Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, 2022, which were included in our Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 24, 2023. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. MGM Resorts International together with its subsidiaries may be referred to as “we,” “us” or “our.” MGM China Holdings Limited together with its subsidiaries is referred to as “MGM China.” MGM Growth Properties LLC together with its subsidiaries is referred to as “MGP.”

Overview of strategic business developments

In February 2023, we completed the sale of the operations of Gold Strike Tunica to CNE for cash consideration of $450 million, or $474 million, net of purchase price adjustments and transaction costs. At closing, the master lease with VICI was amended to remove Gold Strike Tunica and reflect a $40 million reduction in annual cash rent. Refer to Note 3 in the accompanying consolidated financial statements for further discussion of this transaction.

In April 2023, the Japanese government officially certified the Area Development Plan (“ADP”) previously submitted by the city/prefecture of Osaka, Japan and our 50% owned venture.

In April 2023, LeoVegas entered into an agreement to acquire the majority ownership of digital gaming developer, Push Gaming Holding Limited. The transaction is subject to regulatory and customary approvals and is expected to close in the third quarter of 2023.

Impact of COVID-19 - Update

On January 8, 2023, Macau lifted the majority of its COVID-19 pandemic travel and quarantine restrictions with the exception of overseas visitors travelling from outside of mainland China, Hong Kong and Taiwan being required to present a negative nucleic acid test or rapid antigen test result, and on February 6, 2023 all remaining COVID-19 travel restrictions were removed. As of June 30, 2023, all of our properties were open and not subject to any COVID-19 related operating restrictions.

Key Performance Indicators

Key performance indicators related to gaming and hotel revenue are:

Gaming revenue indicators: table games drop and slot handle (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; and
Hotel revenue indicators (for Las Vegas Strip Resorts) – hotel occupancy (a volume indicator); average daily rate (“ADR,” a price indicator); and revenue per available room (“RevPAR,” a summary measure of hotel results, combining ADR and occupancy rate). Our calculation of ADR, which is the average price of occupied rooms per day, includes the impact of complimentary rooms. Complimentary room rates are determined based on standalone selling price. Because the mix of rooms provided on a complimentary basis, particularly to casino customers, includes a disproportionate suite component, the composite ADR including complimentary rooms is slightly higher than the ADR for cash rooms, reflecting the higher retail value of suites.

Results of Operations

Summary Operating Results

The following table summarizes our consolidated operating results:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Net revenues	$	3,942,207	$	3,264,888	$	7,815,503	$	6,119,197
Operating income	371,378		2,381,451		1,102,217		2,487,239
Net income	243,544		1,622,625		723,427		1,587,832
Net income attributable to MGM Resorts International	200,796		1,783,937		667,603		1,765,921

Consolidated net revenues increased 21% for the three months ended June 30, 2023 compared to the prior year quarter due primarily to a 418% increase at MGM China as a result of the removal of travel and entry restrictions in Macau, partially offset by a decrease at our Regional Operations of 3% due primarily to the disposition of Gold Strike Tunica. Net revenues at our Las Vegas Strip Resorts were flat.

Consolidated operating income decreased 84% for the three months ended June 30, 2023 compared to the prior year quarter. The decrease was due to a $2.3 billion gain in the prior year quarter related to the VICI Transaction, an increase in rent expense recorded within general and administrative expense for the VICI and The Cosmopolitan leases, which commenced in April 2022 and May 2022, respectively, partially offset by the increase in net revenues, as discussed above, and a decrease in depreciation and amortization expense. Depreciation and amortization expense decreased $163 million compared to the prior year quarter, due primarily to the amortization in the prior year quarter related to the MGM Grand Paradise gaming subconcession, which became fully amortized as of December 31, 2022, and the deconsolidation of MGP in April 2022.

Consolidated net revenues increased 28% for the six months ended June 30, 2023 compared to the prior year period due primarily to a 230% increase at MGM China as a result of the removal of travel and entry restrictions in Macau, a 14% increase at our Las Vegas Strip Resorts as the current year period benefited from the inclusion of a full year of operating results of The Cosmopolitan, which was partially offset by the disposition of The Mirage, and a 1% increase at our Regional Operations as a result of increases in non-gaming revenues, partially offset by the disposition of Gold Strike Tunica.

Consolidated operating income decreased 56% for the six months ended June 30, 2023 compared to the prior year period. The decrease was due to a $2.3 billion gain in the prior year period related to the VICI Transaction and an increase in rent expense recorded within general and administrative expense for the VICI and The Cosmopolitan leases, partially offset by a $399 million gain in the current year period related to the sale of the operations of Gold Strike Tunica recorded in property transactions, net, the increase in net revenues, as discussed above, and a $248 million decrease in depreciation and amortization expense. Depreciation and amortization expense decreased compared to the prior year period due to the deconsolidation of MGP in April 2022 and due to the amortization in the prior year period related to the MGM Grand Paradise gaming subconcession.

Net Revenues by Segment

The following table presents a detail by segment of net revenues:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Las Vegas Strip Resorts
Casino	$	492,212	$	498,524	$	992,775	$	973,822
Rooms	706,715		696,008		1,458,406		1,181,296
Food and beverage	598,771		560,764		1,181,398		945,040
Entertainment, retail and other	348,952		381,880		690,223		699,910
	2,146,650		2,137,176		4,322,802		3,800,068
Regional Operations
Casino	679,430		734,139		1,396,407		1,437,818
Rooms	76,929		70,912		144,233		127,026
Food and beverage	111,491		106,051		223,370		197,189
Entertainment, retail and other, and reimbursed costs	58,250		48,567		107,933		88,465
	926,100		959,669		1,871,943		1,850,498
MGM China
Casino	669,658		120,948		1,224,930		352,151
Rooms	31,679		7,812		61,172		23,483
Food and beverage	32,973		10,940		60,598		28,381
Entertainment, retail and other	6,645		3,312		11,847		7,372
	740,955		143,012		1,358,547		411,387
Reportable segment net revenues	3,813,705		3,239,857		7,553,292		6,061,953
Corporate and other	128,502		25,031		262,211		57,244
	$	3,942,207	$	3,264,888	$	7,815,503	$	6,119,197

Las Vegas Strip Resorts

Las Vegas Strip Resorts casino revenue decreased 1% for the three months ended June 30, 2023 compared to the prior year quarter due primarily to an increase in non-gaming incentives and increased 2% for the six months ended June 30, 2023 compared to the prior year period due primarily to an increase in table games drop and slot handle. Both the three and six months ended June 30, 2023 benefited from a full period of operating results of The Cosmopolitan, partially offset by the disposition of The Mirage.

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
	(Dollars in millions)
Table games drop	$	1,498		$	1,429		$	3,022		$	2,631
Table games win	$	345		$	330		$	691		$	626
Table games win %	23.1		%	23.1		%	22.9		%	23.8		%
Slot handle	$	5,947		$	5,344		$	11,706		$	9,951
Slot win	$	551		$	498		$	1,094		$	925
Slot win %	9.3		%	9.3		%	9.4		%	9.3		%

Las Vegas Strip Resorts rooms revenue increased 2% for the three months ended June 30, 2023 compared to the prior year quarter and increased 23% for the six months ended June 30, 2023 compared to the prior year period due to an increase in RevPAR. The six months ended June 30, 2023 also benefited from a full period of operating results of The Cosmopolitan, partially offset by the disposition of The Mirage.

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Occupancy	96		%	92		%	94		%	85		%
Average daily rate (ADR)	$	234		$	225		$	246		$	213
Revenue per available room (RevPAR)	$	224		$	208		$	231		$	182

Las Vegas Strip Resorts food and beverage revenue increased 7% for the three months ended June 30, 2023 compared to the prior year quarter due primarily to a full quarter of operating results of The Cosmopolitan and an increase in catering and banquet revenue, partially offset by the disposition of The Mirage.

Las Vegas Strip Resorts entertainment, retail and other revenues decreased 9% for the three months ended June 30, 2023 compared to the prior year quarter due primarily to the disposition of The Mirage, partially offset by a full quarter of operating results of The Cosmopolitan.

Las Vegas Strip Resorts food and beverage revenue increased 25% for the six months ended June 30, 2023 compared to the prior year period due primarily to a full quarter of operating results of The Cosmopolitan and an increase in covers and catering and banquet revenue, partially offset by the disposition of The Mirage.

Las Vegas Strip Resorts entertainment, retail and other revenues decreased 1% for the six months ended June 30, 2023 compared to the prior year period due primarily to the disposition of The Mirage, partially offset by a full quarter of operating results of The Cosmopolitan and an increase in revenue from theater shows.

Regional Operations

Regional Operations casino revenue decreased 7% for the three months ended June 30, 2023 compared to the prior year quarter due primarily to the disposition of Gold Strike Tunica.

Regional Operations casino revenue decreased 3% for the six months ended June 30, 2023 compared to the prior year period due to the disposition of Gold Strike Tunica, partially offset by an increase in slot handle.

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
	(Dollars in millions)
Table games drop	$	935		$	1,090		$	1,947		$	2,111
Table games win	$	205		$	228		$	419		$	444
Table games win %	22.0		%	20.9		%	21.5		%	21.0		%
Slot handle	$	6,771		$	7,102		$	13,770		$	13,764
Slot win	$	649		$	675		$	1,318		$	1,313
Slot win %	9.6		%	9.5		%	9.6		%	9.5		%

Regional Operations rooms revenue increased 8% for the three months ended June 30, 2023 compared to the prior year quarter and increased 14% for the six months ended June 30, 2023 compared to the prior year period due to an increase in RevPAR, partially offset by the disposition of Gold Strike Tunica.

Regional Operations food and beverage revenue increased 5% for the three months ended June 30, 2023 compared to the prior year quarter and increased 13% for the six months ended June 30, 2023 compared to the prior year period.

Regional Operations entertainment, retail and other revenue increased 20% for the three months ended June 30, 2023 compared to the prior year quarter and increased 22% for the six months ended June 30, 2023 compared to the prior year period. The changes were driven by an increase in covers as non-gaming amenities had not yet returned to pre-COVID-19 volumes in the comparative prior year periods, partially offset by the disposition of Gold Strike Tunica.

MGM China

The following table shows key gaming statistics for MGM China:


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
	(Dollars in millions)
Main floor table games drop	$	2,872		$	425		$	5,050		$	1,522
Main floor table games win	$	626		$	105		$	1,149		$	345
Main floor table games win %	21.8		%	24.8		%	22.8		%	22.6		%

MGM China casino revenues increased 454% for the three months ended June 30, 2023 compared to the prior year quarter and increased 248% for the six months ended June 30, 2023 compared to the prior year period due to the removal of COVID-19 related travel and entry restrictions in Macau.

Corporate and other

Corporate and other revenue primarily includes revenues from LeoVegas, other corporate operations, and management services. The increase in the three and six months ended June 30, 2023 compared to the comparative prior year periods is primarily due to the acquisition of LeoVegas in September 2022.

Adjusted Property EBITDAR and Adjusted EBITDAR

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 12 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.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Las Vegas Strip Resorts	$	776,529	$	825,267	$	1,612,338	$	1,418,901
Regional Operations	293,767		339,850		606,942		653,129
MGM China	209,389		(52,091)		378,337		(77,747)
Corporate and other	(137,578)		(193,292)		(349,247)		(404,145)
Adjusted EBITDAR	$	1,142,107			$	2,248,370

Las Vegas Strip Resorts

Las Vegas Strip Resorts Adjusted Property EBITDAR decreased 6% for the three months ended June 30, 2023 compared to the prior year quarter. Las Vegas Strip Resorts Adjusted Property EBITDAR margin decreased to 36.2% for the three months ended June 30, 2023 compared to 38.6% in the prior year quarter due primarily to an increase in payroll related expenses compared to the prior year quarter.

Las Vegas Strip Resorts Adjusted Property EBITDAR increased 14% for the six months ended June 30, 2023 compared to the prior year period. Las Vegas Strip Resorts Adjusted Property EBITDAR margin was 37.3% for the six months ended June 30, 2023, flat compared to the prior year period as the increase in rooms revenues discussed above was offset primarily by an increase in payroll related expenses.

Regional Operations

Regional Operations Adjusted Property EBITDAR decreased 14% for the three months ended June 30, 2023 compared to the prior year quarter. Regional Operations Adjusted Property EBITDAR margin decreased to 31.7% for the three months ended June 30, 2023 compared to 35.4% in the prior year quarter due primarily to the decrease in casino revenues and an increase in payroll related expenses.

Regional Operations Adjusted Property EBITDAR decreased 7% for the six months ended June 30, 2023, compared to the prior year period. Regional Operations Adjusted Property EBITDAR margin decreased to 32.4% for the six months ended June 30, 2023 compared to 35.3% in the prior year period. The margin decreases were due primarily to the decrease in casino revenues and an increase in payroll related expenses.

MGM China

MGM China Adjusted Property EBITDAR was $209 million for the three months ended June 30, 2023 compared to Adjusted Property EBITDAR loss of $52 million the prior year quarter due primarily to the increase in revenues, discussed above.

MGM China Adjusted Property EBITDAR was $378 million for the six months ended June 30, 2023 compared to Adjusted Property EBITDAR loss of $78 million in the prior year period. The increase was due primarily to the increase in revenues, discussed above, and the prior year period included an $18 million charge related to litigation reserves.

Supplemental Information - Same-store Results of Operations

The following table presents the financial results of Las Vegas Strip Resorts and Regional Operations on a same-store basis for the three and six months ended June 30, 2023 and 2022. Same-Store Adjusted Property EBITDAR is a non-GAAP measure, discussed within “Non-GAAP measures” below.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Las Vegas Strip Resorts net revenues	$	2,146,650	$	2,137,176	$	4,322,802	$	3,800,068
Acquisitions (1)	(300,998)		(150,761)		(609,166)		(150,761)
Dispositions (2)	—		(148,754)		—		(276,551)
Las Vegas Strip Resorts same-store net revenues	$	1,845,652	$	1,837,661	$	3,713,636	$	3,372,756

Las Vegas Strip Resorts Adjusted Property EBITDAR	$	776,529	$	825,267	$	1,612,338	$	1,418,901
Acquisitions (1)	(114,949)		(59,097)		(244,803)		(59,097)
Dispositions (2)	—		(43,378)		—		(76,270)
Las Vegas Strip Resorts Same-Store Adjusted Property EBITDAR	$	661,580	$	722,792	$	1,367,535	$	1,283,534

(1)Excludes the net revenues and Adjusted Property EBITDAR of The Cosmopolitan.

(2)Excludes the net revenues and Adjusted Property EBITDAR of The Mirage.


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Regional Operations net revenues	$	926,100	$	959,669	$	1,871,943	$	1,850,498
Dispositions (1)	—		(55,691)		(26,967)		(113,764)
Regional Operations same-store net revenues	$	926,100	$	903,978	$	1,844,976	$	1,736,734

Regional Operations Adjusted Property EBITDAR	$	293,767	$	339,850	$	606,942	$	653,129
Dispositions (1)	—		(24,425)		(11,073)		(53,036)
Regional Operations Same-Store Adjusted Property EBITDAR	$	293,767	$	315,425	$	595,869	$	600,093

(1)Excludes the net revenues and Adjusted Property EBITDAR of Gold Strike Tunica.

Income (loss) from Unconsolidated Affiliates

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
MGP BREIT Venture (through April 29, 2022)	$	—	$	12,116	$	—	$	51,051
BetMGM	(22,499)		(71,229)		(104,372)		(163,223)
Other	6,310		3,530		13,184		9,751
	$	(16,189)	$	(55,583)	$	(91,188)	$	(102,421)

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

Non-operating Results

Interest Expense

Gross interest expense was $113 million and $137 million for the three months ended June 30, 2023 and 2022, respectively, and $243 million and $333 million for the six months ended June 30, 2023 and 2022, respectively. The decrease from the prior year periods is due primarily to a decrease in debt outstanding as a result of the repayment of the $1.0 billion 7.75% senior notes in March 2022, the derecognition of MGP OP’s senior notes in connection with the deconsolidation of MGP in April 2022, and the repayment of the $1.25 billion 6% senior notes in March 2023, and the decrease in the debt outstanding under MGM China’s first revolving credit facility. See Note 6 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

Other, net was income of $24 million and expense of $43 million for the three months ended June 30, 2023 and 2022, respectively. The change from the prior year quarter is primarily due to an increase in interest and dividend income of $28 million and a change in the gain/loss on the fair value of equity instruments of $29 million. Other, net was income of $70 million and expense of $9 million for the six months ended June 30, 2023 and 2022, respectively. The change from the prior year period is primarily due to an increase in interest and dividend income of $80 million.

Income Taxes

Our effective income tax rate was 13.8% and 22.1% for the three and six months ended June 30, 2023, respectively, compared to 26.1% and 25.3% for the three and six months ended June 30, 2022, respectively. The effective rate for the

three and six months ended June 30, 2023 was favorably impacted by an increase in Macau income that was offset by expiring net operating losses from prior years subject to valuation allowances. The effective rate for the three and six months ended June 30, 2022 was driven primarily by tax expense recorded on the VICI Transaction and was unfavorably impacted by an increase in the valuation allowance for Macau deferred tax assets and by losses in Macau from which we could not benefit, partially offset by the favorable impact of a decrease in state deferred tax liabilities as a result of the VICI Transaction.

Reportable segment GAAP measure

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

Non-GAAP measures

“Same-Store Adjusted Property EBITDAR” is Adjusted Property EBITDAR further adjusted to exclude the Adjusted Property EBITDAR of acquired operating segments from the date of acquisition through the end of the reporting period and to exclude the Adjusted Property EBITDAR of disposed operating segments from the beginning of the reporting period through the date of disposition. Accordingly, for Las Vegas Strip Resorts, we have excluded the Adjusted Property EBITDAR of The Cosmopolitan for periods subsequent to its acquisition on May 17, 2022 and of The Mirage for the periods prior to its disposition on December 19, 2022, as applicable. For Regional Operations, we have excluded the Adjusted Property EBITDAR of Gold Strike Tunica for the periods prior to its disposition on February 15, 2023, as applicable.

Same-Store Adjusted Property EBITDAR is a non-GAAP measure and is presented solely as a supplemental disclosure to reported GAAP measures because management believes this measure is useful in providing meaningful period-to-period comparisons of the results of our operations for operating segments that were consolidated for the full period presented to assist users of the financial statements in reviewing operating performance over time. Same-Store Adjusted Property EBITDAR should not be viewed as a measure of overall operating performance, considered in isolation, or as an alternative to our reportable segment GAAP measure or net income, or as an alternative to any other measure determined in accordance with generally accepted accounting principles, because this measure is not presented on a GAAP basis, and is provided for the limited purposes discussed herein. In addition, Same-Store Adjusted Property EBITDAR may not be defined in the same manner by all companies and, as a result, may not be comparable to similarly titled non-GAAP financial measures of other companies, and such differences may be material. A reconciliation of our reportable segment Adjusted Property EBITDAR GAAP measure to Same-Store Adjusted Property EBITDAR is included herein.

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

Adjusted EBITDAR 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. For example, preopening and start-up expenses will be significantly different in periods when we are developing and constructing a major expansion project and will depend on where the current period lies within the development cycle, as well as the size and scope of the project(s). Property transactions, net includes normal recurring disposals, gains and losses on sales of assets related to specific assets within our resorts, but also includes gains or losses on sales of an entire operating resort or a group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which may not be comparable period over period. In addition, management excludes rent expense related to triple-net operating leases and ground leases. Management believes excluding rent expense related to triple-net operating leases and ground leases provides useful information to analysts, lenders, financial institutions, and investors when valuing the Company, as well as comparing the Company’s results to other gaming companies, without regard to differences in

capital structure and leasing arrangements since the operations of other gaming companies may or may not include triple-net operating leases or ground leases. However, as discussed herein, Adjusted EBITDAR should not be viewed as a measure of overall operating performance, an indicator of our performance, considered in isolation, or construed as an alternative to operating income or net income, or as an alternative to cash flows from operating activities, as a measure of liquidity, or as an alternative to any other measure determined in accordance with generally accepted accounting principles because this measure is not presented on a GAAP basis and excludes certain expenses, including the rent expense related to triple-net operating leases and ground leases, and is provided for the limited purposes discussed herein. 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:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Net income attributable to MGM Resorts International	$	200,796	$	1,783,937	$	667,603	$	1,765,921
Plus: Net income (loss) attributable to noncontrolling interests	42,748		(161,312)		55,824		(178,089)
Net income	243,544		1,622,625		723,427		1,587,832
Provision for income taxes	39,141		572,839		204,920		536,498
Income before income taxes	282,685		2,195,464		928,347		2,124,330
Non-operating (income) expense:
Interest expense, net of amounts capitalized	111,945		136,559		242,245		332,650
Non-operating items from unconsolidated affiliates	441		6,120		1,625		21,253
Other, net	(23,693)		43,308		(70,000)		9,006
	88,693		185,987		173,870		362,909
Operating income	371,378		2,381,451		1,102,217		2,487,239
Preopening and start-up expenses	149		542		288		976
Property transactions, net	5,614		(19,395)		(390,462)		35,343
Depreciation and amortization	203,503		366,255		407,004		654,893
Gain on REIT transactions, net	—		(2,277,747)		—		(2,277,747)
Triple-net operating lease and ground lease rent expense	564,158		483,454		1,134,713		745,906
Income from unconsolidated affiliates related to real estate ventures	(2,695)		(14,826)		(5,390)		(56,472)
Adjusted EBITDAR	$	1,142,107			$	2,248,370

Guarantor Financial Information

As of June 30, 2023, all of our principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facility. Our principal debt arrangements are not guaranteed by MGM Grand Detroit, MGM National Harbor, Blue Tarp reDevelopment, LLC (the entity that owns the operations of MGM Springfield), MGM Sports & Interactive Gaming, LLC (the entity that owns our 50% interest in BetMGM), and each of their respective subsidiaries. Our foreign subsidiaries, including LeoVegas, MGM China, and each of their respective 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. 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.

The guarantees provided by the subsidiary guarantors rank senior in right of payment to any future subordinated debt of ours or such subsidiary guarantors, junior to any secured indebtedness to the extent of the value of the assets securing such debt and effectively subordinated to any indebtedness and other obligations of our subsidiaries that do not guarantee the senior notes. In addition, the obligations of each subsidiary guarantor under its guarantee is limited so as not to constitute a fraudulent conveyance under applicable law, which may eliminate the subsidiary guarantor’s obligations or reduce such obligations to an amount that effectively makes the subsidiary guarantee lack value.

The summarized financial information of us and our guarantor subsidiaries, on a combined basis, is presented below. Assets held for sale and liabilities related to assets held for sale associated with Gold Strike Tunica are included within current assets and other current liabilities, respectively, within the summarized financial information as of December 31, 2022.


	June 30, 2023		December 31, 2022
Balance Sheet	(In thousands)
Current assets	$	4,561,993	$	6,733,048
Intercompany debts due from non-guarantor subsidiaries	144,016		—
Other long-term assets	28,469,704		28,802,794
Other current liabilities	1,966,713		3,892,694
Other long-term liabilities	28,346,816		28,285,295


	Six Months Ended June 30, 2023
Income Statement	(In thousands)
Net revenues	$	5,317,457
Operating income	898,510
Income before income taxes	897,399
Net income	691,194
Net income attributable to MGM Resorts International	691,194

Liquidity and Capital Resources

Cash Flows

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 $1.3 billion in the six months ended June 30, 2023 compared to $933 million in the prior year period. The change from the prior year period was due primarily to the increase in Adjusted Property EBITDAR at our Las Vegas Strip Resorts and MGM China discussed within the Results of Operations section above, a decrease in working capital primarily related to collection of receivables, and a decrease in cash paid for interest, partially offset by an increase in triple-net lease rent payments and the change in cash paid (refunded) for taxes, net.

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

Cash used in investing activities was $59 million in the six months ended June 30, 2023 compared to cash provided by investing activities of $2.2 billion in the prior year period. In the six months ended June 30, 2023, we received $447 million in net cash related to the sale of the operations of Gold Strike Tunica, received $153 million in cash related to the principal portion of the Circus Circus Las Vegas note receivable that was repaid, made payments of $393 million in capital expenditures, as further discussed below, contributed $50 million to BetMGM, and made $216 million in net investments in debt securities. In comparison, in the prior year period we received $4.4 billion in net cash proceeds related to the VICI

Transaction, which were partially offset by net cash paid of $1.6 billion to acquire The Cosmopolitan, payments of $237 million in capital expenditures, as further discussed below, and contributed $150 million to BetMGM.

Capital Expenditures

We made capital expenditures of $393 million in the six months ended June 30, 2023, of which $20 million related to MGM China and is inclusive of capital expenditures relating to the gaming concession investment. Capital expenditures at our Las Vegas Strip Resorts, Regional Operations, and corporate and other entities of $373 million primarily related to expenditures in information technology, room remodels, and convention center remodels.

We made capital expenditures of $237 million in the six months ended June 30, 2022, of which $16 million related to MGM China. Capital expenditures at our Las Vegas Strip Resorts, Regional Operations and corporate entities of $221 million primarily related to expenditures in information technology and room remodels.

Financing activities. Cash used in financing activities was $3.3 billion in the six months ended June 30, 2023 compared to $2.5 billion in the prior year period. In the six months ended June 30, 2023, we had net repayments of debt of $2.0 billion, as further discussed below, distributed $162 million to noncontrolling interest owners, and repurchased $1.1 billion of our common stock. In comparison, in the prior year period, we had net repayments of debt of $162 million, as further discussed below, distributed $206 million to noncontrolling interest owners, and repurchased $2.1 billion of our common stock.

Borrowings and Repayments of Long-term Debt

During the six months ended June 30, 2023, we had net repayments of debt of $2.0 billion, which consisted of the repayment of $1.25 billion of aggregate principal amount of our 6% senior notes due 2023 upon maturity and aggregate net repayments of $758 million on MGM China’s revolving credit facilities.

During the six months ended June 30, 2022, we had net repayments of debt of $162 million, which consisted of the repayment of $1.0 billion of aggregate principal amount of our 7.75% senior notes due 2022, net draws of $40 million on MGP OP’s revolving credit facility, and net borrowings of $798 million on MGM China’s first revolving credit facility to fund an increase in share capital of MGM Grand Paradise pursuant to the capital requirements under the new Macau gaming law and for general corporate purposes.

Dividends, Distributions to Noncontrolling Interest Owners, and Share Repurchases

During the six months ended June 30, 2023, we paid $1.1 billion relating to repurchases of our common stock pursuant to our stock repurchase plans. See Note 11 for further information on the stock repurchases. In connection with those repurchases, the March 2022 $2.0 billion stock repurchase plan was completed. In February 2023, we announced that the Board of Directors authorized a $2.0 billion stock repurchase plan. The remaining availability under the February 2023 $2.0 billion stock repurchase plan was $1.4 billion as of June 30, 2023.

During the six months ended June 30, 2022, we repurchased and retired $2.1 billion of our common stock pursuant to our stock repurchase plans.

During the six months ended June 30, 2022, we paid dividends of $0.0025 per share in March and June 2022, totaling $2 million and MGP OP paid $283 million of distributions to its partnership unit holders, of which we received $117 million and MGP received $166 million, which MGP concurrently paid as a dividend to its Class A shareholders.

Other Factors Affecting Liquidity and Anticipated Uses of Cash

We require a certain amount of cash on hand to operate our businesses. In addition to required cash on hand for operations, we utilize corporate cash management procedures to minimize the amount of cash held on hand or in banks. Funds are swept from the accounts at most of our domestic resorts daily into central bank accounts, and excess funds are invested overnight or are used to repay amounts drawn under our revolving credit facility. In addition, from time to time we may use excess funds to repurchase our outstanding debt and equity securities subject to limitations in our revolving credit facility and Delaware law, as applicable. We have significant outstanding debt, interest payments, rent payments, and contractual obligations in addition to planned capital expenditures and commitments.

On February 8, 2023, we announced that the Board of Directors has determined to suspend the ongoing dividends in light of our current preferred method of returning value to shareholders through our share repurchase plan. To the extent we determine to reinstate the dividend in the future, determinations regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our results of operations, financial condition, and other factors that our Board of Directors may deem relevant.

As of June 30, 2023, we had cash and cash equivalents of $3.8 billion, of which MGM China held $448 million, and we had $6.7 billion in principal amount of indebtedness, including $708 million outstanding under MGM China’s first revolving credit facility. No amounts were drawn on our revolving credit facility or MGM China’s second revolving credit facility. In June 2023, MGM China amended each of its first revolving credit facility and its second revolving credit facility, which extended the maturity date of each facility to May 2026, increased the amount to which MGM China may upsize its second revolving credit facility, removed the requirement for the MGM China first revolving credit facility to be fully drawn prior to utilizing the MGM China second revolving credit facility, and extended the financial covenant waivers through December 31, 2024.

As of June 30, 2023, our expected cash interest payments over the next twelve months are approximately $180 million to $190 million, excluding MGM China, and approximately $395 million to $405 million on a consolidated basis, which includes MGM China.

We are required, as of June 30, 2023, to make annual cash rent payments of $1.7 billion over the next twelve months under triple-net lease agreements, which triple-net leases are also subject to annual escalators and also require us to pay substantially all costs associated with the lease, including real estate taxes, ground lease payments, insurance, utilities and routine maintenance, in addition to the annual cash rent. See Note 8 for discussion of our leases and lease obligations.

We have planned capital expenditures expected over the remainder of 2023 of approximately $450 million to $460 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 $50 million to $80 million at MGM China, which is inclusive of the estimated amount of the gaming concession investment for 2023 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. Additionally, we expect to have cash commitments of $80 million to $100 million over the remainder of 2023 relating to our Japan venture’s planned integrated resort in Osaka for which the amount and timing is subject to change and will be dependent upon funding of the venture from noncontrolling interests and the timing and amount of financing received by the venture.

We also expect to continue to repurchase shares pursuant to our share repurchase plans. Subsequent to the quarter ended June 30, 2023, we repurchased approximately 2 million shares of our common stock for an aggregate amount of $88 million, excluding excise tax. Repurchased shares were retired.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Form 10-K for the fiscal year ended December 31, 2022. There have been no significant changes in our critical accounting policies and estimates since year end.

Market Risk

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

Interest rate risk. We are subject to interest rate risk associated with our variable rate long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed rate borrowings and short-term borrowings under our bank credit facilities. A change in interest rates generally does not have an impact upon our future earnings and cash flow for fixed-rate debt instruments. As fixed-rate debt matures, however, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by changes in interest rates. This effect would be realized in the periods subsequent to the periods when the debt matures.

As of June 30, 2023, variable rate borrowings represented approximately 11% 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 June 30, 2023
	2023			2024			2025			2026			2027			Thereafter			Total
	(In millions)
Fixed-rate	$	—		$	750		$	1,925		$	1,150		$	1,425		$	751		$	6,001		$	5,726
Average interest rate	N/A			5.4		%	6.0		%	5.4		%	5.1		%	4.8		%	5.4		%
Variable rate	$	35		$	—		$	—		$	708		$	—		$	—		$	743		$	743
Average interest rate	9.2		%	N/A			N/A			7.8		%	N/A			N/A			7.9		%

Foreign currency risk. Our worldwide operations are conducted in multiple foreign currencies, which primarily are the Hong Kong dollar and Macau pataca, but we report our financial results in U.S. dollars. We manage the foreign currency risk through normal operating activities and, when deemed appropriate, through the use of derivative instruments. We do not enter into derivative instruments for trading or speculative purposes.

MGM China holds U.S. dollar denominated debt, which may cause foreign currency transaction losses. The Macau pataca is pegged to the Hong Kong dollar and the Hong Kong dollar is pegged to the U.S. dollar, however, the current peg rates may not remain at the same level and possible changes to the peg rates may result in severe fluctuations in the exchange rate thereof. While recent fluctuations in exchange rates have not been significant, potential changes in policy by governments or fluctuations in the economies of the United States, China, Macau or Hong Kong could cause variability in these exchange rates. As of June 30, 2023, a 1% adverse change in the exchange rate would result in a foreign currency transaction loss of $28 million.

We hold forward foreign exchange contracts to hedge certain portions of forecasted cash flows denominated in foreign currencies. As of June 30, 2023, the notional amount of the forward contracts was $316 million with a fair value of ($14 million) and a 10% adverse change in the exchange rate would result in a foreign currency transaction loss of approximately $32 million.

Equity price risk. We have investments in equity securities of publicly traded companies that are subject to equity price volatility. As of June 30, 2023, a 10% adverse change in the quoted market prices would result in an impact to earnings of $47 million.

Cautionary Statement Concerning Forward-Looking Statements

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 the impact of COVID-19 on our business, expectations regarding the impact of macroeconomic trends on our business, our ability to execute on ongoing and future strategic initiatives, including the development of an integrated resort in Japan, a commercial gaming facility in New York and investments we make in online sports betting and iGaming, the expansion of LeoVegas and the MGM digital brand, positioning BetMGM as a leader in sports betting and iGaming, the closing of the Push Gaming Holding Limited acquisition, 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, amounts projected to be realized as deferred tax assets, and our ability to achieve our public social impact and sustainability goals. The foregoing is not a complete list of all forward-looking statements we make.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, regional, national or global political, economic, business, competitive, market, and regulatory conditions and the following:

our substantial indebtedness and significant financial commitments, including the fixed component of our rent payments under our triple-net leases and guarantees we provide of the indebtedness of the landlords of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could adversely affect our development options and financial results and impact our ability to satisfy our obligations;
current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments, including the fixed components of our rent payments, and to make planned expenditures;
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;
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;
significant competition we face with respect to destination travel locations generally and with respect to our peers in the industries in which we compete;
the impact on our business of economic and market conditions in the jurisdictions in which we operate and in the locations in which our customers reside;
the fact that we suspended our payment of ongoing regular dividends to our stockholders, and may not elect to resume paying dividends in the foreseeable future or at all;
all of our domestic gaming facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with the lessor, which could have a material adverse effect on our business, financial position or results of operations;
financial, operational, regulatory or other potential challenges that may arise with respect to landlords under our master leases may adversely impair our operations;
the concentration of a significant number of our major gaming resorts on the Las Vegas Strip;
the fact that we extend credit to a large portion of our customers and we may not be able to collect such gaming receivables;
the potential 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 our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future;
the fact that a failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our business;
the fact that a significant portion of our labor force is covered by collective bargaining agreements;
the sensitivity of our business to energy prices and a rise in energy prices could harm our operating results;
the potential 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 potential that failure to maintain the integrity of our computer 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;
the potential reputational harm as a result of increased scrutiny related to our corporate social responsibility efforts;
the possibility that we may not achieve our ESG related goals or that our ESG initiatives may not result in their intended or anticipated benefits;
extreme weather conditions or climate change may cause property damage or interrupt business;
water scarcity could negatively impact our operations;
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;
the risks associated with doing business outside of the United States and the impact of any potential violations of the Foreign Corrupt Practices Act or other similar anti-corruption laws;
increases in gaming taxes and fees in the jurisdictions in which we operate;
our ability to recognize our foreign tax credit deferred tax asset and the variability of the valuation allowance we may apply against such deferred tax asset;
changes to fiscal and tax policies;
risks related to pending claims that have been, or future claims that may be brought against us;
disruptions in the availability of our computer systems, through cyber-attacks or otherwise, which could impact our ability to service our customers and adversely affect our sales and the results of operations;
restrictions on our ability to have any interest or involvement in gaming businesses in mainland China, Macau, Hong Kong and Taiwan, other than through MGM China;
the ability of the Macau government to (i) terminate MGM Grand Paradise’s concession under certain circumstances without compensating MGM Grand Paradise, (ii) from the eighth year of MGM Grand Paradise’s concession, redeem the concession by providing MGM Grand Paradise at least one year’s prior notice and subject to the payment of reasonable and fair damages or indemnity to MGM Grand Paradise, or (iii) refuse to grant MGM Grand Paradise an extension of the concession in 2032; and
the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM China.

Any forward-looking statement made by us in this Form 10-Q speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. If we update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

You should also be aware that while we from time to time communicate with securities analysts, we do not disclose to them any material non-public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.

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