What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-05-01 compared with 2023-11-08 · 104 added, 226 removed, 255 unchanged (56% of the section changed)

4 unchanged sentences

The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods.

MGM Resorts International together with its subsidiaries may be referred to as “we,” “us” or “our.” MGM China Holdings Limited together with its subsidiaries is referred to as “MGM China.” MGM Growth Properties LLC together with its subsidiaries is referred to as “MGP.”

Overview of strategic business developments

In February 2023, we completed the sale of the operations of Gold Strike Tunica to CNE for cash consideration of $450 million, or $474 million, net of purchase price adjustments and transaction costs.

At closing, the master lease with VICI was amended to remove Gold Strike Tunica and reflect a $40 million reduction in annual cash rent.

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 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 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

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In thousands)

Net revenues $ 4,383,470 $ 3,873,296

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.

Operating income 458,378 730,839

Net income 299,726 479,883

Net income attributable to MGM Resorts International 217,476 466,807

Consolidated net revenues increased 13% for the three months ended March 31, 2024 compared to the prior year quarter due primarily to a 71% increase at MGM China and a 4% increase at our Las Vegas Strip Resorts, partially offset by a 4% decrease at our Regional Operations.

Consolidated operating income decreased 37% for the three months ended March 31, 2024 compared to the prior year quarter.

The decrease was due primarily to the $398 million gain in the prior year quarter related to the sale of the operations of Gold Strike Tunica recorded in property transactions, net, partially offset by the increase in net revenues discussed above.

Net Revenues by Segment

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Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In thousands)

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Las Vegas Strip Resorts

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.

Las Vegas Strip Resorts net revenues increased 4% for the three months ended March 31, 2024 due primarily to the increase in rooms revenue in the current year quarter discussed below.

Las Vegas Strip Resorts casino revenue decreased 1% for the three months ended March 31, 2024 compared to the prior year quarter.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(Dollars in millions)

5 unchanged sentences

Slot win % 9.4 % 9.4 %

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.

Las Vegas Strip Resorts rooms revenue increased 10% for the three months ended March 31, 2024 compared to the prior year quarter due primarily to the increase in ADR as a result of the Super Bowl being hosted in Las Vegas during the quarter, compared to the prior year quarter.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

92 % 93 % 93 % 88 %

Average daily rate (ADR) $ 277 $ 258

Revenue per available room (RevPAR)

$ 216 $ 210 $ 226 $ 192

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.

Las Vegas Strip Resorts food and beverage revenue increased 3% for the three months ended March 31, 2024 compared to the prior year quarter due primarily to an increase in catering and banquet revenue and improved restaurant options.

Las Vegas Strip Resorts entertainment, retail and other revenues decreased 3% for the three months ended March 31, 2024 compared to the prior year quarter due primarily to a decrease in theater revenue and attrition revenue.

Regional Operations

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.

Regional Operations net revenues decreased 4% for the three months ended March 31, 2024 due primarily to the disposition of Gold Strike Tunica and a decrease in casino revenues.

Regional Operations casino revenue decreased 4% for the three months ended March 31, 2024 compared to the prior year quarter due primarily to the disposition of Gold Strike Tunica discussed above as well as a decrease in volume.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(Dollars in millions)

5 unchanged sentences

Slot win % 9.7 % 9.6 %

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.

Regional Operations rooms revenue decreased 2% for the three months ended March 31, 2024 compared to the prior year quarter due primarily to the disposition of Gold Strike Tunica discussed above.

Regional Operations food and beverage revenue decreased 4% for the three months ended March 31, 2024 compared to the prior year quarter due primarily to the disposition of Gold Strike Tunica discussed above.

Regional Operations entertainment, retail and other revenue increased 2% for the three months ended March 31, 2024 compared to the prior year quarter primarily driven by an improved event calendar compared to prior years.

MGM China net revenues increased 71% for the three months ended March 31, 2024 due primarily to an increase in casino revenue discussed below.

The following table shows key gaming statistics for MGM China:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(Dollars in millions)

2 unchanged sentences

Main floor table games win % 24.9 % 24.0 %

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.

MGM China casino revenues increased 66% for the three months ended March 31, 2024 compared to the prior year quarter due primarily to the continued ramp up of operations after the COVID-19 related restrictions were removed in the first quarter of 2023 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 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

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In thousands)

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Las Vegas Strip Resorts

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.

Las Vegas Strip Resorts Adjusted Property EBITDAR decreased 1% for the three months ended March 31, 2024 compared to the prior year quarter.

Las Vegas Strip Resorts Adjusted Property EBITDAR margin was 36.7% for the three months ended March 31, 2024, compared to 38.4% in the prior year quarter due primarily to an increase in payroll related expenses.

Regional Operations

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.

Regional Operations Adjusted Property EBITDAR decreased 12% for the three months ended March 31, 2024, compared to the prior year quarter.

Regional Operations Adjusted Property EBITDAR margin was 30.1% for the three months ended March 31, 2024 compared to 33.1% in the prior year quarter due primarily to a decrease in casino revenues and an increase in payroll related expenses.

MGM China Adjusted Property EBITDAR increased 78% for the three months ended March 31, 2024 compared to the prior year quarter.

MGM China Adjusted Property EBITDAR margin was 28.5% for the three months ended March 31, 2024 compared to 27.4% in the prior year quarter due primarily to the increase in casino revenues, discussed above.

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 nine months ended September 30, 2023 and 2022.

The following table presents the financial results of Regional Operations on a same-store basis for the three months ended March 31, 2024 and 2023.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In thousands)

Las Vegas Strip Resorts net revenues $ 2,105,839 $ 2,301,022 $ 6,428,641 $ 6,101,090

Acquisitions (1)

— — (939,155) (465,009)

Dispositions (2)

— (145,505) — (422,056)

Las Vegas Strip Resorts same-store net revenues $ 2,105,839 $ 2,155,517 $ 5,489,486 $ 5,214,025

Las Vegas Strip Resorts Adjusted Property EBITDAR $ 714,086 $ 846,355 $ 2,326,424 $ 2,265,256

Acquisitions (1)

— — (380,264) (185,250)

Dispositions (2)

— (41,460) — (117,730)

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 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

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In thousands)

Regional Operations net revenues $ 909,479 $ 945,843

Dispositions (1)

— (54,804) (26,967) (168,568)

Regional Operations same-store net revenues $ 909,479 $ 918,876

1 unchanged sentence

Dispositions (1)

— (22,690) (11,073) (75,726)

Regional Operations Same-Store Adjusted Property EBITDAR $ 274,102 $ 302,102

(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..

(1) Excludes the net revenues and Adjusted Property EBITDAR of Gold Strike Tunica for the three months ended March 31, 2023.

Income (loss) from Unconsolidated Affiliates

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In thousands)

MGP BREIT Venture (through April 29, 2022) $ — $ — $ — $ 51,051

BetMGM $ (32,601) $ (81,872)

1 unchanged sentence

$ (25,124) $ (74,999)

In April 2022, we completed the VICI Transaction pursuant to which the assets and liabilities of MGP were derecognized, which included MGP OP’s investment in MGP BREIT Venture.

Non-operating Results

Interest Expense

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.

Gross interest expense was $111 million and $131 million for the three months ended March 31, 2024 and 2023, respectively.

The decrease from the prior year quarter is due primarily to a decrease in debt outstanding as a result of 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 5 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 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.

Other, net was expense of $5 million and income of $46 million for the three months ended March 31, 2024 and 2023, respectively.

Other expense, net for the three months ended March 31, 2024 was primarily comprised of a loss related to foreign currency contracts of $38 million, a loss related to debt and equity investments of $21 million, partially offset by foreign currency transaction gain of $33 million and interest and dividend income of $23 million.

Other income, net for the three months ended March 31, 2023 was primarily comprised of interest and dividend income of $57 million, partially offset by a foreign currency transaction loss of $16 million.

Our effective income tax rate was 12.7% and 25.7% for the three months ended March 31, 2024 and March 31, 2023, respectively.

The effective rate for the three months ended March 31, 2024 was favorably impacted primarily by an increase in Macau gaming profits which are exempt from complementary tax.

Reportable segment GAAP measure

“Adjusted Property EBITDAR” is our reportable segment GAAP measure, which we utilize as the primary profit measure for our reportable segments and underlying operating segments.

Adjusted Property EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, gain on REIT transactions, net, property transactions, net, rent expense related to triple-net operating leases and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and also excludes corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminated in consolidation.

Adjusted Property EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, rent expense related to triple-net operating leases and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and also excludes corporate expense and stock compensation expense, which are not allocated to each operating segment.

“Adjusted Property EBITDAR margin” is Adjusted Property EBITDAR divided by related segment net revenues.

1 unchanged sentence

“Same-Store Adjusted Property EBITDAR” is Adjusted Property EBITDAR further adjusted to exclude the Adjusted Property EBITDAR of acquired operating segments from the date of acquisition through the end of the reporting period and to exclude the Adjusted Property EBITDAR of disposed operating segments from the beginning of the reporting period through the date of disposition.

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.

Accordingly, 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.

2 unchanged sentences

A reconciliation of our reportable segment Adjusted Property EBITDAR GAAP measure to Same-Store Adjusted Property EBITDAR is included herein.

“Adjusted EBITDAR” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, gain on REIT transactions, net, rent expense related to triple-net operating leases and ground leases, and income from unconsolidated affiliates related to investments in real estate ventures.

“Adjusted EBITDAR” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, property transactions, net, rent expense related to triple-net operating leases and ground leases, and income from unconsolidated affiliates related to investments in real estate ventures.

Adjusted EBITDAR information is a non-GAAP measure that is a valuation metric, should not be used as an operating metric, and is presented solely as a supplemental disclosure to reported GAAP measures because we believe this measure is widely used by analysts, lenders, financial institutions, and investors as a principal basis for the valuation of gaming companies.

2 unchanged sentences

For example, preopening and start-up expenses will be significantly different in periods when we are developing and constructing a major expansion project and will depend on where the current period lies within the development cycle, as well as the size and scope of the project(s).

Property transactions, net includes normal recurring disposals, gains and losses on sales of assets related to specific assets within our resorts, but also includes gains or losses on sales of an entire operating resort or a group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which may not be comparable period over period.

Property transactions, net includes normal recurring disposals, gains and losses on sales of assets related to specific assets within our properties, but also includes gains or losses on sales of an entire operating resort or a group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which may not be comparable period over period.

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

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 us, as well as comparing our 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.

and ground leases, and is provided for the limited purposes discussed herein.

In addition, other companies in the gaming and hospitality industries that report Adjusted EBITDAR may calculate Adjusted EBITDAR in a different manner and such differences may be material.

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(In thousands)

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 (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

Net income attributable to MGM Resorts International $ 217,476 $ 466,807

Net income attributable to noncontrolling interests 82,250 13,076

Net income 299,726 479,883

Provision for income taxes 43,673 165,779

Income before income taxes 343,399 645,662

Non-operating (income) expense:

3 unchanged sentences

114,979 85,177

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

Operating income 458,378 730,839

Preopening and start-up expenses 1,095 139

1 unchanged sentence

Depreciation and amortization 196,562 203,501

Gain on REIT transactions, net — — — (2,277,747)

Triple-net operating lease and ground lease rent expense 564,339 570,555

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Guarantor Financial Information

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.

As of March 31, 2024, 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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The summarized financial information of us and our guarantor subsidiaries, on a combined basis, is presented below.

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,

2024 December 31,

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Current assets $ 3,400,778 $ 3,783,644

Intercompany debts due from non-guarantor subsidiaries 265,225 —

Intercompany debt due from non-guarantor subsidiaries 2,527,630 2,516,281

Other long-term assets 28,583,926 28,518,540

Other current liabilities 2,096,650 2,235,733

Intercompany debt due to non-guarantor subsidiaries 2,199,773 2,199,888

Other long-term liabilities 28,398,202 28,236,137

Nine Months Ended

September 30, 2023

Three Months Ended

March 31, 2024

Income Statement (In thousands)

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Operating income 247,095

Intercompany interest income 61,169

Intercompany interest expense (61,169)

Income before income taxes 161,772

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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 $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.

Cash provided by operating activities was $549 million in the three months ended March 31, 2024 compared to $704 million in the prior year period.

The decrease from the prior year period was due primarily to a decrease in working capital primarily related to payroll liabilities, partially offset by the increase in Adjusted Property EBITDAR at MGM China discussed within the Results of Operations section above and a decrease in cash paid for interest.

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 $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.

Cash used in investing activities was $108 million in the three months ended March 31, 2024 compared to cash provided by investing activities of $212 million in the prior year period.

In the three months ended March 31, 2024, we made payments of $172 million in capital expenditures, as further discussed below, contributed $10 million to unconsolidated affiliates, and received $105 million related to net short-term investments in debt securities.

In comparison, in the prior year period we received $439 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, and made payments of $140 million in capital expenditures, as further discussed below, contributed $25 million to BetMGM, and made $218 million in net short-term investments in debt securities.

Capital Expenditures

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.

We made capital expenditures of $172 million in the three months ended March 31, 2024, of which $15 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 $157 million primarily related to information technology and room remodels.

We made capital expenditures of $140 million in the three months ended March 31, 2023, of which $6 million related to MGM China, for which the MGM China amount is inclusive of capital expenditures related to the gaming concession investment.

Capital expenditures at our Las Vegas Strip Resorts, Regional Operations and corporate entities of $134 million primarily related to expenditures in information technology, room remodels, and convention center remodels.

Financing activities.

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.

Cash used in financing activities was $629 million in the three months ended March 31, 2024 compared to $2.4 billion in the prior year period.

In the three months ended March 31, 2024, we had net repayments of debt of $77 million, as further discussed below, paid $507 million for repurchases of our common stock as further discussed in Note 10, and distributed $12 million to noncontrolling interest owners.

In comparison, in the prior year period, we had net repayments of debt of $1.8 billion, as further discussed below, distributed $18 million to noncontrolling interest owners, and repurchased $484 million of our common stock.

Borrowings and Repayments of Long-term Debt

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.

During the three months ended March 31, 2024, we had net repayments of debt of $77 million, which consisted of net repayments on MGM China’s first revolving credit facility.

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

During the three months ended March 31, 2023, we had net repayments of debt of $1.8 billion, which consisted of the repayment of $1.25 billion of aggregate principal amount of our 6% senior notes due 2023 upon maturity, and aggregate repayments of $586 million on MGM China’s revolving credit facilities.

Share Repurchases

During the three months ended March 31, 2024, we paid $507 million relating to repurchases of our common stock pursuant to our stock repurchase plans.

See Note 10 for further information on the stock repurchases.

In connection with those repurchases, the March 2022 $2.0 billion stock repurchase plan was completed.

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 $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.

In connection with those repurchases, the February 2023 $2.0 billion stock repurchase plan was completed.

The remaining availability under the November 2023 $2.0 billion stock repurchase plan was $1.7 billion as of March 31, 2024.

During the three months ended March 31, 2023, we repurchased and retired $484 million of our common stock pursuant to our stock repurchase plans.

Other Factors Affecting Liquidity and Anticipated Uses of Cash

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We have significant outstanding debt, interest payments, rent payments, and contractual obligations in addition to planned capital expenditures and commitments.

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 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.

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.

As of March 31, 2024, we had cash and cash equivalents of $2.7 billion, of which MGM China held $622 million, and we had $6.3 billion in principal amount of indebtedness, including $3.0 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 March 31, 2024, there was $294 million outstanding under MGM China’s first revolving credit facility.

In February 2024, we amended our senior secured credit facility to increase the facility to $2.3 billion and extend the maturity date to February 2029.

In April 2024, we issued $750 million in aggregate principal amount of 6.5% senior notes due 2032.

In May 2024, we used the net proceeds to fund the redemption of our $750 million in aggregate principal amount of 6.75% notes due 2025.

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 March 31, 2024, are approximately $185 million to $195 million, excluding MGM China, and approximately $345 million to $355 million on a consolidated basis, which includes MGM China.

We are also required, as of March 31, 2024, 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.

We have planned capital expen ditures expected over the remainder of 2024 of approximately $675 million to $725 million domestically, which is inclusive of the capital expenditures required under the triple-net lease agreements, each of which requires us to spend a specified percentage of net revenues at the respective domestic properties, and an estimate of approximately $150 million to $200 million at MGM China, which is inclusive of the estimated amount of the gaming concession investment for 2024 that relates to capital projects.

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.

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.

If our pursuit of a commercial gaming facility in New York is successful, we expect the project cost to be approximately $2 billion, inclusive of a $500 million license fee, with the amount and 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.

We currently expect our share to be 306 billion yen (approximately $2.0 billion as of March 31, 2024 ), which we anticipate funding over the next five years, subject to changes in the progress and scope of the development.

Refer to Note 8 to the accompanying consolidated financial statements for further discussion regarding our commitments and guarantees.

In March 2024, MGM China’s Board of Directors declared a special dividend for 2023 of $51 million, which was paid in April 2024, of which we received approximately $29 million and noncontrolling interests received approximately $22 million.

A final dividend for 2023 was also declared in March 2024, subject to shareholders’ approval, which is expected in May 2024.

If approved, MGM China would pay approximately $118 million in June 2024, of which we would receive approximately $66 million.

Critical Accounting Policies and Estimates

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There have been no significant changes in our critical accounting policies and estimates since year end.

Our primary market exposures are to fluctuations in interest rates, foreign currency exchange rates, and equity market trading prices.

There have been no material changes in our market risk from the quantitative and qualitative disclosures about market risk included in our Form 10-K for the fiscal year ended December 31, 2023, other than those below.

Interest rate risk.

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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.

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.

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

As of March 31, 2024, variable rate borrowings represented approximately 5% 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 September 30, 2023

Debt maturing in Fair Value March 31, 2024

2024 2025 2026 2027 2028 Thereafter Total

(In millions)

(In millions except interest rates)

Fixed-rate $ 750 $ 1,925 $ 1,150 $ 1,425 $ 750 $ 1 $ 6,001 $ 5,886

Average interest rate N/A 5.4 % 6.0 % 5.4 % 5.1 % 4.8 % 5.4 %

Average interest rate 5.4 % 6.0 % 5.4 % 5.1 % 4.8 % 7.0 % 5.4 %

Variable rate $ — $ — $ 293 $ — $ — $ — $ 293 $ 293

Average interest rate N/A N/A 7.6 % N/A N/A N/A 7.6 %

Foreign currency risk.

Our worldwide operations are conducted in multiple foreign currencies, which primarily are the Hong Kong dollar and Macau pataca, but we report our financial results in U.S.

We manage the foreign currency risk through normal operating activities and, when deemed appropriate, through the use of derivative instruments.

We do not enter into derivative instruments for trading or speculative purposes.

MGM China holds U.S.

dollar denominated debt, which may cause foreign currency transaction losses.

The Macau pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S.

dollar, however, the current peg rates may not remain at the same level and possible changes to the peg rates may result in severe fluctuations in the exchange rate thereof.

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 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 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 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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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;

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, expectations regarding the potential opportunity for gaming expansion in Dubai, 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;

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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 impact to our business, operations and reputation from, and expenses and uncertainties associated with, the September 2023 cybersecurity issue;

the timing and outcome of the claims and class actions against us and of the investigations by state and federal regulators, related to our September 2023 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:

• 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;

• current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments, including the fixed components of our rent payments, and to make planned expenditures;

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 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 development options and financial results and impact our ability to satisfy our obligations;

• current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments, including our rent payments, and to make planned expenditures;

• restrictions and limitations in the agreements governing our senior credit facility and other senior indebtedness could significantly affect our ability to operate our business, as well as significantly affect our liquidity;

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• the fact that our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future;

• the fact that a failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our business;

• the fact that a failure to protect our intellectual property could have a negative impact on the value of our brand names and adversely affect our business;

• the fact that a significant portion of our labor force is covered by collective bargaining agreements;

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• 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;

• we may not achieve our social impact and sustainability related goals or that our social impact and sustainability 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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• the risks associated with doing business outside of the United States and the impact of any potential violations of the Foreign Corrupt Practices Act or other similar anti-corruption laws;

• increases in gaming taxes and fees in the jurisdictions in which we operate;

• increases in taxes and fees, including gaming taxes, in the jurisdictions in which we operate;

• our ability to recognize our foreign tax credit deferred tax asset and the variability of the valuation allowance we may apply against such deferred tax asset;

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• 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;

• 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;

• the ability of the Macau government to (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand Paradise, (ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise an extension of the concession in 2032;

• the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM China.

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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