What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-07-31 compared with 2024-05-01 · 121 added, 91 removed, 268 unchanged (44% of the section changed)

21 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In thousands)

3 unchanged sentences

Net income attributable to MGM Resorts International 187,072 200,796 404,548 667,603

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.

Consolidated net revenues increased 10% for the three months ended June 30, 2024 compared to the prior year quarter due primarily to a 37% increase at MGM China as a result of the continued ramp up of operations in Macau and an increase at our Las Vegas Strip Resorts of 3%.

Net revenues at our Regional Operations were flat.

Consolidated operating income increased 15% for the three months ended June 30, 2024 compared to the prior year quarter due primarily to the increase in net revenues, as discussed above.

Consolidated net revenues increased 11% for the six months ended June 30, 2024 compared to the prior year period due primarily to a 53% increase at MGM China and a 3% increase at our Las Vegas Strip Resorts, partially offset by a 2% decrease at our Regional Operations.

Consolidated operating income decreased 20% for the six months ended June 30, 2024 compared to the prior year period.

The decrease was due primarily to the $399 million gain in the prior year period 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

June 30, Six Months Ended

2024 2023 2024 2023

(In thousands)

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Las Vegas Strip Resorts

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.

Las Vegas Strip Resorts net revenues increased 3% for the three and six months ended June 30, 2024 due primarily to the increase in rooms revenue and food and beverage revenue in the current year quarter and period, partially offset by the decrease in casino revenue, discussed below.

Las Vegas Strip Resorts casino revenue decreased 2% for the three months ended June 30, 2024 compared to the prior year quarter due primarily to the decrease in slot handle, partially offset by an increase in table games win percentage.

Las Vegas Strip Resorts casino revenue decreased 1% for the six months ended June 30, 2024 compared to the prior year period.

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

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(Dollars in millions)

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Slot win % 9.3 % 9.3 % 9.4 % 9.4 %

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.

Las Vegas Strip Resorts rooms revenue increased 9% for the three months ended June 30, 2024 compared to the prior year quarter and increased 9% for the six months ended June 30, 2024 compared to the prior year period due primarily to an increase in ADR in the current year periods.

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

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

97 % 96 % 95 % 94 %

Average daily rate (ADR) $ 248 $ 234 $ 263 $ 246

Revenue per available room (RevPAR)

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.

$ 240 $ 224 $ 249 $ 231

Las Vegas Strip Resorts food and beverage revenue increased 4% for the three months ended June 30, 2024 compared to the prior year quarter and increased 4% for the six months ended June 30, 2024 compared to the prior year period due primarily to an increase in catering and banquet revenue in the current year periods.

Las Vegas Strip Resorts entertainment, retail, and other revenues decreased 6% for the three months ended June 30, 2024 compared to the prior year quarter and decreased 4% for the six months ended June 30, 2024 compared to the prior year period due primarily to a decrease in theater and attrition revenue in the current year periods.

Regional Operations

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.

Regional Operations net revenues for the three months ended June 30, 2024 were flat compared to the prior year quarter.

Regional Operations net revenues decreased 2% for the six months ended June 30, 2024 compared to the prior year period due primarily to the disposition of Gold Strike Tunica.

Regional Operations casino revenue increased 1% for the three months ended June 30, 2024 compared to the prior year quarter.

Regional Operations casino revenue decreased 2% for the six months ended June 30, 2024 compared to the prior year period due primarily to the disposition of Gold Strike Tunica.

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

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(Dollars in millions)

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Slot win % 9.9 % 9.6 % 9.8 % 9.6 %

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.

Regional Operations rooms revenue increased 2% for the three months ended June 30, 2024 compared to the prior year quarter due primarily to an increase in occupied room nights.

Regional Operations rooms revenue was flat for the six months ended June 30, 2024 compared to the prior year period due primarily to the disposition of the Gold Strike Tunica.

Regional Operations food and beverage revenue for the three months ended June 30, 2024 was flat compared to the prior year quarter.

Regional Operations food and beverage revenue decreased 2% for the six months ended June 30, 2024 compared to the prior year period due primarily to the disposition of the Gold Strike Tunica.

Regional Operations entertainment, retail, and other revenue decreased 10% for the three months ended June 30, 2024 compared to the prior year quarter and decreased 4% for the six months ended June 30, 2024 compared to the prior year period due primarily to a stronger event calendar in the prior year periods.

MGM China net revenues increased 37% for the three months ended June 30, 2024 compared to the prior year quarter and increased 53% for the six months ended June 30, 2024 compared to the prior year period, due primarily to an increase in casino revenue in the current year periods, discussed below.

The following table shows key gaming statistics for MGM China:

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(Dollars in millions)

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Main floor table games win % 24.5 % 21.8 % 24.7 % 22.8 %

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.

MGM China casino revenues increased 33% for the three months ended June 30, 2024 compared to the prior year quarter and increased 48% for the six months ended June 30, 2024 compared to the prior year period 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 six months ended June 30, 2024 compared to the comparative prior year periods is due primarily to the increase in LeoVegas revenues.

Adjusted Property EBITDAR and Adjusted EBITDAR

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Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In thousands)

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Las Vegas Strip Resorts

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.

Las Vegas Strip Resorts Adjusted Property EBITDAR increased 1% for the three months ended June 30, 2024 compared to the prior year quarter.

Las Vegas Strip Resorts Adjusted Property EBITDAR margin was 35.5% for the three months ended June 30, 2024, compared to 36.2% in the prior year quarter due primarily to an increase in payroll related expenses and professional services, partially offset by the increase in ADR discussed above.

Las Vegas Strip Resorts Adjusted Property EBITDAR was flat for the six months ended June 30, 2024 compared to the prior year period.

Las Vegas Strip Resorts Adjusted Property EBITDAR margin was 36.1% for the six months ended June 30, 2024, compared to 37.3% in the prior year period due primarily to an increase in payroll related expenses and professional services, partially offset by the increase in ADR discussed above.

Regional Operations

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 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

(In thousands)

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

Dispositions (1)

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

Regional Operations Adjusted Property EBITDAR $ 274,102 $ 313,175

Dispositions (1)

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 March 31, 2023.

Regional Operations Adjusted Property EBITDAR decreased 2% for the three months ended June 30, 2024, compared to the prior year quarter.

Regional Operations Adjusted Property EBITDAR margin was 31.1% for the three months ended June 30, 2024 compared to 31.7% in the prior year quarter due primarily to an increase in payroll related expenses.

Regional Operations Adjusted Property EBITDAR decreased 7% for the six months ended June 30, 2024, compared to the prior year period.

Regional Operations Adjusted Property EBITDAR margin was 30.6% for the six months ended June 30, 2024, compared to 32.4% in the prior year period due primarily to an increase in payroll related expenses and the disposition of Gold Strike Tunica.

MGM China Adjusted Property EBITDAR increased 40% for the three months ended June 30, 2024 compared to the prior year quarter.

MGM China Adjusted Property EBITDAR margin was 28.9% for the three months ended June 30, 2024 compared to 28.3% in the prior year quarter due primarily to the increase in casino revenues, discussed above.

MGM China Adjusted Property EBITDAR increased 57% for the six months ended June 30, 2024, compared to the prior year period.

MGM China Adjusted Property EBITDAR margin was 28.7% for the six months ended June 30, 2024, compared to 27.8% in the prior year period due primarily to the increase in casino revenues, discussed above.

Income (loss) from Unconsolidated Affiliates

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Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In thousands)

4 unchanged sentences

Interest Expense

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.

Gross interest expense was $113 million for each of the three months ended June 30, 2024 and 2023, and $224 million and $243 million for the six months ended June 30, 2024 and 2023, respectively.

Gross interest expense for the six months ended June 30, 2024 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 redemption of the $750 million 6.75% senior notes in May 2024, the repayment of MGM China’s $750 million 5.375% senior notes in May 2024, the decrease in the average debt outstanding under MGM China’s first revolving credit facility, and the repayment of the LeoVegas senior notes in August 2023, partially offset by the issuance of $750 million 6.5% senior notes in April 2024 and the issuance of MGM China’s $500 million 7.125%% senior notes in June 2024.

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 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.

Other, net was expense of $43 million and income of $24 million for the three months ended June 30, 2024 and 2023, respectively.

Other expense, net for the three months ended June 30, 2024 was primarily comprised of a loss related to foreign currency contracts of $62 million, a loss related to debt and equity investments of $23 million, partially offset by interest and dividend income of $22 million.

Other income, net for the three months ended June 30, 2023 was primarily comprised of interest and dividend income of $40 million, partially offset by a loss related to foreign currency contracts of $16 million.

Other, net was expense of $48 million and income of $70 million for the six months ended June 30, 2024 and 2023, respectively.

Other expense, net for the six months ended June 30, 2024 was primarily comprised of a loss related to foreign currency contracts of $100 million, a loss related to debt and equity investments of $44 million, partially offset by a foreign currency transaction gain of $37 million and interest and dividend income of $44 million.

Other income, net for the six months ended June 30, 2023 was primarily comprised of interest and dividend income of $97 million, partially offset by a foreign currency transaction loss of $21 million.

Our effective income tax rate was (4.3%) and 5.2% for the three and six months ended June 30, 2024, respectively, compared to 13.8% and 22.1% for the three and six months ended June 30, 2023, respectively.

The effective rate for the three and six months ended June 30, 2024 was favorably impacted by an increase in Macau gaming profits which are exempt from complementary tax.

The effective rate for the three months ended June 30, 2024 was also driven by a decrease in the valuation allowance for Macau deferred tax assets.

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, 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.

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.

Non-GAAP measures

“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 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.

Same-Store Adjusted Property EBITDAR should not be viewed as a measure of overall operating performance, considered in isolation, or as an alternative to our reportable segment GAAP measure or net income, 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 is provided for the limited purposes discussed herein.

In addition, Same-Store Adjusted Property EBITDAR may not be defined in the same manner by all companies and, as a result, may not be comparable to similarly titled non-GAAP financial measures of other companies, and such differences may be material.

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, rent expense related to triple-net operating leases and ground leases, and income from unconsolidated affiliates related to investments in real estate ventures.

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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.

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.

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.

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Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(In thousands)

2 unchanged sentences

Net income 282,802 243,544 582,528 723,427

Provision for income taxes 43,673 165,779

(Benefit) provision for income taxes (11,554) 39,141 32,119 204,920

Income before income taxes 271,248 282,685 614,647 928,347

2 unchanged sentences

Non-operating items from unconsolidated affiliates (1,762) 441 (1,626) 1,625

Other, net 4,806 (46,307)

43,431 (23,693) 48,237 (70,000)

154,408 88,693 269,387 173,870

Operating income 425,656 371,378 884,034 1,102,217

6 unchanged sentences

Guarantor Financial Information

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.

As of June 30, 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 foreign subsidiaries, including LeoVegas, MGM China, and each of their respective subsidiaries, are also not guarantors of our principal debt arrangements.

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The guarantees provided by the subsidiary guarantors rank senior in right of payment to any future subordinated debt of ours or such subsidiary guarantors, junior to any secured indebtedness to the extent of the value of the assets securing such debt and effectively subordinated to any indebtedness and other obligations of our subsidiaries that do not guarantee the senior notes.

In addition, the obligations of each subsidiary guarantor under its guarantee is limited so as not to constitute a fraudulent conveyance under applicable law, which may eliminate the subsidiary guarantor’s obligations or reduce such obligations to an amount that effectively makes the subsidiary guarantee lack value.

In addition, the obligations of each subsidiary guarantor under its guarantee are limited so as not to constitute a fraudulent conveyance under applicable law, which may eliminate the subsidiary guarantor’s obligations or reduce such obligations to an amount that effectively makes the subsidiary guarantee lack value.

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

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Other long-term liabilities 28,376,977 28,236,137

Three Months Ended

March 31, 2024

Six Months Ended

June 30, 2024

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 $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.

Cash provided by operating activities was $1.0 billion in the six months ended June 30, 2024 compared to $1.3 billion in the prior year period.

The decrease from the prior year period was due primarily to changes in working capital primarily related to payroll liabilities, gaming taxes, payables, and receivables, 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 and taxes.

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 $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.

Cash used in investing activities was $385 million in the six months ended June 30, 2024 compared to $59 million in the prior year period.

In the six months ended June 30, 2024, we made payments of $410 million in capital expenditures, as further discussed below, contributed $41 million to unconsolidated affiliates, and received $122 million related to net short-term investments in debt securities.

In comparison, in the prior year period 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 short-term investments in debt securities.

Capital Expenditures

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.

We made capital expenditures of $410 million in the six months ended June 30, 2024, of which $40 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 $370 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.

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 related 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.

Financing activities.

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.

Cash used in financing activities was $1.1 billion in the six months ended June 30, 2024 compared to $3.3 billion in the prior year period.

In the six months ended June 30, 2024, we had net repayments of debt of $42 million, as further discussed below, paid $915 million for repurchases of our common stock as further discussed in Note 10, and distributed $95 million to noncontrolling interest owners.

In comparison, in the prior year period, 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.

Borrowings and Repayments of Long-term Debt

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 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.

During the six months ended June 30, 2024, we had net repayments of debt of $42 million, which primarily consisted of our issuance of $750 million of aggregate principal amount of 6.5% notes due 2032 and the issuance of MGM China’s $500 million of aggregate principal amount of 7.125% notes due 2031, net draws of $208 million on MGM China’s first revolving credit facility, the repayment of $750 million of aggregate principal amount of our 6.75% notes due 2025, and the repayment of MGM China’s $750 million of aggregate principal amount of 5.375% notes due 2024 upon maturity .

The net proceeds from the issuance of the $750 million 6.5% notes due 2032 were used to fund the early redemption our $750 million in aggregate principal amount of 6.75% notes due 2025 in May 2024.

The repayment of MGM China’s $750 million 5.375% notes due 2024 was funded with draws on its first revolving credit facility, which were partially repaid with the proceeds from the issuance of its $500 million 7.125% notes due 2031.

During the six months ended June 30, 2023, we had net repayments of debt of $2.0 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 net repayments of $758 million on MGM China’s revolving credit facilities.

Share Repurchases and Distributions to Noncontrolling Interest Owners

During the six months ended June 30, 2024, we paid $915 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 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.

The remaining availability under the November 2023 $2.0 billion stock repurchase plan was $1.3 billion as of June 30, 2024.

During the six months ended June 30, 2023, we repurchased and retired $1.1 billion of our common stock pursuant to our stock repurchase plans.

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 of $118 million was declared in March 2024, approved by the shareholders in May 2024, and paid in June 2024, of which we received approximately $66 million and noncontrolling interests received approximately $52 million.

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.

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.

As of June 30, 2024, we had cash and cash equivalents of $2.4 billion, of which MGM China held $668 million, and we had $6.3 billion in principal amount of indebtedness, including $3.1 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 June 30, 2024, there was $579 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.

In May 2024, MGM China further exercised the option to increase the amount of the second revolving facility to its full capacity, as further discussed in Note 5.

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 June 30, 2024, are approximately $180 million to $200 million, excluding MGM China, and approximately $370 million to $390 million on a consolidated basis, which includes MGM China.

We are also required, as of June 30, 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 $475 million to $525 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 $130 million to $180 million at MGM China, which is inclusive of the estimated amount of the gaming concession investment for 2024 that relates to capital projects.

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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 March 31, 2024 ), which we anticipate funding over the next five years, subject to changes in the progress and scope of the development.

We currently expect our share to be 306 billion yen (approximately $1.9 billion as of June 30, 2024 ), which we anticipate funding over the next five years, subject to changes in the progress and scope of the development.

In July 2024, we funded 22.2 billion yen (approximately $138 million) to Osaka IR KK, as mentioned in Note 4.

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

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.

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

Subsequent to June 30, 2024 , we repurchased approximately 1 million shares of our common stock for an aggregate amount of $59 million, excluding excise tax .

Repurchased shares were retired.

Critical Accounting Policies and Estimates

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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.

As of June 30, 2024, variable rate borrowings represented approximately 9% 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 March 31, 2024

Debt maturing in Fair Value June 30, 2024

2024 2025 2026 2027 2028 Thereafter Total

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Fixed-rate $ — $ 1,175 $ 1,150 $ 1,425 $ 750 $ 1,251 $ 5,751 $ 5,633

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

Average interest rate N/A 5.5 % 5.4 % 5.1 % 4.8 % 6.8 % 5.6 %

Variable rate $ — $ — $ 578 $ — $ — $ — $ 578 $ 578

Average interest rate N/A N/A 7.2 % N/A N/A N/A 7.2 %

Foreign currency risk.

Our worldwide operations are conducted in multiple foreign currencies, 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.

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

As of June 30, 2024, the notional amount of forward contracts was $1.1 billion and a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of approximately $107 million.

Cautionary Statement Concerning Forward-Looking Statements

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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 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;

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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;

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;

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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