What the changes say
- Cybersecurity is newly emphasized, including AI-enabled attacks, nonredundant systems, and third-party provider vulnerabilities.
- Debt outstanding declined to $6.3 billion, including MGM China debt declining to $2.5 billion.
- Empire City’s goodwill was fully impaired in 2025, producing a $256 million non-cash charge.
- Debt-covenant restrictions were removed as a separately identified risk.
What changed since the prior 10-K
New
- NewRisks Related to Our Business, Industry, and Market Conditions
Further, our systems are not fully redundant and our disaster recovery planning cannot account for all possible scenarios that we may encounter
Cyberattacks, AI-enabled threats, nonredundant systems, and vulnerable third-party providers could disrupt operations or compromise company and customer data.
Dropped
- Dropped
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
Reworded
- 52% rewritten
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 cash-flow risk now specifically includes distributions from the BetMGM North America Venture, in addition to MGM China.
- 44% rewrittenRisks Related to Our Business, Industry, and Market Conditions
The failure to maintain the integrity of our information and other systems or customer information could result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations
No substantive change; the privacy-law and personal-data collection discussion is unchanged.
Was: The failure to maintain the integrity of our information and other systems or customer information can result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations
- 34% rewrittenRisks Related to Our Business, Industry, and Market Conditions
We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our future profits
The risk now includes business-strategy changes and cites a $256 million full goodwill impairment for Empire City in 2025.
- 21% rewritten
Our substantial indebtedness and significant financial commitments, including our rent payments and guarantees we provide of the indebtedness of the landlords of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could adversely affect our operations, development options, and financial results and impact our ability to satisfy our obligations
Consolidated debt decreased from $6.4 billion to $6.3 billion, while MGM China debt decreased from $3.0 billion to $2.5 billion.
All 33 risk factors
Headings as the filing states them, in filing order.
Other
- 01Our substantial indebtedness and significant financial commitments, including our rent payments and guarantees we provide of the indebtedness of the landlords of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could adversely affect our operations, development options, and financial results and impact our ability to satisfy our obligations21% rewritten
- 02Current 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 expenditures52% rewritten
- 03We 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 Business, Industry, and Market Conditions
- 04We 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
- 05Our business is affected by economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside
- 06We have suspended our payment of ongoing regular dividends to our stockholders, and may not elect to resume paying dividends in the foreseeable future or at all
- 07All 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
- 08Because 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
- 09We extend credit to a large portion of our customers and we may not be able to collect gaming receivables
- 10We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our future profits34% rewritten
- 11Leisure 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
- 12Co-investing in properties or businesses, including our investments in BetMGM North America Venture and MGM Osaka, decreases our ability to manage risk
- 13Any 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
- 14Our insurance coverage may not be adequate to cover all possible losses that our properties could suffer
- 15Any failure to protect our intellectual property could have a negative impact on the value of our brand names and adversely affect our business
- 16A significant portion of our labor force is covered by collective bargaining agreements
- 17Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results
- 18We 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
- 19Our operational efforts to expand our digital business in new geographic markets may not be successful
- 20The failure to maintain the integrity of our information and other systems or customer information could result in damage to our reputation, subject us to fines, payment of damages, lawsuits and restrictions on our use of data, and have a material adverse effect on our business, financial condition, and results of operations44% rewritten
- 21Further, our systems are not fully redundant and our disaster recovery planning cannot account for all possible scenarios that we may encounterNew
- 22We are subject to risks related to corporate social responsibility and reputation
- 23We are subject to risks and costs related to climate change
- 24Water scarcity could negatively impact our operations
Risks Related to Legal and Regulatory Matters and Changes in Public Policy
- 25Our 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
- 26For 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
- 27Any violation of the Foreign Corrupt Practices Act or any other similar anti-corruption laws could have a negative impact on us
- 28If the jurisdictions in which we operate increase taxes and fees, including gaming taxes, our results could be adversely affected
- 29The 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
- 30We face risks related to pending claims that have been, or future claims that may be, brought against us
Risks Related to Our Macau Operations
- 31We have agreed not to have any interest or involvement in gaming businesses in China, Macau, Hong Kong and Taiwan, other than through MGM China
- 32We are subject to risks associated with doing business outside of the United States
- 33Conflicts 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
Other MGM Resorts International 10-Ks
- FY2024 10-K risk factors33 risks
MGM carries $6.4 billion of consolidated debt and $1.8 billion in annual rent, limiting cash available for operations and growth.
Filed Feb 18, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.