MGM Resorts International

MGM Resorts International is a global gaming and entertainment company with domestic and international locations featuring best-in-class hotels and casinos, state-of-the-art meeting and conference spaces, live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings, as well as sports betting and online gaming operations. The company operates in highly competitive environments, competing against gaming companies as well as other hospitality companies in the markets in which it operates, neighboring markets, and other parts of the world, including non-gaming resort destinations such as Hawaii. Its gaming operations compete to a lesser extent with state-sponsored lotteries, off-track wagering, card parlors, and other forms of legalized gaming in the United States and internationally. The company believes it operates the highest quality resorts in each of the markets in which it operates.

Primary competitors named in the filing include major gaming and hospitality resorts with well-established and recognized brands, as well as smaller hotel offerings and peer-to-peer inventory sources. In Macau, key competitors include five other gaming concessionaires, and the company also encounters competition from major gaming centers located in other areas of Asia and around the world including Singapore, South Korea, Vietnam, Cambodia, the Philippines, Australia, and Las Vegas. For MGM Digital, primary competitors are other international online gaming companies. The company's primary methods of successfully competing include locating properties in desirable leisure and business travel markets, constructing and maintaining high-quality resorts, recruiting and retaining well-qualified employees, providing unique entertainment attractions, investing in digital offerings, and developing distinctive marketing and customer loyalty programs.

The company generates revenue primarily through casino operations, hotel rooms, food and beverage, entertainment, retail and other offerings, as well as sports betting and online gaming operations. Most of its revenue is cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. The company relies on the ability of its operations to generate operating cash flow to fund capital expenditures, provide excess cash flow for future development, acquisitions or investments, and repay debt financings. Central to its marketing approach is MGM Rewards, its tiered loyalty program, which enables customers to earn benefits across gaming and non-gaming experiences and serves as a vital tool for capturing guest preferences and behaviors.

As of December 31, 2025, the company operates 16 domestic casino properties and, through its approximate 56% controlling interest in MGM China Holdings Limited, which owns MGM Grand Paradise, S.A., operates two casino properties in Macau. The Las Vegas Strip Resorts segment consists of Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas, MGM Grand Las Vegas (including The Signature), Mandalay Bay (including W Las Vegas and Four Seasons), Luxor, New York-New York (including The Park), Excalibur, and Park MGM (including The Reserve at Park MGM). Over half of the net revenue from Las Vegas Strip Resorts is typically derived from non-gaming operations, including hotel, food and beverage, entertainment and other non-gaming amenities. The Regional Operations segment consists of MGM Grand Detroit, Beau Rivage, Gold Strike Tunica (until its disposition in February 2023), Borgata, MGM National Harbor, MGM Springfield, Empire City, and MGM Northfield Park, and the majority of the net revenue from Regional Operations is typically derived from gaming operations. MGM China's revenues are generated primarily from gaming operations conducted under a gaming concession held by MGM Grand Paradise, and the segment owns and operates MGM Macau and MGM Cotai casino resorts. MGM Digital is the consolidated online gaming portfolio primarily comprised of LeoVegas, which is headquartered in Sweden and Malta and operates internationally, primarily in Europe and, through its consolidated venture, in Brazil, with revenues derived from iGaming, digital slots and table games, as well as live dealer and online sports betting.

The company also has a 50% ownership interest in BetMGM, LLC, an unconsolidated affiliate which provides online sports betting and gaming in certain jurisdictions in North America, and a 50% ownership interest in MGM Osaka Corporation, an unconsolidated affiliate which is developing an integrated resort in Osaka, Japan. In the United Arab Emirates, the company currently has a non-gaming management agreement with Wasl Hospitality to bring the Bellagio, Aria, and MGM Grand brands to Dubai. The company's MGM Rewards loyalty platform enables guests to earn seamlessly across gaming and non-gaming activities, and it leverages data, analytics, and predictive modeling to personalize offers and create targeted upsell opportunities.

In the third quarter of 2025, the company determined it would withdraw its application for a commercial gaming license for Empire City, and recorded an impairment of the full amount of the Empire City reporting unit's goodwill of $256 million ¹ and charges for write-downs and impairments within "Property transactions, net" of $93 million ², of which charges primarily consist of the impairment of $52 million ³ relating to Empire City's existing gaming license. In October 2025, the company entered into an agreement to sell the operations of MGM Northfield Park for $546 million ⁴ in cash, subject to customary purchase price adjustments, and upon closing, the master lease between the company and VICI will be amended to remove MGM Northfield Park and to reflect a $53 million ⁵ reduction in annual cash rent, subject to a 2% ⁶ escalator on May 1, 2026. During 2025, the company paid $1.2 billion ⁷ relating to repurchases of its common stock pursuant to its stock repurchase plans, and the remaining availability under the April 2025 $2.0 billion ⁸ stock repurchase plan was $1.6 billion ⁹ as of December 31, 2025. The company also received $135 million ¹⁰ in distributions from BetMGM North America Venture in 2025.

Consolidated net revenues increased 2% ¹¹ in 2025 compared to 2024, reaching $17.537683 billion ¹² versus $17.240545 billion ¹³ in the prior year. Consolidated operating income decreased 33% ¹⁴ to $1.001780 billion ¹⁵ from $1.490456 billion ¹⁶ in 2024, driven primarily by $279 million ¹⁷ of goodwill impairment, $93 million ¹⁸ of write-offs and impairments related to Empire City recorded within property transactions, net, an increase in gaming taxes, and an increase in depreciation and amortization expense, partially offset by a $161 million ¹⁹ increase in income from unconsolidated affiliates and the increase in net revenues. Net income attributable to MGM Resorts International was $205.862 million ²⁰ compared to $746.558 million ²¹ in 2024, and diluted earnings per share was $0.76 ²² versus $2.40 ²³ in the prior year.

A key growth vector is the development of an integrated resort in Osaka, Japan through MGM Osaka, an unconsolidated affiliate. MGM Osaka signed an agreement with Osaka Prefecture and Osaka City in September 2023 to implement its government-certified Area Development Plan, and preliminary construction began on the site of the future resort in 2024. During 2025, the construction of the project progressed as anticipated. The company has cash commitments to fund MGM Osaka of JPY428 billion ²⁴, which represents its approximate 43.5% equity share, and expects to fund the estimated remaining amount of approximately JPY356.9 billion ²⁵ (approximately $2.3 billion ²⁶ as of December 31, 2025) on a quarterly basis through 2028, of which a portion it expects to fund in 2026 with the proceeds from the senior secured yen credit facility.

Another major growth vector is the expansion of the company's global digital gaming business. The company is growing its business internationally through MGM Digital by building on its core markets and identifying new opportunities for expansion and brand distribution, and continues to evolve its technology platform. BetMGM North America Venture is positioned as a long-term leader in online sports betting and iGaming, having launched Single App Single Wallet in Nevada and increased its parlay product capabilities with the addition of Angstrom technology. In October 2025, BetMGM North America Venture announced its expectations to distribute cash to its shareholders based upon its excess cash balances and minimum unrestricted cash thresholds going forward, of which the company would expect to receive its 50% share. The company also sees potential opportunity for gaming expansion in Dubai following the UAE's establishment of the General Commercial Gaming Regulatory Authority.

The company continues to refine its operating model to diversify business mix, improve operating efficiencies and increase margins, and has refined several improvement and cost cutting initiatives focused on labor, sourcing, and revenue generation. Las Vegas Strip Resorts Segment Adjusted EBITDAR margin decreased to 33.9% ²⁷ in 2025 compared to 35.2% ²⁸ in 2024, while Regional Operations Segment Adjusted EBITDAR margin increased to 30.8% ²⁹ in 2025 compared to 30.7% ³⁰ in 2024. MGM China's Segment Adjusted EBITDAR margin was 27.0% ³¹ in 2025, flat compared to the prior year.

The company has planned capital expenditures in 2026 of approximately $950 million to $1.05 billion ³² on a consolidated basis, of which approximately $190 million to $240 million ³³ relates to MGM China and is inclusive of the estimated amount of the gaming concession investment that relates to capital projects. The company expects to continue to repurchase shares pursuant to its share repurchase plans, and subsequent to December 31, 2025, repurchased approximately 2 million ³⁴ shares of its common stock for an aggregate amount of $89 million ³⁵, excluding excise tax.

The company has significant outstanding debt, interest payments, rent payments, and contractual obligations. As of December 31, 2025, the company had approximately $6.3 billion ³⁶ of principal amount of indebtedness outstanding on a consolidated basis, including $2.5 billion ³⁷ of outstanding indebtedness of MGM China. The company is required to make annual rent payments of $1.8 billion ³⁸, in the aggregate, under its triple net lease agreements, which are also subject to annual escalators. Expected cash interest payments for 2026, 2027, and 2028 are approximately $210 million ³⁹, $170 million ⁴⁰, and $155 million ⁴¹, respectively, excluding MGM China, and approximately $350 million ⁴², $275 million ⁴³, and $240 million ⁴⁴, respectively, on a consolidated basis, which includes MGM China.

The company faces structural headwinds from significant competition, including increased competition through online sports betting and iGaming, and the growth of retail gaming in areas outside Las Vegas. In 2025, the New York Gaming Commission issued licenses for three integrated resorts projects that will include live-dealer table games, which the company expects will increase competition in the Northeast corridor and may have a negative impact on its New York and New Jersey operations. The company's business is particularly sensitive to reductions in discretionary consumer spending and corporate spending on conventions, trade shows and business development, and adverse macroeconomic conditions including inflation, economic contraction, and geopolitical uncertainty may cause a decline in demand.

The company's Macau operations face specific constraints, including the requirement under MGM Grand Paradise's concession to implement certain investments in gaming and non-gaming projects, for which the non-gaming commitment is subject to increase if market-wide Macau annual gross gaming revenue reaches a specified level. The Macau government can terminate MGM Grand Paradise's concession under certain circumstances without compensating MGM Grand Paradise, and from the eighth year of the concession, the Macau government may redeem the concession by providing at least one year's prior notice and subject to the payment of reasonable and fair damages or indemnity. The concession contract expires on December 31, 2032 ⁴⁵, and there is no assurance that MGM Grand Paradise will be able to obtain an extension or be awarded a new gaming concession on favorable terms.

The company's substantial indebtedness of approximately $6.3 billion ⁴⁶ in principal amount, including $2.5 billion ⁴⁷ from MGM China, and significant financial commitments including annual rent payments of $1.8 billion ⁴⁸ under triple net leases, could adversely affect operations and limit flexibility. The company provides shortfall guarantees of $3.01 billion ⁴⁹ and $3.0 billion ⁵⁰ principal amount of indebtedness for the landlords of Bellagio and Mandalay Bay and MGM Grand Las Vegas, respectively, and a guarantee of 12.65 billion yen ⁵¹ (approximately $81 million ⁵² as of December 31, 2025) for 50% of MGM Osaka's obligations. A significant number of major gaming resorts are concentrated on the Las Vegas Strip, subjecting the company to greater risks than a more geographically diversified gaming company. The company recorded a non-cash impairment charge of the full amount of the Empire City reporting unit's goodwill of $256 million ⁵³ in 2025, and the fair value of one reporting unit in the MGM Digital segment exceeded its carrying value by only 7% ⁵⁴, with goodwill allocated of $341 million ⁵⁵, indicating potential further impairment risk. The Macau government can terminate MGM Grand Paradise's concession under certain circumstances without compensation, and the concession expires on December 31, 2032 ⁵⁶, with no assurance of extension or renewal on favorable terms.

Management's message emphasizes the company's vision to become the world's premier gaming entertainment company, built on five strategic pillars: Strong People and Culture, Customer-Centric Model, Gaming Entertainment, Operational Excellence, and Disciplined Capital Allocation to Maximize Shareholder Value. Management highlights the company's focus on driving profitability in integrated resorts in the U.S. and Macau, expanding its international brick-and-mortar footprint in the world's premier gaming markets, growing its global digital brands, and efficient capital allocation. Key strategic priorities for the period ahead include developing an integrated resort in Japan, expanding the BetMGM North America Venture, and advancing international digital opportunities. Management also notes that the company continues to focus on key growth opportunities and that the strategic plan is designed for ongoing review, measurement, and adjustment to seize emerging opportunities.