What changed in this filing

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Item 1. Financial Statements

2024-10-30 compared with 2024-07-31 · 107 added, 81 removed, 559 unchanged (25% of the section changed)

3 unchanged sentences

(In thousands, except share data)

September 30,

2024 December 31,

17 unchanged sentences

Accounts and construction payable $ 391,836 $ 461,718

Current portion of long-term debt 675,000 —

Accrued interest on long-term debt 112,403 60,173

22 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

16 unchanged sentences

3,876,270 3,625,754 11,643,773 10,247,852

Loss from unconsolidated affiliates ( 34,184 ) ( 16,189 ) ( 59,308 ) ( 91,188 )

Income (loss) from unconsolidated affiliates 7,989 22,507 ( 51,319 ) ( 68,681 )

Operating income 314,857 369,936 1,198,891 1,472,153

5 unchanged sentences

Income before income taxes 296,734 224,325 911,381 1,152,672

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

Provision for income taxes ( 52,570 ) ( 12,440 ) ( 84,689 ) ( 217,360 )

Net income 244,164 211,885 826,692 935,312

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income $ 244,164 $ 211,885 $ 826,692 $ 935,312

Other comprehensive loss, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation 156,968 ( 30,386 ) 50,700 ( 36,475 )

Other — — — 871

Other comprehensive loss ( 21,078 ) ( 6,040 ) ( 106,268 ) ( 5,218 )

Other comprehensive income (loss) 156,968 ( 30,386 ) 50,700 ( 35,604 )

Comprehensive income 401,132 181,499 877,392 899,708

5 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

2 unchanged sentences

Depreciation and amortization 621,868 608,831

Amortization of debt discounts, premiums and issuance costs 13,708 13,876

Loss on retirement of long-term debt 2,013 —

Amortization of debt discounts and issuance costs 20,396 20,846

Loss on early retirement of debt 2,013 —

Provision for credit losses 49,693 25,974

Stock-based compensation 51,720 46,246

Foreign currency transaction (gain) loss ( 37,166 ) 21,298

Foreign currency transaction loss 28,303 26,302

Property transactions, net 59,124 ( 378,235 )

23 unchanged sentences

Cash flows from financing activities

Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less 207,749 ( 758,441 )

Net repayments under bank credit facilities - maturities of 90 days or less ( 19,061 ) ( 931,028 )

Issuance of long-term debt 2,100,000 —

24 unchanged sentences

Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Balances, April 1, 2024 314,915 $ 3,149 $ — $ 3,393,805 $ 59,810 $ 3,456,764 $ 570,513 $ 4,027,277

Balances, July 1, 2024 304,965 $ 3,050 $ — $ 3,172,243 $ 37,383 $ 3,212,676 $ 601,469 $ 3,814,145

Net income — — — 184,578 — 184,578 59,499 244,077

6 unchanged sentences

Other — — ( 512 ) — — ( 512 ) 9,506 8,994

Balances, June 30, 2024 304,965 $ 3,050 $ — $ 3,172,243 $ 37,383 $ 3,212,676 $ 601,469 $ 3,814,145

Balances, September 30, 2024 296,886 $ 2,969 $ — $ 3,037,397 $ 191,575 $ 3,231,941 $ 589,600 $ 3,821,541

Balances, January 1, 2024 326,550 $ 3,266 $ — $ 3,664,008 $ 143,896 $ 3,811,170 $ 522,975 $ 4,334,145

7 unchanged sentences

Other — — ( 8,846 ) — — ( 8,846 ) 2,965 ( 5,881 )

Balances, June 30, 2024 304,965 $ 3,050 $ — $ 3,172,243 $ 37,383 $ 3,212,676 $ 601,469 $ 3,814,145

Balances, September 30, 2024 296,886 $ 2,969 $ — $ 3,037,397 $ 191,575 $ 3,231,941 $ 589,600 $ 3,821,541

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

Total MGM Resorts International Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity

Balances, April 1, 2023 367,241 $ 3,672 $ — $ 4,799,178 $ 36,808 $ 4,839,658 $ 382,445 $ 5,222,103

Balances, July 1, 2023 352,790 $ 3,528 $ — $ 4,382,588 $ 30,057 $ 4,416,173 $ 419,194 $ 4,835,367

Net income — — — 161,117 — 161,117 50,625 211,742

6 unchanged sentences

Other — — ( 474 ) — — ( 474 ) ( 362 ) ( 836 )

Balances, June 30, 2023 352,790 $ 3,528 $ — $ 4,382,588 $ 30,057 $ 4,416,173 $ 419,194 $ 4,835,367

Balances, September 30, 2023 340,915 $ 3,409 $ — $ 3,962,925 $ ( 617 ) $ 3,965,717 $ 463,063 $ 4,428,780

Balances, January 1, 2023 379,088 $ 3,791 $ — $ 4,794,239 $ 33,499 $ 4,831,529 $ 378,594 $ 5,210,123

8 unchanged sentences

Other — — ( 1,154 ) — 871 ( 283 ) ( 681 ) ( 964 )

Balances, June 30, 2023 352,790 $ 3,528 $ — $ 4,382,588 $ 30,057 $ 4,416,173 $ 419,194 $ 4,835,367

Balances, September 30, 2023 340,915 $ 3,409 $ — $ 3,962,925 $ ( 617 ) $ 3,965,717 $ 463,063 $ 4,428,780

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

MGM Resorts International, a Delaware corporation (together with its consolidated subsidiaries, unless otherwise indicated or unless the context requires otherwise, the “Company”) is a global gaming and entertainment company with domestic and international locations featuring hotels and casinos, convention, dining, and retail offerings, and sports betting and online gaming operations.

As of June 30, 2024, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

As of September 30, 2024, the Company’s domestic casino resorts include the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada:

Aria (including Vdara), Bellagio, The Cosmopolitan of Las Vegas ( “ The Cosmopolitan”), MGM Grand Las Vegas (including The Signature), Mandalay Bay, Luxor, New York-New York, Park MGM, and Excalibur.

48 unchanged sentences

Fair value is measured based upon trading prices on the applicable securities exchange for equity investments for which the Company has elected the fair value option of ASC 825 and equity investments accounted for under ASC 321 that have a readily determinable fair value.

The fair value of these investments was $ 385 million and $ 435 million as of June 30, 2024 and December 31, 2023, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets.

The fair value of these investments was $ 433 million and $ 435 million as of September 30, 2024 and December 31, 2023, respectively, and is reflected within “Other long-term assets, net” on the consolidated balance sheets.

Gains and losses are recorded in “Other, net” in the statements of operations.

For the three and six months ended June 30, 2024, the Company recorded a net loss on its equity investments of $ 26 million and $ 50 million, respectively.

For the three and six months ended June 30, 2023, the Company recorded a net gain on its equity investments of $ 6 million and $ 5 million, respectively.

For the three months ended September 30, 2024, the Company recorded a net gain on its equity investments of $ 48 million.

For the nine months ended September 30, 2024, the Company recorded a net loss on its equity investments of $ 2 million.

For the three and nine months ended September 30, 2023, the Company recorded a net loss on its equity investments of $ 57 million and $ 52 million, respectively.

The Company uses derivatives that are not designated for hedge accounting.

1 unchanged sentence

The balance sheet classification of the derivatives in a current liability position are within “Other accrued liabilities,” a long-term liability position are within “Other long-term obligations,” a current asset position are within “Prepaid expenses and other,” and a long-term asset position are within “Other long-term assets, net.”

As of June 30, 2024, the Company has forward currency exchange contracts to manage its exposure to changes in foreign currency exchange rates.

As of June 30, 2024, the fair value of derivatives were $ 81 million, with $ 35 million as a current liability and $ 46 million as a long-term liability.

As of September 30, 2024, the Company has forward currency exchange contracts to manage its exposure to changes in foreign currency exchange rates.

As of September 30, 2024, the fair value of derivatives classified as assets were $ 27 million, with $ 12 million in current assets and $ 15 million in long-term assets, and liabilities of $ 21 million, with $ 19 million in current liabilities and $ 2 million in long-term liabilities.

As of December 31, 2023, the fair value of derivatives classified as assets were $ 10 million, with $ 1 million in current assets and $ 9 million in long-term assets, and liabilities of $ 17 million, with $ 8 million in current liabilities and $ 9 million in long-term liabilities.

For the three and six months ended June 30, 2024, the Company recorded a net loss on its derivatives of $ 62 million and $ 100 million, respectively.

For the three months ended September 30, 2024, the Company recorded a net gain on its derivatives of $ 87 million and for the nine months ended September 30, 2024, the Company recorded a net loss on its derivatives of $ 13 million.

Debt investments.

3 unchanged sentences

The following table presents information regarding the Company’s debt investments:

Fair value level June 30, 2024 December 31, 2023

Fair value level September 30, 2024 December 31, 2023

(In thousands)

17 unchanged sentences

Restricted cash.

MGM China’s pledged cash of $ 87 million for each of June 30, 2024 and December 31, 2023, securing the bank guarantees discussed in Note 8 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of June 30, 2024 and December 31, 2023.

MGM China’s pledged cash of $ 87 million for each of September 30, 2024 and December 31, 2023, securing the bank guarantees discussed in Note 8 is restricted in use and classified within “Other long-term assets, net.” Such amounts plus “Cash and cash equivalents” on the consolidated balance sheets equal “Cash, cash equivalents, and restricted cash” on the consolidated statements of cash flows as of September 30, 2024 and December 31, 2023.

Accounts receivable.

As of June 30, 2024 and December 31, 2023, the loss reserve on accounts receivable was $ 136 million and $ 130 million, respectively.

As of September 30, 2024 and December 31, 2023, the loss reserve on accounts receivable was $ 145 million and $ 130 million, respectively.

Note receivable.

1 unchanged sentence

Accounts payable.

As of June 30, 2024 and December 31, 2023, the Company had accrued $ 78 million and $ 84 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.

As of September 30, 2024 and December 31, 2023, the Company had accrued $ 90 million and $ 84 million, respectively, for purchases of property and equipment within “Accounts and construction payable” on the consolidated balance sheets.

Revenue recognition.

9 unchanged sentences

Balance at January 1 $ 211,606 $ 185,669 $ 201,973 $ 183,602 $ 766,226 $ 816,376

Balance at June 30 213,685 196,446 203,099 194,570 799,658 806,072

Balance at September 30 171,502 185,615 213,330 204,333 795,489 847,572

Increase / (decrease) $ ( 40,104 ) $ ( 54 ) $ 11,357 $ 20,731 $ 29,263 $ 31,196

5 unchanged sentences

Lease revenues earned by the Company from third parties are classified within the line item corresponding to the type or nature of the tenant’s good or service .

For the three and six months ended June 30, 2024, lease revenues from third-party tenants include $ 21 million and $ 41 million recorded within food and beverage revenue, respectively and $ 29 million and $ 58 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

For the three and six months ended June 30, 2023, lease revenues from third-party tenants include $ 19 million and $ 37 million recorded within food and beverage revenue, respectively and $ 29 million and $ 59 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

For the three and nine months ended September 30, 2024, lease revenues from third-party tenants include $ 21 million and $ 62 million recorded within food and beverage revenue, respectively and $ 28 million and $ 86 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

For the three and nine months ended September 30, 2023, lease revenues from third-party tenants include $ 20 million and $ 57 million recorded within food and beverage revenue, respectively and $ 27 million and $ 86 million recorded within entertainment, retail, and other revenue for the same such periods, respectively.

Lease revenues from the rental of hotel rooms are recorded as rooms revenues within the consolidated statements of operations.

Redeemable noncontrolling interest.

Noncontrolling interests with redemption features, such as put rights, that are not exclusively in the Company’s control, are considered redeemable noncontrolling interests.

Redeemable noncontrolling interests are presented outside of stockholders’ equity within the mezzanine section of the accompanying consolidated balance sheets.

The interests are initially accounted for at fair value and subsequently adjusted to the greater of the redemption value and carrying value (initial fair value adjusted for attributed net income (loss) and distributions, as applicable).

The Company records such adjustments to retained earnings, to the extent available, with any residual amount applied against capital in excess of par value.

During the nine months ended September 30, 2023, the Company purchased $ 138 million of interests from its redeemable noncontrolling interest parties.

NOTE 3 — ACQUISITIONS AND DIVESTITURES

6 unchanged sentences

NOTE 4 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates were $ 238 million and $ 241 million as of June 30, 2024 and December 31, 2023, respectively.

The Company’s share of losses of BetMGM in excess of its equity method investment balance is $ 48 million and $ 5 million as of June 30, 2024 and December 31, 2023, respectively.

In July 2024, the Company contributed 22.2 billion yen (approximately $ 138 million) to Osaka IR KK.

The Company recorded its share of loss from unconsolidated affiliates as follows:

Investments in and advances to unconsolidated affiliates were $ 414 million and $ 241 million as of September 30, 2024 and December 31, 2023, respectively.

The Company’s share of losses of BetMGM in excess of its equity method investment balance is $ 44 million and $ 5 million as of September 30, 2024 and December 31, 2023, respectively.

The Company recorded its share of income (loss) from unconsolidated affiliates as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(In thousands)

Loss from unconsolidated affiliates $ ( 34,184 ) $ ( 16,189 ) $ ( 59,308 ) $ ( 91,188 )

Income (loss) from unconsolidated affiliates $ 7,989 $ 22,507 $ ( 51,319 ) $ ( 68,681 )

Non-operating items from unconsolidated affiliates 417 438 2,043 ( 1,187 )

$ 8,406 $ 22,945 $ ( 49,276 ) $ ( 69,868 )

The following table summarizes information related to the Company’s share of operating loss from unconsolidated affiliates:

The following table summarizes information related to the Company’s share of operating income (loss) from unconsolidated affiliates:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

5 unchanged sentences

Long-term debt consisted of the following:

September 30,

2024 December 31,

17 unchanged sentences

750,000 750,000

6.125 % senior notes, due 2029

7.125 % MGM China senior notes, due 2031

5 unchanged sentences

6,909,275 6,343,810

Debt due within one year of the June 30, 2024 balance sheet was classified as long-term as the Company and MGM China have both the intent and ability to refinance the current maturities on a long-term basis under the respective revolving credit facilities.

Current portion

( 675,000 ) —

$ 6,234,275 $ 6,343,810

MGM China’s 5.25 % senior notes due within one year of the September 30, 2024 balance sheet was classified as long-term as MGM China has both the intent and ability to refinance the notes on a long-term basis under its revolving credit facilities.

Senior secured credit facility.

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

At June 30, 2024, no amounts were drawn.

At September 30, 2024, no amounts were drawn.

The Company’s senior secured credit facility contains customary representations and warranties, events of default and positive and negative covenants.

The Company was in compliance with its credit facility covenants at June 30, 2024.

The Company was in compliance with its credit facility covenants at September 30, 2024.

MGM China first revolving credit facility.

At June 30, 2024, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion (approximately $ 1.2 billion) unsecured revolving credit facility, which matures in May 2026, and had a weighted average interest rate of 7.18 %.

At September 30, 2024, the MGM China first revolving credit facility consisted of a HK$ 9.75 billion (approximately $ 1.3 billion) unsecured revolving credit facility, which matures in May 2026, and had a weighted average interest rate of 6.82 %.

The MGM China first revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

The financial covenants under the MGM China first revolving credit facility

are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China first revolving credit facility covenants at June 30, 2024.

The financial covenants under the MGM China first revolving credit facility are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China first revolving credit facility covenants at September 30, 2024.

MGM China second revolving credit facility.

At June 30, 2024, the MGM China second revolving credit facility consisted of a HK$ 5.85 billion (approximately $ 749 million) unsecured revolving credit facility.

At September 30, 2024, the MGM China second revolving credit facility consisted of a HK$ 5.85 billion (approximately $ 753 million) unsecured revolving credit facility.

The option to increase the amount of the facility was further exercised in May 2024, increasing the facility by HK$ 1.26 billion (approximately $ 161 million) to its full capacity of HK$ 5.85 billion.

At June 30, 2024, no amounts were drawn on the MGM China second revolving credit facility.

At September 30, 2024, no amounts were drawn on the MGM China second revolving credit facility.

The MGM China second revolving credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

The financial covenants under the MGM China second revolving credit facility are waived through December 31, 2024 and become effective beginning on March 31, 2025.

MGM China was in compliance with its applicable MGM China second revolving credit facility covenants at June 30, 2024.

MGM China was in compliance with its applicable MGM China second revolving credit facility covenants at September 30, 2024.

Senior notes.

In September 2024, the Company issued $ 850 million in aggregate principal amount of 6.125 % notes due 2029.

The Company used the net proceeds from the offering to fund the early redemption of its $ 675 million in aggregate principal amount of 5.75 % notes due 2025 at a redemption price of 100.607 % in October 2024, with the remainder primarily used for general corporate purposes.

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

4 unchanged sentences

In May 2024, MGM China repaid its $ 750 million in aggregate principal amount of 5.375 % notes due 2024.

LeoVegas senior notes.

In August 2023, LeoVegas repaid its outstanding senior unsecured notes totaling $ 36 million.

Fair value of long-term debt.

The estimated fair value of the Company’s long-term debt was $ 6.2 billion and $ 6.3 billion at June 30, 2024 and December 31, 2023, respectively.

The estimated fair value of the Company’s long-term debt was $ 6.9 billion and $ 6.3 billion at September 30, 2024 and December 31, 2023, respectively.

NOTE 6 — INCOME TAXES

1 unchanged sentence

The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur.

The Company’s 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 Company’s effective income tax rate was 17.7 % and 9.3 % for the three and nine months ended September 30, 2024, respectively, compared to 5.5 % and 18.9 % for the three and nine months ended September 30, 2023, respectively.

On January 29, 2024, MGM Grand Paradise was granted an extension of its exemption from the Macau 12 % complementary tax on gaming profits for the period of January 1, 2023 through December 31, 2027.

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

6 unchanged sentences

Total finance lease costs $ 23,646 $ 19,514 $ 68,412 $ 58,874

(1) Operating lease cost includes $ 83 million for each of the three months ended June 30, 2024 and 2023 and $ 166 million for each of the six months ended June 30, 2024 and 2023 related to the Bellagio lease, which is held with a related party.

(1) Operating lease cost includes $ 83 million for each of the three months ended September 30, 2024 and 2023 and $ 248 million for each of the nine months ended September 30, 2024 and 2023 related to the Bellagio lease, which is held with a related party.

September 30,

2024 December 31,

22 unchanged sentences

Finance leases 6 6

(1) As of June 30, 2024 and December 31, 2023, operating lease right-of-use assets, net included $ 3.4 billion and $ 3.5 billion related to the Bellagio lease, respectively.

(2) As of June 30, 2024 and December 31, 2023, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease.

As of June 30, 2024, operating lease liabilities – current included $ 1 million related to the Bellagio lease.

Six Months Ended

(1) As of September 30, 2024 and December 31, 2023, operating lease right-of-use assets, net included $ 3.4 billion and $ 3.5 billion related to the Bellagio lease, respectively.

(2) As of September 30, 2024 and December 31, 2023, operating lease liabilities – long-term included $ 3.8 billion related to the Bellagio lease.

As of September 30, 2024, operating lease liabilities – current included $ 2 million related to the Bellagio lease.

Nine Months Ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities (In thousands)

10 unchanged sentences

Year ending December 31, (In thousands)

2024 (excluding the six months ended June 30, 2024) $ 920,263 $ 37,835

2024 (excluding the nine months ended September 30, 2024) $ 459,142 $ 25,229

2025 1,864,318 84,460

26 unchanged sentences

MGM China bank guarantees.

In connection with the issuance of the gaming concession in January 2023, bank guarantees were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 124 million as of June 30, 2024 ) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession.

In connection with the issuance of the gaming concession in January 2023, bank guarantees were provided to the government of Macau in the amount of MOP 1 billion (approximately $ 125 million as of September 30, 2024 ) to warrant the fulfillment of labor liabilities and of damages or losses that may result if there is noncompliance with the concession.

The guarantees expire 180 days after the end of the concession term.

As of June 30, 2024 , MOP 700 million of the bank guarantees (approximately $ 87 million as of June 30, 2024 ) were secured by pledged cash.

As of September 30, 2024 , MOP 700 million of the bank guarantees (approximately $ 87 million as of September 30, 2024 ) were secured by pledged cash.

Shortfall guarantees.

The Company provides shortfall guarantees of the $ 3.01 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, the landlord of Bellagio, which matures in 2029, and of the $ 3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of the landlords of Mandalay Bay and MGM Grand Las Vegas, which matures in 2032 and has an anticipated repayment date of March 2030.

The terms of the shortfall guarantees provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of the applicable property owned by the landlord, and the debt obligation.

value of the collateral, which is the real estate assets of the applicable property owned by the landlord, and the debt obligation.

The guarantees are accounted for under ASC 460 at fair value;

1 unchanged sentence

MGM/Osaka IR KK guarantees.

The Company provides for guarantees (1) in the amount of 12.65 billion yen (approximately $ 79 million as of June 30, 2024 ) for 50 % of Osaka IR KK’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (2) of an uncapped amount to provide funding to Osaka IR KK, if necessary, for the completion of the construction and full opening of the integrated resort.

The Company provides for guarantees (1) in the amount of 12.65 billion yen (approximately $ 88 million as of September 30, 2024 ) for 50 % of Osaka IR KK’s obligations to Osaka under various agreements related to the venture’s development of an integrated resort in Osaka, Japan and (2) of an uncapped amount to provide funding to Osaka IR KK, if necessary, for the completion of the construction and full opening of the integrated resort.

The guarantees expire when the obligations relating to the full opening of the integrated resort are fulfilled.

1 unchanged sentence

such value is immaterial.

Additionally, the Company’s ownership interest in Osaka IR KK, which had a carrying value of $ 131 million as of June 30, 2024, is pledged as collateral for Osaka IR KK’s obligations under its credit agreement.

Additionally, the Company’s ownership interest in Osaka IR KK, which had a carrying value of $ 302 million as of September 30, 2024 , is pledged as collateral for Osaka IR KK’s obligations under its credit agreement.

MGM/Osaka IR KK funding commitment.

The Company has commitments to fund Osaka IR KK for its proportionate share of the unfinanced portion of Osaka IR KK’s development project, which is approximately 306 billion yen (approximately $ 1.9 billion as of June 30, 2024 ).

The amount and timing of funding may vary based upon the progress and scope of the development.

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

The Company has commitments to fund Osaka IR KK for its proportionate share of the unfinanced portion of Osaka IR KK’s development project, of which approximately 271 billion yen (approximately $ 1.9 billion as of September 30, 2024 ) remains to be funded as of September 30, 2024.

The amount and timing of funding is subject to change based upon inflation, the progress and scope of the development, and other factors, which may increase the funding.

During the three and nine months ended September 30, 2024, the Company funded 22.2 billion yen (approximately $ 138 million) and 25.2 billion yen (approximately $ 157 million), respectively, of the committed amount to Osaka IR KK.

During the three and nine months ended September 30, 2023, the Company funded 10.3 billion yen (approximately $ 69 million) of the committed amount to Osaka IR KK.

Other guarantees.

1 unchanged sentence

The Company’s senior credit facility limits the amount of letters of credit that can be issued to $ 1.35 billion.

At June 30, 2024, $ 28 million in letters of credit were outstanding under the Company’s senior credit facility.

At September 30, 2024, $ 28 million in letters of credit were outstanding under the Company’s senior credit facility.

The amount of available borrowings under the credit facility is reduced by any outstanding letters of credit.

2 unchanged sentences

Diluted weighted-average common and common equivalent shares include adjustments for potential dilution of stock-based awards outstanding under the Company’s stock compensation plan.

Antidilutive share-based awards excluded from the diluted earnings per share calculation are not material.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

7 unchanged sentences

Weighted-average common and common equivalent shares – diluted 303,479 351,390 313,852 364,847

Antidilutive stock-based awards excluded from the calculation of diluted earnings per share

414 261 295 268

NOTE 10 — STOCKHOLDERS’ EQUITY

3 unchanged sentences

Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws.

The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.

During the three months ended June 30, 2023, the Company repurchased approximately 15 million shares of its common stock for an aggregate amount of $ 626 million.

During the six months ended June 30, 2023, the Company repurchased approximately 27 million shares of its common stock for an aggregate amount of $ 1.1 billion.

The timing, volume and nature of stock

repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.

During the three months ended September 30, 2023, the Company repurchased approximately 13 million shares of its common stock for an aggregate amount of $ 572 million.

During the nine months ended September 30, 2023, the Company repurchased approximately 39 million shares of its common stock for an aggregate amount of $ 1.7 billion.

In connection with these repurchases, the March 2022 stock repurchase plan was completed.

Repurchased shares were retired.

During the three months ended June 30, 2024, the Company repurchased approximately 10 million shares of its common stock for an aggregate amount of $ 413 million.

During the six months ended June 30, 2024, the Company repurchased approximately 22 million shares of its common stock for an aggregate amount of $ 924 million.

During the three months ended September 30, 2024, the Company repurchased approximately 8 million shares of its common stock for an aggregate amount of $ 326 million.

During the nine months ended September 30, 2024, the Company repurchased approximately 30 million shares of its common stock for an aggregate amount of $ 1.3 billion.

In connection with these repurchases, the February 2023 stock repurchase plan was completed.

Repurchased shares were retired.

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

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

Repurchased shares were retired.

The remaining availability under the November 2023 $ 2.0 billion stock repurchase plan was $ 946 million as of September 30, 2024.

NOTE 11 — SEGMENT INFORMATION

23 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

21 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

19 unchanged sentences

Income before income taxes 296,734 224,325 911,381 1,152,672

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

Provision for income taxes ( 52,570 ) ( 12,440 ) ( 84,689 ) ( 217,360 )

Net income 244,164 211,885 826,692 935,312

2 unchanged sentences

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 1. Financial Statements