What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-11-08 compared with 2023-08-02 · 170 added, 123 removed, 311 unchanged (49% of the section changed)

9 unchanged sentences

Refer to Note 3 in the accompanying consolidated financial statements for further discussion of this transaction.

In April 2023, the Japanese government officially certified the Area Development Plan (“ADP”) previously submitted by the city/prefecture of Osaka, Japan and our 50% owned venture.

In April 2023, LeoVegas entered into an agreement to acquire the majority ownership of digital gaming developer, Push Gaming Holding Limited.

The transaction is subject to regulatory and customary approvals and is expected to close in the third quarter of 2023.

In April 2023, the Japanese government officially certified the ADP for the development of an integrated resort in Osaka, which was previously submitted by the city/prefecture of Osaka, Japan and Osaka IR KK, and, in September 2023, Osaka IR KK signed an agreement with Osaka to implement the ADP.

In August 2023, LeoVegas completed the acquisition of the majority ownership of Push Gaming.

Cybersecurity Issue

In September 2023, we identified a cybersecurity issue involving unauthorized access to certain of our U.S.

systems by criminal actors (the “Cybersecurity Issue”).

Upon discovery of the Cybersecurity Issue, we shut down certain systems to mitigate risk to customer information, which resulted in operational disruptions at our domestic properties during the third quarter of 2023.

Based on the ongoing investigation, we believe that the unauthorized activity is contained at this time.

We determined that the criminal actors obtained, for some of our customers, personal information (including name, contact information (such as phone number, email address and postal address), gender, date of birth and driver’s license numbers).

For a limited number of customers, Social Security numbers and passport numbers were also obtained by the criminal actors.

The types of impacted information varied by individual.

At this time, we do not believe that customer passwords, bank account numbers or payment card information were obtained by the criminal actors.

However, our investigation is ongoing as we work to understand the full nature and scope of the data accessed or obtained by the criminal actors.

In connection with the Cybersecurity Issue, we became subject to consumer class actions to which we will respond in due course.

However, we cannot predict the timing or outcome of any of these potential matters, or whether we may be subject to additional legal proceedings, claims, regulatory inquiries, investigations, or enforcement actions.

The Cybersecurity Issue, together with the incident response efforts discussed above, resulted in some disruptions to our business operations, which had a negative impact on Adjusted Property EBITDAR for the Las Vegas Strip Resorts and Regional Operations in September 2023.

In the third quarter of 2023, we also incurred expenses for technology consulting services, legal fees and other third-party advisors for this issue, which were not material to the three months ended September 30, 2023.

We have incurred, and may continue to incur, certain expenses related to the Cybersecurity Issue, including expenses to respond to, remediate, and investigate this matter.

Although we have cybersecurity insurance that we expect will cover these expenses, the full scope of the costs and related impacts of this issue have not been determined.

The Cybersecurity Issue is not expected to have a material effect on our financial condition and results of operations.

Impact of COVID-19 - Update

On January 8, 2023, Macau lifted the majority of its COVID-19 pandemic travel and quarantine restrictions with the exception of overseas visitors travelling from outside of mainland China, Hong Kong and Taiwan being required to present a negative nucleic acid test or rapid antigen test result, and on February 6, 2023 all remaining COVID-19 travel restrictions were removed.

As of June 30, 2023, all of our properties were open and not subject to any COVID-19 related operating restrictions.

On January 8, 2023, Macau lifted the majority of its COVID-19 pandemic travel and quarantine restrictions with the

exception of overseas visitors travelling from outside of mainland China, Hong Kong and Taiwan being required to present a negative nucleic acid test or rapid antigen test result, and on February 6, 2023 all remaining COVID-19 travel restrictions were removed.

As of September 30, 2023, all of our properties were open and not subject to any COVID-19 related operating restrictions.

Key Performance Indicators

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

1 unchanged sentence

Net revenues $ 3,973,183 $ 3,416,072 $ 11,788,686 $ 9,535,269

Operating income 371,378 2,381,451 1,102,217 2,487,239

Net income 243,544 1,622,625 723,427 1,587,832

Net income attributable to MGM Resorts International 200,796 1,783,937 667,603 1,765,921

Consolidated net revenues increased 21% for the three months ended June 30, 2023 compared to the prior year quarter due primarily to a 418% increase at MGM China as a result of the removal of travel and entry restrictions in Macau, partially offset by a decrease at our Regional Operations of 3% due primarily to the disposition of Gold Strike Tunica.

Net revenues at our Las Vegas Strip Resorts were flat.

Consolidated operating income decreased 84% for the three months ended June 30, 2023 compared to the prior year quarter.

The decrease was due to a $2.3 billion gain in the prior year quarter related to the VICI Transaction, an increase in rent expense recorded within general and administrative expense for the VICI and The Cosmopolitan leases, which commenced in April 2022 and May 2022, respectively, partially offset by the increase in net revenues, as discussed above, and a decrease in depreciation and amortization expense.

Depreciation and amortization expense decreased $163 million compared to the prior year quarter, due primarily to the amortization in the prior year quarter related to the MGM Grand Paradise gaming subconcession, which became fully amortized as of December 31, 2022, and the deconsolidation of MGP in April 2022.

Consolidated net revenues increased 28% for the six months ended June 30, 2023 compared to the prior year period due primarily to a 230% increase at MGM China as a result of the removal of travel and entry restrictions in Macau, a 14% increase at our Las Vegas Strip Resorts as the current year period benefited from the inclusion of a full year of operating results of The Cosmopolitan, which was partially offset by the disposition of The Mirage, and a 1% increase at our Regional Operations as a result of increases in non-gaming revenues, partially offset by the disposition of Gold Strike Tunica.

Consolidated operating income decreased 56% for the six months ended June 30, 2023 compared to the prior year period.

The decrease was due to a $2.3 billion gain in the prior year period related to the VICI Transaction and an increase in rent expense recorded within general and administrative expense for the VICI and The Cosmopolitan leases, partially offset by a $399 million gain in the current year period related to the sale of the operations of Gold Strike Tunica recorded in property transactions, net, the increase in net revenues, as discussed above, and a $248 million decrease in depreciation and amortization expense.

Depreciation and amortization expense decreased compared to the prior year period due to the deconsolidation of MGP in April 2022 and due to the amortization in the prior year period related to the MGM Grand Paradise gaming subconcession.

Operating income (loss) 369,936 (1,045,971) 1,472,153 1,441,268

Net income (loss) 211,885 (1,061,087) 935,312 526,745

Net income (loss) attributable to MGM Resorts International 161,117 (576,830) 828,720 1,189,091

Consolidated net revenues increased 16% for the three months ended September 30, 2023 compared to the prior year quarter due primarily to a 829% increase at MGM China, partially offset by a decrease at our Las Vegas Strip Resorts of 8% and Regional Operations of 5%.

Consolidated operating income increased to $370 million for the three months ended September 30, 2023 compared to an operating loss of $1.0 billion in the prior year quarter due primarily to the increase in net revenues mentioned above and a decrease in depreciation and amortization expense.

Depreciation and amortization expense decreased $1.2 billion compared to the prior year quarter, due primarily to the amortization in the prior year quarter related to the MGM Grand Paradise gaming subconcession, which became fully amortized as of December 31, 2022.

Consolidated net revenues increased 24% for the nine months ended September 30, 2023 compared to the prior year period due primarily to a 335% increase at MGM China and a 5% increase at our Las Vegas Strip Resorts, partially offset by a 1% decrease at our Regional Operations.

Consolidated operating income increased 2% for the nine months ended September 30, 2023 compared to the prior year period.

The increase was due primarily to the increase in net revenues, discussed above, a $1.5 billion decrease in depreciation and amortization expense, and a $399 million gain in the current year period related to the sale of the operations of Gold Strike Tunica recorded in property transactions, net, partially offset by a $2.3 billion gain in the prior year period related to the VICI Transaction and an increase in rent expense recorded within general and administrative expense for the VICI and The Cosmopolitan leases, which commenced in April 2022 and May 2022, respectively.

Depreciation and amortization expense decreased compared to the prior year period due primarily to the deconsolidation of

MGP in April 2022 and due to the amortization in the prior year period related to the MGM Grand Paradise gaming subconcession.

Net Revenues by Segment

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

21 unchanged sentences

Las Vegas Strip Resorts

Las Vegas Strip Resorts casino revenue decreased 1% for the three months ended June 30, 2023 compared to the prior year quarter due primarily to an increase in non-gaming incentives and increased 2% for the six months ended June 30, 2023 compared to the prior year period due primarily to an increase in table games drop and slot handle.

Both the three and six months ended June 30, 2023 benefited from a full period of operating results of The Cosmopolitan, partially offset by the disposition of The Mirage.

Las Vegas Strip Resorts net revenues decreased 8% for the three months ended September 30, 2023 due primarily to the disposition of The Mirage and the Cybersecurity Issue that occurred in September 2023.

Las Vegas Strip Resorts net revenues increased 5% for the nine months ended September 30, 2023 due primarily to a full period of operating results of The Cosmopolitan and an increase in non-gaming revenues, partially offset by the disposition of The Mirage and the impact of the Cybersecurity Issue.

Las Vegas Strip Resorts casino revenue decreased 5% for the three months ended September 30, 2023 compared to the prior year quarter due primarily to the items affecting the quarter discussed above, and decreased 1% for the nine months ended September 30, 2023 compared to the prior year period due primarily to an increase in non-gaming incentives.

The nine months ended September 30, 2023 benefited from a full period of operating results of The Cosmopolitan, partially offset by the disposition of The Mirage.

The following table shows key gaming statistics for our Las Vegas Strip Resorts:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

6 unchanged sentences

Slot win % 9.3 % 9.3 % 9.3 % 9.3 %

Las Vegas Strip Resorts rooms revenue increased 2% for the three months ended June 30, 2023 compared to the prior year quarter and increased 23% for the six months ended June 30, 2023 compared to the prior year period due to an increase in RevPAR.

The six months ended June 30, 2023 also benefited from a full period of operating results of The Cosmopolitan, partially offset by the disposition of The Mirage.

Las Vegas Strip Resorts rooms revenue decreased 6% for the three months ended September 30, 2023 compared to the prior year quarter due primarily to the items affecting the quarter discussed above, and increased 12% for the nine months ended September 30, 2023 compared to the prior year period due primarily to a full period of operating results of The Cosmopolitan and an increase in RevPAR, partially offset by the disposition of The Mirage.

The following table shows key hotel statistics for our Las Vegas Strip Resorts:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

3 unchanged sentences

$ 216 $ 210 $ 226 $ 192

Las Vegas Strip Resorts food and beverage revenue increased 7% for the three months ended June 30, 2023 compared to the prior year quarter due primarily to a full quarter of operating results of The Cosmopolitan and an increase in catering and banquet revenue, partially offset by the disposition of The Mirage.

Las Vegas Strip Resorts entertainment, retail and other revenues decreased 9% for the three months ended June 30, 2023 compared to the prior year quarter due primarily to the disposition of The Mirage, partially offset by a full quarter of operating results of The Cosmopolitan.

Las Vegas Strip Resorts food and beverage revenue increased 25% for the six months ended June 30, 2023 compared to the prior year period due primarily to a full quarter of operating results of The Cosmopolitan and an increase in covers and catering and banquet revenue, partially offset by the disposition of The Mirage.

Las Vegas Strip Resorts entertainment, retail and other revenues decreased 1% for the six months ended June 30, 2023 compared to the prior year period due primarily to the disposition of The Mirage, partially offset by a full quarter of operating results of The Cosmopolitan and an increase in revenue from theater shows.

Las Vegas Strip Resorts food and beverage revenue decreased 9% for the three months ended September 30, 2023 compared to the prior year quarter due primarily to the items affecting the quarter discussed above.

Las Vegas Strip Resorts food and beverage revenue increased 12% for the nine months ended September 30, 2023 compared to the prior year period due primarily to a full period of operating results of The Cosmopolitan and an increase in covers and catering and banquet revenue, partially offset by the disposition of The Mirage.

Las Vegas Strip Resorts entertainment, retail and other revenues decreased 18% for the three months ended September 30, 2023 compared to the prior year quarter due primarily to the items affecting the quarter discussed above and a decrease in theater revenues and attrition revenues.

Las Vegas Strip Resorts entertainment, retail and other revenues decreased 7% for the nine months ended September 30, 2023 compared to the prior year period due primarily to the disposition of The Mirage and a decrease in attrition revenue, partially offset by a full period of operating results of The Cosmopolitan and an improved event calendar.

Regional Operations

Regional Operations casino revenue decreased 7% for the three months ended June 30, 2023 compared to the prior year quarter due primarily to the disposition of Gold Strike Tunica.

Regional Operations casino revenue decreased 3% for the six months ended June 30, 2023 compared to the prior year period due to the disposition of Gold Strike Tunica, partially offset by an increase in slot handle.

Regional Operations net revenues decreased 5% for the three months ended September 30, 2023 and decreased 1% for the nine months ended September 30, 2023 due primarily to the disposition of Gold Strike Tunica and the Cybersecurity Issue that occurred in September 2023.

Regional Operations casino revenue decreased 6% for the three months ended September 30, 2023 compared to the prior year quarter and Regional Operations casino revenue decreased 4% for the nine months ended September 30, 2023 compared to the prior year period due primarily to the items affecting each period discussed above.

The following table shows key gaming statistics for our Regional Operations:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

6 unchanged sentences

Slot win % 9.7 % 9.5 % 9.6 % 9.5 %

Regional Operations rooms revenue increased 8% for the three months ended June 30, 2023 compared to the prior year quarter and increased 14% for the six months ended June 30, 2023 compared to the prior year period due to an increase in RevPAR, partially offset by the disposition of Gold Strike Tunica.

Regional Operations food and beverage revenue increased 5% for the three months ended June 30, 2023 compared to the prior year quarter and increased 13% for the six months ended June 30, 2023 compared to the prior year period.

Regional Operations entertainment, retail and other revenue increased 20% for the three months ended June 30, 2023 compared to the prior year quarter and increased 22% for the six months ended June 30, 2023 compared to the prior year period.

The changes were driven by an increase in covers as non-gaming amenities had not yet returned to pre-COVID-19 volumes in the comparative prior year periods, partially offset by the disposition of Gold Strike Tunica.

Regional Operations rooms revenue increased 1% for the three months ended September 30, 2023 compared to the prior year quarter and increased 8% for the nine months ended September 30, 2023 compared to the prior year period due primarily to an increase in RevPAR.

Regional Operations food and beverage revenue decreased 6% for the three months ended September 30, 2023 compared to the prior year quarter due primarily to the items affecting the quarter discussed above, and increased 6% for the nine months ended September 30, 2023 compared to the prior year period due primarily to an increase in restaurant covers.

Regional Operations entertainment, retail and other revenue increased 1% for the three months ended September 30, 2023 compared to the prior year quarter and increased 14% for the nine months ended September 30, 2023 compared to the prior year period.

The changes were primarily driven by an improved event calendar compared to prior year periods, partially offset by the disposition of Gold Strike Tunica.

MGM China net revenues increased 829% for the three months ended September 30, 2023 and increased 335% for the nine months ended September 30, 2023 due primarily to an increase in casino revenue discussed below.

The following table shows key gaming statistics for MGM China:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

3 unchanged sentences

Main floor table games win % 21.5 % 21.4 % 22.2 % 22.4 %

MGM China casino revenues increased 454% for the three months ended June 30, 2023 compared to the prior year quarter and increased 248% for the six months ended June 30, 2023 compared to the prior year period due to the removal of COVID-19 related travel and entry restrictions in Macau.

MGM China casino revenues increased 915% for the three months ended September 30, 2023 compared to the prior year quarter and increased 359% for the nine months ended September 30, 2023 compared to the prior year period due primarily to the removal of COVID-19 related travel and entry restrictions in Macau.

Corporate and other

Corporate and other revenue primarily includes revenues from LeoVegas, other corporate operations, and management services.

The increase in the three and six months ended June 30, 2023 compared to the comparative prior year periods is primarily due to the acquisition of LeoVegas in September 2022.

The increase in the three and nine months ended September 30, 2023 compared to the comparative prior year periods is primarily due to the acquisition of LeoVegas in September 2022.

Adjusted Property EBITDAR and Adjusted EBITDAR

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

6 unchanged sentences

Las Vegas Strip Resorts

Las Vegas Strip Resorts Adjusted Property EBITDAR decreased 6% for the three months ended June 30, 2023 compared to the prior year quarter.

Las Vegas Strip Resorts Adjusted Property EBITDAR margin decreased to 36.2% for the three months ended June 30, 2023 compared to 38.6% in the prior year quarter due primarily to an increase in payroll related expenses compared to the prior year quarter.

Las Vegas Strip Resorts Adjusted Property EBITDAR increased 14% for the six months ended June 30, 2023 compared to the prior year period.

Las Vegas Strip Resorts Adjusted Property EBITDAR margin was 37.3% for the six months ended June 30, 2023, flat compared to the prior year period as the increase in rooms revenues discussed above was offset primarily by an increase in payroll related expenses.

Las Vegas Strip Resorts Adjusted Property EBITDAR decreased 16% for the three months ended September 30, 2023 compared to the prior year quarter.

Las Vegas Strip Resorts Adjusted Property EBITDAR margin decreased to 33.9% for the three months ended September 30, 2023 compared to 36.8% in the prior year quarter due primarily to the Cybersecurity Issue and an increase in payroll related expenses.

Las Vegas Strip Resorts Adjusted Property EBITDAR increased 3% for the nine months ended September 30, 2023 compared to the prior year period.

Las Vegas Strip Resorts Adjusted Property EBITDAR margin was 36.2% for the nine months ended September 30, 2023, compared to 37.1% in the prior year period due primarily to an increase in payroll related expenses and the Cybersecurity Issue, partially offset by the increase in rooms revenues discussed above.

Regional Operations

Regional Operations Adjusted Property EBITDAR decreased 14% for the three months ended June 30, 2023 compared to the prior year quarter.

Regional Operations Adjusted Property EBITDAR margin decreased to 31.7% for the three months ended June 30, 2023 compared to 35.4% in the prior year quarter due primarily to the decrease in casino revenues and an increase in payroll related expenses.

Regional Operations Adjusted Property EBITDAR decreased 7% for the six months ended June 30, 2023, compared to the prior year period.

Regional Operations Adjusted Property EBITDAR margin decreased to 32.4% for the six months ended June 30, 2023 compared to 35.3% in the prior year period.

The margin decreases were due primarily to the decrease in casino revenues and an increase in payroll related expenses.

MGM China Adjusted Property EBITDAR was $209 million for the three months ended June 30, 2023 compared to Adjusted Property EBITDAR loss of $52 million the prior year quarter due primarily to the increase in revenues, discussed above.

MGM China Adjusted Property EBITDAR was $378 million for the six months ended June 30, 2023 compared to Adjusted Property EBITDAR loss of $78 million in the prior year period.

The increase was due primarily to the increase in revenues, discussed above, and the prior year period included an $18 million charge related to litigation reserves.

Regional Operations Adjusted Property EBITDAR decreased 9% for the three months ended September 30, 2023 compared to the prior year quarter.

Regional Operations Adjusted Property EBITDAR margin decreased to 31.7% for the three months ended September 30, 2023 compared to 33.1% in the prior year quarter due primarily to the Cybersecurity Issue and an increase in payroll related expenses.

Regional Operations Adjusted Property EBITDAR decreased 8% for the nine months ended September 30, 2023, compared to the prior year period.

Regional Operations Adjusted Property EBITDAR margin decreased to 32.2% for the nine months ended September 30, 2023 compared to 34.5% in the prior year period.

The margin decreases were due primarily to the Cybersecurity Issue, a decrease in casino revenues, and an increase in payroll related expenses and insurance costs.

MGM China Adjusted Property EBITDAR was $226 million for the three months ended September 30, 2023 compared to Adjusted Property EBITDAR loss of $70 million in the prior year quarter due primarily to the increase in revenues, discussed above.

MGM China Adjusted Property EBITDAR was $604 million for the nine months ended September 30, 2023 compared to Adjusted Property EBITDAR loss of $148 million in the prior year period.

The increase was due primarily to the increase in revenues, discussed above, and an $18 million charge in the prior year period related to litigation reserves.

Supplemental Information - Same-store Results of Operations

The following table presents the financial results of Las Vegas Strip Resorts and Regional Operations on a same-store basis for the three and six months ended June 30, 2023 and 2022.

The following table presents the financial results of Las Vegas Strip Resorts and Regional Operations on a same-store basis for the three and nine months ended September 30, 2023 and 2022.

Same-Store Adjusted Property EBITDAR is a non-GAAP measure, discussed within “Non-GAAP measures” below.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

12 unchanged sentences

Las Vegas Strip Resorts Same-Store Adjusted Property EBITDAR $ 714,086 $ 804,895 $ 1,946,160 $ 1,962,276

(1) Excludes the net revenues and Adjusted Property EBITDAR of The Cosmopolitan.

(2) Excludes the net revenues and Adjusted Property EBITDAR of The Mirage.

(1) Excludes the net revenues and Adjusted Property EBITDAR of The Cosmopolitan for the nine months ended September 30, 2023 and 2022.

(2) Excludes the net revenues and Adjusted Property EBITDAR of The Mirage for the three and nine months ended September 30, 2022.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

8 unchanged sentences

Regional Operations Same-Store Adjusted Property EBITDAR $ 293,257 $ 299,294 $ 889,126 $ 899,387

(1) Excludes the net revenues and Adjusted Property EBITDAR of Gold Strike Tunica.

(1) Excludes the net revenues and Adjusted Property EBITDAR of Gold Strike Tunica for the three months ended September 30, 2022 and the nine months ended September 30, 2023 and 2022..

Income (loss) from Unconsolidated Affiliates

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

7 unchanged sentences

Interest Expense

Gross interest expense was $113 million and $137 million for the three months ended June 30, 2023 and 2022, respectively, and $243 million and $333 million for the six months ended June 30, 2023 and 2022, respectively.

The decrease from the prior year periods is due primarily to a decrease in debt outstanding as a result of the repayment of the $1.0 billion 7.75% senior notes in March 2022, the derecognition of MGP OP’s senior notes in connection with the deconsolidation of MGP in April 2022, and the repayment of the $1.25 billion 6% senior notes in March 2023, and the decrease in the debt outstanding under MGM China’s first revolving credit facility.

Gross interest expense was $112 million and $125 million for the three months ended September 30, 2023 and 2022, respectively, and $355 million and $458 million for the nine months ended September 30, 2023 and 2022, respectively.

The decrease from the prior year periods is due primarily to a decrease in debt outstanding as a result of the repayment of the $1.0 billion 7.75% senior notes in March 2022, the derecognition of MGP OP’s senior notes in connection with the deconsolidation of MGP in April 2022, the repayment of the $1.25 billion 6% senior notes in March 2023, the decrease in the debt outstanding under MGM China’s first revolving credit facility, and the repayment of the LeoVegas senior notes in August 2023.

See Note 6 to the accompanying consolidated financial statements for discussion on long-term debt and see “Liquidity and Capital Resources” for discussion on issuances and repayments of long-term debt and other sources and uses of cash.

Other, net was income of $24 million and expense of $43 million for the three months ended June 30, 2023 and 2022, respectively.

The change from the prior year quarter is primarily due to an increase in interest and dividend income of $28 million and a change in the gain/loss on the fair value of equity instruments of $29 million.

Other, net was income of $70 million and expense of $9 million for the six months ended June 30, 2023 and 2022, respectively.

The change from the prior year period is primarily due to an increase in interest and dividend income of $80 million.

Our effective income tax rate was 13.8% and 22.1% for the three and six months ended June 30, 2023, respectively, compared to 26.1% and 25.3% for the three and six months ended June 30, 2022, respectively.

The effective rate for the

three and six months ended June 30, 2023 was favorably impacted by an increase in Macau income that was offset by expiring net operating losses from prior years subject to valuation allowances.

The effective rate for the three and six months ended June 30, 2022 was driven primarily by tax expense recorded on the VICI Transaction and was unfavorably impacted by an increase in the valuation allowance for Macau deferred tax assets and by losses in Macau from which we could not benefit, partially offset by the favorable impact of a decrease in state deferred tax liabilities as a result of the VICI Transaction.

Other, net expense was $35 million and $14 million for the three months ended September 30, 2023 and 2022, respectively.

The increase from the prior year quarter is primarily due to a $41 million increase in the loss on the fair value of debt securities and equity investments , partially offset by a $9 million decrease in foreign currency transaction loss and a $9 million decrease in loss related to foreign currency contracts.

Other, net was income of $35 million and expense of $23 million for the nine months ended September 30, 2023 and 2022, respectively.

The change from the prior year period is primarily due to a $83 million increase in interest and dividend income and a $14 million decrease in foreign currency transaction loss, partially offset by a $24 million increase in the loss on debt securities and equity investments and a $17 million increase in loss related to foreign currency contracts.

Our effective income tax rate was 5.5% and 18.9% for the three and nine months ended September 30, 2023, respectively, compared to a benefit of 10.6% on loss before income taxes and a provision of 43.8% on income before income taxes for the three and nine months ended September 30, 2022, respectively.

The effective rate for the three and nine months ended September 30, 2023 was favorably impacted primarily by an increase in Macau income that was offset by expiring net operating losses from prior years subject to valuation allowances.

The effective rate for the three and nine months ended September 30, 2022 was unfavorably impacted by losses in Macau that we could not benefit and the increase in state deferred tax liabilities as a result of the New Jersey income tax regulation issuance, partially offset by the decrease in Macau deferred tax liabilities resulting from the extension of the exemption from the Macau 12% complementary tax to the end of the year.

The effective rate for the nine months ended September 30, 2022 was also favorably impacted by the reassessment of the useful life of the MGM Grand Paradise gaming subconcession and a decrease in state deferred tax liabilities as a result of the VICI Transaction.

Reportable segment GAAP measure

5 unchanged sentences

Accordingly, for Las Vegas Strip Resorts, we have excluded the Adjusted Property EBITDAR of The Cosmopolitan for periods subsequent to its acquisition on May 17, 2022 and of The Mirage for the periods prior to its disposition on December 19, 2022, as applicable.

For Regional Operations, we have excluded the Adjusted Property EBITDAR of Gold Strike Tunica for the periods prior to its disposition on February 15, 2023, as applicable.

For Regional Operations, we have excluded the

Adjusted Property EBITDAR of Gold Strike Tunica for the periods prior to its disposition on February 15, 2023, as applicable.

Same-Store Adjusted Property EBITDAR is a non-GAAP measure and is presented solely as a supplemental disclosure to reported GAAP measures because management believes this measure is useful in providing meaningful period-to-period comparisons of the results of our operations for operating segments that were consolidated for the full period presented to assist users of the financial statements in reviewing operating performance over time.

9 unchanged sentences

In addition, management excludes rent expense related to triple-net operating leases and ground leases.

capital structure and leasing arrangements since the operations of other gaming companies may or may not include triple-net operating leases or ground leases.

Management believes excluding rent expense related to triple-net operating leases and ground leases provides useful information to analysts, lenders, financial institutions, and investors when valuing the Company, as well as comparing the Company’s results to other gaming companies, without regard to differences in capital structure and leasing arrangements since the operations of other gaming companies may or may not include triple-net operating leases or ground leases.

However, as discussed herein, Adjusted EBITDAR should not be viewed as a measure of overall operating performance, an indicator of our performance, considered in isolation, or construed as an alternative to operating income or net income, or as an alternative to cash flows from operating activities, as a measure of liquidity, or as an alternative to any other measure determined in accordance with generally accepted accounting principles because this measure is not presented on a GAAP basis and excludes certain expenses, including the rent expense related to triple-net operating leases and ground leases, and is provided for the limited purposes discussed herein.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In thousands)

Net income attributable to MGM Resorts International $ 200,796 $ 1,783,937 $ 667,603 $ 1,765,921

Net income (loss) attributable to MGM Resorts International $ 161,117 $ (576,830) $ 828,720 $ 1,189,091

Net income (loss) attributable to noncontrolling interests 50,768 (484,257) 106,592 (662,346)

Net income 243,544 1,622,625 723,427 1,587,832

Provision for income taxes 39,141 572,839 204,920 536,498

Income before income taxes 282,685 2,195,464 928,347 2,124,330

Net income (loss) 211,885 (1,061,087) 935,312 526,745

Provision (benefit) for income taxes 12,440 (125,367) 217,360 411,131

Income (loss) before income taxes 224,325 (1,186,454) 1,152,672 937,876

Non-operating (income) expense:

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145,611 140,483 319,481 503,392

Operating income 371,378 2,381,451 1,102,217 2,487,239

Operating income (loss) 369,936 (1,045,971) 1,472,153 1,441,268

Preopening and start-up expenses 68 396 356 1,372

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Guarantor Financial Information

As of June 30, 2023, all of our principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facility.

As of September 30, 2023, 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 MGM Grand Detroit, MGM National Harbor, Blue Tarp reDevelopment, LLC (the entity that owns the operations of MGM Springfield), MGM Sports & Interactive Gaming, LLC (the entity that owns our 50% interest in BetMGM), and each of their respective subsidiaries.

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Assets held for sale and liabilities related to assets held for sale associated with Gold Strike Tunica are included within current assets and other current liabilities, respectively, within the summarized financial information as of December 31, 2022.

September 30,

2023 December 31,

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Other long-term liabilities 28,345,980 28,285,295

Six Months Ended

June 30, 2023

Nine Months Ended

September 30, 2023

Income Statement (In thousands)

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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, and tax payments or refunds.

Cash provided by operating activities was $1.3 billion in the six months ended June 30, 2023 compared to $933 million in the prior year period.

The change from the prior year period was due primarily to the increase in Adjusted Property EBITDAR at our Las Vegas Strip Resorts and MGM China discussed within the Results of Operations section above, a decrease in working capital primarily related to collection of receivables, and a decrease in cash paid for interest, partially offset by an increase in triple-net lease rent payments and the change in cash paid (refunded) for taxes, net.

Cash provided by operating activities was $2.0 billion in the nine months ended September 30, 2023 compared to $1.3 billion in the prior year period.

The increase from the prior year period was due primarily to the increase in Adjusted Property EBITDAR at our Las Vegas Strip Resorts and MGM China discussed within the Results of Operations section above, a decrease in working capital primarily related to collection of receivables and an increase in gaming-related liabilities, and a decrease in cash paid for interest, partially offset by an increase in triple-net lease rent payments and cash paid for taxes, net.

Investing activities.

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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 used in investing activities was $59 million in the six months ended June 30, 2023 compared to cash provided by investing activities of $2.2 billion in the prior year period.

In the six months ended June 30, 2023, we received $447 million in net cash related to the sale of the operations of Gold Strike Tunica, received $153 million in cash related to the principal portion of the Circus Circus Las Vegas note receivable that was repaid, made payments of $393 million in capital expenditures, as further discussed below, contributed $50 million to BetMGM, and made $216 million in net investments in debt securities.

In comparison, in the prior year period we received $4.4 billion in net cash proceeds related to the VICI

Transaction, which were partially offset by net cash paid of $1.6 billion to acquire The Cosmopolitan, payments of $237 million in capital expenditures, as further discussed below, and contributed $150 million to BetMGM.

Cash used in investing activities was $421 million in the nine months ended September 30, 2023 compared to cash provided by investing activities of $1.6 billion in the prior year period.

In the nine months ended September 30, 2023, we made payments of $603 million in capital expenditures, as further discussed below, contributed $144 million to unconsolidated affiliates, which primarily consisted of contributions of $93 million to Osaka IR KK and $50 million to BetMGM, paid $122 million to acquire Push Gaming, net of cash acquired, and made $176 million in net short-term investments in debt securities, which were partially offset by proceeds of $447 million related to the sale of the operations of Gold Strike Tunica and proceeds of $153 million related to the principal portion of the Circus Circus Las Vegas note receivable that was repaid.

In comparison, in the prior year period we received $4.4 billion in net cash proceeds related to the VICI Transaction, which were partially offset by net cash paid of $1.6 billion to acquire The Cosmopolitan, cash paid of $280 million in connection with the LeoVegas tender offer, net of cash acquired, cash paid of $183 million to acquire shares of LeoVegas in the open market during the tender offer period, payments of $457 million in capital expenditures, as further discussed below, and contributions of $200 million to BetMGM.

Capital Expenditures

We made capital expenditures of $393 million in the six months ended June 30, 2023, of which $20 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment.

Capital expenditures at our Las Vegas Strip Resorts, Regional Operations, and corporate and other entities of $373 million primarily related to expenditures in information technology, room remodels, and convention center remodels.

We made capital expenditures of $237 million in the six months ended June 30, 2022, of which $16 million related to MGM China.

We made capital expenditures of $603 million in the nine months ended September 30, 2023, of which $28 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment.

Capital expenditures at our Las Vegas Strip Resorts, Regional Operations, and corporate and other entities of $575 million

primarily related to land, information technology, room and restaurant remodels, convention center remodels, and gaming equipment.

We made capital expenditures of $457 million in the nine months ended September 30, 2022, of which $23 million related to MGM China.

Capital expenditures at our Las Vegas Strip Resorts, Regional Operations and corporate entities of $434 million primarily related to expenditures in information technology and room remodels.

Financing activities.

Cash used in financing activities was $3.3 billion in the six months ended June 30, 2023 compared to $2.5 billion in the prior year period.

In the six months ended June 30, 2023, we had net repayments of debt of $2.0 billion, as further discussed below, distributed $162 million to noncontrolling interest owners, and repurchased $1.1 billion of our common stock.

Cash used in financing activities was $4.2 billion in the nine months ended September 30, 2023 compared to $2.8 billion in the prior year period.

In the nine months ended September 30, 2023, we had net repayments of debt of $2.2 billion, as further discussed below, paid $1.7 billion for repurchases of our common stock, and distributed $169 million to noncontrolling interest owners.

In comparison, in the prior year period, we had net repayments of debt of $63 million, as further discussed below, distributed $208 million to noncontrolling interest owners, and repurchased $2.4 billion of our common stock.

Borrowings and Repayments of Long-term Debt

During the six months ended June 30, 2023, we had net repayments of debt of $2.0 billion, which consisted of the rep ayment of $1.25 billion of aggregate principal amount of our 6% senior notes due 2023 upon maturity and aggregate net repayments of $758 million on MGM China’s revolving credit facilities.

During the six months ended June 30, 2022, we had net repayments of debt of $162 million, which consisted of the repayment of $1.0 billion of aggregate principal amount of our 7.75% senior notes due 2022, net draws of $40 million on MGP OP’s revolving credit facility, and net borrowings of $798 million on MGM China’s first revolving credit facility to fund an increase in share capital of MGM Grand Paradise pursuant to the capital requirements under the new Macau gaming law and for general corporate purposes.

During the nine months ended September 30, 2023, we had net repayments of debt of $2.2 billion, which consisted of the rep ayment of $1.25 billion of aggregate principal amount of our 6% senior notes due 2023 upon maturity, aggregate net repayments of $931 million on MGM China’s revolving credit facilities, and the early repayment of LeoVegas’s senior notes due 2023 of $36 million.

The net repayments of debt were funded with cash on hand.

During the nine months ended September 30, 2022, we had net repayments of debt of $63 million, which consisted of the repayment of $1.0 billion of aggregate principal amount of our 7.75% senior notes due 2022, net draws of $40 million on MGP OP’s revolving credit facility, and aggregate net borrowings of $897 million on MGM China’s revolving credit facilities.

MGM China’s borrowings were made to fund an increase in share capital of MGM Grand Paradise pursuant to the capital requirements under the new Macau gaming law and for general corporate purposes.

Dividends, Distributions to Noncontrolling Interest Owners, and Share Repurchases

During the six months ended June 30, 2023, we paid $1.1 billion relating to repurchases of our common stock pursuant to our stock repurchase plans.

During the nine months ended September 30, 2023, we paid $1.7 billion relating to repurchases of our common stock pursuant to our stock repurchase plans.

See Note 11 for further information on the stock repurchases.

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In February 2023, we announced that the Board of Directors authorized a $2.0 billion stock repurchase plan.

The remaining availability under the February 2023 $2.0 billion stock repurchase plan was $1.4 billion as of June 30, 2023.

During the six months ended June 30, 2022, we repurchased and retired $2.1 billion of our common stock pursuant to our stock repurchase plans.

During the six months ended June 30, 2022, we paid dividends of $0.0025 per share in March and June 2022, totaling $2 million and MGP OP paid $283 million of distributions to its partnership unit holders, of which we received $117 million and MGP received $166 million, which MGP concurrently paid as a dividend to its Class A shareholders.

The remaining availability under the February 2023 $2.0 billion stock repurchase plan was $806 million as of September 30, 2023.

Additionally, in November 2023, we announced that the Board of Directors authorized a $2.0 billion stock repurchase plan.

During the nine months ended September 30, 2022, we repurchased and retired $2.4 billion of our common stock pursuant to our stock repurchase plans.

During the nine months ended September 30, 2022, we paid dividends of $0.0025 per share in March, June and September 2022, totaling $3 million and MGP OP paid $283 million of distributions to its partnership unit holders, of which we received $117 million and MGP received $166 million, which MGP concurrently paid as a dividend to its Class A shareholders.

Other Factors Affecting Liquidity and Anticipated Uses of Cash

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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.

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On February 8, 2023, we announced that the Board of Directors has determined to suspend the ongoing dividends in light of our current preferred method of returning value to shareholders through our share repurchase plan.

To the extent we determine to reinstate the dividend in the 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 of June 30, 2023, we had cash and cash equivalents of $3.8 billion, of which MGM China held $448 million, and we had $6.7 billion in principal amount of indebtedness, including $708 million outstanding under MGM China’s first revolving credit facility.

No amounts were drawn on our revolving credit facility or MGM China’s second revolving credit facility.

To the extent we determine to reinstate the dividend in the 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 of September 30, 2023, we had cash and cash equivalents of $3.3 billion, of which MGM China held $443 million, and we had $6.5 billion in principal amount of indebtedness, including $3.3 billion related to MGM China.

No amounts were drawn on our revolving credit facility or MGM China’s second revolving credit facility and, as of September 30, 2023, there was $536 million outstanding under MGM China’s first revolving credit facility.

In June 2023, MGM China amended each of its first revolving credit facility and its second revolving credit facility, which extended the maturity date of each facility to May 2026, increased the amount to which MGM China may upsize its second revolving credit facility, removed the requirement for the MGM China first revolving credit facility to be fully drawn prior to utilizing the MGM China second revolving credit facility, and extended the financial covenant waivers through December 31, 2024.

As of June 30, 2023, our expected cash interest payments over the next twelve months are approximately $180 million to $190 million, excluding MGM China, and approximately $395 million to $405 million on a consolidated basis, which includes MGM China.

We are required, as of June 30, 2023, to make annual cash rent payments of $1.7 billion over the next twelve months under triple-net lease agreements, which triple-net 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.

The option to increase the amount of the second revolving facility was partially exercised in August 2023 and in October 2023, as further discussed in Note 6 to the accompanying consolidated financial statements.

Our expected cash interest payments over the next twelve months, based on principal amounts of debt outstanding, contractual maturity dates, and interest rates, each as of September 30, 2023, are approximately $180 million to $190 million, excluding MGM China, and approximately $385 million to $395 million on a consolidated basis, which includes MGM China.

We are also required, as of September 30, 2023, to make annual cash rent payments of $1.8 billion over the next twelve months under triple-net lease agreements, which triple-net 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.

See Note 8 for discussion of our leases and lease obligations.

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We continue to explore potential development or investment opportunities, such as expanding our global online gaming presence and pursuing a commercial gaming facility in New York, which may require cash commitments in the future.

Additionally, we expect to have cash commitments of $80 million to $100 million over the remainder of 2023 relating to our Japan venture’s planned integrated resort in Osaka for which the amount and timing is subject to change and will be dependent upon funding of the venture from noncontrolling interests and the timing and amount of financing received by the venture.

We also expect to continue to repurchase shares pursuant to our share repurchase plans.

Subsequent to the quarter ended June 30, 2023, we repurchased approximately 2 million shares of our common stock for an aggregate amount of $88 million, excluding excise tax.

Repurchased shares were retired.

If our pursuit of a commercial gaming facility in New York is successful, we expect the project cost to be approximately $2 billion, reflecting an estimated $1.5 billion of improvements and a $500 million license fee, with the timing of costs dependent upon progress of the project and selection process.

Additionally, we have cash commitments to fund Osaka IR KK relating to the development of an integrated resort in Osaka, Japan for our proportionate share of the unfinanced portion of Osaka IR KK’s development project.

We currently expect our share to be 306 billion yen (approximately $2.0 billion as of September 30, 2023), which we anticipate funding on an approximately pro rata basis over the next five years, subject to changes in the progress and scope of the development, the availability and amount of financing to be obtained by Osaka IR KK, and the timing and amount of noncontrolling interest participation.

Refer to Note 9 to the accompanying consolidated financial statements for further discussion regarding our commitments and guarantees.

Critical Accounting Policies and Estimates

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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.

As of June 30, 2023, variable rate borrowings represented approximately 11% of our total borrowings.

would be realized in the periods subsequent to the periods when the debt matures.

As of September 30, 2023, variable rate borrowings represented approximately 8% of our total borrowings.

The following table provides additional information about our gross long-term debt subject to changes in interest rates :

Debt maturing in Fair Value June 30, 2023

Debt maturing in Fair Value September 30, 2023

2023 2024 2025 2026 2027 Thereafter Total

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Variable rate $ — $ — $ — $ 536 $ — $ — $ 536 $ 536

Average interest rate 9.2 % N/A N/A 7.8 % N/A N/A 7.9 %

Average interest rate N/A N/A N/A 8.7 % N/A N/A 8.7 %

Foreign currency risk.

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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 variabilit y in these exchange rates.

As of June 30, 2023, a 1% adverse change in the exchange rate would result in a foreign currency transaction loss of $28 million .

As of September 30, 2023, a 1% adverse change in the exchange rate would result in a foreign currency transaction loss of $28 million .

We hold forward foreign exchange contracts to hedge certain portions of forecasted cash flows denominated in foreign currencies.

As of June 30, 2023, the notional amount of the forward contracts was $316 million with a fair value of ($14 million) and a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of approximately $32 million.

As of September 30, 2023 , the notional amount of the forward contracts was $316 million with a fair value of negative $27 million and a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of approximately $32 million.

Equity price risk.

We have investments in equity securities of publicly traded companies that are subject to equity price volatility.

As of June 30, 2023, a 10% adverse change in the quoted market prices would result in an impact to earnings of $47 million.

As of September 30, 2023 , a 10% adverse change in the quoted market prices would result in an impact to earnings of $41 million.

Cautionary Statement Concerning Forward-Looking Statements

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Examples of forward-looking statements include, but are not limited to:

statements we make regarding the impact of COVID-19 on our business, expectations regarding the impact of macroeconomic trends on our business, our ability to execute on ongoing and future strategic initiatives, including the development of an integrated resort in Japan, a commercial gaming facility in New York and investments we make in online sports betting and iGaming, the expansion of LeoVegas and the MGM digital brand, positioning BetMGM as a leader in sports betting and iGaming, the closing of the Push Gaming Holding Limited acquisition, 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, amounts projected to be realized as deferred tax assets, and our ability to achieve our public social impact and sustainability goals.

statements we make regarding expectations regarding the impact of macroeconomic trends on our business;

our ability to execute on ongoing and future strategic initiatives, including the development of an integrated resort in Japan, a commercial gaming facility in New York and investments we make in online sports betting and iGaming, the expansion of LeoVegas and the MGM digital brand;

positioning BetMGM as a leader in sports betting and iGaming;

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;

amounts projected to be realized as deferred tax assets;

our ability to achieve our public social impact and sustainability goals;

the impact to our business, operations and reputation from, and expenses and uncertainties associated with, the Cybersecurity Issue;

and the availability of cybersecurity insurance proceeds and the nature and scope of any claims, litigation or regulatory proceedings that may be brought against us.

The foregoing is not a complete list of all forward-looking statements we make.

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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:

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 the landlords of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could adversely affect our development options and financial results and impact our ability to satisfy our obligations;

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• 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 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);

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• 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;

• the possibility that we may not achieve our ESG related goals or that our ESG initiatives may not result in their intended or anticipated benefits;

• the 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 failure to maintain the integrity of our information and other 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;

• reputational harm as a result of increased scrutiny related to our corporate social responsibility efforts;

• we may not achieve our ESG related goals or that our ESG initiatives may not result in their intended or anticipated benefits;

• extreme weather conditions or climate change may cause property damage or interrupt business;

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• risks related to pending claims that have been, or future claims that may be brought against us;

• disruptions in the availability of our computer systems, through cyber-attacks or otherwise, which could impact our ability to service our customers and adversely affect our sales and the results of operations;

• disruptions in the availability of our information and other systems (including our website and digital platform) or those of third parties on which we rely, through cyber-attacks or otherwise, which could adversely impact our ability to service our customers and affect our sales and the results of operations;

• impact to our business, operations, and reputation from, and expenses and uncertainties associated with, a cybersecurity incident, including the Cybersecurity Issue that occurred in September 2023, and any related legal proceedings, other claims or investigations, and costs of remediation, restoration, or enhancement of information technology systems;

• the availability of cybersecurity insurance proceeds;

• restrictions on our ability to have any interest or involvement in gaming businesses in mainland China, Macau, Hong Kong and Taiwan, other than through MGM China;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis