MGM Resorts International

Previous wording

This management’s discussion and analysis of financial condition and results of operations contain forward-looking statements that involve risks and uncertainties. Please see “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions that may cause our actual results to differ materially from those discussed in the forward-looking statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q, the audited consolidated financial statements and notes for the fiscal year ended December 31, 2024, which were included in our Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 18, 2025. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. MGM Resorts International together with its subsidiaries may be referred to as “we,” “us” or “our.” MGM China Holdings Limited together with its subsidiaries is referred to as “MGM China.”

Current wording

This management’s discussion and analysis of financial condition and results of operations contain forward-looking statements that involve risks and uncertainties. Please see “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions that may cause our actual results to differ materially from those discussed in the forward-looking statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q, the audited consolidated financial statements and notes for the fiscal year ended December 31, 2025, which were included in our Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 11, 2026. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. MGM Resorts International together with its subsidiaries may be referred to as “we,” “us” or “our.”

Previous wording

In October 2025, we entered into an agreement to sell the operations of MGM Northfield Park for $546 million in cash, subject to customary purchase price adjustments. Upon closing, the master lease between us and VICI will be amended to remove MGM Northfield Park and to reflect a $53 million reduction in annual cash rent, subject to a 2% escalator on May 1, 2026. The transaction is expected to close in the first half of 2026, subject to the receipt of regulatory approvals and other customary closing conditions.

Current wording

In April 2026, we completed the sale of the operations of MGM Northfield Park for cash consideration of $546 million, subject to certain purchase price adjustments. Refer to Note 4 in the accompanying consolidated financial statements for discussion of this transaction. At closing, the master lease between the Company and VICI was amended to remove MGM Northfield Park and to reflect a $53 million reduction in annual cash rent.

Previous wording

Consolidated net revenues increased 2% for the three months ended September 30, 2025 compared to the prior year quarter due primarily to MGM China increasing 17% and MGM Digital increasing 23%, partially offset by Las Vegas Strip Resorts decreasing 7%, and Regional Operations flat, each as compared to the prior year quarter and as discussed below.

Current wording

Consolidated net revenues for the three months ended March 31, 2026 increased 4% compared to the prior year quarter due primarily to MGM China increasing 9%, MGM Digital increasing 43%, and Regional Operations increasing 2%, while Las Vegas Strip Resorts was flat, each as compared to the prior year quarter.

Previous wording

Las Vegas Strip Resorts net revenues decreased 7% for the three months ended September 30, 2025 compared to the prior year quarter due primarily to a decrease in casino revenue, rooms revenue, and food and beverage revenue.

Current wording

Las Vegas Strip Resorts net revenues increased $4 million for the three months ended March 31, 2026 compared to the prior year quarter due primarily to a $29 million increase in non-gaming revenue driven by an $18 million increase in catering and banquets within food and beverage revenue, partially offset by a $25 million decrease in casino revenue driven by a decrease in table games volume.

Previous wording

Regional Operations net revenues for the three months ended September 30, 2025 were flat compared to the prior year quarter and increased 1% for the nine months ended September 30, 2025 compared to the prior year period due primarily to the increase in casino revenue, discussed below.

Current wording

Regional Operations net revenues increased 2% or $17 million for the three months ended March 31, 2026 compared to the prior year quarter due primarily to a $13 million increase in casino revenue driven by slot drop and table games drop.

Previous wording

(1) Includes triple net lease rent expense of $565 million and $564 million for the three month periods ended September 30, 2025 and 2024, respectively and $1.7 billion for each of the nine month periods ended September 30, 2025 and 2024.

Current wording

(1) Includes triple net lease rent expense of $565 million and $564 million for the three month periods ended March 31, 2026 and 2025, respectively.

Previous wording

Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 18% for the three months ended September 30, 2025 compared to the prior year quarter. Las Vegas Strip Resorts Segment Adjusted EBITDAR margin was 30.3% for the three months ended September 30, 2025, compared to 34.3% in the prior year quarter due primarily to the decrease in net revenues, as discussed above.

Current wording

Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 8% for the three months ended March 31, 2026 compared to the prior year quarter. Las Vegas Strip Resorts Segment Adjusted EBITDAR margin was 34.4% for the three months ended March 31, 2026, compared to 37.3% in the prior year quarter due primarily to the receipt of $6 million of business interruption insurance proceeds related to the September 2023 cybersecurity issue in the current year quarter as compared to $36 million in the prior year quarter and an increase in self insurance expense of $37 million due to an increase in reserves.

Previous wording

MGM China Segment Adjusted EBITDAR increased 20% for the three months ended September 30, 2025 compared to the prior year quarter. MGM China Segment Adjusted EBITDAR margin was 26.1% for the three months ended September 30, 2025 compared to 25.5% in the prior year quarter due primarily to an increase in casino revenues, as discussed above.

Current wording

MGM China Segment Adjusted EBITDAR decreased 4% for the three months ended March 31, 2026, compared to the prior year quarter. MGM China Segment Adjusted EBITDAR margin was 24.4% for the three months ended March 31, 2026, compared to 27.8% in the prior year quarter due primarily to an increase in the intercompany branding license fee expense of $23 million primarily as a result of a new intercompany long term branding agreement, and an increase in payroll related expenses, partially offset by the increase in net revenues.

Previous wording

MGM Digital Segment Adjusted EBITDAR loss was $83 million for the nine months ended September 30, 2025 compared to a loss of $56 million the prior year period. The change was due primarily to an increase in payroll related costs.

Current wording

MGM Digital Segment Adjusted EBITDAR loss was $26 million for the three months ended March 31, 2026 compared to a loss of $34 million in the prior year quarter. The change was due primarily to an increase in revenue, as discussed above partially offset by an increase in marketing expenses and gaming taxes.

Previous wording

Gross interest expense was $103 million and $112 million for the three months ended September 30, 2025 and 2024, and $317 million and $336 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease for the three and nine months ended September 30, 2025 is due primarily to a decrease in weighted average outstanding debt. 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.

Current wording

Gross interest expense was $101 million and $108 million for the three months ended March 31, 2026 and 2025, respectively. 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.

Previous wording

Other, net was expense of $183 million and income of $45 million for the nine months ended September 30, 2025 and 2024, respectively. Other expense, net for the nine months ended September 30, 2025 was primarily comprised of a foreign currency transaction loss of $285 million, partially offset by interest and dividend income of $37 million, a net gain related to debt and equity investments of $35 million, and a net gain related to derivatives of $34 million. Other income, net for the nine months ended September 30, 2024 was primarily comprised of a 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 a net loss related to derivatives of $13 million.

Current wording

Other, net was income of $4 million and expense of $11 million for the three months ended March 31, 2026 and 2025, respectively. Other income, net for the three months ended March 31, 2026 was primarily comprised of a foreign currency transaction gain of $25 million and interest and dividend income of $10 million, partially offset by a net loss related to debt and equity investments of $12 million and a net loss related to derivatives of $19 million. Other expense, 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.

Previous wording

Our effective income tax rate was a benefit of 5.9% on loss before income taxes and a provision of 23.7% on income before income taxes for the three and nine months ended September 30, 2025, respectively, compared to a provision of 17.7% and 9.3% for the three and nine months ended September 30, 2024, respectively. The effective tax rate for each of the periods was favorably impacted primarily by the mix of U.S. and foreign incomes including Macau gaming profits which are exempt from complementary tax. The effective tax rate for the three and nine months ended September 30, 2025 was unfavorably impacted by the non-tax deductible Empire City goodwill impairment recorded during the current quarter. The effective rate for the nine months ended September 30, 2024 was also favorably impacted by a decrease in the valuation allowance for Macau deferred tax assets.

Current wording

Our effective income tax rate was 13.6% and 15.0% for the three months ended March 31, 2026 and March 31, 2025, respectively. The effective tax rate for each of the periods was favorably impacted primarily by the mix of U.S. and foreign income, including Macau gaming profits which are exempt from complementary tax.

Previous wording

“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, income (loss) from unconsolidated affiliates, goodwill impairment, 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.

Current wording

“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, income (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.

Previous wording

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

Current wording

“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.

Previous wording

As of September 30, 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.

Current wording

As of March 31, 2026, all of our registered principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facilities. Our registered principal debt arrangements 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. In the event that any subsidiary is no longer a guarantor of our senior credit facilities or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing registered principal debt arrangements. The indentures governing the registered principal debt arrangements 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.

Previous wording

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 income tax payments or refunds. Cash provided by operating activities was $1.9 billion in the nine months ended September 30, 2025 compared to $1.7 billion in the prior year period. The increase from the prior year period was due primarily to the change in cash paid (refunded) for income taxes and changes in net working capital, partially offset by a decrease in Segment Adjusted EBITDAR at our Las Vegas Strip Resorts discussed within the Results of Operations section above.

Current wording

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 income tax payments or refunds. Cash provided by operating activities was $568 million in the three months ended March 31, 2026 compared to $547 million in the prior year period. The increase from the prior year period was due primarily to the change in cash refunded for income taxes, partially offset by a decrease in Segment Adjusted EBITDAR at our Las Vegas Strip Resorts discussed within the Results of Operations section above.

Previous wording

Cash used in investing activities was $940 million in the nine months ended September 30, 2025 compared to $879 million in the prior year period. In the nine months ended September 30, 2025, we made payments of $772 million in capital expenditures, as further discussed below, contributed $208 million to unconsolidated affiliates, and received $71 million in distributions from unconsolidated affiliates. In comparison, in the prior year period 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 in net short-term investments in debt securities.

Current wording

Cash used in investing activities was $373 million in the three months ended March 31, 2026 compared to $227 million in the prior year period. In the three months ended March 31, 2026, we made payments of $155 million in capital expenditures, as further discussed below, and contributed $138 million to unconsolidated affiliates. In comparison, in the prior year period we made payments of $228 million in capital expenditures, as further discussed below.

Previous wording

We made capital expenditures of $772 million in the nine months ended September 30, 2025, of which $158 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment. Capital expenditures primarily related to room remodels, casino floor remodels and equipment, and information technology.

Current wording

We made capital expenditures of $155 million in the three months ended March 31, 2026, of which $42 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.

Previous wording

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 related to the gaming concession investment. Capital expenditures primarily related to information technology and room remodels.

Current wording

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 related to the gaming concession investment. Capital expenditures primarily related to room remodels and information technology.

Previous wording

Financing activities. Cash used in financing activities was $1.2 billion in the nine months ended September 30, 2025 compared to $774 million in the prior year period. In the nine months ended September 30, 2025, we had net repayments of debt of $210 million, as further discussed below, paid $717 million for repurchases of our common stock, and distributed $159 million to noncontrolling interest owners. In comparison, in the prior year period, we had net borrowings of debt of $581 million, as further discussed below, paid $1.2 billion for repurchases of our common stock, and distributed $104 million to noncontrolling interest owners.

Current wording

Financing activities. Cash provided by financing activities was $40 million in the three months ended March 31, 2026 compared to cash used in financing activities of $470 million in the prior year period. In the three months ended March 31, 2026, we had net borrowings of debt of $178 million, as further discussed below, and paid $89 million for repurchases of our common stock. In comparison, in the prior year period, 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.

Previous wording

During the nine months ended September 30, 2025, we had net repayments of debt of $210 million, which primarily consisted of the repayment of MGM China’s $500 million of aggregate principal amount of 5.25% notes due 2025 upon maturity, partially offset by net borrowings of $290 million on MGM China’s revolving credit facility.

Current wording

During the three months ended March 31, 2026, we had net borrowings of debt of $178 million on MGM China’s revolving credit facility.

Previous wording

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.

Current wording

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.

Previous wording

During the nine months ended September 30, 2025, we paid $717 million relating to repurchases of our common stock pursuant to our stock repurchase plans. See Note 10 for further information on the stock repurchases. The remaining availability under the November 2023 $2.0 billion stock repurchase plan was $122 million and the remaining availability under the April 2025 $2.0 billion stock repurchase plan was $2.0 billion as of September 30, 2025.

Current wording

During the three months ended March 31, 2026, we paid $89 million relating to repurchases of our common stock pursuant to our stock repurchase plans. See Note 10 for further information on the stock repurchases. The remaining availability under the April 2025 $2.0 billion stock repurchase plan was $1.5 billion as of March 31, 2026.

Previous wording

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

Current wording

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.

Previous wording

As of September 30, 2025, we had cash and cash equivalents of $2.1 billion, of which MGM China held $635 million, and we had $6.2 billion in principal amount of indebtedness, including $2.8 billion related to MGM China. No amounts were drawn on our revolving credit facility and, as of September 30, 2025, there was $771 million outstanding under MGM China’s revolving credit facility.

Current wording

As of March 31, 2026, we had cash and cash equivalents of $2.3 billion, of which MGM China held $918 million, and we had $6.4 billion in principal amount of indebtedness, including $2.7 billion related to MGM China. No amounts were drawn on our revolving credit facility and, as of March 31, 2026, there was $663 million outstanding under MGM China’s revolving credit facility.

Previous wording

Our expected cash interest payments over the next twelve months, based on principal amounts of debt outstanding, contractual maturity dates, and interest rates, each as of September 30, 2025, are approximately $190 million to $210 million, excluding MGM China, and approximately $370 million to $390 million on a consolidated basis, which includes MGM China.

Current wording

Our expected cash interest payments over the next twelve months, based on principal amounts of debt outstanding, contractual maturity dates, and interest rates, each as of March 31, 2026, are approximately $190 million to $210 million, excluding MGM China, and approximately $325 million to $345 million on a consolidated basis, which includes MGM China.

Previous wording

We are also required, as of September 30, 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. Refer to Note 1 for discussion of the pending MGM Northfield Park transaction.

Current wording

We are also required, as of March 31, 2026, to make annual contractual 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. Refer to Note 4 for discussion of the MGM Northfield Park transaction, which, in connection with the closing of the transaction in April 2026, the master lease between us and VICI was amended to remove MGM Northfield Park and to reflect a $53 million reduction in annual cash rent.

Previous wording

We have planned capital expen ditures expected over the remainder of 2025 of approximately $285 million to $335 million on a consolidated basis, of which $50 million to $70 million relates to MGM China and is inclusive of theestimated amount of the gaming concession investment that relates to capital projects.

Current wording

We have planned capital expen ditures expected over the remainder of 2026 of approximately $780 million to $880 million on a consolidated basis, of which $130 million to $180 million relates to MGM China and is inclusive of theestimated amount of the gaming concession investment that relates to capital projects.

Previous wording

Additionally, we have cash commitments to fund MGM Osaka relating to the development of an integrated resort in Osaka, Japan of JPY428 billion, which represents our approximate 43.5% equity share (our estimated ownership percentage of MGM Osaka subsequent to subscribed minority equity interest funding). We expect to fund the estimated remaining amount of approximately JPY361 billion (approximately $2.4 billion as of September 30, 2025) over the next three 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 8 to the accompanying consolidated financial statements for further discussion regarding our commitments and guarantees.

Current wording

Additionally, we have cash commitments to fund MGM Osaka relating to the development of an integrated resort in Osaka, Japan of JPY428 billion, which represents our expected approximate 43.5% equity share (our ownership percentage of MGM Osaka decreased from 50% as of March 31, 2026 to approximately 39% subsequent to minority interest equity funding in April 2026 and is expected to fluctuate over the equity funding period, with us holding an approximate 43.5% ownership interest upon completion of such fundings). We expect to fund the estimated remaining amount of approximately JPY335.9 billion (approximately $2.1 billion as of March 31, 2026) on a quarterly basis through 2028, of which a portion we expect to fund with the proceeds from the senior secured yen credit facility. Project costs may increase due primarily to inflation, which increases may be offset by cost mitigation efforts and funded by additional financing. Refer to Note 8 to the accompanying consolidated financial statements for further discussion regarding our commitments and guarantees.

Previous wording

A complete discussion of our critical accounting policies and estimates is included in our Form 10-K for the fiscal year ended December 31, 2024. There have been no significant changes in our critical accounting policies and estimates since year end, except as discussed below.

Current wording

A complete discussion of our critical accounting policies and estimates is included in our Form 10-K for the fiscal year ended December 31, 2025. There have been no significant changes in our critical accounting policies and estimates since year end.

Previous wording

As of September 30, 2025, variable rate borrowings represented approximately 12% of our total borrowings. The following table provides additional information about our gross long-term debt subject to changes in interest rates:

Current wording

As of March 31, 2026, variable rate borrowings represented approximately 16% of our total borrowings. The following table provides additional information about our gross long-term debt subject to changes in interest rates:

Previous wording

This Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “will,” “may” and similar references to future periods. Examples of forward-looking statements include, but are not limited to: statements we make regarding expectations regarding the impact of macroeconomic trends on our business; our ability to execute on ongoing and future strategic initiatives, including the development of an integrated resort in Japan, expectations regarding the potential opportunity for gaming expansion in Dubai, investments we make in online sports betting and iGaming, the expansion of LeoVegas and the MGM digital brand, and the closing of the sale of the operations of MGM Northfield Park; positioning BetMGM North America Venture as a leader in sports betting and iGaming; amounts we will spend on capital expenditures and investments; our expectations with respect to future share repurchases and cash dividends on our common stock; dividends and distributions we will receive from MGM China and BetMGM North America Venture; amounts projected to be realized as deferred tax assets; expected tax refunds; the timing and outcome of investigations by state regulators related to the September 2023 cybersecurity issue, and the availability of cybersecurity insurance proceeds in connection with a cybersecurity incident 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.

Current wording

This Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “will,” “may” and similar references to future periods. Examples of forward-looking statements include, but are not limited to: statements we make regarding expectations regarding the impact of macroeconomic trends on our business; our ability to execute on ongoing and future strategic initiatives, including the development of an integrated resort in Japan, expectations regarding the potential opportunity for gaming expansion in Dubai, investments we make in online sports betting and iGaming, and the expansion of LeoVegas and the MGM digital brand; positioning BetMGM North America Venture as a leader in sports betting and iGaming; amounts we will spend on capital expenditures and investments; our expectations with respect to future share repurchases and cash dividends on our common stock; dividends and distributions we will receive from MGM China and BetMGM North America Venture; amounts projected to be realized as deferred tax assets; expected tax refunds; the timing and outcome of investigations by state regulators related to the September 2023 cybersecurity issue, and the availability of cybersecurity insurance proceeds in connection with a cybersecurity incident 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.

Previous wording

•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;

Current wording

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

Previous wording

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

Current wording

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

Previous wording

•the fact that we are required to pay a significant portion of our cash flows as rent, which could adversely affect our ability to fund our operations and growth, service our indebtedness and limit our ability to react to competitive and economic changes;

Current wording

•the fact that we are required to pay a significant portion of our cash flows as rent, which could adversely affect our ability to fund our operations and growth initiatives, service our indebtedness and limit our ability to react to competitive and economic changes;

Previous wording

•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;

Current wording

•the susceptibility of leisure and business travel, especially travel by air, to global geopolitical events, such as terrorist attacks, other acts of violence or acts of war or hostility or outbreaks of infectious diseases;

Previous wording

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

Current wording

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

Previous wording

•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;

Current wording

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

Previous wording

•the fact that our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such regulations could adversely affect our business;

Current wording

•the fact that our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such regulations may adversely affect our business;