PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”), and certain financial performance measurements with respect to the Company. The Human Capital and Compensation Committee does not utilize CAP as a basis for making compensation decisions. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis” on page 47.

PAY VS. PERFORMANCE TABLE


YEAR	SUMMARY COMPENSATION TABLE TOTAL FOR PEO (MR. HORNBUCKLE) (A)			SUMMARY COMPENSATION TABLE TOTAL FOR PEO (MR. MURREN) (A)			COMPENSATION ACTUALLY PAID TO PEO (MR. HORNBUCKLE) (B)			COMPENSATION ACTUALLY PAID TO PEO (MR. MURREN) (B)			AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs (C)			AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs (B)(C)			VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:						NET INCOME (LOSS) ($ THOUSANDS) (F)				RELATIVE TSR (G)
YEAR				SUMMARY COMPENSATION TABLE TOTAL FOR PEO (MR. MURREN) (A)			COMPENSATION ACTUALLY PAID TO PEO (MR. HORNBUCKLE) (B)			COMPENSATION ACTUALLY PAID TO PEO (MR. MURREN) (B)						AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs (B)(C)			TOTAL SHAREHOLDER RETURN (D)			PEER GROUP TOTAL SHAREHOLDER RETURN (E)			NET INCOME (LOSS) ($ THOUSANDS) (F)				RELATIVE TSR (G)

2023		$	17,003,794		$	—		$	37,969,761		$	—		$	6,096,685		$	11,440,495		$	135.40		$	74.67		$	1,314,924		78 th percentile

2022			16,238,075			—			6,386,343			—			5,467,867			2,842,563			101.61			57.48			206,731		36 TH percentile

2021			13,274,524			—			29,119,443			—			5,668,010			9,147,716			135.97			77.17			1,208,389		84 th percentile

2020			13,988,135			36,180,335			22,190,584			24,162,737			5,440,857			5,270,119			95.44			88.55			(1,319,907	)	23 rd percentile

(A)	Amounts represent total compensation as reported for Messrs. Hornbuckle and Murren for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Compensation Tables—Summary Compensation Table.”

(B)	Amounts represent CAP, as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect the actual amount of compensation earned by or paid to the PEOs or the NEOs during the applicable year.

Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table


						MINUS				PLUS			PLUS/ (MINUS)				PLUS			PLUS/ (MINUS)				MINUS				EQUALS
	YEAR		SUMMARY COMPENSATION TABLE TOTAL ($)			REPORTED VALUE OF EQUITY AWARDS (1) ($)				YEAR END FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED DURING FISCAL YEAR ($)			YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING UNVESTED EQUITY AWARDS GRANTED IN PRIOR FISCAL YEARS ($)				FAIR VALUE AT VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED DURING THE FISCAL YEAR ($)			YEAR OVER YEAR CHANGE IN FAIR VALUE AS OF THE VESTING DATE (FROM THE END OF THE PRIOR FISCAL YEAR) OF EQUITY AWARDS GRANTED IN PRIOR YEARS VESTING DURING THE FISCAL YEAR ($)				FAIR VALUE AS OF END OF PRIOR FISCAL YEAR OF EQUITY AWARDS GRANTED IN PRIOR FISCAL YEAR THAT FAIL TO MEET THE APPLICABLE VESTING CONDITIONS DURING THE FISCAL YEAR ($)				COMPENSATION ACTUALLY PAID ($)

PEO (Hornbuckle)

		2023		$	17,003,794		$	(10,000,000	)		$	12,922,612		$	6,984,340			$	—		$	11,059,015			$	—			$	37,969,761

		2022			16,238,075			(10,000,000	)			10,933,421			(7,210,431	)			—			(3,574,722	)			—				6,386,343

		2021			13,274,524			(8,000,000	)			8,065,872			12,016,295				—			3,762,752				—				29,119,443

		2020			13,988,135			(11,942,950	)			23,378,267			(367,494	)			—			(240,016	)			(2,625,358	)			22,190,584

PEO (Murren)

		2020		$	36,180,335		$	(10,870,634	)		$	—		$	(1,037,152	)		$	7,000,000		$	(612,836	)		$	(6,496,976	)		$	24,162,737

Other Named Executive Officers (Average)

		2023		$	6,096,685		$	(3,125,000	)		$	4,038,351		$	2,285,821			$	—		$	2,144,638			$	—			$	11,440,495

		2022			5,467,867			(3,125,000	)			3,416,725			(2,007,681	)			—			(909,348	)			—				2,842,563

		2021			5,668,010			(3,209,438	)			3,489,191			1,883,198				—			1,316,755				—				9,147,716

		2020			5,440,857			(2,866,283	)			4,570,363			(202,976	)			—			(115,718	)			(1,556,124	)			5,270,119

The following information is relevant to the above table. The Reported Value of Equity Awards column includes the values originally reported in the Stock Awards column in the Summary Compensation Table (SCT). Fair value computations with respect to Absolute TSR PSUs and Relative TSR PSUs were computed in accordance with FASB ASC 718 using a Monte Carlo simulation. Fair value computations with respect to RSUs were computed based on the value of MGM stock on the date of computation, i.e., the end of the calendar year, the date of vesting, or the date of forfeiture, as the case may be. Footnote (c) below contains the names of the Named Executive Officers included in the averages. No information is presented in this table with regard to equity awards issued with respect to the annual incentive plan that were reported in the

Non-Equity

Incentive Plan Compensation column of the SCT, or with respect to RSUs issued in lieu of salary during 2020 that were reported in the Salary column of the SCT. With respect to Messrs. Murren and Rafiq, both of whom terminated in 2020, a portion of their PSUs became time-vested at termination, but the ultimate payout depended on satisfaction of the performance conditions of such awards; accordingly, their vesting date was treated as the end of the applicable performance period. With respect to Messrs. Murren and Rafiq, both of whom terminated in 2020, a portion of their RSUs became time-vested at termination but were subject to payout on the original vesting dates; since payout on such dates was subject to satisfaction of restrictive covenants that were part of the original terms of the award, the vesting date was treated as the original payment date. A portion of Mr. Murren’s $7 million RSU grant in 2020 was cash settled in 2020; since the original grant was reported in the Stock Award column, the cash settlement was not treated separately from the portion settled in stock.

(C)

Amounts represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Hornbuckle and Mr. Murren) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: for 2023 and 2022, Messrs. Halkyard, Sanders, Fritz, and McManus; for 2021, Messrs. Halkyard, Sanders, Mandadi, and McManus; and for 2020, Messrs. Sanders, McManus, and Rafiq.

(D)

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period beginning December 31, 2019, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(E)	Represents the weighted peer group TSR of the companies included in the Dow Jones U.S. Gambling Index.

(F)	Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(G)	Based on the S&P500 Constituents as of January 1 of relevant year.

Named Executive Officers, Footnote

The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: for 2023 and 2022, Messrs. Halkyard, Sanders, Fritz, and McManus; for 2021, Messrs. Halkyard, Sanders, Mandadi, and McManus; and for 2020, Messrs. Sanders, McManus, and Rafiq.

Adjustment To PEO Compensation, Footnote

Reconciliation of compensation actually paid to Mr. Hornbuckle, Mr. Murren and the other NEOs to amounts shown in the Summary Compensation Table


						MINUS				PLUS			PLUS/ (MINUS)				PLUS			PLUS/ (MINUS)				MINUS				EQUALS
	YEAR		SUMMARY COMPENSATION TABLE TOTAL ($)			REPORTED VALUE OF EQUITY AWARDS (1) ($)				YEAR END FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED DURING FISCAL YEAR ($)			YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING UNVESTED EQUITY AWARDS GRANTED IN PRIOR FISCAL YEARS ($)				FAIR VALUE AT VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED DURING THE FISCAL YEAR ($)			YEAR OVER YEAR CHANGE IN FAIR VALUE AS OF THE VESTING DATE (FROM THE END OF THE PRIOR FISCAL YEAR) OF EQUITY AWARDS GRANTED IN PRIOR YEARS VESTING DURING THE FISCAL YEAR ($)				FAIR VALUE AS OF END OF PRIOR FISCAL YEAR OF EQUITY AWARDS GRANTED IN PRIOR FISCAL YEAR THAT FAIL TO MEET THE APPLICABLE VESTING CONDITIONS DURING THE FISCAL YEAR ($)				COMPENSATION ACTUALLY PAID ($)

PEO (Hornbuckle)

		2023		$	17,003,794		$	(10,000,000	)		$	12,922,612		$	6,984,340			$	—		$	11,059,015			$	—			$	37,969,761

		2022			16,238,075			(10,000,000	)			10,933,421			(7,210,431	)			—			(3,574,722	)			—				6,386,343

		2021			13,274,524			(8,000,000	)			8,065,872			12,016,295				—			3,762,752				—				29,119,443

		2020			13,988,135			(11,942,950	)			23,378,267			(367,494	)			—			(240,016	)			(2,625,358	)			22,190,584

PEO (Murren)

		2020		$	36,180,335		$	(10,870,634	)		$	—		$	(1,037,152	)		$	7,000,000		$	(612,836	)		$	(6,496,976	)		$	24,162,737

Other Named Executive Officers (Average)

		2023		$	6,096,685		$	(3,125,000	)		$	4,038,351		$	2,285,821			$	—		$	2,144,638			$	—			$	11,440,495

		2022			5,467,867			(3,125,000	)			3,416,725			(2,007,681	)			—			(909,348	)			—				2,842,563

		2021			5,668,010			(3,209,438	)			3,489,191			1,883,198				—			1,316,755				—				9,147,716

		2020			5,440,857			(2,866,283	)			4,570,363			(202,976	)			—			(115,718	)			(1,556,124	)			5,270,119

Non-PEO NEO Average Compensation Actually Paid Amount

$ 11,440,495

2,842,563

9,147,716

5,270,119

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid Versus TSR 2020-2023

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid Versus

One-Year

Relative TSR vs. S&P 500 Constituents

Tabular List, Table

Financial Performance Measures

The three most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

•

Total Shareholder Return (“TSR”).

•

Relative TSR, measured with respect to the S&P 500 Index.

•

Stock Price.