What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-04-30 compared with 2024-10-30 · 119 added, 172 removed, 226 unchanged (56% of the section changed)

8 unchanged sentences

• Gaming revenue indicators:

table games drop and slot handle (volume indicators);

table games drop, which is the total amount of cash and net markers issued and deposited into the drop box, and slot handle, which is the gross amount wagered in slot machines, (volume indicators);

“win” or “hold” percentage, which is not fully controllable by us.

Our normal table games hold percentage at our Las Vegas Strip Resorts is in the range of 25.0% to 35.0% of table games drop for baccarat and 19.0% to 23.0% for non-baccarat;

“Win” or “hold” percentages represent the net amount of gaming wins and losses in relation to table games drop or slot handle;

• Hotel revenue indicators (for Las Vegas Strip Resorts) – hotel occupancy (a volume indicator);

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(In thousands)

3 unchanged sentences

Net income attributable to MGM Resorts International 148,554 217,476

Consolidated net revenues increased 5% for the three months ended September 30, 2024 compared to the prior year quarter due primarily to a 14% increase at MGM China as a result of the recovery of operations in Macau, an increase at our Las Vegas Strip Resorts of 1%, and an increase at our Regional Operations of 3%.

Consolidated operating income decreased 15% for the three months ended September 30, 2024 compared to the prior year quarter due primarily to an increase in payroll related expenses, gaming taxes, and promotional expense, partially offset by the increase in net revenues discussed above and recognition of $52 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue, which was recorded as contra-expense within general and administrative expense.

Consolidated net revenues increased 9% for the nine months ended September 30, 2024 compared to the prior year period due primarily to a 38% increase at MGM China and a 3% increase at our Las Vegas Strip Resorts.

Net revenues at our Regional Operations were flat compared to the prior year period.

Consolidated operating income decreased 19% for the nine months ended September 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 and an increase in payroll related expenses, gaming taxes, and promotional expense, partially offset by the increase in net revenues discussed above.

Consolidated net revenues decreased 2% for the three months ended March 31, 2025 compared to the prior year quarter due primarily to Las Vegas Strip Resorts decreasing 3%, MGM China decreasing 3%, and Regional Operations decreasing 1%, each as compared to the prior year quarter and as discussed below.

MGM Digital was flat compared to the prior year quarter.

Consolidated operating income decreased 16% for the three months ended March 31, 2025 compared to the prior year quarter due primarily to the decrease in revenue, discussed above.

Net Revenues by Segment

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(In thousands)

9 unchanged sentences

Food and beverage 109,081 107,753

Entertainment, retail and other, and reimbursed costs 54,841 53,173 158,329 161,106

Entertainment, retail and other

52,638 50,825

900,419 909,479

Casino 895,852 920,048

3 unchanged sentences

1,027,472 1,056,017

Casino 128,058 127,608

Reportable segment net revenues 4,232,069 4,348,133

2 unchanged sentences

Las Vegas Strip Resorts

Las Vegas Strip Resorts net revenues increased 1% for the three months ended September 30, 2024 due primarily to an increase in non-gaming revenue, partially offset by a decrease in casino revenue, each discussed below.

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

Las Vegas Strip Resorts casino revenue decreased 13% for the three months ended September 30, 2024 compared to the prior year quarter due primarily to a decrease in table games drop and table games win percentage, partially offset by an increase in slot handle.

Las Vegas Strip Resorts casino revenue decreased 5% for the nine months ended September 30, 2024 compared to the prior year period due primarily to a decrease in slot handle and table games drop.

Las Vegas Strip Resorts net revenues decreased 3% for the three months ended March 31, 2025 compared to the prior year quarter due primarily to a decrease in rooms revenue and entertainment, retail and other revenue, partially offset by an increase in casino revenue, each discussed below.

Las Vegas Strip Resorts casino revenue increased 8% for the three months ended March 31, 2025 compared to the prior year quarter due primarily to an increase in slot handle and an increase in table games win percentage 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,

2024 2023 2024 2023

(Dollars in millions)

5 unchanged sentences

Slot win % 9.6 % 9.4 %

Las Vegas Strip Resorts rooms revenue increased 7% for the three months ended September 30, 2024 compared to the prior year quarter and increased 9% for the nine months ended September 30, 2024 compared to the prior year period due primarily to an increase in RevPAR in each of the current year periods.

Las Vegas Strip Resorts rooms revenue decreased 9% for the three months ended March 31, 2025 compared to the prior year quarter due primarily to a decrease in ADR primarily as a result of the Super Bowl being hosted in Las Vegas in 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,

2024 2023 2024 2023

94 % 92 % 95 % 93 %

Average daily rate (ADR) $ 257 $ 277

Revenue per available room (RevPAR)

$ 229 $ 216 $ 242 $ 226

Las Vegas Strip Resorts food and beverage revenue increased 5% for the three months ended September 30, 2024 compared to the prior year quarter and increased 4% for the nine months ended September 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 increased 6% for the three months ended September 30, 2024 compared to the prior year quarter due primarily to a stronger event calender than the prior year quarter and decreased 1% for the nine months ended September 30, 2024 compared to the prior year period due primarily to a decrease in theater revenue in the current year periods.

Las Vegas Strip Resorts entertainment, retail, and other revenue decreased 9% for the three months ended March 31, 2025 compared to the prior year quarter due primarily to a weaker event calendar than the prior year quarter.

Regional Operations

Regional Operations net revenues increased 3% for the three months ended September 30, 2024 compared to the prior year quarter due primarily to the increase in casino revenue discussed below.

Regional Operations net revenues were flat for the nine months ended September 30, 2024 compared to the prior year period.

Regional Operations casino revenue increased 2% for the three months ended September 30, 2024 compared to the prior year quarter due primarily to an increase in slot handle.

Regional Operations casino revenue decreased 1% for the nine months ended September 30, 2024 compared to the prior year period due primarily to the disposition of Gold Strike Tunica.

Regional Operations net revenues decreased 1% for the three months ended March 31, 2025 compared to the prior year quarter due primarily to the decrease in casino revenue, discussed below.

Regional Operations casino revenue decreased 2% for the three months ended March 31, 2025 compared to the prior year quarter due primarily to a decrease in slot handle and table games drop.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(Dollars in millions)

5 unchanged sentences

Slot win % 9.9 % 9.7 %

Regional Operations rooms revenue increased 4% for the three months ended September 30, 2024 compared to the prior year quarter and Regional Operations rooms revenue increased 1% for the nine months ended September 30, 2024 compared to the prior year period due primarily to an increase in occupancy.

The increase in rooms revenue for the nine months ended September 30, 2024 was partially offset by the disposition of Gold Strike Tunica.

Regional Operations food and beverage revenue increased 8% for the three months ended September 30, 2024 compared to the prior year quarter due primarily to an increase in average check and increased 1% for the nine months ended September 30, 2024 compared to the prior year period due primarily to an increase in average check, partially offset by the disposition of Gold Strike Tunica.

Regional Operations entertainment, retail, and other revenue increased 3% for the three months ended September 30, 2024 compared to the prior year quarter and decreased 2% for the nine months ended September 30, 2024 compared to the prior year period.

MGM China net revenues increased 14% for the three months ended September 30, 2024 compared to the prior year quarter and increased 38% for the nine months ended September 30, 2024 compared to the prior year period, due primarily to an increase in casino revenue in the current year periods, discussed below.

MGM China net revenues decreased 3% for the three months ended March 31, 2025 compared to the prior year quarter due primarily to a decrease in casino revenue in the current year quarter, discussed below.

The following table shows key gaming statistics for MGM China:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(Dollars in millions)

2 unchanged sentences

Main floor table games win % 25.2 % 24.9 %

MGM China casino revenues increased 12% for the three months ended September 30, 2024 compared to the prior year quarter and increased 35% for the nine months ended September 30, 2024 compared to the prior year period due primarily to the recovery of operations after the removal of COVID-19 related travel and entry restrictions as well as an increase in main floor table games win percentage.

MGM China casino revenues decreased 3% for the three months ended March 31, 2025 compared to the prior year quarter due primarily to a decrease in main floor table games drop compared to the prior year quarter.

MGM Digital’s revenue was flat compared to the prior year quarter.

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, 2024 compared to the comparative prior year periods is due primarily to the increase in LeoVegas revenues.

Adjusted Property EBITDAR and Adjusted EBITDAR

The following table presents Adjusted Property EBITDAR and Adjusted EBITDAR.

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

See Note 11 in the accompanying consolidated financial statements and “Reportable Segment GAAP measure” below for additional information.

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

Corporate and other revenue includes other corporate operations and management services.

Segment Adjusted EBITDAR and Consolidated Adjusted EBITDA

The following table presents Segment Adjusted EBITDAR and Consolidated Adjusted EBITDA.

Segment Adjusted EBITDAR is our reportable segment GAAP measure, which we utilize as the primary profit measure for our reportable segments.

See Note 10 to the accompanying consolidated financial statements and “Reportable Segment GAAP measure” below for additional information.

Consolidated Adjusted EBITDA is a non-GAAP measure, discussed within “Non-GAAP measures” below.

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(In thousands)

2 unchanged sentences

MGM China 285,565 301,186

(34,393) (18,790)

Corporate and other (1)

Adjusted EBITDAR $ 1,135,934 $ 3,567,244

(704,320) (711,097)

Consolidated Adjusted EBITDA

$ 637,054 $ 673,189

(1) Includes triple net lease rent expense of $564 million for each of the three month periods ended March 31, 2025 and 2024.

Las Vegas Strip Resorts

Las Vegas Strip Resorts Adjusted Property EBITDAR increased 2% for the three months ended September 30, 2024 compared to the prior year quarter.

Las Vegas Strip Resorts Adjusted Property EBITDAR margin was 34.3% for the three months ended September 30, 2024, compared to 33.9% in the prior year quarter due primarily to the recognition of $37 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue.

Las Vegas Strip Resorts Adjusted Property EBITDAR increased 1% for the nine months ended September 30, 2024 compared to the prior year period.

Las Vegas Strip Resorts Adjusted Property EBITDAR margin was 35.5% for the nine months ended September 30, 2024, compared to 36.2% in the prior year period due primarily to the increase in payroll related expenses, partially offset by the increase in non-gaming revenues.

Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 2% for the three months ended March 31, 2025 compared to the prior year quarter.

Las Vegas Strip Resorts Segment Adjusted EBITDAR margin was 37.3% for the three months ended March 31, 2025, compared to 36.7% in the prior year quarter due primarily to the receipt of $37 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue, partially offset by the decline in revenue as discussed above and an increase in payroll related expenses.

Regional Operations

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

Regional Operations Adjusted Property EBITDAR margin was 31.5% for the three months ended September 30, 2024 compared to 31.7% in the prior year quarter due primarily to an increase in payroll related expenses, partially offset by the recognition of $15 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue.

Regional Operations Adjusted Property EBITDAR decreased 4% for the nine months ended September 30, 2024, compared to the prior year period.

Regional Operations Adjusted Property EBITDAR margin was 30.9% for the nine months ended September 30, 2024, compared to 32.2% in the prior year period due primarily to an increase in payroll related expenses, partially offset by the recognition of $15 million of business interruption insurance proceeds.

MGM China Adjusted Property EBITDAR increased 5% for the three months ended September 30, 2024 compared to the prior year quarter.

MGM China Adjusted Property EBITDAR margin was 25.5% for the three months ended September 30, 2024 compared to 27.8% in the prior year quarter due primarily to the increase in payroll related expense and promotional expenses, partially offset by the increase in casino revenues, discussed above.

MGM China Adjusted Property EBITDAR increased 38% for the nine months ended September 30, 2024, compared to the prior year period due primarily to the increase in casino revenue.

MGM China Adjusted Property EBITDAR margin was 27.7% for the nine months ended September 30, 2024, compared to 27.8% in the prior year period.

Income (loss) from Unconsolidated Affiliates

The following table summarizes information related to our share of operating income (loss) from unconsolidated affiliates:

Regional Operations Segment Adjusted EBITDAR increased 2% for the three months ended March 31, 2025, compared to the prior year quarter.

Regional Operations Segment Adjusted EBITDAR margin was 31.0% for the three months ended March 31, 2025 compared to 30.1% in the prior year quarter due primarily to the receipt of $12 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue.

MGM China Segment Adjusted EBITDAR decreased 5% for the three months ended March 31, 2025 compared to the prior year quarter.

MGM China Segment Adjusted EBITDAR margin was 27.8% for the three months ended March 31, 2025 compared to 28.5% in the prior year quarter due primarily to the decrease in casino revenue and an increase in payroll related expenses.

MGM Digital Segment Adjusted EBITDAR loss was $34 million for the three months ended March 31, 2025 compared to $19 million the prior year quarter.

The change was due primarily to the increase in payroll related expenses and costs from expansion into new markets.

Loss from Unconsolidated Affiliates

The following table summarizes information related to our share of operating loss from unconsolidated affiliates:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(In thousands)

BetMGM $ 3,211 $ 12,629 $ (67,781) $ (91,743)

BetMGM North America Venture

$ (15,201) $ (32,601)

Other 2,305 7,477

2 unchanged sentences

Interest expense

Gross interest expense was $112 million for each of the three months ended September 30, 2024 and 2023, and $336 million and $355 million for the nine months ended September 30, 2024 and 2023, respectively.

Gross interest expense decreased for the nine months ended September 30, 2024 compared to the prior year period 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 early 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 revolving credit facilities, and the repayment of the LeoVegas senior notes in August 2023, partially offset by the issuances of $850 million 6.125% senior notes in September 2024, $750 million 6.5% senior notes in April 2024, and 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 income of $93 million and expense of $35 million for the three months ended September 30, 2024 and 2023, respectively.

Other income, net for the three months ended September 30, 2024 was primarily comprised of a gain related to foreign currency contracts of $87 million, a gain related to debt and equity investments of $55 million, interest and dividend income of $18 million, partially offset by foreign currency transaction loss of $65 million.

Other expense, net for the three months ended September 30, 2023 was primarily comprised of a loss on debt and equity investments of $52 million, a loss related to foreign currency contracts of $11 million, partially offset by interest and dividend income of $35 million.

Other, net was income of $45 million and $35 million for the nine months ended September 30, 2024 and 2023, respectively.

Other income, net for the nine months ended September 30, 2024 was primarily comprised of interest and dividend income of $62 million and a gain related to debt and equity investments of $11 million, partially offset by a foreign currency transaction loss of $28 million and loss related to foreign currency contracts of $13 million.

Other income, net for the nine months ended September 30, 2023 was primarily comprised of interest and dividend income of $132 million, partially offset by a loss on debt and equity investments of $39 million, a loss on foreign currency contracts of $28 million, and foreign currency transaction loss of $26 million.

Our 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.

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

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

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.

Gross interest expense was $108 million and $111 million for the three months ended March 31, 2025 and 2024, respectively.

Other, net was expense of $11 million and $5 million for the three months ended March 31, 2025 and 2024, respectively.

Other, net for the three months ended March 31, 2025 was primarily comprised of a foreign currency transaction loss of $101 million primarily related to USD denominated debt held by a foreign subsidiary, partially offset by a net gain related to derivatives of $40 million, a gain related to debt and equity investments of $35 million, and interest and dividend income of $15 million.

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

Our effective income tax rate was 15.0% and 12.7% for the three months ended March 31, 2025 and March 31, 2024, respectively.

The effective rate for the three months ended March 31, 2025 and March 31, 2024 was favorably impacted primarily by 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, 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.

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

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

Triple net lease rent expense is the expense for rent to landlords under triple net operating leases for its domestic

properties, the ground subleases of Beau Rivage and MGM National Harbor, and the land concessions at MGM China.

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

Non-GAAP measures

“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.

We believe that while items excluded from Adjusted EBITDAR may be recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends.

Also, we believe excluded items may not relate specifically to current trends or be indicative of future results.

“Consolidated Adjusted EBITDA” is earnings before interest and other non-operating income (expense), income taxes, depreciation and amortization, preopening and start-up expenses, and property transactions, net.

Consolidated Adjusted EBITDA information is a non-GAAP measure that is presented solely as a supplemental disclosure to reported GAAP measures because it is among the measures used by management to evaluate our operating performance, and because we believe this measure is widely used by analysts, lenders, financial institutions, and investors as a measure of operating performance in the gaming industry and as a principal basis for the valuation of gaming companies.

We believe that while items excluded from Consolidated Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions or events that may not be comparable between the periods being presented.

Also, we believe excluded items may not relate specifically to current operating trends or be indicative of future results.

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 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 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.

We have significant uses of cash flows, including capital expenditures, interest payments, taxes, real estate triple-net lease and ground lease payments, and debt principal repayments, which are not reflected in Adjusted EBITDAR.

A reconciliation of GAAP net income to Adjusted EBITDAR is included herein.

The following table presents a reconciliation of net income attributable to MGM Resorts International to Adjusted EBITDAR:

However, Consolidated Adjusted EBITDA has limitations as an analytical tool, and should not be construed as an alternative or substitute to any measure determined in accordance with generally accepted accounting principles.

For example, we have significant uses of cash flows, including capital expenditures, interest payments, income taxes, and debt principal repayments, which are not reflected in Consolidated Adjusted EBITDA.

Accordingly, while we believe that Consolidated Adjusted EBITDA is a relevant measure of performance, Consolidated Adjusted EBITDA should not be construed as an alternative to or substitute for operating income or net income as an indicator of our performance, or as an alternative to or substitute for cash flows from operating activities as a measure of liquidity.

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

A reconciliation of GAAP net income to Consolidated Adjusted EBITDA is included herein.

The following table presents a reconciliation of net income attributable to MGM Resorts International to Consolidated Adjusted EBITDA:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(In thousands)

8 unchanged sentences

118,273 114,979

18,123 145,611 287,510 319,481

Operating income 385,057 458,378

2 unchanged sentences

Depreciation and amortization 236,444 196,562

Triple-net operating lease and ground lease rent expense 564,436 564,154 1,692,961 1,698,867

Income from unconsolidated affiliates related to real estate ventures (2,701) (2,698) (8,069) (8,088)

Adjusted EBITDAR $ 1,135,934 $ 3,567,244

Consolidated Adjusted EBITDA $ 637,054 $ 673,189

Guarantor Financial Information

As of September 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 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 holds our 50% interest in BetMGM), MGM CEE Holdco, LLC (the entity that holds our interactive gaming subsidiaries, including LeoVegas), and each of their respective subsidiaries.

Our foreign subsidiaries, including MGM China and its subsidiaries, are also not guarantors of our principal debt arrangements.

In the event that any subsidiary is no longer a guarantor of our credit facility or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing senior notes.

As of March 31, 2025, all of our registered principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facility.

Our registered principal debt arrangements and our senior credit facility are not guaranteed by MGM Grand Detroit, LLC, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC (d/b/a MGM Springfield), MGM Sports & Interactive Gaming, LLC (the entity that holds our 50% interest in BetMGM North America Venture), MGM CEE Holdco, LLC (the entity that holds our consolidated digital gaming subsidiaries, including LeoVegas), and each of their respective subsidiaries.

Our foreign subsidiaries, including MGM China and its subsidiaries, are also not guarantors of our registered principal debt arrangements or our senior credit facility.

In the event that any subsidiary is no longer a guarantor of our senior credit facility or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing senior notes.

The indentures governing the senior notes further provide that in the event of a sale of all or substantially all of the assets of, or capital stock in a subsidiary guarantor then such subsidiary guarantor will be released and relieved of any obligations under its subsidiary guarantee.

2 unchanged sentences

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

September 30,

2025 December 31,

6 unchanged sentences

Other long-term liabilities 28,579,840 28,651,188

Nine Months Ended

September 30, 2024

Three Months Ended

March 31, 2025

Income Statement (In thousands)

8 unchanged sentences

Operating activities.

Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, and tax payments or refunds.

Cash provided by operating activities was $1.7 billion in the nine months ended September 30, 2024 compared to $2.0 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, and payables, 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.

Cash provided by operating activities was $547 million in the three months ended March 31, 2025 compared to $549 million in the prior year period.

Investing activities.

Our investing cash flows can fluctuate significantly from year to year depending on our decisions with respect to strategic capital investments in new or existing resorts, business acquisitions or dispositions, and the timing of maintenance capital expenditures to maintain the quality of our properties.

Our investing cash flows can fluctuate significantly from year to year depending on our decisions with respect to strategic capital investments, business acquisitions or dispositions, and the timing of maintenance capital expenditures to maintain the quality of our properties.

Capital expenditures related to regular investments in our existing properties can also vary depending on timing of larger remodel projects related to our public spaces and hotel rooms.

Cash used in investing activities was $879 million in the nine months ended September 30, 2024 compared to $421 million in the prior year period.

In the nine months ended September 30, 2024, we made payments of $747 million in capital expenditures, as further discussed below, contributed $182 million to unconsolidated affiliates, paid $114 million related to acquisitions, net of cash acquired, and received $224 million related to net short-term investments in debt securities.

In comparison, in the prior year period we made payments of $603 million in capital expenditures, as further discussed below, contributed $144 million to unconsolidated affiliates, 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.

Cash used in investing activities was $227 million in the three months ended March 31, 2025 compared to $108 million in the prior year period.

In the three months ended March 31, 2025, we made payments of $228 million in capital expenditures, as further discussed below.

In comparison, in the prior year period we made payments of $172 million in capital expenditures, as further discussed below, contributed $10 million to unconsolidated affiliates, and received $105 million in net short-term investments in debt securities.

Capital Expenditures

We made capital expenditures of $747 million in the nine months ended September 30, 2024, of which $98 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment.

expenditures at our Las Vegas Strip Resorts, Regional Operations, and corporate and other entities of $649 million primarily related to information technology and room remodels.

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 related 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 $228 million in the three months ended March 31, 2025, of which $60 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment.

Capital expenditures primarily related to room remodels and information technology.

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 related to the gaming concession investment.

Capital expenditures primarily related to information technology and room remodels.

Financing activities.

Cash used in financing activities was $774 million in the nine months ended September 30, 2024 compared to $4.2 billion in the prior year period.

In the nine months ended September 30, 2024, we had net borrowings of debt of $581 million, as further discussed below, paid $1.2 billion for repurchases of our common stock as further discussed in Note 10, and distributed $104 million to noncontrolling interest owners.

In comparison, in the prior year period, 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.

Cash used in financing activities was $470 million in the three months ended March 31, 2025 compared to $629 million in the prior year period.

In the three months ended March 31, 2025, we had net borrowings of

debt of $50 million, as further discussed below, paid $489 million for repurchases of our common stock, and distributed $12 million to noncontrolling interest owners.

In comparison, in the prior year period, we had net repayments of debt of $77 million, as further discussed below, paid $507 million for repurchases of our common stock, and distributed $12 million to noncontrolling interest owners.

Borrowings and Repayments of Long-term Debt

During the nine months ended September 30, 2024, we had net borrowings of debt of $581 million, which primarily consisted of our issuance of $850 million of aggregate principal amount of 6.125% notes due 2029, 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, partially offset by the repayment of $750 million of aggregate principal amount of our 6.75% notes due 2025, the repayment of MGM China’s $750 million of aggregate principal amount of 5.375% notes due 2024 upon maturity, and net repayments of $19 million on MGM China’s first revolving credit facility .

The net proceeds from the issuance of the $850 million 6.125% notes due 2029 were used to fund the early redemption of our $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.

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

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

Share Repurchases and Distributions to Noncontrolling Interest Owners

During the nine months ended September 30, 2024, we paid $1.2 billion relating to repurchases of our common stock pursuant to our stock repurchase plans.

During the three months ended March 31, 2025, we had net borrowings of debt of $50 million on MGM China’s first revolving credit facility .

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

Share Repurchases

During the three months ended March 31, 2025, we paid $489 million relating to repurchases of our common stock pursuant to our stock repurchase plans.

See Note 9 for further information on the stock repurchases.

The remaining availability under the November 2023 $2.0 billion stock repurchase plan was $337 million as of March 31, 2025.

Additionally, in April 2025, we announced that the Board of Directors authorized a $2.0 billion stock repurchase plan.

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.

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 $946 million as of September 30, 2024.

During the nine months ended September 30, 2023, we repurchased and retired $1.7 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 September 30, 2024, we had cash and cash equivalents of $3.0 billion, of which MGM China held $563 million, and we had $7.0 billion in principal amount of indebtedness, including $2.9 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, 2024, there was $354 million outstanding under MGM China’s first revolving credit facility.

In October 2024, we funded the early redemption of our $675 million of aggregate principal amount of 5.75% notes due 2025.

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 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 and contractual maturity da tes and interest rates, each as of September 30, 2024, and reflecting the early redemption of our 5.75% notes due 2025 in October 2024, are approximately $200 million to $220 million, excluding MGM China, and approximately $380 million to $400 million on a consolidated basis, which includes MGM China.

We are also required, as of September 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 $300 million to $350 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 $40 million to $60 million at MGM China, which is inclusive of the estimated amount of the gaming concession investment for 2024 that relates to capital projects.

As of March 31, 2025, we had cash and cash equivalents of $2.3 billion, of which MGM China held $815 million, and we had $6.5 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, 2025, there was $527 million outstanding under MGM China’s first revolving credit facility.

On April 15, 2025, MGM China entered into a HK$23.4 billion senior unsecured revolving credit facility.

The MGM China revolving credit facility matures in April 2030 and bears interest at a fluctuating rate per annum based on the Hong Kong Interbank Offer Rate plus 1.625% to 2.75%, as determined by MGM China’s leverage ratio.

The MGM China 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.

In April 2025, MGM China repaid in full the amounts outstanding under its MGM China first revolving credit facility with borrowings under the MGM China revolving credit facility and the total commitments of the MGM China first revolving credit facility and MGM China second revolving credit facility were cancelled in full.

Our expected cash interest payments over the next twelve months, based on principal amounts of debt outstanding, contractual maturity da tes, and interest rates, each as of March 31, 2025, are approximately $190 million to $210 million, excluding MGM China, and approximately $360 million to $380 million on a consolidated basis, which includes MGM China.

We are also required, as of March 31, 2025, to make annual cash rent payments of $1.8 billion to our landlords 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 (with each lease obligating us to spend a specified percentage of net revenues at the properties on capital expenditures), in addition to the annual cash rent.

We have planned capital expen ditures expected over the remainder of 2025 of approximately $870 million to $970 million on a consolidated basis, of which $175 million to $225 million relates to MGM China and is inclusive of the estimated amount of the gaming concession investment 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, 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, of which the remaining amount of 271 billion yen (approximately $1.9 billion as of September 30, 2024 ) is anticipated to be funded over the next five years.

Our funding amount is subject to change due to inflation, the progress and scope of the development, and other factors, which we expect may increase the funding.

Additionally, we have cash commitments to fund Osaka IR KK relating to the development of an integrated resort in Osaka, Japan of 428 billion yen, which represents our approximate 43.5% equity share (our estimated ownership percentage of Osaka IR KK subsequent to subscribed minority equity interest funding).

We expect to fund the estimated remaining amount of approximately 392 billion yen (approximately $2.6 billion as of March 31, 2025 ) over the next four years, depending upon project progress.

We expect project costs will increase due primarily to inflation, which increases may be offset by cost mitigation efforts and funded by additional financing.

Refer to Note 7 to the accompanying consolidated financial statements for further discussion regarding our commitments and guarantees.

In August 2024, MGM China’s Board of Directors declared a special dividend of $173 million, which was paid in October 2024, of which we received approximately $97 million and noncontrolling interests received approximately $76 million.

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

Subsequent to March 31, 2025 , we repurchased approximately 8 million shares of our common stock for an aggregate amount of $215 million , excluding excise tax.

Repurchased shares were retired.

MGM China recommended a final dividend for 2024 in March 2025, subject to shareholders’ approval.

If approved, MGM China would pay approximately $123 million in June 2025, of which we would receive approximately $69 million.

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 September 30, 2024, variable rate borrowings represented approximately 5% of our total borrowings.

As of March 31, 2025, variable rate borrowings represented approximately 8% of our total borrowings.

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

Debt maturing in Fair Value September 30, 2024

Debt maturing in Fair Value March 31, 2025

2025 2026 2027 2028 2029 Thereafter Total

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Fixed-rate $ 500 $ 1,150 $ 1,425 $ 750 $ 850 $ 1,251 $ 5,926 $ 5,850

Average interest rate N/A 5.5 % 5.4 % 5.1 % 4.8 % 6.5 % 5.6 %

Average interest rate 5.3 % 5.4 % 5.1 % 4.8 % 6.1 % 6.8 % 5.6 %

Variable rate $ — $ 527 $ — $ — $ — $ — $ 527 $ 527

Average interest rate N/A 5.5 % N/A N/A N/A N/A 5.5 %

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 September 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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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;

positioning BetMGM North America Venture as a leader in sports betting and iGaming;

amounts we will spend on capital expenditures and investments;

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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 timing and outcome of investigations by state regulators related to the September 2023 cybersecurity issue, and the availability of cybersecurity insurance proceeds and the nature and scope of any 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 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;

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 operations, 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;

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• the occurrence of impairments to goodwill, indefinite-lived intangible assets or long-lived assets which could negatively affect future profits;

• the susceptibility of leisure and business travel, especially travel by air, to global geopolitical events, such as terrorist attacks, other acts of violence, acts of war or hostility or outbreaks of infectious disease (including the COVID-19 pandemic);

• the fact that co-investing in properties or businesses, including our investment in BetMGM, decreases our ability to manage risk;

• the fact that future construction, development, or expansion projects will be subject to significant development and construction risks;

• the fact that co-investing in properties or businesses, including our investment in BetMGM North America Venture, decreases our ability to manage risk;

• the fact that future construction, development, or expansion projects will be subject to significant development and construction risks, which could have a material adverse impact on related project timetables, costs, and our ability to complete the projects;

• 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;

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• the failure of future efforts to expand through investments in other businesses and properties or through alliances or acquisitions, or to divest some of our properties and other assets;

• the fact that our operational efforts to expand our digital business in new geographic markets may not be successful;

• the failure to maintain the integrity of our information and other systems and internal customer information could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits or other restrictions on our use or transfer of data;

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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 September 2023 cybersecurity issue, 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