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."

Description of our business



Our primary business is the operation of casino resorts, which offer gaming,
hotel, convention, dining, entertainment, retail and other resort amenities. We
operate several of the finest casino resorts in the world and we continually
reinvest in our resorts to maintain our competitive advantage. Most of our
revenue is cash-based, through customers wagering with cash or paying for
non-gaming services with cash or credit cards. We rely on the ability of our
resorts to generate operating cash flow to pay rent, fund capital expenditures,
provide excess cash flow for future development, repay debt financings, and
return capital to our shareholders. We lease the real estate assets of our
domestic resorts pursuant to triple-net lease agreements and make significant
investments in our resorts through newly remodeled hotel rooms, restaurants,
entertainment and nightlife offerings, as well as other new features and
amenities. We also offer online gaming and sports betting through LeoVegas, a
consolidated subsidiary, as well as through BetMGM, an unconsolidated affiliate.

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 March 31, 2023,
all of our properties were open and not subject to any COVID-19 related
operating restrictions.

Other Developments



In February 2023, we completed the sale of the operations of Gold Strike Tunica
to CNE for cash consideration of $450 million, subject to certain purchase price
adjustments. 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. Agreements with Osaka on the construction of the planned
integrated resort are required to be finalized within 90 days of the ADP
approval.

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.

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

                                       24
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•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
                                                                             March 31,
                                                                   2023                     2022
                                                                          (In thousands)
Net revenues                                                $     3,873,296          $     2,854,309
Operating income                                                    730,839                  105,788
Net income (loss)                                                   479,883                  (34,793)

Net income (loss) attributable to MGM Resorts International 466,807

                  (18,016)



Consolidated net revenues were $3.9 billion for the three months ended March 31,
2023 compared to $2.9 billion in the prior year quarter, an increase of 36%. The
current year quarter benefited from the inclusion of The Cosmopolitan, which was
partially offset by the disposition of The Mirage and Gold Strike Tunica. The
prior year quarter was negatively affected by a decrease in business volume and
travel due to the spread of the omicron variant in the early part of the
quarter. At MGM China, the current year quarter benefited from the removal of
travel and entry restrictions in Macau. As a result, net revenues at our Las
Vegas Strip Resorts increased 31%, Regional Operations increased 6%, and MGM
China increased 130% compared to the prior year quarter.

Consolidated operating income was $731 million for the three months ended March
31, 2023 compared to $106 million in the prior year quarter. The current year
quarter benefited from a $398 million gain 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 an $85 million decrease in depreciation
and amortization expense, partially offset by 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.
Depreciation and amortization expense decreased compared to the prior year
quarter due to the deconsolidation of MGP in April 2022 and due to the MGM Grand
Paradise gaming subconcession becoming fully amortized as of December 31, 2022.

                                       25
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Net Revenues by Segment

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


                                                                Three Months Ended
                                                                    March 31,
                                                              2023             2022
                                                                  (In thousands)
  Las Vegas Strip Resorts
  Casino                                                  $   500,563      $   475,298
  Rooms                                                       751,691          485,288
  Food and beverage                                           582,627          384,276
  Entertainment, retail and other                             341,271          318,030
                                                            2,176,152        1,662,892
  Regional Operations
  Casino                                                      716,977          703,679
  Rooms                                                        67,304           56,114
  Food and beverage                                           111,879           91,138

Entertainment, retail and other, and reimbursed costs 49,683


    39,898
                                                              945,843          890,829
  MGM China
  Casino                                                      555,272          231,203
  Rooms                                                        29,493           15,671
  Food and beverage                                            27,625           17,441
  Entertainment, retail and other                               5,202       

4,060


                                                              617,592       

268,375


  Reportable segment net revenues                           3,739,587        2,822,096
  Corporate and other                                         133,709           32,213
                                                          $ 3,873,296      $ 2,854,309



Las Vegas Strip Resorts

Las Vegas Strip Resorts net revenues for the three months ended March 31, 2023
for each revenue type increased compared to the prior year quarter due primarily
to the inclusion of The Cosmopolitan, partially offset by the disposition of The
Mirage, and also due to the early part of the prior year quarter being
negatively affected by the spread of the omicron variant.

Las Vegas Strip Resorts casino revenue was $501 million for the three months ended March 31, 2023 compared to $475 million in the prior year quarter, an increase of 5%.



The following table shows key gaming statistics for our Las Vegas Strip Resorts:
                                              Three Months Ended
                                                   March 31,
                                              2023             2022
                                             (Dollars in millions)
                     Table games drop    $      1,524       $ 1,203
                     Table games win     $        346       $   296
                     Table games win %           22.7  %       24.6  %
                     Slot handle         $      5,759       $ 4,607
                     Slot win            $        544       $   427
                     Slot win %                   9.4  %        9.3  %


                                       26

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Las Vegas Strip Resorts rooms revenue was $752 million for the three months ended March 31, 2023 compared to $485 million in the prior year quarter, an increase of 55%, due primarily to an increase in REVPAR.



The following table shows key hotel statistics for our Las Vegas Strip Resorts:
                                                       Three Months Ended
                                                           March 31,
                                                     2023                2022
           Occupancy                                   92   %             78  %
           Average daily rate (ADR)              $    258              $ 197
           Revenue per available room (REVPAR)   $    239              $ 154




Las Vegas Strip Resorts food and beverage revenue was $583 million for the three
months ended March 31, 2023 compared to $384 million in the prior year quarter,
an increase of 52%, and Las Vegas Strip Resorts entertainment, retail and other
revenues were $341 million for the three months ended March 31, 2023 compared to
$318 million in the prior year quarter, an increase of 7%.

Regional Operations



Regional Operations casino revenue was $717 million for the three months ended
March 31, 2023 compared to $704 million in the prior year quarter, an increase
of 2%, due primarily to an increase in slot handle over the prior year quarter.

The following table shows key gaming statistics for our Regional Operations:
                                              Three Months Ended
                                                   March 31,
                                              2023             2022
                                             (Dollars in millions)
                     Table games drop    $      1,013       $ 1,021
                     Table games win     $        214       $   216
                     Table games win %           21.1  %       21.2  %
                     Slot handle         $      6,999       $ 6,662
                     Slot win            $        670       $   638
                     Slot win %                   9.6  %        9.6  %



Regional Operations rooms revenue was $67 million for the three months ended
March 31, 2023 compared to $56 million in the prior year quarter, an increase of
20%, due to an increase in occupancy.

Regional Operations food and beverage revenue was $112 million for the three
months ended March 31, 2023 compared to $91 million in the prior year quarter,
an increase of 23%, and Regional Operations entertainment, retail and other
revenue, and reimbursed costs was $50 million for the three months ended March
31, 2023 compared to $40 million in the prior year quarter, an increase of 25%,
as non-gaming amenities had not yet returned to pre-COVID-19 volumes in the
comparative prior year quarter.

MGM China

The following table shows key gaming statistics for MGM China:


                                                   Three Months Ended
                                                        March 31,
                                                   2023             2022
                                                  (Dollars in millions)
               Main floor table games drop    $      2,177       $ 1,096
               Main floor table games win     $        523       $   239
               Main floor table games win %           24.0  %       21.8  %


                                       27

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MGM China net revenues were $618 million for the three months ended March 31,
2023 compared to $268 million in the prior year quarter, an increase of 130%,
due to the current year quarter being positively affected by 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 current year
quarter compared to the prior year quarter 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
                                                     March 31,
                                                2023            2022
                                                   (In thousands)
                  Las Vegas Strip Resorts   $   835,809      $ 593,634
                  Regional Operations           313,175        313,279
                  MGM China                     168,948        (25,656)
                  Corporate and other          (211,669)      (210,853)
                  Adjusted EBITDAR          $ 1,106,263

Las Vegas Strip Resorts



Las Vegas Strip Resorts Adjusted Property EBITDAR was $836 million for the three
months ended March 31, 2023 compared to $594 million in the prior year quarter,
an increase of 41%. Las Vegas Strip Resorts Adjusted Property EBITDAR margin
increased to 38.4% for the three months ended March 31, 2023 compared to 35.7%
in the prior year quarter as the current year quarter primarily benefited from
the increase in rooms revenues discussed above.

Regional Operations



Regional Operations Adjusted Property EBITDAR was $313 million for the three
months ended March 31, 2023, which was flat compared to the prior year quarter.
Regional Operations Adjusted Property EBITDAR margin decreased to 33.1% for the
three months ended March 31, 2023 compared to 35.2% in the prior year quarter.
The margin decreases were due primarily to an increase in contribution from
lower margin non-gaming outlets and venues.

MGM China

MGM China Adjusted Property EBITDAR was $169 million for the three months ended
March 31, 2023 compared to Adjusted Property EBITDAR loss of $26 million in the
prior year quarter. The increase was due primarily to the increase in revenues,
discussed above, and the prior year quarter included an $18 million charge
related to litigation reserves.

                                       28
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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 months ended March 31, 2023 and 2022. Same-Store Adjusted Property EBITDAR is a non-GAAP measure, discussed within "Non-GAAP measures" below.



                                                                       Three Months Ended
                                                                            March 31,
                                                                  2023                     2022
                                                                         (In thousands)
Las Vegas Strip Resorts net revenues                       $     2,176,152          $     1,662,892
Acquisitions (1)                                                  (308,168)                       -
Dispositions (2)                                                         -                 (127,797)
Las Vegas Strip Resorts same-store net revenues            $     1,867,984

$ 1,535,095

Las Vegas Strip Resorts Adjusted Property EBITDAR $ 835,809

        $       593,634
Acquisitions (1)                                                  (129,854)                       -
Dispositions (2)                                                         -                  (32,892)

Las Vegas Strip Resorts Same-Store Adjusted Property EBITDAR

$       705,955

$ 560,742

(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
                                                                      March 31,
                                                                 2023           2022
                                                                    (In thousands)
   Regional Operations net revenues                           $ 945,843

$ 890,829


   Dispositions (1)                                             (26,967)    

(58,073)


   Regional Operations same-store net revenues                $ 918,876

$ 832,756



   Regional Operations Adjusted Property EBITDAR              $ 313,175

$ 313,279


   Dispositions (1)                                             (11,073)    

(28,611)

Regional Operations Same-Store Adjusted Property EBITDAR $ 302,102

$ 284,668

(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
                                                               March 31,
                                                          2023           2022
                                                             (In thousands)
          MGP BREIT Venture (through April 29, 2022)   $       -      $  38,936
          BetMGM                                         (81,872)       (91,993)
          Other                                            6,873          6,219
                                                       $ (74,999)     $ (46,838)



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.
                                       29
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Non-operating Results

Interest Expense



Gross interest expense was $131 million and $196 million for the three months
ended March 31, 2023 and 2022, respectively. The decrease from the prior year
quarter 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, partially offset by an increase in the debt outstanding under MGM
China's revolving credit facilities. 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 income, net was $46 million and $34 million for the three months ended March 31, 2023 and 2022, respectively.

Income Taxes



Our effective income tax rate was a provision of 25.7% on income before income
taxes and a benefit of 51.1% on loss before income taxes for the three months
ended March 31, 2023 and 2022, respectively. The prior year quarter was
unfavorably impacted by losses in Macau from which we could not benefit.

Reportable segment GAAP measure



"Adjusted Property EBITDAR" is our reportable segment GAAP measure, which we
utilize as the primary profit measure for our reportable segments and underlying
operating segments. Adjusted Property EBITDAR is a measure defined as earnings
before interest and other non-operating income (expense), taxes, depreciation
and amortization, preopening and start-up expenses, property transactions, net,
rent expense related to triple-net operating leases and ground leases, income
from unconsolidated affiliates related to investments in real estate ventures,
and also excludes corporate expense and stock compensation expense, which are
not allocated to each operating segment, 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, rent expense related to triple-net
operating leases and ground leases, and income from unconsolidated affiliates
related to investments in real estate ventures.
                                       30
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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
(loss) to Adjusted EBITDAR is included herein.

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


                                                                         Three Months Ended
                                                                              March 31,
                                                                    2023                     2022
                                                                           (In thousands)
Net income (loss) attributable to MGM Resorts International  $       466,807          $       (18,016)
Plus: Net income (loss) attributable to noncontrolling
interests                                                             13,076                  (16,777)
Net income (loss)                                                    479,883                  (34,793)
Provision (benefit) for income taxes                                 165,779                  (36,341)
Income (loss) before income taxes                                    645,662                  (71,134)
Non-operating (income) expense:
Interest expense, net of amounts capitalized                         130,300                  196,091
Non-operating items from unconsolidated affiliates                     1,184                   15,133
 Other, net                                                          (46,307)                 (34,302)
                                                                      85,177                  176,922
Operating income                                                     730,839                  105,788
Preopening and start-up expenses                                         139                      434
Property transactions, net                                          (396,076)                  54,738
Depreciation and amortization                                        203,501                  288,638
Triple-net operating lease and ground lease rent expense             570,555                  262,452
Income from unconsolidated affiliates related to real estate
ventures                                                              (2,695)                 (41,646)
Adjusted EBITDAR                                             $     1,106,263



                                       31

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Guarantor Financial Information



As of March 31, 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.

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