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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, 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.”

Updates to Strategic Business Developments

In the third quarter of 2025, the competitive and economic assumptions underpinning our return expectations on our investment in a commercial gaming facility changed, which led us to determine we would withdraw our application for a commercial gaming license for Empire City. As such, in the third quarter of 2025, we recorded an impairment of the full amount of the Empire City reporting unit’s goodwill of $256 million and charges for write-downs and impairments within “Property transactions, net” of $93 million, of which charges primarily consist of the impairment of $52 million relating to Empire City’s existing gaming license. We will instead continue to operate Empire City in its current format.

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.

Key Performance Indicators

Key performance indicators related to gaming and hotel revenue are:

  • Gaming revenue indicators: table games drop, which is the total amount of cash and net markers issued and deposited into the drop box, and slot handle, which is the gross amount wagered in slot machines, (volume indicators); “win” or “hold” percentage, which is not fully controllable by us. “Win” or “hold” percentages represent the net amount of gaming wins and losses in relation to table games drop or slot handle; 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 September 30,Nine Months Ended September 30,
2025202420252024
(In thousands)
Net revenues$4,250,464$4,183,138$12,932,416$12,893,983
Operating income (loss)(112,852)314,857676,7701,198,891
Net income (loss)(206,729)244,164138,096826,692
Net income (loss) attributable to MGM Resorts International(285,255)184,578(87,750)589,126

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.

Consolidated operating loss was $113 million for the three months ended September 30, 2025 compared to operating income of $315 million in the prior year quarter. The decrease was due primarily to $256 million of goodwill impairment related to Empire City, $93 million of write-offs and impairments related to Empire City recorded within property transactions, net, and an increase in gaming taxes incurred primarily at MGM China, partially offset by an increase in net revenues discussed above.

Consolidated net revenues for the nine months ended September 30, 2025 were flat compared to the prior year period due primarily to MGM China increasing 7%, MGM Digital increasing 13%, and Regional Operations increasing 1%, offset by Las Vegas Strip Resorts decreasing 5%, each as compared to the period year period.

Consolidated operating income decreased 44% for the nine months ended September 30, 2025 compared to the prior year period. The decrease was due primarily to $256 million of goodwill impairment related to Empire City, $93 million of write-offs and impairments related to Empire City recorded within property transactions, net, an increase in gaming taxes incurred primarily at MGM China, and depreciation and amortization expense. Depreciation and amortization expense increased $117 million compared to the prior year period due primarily to recently completed capital projects.

Net Revenues by Segment

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(In thousands)
Las Vegas Strip Resorts
Casino$450,273$476,434$1,445,113$1,458,721
Rooms660,488743,2612,145,3872,337,808
Food and beverage547,298574,5871,718,2851,798,109
Entertainment, retail and other326,578337,931966,664998,066
1,984,6372,132,2136,275,4496,592,704
Regional Operations
Casino695,938692,6542,078,0282,061,659
Rooms87,16288,275233,700232,740
Food and beverage118,206116,378342,862336,037
Entertainment, retail and other55,56954,841167,316158,329
956,875952,1482,821,9062,788,765
MGM China
Casino947,483800,2082,820,7322,611,497
Rooms47,58652,029139,958168,415
Food and beverage83,09264,356235,801192,716
Entertainment, retail and other9,56712,86328,80231,036
1,087,728929,4563,225,2933,003,664
MGM Digital
Casino174,027141,202465,946412,157
Reportable segment net revenues4,203,2674,155,01912,788,59412,797,290
Corporate and other47,19728,119143,82296,693
$4,250,464$4,183,138$12,932,416$12,893,983

Las Vegas Strip Resorts

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.

Las Vegas Strip Resorts net revenues decreased 5% for the nine months ended September 30, 2025 compared to the prior year period due primarily to a decrease in rooms revenue and food and beverage revenue.

Las Vegas Strip Resorts casino revenue decreased 5% for the three months ended September 30, 2025 compared to the prior year quarter due primarily to disruption from the room remodel at MGM Grand Las Vegas and a decrease in table games win percentage.

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(Dollars in millions)
Table games drop$1,363$1,386$4,429$4,430
Table games win$309$328$1,068$1,081
Table games win %22.6%23.7%24.1%24.4%
Slot handle$6,155$5,920$17,723$16,999
Slot win$570$554$1,663$1,592
Slot win %9.3%9.3%9.4%9.4%

Las Vegas Strip Resorts rooms revenue decreased 11% for the three months ended September 30, 2025 compared to the prior year quarter, and decreased 8% for the nine months ended September 30, 2025 compared to the prior year period due primarily to the impact from the room remodel at MGM Grand Las Vegas and a decrease in RevPAR.

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Occupancy89%94%92%95%
Average daily rate (ADR)$236$243$248$256
Revenue per available room (RevPAR)$210$229$229$242

Las Vegas Strip Resorts food and beverage revenue decreased 5% for the three months ended September 30, 2025 compared to the prior year quarter and decreased 4% for the nine months ended September 30, 2025 compared to the prior year period due primarily to a decrease in restaurant covers.

Regional Operations

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.

Regional Operations casino revenue increased 1% for the nine months ended September 30, 2025 compared to the prior year period due primarily to an increase in slot handle and win.

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(Dollars in millions)
Table games drop$1,061$1,023$2,993$2,937
Table games win$205$209$614$611
Table games win %19.4%20.5%20.5%20.8%
Slot handle$6,969$6,952$20,405$20,253
Slot win$706$693$2,048$1,996
Slot win %10.1%10.0%10.0%9.9%

MGM China

MGM China net revenues increased 17% for the three months ended September 30, 2025 compared to the prior year quarter and increased 7% for the nine months ended September 30, 2025 compared to the prior year period due primarily to an increase in casino revenue in the current year periods, discussed below.

The following table shows key gaming statistics for MGM China:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(Dollars in millions)
Main floor table games drop$4,072$3,443$11,784$11,099
Main floor table games win$1,006$858$2,940$2,747
Main floor table games win %24.7%24.9%25.0%24.8%

MGM China casino revenues increased 18% for the three months ended September 30, 2025 compared to the prior year quarter and increased 8% for the nine months ended September 30, 2025 compared to the prior year period due primarily to an increase in main floor table games drop compared to the prior year period.

MGM Digital

MGM Digital’s revenue increased 23% for the three months ended September 30, 2025 compared to the prior year quarter and increased 13% for the nine months ended September 30, 2025 compared to the prior year period due primarily to organic growth and brand expansion.

Corporate and other

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

Segment Adjusted EBITDAR and Consolidated Adjusted EBITDA

The following table presents Segment Adjusted EBITDAR and Consolidated Adjusted EBITDA. Segment Adjusted EBITDAR is our reportable segment GAAP measure, which we utilize as the primary profit measure for our reportable segments. See Note 11 to the accompanying consolidated financial statements and “Reportable Segment GAAP measure” below for additional information. Consolidated Adjusted EBITDA is a non-GAAP measure, discussed within “Non-GAAP measures” below.

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(In thousands)
Las Vegas Strip Resorts$600,869$731,037$2,122,525$2,341,114
Regional Operations295,521299,985883,219862,465
MGM China283,990237,356870,897832,405
MGM Digital(23,248)(22,825)(83,339)(55,551)
Corporate and other(1)(651,328)(671,354)(2,002,930)(2,098,081)
Consolidated Adjusted EBITDA$505,804$574,199$1,790,372$1,882,352

(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.

Las Vegas Strip Resorts

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.

Las Vegas Strip Resorts Segment Adjusted EBITDAR decreased 9% for the nine months ended September 30, 2025 compared to the prior year period. Las Vegas Strip Resorts Segment Adjusted EBITDAR margin was 33.8% for the nine months ended September 30, 2025, compared to 35.5% in the prior year period due primarily to the decrease in net revenues, as discussed above.

Regional Operations

Regional Operations Segment Adjusted EBITDAR decreased 1% for the three months ended September 30, 2025, compared to the prior year quarter. Regional Operations Segment Adjusted EBITDAR margin was 30.9% for the three months ended September 30, 2025 compared to 31.5% in the prior year quarter due primarily to the increase in payroll related expenses and other miscellaneous expenses.

Regional Operations Segment Adjusted EBITDAR increased 2% for the nine months ended September 30, 2025, compared to the prior year period. Regional Operations Segment Adjusted EBITDAR margin was 31.3% for the nine months ended September 30, 2025, compared to 30.9% in the prior year period due primarily to an increase in casino revenues, as discussed above.

MGM China

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.

MGM China Segment Adjusted EBITDAR increased 5% for the nine months ended September 30, 2025, compared to the prior year period. MGM China Segment Adjusted EBITDAR margin was 27.0% for the nine months ended September 30, 2025, compared to 27.7% in the prior year period due primarily to a decrease resulting from lower margins in non-gaming operations.

MGM Digital

MGM Digital Segment Adjusted EBITDAR loss was $23 million for the three months ended September 30, 2025 compared to a loss of $23 million the prior year quarter.

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.

Income (loss) from Unconsolidated Affiliates

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(In thousands)
BetMGM North America Venture$23,725$3,211$30,294$(67,781)
Other1,9174,7788,31216,462
$25,642$7,989$38,606$(51,319)

Non-operating Results

Interest expense

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.

Other, net

Other, net was expense of $10 million and income of $93 million for the three months ended September 30, 2025 and 2024, respectively. Other expense, net for the three months ended September 30, 2025 was primarily comprised of a net loss related to derivatives of $41 million, partially offset by a foreign currency transaction gain of $23 million primarily related to USD denominated debt held by a foreign subsidiary. Other income, net for the three months ended September 30, 2024 was primarily comprised of a net gain related to derivatives of $87 million, a gain related to debt and equity investments of $55 million, interest and dividend income of $18 million, partially offset by foreign currency transaction loss of $65 million.

Other, 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.

Income taxes

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.

Reportable Segment GAAP measure

“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.

Non-GAAP measures

“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.

Consolidated Adjusted EBITDA information is a non-GAAP measure that is presented solely as a supplemental disclosure to reported GAAP measures because it is among the measures used by management to evaluate our operating performance, and because we believe this measure is widely used by analysts, lenders, financial institutions, and investors as a measure of operating performance in the gaming industry and as a principal basis for the valuation of gaming companies. We believe that while items excluded from Consolidated Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions or events that may not be comparable between the periods being presented. Also, we believe excluded items may not relate specifically to current operating trends or be indicative of future results. For example, preopening and start-up expenses will be significantly different in periods when we are developing and constructing a major expansion project and will depend on where the current period lies within the development cycle, as well as the size and scope of the project(s). Property transactions, net includes normal recurring disposals, gains and losses on sales of assets related to specific assets within our properties, but also includes gains or losses on sales of an entire operating resort or a group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which may not be comparable period over period. However, Consolidated Adjusted EBITDA has limitations as an analytical tool, and should not be construed as an alternative or substitute to any measure determined in accordance with generally accepted accounting principles. For example, we have significant uses of cash flows, including capital expenditures, interest payments, income taxes, and debt principal repayments, which are not reflected in Consolidated Adjusted EBITDA. Accordingly, while we believe that Consolidated Adjusted EBITDA is a relevant measure of performance, Consolidated Adjusted EBITDA should not be construed as an alternative to or substitute for operating income or net income as an indicator of our performance, or as an alternative to or substitute for cash flows from operating activities as a measure of liquidity. In addition, other companies in the gaming and hospitality industries that report Consolidated Adjusted EBITDA may calculate Consolidated Adjusted EBITDA in a different manner and such differences may be material. A reconciliation of GAAP net income to Consolidated Adjusted EBITDA is included herein.

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(In thousands)
Net income (loss) attributable to MGM Resorts International$(285,255)$184,578$(87,750)$589,126
Plus: Net income attributable to noncontrolling interests78,52659,586225,846237,566
Net income (loss)(206,729)244,164138,096826,692
Provision (benefit) for income taxes(12,858)52,57042,85784,689
Income (loss) before income taxes(219,587)296,734180,953911,381
Non-operating (income) expense:
Interest expense, net of amounts capitalized102,287111,873315,140334,649
Non-operating items from unconsolidated affiliates(5,942)(417)(2,149)(2,043)
Other, net10,390(93,333)182,826(45,096)
106,73518,123495,817287,510
Operating income (loss)(112,852)314,857676,7701,198,891
Preopening and start-up expenses315199652,469
Property transactions, net101,77525,493117,36859,124
Goodwill impairment256,133—256,133—
Depreciation and amortization260,717233,330739,136621,868
Consolidated Adjusted EBITDA$505,804$574,199$1,790,372$1,882,352

Guarantor Financial Information

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.

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

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

September 30, 2025December 31, 2024
Balance Sheet(In thousands)
Current assets$2,598,614$3,045,925
Intercompany debt due from non-guarantor subsidiaries2,958,3772,733,770
Other long-term assets28,067,86728,683,234
Other current liabilities2,053,1462,247,371
Intercompany debt due to non-guarantor subsidiaries2,199,0142,199,408
Other long-term liabilities28,530,05228,651,188
Nine Months Ended September 30, 2025
Income Statement(In thousands)
Net revenues$7,872,580
Operating income10,893
Intercompany interest income215,218
Intercompany interest expense(183,457)
Income before income taxes124,871
Net income83,975
Net income attributable to MGM Resorts International52,213

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 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.

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

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

Cash used in investing activities was $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.

Capital Expenditures

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.

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.

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.

Borrowings and Repayments of Long-term Debt

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.

During the nine months ended September 30, 2024, we had net borrowings of debt of $581 million, which primarily consisted of our issuance of $850 million of aggregate principal amount of 6.125% notes due 2029, our issuance of $750 million of aggregate principal amount of 6.5% notes due 2032, and the issuance of MGM China’s $500 million of aggregate principal amount of 7.125% notes due 2031, partially offset by the repayment of $750 million of aggregate principal amount of our 6.75% notes due 2025, the repayment of MGM China’s $750 million of aggregate principal amount of 5.375% notes due 2024 upon maturity, and net repayments of $19 million on MGM China’s first revolving credit facility.

The net proceeds from the issuance of the $850 million 6.125% notes due 2029 were used to fund the early redemption of our $675 million in aggregate principal amount of 5.75% notes due 2025 at a redemption price of 100.607% in October 2024, with the remainder primarily used for general corporate purposes. The net proceeds from the issuance of the $750 million 6.5% notes due 2032 were used to fund the early redemption of our $750 million in aggregate principal amount of 6.75% notes due 2025 in May 2024. The repayment of MGM China’s $750 million 5.375% notes due 2024 was funded with draws on its first revolving credit facility, which were partially repaid with the proceeds from the issuance of its $500 million 7.125% notes due 2031.

Share Repurchases and Distributions to Noncontrolling Interest Owners

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.

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.

In May 2025, upon shareholder approval, MGM China declared the final dividend for 2024 of $122 million, which was paid in June 2025, of which we received approximately $68 million and noncontrolling interests received approximately $54 million.

In August 2025, MGM China’s Board of Directors declared an interim dividend of $153 million, which was paid in September 2025, of which we received approximately $85 million and noncontrolling interests received approximately $68 million.

In March 2024, MGM China’s Board of Directors declared a special dividend for 2023 of $51 million, which was paid in April 2024, of which we received approximately $29 million and noncontrolling interests received approximately $22 million. A final dividend for 2023 of $118 million was declared in March 2024, approved by the shareholders in May 2024, and paid in June 2024, of which we received approximately $66 million and noncontrolling interests received approximately $52 million.

Other Factors Affecting Liquidity and Anticipated Uses of Cash

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 properties daily into central bank accounts, and excess funds are invested overnight or are used to repay amounts drawn under our revolving credit facilities. 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.

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.

In October 2025, BetMGM North America Venture announced its expectation to distribute at least $200 million of cash in the fourth quarter of 2025 and to distribute cash on a quarterly basis thereafter, of which we would expect to receive our 50% share.

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.

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.

We have planned capital expenditures 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 the estimated amount of the gaming concession investment that relates to capital projects.

We continue to explore potential development or investment opportunities, such as expanding our global online gaming presence, which may require cash commitments in the future.

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.

In October 2025, we entered into a JPY45.2 billion term loan A facility with an option to increase the amount of the credit facility up to JPY67.8 billion, as further discussed in Note 5, which we expect to use to support the funding of our cash commitments to MGM Osaka.

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, 2024. There have been no significant changes in our critical accounting policies and estimates since year end, except as discussed below.

Impairment of Long-lived Assets, Goodwill, and Indefinite-lived Intangible Assets

As previously disclosed within our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the value of our Empire City reporting unit has been dependent upon us obtaining a commercial gaming license and the timing thereof, as well as other assumptions related to constructing and operating a commercial gaming facility. In the third quarter of 2025, the competitive and economic assumptions underpinning our return expectations on our investment in a commercial gaming facility changed, which led us to determine we would withdraw our application for a commercial gaming license for Empire City. Accordingly, we performed an interim impairment test of the goodwill related to the Empire City reporting unit using a discounted cash flow model to estimate fair value. As a result of the decrease in forecasted cash flows, the carrying value of Empire City exceeded its fair value. As such, we recorded an impairment of the full amount of the Empire City reporting unit’s goodwill of $256 million. See Note 4 to the accompanying consolidated financial statements for further discussion of goodwill and other intangible assets.

Market Risk

There have been no material changes in our market risk from the quantitative and qualitative disclosures about market risk included in our Form 10-K for the fiscal year ended December 31, 2024, other than those below.

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 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:

Debt maturing inFair Value September 30, 2025
20252026202720282029ThereafterTotal
(In millions except interest rates)
Fixed-rate$—$1,150$1,425$750$850$1,251$5,426$5,472
Average interest rateN/A5.4%5.1%4.8%6.1%6.8%5.7%
Variable rate$—$—$—$—$—$771$771$771
Average interest rateN/AN/AN/AN/AN/A6.2%6.2%

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 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.

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 our rent payments and guarantees we provide of the indebtedness of the landlords of Bellagio, Mandalay Bay, and MGM Grand Las Vegas could adversely affect our operations, development options and financial results and impact our ability to satisfy our obligations;

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

  • 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 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;

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

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

  • the fact that our insurance coverage may not be adequate to cover all possible losses that our properties could suffer, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future;

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

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

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

  • reputational harm as a result of increased scrutiny related to our corporate social responsibility efforts;

  • we may not achieve our social impact and sustainability related goals or that our social impact and sustainability 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 taxes and fees, including gaming taxes, 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 information and other systems (including our website and digital platform) or those of third parties on which we rely, through cyber-attacks or otherwise, which could adversely impact our ability to service our customers and affect our sales and the results of operations;

  • impact to our business, operations, and reputation from, and expenses and uncertainties associated with, a cybersecurity incident, including the September 2023 cybersecurity issue, the availability of cybersecurity insurance proceeds in connection with a cybersecurity incident, and any related legal proceedings, other claims or investigations, and costs of remediation, restoration, or enhancement of information technology systems;

  • 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 prior to its expiry; 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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