into the conduct or associations
of our directors, officers, key employees or investors to ensure compliance with applicable standards. Certain public and
private issuances of securities, borrowings under credit agreements, guarantees of indebtedness and other transactions also
require the approval of certain regulatory authorities.
Macau laws and regulations concerning gaming and gaming concessions are complex, and a court or administrative
or regulatory body may in the future render an interpretation of these laws and regulations, or issue new or modified
regulations, that differ from MGM China’s interpretation, which could have a material adverse effect on its business,
financial condition and results of operations. In addition, MGM Grand Paradise's activities in Macau are subject to
administrative review and approval by various government agencies. We cannot assure you that MGM Grand Paradise will
be able to obtain all necessary approvals, and any such failure to do so may materially affect its long-term business strategy
and operations. Macau laws permit redress to the courts with respect to administrative actions; however, to date such
redress is largely untested in relation to gaming issues.
In addition to gaming regulations, we are also subject to various federal, state, local and foreign laws and regulations
affecting businesses in general. These laws and regulations include, but are not limited to, restrictions and conditions
concerning alcoholic beverages, environmental matters, smoking, employees, currency transactions, taxation, zoning and
building codes, and marketing and advertising. For instance, we are subject to certain federal, state and local environmental
laws, regulations and ordinances, including the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery
Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Energy Policy Act, the Safe
Drinking Water Act, Renewable Portfolio Standards, the Oil Pollution Act of 1990, and many others. Under various
federal, state and local environmental laws and regulations, an owner or operator of real property may be held liable for the
costs of removal or remediation of certain hazardous or toxic substances or wastes located on its property, regardless of
whether or not the present owner or operator knows of, or is responsible for, the presence of such substances or wastes.
Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could
be enacted. In addition, effective January 1, 2019, smoking in casinos in Macau, including MGM Macau and MGM Cotai,
is only permitted inside specially ventilated smoking rooms, rather than outside smoking areas or VIP areas. The likelihood
or outcome of similar legislation in other jurisdictions and referendums in the future cannot be predicted, though any
smoking ban would be expected to negatively impact our financial performance.
We also deal with significant amounts of cash in our operations and are subject to recordkeeping and reporting
obligations as required by various anti-money laundering laws and regulations. For instance, we are subject to regulation
under the Currency and Foreign Transactions Reporting Act of 1970, commonly known as the “Bank Secrecy Act”, which,
among other things, requires us to report to the Internal Revenue Service (“IRS”) any currency transactions in excess of
$10,000 that occur within a 24-hour gaming day, including identification of the individual(s) involved in the currency
29
transaction. We are also required to report certain suspicious activity where we know, suspect or have reason to suspect
transactions, among other things, involve funds from illegal activity or are intended to evade federal regulations or avoid
reporting requirements or have no business or lawful purpose. In addition, under the Bank Secrecy Act we are subject to
various other rules and regulations involving reporting, recordkeeping and retention. Our compliance with the Bank
Secrecy Act is subject to periodic examinations by the IRS. Any such laws and regulations could change or could be
interpreted differently in the future, or new laws and regulations could be enacted. Any violations of the anti-money
laundering laws, including the Bank Secrecy Act, or regulations by any of our properties could have an adverse effect on
our financial condition, results of operations or cash flows.
Furthermore, the COVID-19 pandemic has resulted in governments, public institutions and other organizations
imposing or recommending restrictions on various activities or other actions to combat its spread. See “—The global
COVID-19 pandemic has continued to materially impact our business, financial results and liquidity, and such impact
could worsen and last for an unknown period of time.” In addition to the pandemic-related restrictions that resulted in the
temporary closures of our properties during 2020, governmental or other COVID-19-related restrictions have been
extended or reimposed from time-to-time and new restrictions may be imposed in the future.
Any violation of the Foreign Corrupt Practices Act or any other similar anti-corruption laws could have a
negative impact on us. Historically, a significant portion of our revenue was derived from operations outside the United
States, which exposes us to complex foreign and U.S. regulations inherent in doing cross-border business and in each of the
countries in which we transact business. We are subject to compliance with the United States Foreign Corrupt Practices Act
(“FCPA”) and other similar anti-corruption laws, which generally prohibit companies and their intermediaries from making
improper payments to foreign government officials for the purpose of obtaining or retaining business. While our employees
and agents are required to comply with these laws, we cannot be sure that our internal policies and procedures will always
protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics. Violations of
these laws by us or our non-controlled ventures may result in severe criminal and civil sanctions as well as other penalties
against us, and the SEC and U.S. Department of Justice continue to vigorously pursue enforcement of the FCPA. The
occurrence or allegation of these types of risks may adversely affect our business, performance, prospects, value, financial
condition, and results of operations.
If the jurisdictions in which we operate increase gaming taxes and fees, as well as other taxes and fees, our
results could be adversely affected. State and local authorities raise a significant amount of revenue through taxes and fees,
including taxes and fees on gaming activities. From time to time, legislators and government officials have proposed
changes in tax laws, or in the administration of such laws, affecting the gaming industry. Periods of economic downturn or
uncertainty and budget deficits may intensify such efforts to raise revenues through increases in gaming or other taxes, the
imposition of new taxes or changes to tax laws that result in increased taxes to us. If the jurisdictions in which we operate
were to increase taxes, impose new taxes or change existing tax laws, our financial condition and results of operations
could be materially adversely affected.
The future recognition of our foreign tax credit deferred tax asset is uncertain, and the amount of valuation
allowance we may apply against such deferred tax asset may change materially in future periods. We currently have
significant deferred tax assets resulting from foreign tax credit carryforwards that are available to reduce taxes attributable
to potential taxable foreign-sourced income in future periods, including the recapture of overall domestic losses to the
extent of 50 percent of U.S. taxable income per year. We evaluate our foreign tax credit deferred tax asset for
recoverability and record a valuation allowance to the extent that we determine it is not more likely than not such asset will
be recovered. This evaluation is based on all available evidence, including assumptions concerning future U.S. operating
profits and foreign source income. As a result, significant judgment is required in assessing the possible need for a
valuation allowance and changes to our 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.
We face risks related to pending claims that have been, or future claims that may be, brought against us. Claims
have been brought against us and our subsidiaries in various legal proceedings, and additional legal and tax claims arise
from time to time. We may not be successful in the defense or prosecution of our current or future legal proceedings, which
could result in settlements or damages that could significantly impact our business, financial condition, results of
operations and reputation. Please see the further discussion in “Legal Proceedings” and Note 12 in the accompanying
consolidated financial statements.
Risks Related to Our Macau Operations
We have agreed not to have any interest or involvement in gaming businesses in China, Macau, Hong Kong and
Taiwan, other than through MGM China. As a result of the extension of the Macau gaming subconcession, we entered
into a First Renewed Deed of Non-Compete Undertakings with MGM China and Ms. Ho, Pansy Catilina Chiu King (“Ms.
30
Ho”), pursuant to which we are restricted from having any interest or involvement in gaming businesses in the People’s
Republic of China, Macau, Hong Kong and Taiwan, other than through MGM China. While gaming is currently prohibited
in China, Hong Kong and Taiwan, if it is legalized in the future our ability to compete in these locations could be limited
until the earliest of (i) the date MGM China’s ordinary shares cease to be listed on The Stock Exchange of Hong Kong
Limited or (ii) the last day of MGM Grand Paradise's subconcession for operation of casino games (or any extension
thereof); or (iii) the date when our ownership of MGM China shares is less than 20% of the then-issued share capital of
MGM China.
The Macau government can terminate MGM Grand Paradise’s subconcession under certain circumstances
without compensating MGM Grand Paradise, exercise its redemption right with respect to the subconcession, or refuse
to grant MGM Grand Paradise an extension of the subconcession in 2022, or MGM Grand Paradise may be
unsuccessful in obtaining a gaming concession when a new public tender is held by the Macau government, any of
which would have a material adverse effect on our business, financial condition, results of operations and cash flows.
The Macau government has the right to unilaterally terminate the subconcession in the event of fundamental non-
compliance by MGM Grand Paradise with applicable Macau laws or MGM Grand Paradise’s basic obligations under the
subconcession contract. MGM Grand Paradise has the opportunity to remedy any such non-compliance with its
fundamental obligations under the subconcession contract within a period to be stipulated by the Macau government. Upon
such termination, all of MGM Grand Paradise’s casino area premises and gaming-related equipment would be transferred
automatically to the Macau government without compensation to MGM Grand Paradise, and we would cease to generate
any revenues from these operations. We cannot assure you that MGM Grand Paradise will perform all of its obligations
under the subconcession contract in a way that satisfies the requirements of the Macau government.
Furthermore, under the subconcession contract, MGM Grand Paradise is obligated to comply with any laws and
regulations that the Macau government might promulgate in the future. We cannot assure you that MGM Grand Paradise
will be able to comply with these laws and regulations or that these laws and regulations would not adversely affect our
ability to construct or operate our Macau businesses. If any disagreement arises between MGM Grand Paradise and the
Macau government regarding the interpretation of, or MGM Grand Paradise’s compliance with, a provision of the
subconcession contract, MGM Grand Paradise will be relying on a consultation and negotiation process with the Macau
government. During any consultation or negotiation, MGM Grand Paradise will be obligated to comply with the terms of
the subconcession contract as interpreted by the Macau government. Currently, there is no precedent concerning how the
Macau government will treat the termination of a concession or subconcession upon the occurrence of any of the
circumstances mentioned above. The loss of the subconcession would require us to cease conducting gaming operations in
Macau, which would have a material adverse effect on our business, financial condition, results of operations and cash
flows.
In addition, the subconcession contract expires on June 26, 2022. Pursuant to the current Macau gaming law, upon
reaching the maximum duration of 20 years, the term of the concessions may be extended one or more times by order of
the Chief Executive, which period may not exceed, in total, 5 years. On January 14, 2022, the Macau Government
disclosed the content of a bill to amend Macau gaming law, which followed a 45-day public consultation process regarding
draft amendment proposals that were issued in September 2021. Under the bill, the existing subconcessions will be
discontinued and a maximum of six concessions will be awarded for a term to be specified in the concession contract that
may not exceed 10 years and which may be extended by three years, under certain circumstances. The bill is subject to
debate and approval by the Macau Legislative Assembly. The approval of the new gaming law bill will precede the public
tender for the awarding of new gaming concessions and to date the Macau Government has provided no indication as to
whether the public tender will take place before expiry of the existing gaming concessions and subconcessions, which is on
June 26, 2022, but acknowledged that it could consider the extension of the existing concessions and subconcessions
beyond their current term if the public tender is held at a later date. Unless MGM Grand Paradise's gaming subconcession
is extended, or legislation with regard to reversion of casino premises is amended, the casino area premises and gaming-
related equipment subject to reversion will automatically be transferred to the Macau Government upon expiration, and
MGM Grand Paradise will cease to generate any revenues from such gaming operations. In addition, certain events relating
to the loss, termination, rescission, revocation or modification of MGM Grand Paradise’s gaming subconcession in Macau,
where such events have a material adverse effect on the financial condition, business, properties, or results of operations of
MGM China, taken as a whole, may result in a special put option triggering event under MGM China’s senior notes and an
event of default under MGM China’s revolving credit facilities. Beginning on April 20, 2017, the Macau government may
redeem the subconcession contract by providing us at least 1 year prior notice. In the event the Macau government
exercises this redemption right, MGM Grand Paradise is entitled to fair compensation or indemnity. The amount of such
compensation or indemnity will be determined based on the amount of gaming and non-gaming revenue generated by
MGM Grand Paradise, excluding the convention and exhibition facilities, during the taxable year prior to the redemption,
before deducting interest, depreciation and amortization, multiplied by the number of remaining years before expiration of
the subconcession. We cannot assure you that MGM Grand Paradise will be able to obtain an extension of the
subconcession contract or be awarded a new gaming concession on terms favorable to MGM Grand Paradise or at all. In
31
addition, there is uncertainty on the terms associated with any extension, which could include additional fees or other
financial commitments that may have an adverse impact on the financial position of MGM Grand Paradise. We also cannot
assure you that if the subconcession is redeemed, the compensation paid to MGM Grand Paradise will be adequate to
compensate for the loss of future revenues.
We are subject to risks associated with doing business outside of the United States. Our operations outside of the
United States are subject to risks that are inherent in conducting business under non-United States laws, regulations and
customs. In particular, the risks associated with the operation of MGM China or any future operations in which we may
engage in any other foreign territories, include:
•
•
•
•
•
•
•
•
•
•
•
•
changes in laws and policies that govern operations of companies in Macau or other foreign jurisdictions;
changes in non-United States government programs;
possible failure by our employees or agents to comply with anti-bribery laws such as the United States Foreign
Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;
general economic conditions and policies in China, including restrictions on travel and currency movements;
difficulty in establishing, staffing and managing non-United States operations;
different labor regulations;
changes in environmental, health and safety laws;
outbreaks of diseases or epidemics, including the COVID-19 pandemic;
potentially negative consequences from changes in or interpretations of tax laws;
political instability and actual or anticipated military and political conflicts;
economic instability and inflation, recession or interest rate fluctuations; and
uncertainties regarding judicial systems and procedures.
These risks, individually or in the aggregate, could have an adverse effect on our business, financial condition, results
of operations and cash flows. We are also exposed to a variety of market risks, including the effects of changes in foreign
currency exchange rates. If the United States dollar strengthens in relation to the currencies of other countries, our United
States dollar reported income from sources where revenue is denominated in the currencies of other such countries will
decrease.
Conflicts of interest may arise because certain of our directors and officers are also directors of MGM China, the
holding company for MGM Grand Paradise which owns and operates MGM Macau and MGM Cotai. As a result of the
initial public offering of shares of MGM China common stock in 2011, MGM China has stockholders who are not
affiliated with us, and we and certain of our officers and directors who also serve as officers and/or directors of MGM
China may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of MGM China.
Decisions that could have different implications for us and MGM China, including contractual arrangements that we have
entered into or may in the future enter into with MGM China, may give rise to the appearance of a potential conflict of
interest or an actual conflict of interest.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
32
ITEM 2.
PROPERTIES
The location and general characteristics of our properties are provided in Part I, Item 1. Business. As detailed in the
aforementioned section, the majority of our facilities are subject to leases of the underlying real estate assets, which among
other things, includes the land underlying the facility and the buildings used in the operations.
The following table lists certain of our principal land and leasehold holdings as of December 31, 2021.
Name and Location
Approximate
Acres
Las Vegas Strip Resorts
Aria(1)
Bellagio(2)
MGM Grand Las Vegas(3)
Mandalay Bay(3)
The Mirage(4)
Luxor(4)(5)
Excalibur(4)
New York-New York(4)(6)
Park MGM(4)
Regional Operations
MGM Grand Detroit (Detroit, Michigan)(4)(7)
Beau Rivage (Biloxi, Mississippi)(4)(8)
Gold Strike Tunica (Tunica, Mississippi)(4)
MGM National Harbor (Prince George's County, Maryland)(4)(9)
Borgata (Atlantic City, New Jersey)(4)(10)
MGM Springfield (Springfield, Massachusetts)(4)
MGM Northfield Park (Northfield, Ohio)(4)
Empire City (Yonkers, New York)(4)(11)
MGM China
64
75
102
124
77
73
51
23
21
27
40
24
23
46
14
113
97
10
18
MGM Macau(12)
MGM Cotai(12)
(1) Subject to a master lease agreement between a subsidiary of ours and funds managed by Blackstone.
(2) Subject to a lease agreement between a subsidiary of ours and Bellagio BREIT Venture.
(3) Subject to a master lease agreement between a subsidiary of ours and MGP BREIT Venture.
(4) Subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership.
(5)
58 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership. We own an
additional 15 acres of land located across the Las Vegas Strip from Luxor.
Includes 3 acres of land related to The Park entertainment district development located between Park MGM and New York-New York.
24 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership.
26 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership, which leases 10
acres pursuant to a tidelands lease with a third party.
(6)
(7)
(8)
(9) All 23 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership, which leases
all 23 acres pursuant to a ground lease with a third party.
(10) 37 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership, which leases 11
acres pursuant to a ground lease with a third party.
(11) 41 acres are subject to a master lease agreement between a subsidiary of ours and a subsidiary of the Operating Partnership. We own an
additional 56 acres adjacent to the property retained for potential future development.
(12) Subject to separate land concession agreements with the Macau government.
The land and substantially all of the assets of MGP’s properties, indicated within the table above, other than MGM
National Harbor, Empire City, and MGM Springfield, secure the obligations under the Operating Partnership’s credit
agreement. These borrowings are non-recourse to us.
Other than as described above, none of our properties are subject to any major encumbrance.
33
ITEM 3.
LEGAL PROCEEDINGS
See discussion of legal proceedings in Note 12 – Commitments and Contingencies in the accompanying
consolidated financial statements.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
34
PART II
ITEM 5.
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
Common Stock Information
Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “MGM.”
There were approximately 3,294 record holders of our common stock as of February 23, 2022.
Dividend Policy
The Company implemented a dividend program in February 2017 pursuant to which it has paid regular quarterly
dividends. In the second quarter of 2020 the Company reduced its annual dividend to $0.01 per share in light of the impact
of the COVID-19 pandemic on its operations at that time. The Company has maintained an annual dividend of $0.01 per
share throughout 2021. The amount, declaration and payment of any future dividends will be subject to the discretion of
our Board of Directors who will evaluate our dividend policy from time to time based on factors it deems relevant, and the
contractual limitations described below. In addition, as a holding company with no independent operations, our ability to
pay dividends will depend upon the receipt of cash from our operating subsidiaries to generate the funds from operations
necessary to pay dividends on our common stock. Furthermore, our senior credit facility contains financial covenants and
restrictive covenants that could restrict our ability to pay dividends, subject to certain exceptions. In addition, the Operating
Partnership and MGM China credit facilities each contain limitations on the ability of the applicable subsidiary under each
credit agreement to pay dividends to us. There can be no assurance that we will continue to pay dividends in the future.
Purchases of Equity Securities by the Issuer
The following table provides information about share repurchases made by the Company of its common stock
during the quarter ended December 31, 2021:
Period
Total Number
of Shares
Purchased
Average Price
Paid per Share
Total Number
of Shares
Purchased as
Part of a
Publicly
Announced
Program
Dollar Value of
Shares that
May Yet be
Purchased
Under the
Program
(In thousands)
October 1, 2021 — October 31, 2021
November 1, 2021 — November 30, 2021
December 1, 2021 — December 31, 2021
1,800,000 $
3,747,997 $
11,598,650 $
44.51
43.71
41.67
1,800,000 $
1,897,460
3,747,997 $
1,733,626
11,598,650 $
1,250,266
In February 2020, upon substantial completion of the May 2018 $2.0 billion stock repurchase program, the
Company’s Board of Directors authorized a $3.0 billion stock repurchase program. Under the stock repurchase program,
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
purchased 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. All shares repurchased by the
Company during the quarter ended December 31, 2021 were purchased pursuant to the Company’s publicly announced
stock repurchase programs and have been retired.
35
PERFORMANCE GRAPH
The graph below matches our cumulative 5-year total shareholder return on common stock with the cumulative total
returns of the Dow Jones US Total Return index, the S&P 500 index and the Dow Jones US Gambling index. The graph
tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all
dividends as required by the SEC) from December 31, 2016 to December 31, 2021. The return shown on the graph is not
necessarily indicative of future performance.
The following performance graph shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act,
nor shall this information be incorporated by reference into any future filing under the Securities Act or the Exchange Act,
except to the extent that we specifically incorporate it by reference into a filing.
MGM Resorts International
Dow Jones US Total Return
S&P 500
Dow Jones US Gambling
12/16
12/17
12/18
12/19
12/20
12/21
100.00
100.00
100.00
100.00
117.48
121.50
121.83
140.14
86.75
115.45
116.49
97.24
121.19
151.41
153.17
143.49
115.78
182.30
181.35
128.65
164.94
230.61
233.41
112.16
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
36
ITEM 6.
RESERVED
ITEM 7.
RESULTS OF OPERATIONS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
This management’s discussion and analysis of financial condition and results of operations includes discussion as of
and for the year ended December 31, 2021 compared to December 31, 2020. Discussion of our financial condition and
results of operations as of and for the year ended December 31, 2020 compared to December 31, 2019 can be found in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange
Commission (“SEC”) on February 26, 2021.
Description of our business and key performance indicators
Our primary business is the operation of casino resorts, which offer gaming, hotel, convention, dining,
entertainment, retail and other resort amenities. We operate several of the finest casino resorts in the world and we
continually reinvest in our resorts to maintain our competitive advantage. Most of our revenue is cash-based, through
customers wagering with cash or paying for non-gaming services with cash or credit cards. We rely on the ability of our
resorts to generate operating cash flow to fund capital expenditures, provide excess cash flow for future development,
repay debt financings, and return capital to our shareholders. We make significant investments in our resorts through newly
remodeled hotel rooms, restaurants, entertainment and nightlife offerings, as well as other new features and amenities.
Our results of operations are affected by decisions we make related to our capital allocation, our access to capital
and our cost of capital. While we continue to be focused on improving our financial position and returning capital to
shareholders, we are also dedicated to capitalizing on strategic development or initiatives.
Our results of operations do not tend to be seasonal in nature, though a variety of factors may affect the results of
any interim period, including the timing of major conventions, Far East baccarat volumes, the amount and timing of
marketing and special events for our high-end gaming customers, and the level of play during major holidays, including
New Year and Lunar New Year. While our results do not depend on key individual customers, a significant portion of our
operating income is generated from high-end gaming customers, which can cause variability in our results. In addition, our
success in marketing to customer groups such as convention customers and the financial health of customer segments such
as business travelers or high-end gaming customers from a specific country or region can affect our results.
Financial Impact of COVID-19
The spread of COVID-19 and developments surrounding the global pandemic have had a significant impact on our
business, financial condition, results of operations and cash flows in 2020 and 2021 and may continue to impact our
business in 2022 and thereafter. In March 2020, all of our domestic properties were temporarily closed pursuant to state
and local government restrictions imposed as a result of COVID-19. Throughout the second and third quarters of 2020, all
of our properties that were temporarily closed re-opened to the public, with temporary re-closures and re-openings
occurring for certain of our properties or portions thereof into the first quarter of 2021. Upon re-opening, the properties
continued to operate without certain amenities and subject to certain occupancy limitations, with restrictions varying by
jurisdiction. Beginning in the latter part of the first quarter of 2021 and continuing into the second quarter of 2021, our
domestic jurisdictions eased and removed prior operating restrictions, including capacity and occupancy limits, as well as
social distancing policies.
Although all of our properties have re-opened, in light of the unpredictable nature of the pandemic, including the
emergence and spread of COVID-19 variants, the properties may be subject to new operating restrictions and/or temporary,
complete, or partial shutdowns in the future. At this time, we cannot predict whether jurisdictions, states or the federal
government will adopt similar or more restrictive measures in the future than in the past, including stay-at-home orders or
the temporary closure of all or a portion of our properties as a result of the pandemic.
In Macau, following a temporary closure of our properties on February 5, 2020, operations resumed on February 20,
2020, subject to certain health safeguards, such as limiting the number of seats available at each table game, slot machine
spacing, reduced operating hours at a number of restaurants and bars, temperature checks, and mask protection. Although
the issuance of tourist visas (including the individual visit scheme) for residents of Zhuhai, Guangdong Province and all
other provinces in mainland China to travel to Macau resumed on August 12, 2020, August 26, 2020 and September 23,
2020, respectively, several travel and entry restrictions in Macau, Hong Kong and mainland China remain in place
(including the temporary suspension of ferry services between Hong Kong and Macau, the negative nucleic acid test result
certificate, and mandatory quarantine requirements for returning residents, for visitors from Hong Kong, Taiwan, and
37
mainland China, and bans on entry on other visitors), which significantly impacted visitation to our Macau properties. In
the third and fourth quarters of 2021, local COVID-19 cases were identified in Macau. Upon such occurrences, a state of
immediate prevention was declared and mass mandatory nucleic acid testing was imposed in Macau, the validity period of
negative test results for re-entry into mainland China was shortened and quarantine requirements were imposed, certain
events were cancelled or suspended, and in some instances, certain entertainment and leisure facilities were closed
throughout Macau. Although gaming and hotel operations have remained open during these states of immediate prevention,
such measures have had a negative effect on our operations and it is uncertain whether further closures, including the
closure of our properties, or travel restrictions to Macau will be implemented if additional local COVID-19 cases are
identified.
The Las Vegas Strip segment results of operations are heavily impacted by visitor volume and trends. During the
year ended December 31, 2021, Las Vegas visitor volume increased 69% compared to the prior year period according to
information published by the Las Vegas Convention and Visitors Authority. The Las Vegas market has had the addition of
new sporting events and venues, the expansion of convention centers, as well as music and entertainment events, which
have positively impacted visitation, along with the easing of COVID-19 related restrictions, as discussed above.
The MGM China segment results of operations also are heavily impacted by visitor volume and trends. During the
year ended December 31, 2021, Macau visitor arrivals increased 31% compared to the prior year period according to
statistics published by the Statistics and Census Service of the Macau Government, as the prior year period was more
negatively affected by travel and entry restrictions in Macau than in the current year period.
For a discussion of the risks to our business resulting from COVID-19, please see “Item 1A. Risk Factors — Risks
Related to Our Business, Industry, and Market Conditions.”
Other Developments
As of December 31, 2021, we lease 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 agreement with MGP. See Note 1 in the
accompanying consolidated financial statements for information regarding MGP and the Operating Partnership, which we
consolidate in our financial statements. All intercompany transactions, including transactions under the master lease with
MGP, have been eliminated in consolidation.
As further discussed below, we lease the real estate assets of Bellagio pursuant to a lease agreement with Bellagio
BREIT Venture, the real estate assets of Mandalay Bay and MGM Grand Las Vegas pursuant to a lease agreement with
MGP BREIT Venture, and the real estate assets of Aria (including Vdara) pursuant to a lease agreement with a fund
managed by Blackstone, as further discussed below.
In April 2019, we acquired the membership interests of Northfield Park Associates, LLC (“Northfield”), an Ohio
limited liability company that owned the real estate assets and operations of the Hard Rock Rocksino Northfield Park,
from MGP and MGP retained the real estate assets. We then rebranded the property to MGM Northfield Park, and added it
to the master lease between us and MGP. See Note 18 in the accompanying financial statements for information regarding
this acquisition.
Also, in January 2019, we acquired the real property and operations associated with Empire City in Yonkers, New
York for consideration of approximately $865 million. Subsequently, MGP acquired the developed real property associated
with Empire City from us and Empire City was added to the master lease between us and MGP. In addition, pursuant to the
master lease amendment, we agreed to provide MGP a right of first offer with respect to certain undeveloped land adjacent
to the property to the extent that we develop additional gaming facilities and choose to sell or transfer such property in the
future. See Note 4 and Note 18 in the accompanying consolidated financial statements for information regarding this
acquisition.
In March 2019, we entered into an amendment to the master lease between us and MGP with respect to
improvements made by us related to the rebranding of the Park MGM and NoMad Las Vegas. See Note 18 in the
accompanying financial statements for information regarding this transaction with MGP, which is eliminated in
consolidation.
In November 2019, we completed the Bellagio transaction, pursuant to which Bellagio BREIT Venture was formed,
which acquired the Bellagio real estate assets from us and entered into a lease agreement to lease the real estate assets back
to us. The Bellagio lease has an initial term of 30 years with two 10-year renewal periods, exercisable at our option. The
initial term of the lease provides for an initial annual rent of $245 million with a fixed 2% escalator for the first 10 years
38
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. In addition, the lease obligates us to spend a specified percentage of
net revenues at the property on capital expenditures and that we comply with certain financial covenants, which, if not met,
would require us to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount
equal to rent for the succeeding 2-year period. In exchange for the contribution of the real estate assets, we received total
consideration of $4.25 billion, which consisted of a 5% equity interest in the venture and cash of approximately $4.2
billion. We also provide a shortfall guarantee of the principal amount of indebtedness of Bellagio BREIT Venture (and any
interest accrued and unpaid thereon). As a result of the sale, we recorded a gain of approximately $2.7 billion. See Note 1,
Note 11, and Note 12 in the accompanying consolidated financial statements for information regarding this transaction,
lease agreement, and shortfall guarantee, respectively.
In December 2019, we sold Circus Circus Las Vegas and adjacent land for $825 million, which consisted of $663
million paid in cash and a secured note due 2024 with a face value of $163 million and fair value of $134 million. In
connection with our review of the carrying value of assets to be sold due to the offer for sale received during the third
quarter of 2019, we recorded a non-cash impairment charge of $219 million. Upon completion of the sale in the fourth
quarter, we recorded a loss of $2 million. See Note 1 and Note 16 in the accompanying consolidated financial statements
for information regarding this transaction.
In February 2020, we completed the MGP BREIT Venture Transaction pursuant to which the real estate assets of
MGM Grand Las Vegas and Mandalay Bay (including Mandalay Place) were contributed to MGP BREIT Venture, owned
50.1% by the Operating Partnership and 49.9% by a subsidiary of BREIT. In exchange for the contribution of the real
estate assets, MGM and MGP received total consideration of $4.6 billion, which was comprised of $2.5 billion of cash,
$1.3 billion of the Operating Partnership’s secured indebtedness assumed by MGP BREIT Venture, and the Operating
Partnership’s 50.1% equity interest in MGP BREIT Venture. In addition, the Operating Partnership issued approximately 3
million Operating Partnership units to us representing 5% of the equity value of MGP BREIT Venture. We also provide a
shortfall guarantee of the principal amount of indebtedness of MGP BREIT Venture (and any interest accrued and unpaid
thereon). On the closing date, BREIT also purchased approximately 5 million MGP Class A shares for $150 million. See
Note 1, Note 11, and Note 12 in the accompanying consolidated financial statements for information regarding this
transaction, lease agreement, and shortfall guarantee, respectively.
In connection with the MGP BREIT Venture Transaction, MGP BREIT Venture entered into a lease with us for the
real estate assets of Mandalay Bay and MGM Grand Las Vegas. The lease has an initial term of 30 years with two 10-year
renewal periods, exercisable at our option. The initial term of the lease provides for an initial annual rent of $292 million
with a fixed 2% 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%. In addition, the lease obligates us to spend a specified percentage of net
revenues at the properties on capital expenditures and that we comply with certain financial covenants, which, if not met,
would require us to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount
equal to the rent for the succeeding 1-year period. See Note 11 in the accompanying financial statements for information
regarding this lease agreement.
In connection with the MGP BREIT Venture Transaction, the master lease with MGP was modified to remove the
Mandalay Bay property and the annual cash rent under the MGP master lease was reduced by $133 million, as further
discussed in Note 18.
Also, in January 2020, we, the Operating Partnership, and MGP entered into an agreement for the Operating
Partnership to waive its right following the closing of the MGP BREIT Venture Transaction to issue MGP Class A shares,
in lieu of cash, to us in connection with us exercising our right to require the Operating Partnership to redeem the
Operating Partnership units we hold, at a price per unit equal to a 3% discount to the ten day average closing price prior to
the date of the notice of redemption. The waiver was effective upon closing of the transaction on February 14, 2020 and
was scheduled to terminate on the earlier of February 14, 2022 or upon our receipt of cash proceeds of $1.4 billion as
consideration for the redemption of our Operating Partnership units. On May 18, 2020 the Operating Partnership redeemed
approximately 30 million Operating Partnership units that we held for $700 million, or $23.10 per unit, and on December
2, 2020, the Operating Partnership redeemed approximately 24 million Operating Partnership units that we held for the
remaining $700 million, or $29.78 per unit. As a result, the waiver terminated in accordance with its terms.
In March 2021, we delivered a notice of redemption to MGP covering approximately 37 million Operating
Partnership units that we held which was satisfied with aggregate cash proceeds of approximately $1.2 billion, using cash
on hand together with the proceeds from MGP's issuance of Class A shares. See Note 13 in the accompanying consolidated
financial statements for information regarding this transaction, which eliminates in consolidation.
39
In August 2021, we entered into an agreement with VICI and MGP whereby VICI will acquire MGP. Pursuant to
the agreement, MGP Class A shareholders will receive 1.366 shares of newly issued VICI stock in exchange for each MGP
Class A share outstanding and we will receive 1.366 units of the new VICI OP in exchange for each Operating Partnership
unit we hold. 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 will redeem the majority of our VICI OP units for cash consideration of $4.4 billion, with us retaining
an approximate $370 million ownership interest in the VICI OP (based upon the close price of VICI stock as of August 3,
2021). MGP’s Class B share that we hold will be cancelled. As part of the transaction, we will enter into an amended and
restated master lease with VICI. The new master lease will have an initial term of 25 years, with three 10-year renewals,
and initial annual rent of $860 million, escalating annually at a rate of 2% per annum for the first 10 years and thereafter
equal to the greater of 2% and the CPI increase during the prior year subject to a cap of 3%. The transaction is expected to
close in the first half of 2022, subject to customary closing conditions, regulatory approvals, and approval by VICI
stockholders (which was obtained on October 29, 2021). See “Item 1A. Risk Factors — Risks Related to Our Announced
Transactions — The VICI Transaction, The Cosmopolitan transaction, and The Mirage transaction each remain subject to
the satisfaction of certain closing conditions, including the receipt of certain regulatory approvals, and any anticipated
benefits from such transactions may take longer to realize than expected or may not be realized at all.”
In September 2021, we entered into an agreement to acquire the operations of The Cosmopolitan for cash
consideration of $1.625 billion, subject to customary working capital adjustments. Additionally, we will enter into a lease
agreement for the real estate assets of The Cosmopolitan. The Cosmopolitan lease will have an initial term of 30 years with
three subsequent 10-year renewal periods, exercisable at our option. The initial term of the lease provides for an initial
annual cash rent of $200 million with a fixed 2% 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%. Additionally, the lease will require us to
spend a specified percentage of net revenues over a rolling 5-year period at the property on capital expenditures and for us
to comply with certain financial covenants, which, if not met, would require us to maintain cash security or one or more
letters of credit in favor of the landlord in an amount equal to rent for the succeeding 1-year period. The transaction is
expected to close in the first half of 2022, subject to regulatory approvals and other customary closing conditions.
In September 2021, we completed the acquisition of the 50% ownership interest in CityCenter held by Infinity
World for cash consideration of $2.125 billion. Upon the closing of the transaction, we own 100% of CityCenter and
accordingly no longer account for our interest under the equity method of accounting, and we now consolidate CityCenter
in our financial statements. See Note 4 in the accompanying consolidated financial statements for information regarding
this transaction.
In September 2021, we sold the real estate assets of Aria (including Vdara) for cash consideration of $3.89 billion
and entered into a lease pursuant to which we lease back the real property. The lease has an initial term of 30 years with
three 10-year renewal periods, exercisable at our option. The initial term of the lease provides for an initial annual rent of
$215 million with a fixed 2% 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%. In addition, the lease obligates us to spend a specified percentage
of net revenues at the properties on capital expenditures and that we comply with certain financial covenants, which, if not
met, would require us to maintain cash security or provide a letter of credit in favor of the landlord in an amount equal to
the rent for the succeeding 1-year period. See Note 11 in the accompanying consolidated financial statements for
information regarding this lease.
In October 2021, MGP acquired the real estate assets of MGM Springfield from us and MGM Springfield was
added to the MGP master lease between us and MGP through which we lease back the real property. Transactions with
MGP, including transactions under the MGP master lease, have been eliminated in our consolidation of MGP. Refer to
Note 18 for further discussion of the master lease with MGP.
In December 2021, we entered into an agreement to sell the operations of The Mirage to an affiliate of Hard Rock
for cash consideration of $1.075 billion, subject to certain purchase price adjustments. Pursuant to the agreement, Hard
Rock is obligated to use its reasonable best efforts to obtain the requisite antitrust and gaming regulatory approvals. The
agreement may be terminated by either party if the closing has not occurred on or before December 13, 2022, which date
may be extended by either party to March 13, 2023 under certain circumstances. The agreement contemplates a reverse
termination fee of $322.5 million that is payable by Hard Rock to us in the event that the parties are unable to obtain
antitrust or gaming regulatory approval. Upon closing, the master lease between us and VICI (or MGP in the event that the
VICI Transaction is terminated) will be amended and restated to reflect a $90 million reduction in annual cash rent. The
transaction is expected to close during the second half of 2022, subject to certain closing conditions, including, but not
limited to, the consummation or termination of the VICI Transaction and receipt of regulatory approvals.
40
Key Performance Indicators
Key performance indicators related to gaming and hotel revenue are:
•
•
•
Gaming revenue indicators: table games drop and slots handle (volume indicators); “win” or “hold” percentage,
which is not fully controllable by us. Our normal table games hold percentage at our Las Vegas Strip Resorts is in
the range of 25.0% to 35.0% of table games drop for Baccarat and 19.0% to 23.0% for non-Baccarat; however,
reduced gaming volumes as a result of the COVID-19 pandemic could cause volatility in our hold percentages;
and
Hotel revenue indicators: hotel occupancy (a volume indicator); average daily rate (“ADR,” a price indicator); and
revenue per available room (“REVPAR,” a summary measure of hotel results, combining ADR and occupancy
rate). Our calculation of ADR, which is the average price of occupied rooms per day, includes the impact of
complimentary rooms. Complimentary room rates are determined based on standalone selling price. Because the
mix of rooms provided on a complimentary basis, particularly to casino customers, includes a disproportionate
suite component, the composite ADR including complimentary rooms is slightly higher than the ADR for cash
rooms, reflecting the higher retail value of suites. Rooms that were out of service during the years ended
December 31, 2021 and 2020 as a result of closures due to the COVID-19 pandemic were excluded from the
available room count when calculating hotel occupancy and REVPAR.
Additional key performance indicators at MGM China are:
Gaming revenue indicators: MGM China utilizes “turnover,” which is the sum of nonnegotiable chip wagers won
by MGM China calculated as nonnegotiable chips purchased plus nonnegotiable chips exchanged less
nonnegotiable chips returned. Turnover provides a basis for measuring VIP casino win percentage. Win for VIP
gaming operations at MGM China is typically in the range of 2.6% to 3.3% of turnover; however, reduced gaming
volumes as a result of the COVID-19 pandemic could cause volatility in MGM China’s hold percentages.
Results of Operations
The following discussion is based on our consolidated financial statements for the years ended December 31, 2021,
2020 and 2019.
Summary Operating Results
The following table summarizes our operating results:
Net revenues
Operating income (loss)
Net income (loss)
Net income (loss) attributable to MGM Resorts International
2021
Year Ended December 31,
2020
(In thousands)
2019
$
9,680,140 $
5,162,082 $ 12,899,672
2,278,699
1,208,389
1,254,370
(642,434)
(1,319,907)
(1,032,724)
3,940,215
2,214,380
2,049,146
41
Our domestic properties were temporarily closed due to COVID-19 on the dates shown below:
Las Vegas Strip Resorts(1)
Bellagio
MGM Grand Las Vegas
New York-New York
Excalibur
Luxor
Mandalay Bay(2)
The Mirage(3)
Park MGM(2)
Regional Operations
Gold Strike Tunica
Beau Rivage
MGM Northfield Park
MGM National Harbor
MGM Springfield(4)
Borgata
MGM Grand Detroit(5)
Empire City
Closure Date
March 17, 2020
March 17, 2020
March 17, 2020
March 17, 2020
March 17, 2020
March 17, 2020
March 17, 2020
March 17, 2020
March 17, 2020
March 17, 2020
March 14, 2020
March 15, 2020
March 15, 2020
March 16, 2020
March 16, 2020
March 14, 2020
Initial Re-opening Date
June 4, 2020
June 4, 2020
June 4, 2020
June 11, 2020
June 25, 2020
July 1, 2020
August 27, 2020
September 30, 2020
May 25, 2020
June 1, 2020
June 20, 2020
June 29, 2020
July 13, 2020
July 26, 2020
August 7, 2020
September 21, 2020
(1)
(2)
(3)
(4)
(5)
Aria was excluded from the table above, as it was not consolidated during 2020.
Park MGM and Mandalay Bay’s hotel tower operations were closed midweek starting November 9, 2020 and November 30, 2020, respectively,
and full week hotel tower operations resumed on March 3, 2021.
The Mirage’s hotel tower operations were closed midweek beginning November 30, 2020. The entire property was closed midweek starting
January 4, 2021, and re-opened on March 3, 2021.
MGM Springfield’s hotel was re-closed beginning November 2, 2020, and partial hotel operations resumed with midweek closures on March 5,
2021. Full hotel operations resumed on December 13, 2021.
MGM Grand Detroit re-closed on November 17, 2020 and re-opened on December 23, 2020, with the hotel tower operations resuming February
9, 2021.
Consolidated net revenues were $9.7 billion in 2021 compared to $5.2 billion in 2020, an increase of 88%. The
current year benefited from the inclusion of the net revenues of Aria subsequent to consolidation in September 2021 and
the removal of mandated operational and capacity restrictions at our properties, as well as an increase in travel, while the
prior year was negatively affected by temporary property closures at certain of our Las Vegas Strip Resorts and Regional
Operations for a portion of the year due to the pandemic. At MGM China, the prior year was negatively affected by both
property closures in the first quarter and was also more significantly impacted by travel and entry restrictions in Macau
than in the current year. These factors resulted in a 111% increase in net revenues at our Las Vegas Strip Resorts, a 72%
increase in net revenues at our Regional Operations, and an 84% increase in net revenues at MGM China.
Consolidated operating income was $2.3 billion for the year ended December 31, 2021 compared to a loss of $642
million in 2020, due primarily to the temporary property closures in the prior year as well as the inclusion of the operating
income of Aria subsequent to consolidation in September 2021, as discussed above. The current year included a gain on
consolidation of CityCenter, net of $1.6 billion and the prior year included a $1.5 billion gain on REIT transactions, net and
$26 million in restructuring costs. In addition, corporate expense decreased $37 million compared to the prior year.
Corporate expense in the current year included $34 million in transaction costs, while the prior year included $44 million of
CEO transition expense and $49 million of October 1 litigation settlement expense. Included in the CEO transition expense
is $20 million of stock compensation expense, of which approximately $13 million related to the modification and
accelerated vesting of outstanding stock compensation awards. Property transactions, net in the current year included a gain
of $29 million related to a reduction in the estimate of contingent consideration related to the Empire City acquisition, a
gain of $76 million relating to the sale of art, and an other-than-temporary impairment charge of $22 million related to an
investment in an unconsolidated affiliate. Property transactions, net in the prior year included a $64 million other-than-
temporary non-cash impairment charge on an equity method investment and $17 million related to a loss on production
show costs. Depreciation expense decreased $60 million compared to the prior year primarily as a result of certain assets
42
becoming fully depreciated in the current year at MGM China, primarily at MGM Cotai. General and administrative
expense increased $385 million compared to the prior year due primarily to the prior year reflecting the temporary property
closures, the inclusion of rent expense for the Aria lease, which commenced in September 2021, and also due to a full
period of rent expense for the MGM Grand Las Vegas and Mandalay Bay lease in the current year, partially offset by
realized benefits from our cost savings initiatives at our domestic properties.
Net Revenues by Segment
The following table presents a detail by segment of net revenues:
Las Vegas Strip Resorts
Casino
Rooms
Food and beverage
Entertainment, retail and other
Regional Operations
Casino
Rooms
Food and beverage
Entertainment, retail and other
MGM China
Casino
Rooms
Food and beverage
Entertainment, retail and other
Reportable segment net revenues
Corporate and other
Las Vegas Strip Resorts
Year Ended December 31,
2021
2020
2019
(In thousands)
$
1,549,419 $
728,254 $
1,296,170
1,402,712
1,015,366
769,688
662,813
471,529
383,189
4,737,185
2,245,785
1,863,521
1,517,745
1,153,615
5,831,051
2,721,515
1,569,193
2,537,780
220,828
307,750
142,270
130,945
184,153
82,880
316,753
494,243
201,008
3,392,363
1,967,171
3,549,784
1,057,962
565,671
2,609,806
66,498
68,489
17,812
1,210,761
9,340,309
339,831
36,624
40,284
14,124
142,306
127,152
26,158
656,703
2,905,422
4,869,659
12,286,257
292,423
613,415
$
9,680,140 $
5,162,082 $ 12,899,672
Las Vegas Strip Resorts casino revenue was $1.5 billion in 2021, compared to $728 million in 2020, an increase of
113%, due primarily to the temporary property closures for a portion of 2020 and removal of mandated operational and
capacity restrictions, as well as an increase in travel in the current year, and the inclusion of the operating results of Aria
subsequent to consolidation in September 2021.
43
The following table shows key gaming statistics for our Las Vegas Strip Resorts:
Table Games Drop
Table Games Win
Table Games Win %
Slots Handle
Slots Win
Slots Hold %
Year Ended December 31,
2020
2019
2021
(Dollars in millions)
$
$
$
$
3,597
885
24.6 %
15,089
1,417
$
$
$
$
2,001
470
23.5 %
6,904
649
$
$
$
$
3,526
789
22.4 %
12,874
1,194
9.4 %
9.4 %
9.3 %
Las Vegas Strip Resorts rooms revenue was $1.4 billion in 2021, compared to $663 million in 2020, an increase of
112%, due primarily to the temporary property closures for a portion of the prior year and removal of mandated operational
and capacity restrictions, as well as an increase in travel in the current year, and the inclusion of the operating results of
Aria subsequent to consolidation in September 2021.
The following table shows key hotel statistics for our Las Vegas Strip Resorts:
Occupancy(1)
Average Daily Rate (ADR)
Revenue per Available Room (REVPAR)(1)
Year Ended December 31,
2020
2019
2021
74 %
173
128
$
$
55 %
161
88
$
$
91 %
167
153
$
$
(1) Rooms that were out of service, including full and midweek closures, during the years ended December 31, 2021 and 2020 due to the
COVID-19 pandemic were excluded from the available room count when calculating hotel occupancy and REVPAR.
Las Vegas Strip Resorts food and beverage revenue was $1.0 billion in 2021, compared to $472 million in 2020, an
increase of 115%, due primarily to the temporary closures at certain properties and operational and capacity restrictions in
the prior year and removal of those restrictions in the current year as well as an increase in travel in the current year, and
the inclusion of the operating results of Aria subsequent to consolidation in September 2021. However, not all outlets were
fully re-opened during the current year and the properties did not benefit from the removal of mandated operational and
capacity restrictions as well as an increase in travel primarily until the latter part of the second quarter of the current year.
Las Vegas Strip Resorts entertainment, retail and other revenue was $770 million in 2021, compared to $383 million
in 2020, an increase of 101%, due primarily to the temporary property closures for a portion of the prior year and removal
of mandated operational and capacity restrictions as well as an increase in travel in the current year, and the inclusion of the
operating results of Aria subsequent to consolidation in September 2021. However, venue re-openings and events did not
primarily occur until beginning in the latter part of the second quarter of the current year.
Regional Operations
Regional Operations casino revenue was $2.7 billion in 2021, compared to $1.6 billion in 2020, an increase of 73%,
due primarily to the temporary property closures in the prior year and removal of mandated operational and capacity
restrictions and, to a lesser extent, increase in travel in the current year.
44
The following table shows key gaming statistics for our Regional Operations:
Table Games Drop
Table Games Win
Table Games Win %
Slots Handle
Slots Win
Slots Hold %
Year Ended December 31,
2020
2019
2021
(Dollars in millions)
$
$
$
$
3,980
788
19.8 %
25,566
2,462
$
$
$
$
2,422
488
20.1 %
14,527
1,405
$
$
$
$
4,226
827
19.6 %
25,031
2,363
9.6 %
9.7 %
9.4 %
Regional Operations rooms revenue was $221 million in 2021, compared to $131 million in 2020, an increase of
69%, due primarily to the temporary property closures in the prior year and removal of mandated operational and capacity
restrictions and, to a lesser extent, increase in travel in the current year.
Regional Operations food and beverage revenue was $308 million in 2021, compared to $184 million in 2020, an
increase of 67%, due primarily to the temporary property closures in the prior year and removal of mandated operational
and capacity restrictions beginning primarily in the second quarter of the current year.
Regional Operations entertainment, retail and other revenue was $142 million in 2021, compared to $83 million in
2020, an increase of 72%, due primarily to temporary property closures in the prior year and removal of mandated
operational and capacity restrictions beginning primarily in the second quarter of the current year.
MGM China
The following table shows key gaming statistics for MGM China:
VIP Table Games Turnover
VIP Table Games Win
VIP Table Games Win %
Main Floor Table Games Drop
Main Floor Table Games Win
Main Floor Table Games Win %
Year Ended December 31,
2020
2019
2021
(Dollars in millions)
$
$
$
$
8,499
272
3.2 %
4,509
966
$
$
$
$
7,015
213
3.0 %
2,037
467
$
$
$
$
38,071
1,237
3.2 %
8,252
1,907
21.4 %
22.9 %
23.1 %
MGM China net revenues were $1.2 billion in 2021, compared to $657 million in 2020, an increase of 84%. The
prior year was negatively affected by both property closures in February 2020 and was more significantly impacted by
travel and entry restrictions in Macau than in the current year.
Corporate and other
Corporate and other revenue includes revenues from other corporate operations, management services and
reimbursed costs revenue primarily related to our CityCenter management agreement (which was terminated upon the
acquisition of CityCenter in September 2021). Reimbursed costs revenue represents reimbursement of costs, primarily
payroll-related, incurred by us in connection with the provision of management services and was $226 million, $245
million and $437 million for 2021, 2020 and 2019, respectively. Reimbursed costs revenue for the year ended
December 31, 2021 decreased compared to the prior year due primarily to the termination of the CityCenter management
agreement as discussed above. See below for additional discussion of our share of operating results from unconsolidated
affiliates.
45
Adjusted Property EBITDAR and Adjusted EBITDAR
The following table presents Adjusted Property EBITDAR and Adjusted EBITDAR. Adjusted Property EBITDAR
is our reportable segment generally accepted accounting principles (“GAAP”) measure, which we utilize as the primary
profit measure for our reportable segments. See Note 17 to the accompanying consolidated financial statements and
“Reportable Segment GAAP measure” below for additional information.
Las Vegas Strip Resorts
Regional Operations
MGM China
Corporate and other
Adjusted EBITDAR
Las Vegas Strip Resorts
Year Ended December 31,
2021
2020
(In thousands)
2019
$
1,738,211 $
232,188 $
1,643,122
1,217,814
343,990
25,367
(193,832)
969,866
734,729
(560,309)
(530,843)
(331,621)
$
2,421,083
Las Vegas Strip Resorts Adjusted Property EBITDAR was $1.7 billion in 2021 compared to $232 million in 2020.
Las Vegas Strip Resorts Adjusted Property EBITDAR margin increased to 36.7% in 2021 compared to 10.3% in 2020. The
current year benefited from the increase in revenues, as discussed above, as well as realized benefits from our cost savings
initiatives.
Regional Operations
Regional Operations Adjusted Property EBITDAR was $1.2 billion in 2021 compared to $344 million in 2020.
Regional Operations Adjusted Property EBITDAR margin increased to 35.9% in 2021 compared to 17.5% in 2020 as the
current year benefited from the increase in revenues, as discussed above, as well as realized benefits from our cost saving
initiatives.
MGM China
MGM China’s Adjusted Property EBITDAR was $25 million in 2021 compared to a loss of $194 million in 2020.
The increase was due primarily to the temporary property closures in the prior year as well as the prior year being more
significantly impacted by travel and entry restrictions in Macau and other operational restrictions related to the pandemic
than in the current year. License fee expense was $21 million for 2021 and $11 million in the prior year.
Operating Results – Details of Certain Charges
Property transactions, net consisted of the following:
Loss related to sale of Circus Circus Las Vegas and adjacent land
Other property transactions, net
Year Ended December 31,
2021
2020
(In thousands)
2019
$
$
— $
— $
220,294
(67,736)
93,567
55,508
(67,736) $
93,567 $
275,802
See Note 16 to the accompanying consolidated financial statements for discussion of property transactions, net.
46
Operating Results – Income from Unconsolidated Affiliates
The following table summarizes information related to our share of operating income from unconsolidated affiliates:
2021
Year Ended December 31,
2020
(In thousands)
2019
CityCenter (through September 26, 2021)
$
128,127 $
(29,753) $
128,421
MGP BREIT Venture
BetMGM
Other
155,817
136,755
—
(211,182)
(61,663)
(15,804)
12,061
(2,401)
6,904
$
84,823 $
42,938 $
119,521
In September 2021, we completed the acquisition of the 50% ownership interest in CityCenter held by Infinity
World and now own 100% of the equity interest in CityCenter. Accordingly, we no longer account for our interest in
CityCenter under the equity method of accounting, and we now consolidate CityCenter in our financial statements.
In June 2021, CityCenter closed the sale of its Harmon land for $80 million on which it recorded a $30 million gain.
We recorded a $50 million gain, which included $15 million of our 50% share of the gain recorded by CityCenter and $35
million representing the reversal of certain basis differences in 2021.
Our share of CityCenter’s operating income, including certain basis difference adjustments, was $128 million for the
current year period through September 26, 2021 compared to our share of CityCenter's operating loss of $30 million in
2020, due primarily to the temporary property closures in the prior year and removal of mandated operational and capacity
restrictions, an increase in travel beginning primarily in the second quarter of the current year, and the gain related to the
sale of its Harmon land in the current year, as discussed above, partially offset by a shorter comparative period in the
current year given that, as of September 2021, we no longer account for our interest in CityCenter under the equity method
of accounting, as discussed above.
Non-operating Results
Interest expense. The following table summarizes information related to interest expense, net:
Total interest incurred
Interest capitalized
2021
Year Ended December 31,
2020
(In thousands)
2019
$
$
800,156 $
679,251 $
853,007
(563)
(2,871)
(5,075)
799,593 $
676,380 $
847,932
Gross interest expense was $800 million in 2021 compared to $679 million in 2020. The increase in gross interest
expense was due primarily to an increase in average debt outstanding related to senior notes due to the issuances by us, the
Operating Partnership and MGM China in 2020 and 2021, partially offset by a decrease in the weighted average interest
rate of the senior notes. See Note 9 to the accompanying consolidated financial statements for additional discussion on
long-term debt and see “Liquidity and Capital Resources” for additional discussion on issuances and repayments of long-
term debt and other sources and uses of cash.
Other, net. Other income, net was $66 million in 2021 compared to other expense, net of $89 million in 2020. The
current year included a $28 million net gain on change in fair value of an equity instrument, a $39 million gain on the
Operating Partnership’s unhedged interest rate swaps, and $22 million of interest income, partially offset by $13 million of
foreign currency remeasurement losses primarily related to MGM China’s U.S. dollar-denominated senior notes. The prior
year included a $109 million loss incurred on the early retirement of debt related to our senior notes and the termination of
our revolving facility, as well as an $18 million loss incurred on the early retirement of debt related to the Operating
Partnership’s repayment of its term loan A facility and its term loan B facility, partially offset by $9 million of foreign
currency remeasurement gains primarily related to MGM China’s U.S. dollar-denominated senior notes, and $32 million in
interest income.
47
Income taxes. The following table summarizes information related to our income taxes:
Income (loss) before income taxes
Benefit (provision) for income taxes
Effective income tax rate
2021
Year Ended December 31,
2020
(In thousands)
2019
$ 1,461,804
$ (1,511,479)
$ 2,846,725
(253,416)
191,572
(632,345)
17.3 %
12.7 %
22.2 %
Federal, state and foreign income taxes paid, net of refunds
$
43,018
$
8,543
$
28,493
Our effective rate for 2021 was favorably impacted by the permanent exclusion of a portion of the gain on
consolidation of CityCenter partially offset by the unfavorable impact of losses in Macau that we could not benefit. The
effective rate for 2020 was unfavorably impacted by losses in Macau that we could not benefit and adjustments to valuation
allowances for Macau deferred tax assets and foreign tax credits, partially offset by tax benefit resulting from carrying back
net operating losses to tax years with a higher tax rate than is currently in effect.
Cash taxes paid increased in 2021 compared to 2020 primarily due to an increase in federal income taxes paid
resulting from increased U.S. taxable income following the recovery of the business from the impacts of COVID-19.
Reportable Segment GAAP measure
“Adjusted Property EBITDAR” is our reportable segment GAAP measure, which we utilize as the primary profit
measure for our 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, gain on REIT transactions, net, restructuring costs (which represents costs related to
severance, accelerated stock compensation expense, and consulting fees directly related to the operating model component
of the MGM 2020 Plan), rent expense associated with triple-net operating and ground leases, income from unconsolidated
affiliates related to investments in real estate ventures, property transactions, net, and also excludes gain on consolidation
of CityCenter, net, gain related to CityCenter's sale of Harmon land recorded within income from unconsolidated affiliates
and corporate expense (which includes CEO transition expense and October 1 litigation settlement) and stock
compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with
MGP that eliminates in consolidation. We manage capital allocation, tax planning, stock compensation, and financing
decisions at the corporate level. “Adjusted Property EBITDAR margin” is Adjusted Property EBITDAR divided by related
segment net revenues.
Non-GAAP Measure
“Adjusted EBITDAR” is 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, gain on
consolidation of CityCenter, net, CEO transition expense, October 1 litigation settlement, restructuring costs (which
represents costs related to severance, accelerated stock compensation expense, and consulting fees directly related to the
operating model component of the MGM 2020 Plan), rent expense associated with triple-net operating and ground leases,
gain related to CityCenter's sale of Harmon land recorded within income from unconsolidated affiliates, and income from
unconsolidated affiliates related to investments in real estate ventures.
Adjusted EBITDAR information is a valuation metric, should not be used as an operating metric, and is presented
solely as a supplemental disclosure to reported GAAP measures because we believe this measure is widely used by
analysts, lenders, financial institutions, and investors as a principal basis for the valuation of gaming companies. We
believe that while items excluded from Adjusted EBITDAR may be recurring in nature and should not be disregarded in
evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends. Also,
we believe excluded items may not relate specifically to current trends or be indicative of future results. For example,
preopening and start-up expenses will be significantly different in periods when we are developing and constructing a
major expansion project and will depend on where the current period lies within the development cycle, as well as the size
and scope of the project(s). Property transactions, net includes normal recurring disposals, gains and losses on sales of
assets related to specific assets within our resorts, but also includes gains or losses on sales of an entire operating resort or a
group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which may not
be comparable period over period. However, as discussed herein, Adjusted EBITDAR should not be viewed as a measure
of overall operating performance, considered in isolation, or as an alternative to net income, because this measure is not
48
presented on a GAAP basis and exclude certain expenses, including the rent expense associated with our triple-net
operating and ground leases, and are provided for the limited purposes discussed herein.
Adjusted EBITDAR should not be construed as an alternative to operating income or net income, as an indicator of
our performance; or as an alternative to cash flows from operating activities, as a measure of liquidity; or as any other
measure determined in accordance with GAAP. We have significant uses of cash flows, including capital expenditures,
interest payments, taxes, real estate triple-net lease and ground lease payments, and debt principal repayments, which are
not reflected in Adjusted EBITDAR. Also, other companies in the gaming and hospitality industries that report Adjusted
EBITDAR information may calculate Adjusted EBITDAR in a different manner and such differences may be material.
The following table presents a reconciliation of net income attributable to MGM Resorts International to Adjusted
EBITDAR:
Net income (loss) attributable to MGM Resorts International
$
1,254,370 $
(1,032,724) $
2,049,146
Year Ended December 31,
2021
2020
(In thousands)
2019
Plus: Net income (loss) attributable to noncontrolling interests
Net income (loss)
Provision (benefit) for income taxes
Income (loss) before income taxes
Non-operating (income) expense
Interest expense, net of amounts capitalized
Non-operating items from unconsolidated affiliates
Other, net
Operating income (loss)
Preopening and start-up expenses
Property transactions, net
Gain on REIT transactions, net
Gain on consolidation of CityCenter, net
Depreciation and amortization
CEO transition expense
October 1 litigation settlement
Restructuring
Triple-net operating lease and ground lease rent expense
Gain related to sale of Harmon land - unconsolidated affiliate
(45,981)
(287,183)
165,234
1,208,389
(1,319,907)
2,214,380
253,415
(191,572)
632,345
1,461,804
(1,511,479)
2,846,725
799,593
83,243
(65,941)
816,895
2,278,699
5,094
676,380
103,304
89,361
869,045
847,932
62,296
183,262
1,093,490
(642,434)
3,940,215
84
7,175
275,802
(67,736)
93,567
—
(1,491,945)
(2,677,996)
(1,562,329)
—
—
1,150,610
1,210,556
1,304,649
—
—
—
44,401
49,000
26,025
833,158
710,683
(49,755)
—
—
—
92,139
74,656
—
(544)
Income from unconsolidated affiliates related to real estate ventures
(166,658)
(148,434)
Adjusted EBITDAR
$
2,421,083
Guarantor Financial Information
As of December 31, 2021, all of our principal debt arrangements are guaranteed by each of our wholly owned
material domestic subsidiaries that guarantee our senior credit facility. Our principal debt arrangements are not guaranteed
by MGP, the Operating Partnership, MGM Grand Detroit, MGM National Harbor, Blue Tarp reDevelopment, LLC (the
entity that operates MGM Springfield), and each of their respective subsidiaries. Our foreign subsidiaries, including MGM
China and its subsidiaries, are also not guarantors of our principal debt arrangements. In the event that any subsidiary is no
longer a guarantor of our credit facility or any of our future capital markets indebtedness, that subsidiary will be released
and relieved of its obligations to guarantee our existing senior notes. The indentures governing the senior notes further
provide that in the event of a sale of all or substantially all of the assets of, or capital stock in a subsidiary guarantor then
such subsidiary guarantor will be released and relieved of any obligations under its subsidiary guarantee.
49
The guarantees provided by the subsidiary guarantors rank senior in right of payment to any future subordinated
debt of ours or such subsidiary guarantors, junior to any secured indebtedness to the extent of the value of the assets
securing such debt and effectively subordinated to any indebtedness and other obligations of our subsidiaries that do not
guarantee the senior notes. In addition, the obligations of each subsidiary guarantor under its guarantee is limited so as not
to constitute a fraudulent conveyance under applicable law, which may eliminate the subsidiary guarantor’s obligations or
reduce such obligations to an amount that effectively makes the subsidiary guarantee lack value.
The summarized financial information of us and our guarantor subsidiaries, on a combined basis, is presented
below. Certain of our guarantor subsidiaries collectively own Operating Partnership units and each subsidiary accounts for
its respective investment under the equity method within the summarized financial information presented below. These
subsidiaries have also accounted for the MGP master lease as an operating lease, recording operating lease liabilities and
operating ROU assets with the related rent expense of guarantor subsidiaries reflected within the summarized financial
information.
Balance Sheet
Current assets
Investment in the MGP Operating Partnership
Intercompany accounts due from non-guarantor subsidiaries
MGP master lease right-of-use asset, net
Other long-term assets
MGP master lease operating lease liabilities – current
Other current liabilities
Intercompany accounts due to non-guarantor subsidiaries
MGP master lease operating lease liabilities – noncurrent
Other long-term liabilities
Income Statement
Net revenues
MGP master lease rent expense
Operating income
Income from continuing operations
Net income
Net income attributable to MGM Resorts International
Liquidity and Capital Resources
Cash Flows – Summary
Our cash flows consisted of the following:
Net cash provided by (used in) operating activities
Net cash provided by investing activities
Net cash provided by (used in) financing activities
December 31,
2021
(In thousands)
$
5,663,171
2,284,222
—
6,629,140
17,025,933
154,287
2,752,185
16,697
7,083,505
18,472,138
Year Ended
December 31,
2021
(In thousands)
$
6,841,788
(630,364)
2,025,160
1,963,979
1,702,096
1,702,096
2021
Year Ended December 31,
2020
(In thousands)
2019
$
1,373,423 $
1,543,645
(2,814,095)
(1,493,043) $
2,159,304
2,103,427
1,810,401
3,519,434
(4,529,594)
50
Cash Flows
Operating activities. Trends in our operating cash flows tend to follow trends in operating income, excluding non-
cash charges, but can be affected by changes in working capital, the timing of significant interest payments, tax payments
or refunds, and distributions from unconsolidated affiliates. Cash provided by operating activities was $1.4 billion in 2021
compared to cash used in operating activities of $1.5 billion in 2020. The change from the prior year was due primarily to
the increase in Adjusted Property EBITDAR discussed within the results of operations section above, and due to the prior
year being negatively affected by a change in working capital related to gaming and non-gaming deposits, gaming taxes
and other gaming liabilities, and payroll related liabilities as a result of the COVID-19 pandemic, partially offset by an
increase in triple-net lease rent payments and cash paid for interest and taxes.
Investing activities. Our investing cash flows can fluctuate significantly from year to year depending on our
decisions with respect to strategic capital investments in new or existing resorts, business acquisitions or dispositions, and
the timing of maintenance capital expenditures to maintain the quality of our resorts. Capital expenditures related to regular
investments in our existing resorts can also vary depending on timing of larger remodel projects related to our public
spaces and hotel rooms.
Cash provided by investing activities was $1.5 billion in 2021 compared to $2.2 billion in 2020. In 2021, we
received $3.9 billion in net cash proceeds from the sale of the real estate of Aria (including Vdara), received $107 million
in net proceeds from the sale of property and equipment, primarily related to the sale of art, which were partially offset by
our payments of $1.8 billion to acquire CityCenter, net of cash acquired, $491 million in capital expenditures, as further
discussed below, and contributions of $225 million to BetMGM. In comparison, in the prior year we received $2.5 billion
in net cash proceeds from the Mandalay Bay and MGM Grand Las Vegas real estate transaction, which were partially
offset by $271 million in capital expenditures and $80 million in contributions to BetMGM. In the prior year period,
distributions from unconsolidated affiliates included $51 million related to our share of a distribution paid by CityCenter.
Capital Expenditures
In 2021, we made capital expenditures of $491 million, of which $68 million related to MGM China. Capital
expenditures at MGM China included $49 million primarily related to construction of the Emerald Tower project at MGM
Cotai and $19 million related to projects at MGM Macau. Capital expenditures at our Las Vegas Strip Resorts, Regional
Operations and corporate entities of $423 million primarily relate to expenditures in information technology and room
remodels.
In 2020, we made capital expenditures of $271 million, of which $108 million related to MGM China. Capital
expenditures at MGM China included $95 million primarily related to construction close-out and projects at MGM Cotai
and $13 million related to projects at MGM Macau. Capital expenditures at our Las Vegas Strip Resorts, Regional
Operations and corporate entities of $162 million included expenditures relating to information technology, health and
safety initiatives, and various room, restaurant, and entertainment venue remodels.
Financing activities. Cash used in financing activities was $2.8 billion in 2021 compared to cash provided by
financing activities of $2.1 billion in 2020. In 2021, we had net repayments of debt of $1.3 billion, as further discussed
below, distributed $324 million to noncontrolling interest owners, and we repurchased $1.8 billion of our common stock,
partially offset by net proceeds received of $793 million from the issuance of MGP's Class A shares. In comparison, in the
prior year period, we received net proceeds from the incurrence of the bridge loan facility in connection with the MGP
BREIT Venture Transaction of $1.3 billion, net proceeds of $525 million from MGP’s Class A share issuances, net debt
borrowings of $1.1 billion, as further discussed below, repurchased $354 million of our common stock, distributed $286
million to noncontrolling interest owners, and paid $78 million in dividends to our shareholders.
Borrowings and Repayments of Long-term Debt
In 2021, we had net repayments of debt of $1.3 billion, which consisted of the repayment of the $1.7 billion
outstanding on CityCenter's credit facility in full, which was assumed in the acquisition, using cash on hand, and net
repayments of $407 million on MGM China’s first revolving credit facility. These repayments were partially offset by
MGM China’s March 2021 issuance of $750 million in aggregate principal amount of 4.75% senior notes due 2027 at an
issue price of 99.97% and net draws of $40 million on the Operating Partnership's revolving credit facility, of which $35
million was used in connection with MGP's acquisition of MGM Springfield with the remainder used to fund the Operating
Partnership's and MGP's distribution and dividend payments. The net proceeds from MGM China’s 4.75% senior notes due
2027 issuance were used to partially repay amounts outstanding under the MGM China first revolving credit facility and
for general corporate purposes.
51
In 2020, we had net proceeds from the incurrence of the bridge loan facility in connection with the MGP BREIT
Venture Transaction of $1.3 billion and net debt borrowings of $1.1 billion, which consisted of net borrowings on MGM
China’s credit facility of $103 million, our issuance of $750 million of 4.75% senior notes and $750 million of 6.75%
senior notes, the Operating Partnership’s issuance of $750 million of 3.875% senior notes and $800 million of 4.625%
senior notes, and MGM China’s issuance of $500 million of 5.25% senior notes, partially offset by the tender of $750
million of our senior notes and the corresponding $97 million of tender offer costs, and the net repayment of $1.7 billion on
the Operating Partnership's senior credit facility consisting of the repayment of $1.3 billion of its term loan B facility in full
using the proceeds of the $1.3 billion bridge loan facility, which was then assumed by MGP BREIT Venture, the
repayment of its $399 million term loan A facility in full using the net proceeds from MGP’s settlement of forward equity
agreements, partially offset by a net draw of $10 million on its revolving credit facility.
In March 2020, with certain of the proceeds from the MGP BREIT Venture Transaction, we completed cash tender
offers for an aggregate amount of $750 million of our senior notes, comprised of $325 million principal amount of our
outstanding 5.75% senior notes due 2025, $100 million principal amount of our outstanding 4.625% senior notes due 2026,
and $325 million principal amount of our outstanding 5.5% senior notes due 2027.
In May 2020, we issued $750 million in aggregate principal amount of 6.750% senior notes due 2025. The proceeds
were used to further increase our liquidity position.
In June 2020, the Operating Partnership issued $800 million in aggregate principal amount of 4.625% senior notes
due 2025. The proceeds were used to repay borrowings on the Operating Partnership’s senior credit facility, which were
used to fund the May 2020 redemption of $700 million of Operating Partnership units held by us.
In June 2020, MGM China issued $500 million in aggregate principal amount of 5.25% senior notes due 2025. The
proceeds were used to partially repay amounts outstanding under the MGM China credit facility and for general corporate
purposes.
In October 2020, we issued $750 million in aggregate principal amount of 4.75% senior notes due 2028. The
proceeds were used for general corporate purposes.
In November 2020, the Operating Partnership issued $750 million in aggregate principal amount of 3.875% senior
notes due 2029. The proceeds were used for general corporate purposes, which included the December 2020 redemption of
$700 million of the Operating Partnership units held by us.
Dividends, Distributions to Noncontrolling Interest Owners and Share Repurchases
In 2021, we repurchased and retired $1.8 billion of our common stock pursuant to our May 2018 $2.0 billion and
February 2020 $3.0 billion stock repurchase programs. As a result of those repurchases, we completed our May 2018 $2.0
billion stock repurchase program, and the remaining availability under the February 2020 $3.0 billion stock repurchase
program was $1.3 billion as of December 31, 2021. In 2020, we repurchased and retired $354 million of our common stock
pursuant to our May 2018 $2.0 billion stock repurchase program.
In March 2021, June 2021, September 2021, and December 2021, we paid dividends of $0.0025 per share, totaling
$5 million for 2021. In March 2020, we paid a dividend of $0.15 per share, and in June 2020, September 2020 and
December 2020, we paid dividends of $0.0025 per share, totaling $78 million for 2020.
In 2020, MGM China paid the final dividend for 2019 of $41 million, of which we received $23 million and
noncontrolling interests received $18 million.
The Operating Partnership paid the following distributions to its partnership unit holders during 2021 and 2020:
•
•
$545 million of distributions paid in 2021, of which we received $243 million and MGP received $302 million,
which MGP concurrently paid as a dividend to its Class A shareholders; and
$602 million of distributions paid in 2020, of which we received $358 million and MGP received $244 million,
which MGP concurrently paid as a dividend to its Class A shareholders.
Other Factors Affecting Liquidity and Anticipated Uses of Cash
As previously discussed, the spread of COVID-19 and developments surrounding the global pandemic have had a
significant impact on our business, financial condition, results of operations, and cash flows in 2020 and 2021 and may
continue to impact our business in 2022 and thereafter. We require a certain amount of cash on hand to operate our resorts.
52
In addition to required cash on hand for operations, we utilize corporate cash management procedures to minimize the
amount of cash held on hand or in banks. Funds are swept from the accounts at most of our domestic resorts daily into
central bank accounts, and excess funds are invested overnight or are used to repay amounts drawn under our revolving
credit facility. In addition, from time to time we may use excess funds to repurchase our outstanding debt and equity
securities subject to limitations in our revolving credit facility and Delaware law, as applicable. We have significant
outstanding debt, interest payments, rent payments, and contractual obligations in addition to planned capital expenditures
and commitments, including acquiring the operations of The Cosmopolitan for cash consideration of $1.625 billion, as
discussed further in Note 1.
As of December 31, 2021, we had cash and cash equivalents of $4.7 billion, of which MGM China held $399
million and the Operating Partnership held $8 million. In addition to our cash and cash equivalent balance, we have
significant holdings: a 41.5% economic interest in MGP (refer to Note 1 for discussion on our agreement entered into in
August 2021 regarding the VICI Transaction) and an approximate 56% interest in MGM China.
At December 31, 2021, we had $12.9 billion in principal amount of indebtedness, including $360 million
outstanding under the $1.25 billion MGM China first revolving credit facility and $50 million outstanding under the $1.35
billion Operating Partnership revolving credit facility. No amounts were drawn on our $1.675 billion revolving credit
facility or the $400 million MGM China second revolving credit facility. We have $1.0 billion of debt maturing in the next
twelve months, which we expect to repay with cash on hand.
Due to the continued impact of the COVID-19 pandemic, in February 2021, MGM China further amended each of
its first revolving credit facility and its second revolving credit facility to provide for waivers of the maximum leverage
ratio and minimum interest coverage ratio through the fourth quarter of 2022. In February 2022, MGM China further
amended each of its first revolving credit facility and its second revolving credit facility to extend the financial covenant
waivers through maturity.
As of December 31, 2021, our expected cash interest payments, excluding MGP and MGM China, for 2022, 2023,
and 2024 are approximately $300 million, $225 million, and $190 million, respectively, and our expected cash interest
payments on a consolidated basis, which includes MGP if the VICI Transaction does not close and MGM China, for 2022,
2023, and 2024, are approximately $715 million, $625 million, and $585 million, respectively. We are also required as of
December 31, 2021 to make annual cash rent payments of $1.6 billion, in the aggregate, under the triple-net lease
agreements, which leases are also subject to annual escalators and also require us to pay substantially all costs associated
with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance, in addition
to the annual cash rent.
We have planned capital expenditures in 2022 of approximately $775 million to $815 million domestically and
approximately $110 million to $130 million at MGM China, which is inclusive of the capital expenditures required under
the triple-net lease agreements, each of which requires us to spend a specified percentage of net revenues, at the respective
properties, on capital expenditures. We additionally have planned contributions to BetMGM in 2022 of approximately
$225 million.
We also expect to continue to repurchase shares pursuant to our February 2020 $3.0 billion share repurchase
program. Subsequent to December 31, 2021, we repurchased approximately 15 million shares of our common stock at an
average price of $43.88 per share for an aggregate amount of $670 million. Repurchased shares were retired.
In January 2022, the Operating Partnership paid $141 million of distributions to its partnership unit holders, of
which we received $59 million and MGP received $82 million, which MGP concurrently paid as a dividend to its Class A
shareholders.
On February 9, 2022, our Board of Directors approved a quarterly dividend of $0.0025 per share. The dividend will
be payable on March 15, 2022 to holders of record on March 10, 2022. Future determinations regarding the declaration and
payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions,
including our results of operations, financial condition, and other factors that our Board of Directors may deem relevant.
As previously discussed, the COVID-19 pandemic has caused, and is continuing to cause, significant economic
disruption both globally and in the United States, and impacted our business, financial condition, results of operations and
cash flows in 2020 and 2021 and may continue to impact our business in 2022 and thereafter. As widespread vaccine
distribution continues and operational restrictions have been removed, we have seen economic recovery in some of the
market segments in which we operate, as shown in our Summary Operating Results. However, some areas continue to
experience renewed outbreaks and surges in infection rates. As a result, our business segments continue to face many
uncertainties and our operations remain vulnerable to reversal of these trends or other continuing negative effects caused by
53
the pandemic. We cannot predict the degree, or duration, to which our operations will be affected by the COVID-19
pandemic, and the effects could be material. We continue to monitor the evolving situation and guidance from international
and domestic authorities, including federal, state and local public health authorities and may take additional actions based
on their recommendations. In these circumstances, there may be developments outside our control requiring us to further
adjust our operating plan, including the implementation or extension of new or existing restrictions, which may include the
reinstatement of stay-at-home orders in the jurisdictions in which we operate or additional restrictions on travel and/or our
business operations. Because the situation is ongoing, and because the duration and severity remain unclear, it is difficult to
forecast any impacts on our future results.
For additional information related to our long-term obligations, refer to the maturities of long-term debt table in
Note 9 and the lease liability maturity table in Note 11.
Principal Debt Arrangements
See Note 9 to the accompanying consolidated financial statements for information regarding our debt agreements as
of December 31, 2021.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on
our consolidated financial statements. To prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America, we must make estimates and assumptions that affect the
amounts reported in the consolidated financial statements. We regularly evaluate these estimates and assumptions,
particularly in areas we consider to be critical accounting estimates, where the estimates and assumptions involve a
significant level of estimation uncertainty and have had or are reasonably likely to have a material effect on our financial
condition or results of operations. However, by their nature, judgments are subject to an inherent degree of uncertainty and
therefore actual results can differ from our estimates.
Loss Reserve for Casino Accounts Receivable
Marker play represents a significant portion of the table games volume at certain of our Las Vegas resorts. Our other
casinos do not emphasize marker play to the same extent, although we offer markers to customers at those casinos as well.
MGM China extends credit to certain in-house VIP gaming customers and, historically, to gaming promoters. We maintain
strict controls over the issuance of markers and aggressively pursue collection from our customers who fail to pay their
marker balances timely. These collection efforts are similar to those used by most large corporations when dealing with
overdue customer accounts, including the mailing of statements and delinquency notices, personal contacts, the use of
outside collection agencies and civil litigation. Markers are generally legally enforceable instruments in the United States
and Macau. Markers are not legally enforceable instruments in some foreign countries, but the United States assets of
foreign customers may be reached to satisfy judgments entered in the United States. We consider the likelihood and
difficulty of enforceability, among other factors, when we issue credit to customers at our domestic resorts who are not
residents of the United States. MGM China performs background checks and investigates credit worthiness prior to issuing
credit. Refer to Note 2 for further discussion of our casino receivables and those due from customers residing in foreign
countries.
We maintain a loss reserve for casino accounts at all of our operating casino resorts. The provision for doubtful
accounts, an operating expense, increases the loss reserve. We regularly evaluate the loss reserve for casino accounts. At
domestic resorts where marker play is not significant, the loss reserve is generally established by applying standard reserve
percentages to aged account balances, which is supported by relevant historical analysis and any other known information
such as the current economic conditions that could drive losses. At domestic resorts where marker play is significant, we
apply standard reserve percentages to aged account balances under a specified dollar amount and specifically analyze the
collectability of each account with a balance over the specified dollar amount, based on the age of the account, the
customer’s current and expected future financial condition, collection history and current and expected future economic
conditions. MGM China specifically analyzes the collectability of casino receivables on an individual basis taking into
account the age of the account, the financial condition and the collection history of the customer or, historically, the gaming
promoter.
In addition to enforceability issues, the collectability of unpaid markers given by foreign customers at our domestic
resorts is affected by a number of factors, including changes in currency exchange rates and economic conditions in the
customers’ home countries. Because individual customer account balances can be significant, the loss reserve and the
provision can change significantly between periods, as information about a certain customer becomes known or as changes
in a region’s economy occur.
54
The following table shows key statistics related to our casino receivables, net of discounts:
Casino receivables
Loss reserve for casino accounts receivable
Loss reserve as a percentage of casino accounts receivable
December 31,
2021
2020
(In thousands)
$
380,907
$
260,998
117,539
107,723
31 %
41 %
Approximately $63 million and $54 million of casino receivables and $31 million and $18 million of the loss
reserve for casino accounts receivable relate to MGM China at December 31, 2021 and 2020, respectively. The loss reserve
as a percentage of casino accounts receivable decreased in the current year due to a decrease in specific reserves at our
domestic resorts, as well as the inclusion of Aria in the current year, which had a lower loss reserve compared to our other
domestic resorts due to the age of its outstanding receivables, partially offset by an increase in the loss reserve at MGM
China primarily due to an increase in its specific reserves. At December 31, 2021, a 100 basis-point change in the loss
reserve as a percentage of casino accounts receivable would change income before income taxes by $4 million.
Fixed Asset Capitalization and Depreciation Policies
Property and equipment are stated at cost. A significant amount of our property and equipment was acquired
through business combinations and was therefore recognized at fair value at the acquisition date. Maintenance and repairs
that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred.
Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. When we
construct assets, we capitalize direct costs of the project, including fees paid to architects and contractors, property taxes,
and certain costs of our design and construction subsidiaries. In addition, interest cost associated with major development
and construction projects is capitalized as part of the cost of the project. Interest is typically capitalized on amounts
expended on the project using the weighted average cost of our outstanding borrowings. Capitalization of interest starts
when construction activities begin and ceases when construction is substantially complete, or development activity is
suspended for more than a brief period.
We must make estimates and assumptions when accounting for capital expenditures. Whether an expenditure is
considered a maintenance expense, or a capital asset is a matter of judgment. When constructing or purchasing assets, we
must determine whether existing assets are being replaced or otherwise impaired, which also may be a matter of judgment.
In addition, our depreciation expense is highly dependent on the assumptions we make about our assets’ estimated useful
lives. We determine the estimated useful lives based on our experience with similar assets, engineering studies, and our
estimate of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an
asset, we account for the change prospectively.
Impairment of Long-lived Assets, Goodwill and Indefinite-lived Intangible Assets
We evaluate our property and equipment and other long-lived assets for impairment based on our classification as
held for sale or to be held and used. Several criteria must be met before an asset is classified as held for sale, including that
management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair
value and is actively seeking a buyer. For assets classified as held for sale, we recognize the asset at the lower of carrying
value or fair market value less costs of disposal, as estimated based on comparable asset sales, offers received, or a
discounted cash flow model. For assets to be held and used, we review for impairment whenever indicators of impairment
exist. We then compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the
asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows
do not exceed the carrying value, then an impairment is recorded based on the fair value of the asset. For operating assets,
fair value is typically measured using a discounted cash flow model whereby future cash flows are discounted using a
weighted average cost of capital, developed using a standard capital asset pricing model, based on guideline companies in
our industry. If an asset is still under development, future cash flows include remaining construction costs. All recognized
impairment losses, whether for assets to be held for sale or assets to be held and used, are recorded as operating expenses.
There are several estimates, assumptions and decisions in measuring impairments of long-lived assets. First,
management must determine the usage of the asset. To the extent management decides that an asset will be sold, it is more
likely that an impairment may be recognized. Assets must be tested at the lowest level for which identifiable cash flows
exist. This means that some assets must be grouped, and management has some discretion in the grouping of assets. Future
cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates.
55
On a quarterly basis, we review our major long-lived assets to determine if events have occurred or circumstances
exist that indicate a potential impairment. Potential factors which could trigger an impairment include underperformance
compared to historical or projected operating results, negative industry or economic factors, significant changes to our
operating environment, or changes in intended use of the asset group. We estimate future cash flows using our internal
budgets and probability weight cash flows in certain circumstances to consider alternative outcomes associated with
recoverability of the asset group, including potential sale. Historically, undiscounted cash flows of our significant operating
asset groups have exceeded their carrying values by a substantial margin. During 2019, we recorded a non-cash impairment
charge relating to the carrying value of Circus Circus Las Vegas and adjacent land. Refer to Note 16 for further discussion.
We review indefinite-lived intangible assets at least annually and between annual test dates in certain circumstances.
We perform our annual impairment test for indefinite-lived intangible assets in the fourth quarter of each fiscal year.
Indefinite-lived intangible assets consist primarily of license rights and trademarks. For our 2021 annual impairment tests,
we utilized the option to perform a qualitative (“step zero”) analysis for certain of our indefinite-lived intangibles and
concluded it was more likely than not that the fair values of such intangibles exceeded their carrying values by a substantial
margin. We elected to perform a quantitative analysis for the MGM Northfield Park gaming license in 2021 primarily using
the discounted cash flow approach, for which the fair value exceeded its carrying value by a substantial margin. As
discussed below, management makes significant judgments and estimates as part of these analyses. If certain future
operating results do not meet current expectations it could cause carrying values of the intangibles to exceed their fair
values in future periods, potentially resulting in an impairment charge.
We review goodwill at least annually and between annual test dates in certain circumstances. None of our reporting
units incurred any goodwill impairment charges in 2021. For our 2021 annual impairment tests, we utilized the option to
perform a step zero analysis for certain of our reporting units and concluded it was more likely than not that the fair values
of such reporting units exceeded their carrying values by a substantial margin. As discussed below, management makes
significant judgments and estimates as part of these analyses. If future operating results of our reporting units do not meet
current expectations it could cause carrying values of our reporting units to exceed their fair values in future periods,
potentially resulting in a goodwill impairment charge.
There are several estimates inherent in evaluating these assets for impairment. In particular, future cash flow
estimates are, by their nature, subjective and actual results may differ materially from our estimates. In addition, the
determination of multiples, capitalization rates and the discount rates used in the impairment tests are highly judgmental
and dependent in large part on expectations of future market conditions.
See Note 2 and Note 7 to the accompanying consolidated financial statements for further discussion of goodwill and
other intangible assets.
Impairment of Investments in Unconsolidated Affiliates
See Note 2 to the accompanying consolidated financial statements for discussion of our evaluation of other-than-
temporary impairment of investments in unconsolidated affiliates. During 2021 and 2020, we recorded $22 million and $64
million, respectively, in other-than-temporary impairment charges on equity method investments. Refer to Note 6 for
further discussion. Our investments in unconsolidated affiliates had no material impairments in 2019.
Income Taxes
We are subject to income taxes 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.
We recognize deferred tax assets and liabilities related to net operating losses, tax credit carryforwards and
temporary differences with future tax consequences. We reduce the carrying amount of deferred tax assets by a valuation
allowance if it is more likely than not such assets will not be realized. Accordingly, the need to establish valuation
allowances for deferred tax assets is assessed at each reporting period based on such "more-likely-than-not" realization
threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative
losses, forecasts of future profitability, the scheduled reversal of deferred tax liabilities, the duration of statutory
carryforward periods, and tax planning strategies.
We recorded a valuation allowance on the net deferred tax assets of our domestic jurisdictions of $2.7 billion as of
both December 31, 2021 and 2020, and a valuation allowance on certain net deferred tax assets of foreign jurisdictions of
$149 million and $156 million as of December 31, 2021 and 2020, respectively. We reassess the realization of deferred tax
assets each reporting period. In the event we were to determine that it is more likely than not that we will be unable to
56
realize all or part of our deferred tax assets in the future, we would increase the valuation allowance and recognize a
corresponding charge to earnings or other comprehensive income in the period in which we make such a determination.
Likewise, if we later determine that we are more likely than not to realize the deferred tax assets, we would reverse the
applicable portion of the previously recognized valuation allowance. In order for us to realize our deferred tax assets, we
must be able to generate sufficient taxable income in the jurisdictions in which the deferred tax assets are located.
Furthermore, we are subject to routine corporate income tax audits in many of these jurisdictions. We believe that
positions taken on our tax returns are fully supported, but tax authorities may challenge these positions, which may not be
fully sustained on examination by the relevant tax authorities. Accordingly, our income tax provision includes amounts
intended to satisfy assessments that may result from these challenges. Determining the income tax provision for these
potential assessments and recording the related effects requires management judgments and estimates. The amounts
ultimately paid on resolution of an audit could be materially different from the amounts previously included in our income
tax provision and, therefore, could have a material impact on our income tax provision, net income and cash flows.
Refer to Note 10 in the accompanying consolidated financial statements for further discussion relating to income
taxes.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
In addition to the inherent risks associated with our normal operations, we are also exposed to additional market
risks. Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates and
foreign currency exchange rates. Our primary exposure to market risk is interest rate risk associated with our variable rate
long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed rate
borrowings and short-term borrowings under our bank credit facilities and by utilizing interest rate swap agreements that
provide for a fixed interest payment on the Operating Partnership’s credit facility. A change in interest rates generally does
not have an impact upon our future earnings and cash flow for fixed-rate debt instruments. As fixed-rate debt matures,
however, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by
changes in interest rates. This effect would be realized in the periods subsequent to the periods when the debt matures. We
do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be
considered speculative positions.
As of December 31, 2021, variable rate borrowings represented approximately 3% of our total borrowings after
giving effect on the Operating Partnership’s borrowings for the currently effective interest rate swap agreements on which
the Operating Partnership pays a weighted average of 1.783% on a total notional amount of $700 million. Additionally, the
Operating Partnership has $900 million of notional amount of forward starting swaps that are not currently effective. The
following table provides additional information about the maturities of our debt subject to changes in interest rates,
excluding the effect of the Operating Partnership interest rate swaps discussed above:
2022
2023
2024
2025
2026
Thereafter
Total
(In millions except interest rates)
Debt maturing in
Fixed-rate
$ 1,000
$ 1,250
$ 1,800
$ 2,725
$ 1,650
$
4,026
$ 12,451
Average interest rate
7.8 %
6.0 %
5.5 %
5.6 %
5.2 %
4.9 %
5.5 %
Variable rate
$
—
$
50
$
360
$
—
$
—
$
—
$
410
Average interest rate
N/A
1.9 %
3.0 %
N/A
N/A
N/A
2.8 %
Fair Value
December 31,
2021
$
$
12,948
410
In addition to the risk associated with our variable interest rate debt, we are also exposed to risks related to changes
in foreign currency exchange rates, mainly related to MGM China and to our operations at MGM Macau and MGM Cotai.
While recent fluctuations in exchange rates have not been significant, potential changes in policy by governments or
fluctuations in the economies of the United States, China, Macau or Hong Kong could cause variability in these exchange
rates. We cannot assure you that the Hong Kong dollar will continue to be pegged to the U.S. dollar or the current peg rate
for the Hong Kong dollar will remain at the same level. The possible changes to the peg of the Hong Kong dollar may
result in severe fluctuations in the exchange rate thereof. For U.S. dollar denominated debt incurred by MGM China,
fluctuations in the exchange rates of the Hong Kong dollar in relation to the U.S. dollar could have adverse effects on our
financial position and results of operations. As of December 31, 2021, a 1% weakening of the Hong Kong dollar (the
functional currency of MGM China) to the U.S. dollar would result in a foreign currency transaction loss of $28 million.
57
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements:
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 34)
Consolidated Balance Sheets — December 31, 2021 and 2020
Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders’ Equity
Notes to Consolidated Financial Statements
Financial Statement Schedule:
Schedule II — Valuation and Qualifying Accounts
59
62
63
64
65
66
67
107
The financial information included in the financial statement schedule should be read in conjunction with the
consolidated financial statements. All other financial statement schedules have been omitted because they are not
applicable, or the required information is included in the consolidated financial statements or the notes thereto.
58
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of MGM Resorts International
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of MGM Resorts International and subsidiaries (the
“Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on
criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended
December 31, 2021, of the Company and our report dated February 25, 2022, expressed an unqualified opinion on those
financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Deloitte & Touche LLP
Las Vegas, Nevada
February 25, 2022
59
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of MGM Resorts International
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, 2021 and 2020, 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, 2021, and the
related notes and the financial statement schedule of Valuation and Qualifying Accounts included in Item 15(a)(2),
(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, 2021 and 2020, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles
generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated February 25, 2022, expressed an unqualified opinion on the Company's
internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matter
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.
Acquisition and Goodwill and Other Intangible Assets Valuation of CityCenter — Refer to Notes 1 and 4 to the
financial statements
On September 27, 2021, the Company completed the acquisition of the 50% ownership interest in CityCenter
Holdings, LLC (“CityCenter”) held by Infinity World Development Corp 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. The
Company accounted for the acquisition under the acquisition method of accounting for business combinations, and the fair
value was allocated to the assets acquired and liabilities assumed at the acquisition date, which included $180.0 million of
trademarks and $1.4 billion of goodwill. Management estimated the fair value of the trademarks using the relief from
royalty method, which is a specific discounted cash flow method. Goodwill was recognized as the excess of the cash
consideration and the acquisition-date fair value of the Company’s equity method investment over the identifiable assets
acquired and liabilities assumed.
The fair value determination of the trademarks required management to make significant estimates and assumptions
around expected cash flows and projected financial results, including forecasted revenues (collectively the “forecast”), as
60
well as the selection of discount rates. Changes to these assumptions and estimates could have a significant impact on the
fair value of the trademarks and the recognition of goodwill. Therefore, auditing the forecast and the selection of discount
rates involved a higher degree of auditor judgment and subjectivity, as well as an increased level of audit effort, including
the involvement of fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the forecast and selection of discount rates used by management to determine the fair
value of the acquired intangible assets and the reporting unit assigned goodwill included the following, among others:
• We tested the effectiveness of controls over determining the fair value of the tradename, including those over
management’s forecast and the selection of discount rates.
• We evaluated the assumptions and estimates included in the forecast by:
◦
◦
◦
◦
Comparing the forecasts to information included in the Company’s communications to the Board of
Directors, earnings and press releases, gaming industry reports, investor presentations, and analyst
reports for the Company and certain of its peer companies;
Comparing the forecasts to historical financial results;
Conducting inquiries with management; and
Evaluating whether the forecast was consistent with evidence obtained in other areas of the audit.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates by:
◦
◦
Testing the market-based source information underlying the determination of the discount rates and the
mathematical accuracy of the discount rate calculations.
Developing a range of independent estimates and comparing those to the discount rate selected by
management.
/s/ Deloitte & Touche LLP
Las Vegas, Nevada
February 25, 2022
We have served as the Company's auditor since 2002.
61
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
Current assets
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Inventories
Income tax receivable
Prepaid expenses and other
Total current assets
Property and equipment, net
Other assets
Investments in and advances to unconsolidated affiliates
Goodwill
Other intangible assets, net
Operating lease right-of-use assets, net
Other long-term assets, net
Total other assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable
Construction payable
Current portion of long-term debt
Accrued interest on long-term debt
Other accrued liabilities
Total current liabilities
Deferred income taxes, net
Long-term debt, net
Operating lease liabilities
Other long-term obligations
Commitments and contingencies (Note 12)
Redeemable noncontrolling interests
Stockholders' equity
Common stock, $0.01 par value: authorized 1,000,000,000 shares, issued and
outstanding 453,803,759 and 494,317,865 shares
Capital in excess of par value
Retained earnings
Accumulated other comprehensive loss
Total MGM Resorts International stockholders' equity
Noncontrolling interests
Total stockholders' equity
December 31,
2021
2020
$
4,703,059 $
5,101,637
500,000
583,915
96,374
273,862
258,972
—
316,502
88,323
243,415
200,782
6,416,182
5,950,659
14,435,493
14,632,091
967,044
3,480,997
3,616,385
11,492,805
490,210
1,447,043
2,091,278
3,643,748
8,286,694
443,421
20,047,441
15,912,184
$
40,899,116 $
36,494,934
$
263,097 $
23,099
1,000,000
172,624
1,983,444
3,442,264
2,439,364
11,770,797
11,802,464
319,914
142,523
30,149
—
138,832
1,545,079
1,856,583
2,153,016
12,376,684
8,390,117
472,084
147,547
66,542
4,538
1,750,135
4,340,588
(24,616)
6,070,645
4,906,121
4,943
3,439,453
3,091,007
(30,677)
6,504,726
4,675,182
10,976,766
11,179,908
$
40,899,116 $
36,494,934
The accompanying notes are an integral part of these consolidated financial statements.
62
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Revenues
Casino
Rooms
Food and beverage
Entertainment, retail and other
Reimbursed costs
Expenses
Casino
Rooms
Food and beverage
Entertainment, retail and other
Reimbursed costs
General and administrative
Corporate expense
Preopening and start-up expenses
Property transactions, net
Gain on REIT transactions, net
Gain on consolidation of CityCenter, net
Depreciation and amortization
Income from unconsolidated affiliates
Operating income (loss)
Non-operating income (expense)
Interest expense, net of amounts capitalized
Non-operating items from unconsolidated affiliates
Other, net
Income (loss) before income taxes
Benefit (provision) for income taxes
Net income (loss)
Year Ended December 31,
2021
2020
2019
$
5,362,912 $
2,871,720 $
6,517,759
1,690,037
1,391,605
1,009,503
226,083
9,680,140
2,551,169
600,942
1,034,780
617,635
226,083
2,507,239
422,777
5,094
830,382
696,040
518,991
244,949
2,322,579
2,145,247
1,477,200
436,887
5,162,082
12,899,672
1,701,783
419,156
674,118
412,705
244,949
2,122,333
460,148
84
3,623,899
829,677
1,661,626
1,051,400
436,887
2,101,217
464,642
7,175
275,802
(67,736)
93,567
—
(1,491,945)
(2,677,996)
(1,562,329)
—
1,150,610
7,486,264
84,823
1,210,556
5,847,454
42,938
—
1,304,649
9,078,978
119,521
2,278,699
(642,434)
3,940,215
(799,593)
(676,380)
(847,932)
(83,243)
(103,304)
(62,296)
65,941
(89,361)
(183,262)
(816,895)
(869,045)
(1,093,490)
1,461,804
(1,511,479)
2,846,725
(253,415)
191,572
(632,345)
1,208,389
(1,319,907)
2,214,380
Less: Net (income) loss attributable to noncontrolling interests
45,981
287,183
(165,234)
Net income (loss) attributable to MGM Resorts International
$
1,254,370 $
(1,032,724) $
2,049,146
Earnings (loss) per share
Basic
Diluted
Weighted average common shares outstanding
Basic
Diluted
$
$
2.44 $
2.41 $
(2.02) $
(2.02) $
3.90
3.88
481,930
487,356
494,152
494,152
524,173
527,645
The accompanying notes are an integral part of these consolidated financial statements.
63
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Net income (loss)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment
Unrealized gain (loss) on cash flow hedges
Other comprehensive income (loss)
Comprehensive income (loss)
Less: Comprehensive (income) loss attributable to noncontrolling
interests
Comprehensive income (loss) attributable to MGM Resorts
International
Year Ended December 31,
2020
2019
2021
$
1,208,389 $
(1,319,907) $
2,214,380
(24,655)
27,762
34,788
10,133
(79,365)
(51,603)
28,870
(29,505)
(635)
1,218,522
(1,371,510)
2,213,745
35,700
309,969
(168,447)
$
1,254,222 $
(1,061,541) $
2,045,298
The accompanying notes are an integral part of these consolidated financial statements.
64
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
activities:
Year Ended December 31,
2021
2020
2019
$
1,208,389 $
(1,319,907) $
2,214,380
Depreciation and amortization
Amortization of debt discounts, premiums and issuance costs
Loss on early retirement of debt
Provision for credit losses
Stock-based compensation
Property transactions, net
Gain on REIT transactions, net
Gain on consolidation of CityCenter, net
Noncash lease expense
Other investment gains
Loss (income) from unconsolidated affiliates
Distributions from unconsolidated affiliates
Deferred income taxes
Change in operating assets and liabilities:
Accounts receivable
Inventories
Income taxes receivable and payable, net
Prepaid expenses and other
Accounts payable and accrued liabilities
Other
Net cash provided by (used in) operating activities
Cash flows from investing activities
Capital expenditures
Dispositions of property and equipment
Proceeds from real estate transactions
Proceeds from sale of Circus Circus Las Vegas and adjacent land
Acquisitions, net of cash acquired
Investments in unconsolidated affiliates
Distributions from unconsolidated affiliates
Other
Net cash provided by investing activities
Cash flows from financing activities
Net repayments under bank credit facilities – maturities of 90 days or less
Issuance of long-term debt
Retirement of senior notes
Debt issuance costs
Proceeds from issuance of bridge loan facility
Issuance of MGM Growth Properties Class A shares, net
Dividends paid to common shareholders
Distributions to noncontrolling interest owners
Purchases of common stock
Other
Net cash provided by (used in) financing activities
Effect of exchange rate on cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash
Net increase for the period
Balance, beginning of period
Balance, end of period
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized
Federal, state and foreign income taxes paid, net
Non-cash investing and financing activities
Note receivable related to sale of Circus Circus Las Vegas and adjacent land
Investments in unconsolidated affiliates
MGP BREIT Venture assumption of bridge loan facility
1,150,610
40,328
37
21,852
65,183
(67,736)
—
(1,562,329)
188,917
(28,417)
(1,580)
99,370
241,947
(236,182)
3,107
(30,444)
(36,608)
442,626
(125,647)
1,373,423
(490,697)
106,600
3,888,431
—
(1,789,604)
(226,889)
9,694
46,110
1,543,645
(2,096,217)
749,775
—
(18,726)
—
792,851
(4,789)
(324,190)
(1,753,509)
(159,290)
(2,814,095)
(1,551)
1,210,556
34,363
126,462
71,422
106,956
93,567
(1,491,945)
—
183,399
—
60,366
86,584
18,347
960,099
14,705
(216,250)
(37)
(1,382,980)
(48,750)
(1,493,043)
(270,579)
6,136
2,455,839
—
—
(96,925)
63,960
873
2,159,304
(1,595,089)
3,550,000
(846,815)
(62,348)
1,304,625
524,704
(77,606)
(286,385)
(353,720)
(53,939)
2,103,427
2,345
1,304,649
38,972
198,151
39,270
88,838
275,802
(2,677,996)
—
71,784
—
(57,225)
299
595,046
(726,610)
6,522
1,259
7,567
465,602
(35,909)
1,810,401
(739,006)
2,578
4,151,499
652,333
(535,681)
(81,877)
100,700
(31,112)
3,519,434
(3,634,049)
3,250,000
(3,764,167)
(63,391)
—
1,250,006
(271,288)
(223,303)
(1,031,534)
(41,868)
(4,529,594)
2,601
$
$
$
101,422
5,101,637
5,203,059 $
2,772,033
2,329,604
5,101,637 $
802,842
1,526,762
2,329,604
705,680 $
43,018
639,718 $
8,543
— $
—
—
— $
802,000
1,304,625
826,970
28,493
133,689
62,133
—
The accompanying notes are an integral part of these consolidated financial statements.
65
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years ended December 31, 2021, 2020 and 2019
(In thousands)
Common Stock
Shares
Par Value
Capital in
Excess of Par
Value
Retained Earnings
(Accumulated
Deficit)
Accumulated Other
Comprehensive
Income (Loss)
Total MGM Resorts
International
Stockholders' Equity
Noncontrolling
Interests
Total
Stockholders
' Equity
527,480
$
5,275
$
4,092,085
$
2,423,479
$
(8,556) $
6,512,283
$
3,957,508
$ 10,469,791
Balances, January 1, 2019
Net income
Currency translation adjustment
Cash flow hedges
Stock-based compensation
Issuance of common stock pursuant to
stock-based compensation awards
Cash distributions to noncontrolling
interest owners
Dividends declared and paid to common
shareholders ($0.52 per share)
MGP dividend payable to Class A
shareholders
Issuance of restricted stock units
Repurchases of common stock
Adjustment of redeemable noncontrolling
interest to redemption value
Empire City acquisition
Empire City MGP transaction
MGP Class A share issuance
Park MGM Transaction
Northfield transaction
Other
—
—
—
—
2,150
—
—
—
—
—
—
—
—
20
—
—
—
—
—
—
—
83,897
(25,985)
—
—
—
1,546
(35,854)
(358)
(1,031,176)
—
9,372
—
—
—
—
—
—
94
—
—
—
—
—
(2,714)
265,671
(18,913)
150,464
(1,984)
21,681
(3,473)
Balances, December 31, 2019
503,148
5,031
3,531,099
Net loss
Currency translation adjustment
Cash flow hedges
Stock-based compensation
Issuance of common stock pursuant to
stock-based compensation awards
Cash distributions to noncontrolling
interest owners
Dividends declared and paid to common
shareholders ($0.1575 per share)
MGP dividend payable to Class A
shareholders
Issuance of restricted stock units
Repurchases of common stock
Adjustment of redeemable noncontrolling
interest to redemption value
MGP Class A share issuances
MGP BREIT Venture Transaction
Redemption of Operating Partnership units
Other
Balances, December 31, 2020
Net income (loss)
Currency translation adjustment
Cash flow hedges
Stock-based compensation
Issuance of common stock pursuant to
stock-based compensation awards
Cash distributions to noncontrolling
interest owners
Dividends declared and paid to common
shareholders ($0.01 per share)
MGP dividend payable to Class A
shareholders
—
—
—
—
2,031
—
—
—
—
—
—
—
—
21
—
—
—
—
—
—
—
100,907
(16,424)
—
—
—
2,142
(10,861)
(109)
(353,611)
—
—
—
—
—
—
—
—
—
—
35,520
64,188
(6,503)
83,859
(1,724)
494,318
4,943
3,439,453
—
—
—
—
2,574
—
—
—
—
—
—
—
25
—
—
—
—
—
—
59,492
(44,543)
—
—
—
Repurchases of common stock
(43,088)
(430)
(1,753,079)
Adjustment of redeemable noncontrolling
interest to redemption value
MGP Class A share issuances
Redemption of Operating Partnership units
MGM Springfield transaction
Other
Balances, December 31, 2021
—
—
—
—
—
—
—
—
—
—
(78,298)
99,934
171,332
(133,844)
(10,312)
2,049,146
—
—
—
—
—
(271,288)
—
—
—
—
—
—
—
—
—
—
4,201,337
(1,032,724)
—
—
—
—
—
(77,606)
—
—
—
—
—
—
—
—
3,091,007
1,254,370
—
—
—
—
—
(4,789)
—
—
—
—
—
—
—
—
16,125
(19,973)
—
—
—
—
—
—
—
—
—
195
1,512
16
(2)
481
(10,202)
—
15,711
(44,528)
—
—
—
—
—
—
—
—
646
(59)
8,773
(1,018)
(30,677)
—
(13,871)
13,723
—
—
—
—
—
—
—
3,240
5,327
—
(2,358)
2,049,146
156,141
2,205,287
16,125
(19,973)
83,897
12,745
(9,532)
4,941
28,870
(29,505)
88,838
(25,965)
—
(25,965)
—
(181,816)
(181,816)
(271,288)
—
(271,288)
—
1,546
(1,031,534)
(2,714)
265,765
(18,718)
151,976
(1,968)
21,679
(2,992)
(53,489)
—
—
—
—
23,745
(53,489)
1,546
(1,031,534)
(2,714)
265,765
5,027
1,049,582
1,201,558
2,496
(27,439)
772
528
(5,760)
(2,220)
7,727,265
4,935,654
12,662,919
(1,032,724)
(293,401)
(1,326,125)
15,711
(44,528)
100,907
12,051
(34,837)
6,049
27,762
(79,365)
106,956
(16,403)
—
(16,403)
—
(221,690)
(221,690)
(77,606)
—
(77,606)
—
2,142
(353,720)
35,520
64,834
(6,562)
92,632
(2,742)
6,504,726
1,254,370
(13,871)
13,723
59,492
(64,086)
—
—
—
442,717
8,287
(114,924)
(638)
(64,086)
2,142
(353,720)
35,520
507,551
1,725
(22,292)
(3,380)
4,675,182
11,179,908
(55,793)
(10,784)
21,065
5,691
1,198,577
(24,655)
34,788
65,183
(44,518)
—
(44,518)
—
(250,910)
(250,910)
(4,789)
—
(4,789)
—
(82,294)
(82,294)
(1,753,509)
(78,298)
103,174
176,659
(133,844)
(12,670)
—
—
(1,753,509)
(78,298)
656,361
759,535
(227,487)
172,749
2,341
(50,828)
38,905
(10,329)
453,804
$
4,538
$
1,750,135
$
4,340,588
$
(24,616) $
6,070,645
$
4,906,121
$ 10,976,766
The accompanying notes are an integral part of these consolidated financial statements
66
MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION
Organization. MGM Resorts International (together with its consolidated subsidiaries, unless otherwise indicated
or unless the context requires otherwise, the “Company”) is a Delaware corporation that acts largely as a holding company
and, through subsidiaries, owns and operates casino resorts.
As of December 31, 2021, the Company operates the following integrated casino, hotel and entertainment resorts in
Las Vegas, Nevada: Aria (including Vdara), Bellagio, MGM Grand Las Vegas (including The Signature), The Mirage,
Mandalay Bay, Luxor, New York-New York, Park MGM, and Excalibur. The Company also operates MGM Grand Detroit
in Detroit, Michigan, MGM National Harbor in Prince George’s County, Maryland, MGM Springfield in Springfield,
Massachusetts, Borgata in Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in
Northfield Park, Ohio, and the following resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike Tunica in Tunica.
Additionally, the Company operates The Park, a dining and entertainment district located between New York-New York
and Park MGM, and the Company owns and operates Shadow Creek, an exclusive world-class golf course located
approximately ten miles north of its Las Vegas Strip Resorts and Fallen Oak golf course in Saucier, Mississippi.
MGM Growth Properties LLC (“MGP”), a consolidated subsidiary of the Company, is organized as an umbrella
partnership REIT (commonly referred to as an UPREIT) structure in which substantially all of its assets are owned by and
substantially all of its business is conducted through MGM Growth Properties Operating Partnership LP (the “Operating
Partnership”). MGP has two classes of authorized and outstanding voting common shares (collectively, the “shares”): Class
A shares and a single Class B share. The Company owns MGP’s Class B share, which does not provide its holder any
rights to profits or losses or any rights to receive distributions from operations of MGP or upon liquidation or winding up
of MGP. MGP’s Class A shareholders are entitled to one vote per share, while the Company, as the owner of the Class B
share, holds a controlling interest in MGP as it is entitled to an amount of votes representing a majority of the total voting
power of MGP’s shares so long as the Company and its controlled affiliates’ (excluding MGP) aggregate beneficial
ownership of the combined economic interests in MGP and the Operating Partnership does not fall below 30%. The
Company and MGP each hold Operating Partnership units representing limited partner interests in the Operating
Partnership. The general partner of the Operating Partnership is a wholly owned subsidiary of MGP. The Operating
Partnership units held by the Company are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the
Fair Market Value of a Class A share (as defined in the Operating Partnership's partnership agreement). The determination
of settlement method is at the option of MGP’s independent conflicts committee. As of December 31, 2021, the Company
owned 41.5% of the Operating Partnership units, and MGP held the remaining 58.5% ownership interest in the Operating
Partnership.
The Company leases 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 agreement between a subsidiary of the Company and a
subsidiary of the Operating Partnership. The Company leases the real estate assets of Bellagio pursuant to a lease
agreement between a subsidiary of the Company and a venture that is 5% owned by such subsidiary and 95% owned by a
subsidiary of Blackstone Real Estate Income Trust, Inc. (“BREIT”, and such venture, the “Bellagio BREIT Venture”).
Additionally, the Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas, pursuant to a lease
agreement between a subsidiary of the Company and a venture that is 50.1% owned by a subsidiary of the Operating
Partnership and 49.9% by a subsidiary of BREIT (such venture, the “MGP BREIT Venture”). Further, the Company leases
the real estate assets of Aria (including Vdara) pursuant to a lease agreement between a subsidiary of the Company and
funds managed by The Blackstone Group ("Blackstone"), as further discussed below. Refer to Note 11 for further
discussion of the leases.
In January 2019, the Company acquired the real property and operations associated with the Empire City Casino's
racetrack and casino ("Empire City"). Subsequently, MGP acquired the developed real property associated with Empire
City from the Company and Empire City was added to the master lease between the Company and MGP. Refer to Note 4
and Note 18 for additional information.
In March 2019, the Company entered into an amendment to the master lease with respect to improvements made by
the Company related to the rebranding of the Park MGM and NoMad Las Vegas. Refer to Note 18 for additional
information on this transaction, which eliminates in consolidation.
In April 2019, the Company acquired the membership interests of Northfield Park Associates, LLC ("Northfield")
from MGP and MGP retained the associated real estate assets. The Company then rebranded the property to MGM
67
Northfield Park, and added it to the master lease between the Company and MGP. Refer to Note 18 for additional
information.
On November 15, 2019, Bellagio BREIT Venture was formed, which acquired the Bellagio real estate assets from
the Company and leased such assets back to the Company pursuant to a lease agreement. In exchange for the contribution
of the real estate assets, the Company received total consideration of $4.25 billion, which consisted of a 5% equity interest
in the venture and cash of approximately $4.2 billion. The Company recorded a gain of $2.7 billion related to sale of the
Bellagio real estate assets, recorded in “Gain on REIT transactions, net” in the consolidated statements of operations, which
primarily reflects the difference between the carrying value of the real estate assets sold and the consideration received.
The Company also provides a shortfall guarantee of the principal amount of indebtedness of the debt of Bellagio BREIT
Venture’s $3.01 billion of debt (and any interest accrued and unpaid thereon). Refer to Note 11 and Note 12 for additional
information relating to the lease and guarantee, respectively.
In December 2019, the Company completed the sale of Circus Circus Las Vegas and adjacent land. See Note 16 for
additional information related to this transaction.
On February 14, 2020, the Company completed a series of transactions (collectively the “MGP BREIT Venture
Transaction”) pursuant to which the real estate assets of MGM Grand Las Vegas and Mandalay Bay (including Mandalay
Place) were contributed to the newly formed MGP BREIT Venture. In exchange for the contribution of the real estate
assets, the Company received total consideration of $4.6 billion, which was comprised of $2.5 billion of cash, $1.3 billion
of the Operating Partnership’s secured indebtedness assumed by MGP BREIT Venture, and the Operating Partnership’s
50.1% equity interest in MGP BREIT Venture. In addition, the Operating Partnership issued approximately 3 million
Operating Partnership units to the Company representing 5% of the equity value of MGP BREIT Venture. The Company
recorded the difference between consideration received of $2.5 billion and the carrying value of the MGM Grand Las
Vegas real estate assets of $733 million and selling costs of $27 million as a net gain on sale of assets of $1.7 billion, which
is reflected within “Gain on REIT transactions, net” in the consolidated statements of operations. The Company also
recorded the difference between consideration received of $2.1 billion and the carrying value of the Mandalay Bay real
estate assets of $2.3 billion and selling costs of $10 million as a net loss on sale of assets of $252 million, which is reflected
within “Gain on REIT transactions, net” in the consolidated statements of operations. In connection with the transactions,
the Company provides a shortfall guarantee of the principal amount of indebtedness of MGP BREIT Venture (and any
interest accrued and unpaid thereon) as further discussed in Note 12. On the closing date, BREIT also purchased
approximately 5 million MGP Class A shares for $150 million.
In connection with the MGP BREIT Venture Transaction, MGP BREIT Venture entered into a lease with a
subsidiary of the Company for the real estate assets of Mandalay Bay and MGM Grand Las Vegas as further discussed in
Note 11. Additionally, the master lease with MGP was modified to remove the Mandalay Bay property and the annual cash
rent under the MGP master lease was reduced by $133 million, as further discussed in Note 18.
Also, on January 14, 2020, the Company, the Operating Partnership, and MGP entered into an agreement for the
Operating Partnership to waive its right following the closing of the MGP BREIT Venture Transaction to issue MGP Class
A shares, in lieu of cash, to the Company in connection with the Company exercising its right to require the Operating
Partnership to redeem Operating Partnership units that the Company holds, at a price per unit equal to a 3% discount to the
ten day average closing price prior to the date of the notice of redemption. The waiver was effective upon closing of the
transaction on February 14, 2020 and was scheduled to terminate on the earlier of February 14, 2022 or upon the
Company’s receipt of cash proceeds of $1.4 billion as consideration for the redemption of the Company’s Operating
Partnership units. On May 18, 2020, the Operating Partnership redeemed approximately 30 million Operating Partnership
units that the Company held for $700 million, or $23.10 per unit, and on December 2, 2020, the Operating Partnership
redeemed approximately 24 million of the Operating Partnership units that the Company held for the remaining $700
million, or $29.78 per unit. As a result, the waiver terminated in accordance with its terms.
On March 4, 2021, certain subsidiaries of the Company delivered a notice of redemption to MGP covering
approximately 37 million Operating Partnership units that they held, as further discussed in Note 13.
On August 4, 2021, the Company entered into an agreement with VICI Properties, Inc. (“VICI”) and MGP whereby
VICI will acquire MGP in a stock-for-stock transaction (such transaction, the “VICI Transaction”). Pursuant to the
agreement, MGP Class A shareholders will receive 1.366 shares of newly issued VICI stock in exchange for each MGP
Class A share outstanding and the Company will receive 1.366 units of the new VICI operating partnership (“VICI OP”) in
exchange for each Operating Partnership unit held by the Company. The fixed exchange ratio represents an agreed upon
price of $43 per share of MGP Class A share to the five-day volume weighted average price of VICI stock as of the close
of business on July 30, 2021. In connection with the exchange, VICI OP will redeem the majority of the Company’s VICI
OP units for cash consideration of $4.4 billion, with the Company retaining an approximate $370 million ownership
68
interest in the VICI OP (based upon the close price of VICI stock as of August 3, 2021). MGP’s Class B share that is held
by the Company will be cancelled. As part of the transaction, the Company will enter into an amended and restated master
lease with VICI. The new master lease will have an initial term of 25 years, with three 10-year renewals, and initial annual
rent of $860 million, escalating annually at a rate of 2% per annum for the first 10 years and thereafter equal to the greater
of 2% and the CPI increase during the prior year subject to a cap of 3%. The transaction is expected to close in the first half
of 2022, subject to customary closing conditions, regulatory approvals, and approval by VICI stockholders (which was
obtained on October 29, 2021).
On September 26, 2021, the Company entered into an agreement to acquire the operations of The Cosmopolitan of
Las Vegas ("The Cosmopolitan") for cash consideration of $1.625 billion, subject to customary working capital
adjustments. Pursuant to the agreement, the Company is obligated to use its reasonable best efforts to obtain the requisite
antitrust and gaming regulatory approvals. The agreement may be terminated by either party if the transaction has not
closed on or before June 26, 2022, which date may be extended by either party to a date on or prior to September 26, 2022
under certain circumstances. The agreement contemplates a reverse termination fee of $500 million that is payable by the
Company in the event that the parties are unable to obtain antitrust or gaming regulatory approval. Additionally, the
Company will enter into a lease agreement for the real estate assets of The Cosmopolitan. The Cosmopolitan lease will
have an initial term of 30 years with three subsequent 10-year renewal periods, exercisable at the Company’s option. The
initial term of the lease provides for an initial annual cash rent of $200 million with a fixed 2% 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%. Additionally, the lease will require the Company to spend a specified percentage of net revenues over a rolling 5-year
period at the property on capital expenditures and for the Company to comply with certain financial covenants, which, if
not met, would require the Company to maintain cash security or one or more letters of credit in favor of the landlord in an
amount equal to rent for the succeeding 1-year period. The transaction is expected to close in the first half of 2022, subject
to regulatory approvals and other customary closing conditions.
On September 27, 2021, the Company completed the acquisition of the 50% ownership interest in CityCenter
Holdings, LLC ("CityCenter") held by Infinity World Development Corp ("Infinity World"), a wholly owned subsidiary of
Dubai World, a Dubai, United Arab Emirates government decree entity. CityCenter is located between Bellagio and Park
MGM and consists of Aria, an integrated casino, hotel and entertainment resort; and Vdara, a luxury condominium-hotel.
Refer to Note 4 for additional information on this acquisition.
On September 28, 2021, the Company sold the real estate assets of Aria (including Vdara) to funds managed by The
Blackstone Group Inc. ("Blackstone") for cash consideration of $3.89 billion and entered into a lease through which the
real property is leased back to a subsidiary of the Company, as further discussed in Note 11.
On October 29, 2021, MGP acquired the real estate assets of MGM Springfield from the Company and MGM
Springfield was added to the MGP master lease between the Company and MGP through which MGP leases back the real
property to a subsidiary of the Company. Transactions with MGP, including transactions under the MGP master lease, have
been eliminated in the Company’s consolidation of MGP. Refer to Note 18 for additional information.
On December 13, 2021, the Company entered into an agreement to sell the operations of The Mirage to an affiliate
of Seminole Hard Rock Entertainment, Inc. ("Hard Rock") for cash consideration of $1.075 billion, subject to certain
purchase price adjustments. Pursuant to the agreement, Hard Rock is obligated to use its reasonable best efforts to obtain
the requisite antitrust and gaming regulatory approvals. The agreement may be terminated by either party if the closing has
not occurred on or before December 13, 2022, which date may be extended by either party to March 13, 2023 under certain
circumstances. The agreement contemplates a reverse termination fee of $322.5 million that is payable by Hard Rock to the
Company in the event that the parties are unable to obtain antitrust or gaming regulatory approval. Upon closing, the
master lease between the Company and VICI (or MGP in the event that the VICI Transaction is terminated) will be
amended and restated to reflect a $90 million reduction in annual cash rent. The transaction is expected to close during the
second half of 2022, subject to certain closing conditions, including, but not limited to, the consummation or termination of
the VICI Transaction and receipt of regulatory approvals.
The Company has an approximate 56% controlling interest in MGM China Holdings Limited (together with its
subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”). MGM Grand Paradise
owns and operates the MGM Macau and MGM Cotai, two integrated casino, hotel and entertainment resorts in Macau, as
well as the related gaming subconcession and land concessions.
Gaming in Macau is currently administered by the Macau Government through concessions awarded to three
different concessionaires and three subconcessionaires, of which a subsidiary of MGM China, MGM Grand Paradise, is a
subconcessionaire. In 2019, the expiration of MGM Grand Paradise’s subconcession term was extended from March 31,
2020 to June 26, 2022, consistent with the expiration of the other concessionaires and subconcessionaires. Pursuant to the
69
Macau gaming law, upon reaching the maximum duration of 20 years, the term of the concessions may be extended one or
more times by order of the Chief Executive, which period may not exceed, in total, 5 years. On January 14, 2022, the
Macau Government disclosed the content of a bill to amend Macau gaming law, which followed a 45-day public
consultation process regarding draft amendment proposals that were issued in September 2021. Under the bill the existing
subconcessions will be discontinued and a maximum of six concessions will be awarded for a term to be specified in the
concession contract that may not exceed 10 years and which may be extended by three years under certain circumstances.
The bill is subject to debate and approval by the Macau Legislative Assembly. The approval of the new gaming law bill
will precede the public tender for the awarding of new gaming concessions and to date the Macau Government has
provided no indication as to whether the public tender will take place before expiry of the existing gaming concessions and
subconcessions but acknowledged that it could consider the extension of the existing concessions and subconcessions
beyond their current term if the public tender is held at a later date. Unless MGM Grand Paradise's gaming subconcession
is extended or legislation with regard to reversion of casino premises is amended the casino area premises and gaming-
related equipment subject to reversion will automatically be transferred to the Macau Government upon expiration, and
MGM China will cease to generate any revenues from such gaming operations. In addition, certain events relating to the
loss, termination, rescission, revocation or modification of MGM Grand Paradise’s gaming subconcession in Macau, where
such events have a material adverse effect on the financial condition, business, properties, or results of operations of MGM
China, taken as a whole, may result in a special put option triggering event under MGM China’s senior notes and in an
event of default under MGM China’s revolving credit facilities. MGM China continues to closely monitor developments
regarding the retendering process or concession extensions including the issuance of guidance by the Macau Government.
MGM China intends to respond proactively to all relevant Macau Government requirements when known relating to the
process. Management cannot provide any assurance that the gaming subconcession will be extended beyond the current
term or that it will be able to obtain a gaming concession in a public tender; however, management believes that MGM
Grand Paradise will be successful in obtaining a gaming concession when a public tender is held.
The Company owns 50% of BetMGM, LLC (“BetMGM”), which provides online sports betting and iGaming in
certain jurisdictions in the United States. The other 50% of BetMGM is owned by Entain plc.
The Company has three reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China. See
Note 17 for additional information about the Company’s segments.
Financial Impact of COVID-19. The spread of the novel 2019 coronavirus (“COVID-19”) and developments
surrounding the global pandemic have had a significant impact on the Company’s business, financial condition, results of
operations and cash flows in 2020 and 2021 and may continue to impact the Company's business in 2022 and thereafter. In
March 2020, all of the Company’s domestic properties were temporarily closed pursuant to state and local government
restrictions imposed as a result of COVID-19. Throughout the second and third quarters of 2020, all of the Company’s
properties that were temporarily closed re-opened to the public, with temporary re-closures and re-openings occurring for
certain of the Company’s properties or portions thereof into the first quarter of 2021. Upon re-opening, the properties
continued to operate without certain amenities and subject to certain occupancy limitations, with restrictions varying by
jurisdiction. Beginning in the latter part of the first quarter of 2021 and continuing into the second quarter of 2021, the
Company’s domestic jurisdictions eased and removed prior operating restrictions, including capacity and occupancy limits,
as well as social distancing policies.
Although all of the Company’s properties have re-opened, in light of the unpredictable nature of the pandemic,
including the emergence and spread of COVID-19 variants, the properties may be subject to new operating restrictions and/
or temporary, complete, or partial shutdowns in the future. At this time, the Company cannot predict whether jurisdictions,
states or the federal government will adopt similar or more restrictive measures in the future than in the past, including
stay-at-home orders or the temporary closure of all or a portion of the Company’s properties as a result of the pandemic.
In Macau, following a temporary closure of the Company’s properties on February 5, 2020, operations resumed on
February 20, 2020, subject to certain health safeguards, such as limiting the number of seats available at each table game,
slot machine spacing, reduced operating hours at a number of restaurants and bars, temperature checks, and mask
protection. Although the issuance of tourist visas (including the individual visit scheme) for residents of Zhuhai,
Guangdong Province and all other provinces in mainland China to travel to Macau resumed on August 12, 2020, August
26, 2020 and September 23, 2020, respectively, several travel and entry restrictions in Macau, Hong Kong and mainland
China remain in place (including the temporary suspension of ferry services between Hong Kong and Macau, the negative
nucleic acid test result certificate, and mandatory quarantine requirements for returning residents, for visitors from Hong
Kong, Taiwan, and certain regions in mainland China, and bans on entry on other visitors), which significantly impacted
visitation to the Company’s Macau properties. In the third and fourth quarters of 2021, local COVID-19 cases were
identified in Macau. Upon such occurrences, a state of immediate prevention was declared and mass mandatory nucleic
acid testing was imposed in Macau, the validity period of negative test results for re-entry into mainland China was
shortened and quarantine requirements were imposed, certain events were cancelled or suspended, and in some instances,
70
certain entertainment and leisure facilities were closed throughout Macau. Although gaming and hotel operations have
remained open during these states of immediate prevention, such measures have had a negative effect on the Company's
operations and it is uncertain whether further closures, including the closure of the Company’s properties, or travel
restrictions to Macau will be implemented if additional local COVID-19 cases are identified.
NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation. The Company evaluates entities for which control is achieved through means other
than voting rights to determine if it is the primary beneficiary of a variable interest entity (“VIE”). A VIE is an entity in
which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities
of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is
insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the
primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the
activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb
losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its
investment in a VIE when it determines that it is its primary beneficiary. For these VIEs, the Company records a
noncontrolling interest in the consolidated balance sheets. The Company may change its original assessment of a VIE upon
subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the
entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The
Company performs this analysis on an ongoing basis.
Management has determined that MGP is a VIE because the Class A equity investors as a group lack the power
through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic
performance. The Company has determined that it is the primary beneficiary of MGP and consolidates MGP because (i) its
ownership of MGP’s single Class B share entitles it to a majority of the total voting power of MGP’s shares, and (ii) the
exchangeable nature of the Operating Partnership units owned provide the Company the right to receive benefits from
MGP that could potentially be significant to MGP. The Company has recorded MGP’s ownership interest in the Operating
Partnership as noncontrolling interest in the Company’s consolidated financial statements. As of December 31, 2021, on a
consolidated basis MGP had total assets of $10.4 billion, primarily related to its real estate investments, and total liabilities
of $5.1 billion, primarily related to its indebtedness.
Management has determined that Bellagio BREIT Venture is a VIE because the equity holders as a group lack the
power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s
economic performance. The Company has determined that it is not the primary beneficiary of Bellagio BREIT Venture
and, accordingly, does not consolidate the venture, because the Company does not have power to direct the activities that
could potentially be significant to the venture; BREIT, as the managing member, has such power. The Company has
recorded its 5% ownership interest in Bellagio BREIT Venture as an investment in unconsolidated affiliates in the
Company’s consolidated financial statements, for which such amount was $58 million as of December 31, 2021. The
Company’s maximum exposure to loss as a result of its involvement with Bellagio BREIT Venture is equal to the carrying
value of its investment, assuming no future capital funding requirements, plus the exposure to loss resulting from the
Company’s guarantee of the debt of Bellagio BREIT Venture, which guarantee is immaterial as of December 31, 2021, as
further discussed in Note 12.
For entities determined not to be a VIE, the Company consolidates such entities in which the Company owns 100%
of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the
entity under the voting interest model if it has a controlling financial interest based upon the terms of the respective
entities’ ownership agreements, such as MGM China. 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 accounts for the entity under the equity method, such as the
Company’s investments in MGP BREIT Venture and BetMGM, which do not qualify for consolidation as the Company
has joint control, given the entities are 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 entities, as
defined in ASC 810.
For equity interests in entities in which the Company does not have significant influence, the Company records its
equity investment under ASC 321 and reflects such investments within “Other long-term assets, net” on the consolidated
balance sheets. The fair value of such equity investments was $66 million as of December 31, 2021.
Reclassifications. Certain reclassifications have been made to conform the prior period presentation.
71
Management’s use of estimates. The consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America. These principles require the Company’s
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Fair value measurements. Fair value measurements affect the Company’s accounting and impairment assessments
of its long-lived assets, investments in unconsolidated affiliates or equity interests, assets acquired, and liabilities assumed
in an acquisition, and goodwill and other intangible assets. Fair value measurements also affect the Company’s accounting
for certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured
according to a hierarchy that includes: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are
observable inputs for similar assets; or Level 3 inputs, which are unobservable inputs. The Company used the following
inputs in its fair value measurements:
•
•
•
•
•
Level 1 inputs when measuring its equity investments under ASC 321;
Level 1 and Level 2 inputs for its long-term debt fair value disclosures. See Note 9;
Level 2 inputs when measuring the Operating Partnership’s fair value of its interest rate swaps. See Note 9;
Level 1, Level 2, and Level 3 inputs when assessing the fair value of assets acquired and liabilities assumed in the
CityCenter acquisition. See Note 4; and
Level 2 and Level 3 inputs when assessing the fair value of the note receivable relating to the Circus Circus Las
Vegas and adjacent land sale. See Note 16.
Cash and cash equivalents. Cash and cash equivalents include cash on hand, investments and interest-bearing
instruments with maturities of 90 days or less at the date of acquisition. Such investments are carried at cost, which
approximates market value. Book overdraft balances resulting from the Company’s cash management program are
recorded as “Accounts payable” or “Construction payable” as applicable.
Restricted cash. Restricted cash reflects cash held in an escrow account related to the reverse termination fee that
was contractually required to be prefunded for The Cosmopolitan acquisition and is reflected as "Restricted Cash" on the
consolidated balance sheets as of December 31, 2021. "Restricted Cash" and "Cash and cash equivalents" on the
consolidated balance sheets as of December 31, 2021 equal "Cash, cash equivalents, and restricted cash" on the
consolidated statements of cash flows.
Accounts receivable and credit risk. Financial instruments that potentially subject the Company to concentrations
of credit risk consist primarily of casino accounts receivable. The Company issues credit following background checks and
investigations of creditworthiness. At December 31, 2021 and 2020, approximately 43% and 52%, respectively, of the
Company’s gross casino accounts receivable were owed by customers from foreign countries, primarily within Asia.
Business or economic conditions or other significant events in these countries could affect the collectability of such
receivables.
Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off
when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when
received. An estimated loss reserve is maintained to reduce the Company’s receivables to their net carrying amount, which
approximates fair value. The loss reserve is estimated based on both a specific review of customer accounts as well as
historical collection experience and current and expected future economic and business conditions. Management believes
that as of December 31, 2021, no significant concentrations of credit risk existed for which a loss reserve had not already
been recorded.
Inventories. Inventories consist primarily of food and beverage, retail merchandise and operating supplies, and are
stated at the lower of cost or net realizable value. Cost is determined primarily using the average cost method for food and
beverage and operating supplies. Cost for retail merchandise is determined using the cost method.
Property and equipment. Property and equipment are stated at cost. A significant amount of the Company’s
property and equipment was acquired through business combinations and therefore recognized at fair value at the
acquisition date. Gains or losses on dispositions of property and equipment are included in the determination of income or
loss. Maintenance costs are expensed as incurred.
72
Property and equipment are generally depreciated over the following estimated useful lives on a straight-line basis:
Buildings and improvements
Land improvements
Furniture and fixtures
Equipment
15 to 40 years
10 to 20 years
3 to 20 years
3 to 15 years
The Company evaluates its property and equipment and other long-lived assets for impairment based on its
classification as held for sale or to be held and used. Several criteria must be met before an asset is classified as held for
sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in
relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the
lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received,
or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators
of impairment exist. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to
the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the
undiscounted cash flows do not exceed the carrying value, then an impairment charge is recorded based on the fair value of
the asset, typically measured using a discounted cash flow model. If an asset is still under development, future cash flows
include remaining construction costs. All recognized impairment losses, whether for assets held for sale or assets to be held
and used, are recorded as operating expenses. Refer to Note 16 for discussion on the impairment loss recorded on Circus
Circus Las Vegas and adjacent land in 2019.
Capitalized interest. The interest cost associated with major development and construction projects is capitalized
and included in the cost of the project. When no debt is incurred specifically for a project, interest is capitalized on amounts
expended on the project using the weighted average cost of the Company’s outstanding borrowings. Capitalization of
interest ceases when the project is substantially complete, or development activity is suspended for more than a brief
period.
Investments in and advances to unconsolidated affiliates. 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. 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.
The Company evaluates its investments in unconsolidated affiliates for impairment whenever events or changes in
circumstances indicate that the carrying value of its investment may have experienced an other-than-temporary decline in
value. If such conditions exist, the Company compares the estimated fair value of the investment to its carrying value to
determine if an impairment is indicated and determines whether the impairment is “other-than-temporary” based on its
assessment of all relevant factors, including consideration of the Company’s intent and ability to retain its investment. The
Company estimates fair value using a discounted cash flow analysis based on estimated future results of the investee and
market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value
multiples based on a range of multiples from the Company’s peer group.
Goodwill and other intangible assets. Goodwill represents the excess of purchase price over fair market value of
net assets acquired in business combinations. Goodwill and indefinite-lived intangible assets must be reviewed for
impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual
impairment tests in the fourth quarter of each fiscal year. No material impairments were indicated or recorded as a result of
the annual impairment review for goodwill and indefinite-lived intangible assets in 2021, 2020, and 2019.
Accounting guidance provides entities the option to perform a qualitative assessment of goodwill and indefinite-
lived intangible assets (commonly referred to as “step zero”) in order to determine whether further impairment testing is
necessary. 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
73
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.
Under the quantitative analysis, goodwill for relevant reporting units is tested for impairment using a discounted
cash flow analysis based on the estimated future results of the Company’s reporting units discounted using market discount
rates and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise
value multiples based on a range of multiples from the Company’s peer group. If the fair value of the reporting unit is less
than its carrying value, an impairment charge is recognized equal to the difference. Under the quantitative analysis, license
rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the
relief-from-royalty method. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an
impairment loss is recognized equal to the difference.
Revenue recognition. The Company’s revenue from contracts with customers consists of casino wagers
transactions, hotel room sales, food and beverage transactions, entertainment shows, and retail transactions.
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. 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.
For casino wager transactions that include other goods and services provided by the Company to gaming patrons on
a discretionary basis to incentivize gaming, the Company allocates revenue from the casino wager transaction to the good
or service delivered based upon standalone selling price (“SSP”). Discretionary goods and services provided by the
Company and supplied by third parties are recognized as an operating expense.
For casino wager transactions that include incentives earned by customers under the Company’s loyalty programs,
the Company allocates a portion of net win based upon the SSP of such incentive (less estimated breakage). This allocation
is deferred and recognized as revenue when the customer redeems the incentive. When redeemed, revenue is recognized in
the department that provides the goods or service. Redemption of loyalty incentives at third-party outlets are deducted from
the loyalty liability and amounts owed are paid to the third party, with any discount received recorded as other revenue.
After allocating revenue to other goods and services provided as part of casino wager transactions, the Company records
the residual amount to casino revenue.
The transaction price of rooms, food and beverage, and retail contracts is the net amount collected from the
customer for such goods and services. The transaction price for such contracts is recorded as revenue when the good or
service is transferred to the customer over their stay at the hotel or when the delivery is made for the food & beverage and
retail & other contracts. 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.
Contract and Contract-Related Liabilities. There may be a difference between the timing of cash receipts from the
customer and the recognition of revenue, resulting in a contract or contract-related liability. The Company generally has
three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts
owed in exchange for gaming chips held by a customer, (2) loyalty program obligations, which represents the deferred
allocation of revenue relating to loyalty program incentives earned, as discussed above, and (3) customer advances and
other, which is primarily funds deposited by customers before gaming play occurs (“casino front money”) and advance
payments on goods and services yet to be provided such as advance ticket sales and deposits on rooms and convention
space or for unpaid wagers. These liabilities are generally expected to be recognized as revenue within one year of being
purchased, earned, or deposited and are recorded within “Other accrued liabilities” on the consolidated balance sheets.
74
The following table summarizes the activity related to contract and contract-related liabilities:
Outstanding Chip Liability
Loyalty Program
Customer Advances and
Other
2021
2020
2021
2020
2021
2020
(in thousands)
Balance at January 1
$
212,671 $
314,570 $
139,756 $
126,966 $
382,287 $
481,095
Balance at December 31
176,219
212,671
144,465
139,756
640,001
382,287
Increase / (decrease)
$
(36,452) $
(101,899) $
4,709 $
12,790 $
257,714 $
(98,808)
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 related primarily to the Company’s management of CityCenter (such management
agreement was terminated upon the acquisition of CityCenter in September 2021).
Revenue by source. The Company presents the revenue earned disaggregated by the type or nature of the good or
service (casino, room, food and beverage, and entertainment, retail and other) and by relevant geographic region within
Note 17.
Leases. The Company determines if an arrangement is or contains a lease at inception or modification of the
arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an
identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset
means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the
right to direct the use of the asset.
The Company classifies a lease with terms greater than twelve months as either operating or finance. At
commencement date, the right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the
future minimum lease payments over the lease term. The initial measurement of the operating lease ROU assets also
includes any prepaid lease payments and are reduced by any previously accrued deferred rent. When available, such as for
the Company’s triple-net operating leases for which the lessor has provided its implicit rate or provided the assumptions
required for the Company to readily determine the rate implicit in the lease, the Company uses the rate implicit in the lease
to discount lease payments to present value. However, for most of the Company’s leases, such as its equipment leases, the
Company cannot readily determine the implicit rate. Accordingly, the Company uses its incremental borrowing rate to
discount the lease payments for such leases based on the information available at the commencement date. Lease terms
include options to extend or terminate the lease when it is reasonably certain that such option will be exercised. The
Company’s triple-net operating leases each contain renewal periods at the Company’s option, each of which are not
considered to be reasonably certain of being exercised. Many of the Company’s leases include fixed rental escalation
clauses that are factored into the determination of lease payments. For operating leases, lease expense for minimum lease
payments is recognized on a straight-line basis over the expected lease term. For finance leases, the ROU asset depreciates
on a straight-line basis over the shorter of the lease term or useful life of the ROU asset and the lease liability accretes
interest based on the interest method using the discount rate determined at lease commencement.
Refer to Note 11 for discussion of leases under which the Company is a lessee. The master lease agreement with
MGP is eliminated in consolidation; refer to Note 18 for further discussion of the master lease with MGP.
The Company is a lessor under certain other lease arrangements. Lease revenues earned by the Company from third
parties are classified within the line item corresponding to the type or nature of the tenant’s good or service. Lease revenues
from third-party tenants include $43 million, $24 million and $53 million recorded within food and beverage revenue for
2021, 2020 and 2019, respectively, and $85 million, $60 million and $89 million recorded within entertainment, retail, and
other revenue for the same such periods, respectively. Lease revenues from the rental of hotel rooms are recorded as rooms
revenues within the consolidated statements of operations.
Advertising. The Company expenses advertising costs as incurred. Advertising expense that primarily relates to
media placement costs and which is generally included in general and administrative expenses, was $121 million,
$88 million and $195 million for 2021, 2020 and 2019, respectively.
Corporate expense. Corporate expense represents unallocated payroll, professional fees and various other expenses
not directly related to the Company’s casino resort 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.
75
Preopening and start-up expenses. Preopening and start-up costs, including organizational 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.
Property transactions, net. The Company classifies transactions such as write-downs and impairments, demolition
costs, and normal gains and losses on the sale of assets as “Property transactions, net.” See Note 16 for a detailed
discussion of these amounts.
Redeemable noncontrolling interest. Certain noncontrolling interest parties have non-voting economic interests in
MGM National Harbor which provide for annual preferred distributions by MGM National Harbor to the noncontrolling
interest parties based on a percentage of its annual net gaming revenue (as defined in the MGM National Harbor operating
agreement). Such distributions are accrued each quarter and are paid 90 days after the end of each fiscal year. The
noncontrolling interest parties each have the ability to require MGM National Harbor to purchase all or a portion of their
interests for a purchase price based on a contractually agreed upon formula.
The Company has recorded the interests as “Redeemable noncontrolling interests” in the mezzanine section of the
accompanying consolidated balance sheets and not stockholders’ equity because their redemption is not exclusively in the
Company’s control. The interests were initially accounted for at fair value. Subsequently, the Company recognizes changes
in the redemption value as they occur and adjusts the carrying amount of the redeemable noncontrolling interests to equal
the maximum redemption value, provided such amount does not fall below the initial carrying value, at the end of each
reporting period. The Company records any changes caused by such an adjustment in capital in excess of par value.
Additionally, the carrying amount of the redeemable noncontrolling interests is adjusted for accrued annual preferred
distributions, with changes caused by such adjustments recorded within net income (loss) attributable to noncontrolling
interests.
Income per share of common stock. The table below reconciles basic and diluted income 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
share-based awards outstanding under the Company’s stock compensation plan.
Numerator:
Net income (loss) attributable to MGM Resorts International
Adjustment related to redeemable noncontrolling interests
Year Ended December 31,
2020
2019
2021
(In thousands)
$
1,254,370 $
(1,032,724) $
2,049,146
(78,298)
35,520
(2,713)
Net income (loss) available to common stockholders - basic
1,176,072
(997,204)
2,046,433
Other
Net income (loss) attributable to common stockholders - diluted
Denominator:
Weighted average common shares outstanding basic
Potential dilution from share-based awards
Weighted average common and common equivalent shares - diluted
Antidilutive share-based awards excluded from the calculation of
diluted earnings per share
—
—
(194)
$
1,176,072 $
(997,204) $
2,046,239
481,930
5,426
487,356
494,152
—
494,152
524,173
3,472
527,645
198
9,493
1,617
Currency translation. The Company translates the financial statements of foreign subsidiaries that are not
denominated in U.S. dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date.
Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation
adjustments resulting from this process are recorded to other comprehensive income (loss). Gains or losses from foreign
currency remeasurements are recorded to other non-operating income (expense).
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). Elements of the Company’s accumulated
other comprehensive income (loss) are reported in the consolidated statements of stockholders’ equity.
76
NOTE 3 — ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
Casino
Hotel
Other
Less: Loss reserves
NOTE 4 — ACQUISITIONS
CityCenter
December 31,
2021
2020
(In thousands)
$
380,907 $
260,998
180,098
151,258
712,263
46,288
135,805
443,091
(128,348)
(126,589)
$
583,915 $
316,502
On September 27, 2021, the Company completed the acquisition of Infinity World's 50% ownership interest in
CityCenter for cash consideration of $2.125 billion.
Through the acquisition, the Company obtained 100% of the equity interests in CityCenter and therefore
consolidated CityCenter as of September 27, 2021. Prior to the acquisition, the Company held a 50% ownership interest,
which was accounted for under the equity method. The fair value of the equity interests of CityCenter 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 is 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 (including Vdara) for cash consideration of
$3.89 billion and entered into a lease agreement pursuant to which the Company leases back the real property. The
Company classified the real estate assets as held for sale as of the acquisition date and accordingly measured the real estate
assets at fair value less costs to sell, as reflected in the table below. See Note 11 for additional information regarding the
lease.
The Company recognized 100% of the assets and liabilities of CityCenter at fair value at the date of the acquisition.
Under the acquisition method, the fair value was allocated to the assets acquired and liabilities assumed in the transaction.
The Company estimated fair value using level 1 inputs, level 2 inputs, and level 3 inputs.
The following table sets forth the purchase price allocation (in thousands):
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents
Receivables and other current assets
Property and equipment - real estate assets held for sale
Property and equipment
Trademarks
Goodwill
Other long-term assets
Accounts payable, accrued liabilities, and other current liabilities
Debt
Other long-term liabilities
$
335,396
106,417
3,888,431
323,093
180,000
1,397,338
13,923
(201,093)
(1,729,451)
(64,054)
4,250,000
$
The Company recognized the identifiable intangible assets of CityCenter at fair value, which consisted of indefinite-
lived trade names, which was determined using methodologies under the relief from royalty method based on significant
77
inputs that were not observable. The goodwill is primarily attributable to the profitability of CityCenter in excess of
identifiable assets, of which approximately 50% of the goodwill is deductible for income tax purposes. All of the goodwill
was assigned to the Company’s Las Vegas Strip Resorts segment.
Results. CityCenter’s net revenue for the period from September 27, 2021 through December 31, 2021 was
$367 million and operating income and net income were $69 million and $68 million, respectively.
Unaudited pro forma information. The operating results for CityCenter are included in the accompanying
consolidated statements of operations from the date of acquisition. The following unaudited pro forma consolidated
financial information for the Company has been prepared assuming the Company’s acquisition of its controlling interest
had occurred as of January 1, 2020 and excludes the gain on consolidation discussed above. The pro forma information
does not reflect transactions that occurred subsequent to acquisition, such as the subsequent sale-leaseback transaction or
the repayment of CityCenter's assumed debt. 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 January 1, 2020.
Net Revenues
Net income attributable to MGM Resorts International
Empire City
Year Ended December 31,
2021
2020
(In thousands)
$ 10,153,603 $
5,456,763
137,773
(1,041,271)
On January 29, 2019, the Company acquired the real property and operations associated with Empire City for total
consideration of approximately $865 million, plus customary working capital and other adjustments. The fair value of
consideration paid included the issuance of approximately $266 million of the Company’s common stock, the incurrence of
a new bridge facility, and the remaining balance in cash. If Empire City is awarded a license for live table games on or
prior to December 31, 2022 and the Company accepts such license by December 31, 2024, the Company will pay
additional consideration of $50 million. The acquisition expands the Company’s presence in the northeast region and
greater New York City market. Subsequent to the Company’s acquisition, MGP acquired the developed real property
associated with Empire City from the Company and Empire City was added to the master lease between the Company and
MGP. See Note 18 for additional information.
For the period from January 29, 2019 through December 31, 2019, Empire City’s net revenue was $193 million,
operating income was $12 million and net income was $36 million. Pro forma results of operations for the acquisition have
not been presented because it is not material to the consolidated results of operations.
Northfield
In April 2019, the Company acquired the membership interests of Northfield from MGP, and MGP retained the
associated real estate assets. MGM Northfield Park was then added to the master lease between the Company and MGP.
Refer to Note 18 for additional information.
78
NOTE 5 — PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
Land
Buildings, building improvements and land improvements
Furniture, fixtures and equipment
Construction in progress
Less: Accumulated depreciation
Finance lease ROU assets, net
December 31,
2021
2020
(In thousands)
$
4,082,842 $
4,081,029
12,236,042
12,053,422
5,722,565
5,600,579
421,445
170,957
22,462,894
21,905,987
(8,179,310)
(7,474,876)
151,909
200,980
$ 14,435,493 $ 14,632,091
NOTE 6 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES
Investments in and advances to unconsolidated affiliates consisted of the following:
CityCenter (50% as of December 31, 2020)
MGP BREIT Venture (50.1% owned by the Operating Partnership)
BetMGM (50%)
Other
December 31,
2021
2020
(In thousands)
$
— $
816,756
41,060
109,228
441,893
810,066
27,310
167,774
$
967,044 $
1,447,043
The Company recorded its share of income (loss) from unconsolidated affiliates, including adjustments for basis
differences, as follows:
Income from unconsolidated affiliates
Non-operating items from unconsolidated affiliates
2021
Year Ended December 31,
2020
(In thousands)
2019
$
$
84,823 $
42,938 $
119,521
(83,243)
1,580 $
(103,304)
(60,366) $
(62,296)
57,225
The following table summarizes further information related to the Company’s share of operating income (loss) from
unconsolidated affiliates:
CityCenter (through September 26, 2021)
MGP BREIT Venture
BetMGM
Other
2021
Year Ended December 31,
2020
(In thousands)
2019
$
128,127 $
(29,753) $
128,421
155,817
136,755
(211,182)
12,061
84,823 $
(61,663)
(2,401)
42,938 $
—
(15,804)
6,904
119,521
$
MGP BREIT Venture distributions. During the years ended December 31, 2021 and 2020, the Operating
Partnership received $94 million and $81 million, respectively, in distributions from MGP BREIT Venture.
79
BetMGM contributions. During the years ended December 31, 2021 and 2020, the Company contributed
$225 million and $80 million to BetMGM, respectively.
CityCenter acquisition. The Company obtained 100% of the equity interests in CityCenter and therefore
consolidated CityCenter as of September 27, 2021. Prior to the acquisition, the Company held a 50% ownership interest,
which was accounted for under the equity method. Refer to Note 4.
CityCenter distributions. During the year ended December 31, 2020, CityCenter paid $101 million in
distributions, of which the Company received its 50% share, or approximately $51 million. During the year ended
December 31, 2019, CityCenter paid $180 million in distributions, of which the Company received its 50% share, or
approximately $90 million.
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 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 in 2021.
Other. During the years ended December 31, 2021 and 2020, the Company recognized other-than-temporary
impairment charges of $22 million and $64 million, respectively, within “Property transactions, net” in the consolidated
statements of operations related to investments in unconsolidated affiliates previously classified within “Other” in the
“Investments in and advances to unconsolidated affiliates” table above.
Unconsolidated Affiliate Financial Information – CityCenter (as of December 31, 2020 and through September 26,
2021) & MGP BREIT Venture
Summarized balance sheet information is as follows:
Cash and cash equivalents
Property and equipment, net
Other assets, net
Debt, net
Other liabilities
Summarized results of operations are as follows:
Net revenues
Net income (loss)
Basis Differences
December 31,
2021
2020
(In thousands)
$
16 $
96,758
4,439,851
10,237,004
193,184
256,813
2,994,782
4,715,997
8,018
270,583
2021
Year Ended December 31,
2020
(In thousands)
2019
$
1,084,503 $
869,638 $
1,294,861
294,797
(43,749)
69,143
The Company’s investments in unconsolidated affiliates do not equal the Company’s share of venture-level equity
due to various basis differences. Basis differences related to depreciable assets are being amortized based on the useful
lives of the related assets and liabilities, and basis differences related to non–depreciable assets, such as land and indefinite-
lived intangible assets, are not being amortized. Basis differences relating to the Company's investment in CityCenter were
resolved in connection with the consolidation of CityCenter in 2021.
80
Differences between the Company’s share of venture-level equity and investment balances are as follows:
December 31,
2021
2020
(In thousands)
Venture-level equity attributable to the Company
$
961,787 $
2,981,550
Adjustment to CityCenter equity upon contribution of net assets by MGM Resorts
International(1)
CityCenter capitalized interest(2)
CityCenter completion guarantee(3)
CityCenter deferred gain(4)
CityCenter capitalized interest on sponsor notes(5)
Other-than-temporary impairments of CityCenter investment(6)
Other adjustments
—
—
—
—
—
—
(504,171)
168,966
248,730
(208,204)
(33,010)
(1,256,516)
5,257
49,698
$
967,044 $
1,447,043
(1) Primarily related to land and fixed assets.
(2) Related to interest capitalized on the Company’s investment balance during development and construction stages.
(3) Created by contributions to CityCenter under the completion guarantee recognized as equity contributions by CityCenter split between the
members.
(4) Related to a deferred gain on assets contributed to CityCenter upon formation of CityCenter.
(5) Related to interest on the sponsor notes capitalized by CityCenter during development. Such sponsor notes were converted to equity in 2013.
(6) The impairment of the Company’s CityCenter investment included $352 million of impairments allocated to land.
NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets consisted of the following:
Goodwill
Indefinite-lived intangible assets:
Detroit development rights
MGM Northfield Park and Empire City racing and gaming licenses
Trademarks and other
Total indefinite-lived intangible assets
Finite-lived intangible assets:
MGM Grand Paradise gaming subconcession
Less: Accumulated amortization
MGM National Harbor and MGM Springfield gaming licenses
Less: Accumulated amortization
Other finite-lived intangible assets
Less: Accumulated amortization
Total finite-lived intangible assets, net
Total other intangible assets, net
81
December 31,
2021
2020
(In thousands)
$
3,480,997 $
2,091,278
$
98,098 $
280,000
479,238
857,336
98,098
280,000
299,238
677,336
4,516,532
4,541,990
(1,865,219)
(1,697,481)
2,651,313
2,844,509
106,600
(26,209)
80,391
65,207
(37,862)
27,345
106,600
(19,102)
87,498
60,649
(26,244)
34,405
2,759,049
3,616,385 $
2,966,412
3,643,748
$
Goodwill. A summary of changes in the Company’s goodwill by reportable segment is as follows:
Goodwill, net by segment:
Las Vegas Strip Resorts
Regional Operations
MGM China
Goodwill, net by segment:
Las Vegas Strip Resorts
Regional Operations
MGM China
2021
Balance at
January 1
Acquisitions
Currency
exchange
Balance at
December 31
(In thousands)
$
$
30,452 $
701,463
1,359,363
2,091,278 $
1,397,338 $
— $
1,427,790
—
—
1,397,338 $
—
(7,619)
(7,619) $
701,463
1,351,744
3,480,997
2020
Balance at
January 1
Acquisitions
Currency
exchange
Balance at
December 31
(In thousands)
$
30,452 $
— $
701,463
1,352,649
—
—
— $
—
30,452
701,463
6,714
1,359,363
$
2,084,564 $
— $
6,714 $
2,091,278
Goodwill was recognized in 2021 related to the acquisition of the 50% ownership interest in CityCenter, which is
included in Las Vegas Strip Resorts, as further discussed in Note 4.
MGM Grand Paradise gaming subconcession. Pursuant to the agreement dated April 19, 2005 between MGM
Grand Paradise and SJM Resorts S.A. ("SJMSA", formerly Sociedade de Jogos de Macau, S.A.), a gaming subconcession
was acquired by MGM Grand Paradise for the right to operate casino games of chance and other casino games for a period
commencing on April 20, 2005 through March 31, 2020. In March 2019, MGM Grand Paradise and SJMSA entered into a
Subconcession Extension Contract (the “Extension Agreement”), pursuant to which the gaming subconcession was
extended to June 26, 2022, which coincides with the current expiration of all the other concessions and subconcessions.
MGM Grand Paradise paid the government of Macau approximately $25 million and paid SJMSA approximately $2
million as a contract premium for such extension. The Company cannot provide any assurance that MGM Grand Paradise
will be awarded a gaming concession subsequent to the expiration of its gaming subconcession; however, as further
discussed in Note 1, management believes that MGM Grand Paradise will be successful in obtaining a gaming concession
when a public tender is held. Accordingly, as of December 31, 2021 and 2020, the Company amortizes the gaming
subconcession intangible asset on a straight-line basis over the initial term of the Cotai land concession through January
2038.
MGM National Harbor and MGM Springfield gaming licenses. The license fee paid to the State of Maryland of
$22 million is considered a finite-lived intangible asset that is amortized on a straight-line basis over a period of its initial
term of 15 years, beginning in December 2016, when MGM National Harbor started operations. The license fee paid to the
State of Massachusetts of $85 million is considered a finite-lived intangible asset that is amortized over a period of 15
years, beginning in August 2018, when MGM Springfield started operations.
82
Total amortization expense related to intangible assets was $197 million, $194 million and $192 million for 2021,
2020, and 2019, respectively. As of December 31, 2021, estimated future amortization is as follows:
Years ending December 31,
2022
2023
2024
2025
2026
Thereafter
NOTE 8 — OTHER ACCRUED LIABILITIES
Other accrued liabilities consisted of the following:
Contract and contract-related liabilities:
Outstanding chip liability
Loyalty program obligations
Casino front money
Advance deposits and ticket sales
Unpaid wagers and other
Other accrued liabilities:
Payroll and related
Taxes, other than income taxes
Operating Partnership interest rate swaps - current
MGP dividend
Operating lease liabilities - current (Refer to Note 11)
Finance lease liabilities - current (Refer to Note 11)
Other
(In thousands)
$
190,257
177,982
175,995
174,210
172,424
1,868,181
$
2,759,049
December 31,
2021
2020
(In thousands)
$
176,219 $
144,465
206,244
283,188
150,569
429,797
195,973
14,071
82,294
31,706
87,665
212,671
139,756
133,114
123,079
126,094
327,644
109,100
32,155
64,086
31,843
80,193
181,253
165,344
$
1,983,444 $
1,545,079
83
NOTE 9 — LONG-TERM DEBT
Long-term debt consisted of the following:
Operating Partnership senior credit facility
MGM China first revolving credit facility
7.75% senior notes, due 2022
6% senior notes, due 2023
5.625% Operating Partnership senior notes, due 2024
5.375% MGM China senior notes, due 2024
6.75% senior notes, due 2025
5.75% senior notes, due 2025
4.625% Operating Partnership senior notes, due 2025
5.25% MGM China senior notes, due 2025
5.875% MGM China senior notes, due 2026
4.5% Operating Partnership senior notes, due 2026
4.625% senior notes, due 2026
5.75% Operating Partnership senior notes, due 2027
5.5% senior notes, due 2027
4.75% MGM China senior notes, due 2027
4.5% Operating Partnership senior notes, due 2028
4.75% senior notes, due 2028
3.875% Operating Partnership senior notes, due 2029
7% debentures, due 2036
Less: Premiums, discounts, and unamortized debt issuance costs, net
Less: Current portion
Interest expense, net consisted of the following:
Total interest incurred
Interest capitalized
December 31,
2021
2020
(In thousands)
$
50,000 $
360,414
1,000,000
1,250,000
1,050,000
750,000
750,000
675,000
800,000
500,000
750,000
500,000
400,000
750,000
675,000
750,000
350,000
750,000
750,000
552
10,000
770,034
1,000,000
1,250,000
1,050,000
750,000
750,000
675,000
800,000
500,000
750,000
500,000
400,000
750,000
675,000
—
350,000
750,000
750,000
552
12,860,966
12,480,586
(90,169)
(103,902)
12,770,797
12,376,684
(1,000,000)
—
$ 11,770,797 $ 12,376,684
Year Ended December 31,
2020
2019
2021
(In thousands)
$
$
800,156 $
679,251 $
853,007
(563)
(2,871)
(5,075)
799,593 $
676,380 $
847,932
Senior credit facility. At December 31, 2021, the Company’s senior credit facility consisted of a $1.675 billion
revolving facility of which no amounts were drawn.
On February 14, 2020, in connection with the MGP BREIT Venture Transaction, the Company used proceeds from
the transaction to repay and terminate the $1.5 billion outstanding on its then existing revolving facility in full and entered
into an unsecured credit agreement, comprised of a $1.5 billion unsecured revolving facility that would mature in February
2025. As a result, the Company incurred a $4 million loss on early retirement of debt recorded in “Other, net” in the
consolidated statements of operations.
84
In April 2020 and then in February 2021, the Company amended its credit facility to provide it with certain relief
from the effects of the COVID-19 pandemic, including certain financial maintenance covenant waivers, agreeing to
liquidity tests, and pledging the Operating Partnership units held by loan parties to the lenders as collateral. In November
2021, the Company terminated its existing revolving facility and entered into a new $1.675 billion secured revolving credit
facility that matures in November 2026. 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.
The Company's senior revolving credit facility is, subject to gaming approval, guaranteed by each of the Company's
existing direct and indirect wholly-owned material domestic restricted subsidiaries, subject to certain exclusions. The
senior revolving credit facility is secured by a pledge of the equity in certain of the Company's domestic operating
properties. Mandatory prepayments will be required upon the occurrence of certain events, including sales of certain assets,
subject to certain exceptions. The Company’s senior revolving credit facility also contains customary representations and
warranties, events of default and positive and negative covenants. The Company was in compliance with its applicable
covenants at December 31, 2021.
Operating Partnership senior credit facility and bridge facility. At December 31, 2021, the Operating
Partnership’s senior secured credit facility consisted of a $1.35 billion revolving credit facility. The revolving facility bears
interest of LIBOR plus 1.75% to 2.25% determined by reference to a total net leverage ratio pricing grid and will mature in
June 2023. At December 31, 2021, $50 million was drawn on the revolving credit facility and the interest rate on the
revolving credit facility was 1.85%.
In February 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership amended its
senior secured credit facility to, among other things, allow for the transaction to occur, permit the incurrence by the
Operating Partnership of a nonrecourse guarantee relating to the debt of MGP BREIT Venture (refer to Note 12 for
description of such guarantee), and permit the incurrence of the bridge loan facility. As a result of the transaction and the
amendment, the Operating Partnership repaid its $1.3 billion outstanding term loan B facility in full with the proceeds of a
bridge facility, which was then assumed by MGP BREIT Venture as partial consideration for the Operating Partnership’s
contribution. Additionally, the Operating Partnership used the proceeds from the settlement of the forward equity issuances
to pay off the outstanding balance of $399 million on its term loan A facility in full. As a result, the Operating Partnership
incurred an $18 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of
operations.
The Operating Partnership is party to interest rate swaps to mitigate the effects of interest rate volatility inherent in
its variable rate debt as well as forecasted debt issuances. As of December 31, 2021, the Operating Partnership has
currently effective interest rate swap agreements on which it pays a weighted average fixed rate of 1.783% on total notional
amount of $700 million. The Operating Partnership has an additional $900 million total notional amount of forward
starting interest rate swaps that are not currently effective. The fair value of interest rate swaps designated as cash flow
hedges was $25 million, with $5 million recorded as a current liability and $20 million recorded as a long-term liability as
of December 31, 2021, and $41 million, with $1 million recorded as a current liability and $40 million recorded as a long-
term liability, as of December 31, 2020. The fair value of interest rate swaps not designated as cash flow hedges was
$27 million, with $8 million recorded as a current liability and $19 million recorded as a long-term liability as of
December 31, 2021, and $78 million, with $31 million recorded as a current liability and $47 million recorded as a long-
term liability, as of December 31, 2020. Interest rate swaps in a current liability position are recorded within “Other
accrued expenses,” and those in a long-term liability position are recorded within “Other long-term obligations” on the
consolidated balance sheets.
The Operating Partnership credit facility contains customary representations and warranties, events of default and
positive and negative covenants, including that the Operating Partnership maintain compliance with a maximum senior
secured net debt to adjusted total assets ratio, a maximum total net debt to adjusted assets ratio and a minimum interest
coverage ratio. The Operating Partnership was in compliance with its credit facility covenants at December 31, 2021.
The Operating Partnership senior credit facility is guaranteed by each of the Operating Partnership’s existing and
subsequently acquired direct and indirect wholly owned material domestic restricted subsidiaries, except for MGM
Springfield reDevelopment, which owns the real estate assets of MGM Springfield, and secured by a first priority lien
security interest on substantially all of the Operating Partnership’s and such restricted subsidiaries’ material assets,
including mortgages on its real estate, excluding the real estate assets of MGM National Harbor, Empire City, and MGM
Springfield and subject to other customary exclusions.
MGM China first revolving credit facility. At December 31, 2021, the MGM China first revolving credit facility
consisted of a $1.25 billion unsecured revolving credit facility. The MGM China first revolving credit facility bears interest
at a fluctuating rate per annum based on Hong Kong Interbank Offered Rate (“HIBOR”) plus 1.625% to 2.75%, as
85
determined by MGM China’s leverage ratio and will mature in May 2024. At December 31, 2021, $360 million was drawn
on the MGM China first revolving credit facility and the weighted average interest rate was 2.95%.
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. In February 2021, MGM China amended its credit agreement to provide for a
waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2022. MGM
China was in compliance with its applicable MGM China credit facility covenants at December 31, 2021. In February
2022, MGM China further amended its first revolving credit facility to extend the financial covenant waivers through
maturity.
MGM China second revolving credit facility. At December 31, 2021, the MGM China second revolving credit
facility consisted of a $400 million unsecured revolving credit facility with an option to increase the amount of the facility
up to $500 million, subject to certain conditions. The MGM China second credit facility bears interest at a fluctuating rate
per annum based on HIBOR plus 1.625% to 2.75%, as determined by MGM China’s leverage ratio and will mature in May
2024. Draws will be subject to satisfaction of certain conditions precedent, including evidence that the MGM China first
revolving credit facility has been fully drawn. At December 31, 2021, no amounts were drawn on the MGM China second
revolving credit facility.
The MGM China second 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 beginning in the third quarter of 2021. In February 2021, MGM China further
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. MGM China was in compliance with its applicable MGM China
second credit facility covenants at December 31, 2021. In February 2022, MGM China further amended its second
revolving credit facility to extend the financial covenant waivers through maturity.
Senior Notes. In October 2020, the Company issued $750 million in aggregate principal amount of 4.75% senior
notes due 2028.
In May 2020, the Company issued $750 million in aggregate principal amount of 6.75% senior notes due 2025.
In March 2020, the Company completed cash tender offers for an aggregate amount of $750 million of its senior
notes, comprised of $325 million principal amount of its outstanding 5.75% senior notes due 2025, $100 million principal
amount of its outstanding 4.625% senior notes due 2026, and $325 million principal amount of its outstanding 5.5% senior
notes due 2027. As a result, the Company incurred a $105 million loss on early retirement of debt recorded in “Other, net”
in the consolidated statements of operations.
In December 2019, the Company used a portion of the net proceeds from the Bellagio transaction to redeem for cash
all $267 million principal amount of its outstanding 5.250% senior notes due 2020, all $361 million principal amount of its
outstanding 6.750% senior notes due 2020, and all $1.25 billion principal amount of its outstanding 6.625% senior notes
due 2021. The Company incurred a $171 million loss on the early retirement of such notes recorded in “Other, net” in the
consolidated statements of operations.
In April 2019, the Company issued $1.0 billion in aggregate principal amount of 5.50% senior notes due 2027. The
Company primarily used the net proceeds from the offering to fund the purchase of $639 million in aggregate principal
amount of its outstanding 6.75% senior notes due 2020 and $233 million in aggregate principal amount of its outstanding
5.25% senior notes due 2020 through cash tender offers.
In February 2019, the Company repaid its $850 million 8.625% senior notes due 2019.
Operating Partnership senior notes. In November 2020, the Operating Partnership issued $750 million in
aggregate principal amount of 3.875% senior notes due 2029.
In June 2020, the Operating Partnership issued $800 million in aggregate principal amount of 4.625% senior notes
due 2025.
In January 2019, the Operating Partnership issued $750 million in aggregate principal amount of 5.75% senior notes
due 2027.
86
Each series of the Operating Partnership's senior notes are fully and unconditionally guaranteed, jointly and
severally, on a senior basis by all of the Operating Partnership’s subsidiaries that guarantee the Operating Partnership’s
credit facilities, other than MGP Finance Co-Issuer, Inc., which is a co-issuer of the senior notes. The Operating
Partnership may redeem all or part of the senior notes at a redemption price equal to 100% of the principal amount of the
senior notes plus, to the extent the Operating Partnership is redeeming senior notes prior to the date that is three months
prior to their maturity date, an applicable make whole premium, plus, in each case, accrued and unpaid interest. The
indentures governing the senior notes contain customary covenants and events of default. These covenants are subject to a
number of important exceptions and qualifications set forth in the applicable indentures governing the senior notes,
including, with respect to the restricted payments covenants, the ability to make unlimited restricted payments to maintain
the REIT status of MGP.
MGM China senior notes. In March 2021, MGM China issued $750 million in aggregate principal amount of
4.75% senior notes due 2027 at an issue price of 99.97%.
In June 2020, MGM China issued $500 million in aggregate principal amount of 5.25% senior notes due 2025.
In May 2019, MGM China issued $750 million in aggregate principal amount of 5.375% senior notes due 2024 and
$750 million in aggregate principal amount of 5.875% senior notes due 2026. The Company primarily used the net
proceeds from the offering to pay down outstanding borrowings under the MGM China first revolving credit facility.
MGM China incurred a $16 million loss on the debt retirement recorded in “Other, net” in the consolidated statements of
operations.
CityCenter senior credit facility. In connection with the CityCenter acquisition, the Company assumed $1.7 billion
of CityCenter's indebtedness, which was repaid and extinguished in September 2021 with cash on hand.
Maturities of long-term debt. The maturities of the principal amount of the Company’s long-term debt as of
December 31, 2021 are as follows:
Years ending December 31,
2022
2023
2024
2025
2026
Thereafter
(In thousands)
$
1,000,000
1,300,000
2,160,414
2,725,000
1,650,000
4,025,552
$ 12,860,966
Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was $13.4 billion and
$13.2 billion at December 31, 2021 and 2020, respectively. Fair value was estimated using quoted market prices for the
Company’s senior notes and credit facilities.
NOTE 10 — INCOME TAXES
The Company recognizes deferred income tax assets, net of applicable reserves, related to net operating losses, tax
credit carryforwards and certain temporary differences. The Company recognizes future tax benefits to the extent that
realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied.
Income (loss) before income taxes for domestic and foreign operations consisted of the following:
Domestic operations
Foreign operations
2021
Year Ended December 31,
2020
(In thousands)
2019
$
$
2,094,324 $
(632,520)
1,461,804 $
(665,376) $
(846,103)
(1,511,479) $
2,717,756
128,969
2,846,725
87
The benefit (provision) for income taxes attributable to income (loss) before income taxes is as follows:
Federal:
Current
Deferred (excluding separate components)
Deferred – valuation allowance
Other noncurrent
Benefit (provision) for federal income taxes
State:
Current
Deferred (excluding separate components)
Deferred – operating loss carryforward
Deferred – valuation allowance
Other noncurrent
Benefit (provision) for state income taxes
Foreign:
Current
Deferred (excluding separate components)
Deferred – operating loss carryforward
Deferred – valuation allowance
Benefit (provision) for foreign income taxes
Year Ended December 31,
2020
2019
2021
(In thousands)
$
(8,984) $
207,544 $
(4,928)
(189,657)
19,852
(537,993)
(14,967)
(14,262)
(42,109)
4,922
(20,175)
(5,745)
(227,870)
190,209
(568,841)
5
(28,068)
(27,936)
(601)
13,260
(43,340)
(816)
(33,087)
47,728
(3,375)
(946)
9,504
(3,717)
(828)
8,943
5,793
6,776
17,795
4,206
39,920
(51,439)
(8,141)
(22,685)
(32,793)
(5,241)
(191)
(1,401)
(62,311)
(2,454)
44,374
32,915
(76,028)
(1,193)
$
(253,415) $
191,572 $
(632,345)
A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate is as follows:
Federal income tax statutory rate
Net operating loss carryback rate differential
Noncontrolling interest
Foreign jurisdiction income/losses taxed at other than U.S. statutory
rate
Federal valuation allowance
State taxes, net
Gain on consolidation of CityCenter, net
Permanent and other items
Year Ended December 31,
2020
2019
2021
21.0 %
—
(3.2)
8.2
1.0
2.3
(10.1)
(1.9)
17.3 %
21.0 %
5.5
1.6
(12.5)
(2.8)
0.5
—
(0.6)
12.7 %
21.0 %
—
(0.8)
(0.5)
0.7
1.7
—
0.1
22.2 %
88
The tax-effected components of the Company’s net deferred tax liability are as follows:
Deferred tax assets – federal and state:
Net operating loss carryforward
Accruals, reserves and other
Lease liabilities
Tax credits
Less: Valuation allowance
Deferred tax assets – foreign:
Net operating loss carryforward
Accruals, reserves and other
Property and equipment
Lease liabilities
Less: Valuation allowance
Total deferred tax assets
Deferred tax liabilities – federal and state:
Property and equipment
Investments in unconsolidated affiliates
ROU assets
Intangibles
Deferred tax liabilities – foreign:
Intangibles
ROU Assets
Total deferred tax liability
Net deferred tax liability
December 31,
2021
2020
(In thousands)
$
35,350 $
39,163
2,714,308
3,060,733
5,849,554
57,419
167,553
1,972,343
3,095,856
5,293,171
(2,735,451)
(2,720,008)
3,114,103
2,573,163
185,936
180,143
15,228
27,366
1,458
17,083
17,890
1,368
229,988
216,484
(148,811)
(155,587)
81,177
60,897
$
3,195,280 $
2,634,060
$
(1,361,356) $
(1,349,355)
(1,252,816)
(1,158,342)
(2,570,620)
(1,860,195)
(141,934)
(108,728)
(5,326,726)
(4,476,620)
(307,522)
(309,256)
(396)
(1,200)
(307,918)
(310,456)
$
$
(5,634,644) $
(4,787,076)
(2,439,364) $
(2,153,016)
In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law.
The CARES Act contains certain income tax provisions that are beneficial to the Company; namely, the relaxation of the
interest expense deduction limitation for the 2019 and 2020 tax years and the allowance of a 5-year carryback of net
operating losses (“NOLs”) incurred during tax years 2018 through 2020. The Company has recorded a federal income tax
receivable of $226 million to reflect the carryback of its 2020 NOL. Furthermore, since the NOL was carried back to tax
years when the federal income tax rate was 35%, compared to the 21% rate currently in effect, the Company realized
$90 million more income tax benefit than if it would have only been able to carry the NOL forward.
The Company has recorded a valuation allowance of $2.7 billion on its foreign tax credit (“FTC”) carryover of $3.1
billion as of December 31, 2021, resulting in an FTC net deferred tax asset of $332 million. The FTCs are attributable to
the Macau Special Gaming Tax, which is 35% of gross gaming revenue in Macau. Because MGM Grand Paradise is
presently exempt from the Macau 12% complementary tax on gaming profits, the Company believes that payment of the
Macau Special Gaming Tax qualifies as a tax paid in lieu of an income tax that is creditable against U.S. taxes. While the
Company generally does not expect to generate new FTC carryovers after the year ended December 31, 2017, it will be
able to utilize its existing FTC carryovers to the extent that it has active foreign source income during the 10-year FTC
carryforward period. Such foreign source income includes the recapture, to the extent of 50% of U.S. taxable income each
year, of overall domestic losses that totaled $1.3 billion at December 31, 2021. The Company relies on future U.S. source
89
operating income in assessing utilization of the overall domestic losses and, by extension, future FTC realization during the
10-year FTC carryover period. The FTC carryovers will expire if not utilized as follows: $297 million in 2022;
$976 million in 2023; $780 million in 2024; $674 million in 2025; $134 million in 2026; and $200 million in 2027.
The Company’s assessment of the realization of its FTC deferred tax asset is based on available evidence, including
assumptions concerning future U.S. operating profits and foreign source income. As a result, significant judgment is
required in assessing the possible need for a valuation allowance and changes to such assumptions could result in a material
change in the valuation allowance with a corresponding impact on the provision for income taxes in the period including
such change.
On March 30, 2020, MGM Grand Paradise was granted an extension of its exemption from the Macau 12%
complementary tax on gaming profits through June 26, 2022, concurrent with the end of the term of its current gaming
subconcession. Absent the exemption from complementary tax on gaming profits, “Net income attributable to MGM
Resorts International” would have decreased by $10 million in 2021 and increased by $4 million in 2020 and diluted
earnings per share would have decreased by $0.02 in 2021 and increased by $0.01 in 2020. The Company continues to
assume that MGM Grand Paradise will pay the Macau 12% complementary tax on gaming profits for all periods beyond
June 26, 2022 and has factored that assumption into the measurement of Macau deferred tax assets and liabilities.
Non-gaming operations remain subject to the Macau complementary tax. At December 31, 2021, MGM Grand
Paradise had a complementary tax NOL carryforward of $1.5 billion resulting from non-gaming operations that will expire
if not utilized in years 2022 through 2024.
MGM Grand Paradise’s exemption from the 12% complementary tax on gaming profits does not apply to dividend
distributions of such profits to MGM China. On July 26, 2021, MGM Grand Paradise extended its agreement with the
Macau government to settle the 12% complementary tax that would otherwise be due by its shareholder, MGM China, on
distributions of its gaming profits by paying a flat annual payment regardless of the amount of distributable dividends. The
extension covers distributions of gaming profits earned for the period April 1, 2020 through June 26, 2022. The agreement
requires payments of approximately $1 million for the period April 1, 2020 through December 31, 2020, $2 million for
January 1, 2021 through December 31, 2021, and $1 million for the period January 1, 2022 through June 26, 2022. The
Company recorded $3 million of income tax expense during the year ended December 31, 2021 under the extension.
The Company has NOLs in certain of the states in which it operates that total $536 million as of December 31,
2021, which equates to deferred tax assets of $35 million after federal tax effect and before valuation allowance. The
majority of these NOL carryforwards will expire if not utilized by 2025 through 2040 with the remaining being carried
forward indefinitely. The Company has provided a valuation allowance of $6 million on certain of its state deferred tax
assets, including a portion of NOLs described above.
In addition, there is a valuation allowance of $146 million on certain Macau deferred tax assets, and a valuation
allowance of $3 million on Hong Kong NOLs because the Company believes these assets do not meet the “more likely
than not” criteria for recognition.
A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows:
2021
Year Ended December 31,
2020
(In thousands)
2019
Gross unrecognized tax benefits at January 1
$
35,617 $
33,298 $
Gross increases - prior period tax positions
Gross decreases - prior period tax positions
Gross increases - current period tax positions
Settlements with Taxing Authorities
12,949
3,717
(13,388)
(1,398)
654
(16,264)
—
—
24,464
8,960
(1,006)
880
—
Gross unrecognized tax benefits at December 31
$
19,568 $
35,617 $
33,298
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $11 million
and $9 million at December 31, 2021 and 2020, 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.
90
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. As of December 31, 2021, the
IRS can generally no longer assess tax with respect to years ended prior to 2016. During the twelve months ended
December 31, 2021, the Company reached a settlement with the IRS Appeals Office on the examination of its 2014 U.S.
consolidated federal income tax return. No cash tax payments were due as a result of the settlement.
As of December 31, 2021, other than adjustments resulting from the federal and state income tax audits discussed
herein, the various state and local tax jurisdictions in which the Company files tax returns can no longer assess tax with
respect to years ended prior to 2016. However, such state and local tax jurisdictions may adjust NOLs generated in such
years that are utilized in subsequent years. During 2021, an examination of income tax returns filed in New Jersey for tax
years 2015 through 2018 closed with no change and an examination of income tax returns filed in Massachusetts for tax
years 2017 and 2018 closed with no material adjustments. Additionally, the Company's income tax returns filed in New
York City for the tax years 2017 through 2019 are currently under examination. The Company does not anticipate any
material adjustments upon resolution of this audit.
The Company received a final audit determination with respect to the examination of income tax returns filed in the
state of Michigan for tax years 2014 through 2018. The Company had an informal conference with the Michigan
Department of Treasury Hearings Division to contest the findings of the audit. The Hearings Division issued its decision
and order and now the Company is determining its next course of action. Any final adjustments upon resolution of this
matter are not expected to be material.
The Company believes that it is reasonably possible that the total amounts of unrecognized tax benefits at
December 31, 2021 may decrease by up to $13 million within the next twelve months on the expectation of resolution of a
tax accounting method related to its customer loyalty program.
NOTE 11 – LEASES
The Company leases the land underlying certain of its properties, real estate, and various equipment under operating
and, to a lesser extent, finance lease arrangements. The MGP master lease, which is further discussed in Note 18,
eliminates in consolidation and, accordingly, is not included within the disclosures below.
Land. The Company, through MGP, is a lessee of land underlying MGM National Harbor and a portion of the land
underlying Borgata and Beau Rivage. MGP is obligated to make lease payments through the non-cancelable term of the
ground leases, which is through 2051 for Beau Rivage, through 2070 for Borgata, and through 2082 for MGM National
Harbor. Additionally, MGM Grand Paradise has MGM Macau and MGM Cotai land concession contracts, each with an
initial 25-year contract term ending in April 2031 and January 2038, respectively. The land leases are classified as
operating leases.
Real Estate Assets. The Company leases the real estate assets of Bellagio, Mandalay Bay and MGM Grand Las
Vegas, and Aria (including Vdara) pursuant to triple-net lease agreements, which are classified as operating leases. Each of
the leases obligates the Company to spend a specified percentage of net revenues at the properties on capital expenditures
and that the Company 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 1 year of rent under the
Mandalay Bay and MGM Grand lease and Aria lease and 2 years of rent under the Bellagio lease. The Company was in
compliance with its applicable covenants as of December 31, 2021.
Bellagio lease. The Company leases the real estate assets of Bellagio from Bellagio BREIT Venture. The Bellagio
lease 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 third lease year that commenced on December 1, 2021 increased to $255 million as a result of the second 2% fixed
annual escalator.
Mandalay Bay and MGM Grand Las Vegas lease. The Company leases the real estate assets of Mandalay Bay and
MGM Grand Las Vegas from MGP BREIT Venture. The Mandalay Bay and MGM Grand Las Vegas lease 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 second lease year that commenced on March 1, 2021 increased to
$298 million as a result of the first 2% fixed annual escalator.
91
Aria lease. The Company leases the real estate assets of Aria (including Vdara) from funds managed by Blackstone.
The Aria lease has an initial term of 30 years with three 10-year renewal periods, exercisable at the Company's option, with
a fixed 2% rent escalator for the first 15 years, and thereafter, an escalator equal to the greater of 2% and the CPI increase
during the prior year, subject to a cap of 3%. Annual cash rent payments for the first lease year that commenced on
September 28, 2021 was $215 million.
Other information. Components of lease costs and other information related to the Company’s leases was:
Year Ended December 31,
2021
2020
2019
(In thousands)
Operating lease cost, primarily classified within "General and
administrative"(1)
$
870,779 $
751,002 $
143,954
Finance lease costs
Interest expense(2)
Amortization expense
Total finance lease costs
$
$
2,354 $
(21,320) $
73,475
70,476
75,829 $
49,156 $
1,164
13,341
14,505
(1) The Bellagio lease and the Mandalay Bay and MGM Grand Las Vegas lease are held with related parties, as further discussed in Note 18. Operating
lease cost includes $331 million for each of the years ended December 31, 2021 and 2020, and $42 million for the year ended December 31, 2019,
related to the Bellagio lease. Operating lease cost includes $395 million, $347 million, and $0 for the years ended December 31, 2021, 2020, and
December 31, 2019, respectively, related to the Mandalay Bay and MGM Grand Las Vegas lease.
(2) For the years ended December 31, 2021 and 2020, interest expense includes the effect of COVID-19 related rent concessions, which was recognized
as negative variable rent expense.
Supplemental balance sheet information
Operating leases
Operating lease right-of-use assets, net(1)
Operating lease liabilities - current, classified within "Other accrued liabilities"
Operating lease liabilities - long-term(2)
Total operating lease liabilities
Finance leases
December 31,
2021
2020
(In thousands)
$ 11,492,805
$ 8,286,694
$
31,706
$
31,843
11,802,464
8,390,117
$ 11,834,170
$ 8,421,960
Finance lease right-of-use assets, net, classified within "Property and equipment, net"
Finance lease liabilities - current, classified within "Other accrued liabilities"
Finance lease liabilities - long-term, classified within "Other long-term obligations"
Total finance lease liabilities
$
$
$
151,909
87,665
75,560
$
$
200,980
80,193
134,287
163,225
$
214,480
Weighted average remaining lease term (years)
Operating leases
Finance leases
Weighted average discount rate (%)
Operating leases
Finance leases
29
2
7
3
30
3
8
3
(1) As of December 31, 2021 and 2020, operating lease right-of-use assets, net included $3.6 billion and $3.7 billion related to the Bellagio lease,
respectively and $4.0 billion related to the Mandalay Bay and MGM Grand Las Vegas lease for each of the respective periods.
(2) As of December 31, 2021 and 2020, operating lease liabilities – long-term included $3.8 billion related to the Bellagio lease for each of the
respective periods, and $4.2 billion and $4.1 billion related to the Mandalay Bay and MGM Grand Las Vegas lease, respectively.
92
Cash paid for amounts included in the measurement of lease
liabilities
Operating cash outflows from operating leases
Operating cash outflows from finance leases
Financing cash outflows from finance leases(1)
Year Ended December 31,
2020
2021
2019
(In thousands)
$
669,681 $
572,186 $
117,072
4,761
73,257
2,956
34,494
1,164
10,311
ROU assets obtained in exchange for new lease liabilities
Operating leases
Finance leases
$
3,388,120 $
4,120,955 $
3,814,115
24,433
177,085
84,934
(1)
Included within “Other” within cash flows from financing activities on the consolidated statements of cash flows.
Maturities of lease liabilities were as follows:
Year ending December 31,
2022
2023
2024
2025
2026
Thereafter
Total future minimum lease payments
Less: Amount of lease payments representing interest
Present value of future minimum lease payments
Less: Current portion
Long-term portion of lease liabilities
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Operating
Leases
Finance
Leases
(In thousands)
$
838,062 $
850,305
862,796
876,046
885,863
26,660,145
30,973,217
(19,139,047)
11,834,170
(31,706)
90,633
73,568
1,747
1,253
24
—
167,225
(4,000)
163,225
(87,665)
$ 11,802,464 $
75,560
Litigation. The Company is a party to various legal proceedings, most of which relate to routine matters incidental
to its business. Management does not believe that the outcome of such proceedings will have a material adverse effect on
the Company’s financial position, results of operations or cash flows.
Other guarantees. The Company and its subsidiaries are party to various guarantee contracts in the normal course
of business, which are generally supported by letters of credit issued by financial institutions. The Company’s senior credit
facility limits the amount of letters of credit that can be issued to $1.35 billion. At December 31, 2021, $33 million in
letters of credit were outstanding under the Company’s senior credit facility. The Operating Partnership’s senior credit
facility limits the amount of letters of credit that can be issued to $75 million. No letters of credit were outstanding under
the Operating Partnership’s senior credit facility at December 31, 2021. The amount of available borrowings under each of
the credit facilities is reduced by any outstanding letters of credit.
MGM China bank guarantee. In connection with the extension of the expiration of the gaming subconcession to
June 2022, MGM Grand Paradise provided a bank guarantee to the government of Macau in May 2019 to warrant the
fulfillment of an existing commitment of labor liabilities upon expiration of the gaming subconcession in June 2022. The
amount of the bank guarantee was approximately $102 million as of December 31, 2021 when giving effect to foreign
currency exchange rate fluctuations.
Bellagio BREIT Venture shortfall guarantee. The Company provides a shortfall guarantee of the $3.01 billion
principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, which matures
in 2029. The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the
93
obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the
collateral, which is the real estate assets of Bellagio owned by Bellagio BREIT Venture, and the debt obligation. This
guarantee is accounted for under ASC 460 at fair value; such value is immaterial.
MGP BREIT Venture shortfall guarantee. The Company provides a shortfall guarantee of the $3.0 billion principal
amount of indebtedness (and any interest accrued and unpaid thereon) of MGP BREIT Venture, which has an initial term
of 12 years, maturing in 2032, with an anticipated repayment date of March 2030. The terms of the shortfall guarantee
provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the
Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of
Mandalay Bay and MGM Grand Las Vegas, owned by MGP BREIT Venture, and the debt obligation. This guarantee is
accounted for under ASC 460 at fair value; such value is immaterial.
MGP BREIT Venture bad acts guarantee. The Operating Partnership provides a guarantee for the losses incurred by
the lenders of the indebtedness of MGP BREIT Venture arising out of certain bad acts by the Operating Partnership, its
venture partner, or the venture, such as fraud or willful misconduct, based on the party’s percentage ownership of MGP
BREIT Venture. This guarantee is capped at 10% of the principal amount outstanding at the time of the loss. The Operating
Partnership and its venture partner have separately indemnified each other for the other party’s share of the overall liability
exposure, if at fault. The guarantee is accounted for under ASC 460 at fair value; such value is immaterial.
94
NOTE 13 — STOCKHOLDERS’ EQUITY
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss attributable to MGM Resorts International are as follows:
Currency
Translation
Adjustments
Cash Flow
Hedges
Other
Total
(In thousands)
Balances, January 1, 2019
$
(18,872) $
9,144 $
1,172 $
Other comprehensive income (loss) before reclassifications
28,870
(28,783)
Amounts reclassified from accumulated other comprehensive loss
to interest expense
Amounts reclassified from accumulated other comprehensive loss
related to de-designation of interest rate swaps to "Other, net"
Other comprehensive income (loss), net of tax
Other changes in accumulated other comprehensive loss:
Empire City MGP transaction
MGP Class A share issuances
Park MGM Transaction
Northfield transaction
Other
—
—
28,870
—
—
—
—
—
(5,599)
4,877
(29,505)
—
—
—
—
—
Changes in accumulated other comprehensive loss
28,870
(29,505)
Other comprehensive (income) loss attributable to noncontrolling
interest
Balances, December 31, 2019
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
to interest expense
Amounts reclassified from accumulated other comprehensive loss
to "Other, net"
Other comprehensive income (loss), net of tax
Other changes in accumulated other comprehensive loss:
MGP Class A share issuances
MGP BREIT Venture Transaction
Redemption of Operating Partnership units
Other
(12,745)
(2,747)
27,762
—
—
27,762
—
—
—
—
9,532
(10,829)
(94,740)
17,922
(2,547)
(79,365)
—
—
—
—
Changes in accumulated other comprehensive loss
27,762
(79,365)
Other comprehensive (income) loss attributable to noncontrolling
interest
Balances, December 31, 2020
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive loss
to interest expense
Other comprehensive income (loss), net of tax
Other changes in accumulated other comprehensive loss
MGP Class A share issuances
Redemption of Operating Partnership units
Other
Changes in accumulated other comprehensive loss
Other comprehensive (income) loss attributable to noncontrolling
interest
(12,051)
12,964
(24,655)
—
(24,655)
—
—
—
(24,655)
34,837
(55,357)
12,588
22,200
34,788
—
—
—
34,788
—
—
—
—
195
1,512
16
(2)
481
2,202
—
3,374
—
—
—
—
646
(59)
8,773
(1,018)
8,342
—
11,716
—
—
—
3,240
5,327
(2,358)
6,209
(8,556)
87
(5,599)
4,877
(635)
195
1,512
16
(2)
481
1,567
(3,213)
(10,202)
(66,978)
17,922
(2,547)
(51,603)
646
(59)
8,773
(1,018)
(43,261)
22,786
(30,677)
(12,067)
22,200
10,133
3,240
5,327
(2,358)
16,342
(10,281)
(24,616)
Balances, December 31, 2021
$
(907) $
(41,634) $
17,925 $
10,784
(21,065)
—
At December 31, 2021, the estimated amount currently recorded in accumulated other comprehensive loss that will
be recognized in earnings over the next 12 months is not material.
95
Noncontrolling interest
The following is a summary of net income attributable to MGM Resorts International and transfers to
noncontrolling interest, which shows the effects of changes in the Company’s ownership interest in a subsidiary on the
equity attributable to the Company:
Net income (loss) attributable to MGM Resorts International
$
1,254,370 $
(1,032,724) $
2,049,146
For the Years Ended December 31,
2019
2020
2021
(In thousands)
Transfers from/(to) noncontrolling interest:
Empire City MGP transaction
MGP Class A share issuances
Park MGM Transaction
Northfield transaction
MGP BREIT Venture Transaction
Redemption of Operating Partnership units
Other
Net transfers from noncontrolling interest
Change from net income (loss) attributable to MGM Resorts
International and transfers to noncontrolling interest
Noncontrolling interest ownership transactions
—
103,174
—
—
—
176,659
—
64,834
—
—
(6,562)
92,632
(18,718)
151,976
(1,968)
21,679
—
—
(5,062)
(1,759)
(935)
274,771
149,145
152,034
$
1,529,141 $
(883,579) $
2,201,180
Empire City MGP transaction. As further discussed in Note 18, on January 29, 2019, MGP acquired the
developed real property associated with Empire City from the Company for consideration that included the issuance of
approximately 13 million Operating Partnership units to a subsidiary of the Company. The Company adjusted the carrying
value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating
Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive
income. Subsequent to the Empire City MGP transaction, the Company indirectly owned 74.6% of the partnership units in
the Operating Partnership.
MGP Class A share issuance – January 2019. On January 31, 2019, MGP completed an offering of approximately
20 million of its Class A shares. In connection with the offering, the Operating Partnership issued an equal amount of
Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests as a result of
MGP’s Class A share issuance to adjust for the change in noncontrolling interests’ ownership percentage of the Operating
Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive
income. Subsequent to the issuance, the Company indirectly owned 69.7% of the partnership units in the Operating
Partnership.
Park MGM Transaction. As further discussed in Note 18, on March 7, 2019, the Company entered into an
amendment to the MGP master lease with respect to improvements made by the Company related to the rebranding of the
Park MGM and NoMad Las Vegas property (the “Park MGM Transaction”) for which consideration included the issuance
of approximately 1 million Operating Partnership units to a subsidiary of the Company. The Company adjusted the
carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the
Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other
comprehensive income. Subsequent to the issuance, the Company indirectly owned 69.8% of the partnership units in the
Operating Partnership.
Northfield transaction. As further discussed in Note 18, in April 2019, the Company acquired the membership
interests of Northfield from MGP for consideration of approximately 9 million Operating Partnership units that were
ultimately redeemed by the Operating Partnership and MGP retained the real estate assets. The Company adjusted the
carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the
Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other
comprehensive income. Subsequent to the transaction, the Company indirectly owned 68.8% of the partnership units in the
Operating Partnership.
96
MGP Class A share issuances – At-the-Market (“ATM”) program. During the year ended December 31, 2019,
MGP issued approximately 5 million Class A shares under its ATM program. In connection with the issuances, the
Operating Partnership issued an equal amount of Operating Partnership units to MGP during the year ended December 31,
2019. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’
ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value
and accumulated other comprehensive income. Subsequent to the collective issuances, the Company indirectly owned
67.6% of the partnership units in the Operating Partnership.
MGP Class A share issuance – November 2019. On November 22, 2019, MGP completed an offering of 30
million of its Class A shares. The offering consisted of 18 million shares sold directly to the underwriters at closing and 12
million shares sold to forward purchasers under forward sale agreements. In connection with the offering, the Operating
Partnership issued 18 million Operating Partnership units to MGP. The Company adjusted the carrying value of the
noncontrolling interests as a result of MGP’s Class A share issuance to adjust for the change in noncontrolling interests’
ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value
and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 63.7% of the
partnership units in the Operating Partnership.
MGP Class A share issuance – Forward settlements. On February 11, 2020 through February 13, 2020, MGP
settled approximately 13 million Class A shares issued under forward sales agreements from MGP's November 2019
offering and under MGP's ATM program. In connection with the settlements, the Operating Partnership issued an equal
amount of Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests
for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting
adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the settlements,
the Company indirectly owned 61.2% of the partnership units in the Operating Partnership.
MGP Class A share issuance – BREIT. On February 14, 2020, in connection with MGP’s registered sale of
approximately 5 million Class A shares to BREIT, the Operating Partnership issued an equal amount of Operating
Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in
noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to
capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company
indirectly owned 60.3% of the partnership units in the Operating Partnership.
MGP Class A share issuance – MGP BREIT Venture Transaction. In February 2020, in connection with the
MGP BREIT Venture Transaction, the Operating Partnership issued approximately 3 million Operating Partnership units to
the Company as discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the
change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting
adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the
Company indirectly owned 60.6% of the partnership units in the Operating Partnership.
Redemption of Operating Partnership units. On May 18, 2020, the Operating Partnership redeemed
approximately 30 million Operating Partnership units from the Company for $700 million pursuant to the waiver
agreement discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the change in
noncontrolling interests ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to
capital in excess of par value and accumulated other comprehensive income. Subsequent to the redemption, the Company
indirectly owned 56.7% of the partnership units in the Operating Partnership. Further, on December 2, 2020, the Operating
Partnership redeemed approximately 24 million Operating Partnership units from the Company for $700 million pursuant
to the waiver agreement discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for
the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting
adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the redemption
and as of December 31, 2020, the Company indirectly owned 53.0% of the partnership units in the Operating Partnership.
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 Operating Partnership units, discussed below, the Company indirectly owned 42.1% of the partnership units
in the Operating Partnership.
Redemption of Operating Partnership units – March 2021. In March 2021, subsidiaries of the Company
delivered a notice of redemption to MGP covering approximately 37 million Operating Partnership units that they held in
accordance with the terms of the Operating Partnership’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 Operating
97
Partnership units. The conflicts committee determined that MGP would redeem approximately 15 million Operating
Partnership units for cash (with such Operating Partnership units retired upon redemption) and would satisfy its remaining
obligation under that notice covering the remaining 22 million Operating Partnership 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 the Operating Partnership’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 the Operating Partnership.
MGP Class A share issuances – 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, the Operating Partnership issued an equal amount of Operating Partnership units to MGP. The Company
adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage
of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated
other comprehensive loss. Subsequent to the collective issuances, the Company indirectly owned 41.6% of the partnership
units in the Operating Partnership.
Other equity activity
MGM Resorts International dividends. On February 9, 2022 the Company’s Board of Directors approved a
quarterly dividend of $0.0025 per share that will be payable on March 15, 2022 to holders of record on March 10, 2022.
MGM Resorts International stock repurchase program. In February 2020, upon substantial completion of the
May 2018 $2.0 billion stock repurchase program, the Company’s Board of Directors authorized a $3.0 billion stock
repurchase program. Under the stock repurchase program, 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. 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, 2019, the Company repurchased approximately 36 million shares of its
common stock at an average purchase price of $28.77 per share for an aggregate amount of $1.0 billion. Repurchased
shares were retired.
During the year ended December 31, 2020, the Company repurchased approximately 11 million shares of its
common stock at an average purchase price of $32.57 per share for an aggregate amount of $354 million. Repurchased
shares were retired.
During the year ended December 31, 2021, the Company repurchased approximately 43 million shares of its
common stock at an average price of $40.70 per share 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
program and the remaining availability under the February 2020 $3.0 billion stock repurchase program was $1.3 billion as
of December 31, 2021.
Subsequent to the year ended December 31, 2021, the Company repurchased approximately 15 million shares of its
common stock at an average price of $43.88 per share for an aggregate amount of $670 million, which included the
February 2022 repurchase of 4.5 million shares at a price of $45.00 per share for an aggregate amount of $202.5 million
from funds managed by Corvex Management LP, a related party. Repurchased shares were retired.
NOTE 14 — STOCK-BASED COMPENSATION
MGM Resorts 2005 Omnibus Incentive Plan. The Company’s omnibus incentive plan, as amended (the
“Omnibus Plan”), allows it to grant up to 45 million shares or share-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 and employees of the Company and its subsidiaries.
As of December 31, 2021, the Company had an aggregate of approximately 20 million shares of common stock
available for grant as share-based awards under the Omnibus Plan. Additionally, as of December 31, 2021, the Company
had approximately 1 million aggregate SARs outstanding and approximately 6 million aggregate RSUs and PSUs
outstanding, including deferred share units and dividend equivalent units related to RSUs and PSUs.
98
As of December 31, 2021, there was $85 million of unamortized compensation related to SARs, RSUs, and PSUs,
which is expected to be recognized over a weighted average period of 1.6 years.
MGM Growth Properties 2016 Omnibus Incentive Plan and MGM China Share Option Plan. The Company’s
subsidiaries, MGP and MGM China, each adopted their own equity award plans for the issuance of share-based awards to
each subsidiary’s eligible recipients.
Recognition of compensation cost. Compensation cost was recognized as follows:
Compensation cost:
Omnibus Plan
MGM Growth Properties Omnibus Incentive Plan
MGM China Share Option Plan
Total compensation cost
Less: Reimbursed costs and capitalized cost
Compensation cost after reimbursed costs and capitalized cost
Less: Related tax benefit
Compensation cost, net of tax benefit
NOTE 15 — EMPLOYEE BENEFIT PLANS
Year Ended December 31,
2020
2019
2021
(In thousands)
$
53,683 $
93,096 $
76,995
4,827
6,673
65,183
2,854
11,006
106,956
(1,198)
(2,118)
63,985
104,838
2,277
9,566
88,838
(3,487)
85,351
(12,982)
(20,605)
(16,752)
$
51,003 $
84,233 $
68,599
Multiemployer benefit plans. The Company currently participates in multiemployer pension plans in which the
risks of participating differs from single-employer plans in the following aspects:
a) Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of
other participating employers;
b)
c)
d)
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by
the remaining participating employers;
If an entity chooses to stop participating in some of its multiemployer plans, the entity may be required to pay
those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability; and
If the plan is terminated by withdrawal of all employers and if the value of the nonforfeitable benefits exceeds
plan assets and withdrawal liability payments, employers are required by law to make up the insufficient
difference.
The Company’s participation in these plans is presented below.
EIN/Pension
Pension
Protection Act
Zone Status (2)
Plan Number
2020
2019
FIP/RP
Status (3)
Contributions by the
Company
(in thousands)(4)
Surcharge
2021
2020
2019
Imposed
88-6016617/001 Green
Green
No
$ 37,242 $ 24,610 $ 52,218
82-0994119/001
Red
Red
Implemented
$ 7,683 $ 5,151 $ 10,151
No
No
Expiration
Dates of
Collective
Bargaining
Agreements
05/31/2023(5);
05/31/2024(5)
5/31/2022
Pension Fund(1)
Southern Nevada Culinary and
Bartenders Pension Plan
The Legacy Plan of the UNITE
HERE Retirement Fund (UHF)
(1) The Company was listed in the plan's Form 5500 as providing more than 5% of the total contributions for the plan years 2020 and 2019 for both
plans. At the date the financial statements were issued, Form 5500 was not available for the plan year 2021.
(2) The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Plans in the red zone are
generally less than 65% funded (critical status) and plans in the green zone are at least 80% funded.
Indicates plans for which a Financial Improvement Plan (FIP) or a Rehabilitation Plan (RP) is either pending or has been implemented.
(3)
(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 require contributions with the Local Joint Executive Board of Las
Vegas, which is made up of the Culinary Workers Union and Bartenders Union. The agreements between Aria, Bellagio, Mandalay Bay, and MGM
Grand Las Vegas are the most significant because more than half of the Company’s employee participants in this plan are covered by those four
agreements.
Multiemployer benefit plans other than pensions. Pursuant to its collective bargaining agreements referenced
above, the Company also contributes to UNITE HERE Health (the “Health Fund”), which provides healthcare benefits to
99
its active and retired members. The Company contributed $143 million, $138 million, and $206 million to the Health Fund
in the years ended December 31, 2021, 2020, and 2019, respectively.
NOTE 16 — PROPERTY TRANSACTIONS, NET
Property transactions, net consisted of the following:
Loss related to sale of Circus Circus Las Vegas and adjacent land
Other property transactions, net
Year Ended December 31,
2021
2020
(In thousands)
2019
$
$
— $
— $
220,294
(67,736)
93,567
55,508
(67,736) $
93,567 $
275,802
Circus Circus Las Vegas and adjacent land. In December 2019, the Company completed the sale of Circus Circus
Las Vegas and the adjacent land for $825 million, which consisted of $663 million paid in cash and a secured note due
2024 with a face value of $163 million and fair value of $134 million. The note has a stated interest rate of 3% for the first
two years, 4% for following two years, and 4.5% for the fifth year and is secured by the borrower with the land adjacent to
Circus Circus Las Vegas as collateral with an effective interest rate of 7.31%. The interest on the note, which is comprised
of the stated interest and the discount on the note, amortizes into interest income using the effective interest method over
the length of the agreement. The carrying value of the note receivable was $155 million and $144 million as of
December 31, 2021 and 2020, respectively, and was recorded within “Other long-term assets, net” in the consolidated
balance sheets.
During the third quarter of 2019, the Company recorded a non-cash impairment charge of $219 million, which
reflects the amount by which the assets’ carrying value exceeds the assets’ fair value (expected selling price). The
Company further recognized a loss of $2 million during the fourth quarter of 2019 primarily relating to selling costs. The
assets and liabilities of Circus Circus Las Vegas and the adjacent land of $810 million and $14 million, respectively,
primarily consisted of property and equipment, net of $785 million. Circus Circus Las Vegas was not classified as
discontinued operations for the year ended December 31, 2019 because the Company concluded that the sale is not a
strategic shift that has a major effect on the Company’s operations or its financial results and it does not represent a major
geographic segment or product line.
Other. 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.
Other property transactions, net in 2020 includes other-than-temporary impairment charges of $64 million related to
an investment in an unconsolidated affiliate, as discussed in Note 6, a loss of $17 million related to production show costs,
as well as miscellaneous asset disposals and write-downs.
Other property transactions, net for 2019 includes miscellaneous asset disposals and demolition costs.
100
NOTE 17 — SEGMENT INFORMATION
The Company’s management views each of its casino resorts as an operating segment. Operating segments are
aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the
regulatory environments in which they operate and their management and reporting structure. 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. Las Vegas Strip Resorts consists of the following casino resorts: Aria (including Vdara)
(upon acquisition in September 2021), Bellagio, MGM Grand Las Vegas (including The Signature), Mandalay Bay
(including Delano and Four Seasons), The Mirage, Luxor, New York-New York (including The Park), Excalibur, Park
MGM (including NoMad Las Vegas) and Circus Circus Las Vegas (until the sale of such property in December 2019).
Regional Operations. Regional Operations consists of the following casino resorts: MGM Grand Detroit in Detroit,
Michigan; Beau Rivage in Biloxi, Mississippi; Gold Strike Tunica in Tunica, Mississippi; Borgata in Atlantic City, New
Jersey; MGM National Harbor in Prince George’s County, Maryland; MGM Springfield in Springfield, Massachusetts;
Empire City in Yonkers, New York (upon acquisition in January 2019); and MGM Northfield Park in Northfield Park,
Ohio (upon MGM’s acquisition of the operations from MGP in April 2019).
MGM China. MGM China consists of MGM Macau and MGM Cotai.
The Company’s operations related to investments in unconsolidated affiliates, MGM Northfield Park (prior to April
1, 2019 as the operations were owned by MGP until that date), 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, gain on REIT transactions, net, restructuring costs (which represents costs
related to severance, accelerated stock compensation expense, and consulting fees directly related to the operating model
component of the MGM 2020 Plan), rent expense associated with triple-net operating and ground leases, income from
unconsolidated affiliates related to investments in real estate ventures, property transactions, net, and excludes gain on
consolidation of CityCenter, net, gain related to CityCenter's sale of Harmon land recorded within income from
unconsolidated affiliates, and corporate expense (which includes CEO transition expense and October 1 litigation
settlement) and stock compensation expense, which are not allocated to each operating segment, and rent expense related to
the master lease with MGP that eliminates in consolidation.
101
The following tables present the Company’s segment information:
Net revenue
Las Vegas Strip Resorts
Casino
Rooms
Food and beverage
Entertainment, retail and other
Regional Operations
Casino
Rooms
Food and beverage
Entertainment, retail and other
MGM China
Casino
Rooms
Food and beverage
Entertainment, retail and other
Reportable segment net revenues
Corporate and other
Adjusted Property EBITDAR
Las Vegas Strip Resorts
Regional Operations
MGM China
Reportable segment Adjusted Property EBITDAR
Other operating income (expense)
Corporate and other, net
Preopening and start-up expenses
Property transactions, net
Depreciation and amortization
Gain on REIT transactions, net
Gain on consolidation of CityCenter, net
CEO transition expense
October 1 litigation settlement
Restructuring
Triple-net operating lease and ground lease rent expense
Gain related to sale of Harmon land - unconsolidated affiliate
Income from unconsolidated affiliates related to real estate ventures
Operating income (loss)
Non-operating income (expense)
Interest expense, net of amounts capitalized
Non-operating items from unconsolidated affiliates
Other, net
Income (loss) before income taxes
Benefit (provision) for income taxes
Net income (loss)
Less: Net (income) loss attributable to noncontrolling interests
Net income (loss) attributable to MGM Resorts International
102
Year Ended December 31,
2021
2020
2019
(In thousands)
$
1,549,419 $
728,254 $
1,402,712
1,015,366
769,688
4,737,185
662,813
471,529
383,189
2,245,785
1,296,170
1,863,521
1,517,745
1,153,615
5,831,051
2,721,515
1,569,193
2,537,780
220,828
307,750
142,270
130,945
184,153
82,880
316,753
494,243
201,008
3,392,363
1,967,171
3,549,784
1,057,962
66,498
68,489
17,812
1,210,761
9,340,309
339,831
565,671
36,624
40,284
14,124
656,703
4,869,659
292,423
2,609,806
142,306
127,152
26,158
2,905,422
12,286,257
613,415
$
$
9,680,140 $
5,162,082 $
12,899,672
1,738,211 $
232,188 $
1,643,122
1,217,814
25,367
2,981,392
343,990
(193,832)
382,346
969,866
734,729
3,347,717
(560,309)
(5,094)
67,736
(1,150,610)
—
1,562,329
—
—
—
(833,158)
49,755
166,658
2,278,699
(799,593)
(83,243)
65,941
(816,895)
1,461,804
(253,415)
1,208,389
45,981
(530,843)
(84)
(93,567)
(1,210,556)
1,491,945
—
(44,401)
(49,000)
(26,025)
(710,683)
—
148,434
(642,434)
(676,380)
(103,304)
(89,361)
(869,045)
(1,511,479)
191,572
(1,319,907)
287,183
(331,621)
(7,175)
(275,802)
(1,304,649)
2,677,996
—
—
—
(92,139)
(74,656)
—
544
3,940,215
(847,932)
(62,296)
(183,262)
(1,093,490)
2,846,725
(632,345)
2,214,380
(165,234)
$
1,254,370 $
(1,032,724) $
2,049,146
Capital expenditures:
Las Vegas Strip Resorts
Regional Operations
MGM China
Reportable segment capital expenditures
Corporate and other
Year Ended December 31,
2021
2020
2019
(In thousands)
$
266,944 $
87,511 $
77,406
67,989
412,339
78,358
41,456
108,352
237,319
33,260
$
490,697 $
270,579 $
285,863
187,489
145,634
618,986
120,020
739,006
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 in which the Company holds assets are presented
below:
Long-lived assets:
United States
China and all other foreign countries
NOTE 18 — RELATED PARTY TRANSACTIONS
CityCenter
December 31,
2021
2020
2019
(In thousands)
$ 25,848,917 $ 21,035,992 $ 20,582,055
7,176,763
7,617,819
8,007,449
$ 33,025,680 $ 28,653,811 $ 28,589,504
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, $16 million and $48 million during the years ended December 31, 2021, 2020, and 2019, respectively. 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, $212 million and $420 million during the years ended
December 31, 2021, 2020, and 2019, respectively. As of December 31, 2020, CityCenter owed the Company $39 million
for management services and reimbursable costs recorded in “Accounts receivable, net” on the consolidated balance sheets.
The management agreement was terminated in connection with the Company's acquisition of CityCenter, as discussed in
Note 4.
MGM China
Ms. 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. Ms. 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
transportation equipment and office space from Shun Tak. MGM China incurred expenses relating to Shun Tak of
$7 million, $7 million and $16 million for the years ended December 31, 2021, 2020 and 2019, respectively.
In addition, Ms. Ho indirectly holds a 50% interest in an entity that provides, along with its subsidiary, marketing
and public relations consulting services, including for the retendering of MGM China's gaming subconcession, to MGM
China, which totaled $4 million, $1 million, and $4 million for the years ended December 31, 2021, 2020, and 2019,
respectively.
Grand Paradise Macau deferred cash payment. 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. Ho. As
103
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. Ho. As of
December 31, 2020, the Company recorded a remaining liability on a discounted basis of $33 million in “Other accrued
liabilities” on the consolidated balance sheets.
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 $8 million, $5 million and $20 million for the years ended December 31, 2021, 2020 and 2019,
respectively, in connection with the ownership of a noncontrolling interest in MGM Branding and Development Holdings,
Ltd.
MGP
As further described in Note 1, pursuant to the master lease with MGP, the Company leases the real estate assets of
The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit,
Beau Rivage, Borgata, Empire City, MGM National Harbor, MGM Northfield Park, and MGM Springfield from MGP.
MGP master lease. The MGP master lease has an initial lease term of 10 years that began on April 25, 2016 (other
than with respect to MGM National Harbor, as described below) with the potential to extend the term for four additional 5-
year terms thereafter at the option of the Company (with additional renewal options with respect to MGM Springfield, as
described below). The MGP master lease provides that any extension of its term must apply to all of the real estate under
the master lease at the time of the extension. The MGP master lease provides that the initial term with respect to MGM
National Harbor ends on April 31, 2024. Thereafter, the initial term of the MGP master lease with respect to MGM
National Harbor may be renewed at the option of the Company for an initial renewal period lasting until the earlier of the
end of the then-current term of the master lease or the next renewal term (depending on whether the Company elects to
renew the other properties under the master lease in connection with the expiration of the initial 10-year term). If, however,
the Company chooses not to renew the lease with respect to MGM National Harbor after the initial MGM National Harbor
term under the master lease, the Company would also lose the right to renew the MGP master lease with respect to the rest
of the properties when the initial 10-year lease term ends related to the rest of the properties in 2026. In addition to the four
5-year renewal terms, the term of the lease with respect to MGM Springfield may be extended for an additional four 5-year
renewal terms. The MGP master lease has a triple-net structure, which requires the Company to pay substantially all costs
associated with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance,
in addition to the base rent. Additionally, the master lease provides MGP with a right of first offer with respect to any
further gaming development by the Company on the undeveloped land adjacent to Empire City, which MGP may exercise
should the Company elect to sell this property in the future.
Rent under the MGP master lease consists of a base rent component and a percentage rent component. As of
December 31, 2021, the base rent represents approximately 91% of the rent payments due and the percentage rent
represents approximately 9% of the rent payments due under the MGP master lease. The MGP master lease also provides
for fixed annual escalators of 2% on the base rent through the sixth lease year and the possibility for additional 2%
increases thereafter subject to the tenant and operating subsidiary sublessee, collectively, meeting an adjusted net revenue
to rent ratio, as well as potential increases in percentage rent in year six and every five years thereafter based on a
percentage of average actual annual net revenue during the preceding five year period calculated in accordance with the
terms under the master lease. With respect to the additional renewal terms for MGM Springfield, for the first two additional
renewal terms, base rent will include a fixed annual rent escalator of 2.0%, subject to the adjusted net revenue to rent ratio,
as discussed above. For each lease year subsequent to the first two additional renewal terms, the base rent shall be the Fair
Market Rent (as defined in the MGP master lease) in respect of MGM Springfield. The MGP master lease also contains
customary events of default and financial covenants; provided that the tenant will not be in default of the financial
covenants in the event there is an unavoidable delay (as such term is defined in the lease). The Company was in compliance
with all applicable covenants as of December 31, 2021.
Subsequent to the Company completing its acquisition of Empire City in January 2019, MGP acquired the
developed real property associated with Empire City from the Company for consideration of approximately $634 million,
which included the assumption of debt of approximately $246 million, which was immediately repaid, and the remainder in
issuance of Operating Partnership units. The real estate assets of Empire City were then leased to the Company pursuant to
an amendment to the MGP master lease, increasing the annual rent payment to MGP by $50 million, prorated for the
remainder of the lease year. Consistent with the MGP master lease terms, 90% of this rent will be fixed and contractually
104
grow at 2% per year until 2022. As disclosed above, the master lease provides MGP with a right of first offer with respect
to certain undeveloped land adjacent to the property to the extent the Company develops additional gaming facilities, which
MGP may exercise should the Company elect to sell this property in the future.
On March 7, 2019, the Company entered into an amendment to the existing MGP master lease with respect to the
Park MGM Transaction. In connection with the transaction, the Company received consideration of $638 million, of which
approximately $606 million was paid in cash and the remainder in issuance of Operating Partnership units. Additionally,
the annual rent payment to MGP was increased by $50 million, prorated for the remainder of the lease year. Consistent
with the master lease terms, 90% of this rent will be fixed and contractually grow at 2% per year until 2022.
Additionally, on April 1, 2019, the Company acquired the membership interests of Northfield from MGP, which
held the operations of Northfield, for fair value of consideration of approximately $305 million consisting primarily of
approximately 9 million Operating Partnership units that were ultimately redeemed by the Operating Partnership, and MGP
retained the associated real estate assets. The Company then rebranded the property to MGM Northfield Park, which was
then added to the existing MGP master lease with MGP, increasing the annual rent payment to MGP by $60 million.
Consistent with the master lease terms, 90% of this rent will be fixed and contractually grow at 2% per year until 2022.
The annual rent payments under the MGP master lease for the fourth lease year, which commenced on April 1,
2019, increased to $946 million from $770 million at the start of the third lease year. The increase was a result of the
$50 million in additional rent for each of the Park MGM Transaction and the addition of Empire City in the beginning of
2019, the $60 million of additional rent for MGM Northfield Park, which entered the Master Lease on April 1, 2019, as
well as the third 2% fixed annual rent escalator that went into effect on April 1, 2019.
On February 14, 2020, the Company amended the MGP master lease to remove Mandalay Bay from such master
lease and the annual rent under the MGP master lease was reduced by $133 million to $813 million.
The annual cash rent payments under the MGP master lease for the fifth lease year, which commenced on April 1,
2020, increased to $828 million from $813 million, as a result of the fourth 2% fixed annual rent escalator that went into
effect on April 1, 2020.
The annual cash rent payments under the MGP master lease for the sixth lease year, which commenced on April 1,
2021, increased to $843 million from $828 million, as a result of the fifth 2% fixed annual rent escalator that went into
effect on April 1, 2021.
In October 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. MGM
Springfield was added to the master lease between the Company and MGP. Following the closing of the transaction, the
annual rent payment to MGP increased from $843 million to $873 million, reflecting the addition of MGM Springfield,
which increased the annual rent payment by $30 million, $27 million of which will be fixed and contractually grow at 2%
per year with escalators subject to the adjusted net revenue to rent ratio, as further described above. Final regulatory
approvals, which were not necessary for the transaction to close, are expected to be received within nine to twelve months
following the close of the transaction. Until final regulatory approvals are obtained, the parties will be subject to a trust
agreement, which provides for the property to go into a trust (or, at the Company’s option, be returned to the Company)
during the interim period in the event that the regulator finds reasonable cause to believe that MGP may not be found
suitable. The property will then remain in trust until a final determination regarding MGP’s suitability is made.
Additionally, refer to Note 1 for discussion relating to the waiver agreement with MGP and the Operating
Partnership units redeemed in 2020 thereunder.
All intercompany transactions, including transactions under the MGP master lease, have been eliminated in the
Company’s consolidation of MGP. The public ownership of MGP’s Class A shares is recognized as noncontrolling
interests in the Company’s consolidated financial statements.
As further described in Note 1, in August 2021, the Company entered into an agreement with VICI and MGP
whereby VICI will acquire MGP in a stock-for-stock transaction. As part of the transaction, the Company will enter into an
amended and restated master lease with VICI. The transaction is expected to close in the first half of 2022, subject to
customary closing conditions, regulatory approvals, and approval by VICI stockholders (which was obtained on October
29, 2021).
105
Bellagio BREIT Venture
The Company has a 5% ownership interest in Bellagio BREIT Venture, which owns the real estate assets of
Bellagio and leases such assets to a subsidiary of the Company pursuant to a lease agreement. Refer to Note 11 for further
information related to the Bellagio lease.
MGP BREIT Venture
MGP has a 50.1% ownership interest in MGP BREIT Venture, which owns the real estate assets of Mandalay Bay
and MGM Grand Las Vegas and leases such assets to a subsidiary of the Company pursuant to a lease agreement. Refer to
Note 11 for further information related to the Mandalay Bay and MGM Grand Las Vegas lease.
106
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Loss reserve:
Year Ended December 31, 2021
Year Ended December 31, 2020
Year Ended December 31, 2019
Deferred income tax valuation allowance:
Year Ended December 31, 2021
Year Ended December 31, 2020
Year Ended December 31, 2019
Balance at
Beginning of
Period
Expected
Credit Losses
Write-offs,
Net of
Recoveries
Balance at
End of Period
$
126,589 $
21,852 $
(20,093) $
94,561
90,775
71,422
39,270
(39,394)
(35,484)
128,348
126,589
94,561
Balance at
Beginning of
Period
Increase
Decrease
Balance at
End of Period
$
2,875,595 $
8,667 $
— $
2,884,262
2,574,056
2,477,703
301,539
96,353
—
—
2,875,595
2,574,056
107
ITEM 9.
FINANCIAL DISCLOSURE
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
None.
ITEM 9A.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer)
have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (“the Exchange Act”)) were effective as of December 31, 2021 to provide
reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the SEC rules and regulations and to
provide that such information is accumulated and communicated to management to allow timely decisions regarding
required disclosures. This conclusion is based on an evaluation as required by Rules 13a-15(b) and 15d-15(b) under the
Exchange Act conducted under the supervision and participation of the principal executive officer and principal financial
officer along with company management.
Changes in Internal Control over Financial Reporting
During the quarter ended December 31, 2021, there were no changes in our internal control over financial reporting
that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Management’s Responsibilities
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Sections 13a-15(f) and 15d-15(f) of the Exchange Act) for MGM Resorts International and subsidiaries (the
“Company”).
Objective of Internal Control over Financial Reporting
In establishing adequate internal control over financial reporting, management has developed and maintained a
system of internal control, policies and procedures designed to provide reasonable assurance that information contained in
the accompanying consolidated financial statements and other information presented in this annual report is reliable, does
not contain any untrue statement of a material fact or omit to state a material fact, and fairly presents in all material respects
the financial condition, results of operations and cash flows of the Company as of and for the periods presented in this
annual report. These include controls and procedures designed to ensure that this information is accumulated and
communicated to the Company’s management, including its principal executive officer and principal financial officer, as
appropriate for all timely decisions regarding required disclosure. Significant elements of the Company’s internal control
over financial reporting include, for example:
Hiring skilled accounting personnel and training them appropriately;
•
• Written accounting policies;
• Written documentation of accounting systems and procedures;
•
•
•
Segregation of incompatible duties;
Internal audit function to monitor the effectiveness of the system of internal control; and
Oversight by an independent Audit Committee of the Board of Directors.
Management’s Evaluation
Management, with the participation of the Company’s principal executive officer and principal financial officer, has
evaluated the Company’s internal control over financial reporting using the criteria established in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on its evaluation as of December 31, 2021, management believes that the Company’s internal control over
financial reporting is effective in achieving the objectives described above.
108
The Company’s independent registered public accounting firm’s report on the effectiveness of our internal control
over financial reporting appears herein.
ITEM 9B.
OTHER INFORMATION
None.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
109
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We incorporate by reference the information appearing under “Information about our Executive Officers” in Item 1
of this Form 10-K and under “Election of Directors” and “Corporate Governance” in our definitive Proxy Statement for our
2022 Annual Meeting of Stockholders, which we expect to file with the SEC within 120 days after December 31, 2021 (the
“Proxy Statement”).
ITEM 11.
EXECUTIVE COMPENSATION
We incorporate by reference the information appearing under “Director Compensation” and “Executive
Compensation” and “Corporate Governance — Human Capital and Compensation Committee Interlocks and Insider
Participation” and “Human Capital and Compensation Committee Report” in the Proxy Statement.
ITEM 12.
RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
We incorporate by reference the information appearing under “Principal Stockholders” and “Election of Directors”
in the Proxy Statement.
Equity Compensation Plan Information
The following table includes information about our equity compensation plans at December 31, 2021:
Securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
Weighted
average exercise
price of
outstanding
options, warrants
and rights
(In thousands, except per share data)
Securities
available for
future issuance
under equity
compensation
plans
Equity compensation plans approved by security holders (1)
Equity compensation plans not approved by security
holders
6,539 $
24.33
20,080
—
—
—
(1) As of December 31, 2021, we had 4.0 million restricted stock units and 1.7 million performance share units outstanding that do not have an
exercise price; therefore, the weighted average per share exercise price only relates to outstanding stock appreciation rights. The amount included
in the securities outstanding above for performance share units assumes that each target price is achieved.
ITEM 13.
INDEPENDENCE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS,
We incorporate by reference the information appearing under “Transactions with Related Persons” and “Corporate
Governance” in the Proxy Statement.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
We incorporate by reference the information appearing under “Ratification of Selection of Independent Registered
Public Accounting Firm” in the Proxy Statement.
110
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV
(a)(1). Financial Statements. The following consolidated financial statements of the Company are filed as part of
this report under Item 8 – “Financial Statements and Supplementary Data.”
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets — December 31, 2021 and 2020
Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders’ Equity
Notes to Consolidated Financial Statements
59
62
63
64
65
66
67
(a)(2). Financial Statement Schedule. The following financial statement schedule of the Company is filed as part
of this report under Item 8 – “Financial Statements and Supplementary Data.”
Years Ended December 31, 2021, 2020 and 2019
Schedule II — Valuation and Qualifying Accounts
107
The financial information included in the financial statement schedule should be read in conjunction with the
consolidated financial statements. All other financial statement schedules have been omitted because they are not
applicable, or the required information is included in the consolidated financial statements or the notes thereto.
(a)(3). Exhibits.
Exhibit
Number
2.1
2.2
2.3
2.4
2.5
3.1
3.2
Description
Equity Purchase Agreement by and between MGM CC Holdings, Inc., Infinity World Development Corp.
and, solely for purposes of Article X thereof, MGM Resorts International, dated as of June 30, 2021
(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on July 1,
2021).
Master Transaction Agreement by and among MGM Resorts International, CityCenter Land, LLC and Ace
Purchaser LLC, dated as of June 30, 2021 (incorporated by reference to Exhibit 2.2 of the Company’s
Current Report on Form 8-K filed on July 1, 2021).
Master Transaction Agreement, by and among MGM Resorts International, MGM Growth Properties LLC,
MGM Growth Properties Operating Partnership LP, VICI Properties Inc., Venus Sub LLC, VICI Properties
L.P. and VICI Properties OP LLC, dated as of August 4, 2021 (incorporated by reference to Exhibit 2.1 of
the Company’s Current Report on Form 8-K filed on August 5, 2021).
Purchase Agreement by and among BRE Spade Parent LLC, BRE Spade PropCo Holdings LLC, BRE Spade
Mezz 1 LLC, BRE Spade Voteco LLC and MGM Resorts International, dated as of September 26, 2021
(incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on September
28, 2021).
Purchase Agreement by and between MGM Resorts International and HR Nevada, LLC, dated as of
December 13, 2021 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K
filed on December 14, 2021).
Amended and Restated Certificate of Incorporation of the Company, dated June 14, 2011 (incorporated by
reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
Amended and Restated Bylaws of the Company, effective January 13, 2021 (incorporated by reference to
Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on January 15, 2021).
4.1(1)
Indenture, dated November 15, 1996, by and between Mandalay and Wells Fargo Bank (Colorado), N.A., as
Trustee (the “Mandalay November 1996 Indenture”) (incorporated by reference to Exhibit 4(e) to the
Mandalay October 1996 10-Q).
111
4.1(2)
4.1(3)
4.1(4)
4.1(5)
4.1(6)
4.1(7)
4.1(8)
4.1(9)
4.1(10)
4.1(11)
4.1(12)
4.1(13)
4.1(14)
4.1(15)
4.1(16)
Supplemental Indenture, dated as of November 15, 1996, to the Mandalay November 1996 Indenture, with
respect to $150 million aggregate principal amount of 7.0% Senior Notes due 2036 (incorporated by
reference to Exhibit 4(f) to the Mandalay October 1996 10-Q).
7.0% Senior Notes due February 15, 2036, in the principal amount of $150,000,000 (incorporated by
reference to Exhibit 4(g) to the Mandalay October 1996 10-Q).
Indenture, dated March 22, 2012, between the Company and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 22,
2012).
First Supplemental Indenture, dated March 22, 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 of the Company’s Current Report on Form
8-K filed on March 22, 2012).
Fourth Supplemental Indenture, dated November 25, 2014, among the Company, the guarantors named
therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among
the Company and U.S. Bank National Association, as trustee, relating to the 6.000% senior notes due 2023
(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November
25, 2014).
Fifth Supplemental Indenture, dated August 19, 2016, among MGM Resorts International, the guarantors
named therein and U.S. 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 Company’s Current Report on Form
8-K filed on August 19, 2016).
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 Company’s Current Report on Form
8-K filed on June 18, 2018).
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 Company’s Current Report on Form
8-K filed on April 10, 2019).
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 Company’s Current Report on Form
8-K filed on May 4, 2020).
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 Company’s Current Report on Form
8-K filed on October 13, 2020).
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 Exhibit 4.1 of the Current Report on Form 8-K of MGM Growth
Properties LLC filed on August 12, 2016).
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 of the Company’s
Current Report on Form 8-K filed April 21, 2016).
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 Exhibit 4.1 of the Current Report on Form 8-K of MGM Growth
Properties LLC and MGM Growth Properties Operating Partnership LP filed on September 21, 2017).
Indenture, dated as of January 25, 2019, 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 Exhibit 4.1 of the Current Report on Form 8-K of MGM Growth
Properties LLC and MGM Growth Properties Operating Partnership LP filed on January 25, 2019).
Supplemental Indenture to the Indentures, dated as of June 15, 2018, among MGP OH, Inc., MGP Finance
Co-Issuer, Inc. and MGM Growth Properties Operating Partnership LP (incorporated by reference to Exhibit
4.1 to the Quarterly Report on Form 10-Q of MGM Growth Properties LLC and MGM Growth Properties
Operating Partnership LP filed on August 7, 2018).
112
4.1(17)
4.1(18)
4.1(19)
4.1(20)
4.1(21)
4.1(22)
4.1(23)
4.1(24)
4.1(25)
4.1(26)
4.1(27)
4.1(28)
4.1(29)
4.1(30)
Second Supplemental Indenture to the Indentures, dated as of July 10, 2018, among Northfield Park
Associates LLC, Cedar Downs OTB, LLC, MGP Finance Co-Issuer, Inc. and MGM Growth Properties
Operating Partnership LP (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of
MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on November 6,
2018).
Third Supplemental Indenture to the Indentures, dated as of January 29, 2019, among MGP Yonkers Realty
Sub, LLC, YRL Associates, L.P., MGP Finance Co-Issuer, Inc., MGM Growth Properties Operating
Partnership LP, the Subsidiary Guarantors named therein, and U.S. Bank National Association, as Trustee
(incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of MGM Growth Properties
LLC and MGM Growth Properties Operating Partnership LP filed on May 7, 2019).
Fourth Supplemental Indenture to the Indentures, dated as of March 29, 2019, among MGP, MGP OH
Propco, LLC, MGP Finance Co-Issuer, Inc., MGM Growth Properties Operating Partnership LP, the
Subsidiary Guarantors named therein, and U.S. Bank National Association, as Trustee (incorporated by
reference to Exhibit 4.3 of the Company’s Quarterly Report on Form 10-Q of MGM Growth Properties LLC
and MGM Growth Properties Operating Partnership LP filed on May 7, 2019).
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 Company’s Current Report on Form 8-K filed on May 16, 2019).
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 Company’s Current Report on Form 8-K filed on May 16, 2019).
Indenture, dated as of June 5, 2020, 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 Exhibit 4.1 of the Current Report on Form 8-K of MGM Growth
Properties LLC and MGM Growth Properties Operating Partnership LP filed on June 5, 2020).
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).
Indenture, dated as of November 19, 2020, 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 Exhibit 4.1 of the Current Report on Form 8-K of MGM Growth
Properties LLC and MGM Growth Properties Operating Partnership LP filed on November 20, 2020).
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).
Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of April 20,
2016, by and 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 Exhibit 4.1 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM
Growth Properties Operating Partnership LP filed on September 27, 2021).
Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of August 12,
2016, by and 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 Exhibit 4.2 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM
Growth Properties Operating Partnership LP filed on September 27, 2021).
Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of September 21,
2017, by and 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 Exhibit 4.3 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM
Growth Properties Operating Partnership LP filed on September 27, 2021).
Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of January 25,
2019, by and 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 Exhibit 4.4 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM
Growth Properties Operating Partnership LP filed on September 27, 2021).
First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of June 5, 2020, by
and 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
Exhibit 4.5 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM Growth
Properties Operating Partnership LP filed on September 27, 2021).
113
4.1(31)
4.2
4.3
4.4
10.1(1)
10.1(2)
10.1(3)
10.1(4)
10.1(5)
10.1(6)
10.1(7)
10.1(8)
10.1(9)
10.1(10)
10.1(11)
10.1(12)
10.1(13)
First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of November 19,
2020, by and 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 Exhibit 4.6 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM
Growth Properties Operating Partnership LP filed on September 27, 2021).
Guarantee (Mandalay Resort Group 7.0% Senior Notes due 2036), dated as of April 25, 2005, by the
Company and certain subsidiaries of the Company, in favor of The Bank of New York, as trustee for the
benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to
Exhibit 10.22 of the Company's Quarterly Report on Form 10-Q filed on November 9, 2005).
Amended and Restated Registration Rights Agreement, between MGM Growth Properties LLC and MGM
Resorts International, dated as of October 5, 2017 (incorporated by reference to Exhibit 10.8 of the Annual
Report on Form 10-K of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership
LP filed on March 1, 2018).
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).
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).
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).
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).
Third Amendment to Credit Agreement, dated March 23, 2018, 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 March 26, 2018).
Fourth Amendment to Credit Agreement, dated June 14, 2018, 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 June 18, 2018).
Fifth Amendment to Credit Agreement, dated as of February 14, 2020, 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 10.5 of MGM Growth Properties LLC Current
Report on Form 8-K filed on February 18, 2020).
Credit Agreement, dated as of November 24, 2021, among the Company, Bank of America, N.A., as
administrative agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed on November 26, 2021).
Revolving Credit Facility Agreement, dated August 12, 2019 (the “2019 Revolving Credit Facility”), by and
among MGM China Holdings Limited and certain Arrangers and Lenders party thereto (incorporated by
reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 13, 2019).
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 Company’s Quarterly Report on Form 10-Q filed on May 1, 2020).
Amendment Letter to the 2019 Revolving Credit Facility Agreement, dated April 9, 2020, by and among
MGM China Holdings Limited and certain Arrangers and Lenders Party thereto (incorporated by reference
to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 3, 2020).
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).
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 Company’s Annual
Report on Form 10-K filed on February 26, 2021).
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 Company’s Annual Report on Form 10-K filed on February 26, 2021).
114
10.1(14)
10.1(15)
10.1(16)
10.1(17)
10.1(18)
10.2(1)
10.2(2)
10.2(3)
10.2(4)
10.2(5)
10.4(1)
10.4(2)
10.4(3)
10.4(4)
10.4(5)
10.4(6)
10.4(7)
10.4(8)
10.4(9)
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 Company’s Annual Report on Form 10-K filed on February 26, 2021).
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 Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).
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 Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).
Guaranty Agreement, dated as of November 15, 2019 (incorporated by reference to Exhibit 10.3 to the
Company’s Current Report on Form 8-K filed on November 18, 2019).
Guaranty Agreement, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.2 of the
Company’s Quarterly Report on Form 10-Q filed on May 1, 2020).
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 of the Company’s Quarterly Report on Form 10-Q filed on November 7, 2011).
Sub-Concession Extension Contract, dated as of March 15, 2019, between MGM Grand Paradise Limited
and Sociedade de Jogos de Macau, S.A. (incorporated by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K filed on March 18, 2019).
MGM SJM Agreement, dated as of March 15, 2019, between MGM Grand Paradise Limited and Sociedade
de Jogos de Macau, S.A. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on
Form 8-K filed on March 18, 2019).
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 Company’s Quarterly Report on Form 10-Q filed on August 9, 2011).
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) of the Company’s Annual Report on Form 10-K filed on March 1, 2013).
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).
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 of the Company’s Current Report on Form 8-K filed
on August 1, 2016).
Second Amendment to Master Lease, dated as of October 5, 2017, between MGP Lessor, LLC and MGM
Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth
Properties LLC and MGM Growth Properties Operating Partnership LP filed on October 6, 2017).
Third Amendment to Master Lease Agreement, dated as of January 29, 2019, between MGP Lessor, LLC
and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of
MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on January 29,
2019).
Fourth Amendment to Master Lease Agreement, dated as of March 7, 2019, between MGP Lessor, LLC and
MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM
Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on March 8, 2019).
Fifth Amendment to Master Lease Agreement, dated as of April 1, 2019, between MGP Lessor, LLC and
MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM
Growth Properties LLC and MGM Growth Properties Operating Partnership LP on Form 8-K filed on April
4, 2019).
Sixth Amendment to Master Lease, by and between MGP Lessor, LLC and MGP Lessee, LLC, dated as of
February 14, 2020 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K
filed with the Commission on February 18, 2020).
Seventh Amendment to Master Lease Agreement, dated as of October 29, 2021, between MGP Lessor, LLC
and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on
Form 8-K filed on October 29, 2021).
Lease, by and between BCORE Paradise LLC and Bellagio, LLC, dated as of November 15, 2019
(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on
November 18, 2019).
115
10.4(10)
10.4(11)
10.4(12)
10.4(13)
10.4(14)
*10.5(1)
*10.5(2)
*10.5(3)
*10.5(4)
*10.5(5)
*10.5(6)
*10.5(7)
*10.5(8)
*10.5(9)
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 Company’s Quarterly Report on Form 10-Q filed on
August 6, 2021).
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).
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).
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
Company’s Current Report on Form 8-K filed on November 18, 2019).
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).
Amended and Restated 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed on June 10, 2014).
Second Amended and Restated Annual Performance-Based Incentive Plan for Executive Officers
(incorporated by reference to Appendix A of the Company’s Proxy Statement filed on April 20, 2016).
Deferred Compensation Plan II, as Amended and Restated, effective December 17, 2014 (incorporated by
reference to Exhibit 10.4(6) of the Company’s Annual Report on Form 10-K filed on March 2, 2015).
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).
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 ).
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).
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 Company’s Current Report on Form 8-K filed on
November 7, 2008).
Employment Agreement, effective as of April 1, 2020, by and between the Company and Corey Sanders
(incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on March 31,
2020).
Employment Agreement, effective as of April 1, 2020, by and between the Company and John McManus
(incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on March 31,
2020).
*10.5(10)
*10.5(11)
Employment Agreement, effective as of July 29, 2020, by and between the Company and William
Hornbuckle (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed
on July 31, 2020).
Employment Agreement, effective as of January 11, 2021, by and between the Company and Jonathan
Halkyard (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on
January 6, 2021).
*10.5(12)
Employment Agreement, effective June 3, 2021, by and between the Company and Tilak Mandadi.
*10.5(13) Amended and Restated Deferred Compensation Plan for Non-employee Directors, effective as of June 5,
2014 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on
August 11, 2014).
*10.5(14)
*10.5(15)
*10.5(16)
*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 of the Company’s Quarterly Report on Form 10-Q
filed on November 6, 2015).
Form of Restricted Stock Units Agreement of the Company (Performance) effective for awards granted in
October 2015 and thereafter (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report
on Form 10-Q filed on November 6, 2015).
Form of Sign-On RSU Award Agreement (incorporated by reference to Exhibit 10.2 of the Company’s
Current Report on Form 8-K filed on October 5, 2016).
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).
116
*10.5(18)
*10.5(19)
*10.5(20)
*10.5(21)
*10.5(22)
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).
Form of Performance Share Units Agreement of the Company effective for awards granted in October 2015
and thereafter (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q
filed on November 6, 2015).
Form of Bonus Performance Share Units Agreement of the Company, effective for bonus awards granted in
March 2016 and thereafter (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on
Form 10-Q filed on May 6, 2016).
Change of Control Policy for Executive Officers, dated as of November 5, 2012 (incorporated by reference
to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed on November 8, 2012).
Form of Memorandum Agreement re: Changes to Severance and Change of Control Policies (incorporated
by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed on November 8, 2012).
*10.5(23) 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(24) 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(25) 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(26)
Retirement Policy for Senior Officers, adopted January 10, 2017 (incorporated by reference to Exhibit 10.1
of the Company’s Current Report on Form 8-K filed on January 12, 2017).
*10.5(27) Amended and Restated Retirement Policy for Senior Officers, dated October 7, 2019 (incorporated by
*10.5(28)
*10.5(29)
*10.5(30)
*10.5(31)
*10.5(32)
*10.5(33)
*10.5(34)
*10.5(35)
*10.5(36)
*10.5(37)
*10.5(38)
*10.5(39)
*10.5(40)
*10.5(41)
*10.5(42)
reference to Exhibit 10.5(31) of the Company’s Annual Report on Form 10-K filed on February 27, 2020).
Form of Letter to Employees re: Existing Equity Awards (incorporated by reference to Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed on March 10, 2017).
Form of Performance Share Unit Agreement (Bonus Payout) (incorporated by reference to Exhibit 10.2 of
the Company’s Current Report on Form 8-K filed on March 10, 2017).
Form of Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.3 of
the Company’s Current Report on Form 8-K filed on March 10, 2017).
Form of Restricted Stock Unit Agreement (Non-Employee Director) (incorporated by reference to Exhibit
10.4 of the Company’s Current Report on Form 8-K filed on March 10, 2017).
Form of Restricted Stock Unit Agreement (with Performance Hurdle) (incorporated by reference to Exhibit
10.5 of the Company’s Current Report on Form 8-K filed on March 10, 2017).
Form of Restricted Stock Unit Agreement (no Performance Hurdle) (incorporated by reference to Exhibit
10.6 of the Company’s Current Report on Form 8-K filed on March 10, 2017).
Form of Restricted Stock Unit Agreement (Bonus RSUs) (incorporated by reference to Exhibit 10.5(40) of
the Company’s Annual Report on Form 10-K filed on March 1, 2018).
Form of Restricted Stock Unit (Deferred Payment Bonus) (incorporated by reference to Exhibit 10.1 of the
Company’s Quarterly Report on Form 10-Q filed on May 7, 2018).
Form of Relative Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit
10.5(41) of the Company’s Annual Report on Form 10‑K filed on March 1, 2018).
Form of Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.5(41)
of the Company’s Annual Report on Form 10-K filed on February 27, 2020).
Form of Performance Share Unit Agreement (Annual Grant, Messrs. Hornbuckle, Sanders & McManus)
(incorporated by reference to Exhibit 10.5(42) of the Company’s Annual Report on Form 10-K filed on
February 27, 2020).
Form of Restricted Stock Unit Agreement (with Performance Hurdle) (incorporated by reference to Exhibit
10.5(43) of the Company’s Annual Report on Form 10-K filed on February 27, 2020).
Form of Restricted Stock Unit Agreement (no Performance Hurdle) (incorporated by reference to Exhibit
10.5(44) of the Company’s Annual Report on Form 10-K filed on February 27, 2020).
Form of Relative Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit
10.5(45) of the Company’s Annual Report on Form 10-K filed on February 27, 2020).
Form of Relative Performance Share Unit Agreement (Annual Grant, Messrs. Hornbuckle, Sanders &
McManus) (incorporated by reference to Exhibit 10.5(46) of the Company’s Annual Report on Form 10-K
filed on February 27, 2020).
117
*10.5(43)
*10.5(44)
*10.5(45)
Form of Omnibus Amendment to Relative Performance Share Unit Agreements (incorporated by reference
to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2021).
Form of Relative Performance Share Unit Agreement (Annual Grant).
Form of Relative Performance Share Unit Agreement (Annual Grant, Messrs. Hornbuckle, Sanders &
McManus).
21
22
23.1
31.1
31.2
**32.1
**32.2
99.1
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
List of subsidiaries of the Company.
Subsidiary Guarantors.
Consent of Deloitte & Touche LLP, independent auditors to the Company.
Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d‑14(a).
Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d‑14(a).
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
Description of Regulation and Licensing.
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
Inline XBRL Taxonomy Extension Schema Document.
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
Inline XBRL Taxonomy Extension Definition Linkbase Document.
Inline XBRL Taxonomy Extension Label Linkbase Document.
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
The cover page from this Annual Report on Form 10-K for the year ended December 31, 2021, has been
formatted in Inline XBRL.
* Management contract or compensatory plan or arrangement.
** Exhibits 32.1 and 32.2 shall not be deemed filed with the SEC, nor shall they be deemed incorporated by reference in
any filing with the SEC under the Exchange Act or the Securities Act of 1933, as amended, whether made before or
after the date hereof and irrespective of any general incorporation language in any filings.
In accordance with Rule 402 of Regulation S-T, the XBRL information included in Exhibit 101 and Exhibit 104 to
this Form 10-K shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by
reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 16.
FORM 10-K SUMMARY
None.
118
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
MGM Resorts International
By:
/s/ WILLIAM J. HORNBUCKLE
William J. Hornbuckle
Chief Executive Officer and President
(Principal Executive Officer)
Dated: February 25, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ William J. Hornbuckle
William J. Hornbuckle
/s/ Jonathan S. Halkyard
Jonathan S. Halkyard
/s/ Todd R. Meinert
Todd R. Meinert
/s/ Paul Salem
Paul Salem
Chief Executive Officer and President
(Principal Executive Officer)
February 25, 2022
Chief Financial Officer and Treasurer
(Principal Financial Officer)
February 25, 2022
Senior Vice President and Chief Accounting
Officer
(Principal Accounting Officer)
February 25, 2022
Chairman of the Board
February 25, 2022
/s/ Mary Chris Jammet
Director
February 25, 2022
Mary Chris Jammet
/s/ Barry Diller
Barry Diller
Director
February 25, 2022
/s/ Alexis M. Herman
Director
February 25, 2022
Alexis M. Herman
/s/ Joseph Levin
Joseph Levin
Director
February 25, 2022
/s/ Rose McKinney-James
Director
February 25, 2022
Rose McKinney-James
119
Signature
/s/ Keith A. Meister
Keith A. Meister
Title
Director
Date
February 25, 2022
/s/ Gregory M. Spierkel
Director
February 25, 2022
Gregory M. Spierkel
/s/ Janet Swartz
Janet Swartz
/s/ Daniel J. Taylor
Daniel J. Taylor
Director
February 25, 2022
Director
February 25, 2022
120
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CORPORATE INFORMATION
BOARD OF DIRECTORS
PA UL S ALEM
Chairman of the Board
Senior Managing Director Emeritus,
Providence Equity Partners
MARY C HRIS J AMMET
Director
BARRY DILLER
Director
Chairman and Senior Executive of IAC
ALEXI S M. HERMAN
Director
President & CEO New Ventures
WILLI AM J. HORNBUCKLE
Director
Chief Executive Officer and President of
MGM Resorts International
JO EY LEVI N
Director
Chief Executive Officer of IAC
ROS E MCKIN N EY-JAMES
Director
Managing Principal, McKinney-James & Associates
KEITH A. MEISTER
Director
Managing Partner and Chief Investment Officer
of Corvex Management LP
GR EGORY M. SP IERKEL
Director
JAN SWARTZ
Director
Group President, Holland America Group
including Princess Cruises, Holland America Line,
Seabourn and Carnival Australia
DA NIEL J . TAYL OR
Director
MANAGEMENT TEAM
WILLI AM J. HORNBUCKLE
Chief Executive Officer and President
TILAK MAND ADI
Chief Strategy, Innovation & Technology Officer
CO REY SANDERS
Chief Operating Officer
JO NAT HAN HA LKYARD
Chief Financial Officer and Treasurer
JOHN M. MCMAN US
Executive Vice President,
General Counsel and Secretary
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