MGM Resorts International (Form: 10-Q, Received: 05/01/2020 16:34:02)

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UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-10362

MGM Resorts International

(Exact name of registrant as specified in its charter)

Delaware	88-0215232
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109

(Address of principal executive offices)

(702) 693-7120

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock (Par Value $0.01)	MGM	New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at April 29, 2020
Common Stock, $0.01 par value		493,217,676 shares

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

FORM 10-Q

I N D E X


		Page
PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets at March 31, 2020 and December 31, 2019	1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and March 31, 2019	2
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2020 and March 31, 2019	3
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and March 31, 2019	4
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2020 and March 31, 2019	5
	Condensed Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II.	OTHER INFORMATION	39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 6.	Exhibits	43
SIGNATURES		45

Part I. FINANCIAL INFORMATION

Item 1.

Financial Statements

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	March 31,			December 31,
	2020			2019
ASSETS
Current assets
Cash and cash equivalents	$	6,016,417		$	2,329,604
Accounts receivable, net		454,826			612,717
Inventories		106,327			102,888
Income tax receivable		44,459			27,167
October 1 litigation insurance receivable		735,000			735,000
Prepaid expenses and other		240,900			200,317
Total current assets		7,597,929			4,007,693

Property and equipment, net		15,172,959			18,285,955

Other assets
Investments in and advances to unconsolidated affiliates		1,596,170			822,366
Goodwill		2,091,595			2,084,564
Other intangible assets, net		3,795,850			3,826,504
Operating lease right-of-use assets, net		8,425,653			4,392,481
Other long-term assets, net		438,749			456,793
Total other assets		16,348,017			11,582,708
	$	39,118,905		$	33,876,356
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	202,735		$	235,437
Construction payable		40,961			74,734
Accrued interest on long-term debt		108,694			122,250
October 1 litigation liability		735,000			735,000
Other accrued liabilities		1,538,857			2,024,002
Total current liabilities		2,626,247			3,191,423

Deferred income taxes, net		2,388,072			2,106,506
Long-term debt, net		11,743,348			11,168,904
Operating lease liabilities		8,374,987			4,277,970
Other long-term obligations		564,608			363,588
Commitments and contingencies (Note 7)
Redeemable noncontrolling interests		89,642			105,046
Stockholders' equity
Common stock, $.01 par value: authorized 1,000,000,000 shares, issued and outstanding 493,154,946 and 503,147,632 shares		4,932			5,031
Capital in excess of par value		3,274,454			3,531,099
Retained earnings		4,934,302			4,201,337
Accumulated other comprehensive loss		(39,774	)		(10,202	)
Total MGM Resorts International stockholders' equity		8,173,914			7,727,265
Noncontrolling interests		5,158,087			4,935,654
Total stockholders' equity		13,332,001			12,662,919
	$	39,118,905		$	33,876,356

The accompanying notes are an integral part of these consolidated financial statements.

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended
	March 31,
	2020			2019
Revenues
Casino	$	1,054,026		$	1,626,346
Rooms		433,951			574,215
Food and beverage		396,709			520,221
Entertainment, retail and other		269,945			344,374
Reimbursed costs		98,186			111,755
		2,252,817			3,176,911
Expenses
Casino		628,670			902,757
Rooms		172,609			203,994
Food and beverage		339,636			400,239
Entertainment, retail and other		199,063			243,630
Reimbursed costs		98,186			111,755
General and administrative		574,306			525,112
Corporate expense		143,808			129,436
Preopening and start-up expenses		122			3,287
Property transactions, net		54,975			8,776
Gain on REIT transactions, net		(1,491,945	)		—
Depreciation and amortization		318,290			316,414
		1,037,720			2,845,400
Income from unconsolidated affiliates		35,748			38,749
Operating income		1,250,845			370,260
Non-operating income (expense)
Interest expense, net of amounts capitalized		(157,137	)		(216,120	)
Non-operating items from unconsolidated affiliates		(32,621	)		(18,165	)
Other, net		(124,264	)		1,693
		(314,022	)		(232,592	)
Income before income taxes		936,823			137,668
Provision for income taxes		(262,304	)		(71,511	)
Net income		674,519			66,157
Less: Net (income) loss attributable to noncontrolling interests		132,350			(34,860	)
Net income attributable to MGM Resorts International	$	806,869		$	31,297
Net income per share of common stock attributable to MGM Resorts International
Basic	$	1.64		$	0.05
Diluted	$	1.64		$	0.05
Weighted average common shares outstanding
Basic		495,415			534,219
Diluted		496,984			537,506

The accompanying notes are an integral part of these consolidated financial statements.

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2020			2019
Net income	$	674,519		$	66,157
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		28,336			(12,405	)
Unrealized loss on cash flow hedges		(83,086	)		(13,323	)
Other comprehensive loss		(54,750	)		(25,728	)
Comprehensive income		619,769			40,429
Less: Comprehensive (income) loss attributable to noncontrolling interests		157,352			(24,644	)
Comprehensive income attributable to MGM Resorts International	$	777,121		$	15,785

The accompanying notes are an integral part of these consolidated financial statements.

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2020			2019
Cash flows from operating activities
Net income	$	674,519		$	66,157
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		318,290			316,414
Amortization of debt discounts, premiums and issuance costs		7,935			9,373
Loss on early retirement of debt		126,743			—
Provision for doubtful accounts		21,980			8,378
Stock-based compensation		36,898			32,136
Property transactions, net		54,975			8,776
Gain on REIT transactions, net		(1,491,945	)		—
Noncash lease expense		51,096			14,990
Income from unconsolidated affiliates		(3,127	)		(20,584	)
Distributions from unconsolidated affiliates		13,886			—
Deferred income taxes		277,221			67,827
Change in operating assets and liabilities:
Accounts receivable		136,225			48,961
Inventories		(3,322	)		423
Income taxes receivable and payable, net		(17,295	)		9,897
Prepaid expenses and other		(40,111	)		(40,450	)
Accounts payable and accrued liabilities		(577,936	)		(109,932	)
Other		(8,969	)		(12,584	)
Net cash provided by (used in) operating activities		(422,937	)		399,782
Cash flows from investing activities
Capital expenditures, net of construction payable		(73,110	)		(183,252	)
Dispositions of property and equipment		175			341
Proceeds from Mandalay Bay and MGM Grand Las Vegas transaction		2,455,839			—
Acquisition of Empire City Casino, net of cash acquired		—			(535,681	)
Investments in unconsolidated affiliates		(20,649	)		(9,558	)
Distributions from unconsolidated affiliates		426			31,850
Other		—			(30,511	)
Net cash provided by (used in) investing activities		2,362,681			(726,811	)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities – maturities of 90 days or less		1,289,434			(289,767	)
Issuance of long-term debt		—			750,000
Retirement of senior notes and senior debentures		(846,724	)		(850,000	)
Debt issuance costs		(9,339	)		(10,111	)
Proceeds from issuance of bridge loan facility		1,304,625			—
Issuance of MGM Growth Properties Class A shares, net		524,616			548,391
Dividends paid to common shareholders		(73,904	)		(69,799	)
Distributions to noncontrolling interest owners		(72,653	)		(46,539	)
Purchases of common stock		(353,720	)		—
Other		(17,582	)		(7,324	)
Net cash provided by financing activities		1,744,753			24,851
Effect of exchange rate on cash		2,316			(1,180	)
Cash and cash equivalents
Net increase (decrease) for the period		3,686,813			(303,358	)
Balance, beginning of period		2,329,604			1,526,762
Balance, end of period	$	6,016,417		$	1,223,404
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized	$	162,002		$	209,347
Federal, state and foreign income taxes paid (received), net of refunds		2,439			(6,429	)
Non-cash investing and financing activities
Empire City Transaction assets acquired	$	—		$	625,000
Investment in MGP BREIT Venture		802,000			—
MGP BREIT Venture assumption of bridge loan facility		1,304,625			—

The accompanying notes are an integral part of these consolidated financial statements.

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)

																Total
										Retained			Accumulated			MGM Resorts
	Common Stock						Capital in			Earnings			Other			International			Non-			Total
				Par			Excess of			(Accumulated			Comprehensive			Stockholders'			Controlling			Stockholders'
	Shares			Value			Par Value			Deficit)			Income (Loss)			Equity			Interests			Equity
Balances, January 1, 2020		503,148		$	5,031		$	3,531,099		$	4,201,337		$	(10,202	)	$	7,727,265		$	4,935,654		$	12,662,919
Net income (loss)		—			—			—			806,869			—			806,869			(134,218	)		672,651
Currency translation adjustment		—			—			—			—			15,807			15,807			12,529			28,336
Other comprehensive income - cash flow hedges		—			—			—			—			(45,555	)		(45,555	)		(37,531	)		(83,086	)
Stock-based compensation		—			—			35,626			—			—			35,626			1,272			36,898
Issuance of common stock pursuant to stock-based compensation awards		868			10			(6,436	)		—			—			(6,426	)		—			(6,426	)
Cash distributions to noncontrolling interest owners		—			—			—			—			—			—			(7,962	)		(7,962	)
Dividends declared to common shareholders ($0.15 per share)		—			—			—			(73,904	)		—			(73,904	)		—			(73,904	)
MGP dividend payable to Class A shareholders		—			—			—			—			—			—			(62,389	)		(62,389	)
Issuance of restricted stock units		—			—			2,142			—			—			2,142			—			2,142
Repurchase of common stock		(10,861	)		(109	)		(353,611	)		—			—			(353,720	)		—			(353,720	)
Adjustment of redeemable non-controlling interest to redemption value		—			—			8,070			—			—			8,070			—			8,070
MGP Class A share issuances		—			—			64,188			—			646			64,834			442,717			507,551
MGP BREIT Venture Transaction		—			—			(6,503	)		—			(59	)		(6,562	)		8,287			1,725
Other		—			—			(121	)		—			(411	)		(532	)		(272	)		(804	)
Balances, March 31, 2020		493,155		$	4,932		$	3,274,454		$	4,934,302		$	(39,774	)	$	8,173,914		$	5,158,087		$	13,332,001

The accompanying notes are an integral part of these consolidated financial statements.

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)

														Total
								Retained			Accumulated			MGM Resorts
	Common Stock				Capital in			Earnings			Other			International			Non-			Total
			Par		Excess of			(Accumulated			Comprehensive			Stockholders'			Controlling			Stockholders'
	Shares		Value		Par Value			Deficit)			Income (Loss)			Equity			Interests			Equity
Balances, January 1, 2019		527,480	$	5,275	$	4,092,085		$	2,423,479		$	(8,556	)	$	6,512,283		$	3,957,508		$	10,469,791
Net income		—		—		—			31,297			—			31,297			32,635			63,932
Currency translation adjustment		—		—		—			—			(6,906	)		(6,906	)		(5,499	)		(12,405	)
Other comprehensive loss - cash flow hedges		—		—		—			—			(8,606	)		(8,606	)		(4,717	)		(13,323	)
Stock-based compensation		—		—		30,950			—			—			30,950			1,186			32,136
Issuance of common stock pursuant to stock-based compensation awards		305		3		(4,278	)		—			—			(4,275	)		—			(4,275	)
Cash distributions to noncontrolling interest owners		—		—		—			—			—			—			(5,133	)		(5,133	)
Dividends declared to common shareholders ($0.13 per share)		—		—		—			(69,799	)		—			(69,799	)		—			(69,799	)
MGP dividend payable to Class A shareholders		—		—		—			—			—			—			(42,064	)		(42,064	)
Issuance of restricted stock units		—		—		1,546			—			—			1,546			—			1,546
Adjustment of redeemable non-controlling interest to redemption value		—		—		(3,825	)		—			—			(3,825	)		—			(3,825	)
Empire City acquisition		9,371		94		265,671			—			—			265,765			—			265,765
Empire City MGP transaction		—		—		(18,913	)		—			195			(18,718	)		23,745			5,027
MGP Class A share issuance		—		—		57,196			—			(774	)		56,422			472,421			528,843
Park MGM transaction		—		—		(1,984	)		—			16			(1,968	)		2,496			528
Other		—		—		2,015			—			23			2,038			(917	)		1,121
Balances, March 31, 2019		537,156	$	5,372	$	4,420,463		$	2,384,977		$	(24,608	)	$	6,786,204		$	4,431,661		$	11,217,865

The accompanying notes are an integral part of these consolidated financial statements.

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 — ORGANIZATION

Organization. MGM Resorts International (together with its consolidated subsidiaries, unless otherwise indicated or unless the context requires otherwise, the “Company”) is a Delaware corporation that acts largely as a holding company and, through subsidiaries, owns and operates casino resorts.

As of March 31, 2020, the Company owns and operates the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada: Bellagio, MGM Grand Las Vegas, The Mirage, Mandalay Bay, Luxor, New York-New York, Park MGM and Excalibur. Operations at MGM Grand Las Vegas include management of The Signature at MGM Grand Las Vegas. The Company owns and operates along with local investors, MGM Grand Detroit in Detroit, Michigan, MGM National Harbor in Prince George’s County, Maryland, and MGM Springfield in Springfield, Massachusetts. The Company also owns and operates Borgata located on Renaissance Pointe in the Marina area of Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in Northfield Park, Ohio, and the following resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike in Tunica. Additionally, the Company owns and operates the Park, a dining and entertainment district located between New York-New York and Park MGM, Shadow Creek, an exclusive world-class golf course located approximately ten miles north of its Las Vegas Strip Resorts, Primm Valley Golf Club at the California/Nevada state line and Fallen Oak golf course in Saucier, Mississippi.

MGM Growth Properties LLC (“MGP”), a consolidated subsidiary of the Company, is organized as an umbrella partnership REIT (commonly referred to as an UPREIT) structure in which substantially all of its assets are owned by and substantially all of its businesses are conducted through MGM Growth Properties Operating Partnership LP (the “Operating Partnership”). MGP has two classes of authorized and outstanding voting common shares (collectively, the “shares”): Class A shares and a single Class B share. The Company owns MGP’s Class B share, which does not provide its holder any rights to profits or losses or any rights to receive distributions from operations of MGP or upon liquidation or winding up of MGP. MGP’s Class A shareholders are entitled to one vote per share, while the Company, as the owner of the Class B share, is entitled to an amount of votes representing a majority of the total voting power of MGP’s shares so long as the Company and its controlled affiliates’ (excluding MGP) aggregate beneficial ownership of the combined economic interests in MGP and the Operating Partnership does not fall below 30%. The Company and MGP each hold Operating Partnership units representing limited partner interests in the Operating Partnership. The general partner of the Operating Partnership is a wholly-owned subsidiary of MGP. The Operating Partnership units held by the Company are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the fair value of a Class A share, except as otherwise agreed to in connection with the waiver agreement discussed below. As of March 31, 2020, the Company owned 60.6% of the Operating Partnership units, and MGP held the remaining 39.4% ownership interest in the Operating Partnership.

Pursuant to a master lease agreement between a subsidiary of the Company and a subsidiary of the Operating Partnership, the Company leases the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, and MGM Northfield Park. Pursuant to a lease agreement between a subsidiary of the Company and a venture, 5% owned by such subsidiary and 95% owned by a subsidiary of Blackstone Real Estate Income Trust, Inc. (“BREIT”), the Company leases the real estate assets of Bellagio from such venture (the “Bellagio BREIT Venture”). Additionally, pursuant to a lease agreement between a subsidiary of the Company and MGP BREIT Venture (as defined below), a subsidiary of the Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from MGP BREIT Venture. Refer to Note 6 for further discussion of the leases.

On February 14, 2020, the Company completed a series of transactions (collectively the “MGP BREIT Venture Transaction”) pursuant to which the real estate assets of MGM Grand Las Vegas and Mandalay Bay (including Mandalay Place) were contributed to a newly formed entity (“MGP BREIT Venture”), owned 50.1% by the Operating Partnership and 49.9% by a subsidiary of BREIT. In exchange for the contribution of the real estate assets, the Company received total consideration of $4.6 billion, which was comprised of $2.5 billion of cash, $1.3 billion of the Operating Partnership’s secured indebtedness assumed by MGP BREIT Venture, and the Operating Partnership’s 50.1% equity interest in the MGP BREIT Venture. In addition, the Operating Partnership issued approximately 3 million Operating Partnership units to the Company representing 5% of the equity value of MGP BREIT Venture. The Company recorded the difference between consideration received of $2.5 billion and the carrying value of the MGM Grand real estate assets of $733 million and selling costs of $27 million as a net gain on sale of assets of $1.7 billion, which is reflected within Gain on REIT transactions, net in the consolidated statements of operations. The Company also recorded the difference between consideration received of $2.1 billion and the carrying value of the Mandalay Bay real estate assets of $2.3 billion and selling costs of $11 million as a net loss on sale of assets of $252 million, which is reflected within Gain on REIT transactions, net in the consolidated statements of operations. In connection with the transactions, the Company provided a shortfall guaranty of the principal amount of indebtedness of the MGP BREIT Venture (and any interest accrued and unpaid thereon) as further discussed in Note 7. On the closing date, BREIT also purchased approximately 5 million MGP Class A shares for $150 million.

In connection with the MGP BREIT Venture Transaction, MGP BREIT Venture entered into a lease with a subsidiary of the Company for the real estate assets of Mandalay Bay and MGM Grand Las Vegas as further discussed in Note 6. Additionally, the existing master lease with MGP was modified to remove the Mandalay Bay property and the annual rent under the MGP master lease was reduced by $133 million, as further discussed in Note 11.

Also, on January 14, 2020, the Company, the Operating Partnership, and MGP entered into an agreement for the Operating Partnership to waive its right to issue MGP Class A shares, in lieu of cash, to the Company in connection with the Company exercising its right to require the Operating Partnership to redeem Operating Partnership units that the Company holds, at a price per unit equal to a 3% discount to the ten day average closing price prior to the date of the notice of redemption. The waiver was effective upon closing of the transaction on February 14, 2020 and terminates on the earlier of February 14, 2022 or the Company receiving cash proceeds of $1.4 billion as consideration for the redemption of the Company’s Operating Partnership units.

The Company has an approximate 56% controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”). MGM Grand Paradise owns and operates the MGM Macau resort and casino and MGM Cotai, an integrated casino, hotel and entertainment resort located on the Cotai Strip in Macau, as well as the related gaming subconcession and land concessions.

The Company owns 50% of and manages CityCenter Holdings, LLC (“CityCenter”), located between Bellagio and Park MGM. The other 50% of CityCenter is owned by Infinity World Development Corp, a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity. CityCenter consists of Aria, an integrated casino, hotel and entertainment resort; and Vdara, a luxury condominium-hotel. See Note 3 for additional information related to CityCenter.

The Company has three reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China. See Note 10 for additional information about the Company’s segments.

Financial Impact of COVID-19. The novel coronavirus (“COVID-19”) pandemic has caused, and is continuing to cause, significant disruption in the financial markets both globally and in the United States, and will continue to impact, possibly materially, our business, financial condition and results of operations. As of March 17, 2020, all of the Company’s domestic properties were temporarily closed to the public and have remained closed pursuant to state and local government requirements as a result of the unprecedented public health crisis from the COVID-19 pandemic. As a result, the Company’s domestic properties are effectively generating no revenue. In Macau, pursuant to a request from the government of Macau, MGM China suspended all operations at MGM Macau and MGM Cotai for a 15-day period that commenced on February 5, 2020, other than operations that were necessary to provide sufficient non-gaming facilities to serve any remaining hotel guests in that period. While the properties have since re-opened, several travel and entry restrictions in Macau, Hong Kong, and certain cities and regions in mainland China remain in place (including the temporary suspension of the visa scheme, the temporary suspension of ferry services and other modes of transportation, and bans on entry or enhanced quarantine requirements), significantly impacting visitation to the Company’s Macau properties, which continues to have a material impact on MGM China’s results of operations. The Company cannot predict the degree, or duration, to which its operations will be affected by the COVID-19 outbreak, and the effects could be material.

Due to the continued impact of the outbreak of COVID-19, the Company and MGM China each entered into amendments to its credit agreement, as further discussed in Note 4.

NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation. As permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2019 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial statements. The results for such periods are not necessarily indicative of the results to be expected for the full year.

Principles of consolidation. For entities not determined to be a variable interest entity (“VIE”), the Company consolidates such entities in which the Company owns 100% of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements, such as MGM China. For these entities, the Company records a noncontrolling interest in the consolidated balance sheets. All intercompany balances and transactions are eliminated in consolidation.

The Company’s investments in unconsolidated affiliates are accounted for under the equity method when the Company can exercise significant influence over, or has joint control of, the unconsolidated affiliate, such as CityCenter and MGP BREIT Venture.

The Company evaluates entities for which control is achieved through means other than voting rights to determine if it is the primary beneficiary of a VIE. A VIE is an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company consolidates its investment in a VIE when it determines that it is its primary beneficiary. For these VIEs, the Company records a noncontrolling interest in the consolidated balance sheets. The Company may change its original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affect the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. The Company performs this analysis on an ongoing basis.

Management has determined that MGP is a VIE because the Class A equity investors as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance. The Company has determined that it is the primary beneficiary of MGP and consolidates MGP because (i) its ownership of MGP’s single Class B share entitles it to a majority of the total voting power of MGP’s shares, and (ii) the exchangeable nature of the Operating Partnership units owned provide the Company the right to receive benefits from MGP that could potentially be significant to MGP. The Company has recorded MGP’s ownership interest in the Operating Partnership as noncontrolling interest in the Company’s consolidated financial statements. As of March 31, 2020, on a consolidated basis MGP had total assets of $11.9 billion, primarily related to its real estate investments, and total liabilities of $4.8 billion, primarily related to its indebtedness.

Management has determined that Bellagio BREIT Venture is a VIE because the equity holders as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance. The Company has determined that it is not the primary beneficiary of Bellagio BREIT Venture and, accordingly, does not consolidate the venture, because the Company does not have power to direct the activities that could potentially be significant to the venture; BREIT, as the managing member, has such power. The Company has recorded its 5% ownership interest in Bellagio BREIT Venture as an investment in unconsolidated affiliates in the Company’s consolidated financial statements, for which such amount was $61 million as of March 31, 2020. The Company’s maximum exposure to loss as a result of its involvement with Bellagio BREIT Venture is equal to the carrying value of its investment, assuming no future capital funding requirements, plus the exposure to loss resulting from the Company’s guarantee of the debt of Bellagio BREIT Venture, as further discussed in Note 7.

Reclassifications. Certain reclassifications have been made to conform the prior period presentation.

Revenue recognition. The Company’s revenue from contracts with customers consists of casino wagers transactions, hotel room sales, food and beverage transactions, entertainment shows, and retail transactions.

For casino wager transactions that include incentives earned by customers under the Company’s loyalty programs, the Company allocates a portion of net win based upon the standalone selling price of such incentive (less estimated breakage). This allocation is deferred and recognized as revenue when the customer redeems the incentive. When redeemed, revenue is recognized in the department that provides the goods or service. Redemption of loyalty incentives at third party outlets are deducted from the loyalty liability and amounts owed are paid to the third party, with any discount received recorded as other revenue. During the three months ended March 31, 2020 and 2019, commissions and incentives provided to gaming customers were $454 million and $602 million, respectively. After allocating revenue to other goods and services provided as part of casino wager transactions, the Company records the residual amount to casino revenue.

Contract and Contract-Related Liabilities. There may be a difference between the timing of cash receipts from the customer and the recognition of revenue, resulting in a contract or contract-related liability. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer, (2) loyalty program obligations, which represents the deferred allocation of revenue relating to loyalty program incentives earned, as discussed above, and (3) customer advances and other, which is primarily funds deposited by customers before gaming play occurs (“casino front money”) and advance payments on goods and services yet to be provided such as advance ticket sales and deposits on rooms and convention space or for unpaid wagers. These liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within “Other accrued liabilities” on the Company’s consolidated balance sheets.

The following table summarizes the activity related to contract and contract-related liabilities:

	Outstanding Chip Liability						Loyalty Program				Customer Advances and Other
	2020			2019			2020		2019		2020			2019
	(in thousands)
Balance at January 1	$	314,570		$	323,811		$	126,966	$	113,293	$	481,095		$	667,285
Balance at March 31		301,333			307,912			128,650		119,033		371,479			613,764
Increase / (decrease)	$	(13,237	)	$	(15,899	)	$	1,684	$	5,740	$	(109,616	)	$	(53,521	)

Revenue by source. The Company presents the revenue earned disaggregated by the type or nature of the good or service (casino, room, food and beverage, and entertainment, retail and other) and by relevant geographic region within Note 10.

Leases. The Company is a lessor under certain of its lease arrangements. Lease revenues earned by the Company from third parties are classified within the line item corresponding to the type or nature of the tenant’s good or service. During the three months ended March 31, 2020 and 2019, lease revenues from third-party tenants include $10 million and $12 million recorded within food and beverage revenue, respectively, and $19 million and $22 million recorded within entertainment, retail, and other revenue for the same such periods, respectively. Lease revenues from the rental of hotel rooms are recorded as rooms revenues within the consolidated statements of operations.

Recently issued accounting standards. In June 2016, the FASB issued ASC 326 “Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments” (“ASC 326”), which replaces the existing incurred loss model with a current expected credit loss (CECL) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASC 326 on January 1, 2020, which did not have a material impact on its financial statements or accounting policies. The Company now utilizes a forward-looking current expected credit loss model for accounts receivables, guarantees, and other financial instruments.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” (“ASU 2019-12”), which simplifies the accounting for income taxes and includes removal of certain exceptions to the general principles of ASC 740, Income Taxes, and simplification in several other areas such as accounting for a franchise tax (or similar tax) that is partially based on income. ASU 2019-12 is effective for the Company beginning on January 1, 2021. Early adoption is permitted. The Company is currently assessing the impact ASU 2019-12 will have on its consolidated financial statements and footnote disclosures.

NOTE 3 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

Investments in and advances to unconsolidated affiliates consisted of the following:

	March 31,		December 31,
	2020		2019
	(In thousands)
CityCenter Holdings, LLC – CityCenter (50%)	$	567,026	$	568,879
MGP BREIT Venture (50.1% owned by the Operating Partnership)		803,183		—
Other		225,961		253,487
	$	1,596,170	$	822,366

The Company recorded its share of income from unconsolidated affiliates, including adjustments for basis differences, as follows:

	Three Months Ended
	March 31,
	2020			2019
	(In thousands)
Income from unconsolidated affiliates	$	35,748		$	38,749
Non-operating items from unconsolidated affiliates		(32,621	)		(18,165	)
	$	3,127		$	20,584

The following table summarizes information related to the Company’s share of income from unconsolidated affiliates:

	Three Months Ended
	March 31,
	2020			2019
	(In thousands)
CityCenter	$	20,666		$	34,849
MGP BREIT Venture		19,950			—
Other		(4,868	)		3,900
	$	35,748		$	38,749

CityCenter distributions. In April 2020, CityCenter paid a $101 million dividend, of which the Company received its 50% share, or approximately $51 million. In March 2019, CityCenter paid a $64 million dividend, of which the Company received its 50% share, or approximately $32 million.

MGP BREIT Venture distributions. For the quarter ended March 31, 2020, the Operating Partnership received $12 million in distributions from MGP BREIT Venture.

NOTE 4 — LONG-TERM DEBT

Long-term debt consisted of the following:

	March 31,			December 31,
	2020			2019
	(In thousands)
Senior credit facility	$	1,489,000		$	—
Operating Partnership senior credit facility		1,350,000			1,703,750
MGM China credit facility		825,690			667,404
7.75% senior notes, due 2022		1,000,000			1,000,000
6% senior notes, due 2023		1,250,000			1,250,000
5.625% Operating Partnership senior notes, due 2024		1,050,000			1,050,000
5.375% MGM China senior notes, due 2024		750,000			750,000
5.75% senior notes, due 2025		675,000			1,000,000
5.875% MGM China senior notes, due 2026		750,000			750,000
4.5% Operating Partnership senior notes, due 2026		500,000			500,000
4.625% senior notes, due 2026		400,000			500,000
5.75% Operating Partnership senior notes, due 2027		750,000			750,000
5.5% senior notes, due 2027		675,000			1,000,000
4.5% Operating Partnership senior notes, due 2028		350,000			350,000
7% debentures, due 2036		552			552
		11,815,242			11,271,706
Less: Premiums, discounts, and unamortized debt issuance costs, net		(71,894	)		(102,802	)
	$	11,743,348		$	11,168,904

Debt due within one year of the December 31, 2019 balance sheet was classified as long-term as the Company had both the intent and ability to refinance current maturities on a long-term basis under its revolving senior credit facilities.

Senior credit facility. At March 31, 2020, the Company’s senior credit facility consisted of a $1.5 billion revolving facility. At March 31, 2020, $1.5 billion was drawn on the revolving credit facility and the interest rate on the revolving credit facility was 2.93%.

On February 14, 2020, in connection with the MGP BREIT Venture Transaction, the Company used proceeds from the transaction to repay and terminate the $1.5 billion outstanding on its existing revolving facility in full and entered into a new unsecured credit agreement, comprised of a $1.5 billion unsecured revolving facility that matures in February 2025. The Company incurred a $4 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

The Company’s senior credit facility contains customary representations and warranties, events of default and positive and negative covenants. The Company was in compliance with its applicable covenants at March 31, 2020.

In April 2020, the Company amended its credit facility to provide it with certain relief from the effects of the COVID-19 pandemic. The amendment provides the Company a waiver of the financial maintenance covenants for the period beginning with the quarter ending June 30, 2020 through the earlier of (x) the date the Company delivers to the administrative agent a compliance certificate with respect to the quarter ending June 30, 2021 and (y) the date the Company delivers to the administrative agent an irrevocable notice terminating the covenant relief period (such period, the “covenant relief period”). In connection with the amendment, the Company pledged the Operating Partnership units held by loan parties under the credit agreement to the lenders as collateral. The Company also agreed to certain limitations including, among other things, further restricting its ability to incur debt and liens, make restricted payments, make investments and prepay subordinated debt. In addition, in connection with the amendment, the Company agreed to a liquidity test that requires the Company’s borrower group (as defined in the credit agreement) to maintain a minimum liquidity level of not less than $600 million (including unrestricted cash, cash equivalents and availability under the revolving credit facility), tested at the end of each month during the covenant relief period.

Operating Partnership senior credit facility and bridge facility. At March 31, 2020, the Operating Partnership senior credit facility consisted of a $1.35 billion revolving credit facility. In February 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership amended its senior secured credit facility to, among other things, allow for the transaction to occur, permit the incurrence by the Operating Partnership of a nonrecourse guarantee for debt of the MGP BREIT Venture, and permit incurrence of a bridge loan facility. As a result of the transaction and the amendment, the Operating Partnership repaid its $1.3 billion outstanding term loan B facility in full with the proceeds of a bridge facility, which was then assumed by the MGP BREIT Venture as partial consideration for the Operating Partnership’s contribution. Additionally, the Operating Partnership used the proceeds from the settlement of the forward equity issuances to pay off all $399 million outstanding on the term loan A facility in full. The Company incurred an $18 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations. At March 31, 2020, $1.35 billion was drawn on the revolving credit facility and the interest rate on the revolving credit facility was 3.19%. The Operating Partnership was in compliance with its credit facility covenant at March 31, 2020.

The Operating Partnership is party to interest rate swaps to mitigate the effects of interest rate volatility inherent in its variable rate debt as well as forecasted debt issuances. As of March 31, 2020, the Operating Partnership has effective interest rate swap agreements on which it pays a weighted average fixed rate of 1.821% on total notional amount of $1.9 billion. The Operating Partnership has an additional $900 million total notional amount of forward starting interest rate swaps that are not currently effective. The fair value of interest rate swaps that qualified as cash flow hedges was $117 million recorded as a liability as of March 31, 2020 and $7 million recorded as an asset and $28 million recorded as a liability as of December 31, 2019. The fair value of interest rate swaps that do not qualify as cash flow hedges was $15 million and $3 million, recorded as a liability as of March 31, 2020 and December 31, 2019, respectively. Interest rate swaps in an asset position are recorded within “Other long-term assets” and those in a liability position are recorded within “Other long-term liabilities.”

MGM China credit facility. At March 31, 2020, the MGM China credit facility consisted of a $1.25 billion unsecured revolving credit facility. At March 31, 2020, $826 million was drawn on the revolving credit facility and the interest rate on the revolving credit facility was 3.88%.

The MGM China credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio.

Due to the continued impact of the outbreak of COVID-19, discussed in Note 1, MGM China entered into a further amendment of its credit agreement, effective April 9, 2020 that provided for a waiver of its maximum leverage ratio extending through the second quarter of 2021, and a waiver of its minimum interest coverage ratio beginning in the second quarter of 2020 through the second quarter of 2021. MGM China was in compliance with its credit facility covenants at March 31, 2020.

Senior Notes. On April 23, 2020, the Company commenced an offering for $750 million in aggregate principal amount of 6.750% senior notes due 2025. The transaction is scheduled to close on May 4, 2020, subject to customary closing conditions.

In March 2020, the Company completed cash tender offers for an aggregate amount of $750 million of its senior notes, comprised of $325 million principal amount of its outstanding 5.75% senior notes due 2025, $100 million principal amount of its outstanding 4.625% senior notes due 2026, and $325 million principal amount of its outstanding 5.5% senior notes due 2027. The Company incurred a $105 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations.

Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was $11.1 billion and $12.1 billion at March 31, 2020 and December 31, 2019, respectively. Fair value was estimated using quoted market prices for the Company’s senior notes and senior credit facilities.

NOTE 5 — INCOME TAXES

For interim income tax reporting the Company estimates its annual effective tax rate and applies it to its year-to-date ordinary income. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur. The Company’s effective income tax rate was 28.0% and 51.9% for the three months ended March 31, 2020 and 2019 respectively.

The Company recognizes deferred income tax assets, net of applicable reserves, related to net operating losses, tax credit carryforwards and certain temporary differences. The Company recognizes future tax benefits to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied.

Due to the impact of COVID-19 on its business operations, the Company increased its valuation allowances for Macau deferred tax assets and its foreign tax credits (“FTCs”) by $25 million and $13 million, respectively, with a corresponding increase to provision for income taxes for the quarter ended March 31, 2020. In addition, the Company recorded an income tax benefit of $6 million resulting from recently issued guidance related to deductions for employee dining facilities and income tax expense of $349 million related to the MGP BREIT Venture Transaction that closed on February 14, 2020.

The Company's FTCs are attributable to the Macau Special Gaming Tax, which is 35% of gross gaming revenue in Macau. Significant judgment is required in assessing the need for a valuation allowance and future changes to assumptions used in this assessment could result in material changes in the valuation allowance with a corresponding impact on the provision for income taxes in the period including such change.

On March 30, 2020, MGM Grand Paradise was granted an extension of its exemption from the Macau 12% complementary tax on gaming profits through June 26, 2022, concurrent with the end of the term of its gaming subconcession. The prior exemption was set to expire on March 31, 2020. The Company previously re-measured its net deferred tax liability for MGM Grand Paradise during 2019 assuming it would receive the complementary tax exemption extension through June 26, 2022 as a result of required non-discriminatory treatment among gaming concessionaires and sub-concessionaires under Macanese law. As a result, no additional remeasurement is required for the three months ended March 31, 2020. The Company continues to assume that MGM Grand Paradise will pay the Macau 12% complementary tax on gaming profits for all periods beyond June 26, 2022 and has factored that assumption into the measurement of Macau deferred tax assets and liabilities.

NOTE 6 — LEASES

The Company leases the land underlying certain of its properties, real estate, and various equipment under operating and, to a lesser extent, finance lease arrangements. The master lease agreement with MGP is eliminated in consolidation and, accordingly is not included within the disclosures below; refer to Note 11 for further discussion of the master lease with MGP.

Bellagio real estate assets. The lease requires the Company to spend a specified percentage of net revenues at the property on capital expenditures and for the Company to comply with certain financial covenants, which, if not met, would require the Company to maintain cash security or a letter of credit in favor of the landlord in an amount equal to rent for the succeeding two-year period. The Company was in compliance with its applicable covenants as of March 31, 2020.

Mandalay Bay and MGM Grand Las Vegas real estate assets. Pursuant to a lease agreement between a subsidiary of the Company and MGP BREIT Venture, the Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from the MGP BREIT Venture. The Mandalay Bay and MGM Grand Las Vegas lease has an initial term of 30 years with two subsequent ten-year renewal periods, exercisable at the Company’s option. The lease provides for an initial annual rent of $292 million with a fixed 2% escalator for the first fifteen years and, thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3%. The Company does not consider the renewal options reasonably certain of being exercised and, accordingly, has determined the lease term to be 30 years. In consideration of such, the Company determined the expected lease term of 30 years to be less than 75% of the economic useful life of the real estate assets of Mandalay Bay and MGM Grand Las Vegas. Further, the MGP BREIT Venture provided its implicit rate to the Company, with which the Company determined that the present value of the future lease payments is less than 90% of the fair market value of the Mandalay Bay and MGM Grand Las Vegas real estate assets. Accordingly, in consideration of these lease classification tests, as well as the fact that the lease does not transfer ownership of the assets back to the Company at the end of the lease term or grant the Company a purchase option and the real estate assets have alternative uses at the end of the lease term, the Company classified the Mandalay Bay and MGM Grand Las Vegas lease as an operating lease.

In addition, the lease requires the Company to spend a specified percentage of net revenues at the properties on capital expenditures and for the Company to comply with certain financial covenants, beginning on June 30, 2020, which, if not met, will require the Company to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to the rent for the succeeding one-year period.

Other information. Components of lease costs and other information related to the Company’s leases was as follows:

	Three Months Ended
	March 31,
		2020			2019
	(In thousands)
Operating lease expense cost, primarily classified within "General and administrative"	$	152,536		$	24,348

Finance lease costs
Interest expense	$	(952	)	$	209
Amortization expense		17,406			2,591
Total finance lease costs	$	16,454		$	2,800

	March 31,		December 31,
	2020		2019
Supplemental balance sheet information	(In thousands)
Operating leases
Operating lease right-of-use assets, net	$	8,425,653	$	4,392,481
Operating lease liabilities - short-term, classified within "Other accrued liabilities"	$	33,398	$	67,473
Operating lease liabilities - long-term		8,374,987		4,277,970
Total operating lease liabilities	$	8,408,385	$	4,345,443

Finance leases
Finance lease right-of-use assets, net classified within "Property and equipment, net"	$	243,120	$	93,437
Finance lease liabilities - short-term, classified within "Other accrued liabilities"	$	76,485	$	27,975
Finance lease liabilities - long-term, classified within "Other long-term obligations"		177,452		67,182
Total finance lease liabilities	$	253,937	$	95,157

Weighted-average remaining lease term (years)
Operating leases		30		31
Finance leases		4		4

Weighted-average discount rate (%)
Operating leases		8		7
Finance leases		3		3

	Three Months Ended
	March 31,
		2020		2019
Cash paid for amounts included in the measurement of lease liabilities	(In thousands)
Operating cash outflows from operating leases	$	122,906	$	17,365
Operating cash outflows from finance leases		1,722		209
Financing cash outflows from finance leases		11,040		1,486

ROU assets obtained in exchange for new lease liabilities
Operating leases	$	4,121,442	$	1,899
Finance leases		167,089		326

Maturities of lease liabilities were as follows:

	Operating Leases			Finance Leases
Year ending December 31, 2020	(In thousands)
2020 (excluding the three months ended March 31, 2020)	$	452,202		$	64,221
2021		613,117			71,222
2022		616,952			69,376
2023		625,291			60,968
2024		635,754			—
Thereafter		20,445,875			—
Total future minimum lease payments		23,389,191			265,787
Less: Amount of lease payments representing interest		(14,980,806	)		(11,850	)
Present value of future minimum lease payments		8,408,385			253,937
Less: Current portion		(33,398	)		(76,485	)
Long-term lease obligations	$	8,374,987		$	177,452

NOTE 7 — COMMITMENTS AND CONTINGENCIES

October 1 litigation. The Company and/or certain of its subsidiaries were named as defendants in a number of lawsuits related to the October 1, 2017 shooting in Las Vegas. The matters involve in large degree the same legal and factual issues, each case being filed on behalf of individuals who are seeking damages for emotional distress, physical injury, medical expenses, economic damages and/or wrongful death. Lawsuits were first filed in October 2017 and include actions originally filed in the District Court of Clark County, Nevada and in the Superior Court of Los Angeles County, California. In June 2018, the Company removed to federal court all actions that remained pending in California and Nevada state courts. The Company also initiated declaratory relief actions in federal courts in various districts against individuals who had sued or stated an intent to sue.

In connection with the mediation of these matters, the Company and law firms representing plaintiffs in the majority of pending matters and purporting to represent substantially all claimants known to the Company (collectively, the “Claimants”) have entered into a settlement agreement (the “Settlement Agreement”) whereby, subject to the satisfaction of certain monetary and non-monetary conditions, the Company’s insurance carriers will deposit funds into a settlement fund covering the plaintiffs and certain other cases that emerged or were filed prior to October 1, 2019. Pursuant to the terms of the Settlement Agreement, the Company expects that the total amount placed in the fund to be between $735 million and $800 million, subject to and depending on obtaining a minimum level of participation with escalators based on greater participation increasing the amount payable up to $800 million in the event of 100% participation by certain categories of claimants, as defined in the Settlement Agreement. The Company has $751 million of insurance coverage available to fund. Following the mediation a few additional lawsuits were filed against the Company and/or certain of its subsidiaries. While it is possible that these lawsuits may be resolved as part of the Settlement Agreement, no assurances can be made that they will be included. Although the Company continues to believe it is not legally responsible for the perpetrator’s criminal acts, in the interest of avoiding protracted litigation and the related impact on the community, the Company believed it was in the best interests of all parties involved to negotiate and enter into the Settlement Agreement. As a result of the foregoing, the Company believes that it is probable a loss will be incurred and, as of March 31, 2020, the Company accrued a liability of $735 million, which represents the low end of the range of probable loss. In addition, the Company recorded an insurance receivable of $735 million, which represents the entire amount of the liability recorded for the settlement of these cases. While the Company intends for substantially all claimants to be covered by the Settlement Agreement, it remains possible that certain claimants may not join the settlement. In addition, no assurances can be given that the significant conditions to the Settlement Agreement will be satisfied by the Claimants.

If the conditions in the Settlement Agreement are not satisfied and the mediation stay is lifted, the Company is currently unable to reliably predict the future developments in, outcome of, and economic costs and other consequences of any such litigation related to this matter. The Company will continue to investigate the factual and legal defenses, and evaluate these matters based on subsequent events, new information and future circumstances. The Company intends to defend against any such lawsuits and believes it ultimately should prevail, but litigation of this type is inherently unpredictable. Although there are significant procedural, factual and legal issues to be resolved that could significantly affect the Company’s belief as to the possibility of liability, the Company currently believes that it is reasonably possible that it could incur liability in connection with certain of these lawsuits. The foregoing determination was made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on the part of the Company or any of its affiliates. Given that these cases would be in the early stages, and in light of the uncertainties surrounding them, the Company does not currently possess sufficient information to determine a range of reasonably possible liability. The insurance carriers have not expressed a reservation of rights or coverage defense that affects the Company’s evaluation of potential losses in connection with these claims. The Company’s general liability insurance coverage provides, as part of the contractual “duty to defend”, payment of legal fees and associated costs incurred to defend covered lawsuits that are filed arising from the October 1, 2017 shooting in Las Vegas. Payment of such fees and costs is in addition to (and not limited by) the limits of the insurance policies and does not erode the total liability coverage available.

Other litigation. The Company is a party to various legal proceedings, most of which relate to routine matters incidental to its business. Management does not believe that the outcome of such proceedings will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Other guarantees. The Company and its subsidiaries are party to various guarantee contracts in the normal course of business, which are generally supported by letters of credit issued by financial institutions. The Company’s senior credit facility limits the amount of letters of credit that can be issued to $500 million as of March 31, 2020 and such limit was increased to $850 million in connection with the amendment to the credit facility discussed in Note 4. At March 31, 2020, $11 million in letters of credit were outstanding under the Company’s senior credit facility. The Operating Partnership’s senior credit facility limits the amount to $75 million. No letters of credit were outstanding under the Operating Partnership’s senior credit facility at March 31, 2020. The amount of available borrowings under each of the credit facilities is reduced by any outstanding letters of credit.

MGM China guarantee. In connection with the extension of the expiration of the gaming subconcession to June 2022, MGM Grand Paradise provided a bank guarantee in an amount of approximately $103 million (when giving effect to foreign currency exchange rate fluctuations) to the government of Macau in May 2019 to warrant the fulfillment of an existing commitment of labor liabilities upon the expiration of the gaming subconcession in June 2022.

Bellagio BREIT Venture guarantee. The Company provides a shortfall guarantee of the $3.01 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of Bellagio BREIT Venture, which matures in 2029. The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of Bellagio owned by Bellagio BREIT Venture, and the debt obligation. This guarantee is accounted for under ASC 460 at fair value; such value is immaterial.

MGP BREIT Venture guarantee. The Company provides a shortfall guarantee of the $3.0 billion principal amount of indebtedness (and any interest accrued and unpaid thereon) of MGP BREIT Venture, which has an initial term of twelve years, maturing in 2032, with an anticipated repayment date of March 2030. The terms of the shortfall guarantee provide that after the lenders have exhausted certain remedies to collect on the obligations under the indebtedness, the Company would then be responsible for any shortfall between the value of the collateral, which is the real estate assets of Mandalay Bay and MGM Grand Las Vegas, owned by MGP BREIT Venture, and the debt obligation. This guarantee is accounted for under ASC 460 at fair value; such value is immaterial.

The Operating Partnership provides a guarantee for the losses incurred by the lenders of the indebtedness of the MGP BREIT Venture arising out of certain bad acts by the Operating Partnership, its venture partner, or the venture, such as fraud or willful misconduct, based on the party’s percentage ownership of the MGP BREIT Venture. This guarantee is capped at 10% of the principal amount outstanding at the time of the loss. The Operating Partnership and its venture partner have separately indemnified each other for the other party’s share of the overall liability exposure, if at fault. The guarantee is accounted for under ASC 460 at fair value; such value is immaterial.

NOTE 8 — INCOME PER SHARE OF COMMON STOCK

The table below reconciles basic and diluted income per share of common stock. Diluted net income attributable to common stockholders includes adjustments for redeemable noncontrolling interests and the potentially dilutive effect on the Company’s equity interests in MGP and MGM China due to shares outstanding under their respective stock compensation plans. Diluted weighted-average common and common equivalent shares include adjustments for potential dilution of share-based awards outstanding under the Company’s stock compensation plan.

	Three Months Ended
	March 31,
	2020		2019
	(In thousands)
Numerator:
Net income attributable to MGM Resorts International	$	806,869	$	31,297
Adjustment related to redeemable noncontrolling interests		8,070		(3,825	)
Net income available to common stockholders - basic		814,939		27,472
Potentially dilutive effect due to MGP and MGM China stock compensation plans		—		(52	)
Net income attributable to common stockholders - diluted	$	814,939	$	27,420
Denominator:
Weighted-average common shares outstanding - basic		495,415		534,219
Potential dilution from share-based awards		1,569		3,287
Weighted-average common and common equivalent shares - diluted		496,984		537,506
Antidilutive share-based awards excluded from the calculation of diluted earnings per share		3,876		1,929

NOTE 9 — STOCKHOLDERS’ EQUITY

Noncontrolling interest ownership transactions

Empire City transaction. On January 29, 2019, MGP acquired the developed real property associated with Empire City from the Company for consideration that included the issuance of approximately 13 million Operating Partnership units to a subsidiary of the Company. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the Empire City transaction, the Company indirectly owned 74.6% of the partnership units in the Operating Partnership.

MGP Class A share issuance – January 2019. On January 31, 2019, MGP completed an offering of approximately 20 million of its Class A shares. In connection with the offering, the Operating Partnership issued approximately 20 million Operating Partnership units to MGP. The Company has adjusted the carrying value of the noncontrolling interests as a result of MGP’s Class A share issuance to adjust for the change in noncontrolling interests ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 69.7% of the partnership units in the Operating Partnership.

Park MGM transaction. On March 7, 2019, the Company entered into an amendment to the MGP master lease with respect to investments made by the Company related to Park MGM and NoMad Las Vegas property for which consideration included the issuance of approximately 1 million Operating Partnership units to a subsidiary of the Company. The Company has adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 69.8% of the partnership units in the Operating Partnership.

MGP Class A share issuance – Forwards. On February 11, 2020 through February 13, 2020, MGP settled approximately 13 million Class A shares issued under forward sales agreements. In connection with settlements, the Operating Partnership issued approximately 13 million Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the settlements, the Company indirectly owned 61.2% of the partnership units in the Operating Partnership.

MGP Class A share issuance – BREIT. On February 14, 2020, in connection with MGP’s registered sale of approximately 5 million Class A shares to BREIT, the Operating Partnership issued approximately 5 million Operating Partnership units to MGP. The

Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 60.3% of the partnership units in the Operating Partnership.

MGP Class A share issuance – MGP BREIT Venture Transaction. In February 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership issued approximately 3 million Operating Partnership units to the Company. Subsequent to the issuance, and as of March 31, 2020, the Company indirectly owned 60.6% of the partnership units in the Operating Partnership.

Other equity activity

MGM Resorts International dividends. On April 30, 2020 the Company’s Board of Directors approved a quarterly dividend of $0.0025 per share that will be payable on June 15, 2020 to holders of record on June 10, 2020.

MGM Resorts International stock repurchase program. In February 2020, upon substantial completion of the $2.0 billion stock repurchase program, the Company’s Board of Directors authorized a $3.0 billion stock repurchase program. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time.

During the three months ended March 31, 2020, the Company repurchased approximately 11 million shares of its common stock at an average price of $32.57 per share for an aggregate amount of $354 million. Repurchased shares were retired. The remaining availability under the $2.0 billion stock repurchase program was approximately $4 million as of March 31, 2020 and the remaining availability under the $3.0 billion stock repurchase program was $3.0 billion as of March 31, 2020.

There were no repurchases made during the three months ended March 31, 2019.

Accumulated other comprehensive income (loss). Changes in accumulated other comprehensive income attributable to MGM Resorts International are as follows:


	Currency Translation			Cash Flow
	Adjustments			Hedges			Other			Total
	(In thousands)
Balances, January 1, 2020	$	(2,747	)	$	(10,829	)	$	3,374		$	(10,202	)
Other comprehensive income (loss) before reclassifications		28,336			(84,549	)		—			(56,213	)
Amounts reclassified from accumulated other comprehensive income to interest expense		—			1,463			—			1,463
Other comprehensive income (loss), net of tax		28,336			(83,086	)		—			(54,750	)
Other changes in accumulated other comprehensive income (loss):
MGP Class A share issuances		—			—			646			646
MGP BREIT Venture Transaction		—			—			(59	)		(59	)
Other		—			—			(411	)		(411	)
Changes in accumulated other comprehensive income (loss):		28,336			(83,086	)		176			(54,574	)
Other comprehensive income (loss) attributable to noncontrolling interest		(12,529	)		37,531			—			25,002
Balances, March 31, 2020	$	13,060		$	(56,384	)	$	3,550		$	(39,774	)

NOTE 10 — SEGMENT INFORMATION

The Company’s management views each of its casino resorts as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate and their management and reporting structure. The Company has aggregated its operating segments into the following reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China.

Las Vegas Strip Resorts. Las Vegas Strip Resorts consists of the following casino resorts: Bellagio, MGM Grand Las Vegas (including The Signature), Mandalay Bay (including Delano and Four Seasons), The Mirage, Luxor, New York-New York (including

the Park), Excalibur, Park MGM (including NoMad Las Vegas) and Circus Circus Las Vegas (until the sale of such property in December 2019).

Regional Operations. Regional Operations consists of the following casino resorts: MGM Grand Detroit in Detroit, Michigan; Beau Rivage in Biloxi, Mississippi; Gold Strike Tunica in Tunica, Mississippi; Borgata in Atlantic City, New Jersey; MGM National Harbor in Prince George’s County, Maryland; MGM Springfield in Springfield, Massachusetts; Empire City in Yonkers, New York (upon acquisition in January 2019); and MGM Northfield Park in Northfield Park, Ohio (upon MGM’s acquisition of the operations from MGP in April 2019).

MGM China. MGM China consists of MGM Macau and MGM Cotai.

The Company’s operations related to investments in unconsolidated affiliates, MGM Northfield Park (prior to April 1, 2019 as the operations were owned by MGP until that date), and certain other corporate operations and management services have not been identified as separate reportable segments; therefore, these operations are included in “Corporate and other” in the following segment disclosures to reconcile to consolidated results.

The Company’s management utilizes Adjusted Property EBITDAR as the primary profit measure for its reportable segments and underlying operating segments. Adjusted Property EBITDAR is a measure defined as Adjusted EBITDAR before corporate expense and stock compensation expense, which are not allocated to each operating segment, and before rent expense related to the master lease with MGP that eliminates in consolidation. Adjusted 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, CEO transition expense, restructuring costs (which represents costs related to severance, accelerated stock compensation expense, and consulting fees directly related to the operating model component of the MGM 2020 Plan), rent expense associated with triple net operating and ground leases, income from unconsolidated affiliates related to investments in REITs, and property transactions, net.

The following tables present the Company’s segment information:

	Three Months Ended
	March 31,
	2020			2019
	(In thousands)
Net revenue
Las Vegas Strip Resorts
Casino	$	274,673		$	324,704
Rooms		362,864			468,852
Food and beverage		288,763			365,522
Entertainment, retail and other		207,506			269,110
		1,133,806			1,428,188
Regional Operations
Casino		536,630			574,156
Rooms		55,879			71,798
Food and beverage		95,092			117,879
Entertainment, retail and other		38,059			40,112
		725,660			803,945
MGM China
Casino		240,414			663,565
Rooms		15,209			33,564
Food and beverage		12,780			30,713
Entertainment, retail and other		3,484			6,362
		271,887			734,204
Reportable segment net revenues		2,131,353			2,966,337
Corporate and other		121,464			210,574
	$	2,252,817		$	3,176,911
Adjusted Property EBITDAR
Las Vegas Strip Resorts	$	267,599		$	403,651
Regional Operations		151,720			211,797
MGM China		(21,990	)		192,811
Reportable segment Adjusted Property EBITDAR		397,329			808,259

Other operating income (expense)
Corporate and other		(102,237	)		(60,531	)
Preopening and start-up expenses		(122	)		(3,287	)
Property transactions, net		(54,975	)		(8,776	)
Gain on REIT transactions, net		1,491,945			—
Depreciation and amortization		(318,290	)		(316,414	)
CEO transition expense		(44,401	)		—
Restructuring		—			(41,098	)
Triple net operating lease and ground lease rent expense		(141,918	)		(7,893	)
Income from unconsolidated affiliates related to investments in REITs		23,514			—
Operating income		1,250,845			370,260
Non-operating income (expense)
Interest expense, net of amounts capitalized		(157,137	)		(216,120	)
Non-operating items from unconsolidated affiliates		(32,621	)		(18,165	)
Other, net		(124,264	)		1,693
		(314,022	)		(232,592	)
Income before income taxes		936,823			137,668
Provision for income taxes		(262,304	)		(71,511	)
Net income		674,519			66,157
Less: Net (income) loss attributable to noncontrolling interests		132,350			(34,860	)
Net income attributable to MGM Resorts International	$	806,869		$	31,297

NOTE 11 — RELATED PARTY TRANSACTIONS

MGP

As further described in Note 1, pursuant to the master lease with MGP, the Company leases the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor and MGM Northfield Park from MGP.

On February 14, 2020, the Company amended the MGP master lease to remove Mandalay Bay from such master lease and the annual rent under the MGP master lease was reduced by $133 million to $813 million.

The annual rent payments under the MGP master lease for the fifth lease year, which commenced on April 1, 2020, increased to $828 million from $813 million, as a result of the fourth 2.0% fixed annual rent escalator that went into effect on April 1, 2020.

All intercompany transactions, including transactions under the MGP master lease, have been eliminated in the Company’s consolidation of MGP. The public ownership of MGP’s Class A shares is recognized as non-controlling interests in the Company’s consolidated financial statements.

Bellagio BREIT Venture

The Company has a 5% ownership interest in the Bellagio BREIT Venture which owns the Bellagio real estate assets and leased back such assets to a subsidiary of the Company pursuant to a lease agreement. Refer to Note 6 for further information related to the Bellagio lease.

MGP BREIT Venture

On February 14, 2020, a subsidiary of the Company entered into a lease for the real estate assets of Mandalay Bay and MGM Grand Las Vegas with the MGP BREIT Venture, in which MGP has a 50.1% ownership interest. Refer to Note 6 for further information related to the Mandalay Bay and MGM Grand Las Vegas lease.

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, 2019, which were included in our Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2020. 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 and key performance indicators

Our primary business is the ownership and operation of casino resorts which offer gaming, hotel, convention, dining, entertainment, retail and other resort amenities. We own or invest in 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 heavily on the ability of our resorts to generate operating cash flow to fund capital expenditures, provide excess cash flow for future development, repay debt financings and return capital to our shareholders. We make significant investments in our resorts through newly remodeled hotel rooms, restaurants, entertainment and nightlife offerings, as well as other new features and amenities.

Financial Impact of COVID-19

The spread of a novel coronavirus (“COVID-19”) and developments surrounding the global pandemic have had, and we expect will continue to have, a significant impact on our business, results of operations and financial condition.

As of March 17, 2020, all of our domestic properties were temporarily closed to the public and have remained closed pursuant to state and local government requirements as a result of the unprecedented public health crisis from the COVID-19 pandemic. As a result, our domestic properties are effectively generating no revenue. We have also seen high levels of room and convention cancellations through the third quarter of 2020 with some tentative re-bookings in the fourth quarter and into 2021. There have not been meaningful cancellations for 2021 related to the COVID-19 pandemic. While we are working closely with government officials on plans to re-open our properties when the government restrictions are lifted, we cannot predict the duration of the shutdowns or any limitations the government or we may impose on our operations when we are able to re-open, which may include, among others, restrictions on the number of seats per table game, slot machine spacing, temperature checks, mask protection as well as other measures at our restaurants and entertainment venues to enforce social distancing measures. In addition, when we are able to re-open, we expect to see weakened demand at our properties in light of continued domestic and international travel restrictions or warnings, consumer fears and reduced consumer discretionary spending and general economic uncertainty. In light of the foregoing, we are unable to determine when our properties will return to pre-pandemic demand or pricing. We expect that our regional properties may open first, with phased re-openings of our Las Vegas strip properties in order to effectively manage resources in light of demand needs and continued compliance with any government-imposed restrictions on our operations or policies we choose to implement as necessary to mitigate the impact of COVID-19.

While our domestic properties are closed, we still face significant fixed and variable costs. We have engaged in aggressive efforts to reduce expenses during this time, including:

• reducing or deferring at least 50% of planned domestic capital expenditures in 2020;

• reducing employee costs, including through hiring freezes, headcount reductions and substantial furloughs of employees and cancellation of merit pay increases;

• initiating a program where certain senior executives and directors voluntarily elected to receive all or a portion of their remaining base salary during 2020 in the form of restricted stock units in lieu of cash; and

• starting with our dividend for the second quarter of 2020, our Board approved a nominal annual dividend of $0.01 per share.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act provides opportunities for additional liquidity, loan guarantees, and other government programs to support companies affected by the COVID-19 pandemic and their employees. Based on a preliminary analysis of the CARES Act, the benefits we expect to recognize include:

• refund of federal income taxes due to a five-year carryback of net operating loss incurred in 2020 when our 2020 tax return is filed;

• relaxation of interest expense deduction limitation for income tax purposes;

• reduction of employer Federal Insurance Contributions Act (“FICA”) taxes equal to 50 percent of wages paid and health care coverage provided to furloughed employees during 2020; and

• deferral of all employer FICA taxes for the remainder of 2020, 50 percent payable by December 2021 and the remainder payable by December 2022.

We intend to continue to review and consider any available potential benefits under the CARES Act for which we qualify, including those described above. We cannot predict the manner in which such benefits or any of the other benefits described herein will be allocated or administered and we cannot assure you that we will be able to access such benefits in a timely manner or at all. If the U.S. government or any other governmental authority agrees to provide such aid under the CARES Act or any other crisis relief assistance it may impose certain requirements on the recipients of the aid, including restrictions on executive officer compensation, dividends, prepayment of debt, limitations on debt and other similar restrictions that will apply for a period of time after the aid is repaid or redeemed in full.

In January 2020, China implemented a temporary suspension of its visa scheme that permits mainland Chinese to travel to Macau, and on February 4, 2020, the Hong Kong government temporarily suspended all ferry services from Hong Kong to Macau, until further notice. The government of Macau also asked that all gaming operators in Macau suspend casino operations for a 15-day period that commenced on February 5, 2020. As a result, MGM China suspended all operations at MGM Macau and MGM Cotai, other than operations that were necessary to provide sufficient non-gaming facilities to serve any remaining hotel guests in that period. While the properties have since re-opened, several travel and entry restrictions in Macau, Hong Kong, and certain cities and regions in mainland China remain in place (including the temporary suspension of the visa scheme, the temporary suspension of ferry services and other modes of transportation, and bans on entry or enhanced quarantine requirements), significantly impacting visitation to our Macau properties, which continues to have a material impact on MGM China’s results of operations. Due to the continued impact of the outbreak of COVID-19, MGM China entered into a further amendment to its credit agreement, as further discussed in Note 4.

Other Developments

On February 14, 2020, we completed the MGP BREIT Venture Transaction pursuant to which the real estate assets of MGM Grand Las Vegas and Mandalay Bay (including Mandalay Place) were contributed to MGP BREIT Venture, owned 50.1% by the Operating Partnership and 49.9% by a subsidiary of BREIT. In exchange for the contribution of the real estate assets, MGM and MGP received total consideration of $4.6 billion, which was comprised of $2.5 billion of cash, $1.3 billion of the Operating Partnership’s secured indebtedness assumed by MGP BREIT Venture, and the Operating Partnership’s 50.1% equity interest in the MGP BREIT Venture. In addition, the Operating Partnership issued approximately 3 million Operating Partnership units to us representing 5% of the equity value of MGP BREIT Venture. In connection with the transactions, we provided a shortfall guaranty of the principal amount of indebtedness of the MGP BREIT Venture (and any interest accrued and unpaid thereon). On the closing date, BREIT also purchased approximately 5 million MGP Class A shares for $150 million.

In connection with the transactions, MGP BREIT Venture entered into a lease with us for the real estate assets of Mandalay Bay and MGM Grand Las Vegas. The lease provides for a term of thirty years with two ten-year renewal options and has an initial annual base rent of $292 million, escalating annually at a rate of 2% per annum for the first fifteen years and thereafter equal to the greater of 2% and the CPI increase during the prior year subject to a cap of 3%. In addition, the lease requires us to spend 3.5% of net revenues over a rolling five-year period at the properties on capital expenditures and for us to comply with certain financial covenants, which, if not met, will require us to maintain cash security or provide one or more letters of credit in favor of the landlord in an amount equal to the rent for the succeeding one-year period.

In connection with the MGP BREIT Venture Transaction, the existing master lease with MGP was modified to remove the Mandalay Bay property and the annual rent under the MGP master lease was reduced by $133 million.

Also, on January 14, 2020, we, the Operating Partnership, and MGP entered into an agreement for the Operating Partnership to waive its right to issue MGP Class A shares, in lieu of cash, to us in connection with us exercising our right to require the Operating Partnership to redeem the Operating Partnership units we hold, at a price per unit equal to a 3% discount to the ten day average closing price prior to the date of the notice of redemption. The waiver was effective upon closing of the transaction on February 14, 2020 and terminates on the earlier of February 14, 2022 or us receiving cash proceeds of $1.4 billion as consideration for the redemption of our Operating Partnership units.

Key performance indicators related to gaming and hotel revenue are:

•

Gaming revenue indicators: table games drop and slots 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 – 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. Rooms that were out of service during the first quarter of 2020 as a result of property closures due to the COVID-19 pandemic were excluded from the available room count when calculating hotel occupancy and REVPAR.

Additional key performance indicators at MGM China are:

•

Gaming revenue indicators - MGM China utilizes “turnover,” which is the sum of nonnegotiable chip wagers won by MGM China calculated as nonnegotiable chips purchased plus nonnegotiable chips exchanged less nonnegotiable chips returned. Turnover provides a basis for measuring VIP casino win percentage. Win for VIP gaming operations at MGM China is typically in the range of 2.6% to 3.3% of turnover.

Results of Operations

Summary Financial Results

The following table summarizes our consolidated financial results for the three months ended March 31, 2020 and 2019:

	Three Months Ended
	March 31,
	2020		2019
	(In thousands)
Net revenues	$	2,252,817	$	3,176,911
Operating income		1,250,845		370,260
Net income		674,519		66,157
Net income attributable to MGM Resorts International		806,869		31,297

Summary Operating Results

Consolidated net revenues decreased 29% for the quarter ended March 31, 2020 compared to the prior year quarter due primarily to the temporary suspension of our domestic and Macau casino operations and continued travel restrictions, discussed above, which resulted in a 63% decrease in net revenues at MGM China, a 21% decrease in net revenues at our Las Vegas Strip Resorts, and a 10% decrease in net revenues at our Regional Operations. In addition, the prior year quarter included $59 million in net revenues from Circus Circus Las Vegas, which was sold in December 2019.

Consolidated operating income increased $881 million to $1.3 billion for the quarter ended March 31, 2020 compared to the prior year quarter. The current quarter included a $1.5 billion gain related to the MGM Grand Las Vegas and Mandalay Bay real estate transaction, which was partially offset by the decrease in net revenues discussed above, a $49 million increase in general and administrative expense, a $14 million increase in corporate expense, and a $46 million increase in property transactions, net. Corporate expense, including share-based compensation for corporate employees, included $44 million in CEO transition expense and $4 million in corporate initiatives costs in the current year quarter. Included in the CEO transition expense is $20 million of stock compensation expense, of which approximately $13 million related to the modification and accelerated vesting of outstanding stock

compensation awards. The prior year quarter included $20 million in Empire City acquisition costs, primarily related to transfer taxes and advisory fees, $12 million in costs incurred to implement the MGM 2020 Plan, of which $4 million is included in the restructuring costs discussed below, and $3 million in finance modernization initiative costs. Property transactions, net increased in the current quarter compared to the prior year quarter due primarily to a $38 million other-than-temporary impairment charge on an equity method investment. General and administrative expense increased in the current quarter compared to the prior year quarter due primarily to rent expense associated with the Bellagio BREIT Venture and MGP BREIT Venture leases, partially offset by $41 million in restructuring costs incurred in the prior year quarter related to severance, accelerated stock compensation expense and consulting fees directly related to the operating model component of the MGM 2020 Plan.

Net Revenues by Segment

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

	Three Months Ended
	March 31,
	2020			2019
	(In thousands)
Las Vegas Strip Resorts
Table games win	$	195,547		$	223,024
Slots win		230,376			278,586
Other		14,517			19,165
Less: Incentives		(165,767	)		(196,071	)
Casino revenue		274,673			324,704
Rooms		362,864			468,852
Food and beverage		288,763			365,522
Entertainment, retail and other		207,506			269,110
Non-casino revenue		859,133			1,103,484
		1,133,806			1,428,188
Regional Operations
Table games win		164,198			198,075
Slots win		494,255			520,319
Other		81,853			66,611
Less: Incentives		(203,676	)		(210,849	)
Casino revenue		536,630			574,156
Rooms		55,879			71,798
Food and beverage		95,092			117,879
Entertainment, retail and other		38,059			40,112
Non-casino revenue		189,030			229,789
		725,660			803,945
MGM China
VIP table games win		108,543			342,407
Main floor table games win		187,610			444,602
Slots win		28,918			68,444
Less: Commissions and incentives		(84,657	)		(191,888	)
Casino revenue		240,414			663,565
Rooms		15,209			33,564
Food and beverage		12,780			30,713
Entertainment, retail and other		3,484			6,362
Non-casino revenue		31,473			70,639
		271,887			734,204
Reportable segment net revenues		2,131,353			2,966,337
Corporate and other		121,464			210,574
	$	2,252,817		$	3,176,911

Las Vegas Strip Resorts

Las Vegas Strip Resorts casino revenue decreased 15% for the quarter ended March 31, 2020 compared to the prior year quarter due primarily to the temporary closure of our properties, discussed above, which resulted in decreases in table games win and slots win of 12% and 17%, respectively. In addition, the prior year quarter included casino revenue from Circus Circus Las Vegas. Excluding Circus Circus Las Vegas, casino revenue decreased 12% compared to the prior year quarter.

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

	Three Months Ended
	March 31,
	2020	2019
	(Dollars in millions)
Table Games Drop	$841	$968
Table Games Win %	23.2%	23.0%
Slots Handle	$2,457	$3,051
Slots Hold %	9.4%	9.1%

Las Vegas Strip Resorts rooms revenue decreased 23% for the quarter ended March 31, 2020 compared to the prior year quarter primarily due to the decrease in available rooms related to the temporary closure of our properties, as discussed above. The prior year quarter included rooms revenue from Circus Circus Las Vegas. Excluding Circus Circus Las Vegas, rooms revenue decreased 18% compared to the prior year quarter.

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

	Three Months Ended
	March 31,
	2020	2019
Occupancy	88%	90%
Average Daily Rate (ADR)⁽¹⁾	$183	$173
Revenue per Available Room (REVPAR)⁽¹⁾	$160	$155

(1)	For the three months ended March 31, 2020, ADR and REVPAR include rooms in service at our Las Vegas Strip Resorts through March 16, 2020.

Las Vegas Strip Resorts food and beverage revenue and entertainment, retail and other revenue decreased 21% and 23% for the quarter ended March 31, 2020 compared to the prior year quarter, respectively, primarily due to the temporary closure of our properties, as discussed above. The prior year quarter included food and beverage revenue and entertainment, retail and other revenue from Circus Circus Las Vegas. Excluding Circus Circus Las Vegas, each of food and beverage revenue and entertainment, retail and other revenue decreased 19% compared to the prior year quarter.

Regional Operations

Regional Operations casino revenue decreased 7% for the quarter ended March 31, 2020 compared to the prior year quarter due primarily to the temporary closure of our properties, as discussed above, which resulted in decreases in table games win and slots win of 17% and 5%, respectively. The current year quarter included casino revenue from MGM Northfield Park’s operations, which were acquired from MGP on April 1, 2019, for which casino revenues would have decreased by 15% if not included.

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

	Three Months Ended
	March 31,
	2020	2019
	(Dollars in millions)
Table Games Drop	$844	$1,013
Table Games Win %	19.4%	19.5%
Slots Handle	$5,170	$5,627
Slots Hold %	9.6%	9.2%

Regional Operations rooms revenue decreased 22% for the quarter ended March 31, 2020 compared to the prior year quarter primarily due to the decrease in available rooms related to the temporary closure of our properties, as discussed above.

Regional Operations food and beverage revenue and entertainment, retail and other revenue decreased 19% and 5% for the quarter ended March 31, 2020, compared to the prior year quarter, respectively, primarily due to the temporary closure of our properties, as discussed above. The current year quarter included food and beverage revenue and entertainment, retail and other revenue from MGM Northfield Park, for which food and beverage revenue and entertainment, retail and other revenue would have decreased by 24% and 14%, respectively, if not included.

MGM China

The following table shows key gaming statistics for MGM China:

	Three Months Ended
	March 31,
	2020	2019
	(Dollars in millions)
VIP Table Games Turnover	$3,425	$10,011
VIP Table Games Win %	3.2%	3.4%
Main Floor Table Games Drop	$777	$1,993
Main Floor Table Games Win %	24.1%	22.3%

MGM China net revenues decreased 63% for the quarter ended March 31, 2020 compared to the prior year quarter primarily due to the suspension of operations for a 15-day period in February and ongoing travel and entry restrictions in Macau, as discussed above, as well as restrictions on the number of table games allowed to operate and restrictions on the number of seats available at each table. VIP table games win decreased 68% and main floor table games win decreased 58% compared to the prior year quarter.

Corporate and other

Corporate and other revenue includes revenues from other corporate operations, management services and reimbursed costs revenue primarily related to our CityCenter management agreement. Corporate and other revenue decreased $89 million which primarily reflects that the prior year quarter included $68 million in net revenues from MGP’s Northfield casino, which represents revenues prior to our acquisition of MGM Northfield Park’s operations from MGP on April 1, 2019. Reimbursed costs revenue represents reimbursement of costs, primarily payroll-related, incurred by us in connection with the provision of management services and was $98 million and $112 million for the quarter ended March 31, 2020 and 2019, respectively. See below for additional discussion of our share of operating results from unconsolidated affiliates.

Adjusted EBITDAR

The following table presents a detail of Adjusted EBITDAR. Management uses Adjusted Property EBITDAR as the primary profit measure for its reportable segments. See “Non-GAAP Measures” for additional information.

	Three Months Ended
	March 31,
	2020			2019
	(In thousands)
Las Vegas Strip Resorts	$	267,599		$	403,651
Regional Operations		151,720			211,797
MGM China		(21,990	)		192,811
Reportable segment Adjusted Property EBITDAR		397,329			808,259
Corporate and other		(102,237	)		(60,531	)
Adjusted EBITDAR	$	295,092		$	747,728

Las Vegas Strip Resorts

Adjusted Property EBITDAR at our Las Vegas Strip Resorts decreased 34% and Adjusted Property EBITDAR margin decreased 466 basis points to 23.6% for the quarter ended March 31, 2020 compared to the prior year quarter primarily as a result of the decrease in revenues resulting from the temporary closure of our properties, as discussed above.

Regional Operations

Adjusted Property EBITDAR at our Regional Operations decreased 28% and Adjusted Property EBITDAR margin decreased by 544 basis points to 20.9% for the quarter ended March 31, 2020 compared to 26.3% in the prior year quarter, primarily as a result of the decrease in revenues resulting from the temporary closure of our properties, as discussed above, partially offset by the inclusion of MGM Northfield Park’s operating results in the current year quarter.

MGM China

MGM China’s Adjusted Property EBTIDAR loss was $22 million for the quarter ended March 31, 2020 compared to Adjusted Property EBITDAR of $193 million in the prior year quarter due primarily to the decrease in revenues resulting from the temporary suspension of casino operations for a 15-day period in February and ongoing travel and entry restrictions in Macau, as well as restrictions on the number of table games allowed to operate and restrictions on the number of seats available at each table, as discussed above. The current quarter included $5 million of license fee expense compared to $13 million in the prior year quarter.

Corporate and other

Adjusted EBITDAR related to corporate and other for the quarter ended March 31, 2020 decreased $42 million compared to the prior year quarter due primarily to a decrease in operating results at our unconsolidated affiliates in the current quarter and the inclusion of $23 million of Adjusted Property EBITDAR related to MGM Northfield Park’s operating results, prior to our acquisition of the operations from MGP on April 1, 2019, in the prior year quarter.

Operating Results – Income from Unconsolidated Affiliates

The following table summarizes information related to our income from unconsolidated affiliates:

	Three Months Ended
	March 31,
	2020			2019
	(In thousands)
CityCenter	$	20,666		$	34,849
MGP BREIT Venture		19,950			—
Other		(4,868	)		3,900
	$	35,748		$	38,749

As of March 17, 2020, CityCenter temporary closed to the public as a result of the unprecedented public health crisis from the COVID-19 pandemic described above. Our share of CityCenter’s operating income, including certain basis difference adjustments, for the quarter ended March 31, 2020 was $21 million compared to $35 million in the prior year quarter due primarily to a decrease in casino and non-casino revenues as a result of such closure. CityCenter’s casino revenues decreased 35% for the quarter ended March 31, 2020 compared to the prior year quarter, and non-casino revenues decreased 18% for the quarter ended March 31, 2020 compared to the prior year quarter due to the closure.

Our share of MGP BREIT Venture’s operating income was $20 million for the quarter ended March 31, 2020 as the Operating Partnership owned its 50.1% interest in the venture beginning February 14, 2020.

Non-operating Results

Interest Expense

Gross interest expense for the quarter ended March 31, 2020 decreased $62 million compared to the prior year quarter due to the decrease in average debt outstanding under our senior credit facilities and senior notes due to early retirement of debt discussed below, as well as due to a decrease in the weighted average interest rate related to our senior credit facility and senior notes. See Note 4 to the accompanying consolidated financial statements for additional discussion on long-term debt and see “Liquidity and Capital Resources” for additional discussion on issuances and repayments of long-term debt and other sources and uses of cash.

Other, net

Other expenses for the quarter ended March 31, 2020 increased $126 million compared to the prior year quarter, primarily due to a $109 million loss incurred on the early retirement of debt related to our senior notes and the termination of our revolving facility, as well as an $18 million loss incurred on the early retirement of debt related to the Operating Partnership’s repayment of its term loan A facility and its term loan B facility, partially offset by an $8 million remeasurement gain on MGM China’s U.S. dollar-denominated senior notes. Refer to Note 4 for further discussion of our long-term debt.

Income Taxes

Our effective tax rate for the three months ended March 31, 2020 was 28.0% compared to 51.9% in the prior year quarter. The effective tax rate for the three months ended March 31, 2020 was driven primarily by tax expense recorded on the MGP BREIT Venture Transaction and adjustments to valuation allowances for Macau deferred tax assets and foreign tax credits. The prior year quarter was unfavorably impacted by the remeasurement of Macau deferred taxes due to the extension of the subconcession agreement in Macau, the recording of deferred state taxes resulting from the Empire City Acquisition and adjustments to our foreign tax credit valuation allowance.

The annual effective tax rate calculation for all periods is impacted by assumptions made regarding projected foreign tax credit usage and valuation allowance. See Note 5 in the accompanying consolidated financial statements for further discussion.

Non-GAAP Measures

“Adjusted EBITDAR” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, gain on REIT transactions, net, CEO transition expense, restructuring costs (which represents costs related to severance, accelerated stock compensation expense, and consulting fees directly related to the operating model component of the MGM 2020 Plan), rent expense associated with triple net operating and ground leases, income from unconsolidated affiliates related to investments in REITs, and property transactions, net. We utilize “Adjusted Property EBITDAR” as the primary profit measures for our reportable segments and underlying operating segments. Adjusted Property EBITDAR is a measure defined as Adjusted EBITDAR before corporate expense and stock compensation expense, which are not allocated to each operating segment, and before rent expense related to the master lease with MGP that eliminates in consolidation. We manage capital allocation, tax planning, stock compensation, and financing decisions at the corporate level. “Adjusted Property EBITDAR margin” is Adjusted Property EBITDAR divided by related segment net revenues.

Adjusted EBITDAR information 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 these measures are 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, Adjusted Property EBITDAR, and Adjusted Property EBITDAR margin 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 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 changed its non-GAAP measures as a result of the Bellagio real estate transaction in the fourth quarter of 2019, including recasting prior periods, to exclude rent expense associated with triple net operating leases and ground leases. We believe excluding rent expense associated with triple net operating leases and ground leases provides useful information to analysts, lenders, financial institutions, and investors when valuing us, as well as comparing our results to other gaming companies, without regard to differences in capital structure and leasing arrangements since the operations of other gaming companies may or may not include triple net operating leases or ground leases. However, as discussed herein, Adjusted EBITDAR and Adjusted Property EBITDAR should not be viewed as measures of overall operating performance, considered in isolation, or as an alternative to net income, because these measures are not presented on a GAAP basis and exclude certain expenses, including the rent expense associated with our triple net operating and ground leases, and are provided for the limited purposes discussed herein.

Adjusted EBITDAR, Adjusted Property EBITDAR and Adjusted Property EBITDAR margin should not be construed as alternatives to operating income or net income, as indicators of our performance; or as alternatives to cash flows from operating activities, as measures of liquidity; or as any other measure determined in accordance with generally accepted accounting principles. 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, Adjusted Property EBITDAR or Adjusted Property EBITDAR margin. Also, other companies in the gaming and hospitality industries that report Adjusted EBITDAR, Adjusted Property EBITDAR or Adjusted Property EBITDAR margin information may calculate Adjusted EBITDAR, Adjusted Property EBITDAR or Adjusted Property EBITDAR margin in a different manner and such differences may be material.

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

	Three Months Ended
	March 31,
	2020			2019
	(In thousands)
Net income attributable to MGM Resorts International	$	806,869		$	31,297
Plus: Net income (loss) attributable to noncontrolling interests		(132,350	)		34,860
Net income		674,519			66,157
Provision for income taxes		262,304			71,511
Income before income taxes		936,823			137,668
Non-operating (income) expense
Interest expense, net of amounts capitalized		157,137			216,120
Non-operating items from unconsolidated affiliates		32,621			18,165
Other, net		124,264			(1,693	)
		314,022			232,592
Operating income		1,250,845			370,260
Preopening and start-up expenses		122			3,287
Property transactions, net		54,975			8,776
Gain on REIT transactions, net		(1,491,945	)		—
Depreciation and amortization		318,290			316,414
CEO transition expense		44,401			—
Restructuring		—			41,098
Triple net operating lease and ground lease rent expense		141,918			7,893
Income from unconsolidated affiliates related to investments in REITs		(23,514	)		—
Adjusted EBITDAR	$	295,092		$	747,728

Guarantor Financial Information

As of March 31, 2020, 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 MGP, the Operating Partnership, MGM Grand Detroit, MGM National Harbor, MGM Springfield, and each of their respective subsidiaries. Our subsidiaries, including MGM China and its subsidiaries, are also not guarantors of our principal debt arrangements. In the event that any subsidiary is no longer a guarantor of our credit facility or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing senior notes. 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 guaranty 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 worthless.

The summarized financial information of us and our guarantor subsidiaries, on a combined basis, is presented below. Certain of our guarantor subsidiaries collectively own Operating Partnership units and each subsidiary accounts for its respective investment under the equity method within the summarized financial information presented below. These subsidiaries have also accounted for the MGP master lease as an operating lease, recording operating lease liabilities and operating ROU assets with the related rent expense of guarantor subsidiaries reflected within the summarized financial information.

	March 31,		December 31,
	2020		2019
Balance Sheet	(In thousand)
Current assets	$	5,221,297	$	3,013,995
Investment in the MGP Operating Partnership		2,663,869		2,738,897
Intercompany accounts due from non-guarantor subsidiaries		41,369		40,368
MGP master lease right-of-use asset, net		6,793,873		8,479,721
Other long-term assets		12,750,706		9,477,605
MGP master lease operating lease liabilities – current		138,241		165,656
Other current liabilities		1,872,315		2,278,445
MGP master lease operating lease liabilities – noncurrent		7,296,451		8,960,267
Other long-term liabilities		16,048,379		10,858,422

	Three Months Ended
	March 31,
	2020
Income Statement	(In thousand)
Net revenues	$	1,633,530
MGP master lease rent expense		(159,183	)
Operating income (loss)		1,454,489
Income (loss) from continuing operations		1,266,953
Net income (loss)		1,026,103
Net income (loss) attributable to MGM Resorts International		1,026,103

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, tax payments or refunds, and distributions from unconsolidated affiliates. Cash used in operating activities was $423 million in the three months ended March 31, 2020 compared to cash provided by operating activities of $400 million in the three months ended March 31, 2019. Operating cash flows were significantly negatively impacted by the temporary suspension of our domestic and Macau operations and continued travel restrictions resulting from the COVID-19 pandemic discussed above. In addition to the decrease in our operating results across all properties, the current year period was negatively affected by a change in working capital primarily related to gaming and non-gaming deposits, gaming taxes and other gaming liabilities, and payroll related liabilities, partially offset by a decrease in cash paid for interest, as discussed in “Non-operating Results”.

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 provided by investing activities was $2.4 billion in the three months ended March 31, 2020 compared to cash used in investing activities of $727 million in the three months ended March 31, 2019. The change was due primarily to $2.5 billion in net cash proceeds from the sale of the real estate of Mandalay Bay and MGM Grand Las Vegas in the current year quarter compared to an outflow of $536 million for the Empire City acquisition in the prior year quarter, and a decrease of $110 million in capital expenditures, partially offset by a $31 million decrease in distributions from unconsolidated affiliates. In the prior year quarter distributions from unconsolidated affiliates related to our share of a $64 million dividend paid by CityCenter in 2019. The decrease in capital expenditures primarily reflects our efforts to reduce or defer planned domestic capital expenditures as we mitigate the impact of the COVID-19 pandemic on our operations and the substantial completion of our MGM Springfield development project, the

rebranding at Park MGM, and the expansion of the convention center at MGM Grand Las Vegas in the prior year, as discussed in further detail below.

Capital Expenditures

We made capital expenditures of $73 million in the three months ended March 31, 2020, of which $42 million related to MGM China. Capital expenditures at MGM China included $39 million related to projects at MGM Cotai and $3 million related to projects at MGM Macau. Capital expenditures at our Las Vegas Strip Resorts, Regional Operations and corporate entities of $31 million included expenditures relating to information technology, and various room, restaurant, and entertainment venue remodels.

We made capital expenditures of $183 million in the three months ended March 31, 2019, of which $44 million related to MGM China. Capital expenditures at MGM China included $32 million related to projects at MGM Cotai and $12 million related to projects at MGM Macau. Capital expenditures at our Las Vegas Strip Resorts, Regional Operations and corporate entities of $140 million included $24 million related to the construction of MGM Springfield, $22 million related to the Park MGM rebranding project, as well as expenditures relating to information technology, the expansion of the convention center at MGM Grand Las Vegas and various room, restaurant, and entertainment venue remodels.

Financing activities. Cash provided by financing activities increased to $1.7 billion in the three months ended March 31, 2020 from $25 million in the three months ended March 31, 2019. In the three months ended March 31, 2020 we had net proceeds from the incurrence of bridge loan facility of $1.3 billion, net proceeds of $525 million from MGP’s Class A share issuances, net debt borrowed of $443 million as further discussed below, and we repurchased $354 million of our common stock. In comparison in the prior year quarter we repaid net debt of $390 million and had net proceeds from MGP’s issuance of Class A shares in January 2019 of $548 million.

Borrowings and Repayments of Long-term Debt

During the three months ended March 31, 2020, we borrowed net debt of $443 million which consisted of $1.5 billion of borrowings on our senior credit facility, $1.35 billion of borrowings on the Operating Partnership's senior credit facility, and $158 million of net borrowings on MGM China’s revolving facility, partially offset by the repayment of $399 million of the Operating Partnership’s term loan A facility and $1.3 billion of the Operating Partnership’s term loan B facility, and the purchase of $750 million in aggregate amount of our senior notes through our cash tender offers.

In February 2020, in connection with the MGP BREIT Venture Transaction, we used proceeds from the transaction to repay the $1.5 billion outstanding on our existing revolving facility in full and entered into an unsecured credit agreement, comprised of a $1.5 billion unsecured revolving facility that matures on February 2025.

In February 2020, as a result of the MGP BREIT Venture Transaction, the Operating Partnership repaid its $1.3 billion outstanding term loan B facility in full with the proceeds of a bridge facility, which was then assumed by the MGP BREIT Venture. Additionally, the Operating Partnership used the proceeds from the settlement of the forward equity issuances to pay off all $399 million outstanding on the term loan A facility in full.

In March 2020, with certain of the proceeds from the MGP BREIT Venture Transaction, we completed cash tender offers for an aggregate amount of $750 million of our senior notes, comprised of $325 million principal amount of our outstanding 5.75% senior notes due 2025, $100 million principal amount of our outstanding 4.625% senior notes due 2026, and $325 million principal amount of our outstanding 5.5% senior notes due 2027.

During the three months ended March 31, 2019, we repaid net debt of $390 million which primarily consisted of the repayment of our $850 million 8.625% notes due 2019, the Operating Partnership’s issuance of $750 million 5.75% senior notes due 2027, $320 million of net borrowings on our senior credit facility, $140 million of net repayments on our MGM China credit facility, and $470 million of net repayments on the Operating Partnership’s senior credit facility. The proceeds of the Operating Partnership’s $750 million notes issuance along with the proceeds from MGP’s Class A share issuance, discussed above, were primarily used to finance MGP’s acquisition of the real property associated with Empire City, finance the Park MGM Lease Transaction, and repay amounts drawn under the Operating Partnership’s revolving credit facility. The draws under our senior credit facility were primarily used to repay our senior notes due 2019, partially finance our acquisition of Empire City and pay dividends. Additionally, we paid $10 million of debt issuance costs related to the issuance of the Operating Partnership’s senior notes.

Dividends, Distributions to Noncontrolling Interest Owners and Share Repurchases

During the three months ended March 31, 2020, we repurchased and retired $354 million of our common stock pursuant to our current $2.0 billion stock repurchase plan. We did not repurchase any shares during the three months ended March 31, 2019. The remaining availability under our $2.0 billion stock repurchase program was approximately $4 million as of March 31, 2020, and the remaining availability under the $3.0 billion stock repurchase program was $3.0 billion as of March 31, 2020.

During the three months ended March 31, 2020, we paid a dividend of $0.15 per share, totaling $74 million, compared to a dividend of $0.13 per share, totaling $70 million, paid in the three months ended March 31, 2019.

The Operating Partnership paid the following distributions to its partnership unit holders during the three months ended March 31, 2020 and 2019:

•

$147 million of distributions paid in January 2020, of which we received $94 million and MGP received $53 million, which MGP concurrently paid as a dividend to its Class A shareholders; and

•

$119 million of distributions paid in January 2019, of which we received $87 million and MGP received $32 million, which MGP concurrently paid as a dividend to its Class A shareholders.

Other Factors Affecting Liquidity

Anticipated uses of cash. We require a certain amount of cash on hand to operate our resorts. 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 borrowings under our senior secured 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 senior secured credit facility and Delaware law, as applicable. We have significant outstanding debt, interest payments, and contractual obligations in addition to planned capital expenditures.

We held cash and cash equivalents of $6.0 billion at March 31, 2020, of which MGM China held $381 million and the Operating Partnership held $1.8 billion. At March 31, 2020, we had $11.8 billion in principal amount of indebtedness, including $1.5 billion outstanding under our senior secured credit facility, $1.35 billion outstanding under the Operating Partnership credit facility, and $826 million outstanding under the $1.25 billion MGM China revolving credit facility.

The spread of COVID-19 and developments surrounding the global pandemic have had, and we expect will continue to have, a significant impact on our business, results of operations and financial condition. As of March 17, 2020, all of our domestic properties were temporarily closed to the public and have remained closed pursuant to state and local government requirements as a result of the unprecedented public health crisis from the COVID-19 pandemic. As a result, our properties are effectively generating no revenue. While our properties are closed, we still face significant fixed and variable costs. We have engaged in aggressive efforts to reduce expenses during this time.

As of March 31, 2020, we are required to make annual rent payments of $813 million under the master lease with MGP, or $429 million net of expected distributions of $384 million from MGP based on MGP’s current annualized dividend rate of $1.90 per share and our 60.6% economic ownership, annual rent payments of $245 million under the lease with Bellagio BREIT Venture, and annual rent payments of $292 million under the lease with MGP BREIT Venture, which leases are also subject to annual escalators. On April 1, 2020, the annual rent payments under the master lease with MGP increased to $828 million, or $444 million net of expected distributions, as a result of the 2% fixed rent escalator in connection with the beginning of the fifth lease year. We, excluding MGM China and MGP, have no debt maturing prior to 2022 and currently estimate that while all of our domestic properties are closed, our cash outflows inclusive of net rent, interest, corporate and operating expenses and expected capital expenditures, are approximately $270 million per month. Our Macau properties are currently incurring cash operating expenses, exclusive of rent, interest, variable gaming taxes, corporate expense and expected capital expenditures, of approximately $1.5 million per day, which is significantly in excess of amounts being earned at those properties. MGM China is evaluating its capital spend projects and expects to make capital investments of $75 million to $100 million during the remainder of the year. These estimates are based on current expectations and assumptions, and our actual level of cash outflows (and the actual level of MGM China expenses) could be impacted by unanticipated developments or by events beyond our or MGM China’s control. In addition to our cash and cash equivalent balance, we have significant real estate assets and other holdings. We own MGM Springfield and a 50% interest in CityCenter in Las Vegas, an approximate 56% interest in MGM China, and a 60.6% economic interest in MGP. We have also entered into an agreement with MGP to receive cash for up to $1.4 billion of our existing operating partnership units, which we have not exercised.

The COVID-19 pandemic has caused, and is continuing to cause, significant disruption in the financial markets both globally and in the United States, and will continue to impact, possibly materially, our business, financial condition and results of operations. We cannot predict the degree, or duration, to which our operations will be affected by the COVID-19 outbreak, and the effects could be material. While we believe our strong liquidity position, valuable unencumbered assets and aggressive cost reduction initiatives will enable us to fund our current obligations for the foreseeable future, COVID-19 has resulted in significant disruption of global financial markets, which could have a negative impact on our ability to access capital in the future. We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to further adjust our operating plan, including when and how we are able to re-open our properties. Because the situation is ongoing, and because the duration and severity remain unclear, it is difficult to forecast any impacts on our future results. However, we currently expect the COVID-19 outbreak to impact our operations for the quarter ending June 30, 2020 more significantly than it has impacted the quarter ended March 31, 2020, primarily as a result of the continued closure of our domestic properties for all, or a significant portion, of the second quarter.

Due to the continued impact of the outbreak of COVID-19, MGM China entered into a further amendment to its credit agreement, effective April 9, 2020 that provided for a waiver of its maximum leverage ratio extending through the second quarter of 2021, and a waiver of its minimum interest coverage ratio beginning in the second quarter of 2020 through the second quarter of 2021.

In April 2020, we amended our credit facility to provide us with certain relief from the effects of the COVID-19 pandemic. The amendment provides us a waiver of the financial maintenance covenants for the period beginning with the quarter ending June 30, 2020 through the earlier of (x) the date we deliver to the administrative agent a compliance certificate with respect to the quarter ending June 30, 2021 and (y) the date we deliver to the administrative agent an irrevocable notice terminating the covenant relief period (such period, the “covenant relief period”). In connection with the amendment, we pledged the Operating Partnership units held by loan parties under the credit agreement to the lenders as collateral. We also agreed to certain limitations including, among other things, further restricting our ability to incur debt and liens, make restricted payments, make investments and prepay subordinated debt. In addition, in connection with the amendment, we agreed to a liquidity test that requires our borrower group (as defined in the credit agreement) to maintain a minimum liquidity level of not less than $600 million (including unrestricted cash, cash equivalents and availability under the revolving credit facility), tested at the end of each month during the covenant relief period.

Additionally, in April 2020, we commenced an offering for $750 million in aggregate principal amount of 6.750% senior notes due 2025, which is scheduled to close on May 4, 2020, subject to customary closing conditions. We intend to use the net proceeds from the offering of the notes, for general corporate purposes, including, without limitation, further increasing our liquidity position.

In March 2020, MGM China’s Board of Directors recommended a final dividend for 2019 of $41 million, to be paid in 2020 if approved at the upcoming annual shareholders meeting on May 28, 2020, of which we would receive $23 million and noncontrolling interests would receive $18 million.

In April 2020, the Operating Partnership paid $158 million of distributions to its partnership unit holders, of which we received $96 million and MGP received $62 million, which MGP concurrently paid as a dividend to its Class A shareholders.

In April 2020, CityCenter paid a $101 million dividend, of which we received our 50% share, or approximately $51 million.

On April 30, 2020, our Board of Directors approved a quarterly dividend of $0.0025 per share. The dividend will be payable on June 15, 2020 to holders of record on June 10, 2020. 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.

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, 2019. There have been no significant changes in our critical accounting policies and estimates since year end.

As discussed elsewhere, in response to the outbreak of COVID-19 and the corresponding actions taken to mitigate the spread of the virus, we temporarily suspended operations at our domestic properties. Although our casinos in Macau have re-opened, such properties have experienced significant declines in results given the continued impact of restrictions on travel and operations. As a result, we considered whether circumstances triggered a quantitative review of our goodwill and indefinite-lived intangible assets. We considered the results of our 2019 impairment analysis in which we concluded, for those tested qualitatively, that it was more likely than not that the fair values of our reporting units and indefinite-lived intangibles exceeded their carrying values by a substantial margin and, for those tested quantitatively, that the fair value exceeded carrying value by a substantial margin. We also considered our current market capitalization which indicates a decline in fair values, however, the carrying values of our reporting units continue to be less than the corresponding implied fair values. As of March 31, 2020, we continue to conclude that it is more-likely-than-not that the fair values continue to exceed carrying values and, accordingly, an interim quantitative impairment review of our goodwill and indefinite-lived intangible assets was not triggered.

However, management makes significant judgments and estimates as part of these analyses. If our properties stay closed for longer than management’s expectations or operations do not ramp upon re-opening, it could cause carrying values of the intangibles to exceed their fair values in future periods, potentially resulting in an impairment charge. In addition, the determination of multiples, capitalization rates and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions.

Market Risk

In addition to the inherent risks associated with our normal operations, we are also exposed to additional market risks. Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. Our primary exposure to market risk is 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 and by utilizing interest rate swap agreements that provide for a fixed interest payment on the Operating Partnership’s credit facility. 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. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions.

As of March 31, 2020, variable rate borrowings represented approximately 20% of our total borrowings after giving effect to the currently effective interest rate swap agreements on which the Operating Partnership pays a weighted average of 1.821% on a total notional amount of $1.9 billion. Additionally, the Operating Partnership has $900 million of notional amount of forward starting swaps that are not currently effective. The following table provides additional information about our gross long-term debt subject to changes in interest rates excluding the effect of the Operating Partnership interest rate swaps discussed above:

																				Fair Value
	Debt maturing in																			March 31,
	2020		2021		2022			2023			2024			Thereafter			Total			2020
	(In millions)
Fixed-rate	$	—	$	—	$	1,000		$	1,250		$	1,800		$	4,100		$	8,150		$	7,474
Average interest rate	N/A		N/A			7.8	%		6.0	%		5.5	%		5.4	%		5.8	%
Variable rate	$	—	$	—	$	—		$	1,350		$	826		$	1,489		$	3,665		$	3,665
Average interest rate	N/A		N/A		N/A				3.2	%		4.1	%		2.9	%		3.3	%

In addition to the risk associated with our variable interest rate debt, we are also exposed to risks related to changes in foreign currency exchange rates, mainly related to MGM China and to our operations at MGM Macau and MGM Cotai. 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. We cannot assure you that the Hong Kong dollar will continue to be pegged to the U.S. dollar or the current peg rate for the Hong Kong dollar will remain at the same level. The possible changes to the peg of the Hong Kong dollar may result in severe fluctuations in the exchange rate thereof. For U.S. dollar denominated debt incurred by MGM China, fluctuations in the exchange rates of the Hong Kong dollar in relation to the U.S. dollar could have adverse effects on our financial position and results of operations. As of March 31, 2020, a 1% weakening of the Hong Kong dollar (the functional currency of MGM China) to the U.S. dollar would result in a foreign currency transaction loss of $15 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, our estimated monthly cash outflows while our domestic properties remain closed as a result of the COVID-19 pandemic, execution of the MGM 2020 Plan and our asset light strategy, our ability to generate significant cash flow and execute on ongoing and future projects, including the development of an integrated resort in Japan, amounts we will spend in capital expenditures and investments, our expectations with respect to future share purchases and cash dividends on our common stock, dividends and distributions we will receive from MGM China, the Operating Partnership or CityCenter, and amounts projected to be realized as deferred tax assets. 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:

•

the global COVID-19 pandemic has materially impacted our business, financial results and liquidity, and such impact could worsen and last for an unknown period of time;

•

all of our domestic properties are currently closed, and we are unable to predict when all, or any of, such properties will re-open to the public, or the period of time required for the ramp-up of operations upon re-opening;

•

we have undertaken aggressive actions to reduce costs and improve efficiencies to mitigate losses as a result of the COVID-19 pandemic, which could negatively impact guest loyalty and our ability to attract and retain employees;

•

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;

•

our substantial indebtedness and significant financial commitments, including the fixed component of our rent payments to MGP, rent payments to the Bellagio BREIT Venture and to the MGP BREIT Venture, and guarantees we provide of the indebtedness of the Bellagio BREIT Venture and MGP BREIT Venture could adversely affect our development options and financial results and impact our ability to satisfy our obligations;

•

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 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 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 possibility that we may not realize all of the anticipated benefits of our MGM 2020 Plan or our asset light strategy;

•

our ability to pay ongoing regular dividends is subject to the discretion of our board of directors and certain other limitations;

•

nearly 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 MGP, as the lessor for a significant portion of our properties, may adversely impair our operations;

•

the fact that MGP has adopted a policy under which certain transactions with us, including transactions involving consideration in excess of $25 million, must be approved in accordance with certain specified procedures;

•

restrictions on our ability to have any interest or involvement in gaming businesses in China, Macau, Hong Kong and Taiwan, other than through MGM China;

•

the ability of the Macau government to terminate MGM Grand Paradise’s subconcession under certain circumstances without compensating MGM Grand Paradise, exercise its redemption right with respect to the subconcession, or refuse to grant MGM Grand Paradise an extension of the subconcession in 2022;

•

the dependence of MGM Grand Paradise upon gaming promoters for a significant portion of gaming revenues in Macau;

•

changes to fiscal and tax policies;

•

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;

•

extreme weather conditions or climate change may cause property damage or interrupt business;

•

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, including our investment in CityCenter, 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 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;

•

risks related to pending claims that have been, or future claims that may be brought against us;

•

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 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 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;

•

increases in gaming taxes and fees in the jurisdictions in which we operate; 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.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

We incorporate by reference the information appearing under “Market Risk” in Part I, Item 2 of this Form 10-Q.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) were effective as of March 31, 2020 to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and regulations and to provide that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures. This conclusion is based on an evaluation as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act conducted under the supervision and participation of the principal executive officer and principal financial officer along with company management.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2020, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have commenced finance modernization initiatives to implement new accounting systems, which are expected to improve the efficiency of certain business processes. We will continue to monitor and evaluate our internal control over financial reporting throughout the transformation.

Part II. OTHER INFORMATION

Item 1.

Legal Proceedings

October 1 litigation. We and/or certain of our subsidiaries were named as defendants in a number of lawsuits related to the October 1, 2017 shooting in Las Vegas. The matters involve in large degree the same legal and factual issues, each case being filed on behalf of individuals who are seeking damages for emotional distress, physical injury, medical expenses, economic damages and/or wrongful death. Lawsuits were first filed in October 2017 and include actions originally filed in the District Court of Clark County, Nevada and in the Superior Court of Los Angeles County, California. In June 2018, we removed to federal court all actions that remained pending in California and Nevada state courts. We also initiated declaratory relief actions in federal courts in various districts against individuals who had sued or stated an intent to sue.

In connection with the mediation of these matters, we and law firms representing plaintiffs in the majority of pending matters and purporting to represent substantially all claimants known to us (collectively, the “Claimants”) have entered into a settlement agreement (the “Settlement Agreement”) whereby, subject to the satisfaction of certain monetary and non-monetary conditions, our insurance carriers will deposit funds into a settlement fund covering the plaintiffs and certain other cases that emerged or were filed prior to October 1, 2019. Pursuant to the terms of the Settlement Agreement, we expect that the total amount placed in the fund to be between $735 million and $800 million, subject to and depending on obtaining a minimum level of participation with escalators based on greater participation increasing the amount payable up to $800 million in the event of 100% participation by certain categories of claimants, as defined in the Settlement Agreement. We have $751 million of insurance coverage available to fund. Following the mediation a few additional lawsuits were filed against us and/or certain of our subsidiaries. While it is possible that these lawsuits may be resolved as part of the Settlement Agreement, no assurances can be made that they will be included. Although we continue to believe we are not legally responsible for the perpetrator’s criminal acts, in the interest of avoiding protracted litigation and the related impact on the community, we believed it was in the best interests of all parties involved to negotiate and enter into the Settlement Agreement. As a result of the foregoing, we believe that it is probable a loss will be incurred and, as of March 31, 2020, we accrued a liability of $735 million, which represents the low end of the range of probable loss. In addition, we recorded an insurance receivable of $735 million, which represents the entire amount of the liability recorded for the settlement of these cases. While we intend for substantially all claimants to be covered by the Settlement Agreement, it remains possible that certain claimants may not join the settlement. In addition, no assurances can be given that the significant conditions to the Settlement Agreement will be satisfied by the Claimants.

If the conditions in the Settlement Agreement are not satisfied and the mediation stay is lifted, we are currently unable to reliably predict the future developments in, outcome of, and economic costs and other consequences of any such litigation related to this matter. We will continue to investigate the factual and legal defenses, and evaluate these matters based on subsequent events, new information and future circumstances. We intend to defend against any such lawsuits and believe we ultimately should prevail, but litigation of this type is inherently unpredictable. Although there are significant procedural, factual and legal issues to be resolved that could significantly affect our belief as to the possibility of liability, we currently believe that it is reasonably possible that we could incur liability in connection with certain of these lawsuits. The foregoing determination was made in accordance with generally accepted accounting principles, as codified in ASC 450-20, and is not an admission of any liability on our part or any of our affiliates. Given that these cases would be in the early stages, and in light of the uncertainties surrounding them, we do not currently possess sufficient information to determine a range of reasonably possible liability. The insurance carriers have not expressed a reservation of rights or coverage defense that affects our evaluation of potential losses in connection with these claims. Our general liability insurance coverage provides, as part of the contractual “duty to defend”, payment of legal fees and associated costs incurred to defend covered lawsuits that are filed arising from the October 1, 2017 shooting in Las Vegas. Payment of such fees and costs is in addition to (and not limited by) the limits of the insurance policies and does not erode the total liability coverage available.

Other. We are a party to various legal proceedings, most of which relate to routine matters incidental to our business. Management does not believe that the outcome of such proceedings will have a material adverse effect on our financial position, results of operations or cash flows.

Item 1A.

Risk Factors

A description of certain factors that may affect our future results and risk factors is set forth in our Annual Report on Form 10-K for the year ended December 31, 2019. There have been no material changes to those factors previously disclosed in our 2019 Annual Report on Form 10-K, except as discussed below.

The global COVID-19 pandemic has materially impacted our business, financial results and liquidity, and such impact could worsen and last for an unknown period of time. The global spread of the COVID-19 pandemic has been, and continues to be, complex and rapidly evolving, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation, stay-at-home directives, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, cancellation of events, including sporting events, concerts, conferences and meetings, and quarantines and lock-downs. The pandemic and its consequences have dramatically reduced travel and demand for hotel rooms and other casino resort amenities, which has had a negative impact on our results for the three months ended March 31, 2020 and which we expect to more significantly impact results for the quarter ending June 30, 2020 and potentially thereafter as a result of the increased geographic spread of the pandemic. In particular, all of our domestic properties have been required to close for an undetermined period of time pursuant to various state and local government regulations. While our properties in Macau resumed operations on February 20, 2020, the properties are still subject to limitations on the number of tables allowed to operate and the number of seats available at each table. In addition, several travel and entry restrictions in Macau, Hong Kong and certain cities and regions in mainland China remain in place (including the temporary suspension of the visa scheme, the temporary suspension of ferry services and other modes of transportation, and bans on entry or enhanced quarantine requirements), significantly impacting visitation to our Macau properties, which continue to have a material impact on MGM China’s results of operations.

The extent to which the COVID-19 pandemic impacts our business, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors that we may not be able to accurately predict or assess, including the duration and scope of the pandemic (and whether there is a, or multiple, resurgences in the future); the negative impact it has on global and regional economies and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; its short and longer-term impact on the demand for travel, transient and group business, and levels of consumer confidence even after travel advisories and restrictions are lifted; the ability of us and our business partners to successfully navigate the impacts of the pandemic; actions governments, businesses and individuals take in response to the pandemic, including limiting or banning travel and limiting or banning leisure, casino and entertainment (including sporting events) activities; and how quickly economies, travel activity, and demand for gaming, entertainment and leisure activities recovers after the pandemic subsides. The impact of the COVID-19 pandemic may also have the effect of exacerbating many of the other risks described in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our other filings incorporated by reference herein. As a result of the foregoing, we cannot predict the ultimate scope, duration and impact the COVID-19 pandemic will have on our results of operations, but we expect that it will continue to have a material impact on our business, financial condition, liquidity, results of operations (including revenues and profitability) and stock price.

In addition, although we are evaluating the available benefits under the CARES Act, we cannot predict the manner in which such benefits would be allocated or administered and we cannot assure you that we will be able to access such benefits in a timely manner or at all. Certain of the benefits we may seek to access under the CARES Act have not previously been administered on the present scale or at all. Government or third party program administrators may be unable to cope with the volume of applications in the near term and any benefits we receive may not be as extensive as those for which we may apply, may impose additional conditions and restrictions on our operations or may otherwise provide less relief than we contemplate. If the U.S. government or any other governmental authority agrees to provide crisis relief assistance that we accept, it may impose certain requirements on the recipients of the aid, including restrictions on executive officer compensation, dividends, prepayment of debt, limitations on debt and other similar restrictions that will apply for a period of time after the aid is repaid or redeemed in full. We cannot assure you that any such government crisis relief assistance will not significantly limit our corporate activities or be on terms that are favorable to us. Such restrictions and terms could adversely impact our business and operations.

Furthermore, this Form 10-Q includes estimates of our current and anticipated future cash outflows while our domestic properties remain closed as a result of the COVID-19 pandemic. Our actual level of cash outflows, however, could be impacted by unanticipated developments or by events beyond our control, and accordingly, there can be no assurances that our actual cash outflows will not differ from these estimates, and such differences could be material.

All of our domestic properties are currently closed, and we are unable to predict when all, or any of, such properties will re-open to the public, or the period of time required for the ramp-up of operations upon re-opening. As of March 17, 2020, all of our domestic properties were temporarily closed to the public and have remained closed pursuant to state and local government requirements as a result of the unprecedented public health crisis from the COVID-19 pandemic. As a result, our domestic properties are effectively generating no revenue. We have also seen high levels of room and convention cancellations through the third quarter of 2020, with some tentative re-bookings in the fourth quarter and into 2021.

While we have engaged in aggressive cost reduction efforts in connection with the closures, we still have significant fixed and variable expenses, which will adversely affect our profitability. Furthermore, while we are working closely with government officials on plans to re-open our properties when the government restrictions are lifted, we cannot predict the duration of the shutdowns or any limitations the government may impose on our operations when we are able to re-open, which may include, among others, restrictions on the number of seats per table game, slot machine spacing, temperature checks, mask protection as well as other measures at our restaurants and entertainment venues to enforce social distancing measures. In addition, when we are able to re-open, we expect to see weakened demand at our properties in light of continued domestic and international travel restrictions or warnings, consumer fears and reduced consumer discretionary spending and general economic uncertainty. In light of the foregoing, we are unable to determine when our properties will return to pre-pandemic demand or pricing, but we expect that the impact will have a material impact on our consolidated results of operations during 2020 and potentially thereafter.

We have undertaken aggressive actions to reduce costs and improve efficiencies to mitigate losses as a result of the COVID-19 pandemic, which could negatively impact guest loyalty and our ability to attract and retain employees. As a result of the closure of all of our domestic properties and the continued uncertainty regarding the duration and severity of this pandemic, we have taken steps to reduce operating costs and improve efficiencies, including furloughing a substantial number of our employees. Such steps, and further changes we may make in the future to reduce costs, may negatively impact guest loyalty or our ability to attract and retain employees, and our reputation may suffer as a result. For example, if our furloughed employees do not return to work with us when the COVID-19 pandemic subsides, including because they find new employment during the furlough, we may experience operational challenges that may impact our ability to resume operations in full. We may also face demands or requests from labor unions that represent our employees, whether in the course of our periodic renegotiation of our collective bargaining agreements, through effects bargaining relating to the shut down and/or reopening of our operations, or otherwise, for additional compensation, healthcare benefits or other terms as a result of COVID-19 that could increase costs, and we could experience labor disputes or disruptions as we continue to implement our COVID-19 mitigation plans.

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. Our ability to make payments on our substantial indebtedness and significant financial commitments, including the rent payments under our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate cash flow, receive distributions from our unconsolidated affiliates (including CityCenter) and subsidiaries (including MGM China and the Operating Partnership), borrow under our senior credit facility or incur new indebtedness. The COVID-19 pandemic has resulted in significant deterioration to regional, national and international economic conditions, which has resulted in substantial declines in our revenues from our operations and expected distributions from our unconsolidated affiliates and subsidiaries, and which has also significantly impacted the value of our common stock, which may reduce our ability to access capital. As previously announced, we have borrowed the full amount available under our $1.5 billion revolving credit facility to increase our cash position and preserve financial flexibility. In addition, on April 21, 2020, we launched the amendment to our credit agreement to provide us with certain relief from the effects of the COVID-19 pandemic. See Note 4 for further discussion. The closing of this offering is not conditioned on the successful completion of the Amendment.

In addition, we have a significant amount of indebtedness maturing in 2022, and thereafter. Our ability to timely refinance and replace our indebtedness in the future will depend upon the economic and credit market conditions discussed above. If we are unable to refinance our indebtedness on a timely basis, we might be forced to seek alternate forms of financing, dispose of certain assets or minimize capital expenditures and other investments. There is no assurance that any of these alternatives would be available to us, if at all, on satisfactory terms, on terms that would not be disadvantageous to us, or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements or leases.

Since we cannot predict the duration or severity of the pandemic on our results of operations, we cannot assure you that we will have sufficient cash to satisfy our liquidity needs in the future. Furthermore, if we do need to access additional liquidity, we may not be able to access the capital markets in the future to borrow additional indebtedness on terms that are favorable to us, or at all.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about share repurchases made by the Company of its common stock during the quarter ended March 31, 2020:

					Total Number		Dollar Value of
	Total				of Shares		Shares that May
	Number of		Average		Purchased as		Yet be Purchased
	Shares		Price Paid		Part of a Publicly		Under the Programs
Period	Purchased		per Share		Announced Program		(In thousands)
January 1, 2020 — January 31, 2020		7,360,836	$	32.82		7,360,836	$	115,879
February 1, 2020 — February 29, 2020		3,500,000	$	32.03		3,500,000	$	3,003,776
March 1, 2020 — March 31, 2020		—	$	—		—	$	3,003,776

In February 2020, upon substantial completion of the $2.0 billion stock repurchase program, the Company’s Board of Directors authorized a $3.0 billion stock repurchase program. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated agreements. Repurchases of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be purchased when the Company might otherwise be precluded from doing so under insider trading laws. The timing, volume and nature of stock repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws, and other factors, and may be suspended or discontinued at any time. All shares repurchased by the Company during the quarter ended March 31, 2020 were purchased pursuant to the Company’s publicly announced stock repurchase programs and have been retired.

Item 6.

Exhibits

2.1	Master Transaction Agreement by and among MGM Resorts International, MGM Growth Properties Operating Partnership LP and BCORE Windmill Parent LLC, and, solely with respect to certain sections therein, MGM Growth Properties LLC, dated as of January 14, 2020 (incorporated by reference to Exhibit 2.1 of MGM Resort International’s Current Report on Form 8-K filed with the Commission on January 14, 2020).
10.1	Amendment to Revolving Credit Facility Agreement, dated February 18, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto.
10.2	Guaranty Agreement, dated as of February 14, 2020.
10.3	Lease, by and between Mandalay PropCo, LLC, MGM Grand PropCo, LLC and MGM Lessee II, LLC, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.1 of MGM Resort International’s Current Report on Form 8-K filed with the Commission on February 18, 2020).
10.4	Sixth Amendment to Master Lease, by and between MGP Lessor, LLC and MGP Lessee, LLC, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.2 of MGM Resort International’s Current Report on Form 8-K filed with the Commission on February 18, 2020).
10.5	Tax Protection Agreement, by and among MGM Resorts International, MGM Growth Properties Operating Partnership LP and MGP BREIT Venture 1 LLC, dated as of February 14, 2020 (incorporated by reference to Exhibit 10.3 of MGM Resort International’s Current Report on Form 8-K filed with the Commission on February 18, 2020).
10.6	Credit Agreement, dated as of February 14, 2020, among MGM Resorts International, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.5 of MGM Resort International’s Current Report on Form 8-K filed with the Commission on February 18, 2020).
10.7	Fifth Amendment to Credit Agreement, dated as of February 14, 2020, among MGM Growth Properties Operating Partnership LP, the other loan parties and lenders named therein and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 of MGM Growth Properties LLC Current Report on Form 8-K filed with the Commission on February 18, 2020).
10.8*	CEO Transition Agreement, between MGM Resorts International and James J. Murren, dated February 11, 2020 (incorporated by reference to Exhibit 10.1 of MGM Resort International’s Current Report on Form 8-K filed with the Commission on February 14, 2020).
10.9*	Employment Agreement, effective as of April 1, 2020, by and between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.1 of MGM Resort International’s Current Report on Form 8-K filed with the Commission on March 31, 2020).
10.10*	Employment Agreement, effective as of April 1, 2020, by and between the Company and Corey Sanders (incorporated by reference to Exhibit 10.2 of MGM Resort International’s Current Report on Form 8-K filed with the Commission on March 31, 2020).
10.11*	Employment Agreement, effective as of April 1, 2020, by and between the Company and John McManus (incorporated by reference to Exhibit 10.3 of MGM Resort International’s Current Report on Form 8-K filed with the Commission on March 31, 2020).
10.12*	Form of RSU Agreement (Named Executive Officer Employment Agreement Awards) (incorporated by reference to Exhibit 10.4 of MGM Resort International’s Current Report on Form 8-K filed with the Commission on March 31, 2020).
10.13*	Form of RSU Agreement (Hornbuckle) (incorporated by reference to Exhibit 10.5 of MGM Resort International’s Current Report on Form 8-K filed with the Commission on March 31, 2020).
10.14*	Form of RSU Agreement (Equity Election Program).
10.15*	Form of RSU Agreement (Director Equity Election Program).
22	Subsidiary Guarantors
31.1	Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
31.2	Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, has been formatted in Inline XBRL.

* Management contract or compensatory plan or arrangement.

In accordance with Rule 402 of Regulation S-T, the XBRL information included in Exhibit 101 and Exhibit 104 to this Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MGM Resorts International
Date: May 1, 2020	By:	/s/ WILLIAM J. HORNBUCKLE
		William J. Hornbuckle
		Acting Chief Executive Officer and President (Principal Executive Officer)

Date: May 1, 2020		/s/ COREY I. SANDERS
		Corey I. Sanders
		Chief Financial Officer and Treasurer (Principal Financial Officer)

Exhibit 10.1

AMENDMENT LETTER

To:	BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association organized and existing with limited liability under the laws of the United States of America as Facility Agent

Attention:

Ms Wynnie Lam

18 February 2020

Dear Sir or Madam

MGM CHINA HOLDINGS LIMITED (the Company) – HK$9,750,000,000 revolving credit facility agreement dated 12 August 2019 between, among others, the Company and Bank of America, National Association, a national banking association organized and existing with limited liability under the laws of the United States of America, as facility agent (the Facility Agent) (the Facility Agreement)

1	INTRODUCTION

We refer to the Facility Agreement. Terms defined in the Facility Agreement have, unless otherwise defined in this letter, the same meaning when used in this letter.

2	REQUEST FOR AMENDMENT

(a)

The Finance Parties are aware of the current developing medical emergency relating to the novel coronavirus and, in particular, the closure of the casinos ordered by the Chief Executive of the Macau SAR on 4 February 2020.

(b)

In the light of this, we request Majority Lenders consent to the amendments to the Facility Agreement that are set out in Schedule 1 to this letter (the Amendments) and that you provide us with the outcome of such consent process no later than 5.00 p.m. Hong Kong time on 6 March 2020. The Amendments will become effective on the date of your countersignature of this letter pursuant to clause 25.1(a) (Procedure) of the Facility Agreement indicating that they have been consented to by the Majority Lenders (such date being the Effective Date).

3	CONSENT FEE

In consideration for its agreement to the Amendments, each Lender that provides written consent (in the form of an email) to the Facility Agent to the Amendments at any time up to and including the point at which Majority Lenders consent to the Amendments is obtained, subject always to such point being not later than 5pm Hong Kong time on 6 March 2020 will, within five business days from the Effective Date, be paid a fee in an amount equal to 0.15 per cent of the aggregate amount of that Lender’s Commitment immediately prior to the Effective Date.

For the avoidance of doubt, any consent received after the Facility Agent has obtained Majority Lenders consent shall not be entitled to any consent fee.

For the purpose of this paragraph 3 (Consent Fee):

(a)

the point at which Majority Lenders consent to the Amendments is obtained means the time on the relevant day at which the Facility Agent receives in its inbox the consent (in the form of an email) from the first Lender whose share in the outstanding Loans (if any) and whose undrawn Commitments, when aggregated with the shares in the outstanding Loans (if any) and the undrawn Commitments of all other Lenders that have previously provided their written consent to the Amendments, results in the Majority Lender threshold being met.

(b)

Any determination of the time at which a Lender’s email consent has been received by the Facility Agent will be based on the time shown on the email that is received by the Facility Agent.

(c)

Any dispute as to the time at which a Lender’s email consent has been received will be determined by the Company in its sole and absolute discretion.

4	MISCELLANEOUS

(a)

This letter is a Finance Document

(b)

This letter and any non-contractual obligations arising out of or in connection with it are governed by English law. Clause 37 (Enforcement) of the Facility Agreement shall apply in respect of any dispute arising out of or in connection with this letter or any non-contractual obligation arising out of or in connection with this letter as if references in clause 37 (Enforcement) of the Facility Agreement to “Finance Document” or “Finance Documents” were references to this letter.

(c)

This letter may be executed in any number of counterparts which when taken together shall be deemed to constitute one and the same letter.

Yours faithfully,

By:

For

MGM CHINA HOLDINGS LIMITED

On counterpart

We confirm pursuant to clause 25.1(a) (Procedure) of the Facility Agreement that the Amendments are agreed to by the Majority Lenders and become effective on the date set out below.

By:

For

BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association organized and existing with limited liability under the laws of the United States of America as Facility Agent (for itself and the other Finance Parties) acting on the instructions of the Majority Lenders

Date: 09 April 2020

SCHEDULE 1

AMENDMENT

1.	Leverage Ratio

Clause 17.3 (Leverage Ratio) of the Facility Agreement is to be deleted in its entirety and replaced with the following:

“17.3Leverage Ratio

The Company must ensure that, on each Accounting Date set out in the column entitled ‘Accounting Date’ in the table below, the Leverage Ratio does not exceed the ratio set out opposite the relevant Accounting Date in the column entitled ‘Leverage Ratio’ (if any) in the table below:

Accounting Date	Leverage Ratio
31 December 2019	4.50:1.00
31 March 2020	6.00:1.00
30 June 2020 / 30 September 2020 / 31 December 2020 / 31 March 2021	Not applicable
Each Accounting Date occurring on and after 30 June 2021	4.50:1.00

2.	Interest Coverage Ratio

Clause 17.4 (Interest Coverage Ratio) of the Facility Agreement is to be deleted in its entirety and replaced with the following:

“17.4Interest Coverage Ratio

The Company must ensure that on each Accounting Date set out in the column entitled ‘Accounting Date’ in the table below, the Interest Coverage Ratio is not less than the ratio set out opposite the relevant Accounting Date in the column entitled ‘Interest Coverage Ratio’ in the table below:


Accounting Date	Interest Coverage Ratio
31 December 2019	2.50:1.00
31 March 2020	2.50:1.00
30 June 2020	1.25:1.00
30 September 2020	1.25:1.00
31 December 2020	1.25:1.00
31 March 2021	1.25:1.00
Each Accounting Date occurring on and after 30 June 2021	2.50:1.00

Exhibit 10.2

Loan No. 15161

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of February 14, 2020, by MGM RESORTS INTERNATIONAL, a Delaware corporation, having an address at 6385 South Rainbow Boulevard, Suite 500, Las Vegas, Nevada 89118 (together with its successors and permitted assigns, “Guarantor”), in favor of CITI REAL ESTATE FUNDING INC., a New York corporation, having an address at 388-390 Greenwich Street, Tower Floor 8, New York, New York 10013, as administrative agent (in such capacity, together with its successors and/or assigns, “Administrative Agent”) for CITI REAL ESTATE FUNDING INC., a New York corporation, having an address at 388-390 Greenwich Street, Tower Floor 8, New York, New York 10013 (together with its successors and/or assigns, “Citi”), Barclays Capital Real Estate Inc., a Delaware corporation, having an address at 745 Seventh Avenue, New York, New York 10019 (together with its successors and/or assigns, “Barclays”), Deutsche Bank AG, New York Branch, a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and/or assigns, “DB”) and Société Générale Financial Corporation, having an address at 245 Park Avenue, New York, New York 10167 (together with its successors and/or assigns, “SocGen” and, together with Citi, Barclays and DB, individually and collectively as the context requires, “Lender”).

W I T N E S S E T H:

WHEREAS, pursuant to the Note (as defined in the Loan Agreement), MANDALAY PROPCO, LLC, a Delaware limited liability company (“Mandalay Borrower”) and MGM GRAND PROPCO, LLC, a Delaware limited liability company (“Grand Borrower”, and together with Mandalay Borrower, “Borrower”) have become indebted, and may from time to time be further indebted, to Lender with respect to a loan in the aggregate original principal amount of Three Billion and 00/100 Dollars ($3,000,000,000.00) (the “Loan”), which Loan is (i) secured by the liens and security interests of the Mortgages (as defined in the Loan Agreement); (ii) further evidenced by that certain Loan Agreement, dated as of the date hereof, by and among Borrower, Lender and Administrative Agent (as the same may hereafter be amended, modified, restated, renewed or replaced, the “Loan Agreement”), and (iii) further evidenced, secured or governed by the other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and the Mortgages, collectively, the “Loan Documents”);

WHEREAS, pursuant to the terms of that certain Master Transaction Agreement, dated as of January 14, 2020, by and among Guarantor, MGM Growth Properties Operating Partnership L.P. and BCORE Windmill Parent LLC, as of the date hereof (i) Borrower, each as landlord, and MGM Lessee II, LLC, a Delaware limited liability company, as tenant, are entering into that certain Master Lease with respect to the properties commonly known as the Mandalay Bay Resort and Casino (“Mandalay Bay”) and MGM Grand Hotel & Casino (“MGM Grand”, and together with Mandalay Bay, the “Properties”), (ii) Guarantor is executing and delivering to Borrower that certain Guaranty of Lease Documents, and (iii) Guarantor is delivering this Guaranty to Administrative Agent for the benefit of Lender; and

WHEREAS, Guarantor will directly benefit from Lender’s making of the Loan to Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Guarantor does hereby agree as follows:

ARTICLE I.

DEFINED TERMS

1.1.Defined Terms. All terms not defined in this Guaranty shall have the meaning ascribed to them in the Loan Agreement. As used in this Guaranty, the following terms shall have the respective meanings set forth below:

(a)“Business Day” means any day, other than a Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in the State of New York or the State of Nevada are authorized or required by Law or other governmental action to close.

(b) “Collateral” means all collateral and/or security for the Loan granted or pledged to Administrative Agent and Lender pursuant to the Loan Documents, including, without limitation, the Properties.

(c)“Conditions Precedent” has the meaning set forth in Section 2.2 hereof.

(d)“Debt” means the unpaid principal amount of the Loan, all interest accrued and unpaid thereon and all other sums due to Administrative Agent and Lender in respect thereof.

(e)“Fair Market Value” means the difference between (A) price at which the Collateral would be sold for cash by a willing seller not compelled to sell to a willing buyer not compelled to buy, taking into account all relevant factors, but assuming for purposes of determination of such price that the Collateral were sold unencumbered by the Loan, as agreed by Administrative Agent and Guarantor; less (B) the reasonable costs that would reasonably be anticipated to be incurred by a seller in connection with a sale of the Collateral.

(f)“Financial Statements” means (i) for a fiscal year, audited consolidated statements of operations, shareholders’ equity and cash flows of Guarantor and its subsidiaries for such fiscal year and the related consolidated balance sheet as at the end of such fiscal year, prepared in accordance with GAAP as at such date, and (ii) for each fiscal quarter (other than the fourth fiscal quarter in any fiscal year), the unaudited consolidated statements of operations and cash flows of Guarantor and its subsidiaries for the fiscal year ended with such fiscal quarter, and the related consolidated balance sheet as at the end of such fiscal quarter, prepared in accordance with GAAP.

(g)“GAAP” means the generally accepted accounting principles in the United States set forth in the Financial Accounting Standards Board Accounting Standards Codification and rules and interpretive releases of the SEC under authority of federal securities laws.

(h)“Guaranteed Obligations” means the unpaid portion of the initial principal amount of the Loan (without giving effect to any future amendments that may increase the principal balance) and all interest accrued and unpaid thereon, but excluding, for the avoidance of doubt, any amounts other than principal and interest due thereon.

(i)“SEC” means the United States Securities and Exchange Commission.

(j)“SEC Reports” means the quarterly and annual reports required under the Securities Act and related rules and regulations to be filed with the SEC on Forms 10-Q and 10K.

(k)“Securities Act” means The Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

ARTICLE II.

NATURE AND SCOPE OF GUARANTY

2.1.Guaranty of Obligation. Subject to the terms and conditions hereof, Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender and its successors and assigns the full, prompt and complete payment of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

(a)Notwithstanding anything to the contrary contained herein, Administrative Agent expressly acknowledges and agrees that the scope of Guarantor’s obligations under this Guaranty are limited to the payment of an amount equal to the unpaid portion of the Guaranteed Obligations and Guarantor shall have no other or further obligation under this Guaranty or under the Loan Documents whatsoever in respect of any act or omission, whether in respect of payment, performance or otherwise, of Borrower or any other obligor of the Debt, or any of their respective employees, agents, representatives, officers or directors in connection with the Loan, whether based on contract, tort, negligence, strict liability, delay, warranty, indemnity, error and omission or otherwise.

2.2.Nature of Guaranty; Conditions Precedent.

(a)This Guaranty is an irrevocable, absolute and continuing guaranty of collection (as contemplated pursuant to Section 3-416(2) of the Uniform Commercial Code as in effect in the State of New York as of the date hereof (the “NY UCC”) and not a guaranty of payment (as contemplated under Section 3-416(1) of the NY UCC). Notwithstanding anything to the contrary contained in this Guaranty, no payment shall be due from Guarantor to Lender and the Guaranteed Obligations shall not be due or payable until and unless each of the following conditions precedent shall have been satisfied (collectively, the “Conditions Precedent”):

(i)the Debt shall be due and payable in full and Borrower shall have failed to pay the Debt in full in accordance with the Loan Documents;

(ii)Administrative Agent shall have made written demand to Guarantor for payment of the Guaranteed Obligations and, together therewith, shall have provided to Guarantor a reasonably detailed computation of the amount of the Guaranteed Obligations, reasonably detailed back-up calculations supporting the same, and such other back-up documentation reasonably related thereto; and

(iii)Administrative Agent shall have asserted, exercised and enforced, to the maximum extent permitted by applicable law, all rights and remedies to which Administrative Agent may be reasonably entitled in respect of the Debt, and shall have exhausted Administrative Agent’s efforts to seek repayment of the Loan from all sources other than this Guaranty, including any rights, claims or pursuit of foreclosure or power of sale resulting from such judgment and Administrative Agent shall have successfully conducted a foreclosure sale of the Collateral.

(b)This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs). The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Administrative Agent with respect to the Guaranteed Obligations. This Guaranty may be enforced by Administrative Agent on behalf of Lender and any subsequent holder of the Note or any part thereof and shall not be discharged by the assignment or negotiation of all or part of the Note.

2.3.Guaranteed Obligations Not Reduced by Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense (other than that (x) the Guaranteed Obligations are not due and owing or have been paid in full or (y) all sums payable under the Note or any of the other Loan Documents have been paid in full) of Guarantor, Borrower, any other Loan Party or any other party, against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

2.4.Payment By Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid or performed when due, whether at demand, maturity, acceleration or otherwise, upon satisfaction of the Conditions Precedent, Guarantor shall, immediately upon demand by Administrative Agent, and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, perform and pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

2.5.Computation of Amount of Money Judgment.

(a)Notwithstanding anything to the contrary contained in this Guaranty or the Loan Documents, Guarantor shall be entitled to all rights, benefits and defenses under applicable Nevada law, including, without limitation, the rights, benefits and defenses under Nevada Revised Statutes 40.459 and the judicial decisions relating thereto. For the avoidance of doubt, Administrative Agent agrees that Guarantor shall be entitled to all such rights, benefits and defenses regardless of whether it should ever be determined that Nevada law does not apply to any claim and regardless of any change to Nevada Revised Statutes 40.459 or any other applicable Nevada law after the date hereof.

(b)If the amount of the Debt exceeds the amount of the Guaranteed Obligations, for purposes of determining the amount of the deficiency judgment with respect to the Guaranteed Obligations pursuant to Nevada Revised Statutes 40.455, the amount of the credit for the value of the Collateral taken into account pursuant to Nevada Revised Statutes 40.459 shall be the product of (A) the greater of (i) the Fair Market Value of the Collateral or (ii) the amount for which it was sold and (B) the quotient of the amount of the Guaranteed Obligations divided by the amount of the Debt. For the avoidance of doubt, the amount of the deficiency judgment shall be determined in a manner such that this Guaranty would be a recognized obligation for purposes of Treasury Regulation Section 1.752-2(b)(3) and would not be considered a “bottom dollar payment obligation” within the meaning of Treasury Regulation Section 1.752-2(b)(3)(ii)(C).

2.6.Waivers. Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of, and any rights of consent to, (a) any loans or advances made by Administrative Agent or Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Mortgages, the Loan Agreement or of any other Loan Documents (other than this Guaranty), (d) the execution and delivery by Borrower, Lender and Administrative Agent of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Properties and/or the collateral for the Loan, (e) the occurrence of any breach by Borrower or any other Loan Party or an Event of Default, (f) except as specifically provided in the Loan Documents, Administrative Agent’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) except as specifically provided for herein, sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) except as specifically provided in the Loan Documents, protest, proof of non-payment or default by Borrower or any other Loan Party, (i) except as specifically provided herein or in the other Loan Documents, any other action at any time taken or omitted by Administrative Agent, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed, (j) except as specifically provided for herein, any limitation of liability or recourse in any other Loan Document or arising under any law, (k) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration, (l) except as expressly agreed to in writing by Administrative Agent, whether express or by operation of law, any partial release of the liability of Guarantor hereunder, or if one or more other guaranties are now or hereafter obtained by Administrative Agent covering all or any part of the Guaranteed Obligations, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or partial release or settlement of Borrower or any other party

liable, directly or indirectly, for the payment of any or all of the Guaranteed Obligations, (m) the making of advances by Administrative Agent to protect its interest in the Properties, preserve the value of the Properties or for the purpose of performing any term or covenant contained in any of the Loan Documents, or (n) except as specifically provided for herein, the existence of any claim, counterclaim, set-off, recoupment, reduction or defense (other than that (x) the Guaranteed Obligations are not due and owing or have been paid in full or (y) all sums payable under the Note or any of the other Loan Documents have been paid in full) based upon any claim or other right that Guarantor may at any time have against Borrower, Administrative Agent, Lender or any other Person, whether or not arising in connection with this Guaranty, the Note, the Loan Agreement, or any other Loan Document.

2.7.Payment of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, within ten (10) Business Days after demand by Administrative Agent, pay Administrative Agent all reasonable out-of-pocket costs and expenses (including court costs and reasonable third-party attorneys’ fees) incurred by Administrative Agent in the enforcement hereof or the preservation of Administrative Agent’s rights hereunder. The covenant contained in this Section 2.7 shall survive the payment of the Guaranteed Obligations.

2.8.Effect of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Administrative Agent must rescind or restore any payment, or any part thereof, received by Administrative Agent in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Administrative Agent shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower, each other Loan Party and Guarantor that Guarantor’s obligations hereunder shall not be discharged except as expressly provided for herein or in the Loan Agreement or by Guarantor’s performance of such obligations and then only to the extent of such performance.

2.9.Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, until the Debt is indefeasibly paid in full, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating Guarantor to the rights of Administrative Agent), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other Loan Party liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty.

2.10.Borrower and Loan Party. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or all of the interest in Borrower. The term “Loan Party” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of any Loan Party or all of the interest in such Loan Party.

ARTICLE III.

EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR’S OBLIGATIONS

Except as specifically provided for herein, Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, discharged, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

3.1.Modifications. Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Guaranteed Obligations, the Note, the Mortgages, the Loan Agreement, the other Loan Documents, or any other document, instrument, contract or understanding between Borrower and Administrative Agent, or any other parties, pertaining to the Guaranteed Obligations or any failure of Administrative Agent to notify Guarantor of any such action.

3.2.Adjustment. Any adjustment, indulgence, forbearance or compromise that might be granted or given by Administrative Agent to Borrower, any other Loan Party or Guarantor.

3.3.Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, any other Loan Party, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower, any other Loan Party or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower, any other Loan Party or Guarantor, or any changes in the shareholders, partners or members of Borrower, any other Loan Party or Guarantor; or any reorganization of Borrower, any other Loan Party or Guarantor.

3.4.Invalidity of Guaranteed Obligations. The invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including without limitation the fact that (a) the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (b) the act of creating the Guaranteed Obligations or any part thereof is ultra vires, (c) the officers or representatives executing the Note, the Mortgages, the Loan Agreement or the other Loan Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (d) the Guaranteed Obligations violate applicable usury laws, (e) Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations wholly or partially uncollectible from Borrower other than the payments on the Loan made by Borrower, (f) the creation, performance or repayment of the Guaranteed Obligations (or the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the Mortgages, the Loan Agreement or any of the

other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower, any other Loan Party or any other person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

3.5.Release. Any full or partial release of the liability of Borrower or any other Loan Party on the Guaranteed Obligations, or any part thereof, or of any co-guarantors, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof, it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay or perform the Guaranteed Obligations in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guaranteed Obligations, or that Administrative Agent will look to other parties to pay or perform the Guaranteed Obligations.

3.6.Other Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

3.7.Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Guaranteed Obligations.

3.8.Care and Diligence. The failure of Administrative Agent or any other party to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of any collateral, property or security, including but not limited to any neglect, delay, omission, failure or refusal of Administrative Agent (a) to take or prosecute any action for the collection of any of the Guaranteed Obligations, or (b) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security therefor, or (c) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.

3.9.Unenforceability. The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guaranteed Obligations.

3.10.Offset. Any existing or future right of offset, claim or defense of Borrower, any other Loan Party or Guarantor against Administrative Agent, or any other party, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise, other than payment of the Guaranteed Obligations.

3.11.Merger. The reorganization, merger or consolidation of Borrower or any other Loan Party into or with any other Person.

3.12.Preference. Any payment by Borrower to Administrative Agent is held to constitute a preference under bankruptcy laws, or for any reason Administrative Agent is required to refund such payment or pay such amount to Borrower or someone else.

3.13.Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to the Loan Documents, the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay and perform the Guaranteed Obligations pursuant to the terms hereof. It is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay and perform the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and final payment and satisfaction of the Guaranteed Obligations.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

Guarantor represents and warrants as of the date hereof to Administrative Agent as follows:

4.1.Benefit. Guarantor is the owner of an indirect interest in Borrower and each other Loan Party, and has received, or will receive, direct or indirect benefit from the making of this Guaranty with respect to the Guaranteed Obligations.

4.2.Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and each other Loan Party and is familiar with the value of any and all collateral intended to be created as security for the payment of the Note or Guaranteed Obligations; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Guaranty.

4.3.No Representation By Administrative Agent. Neither Administrative Agent nor any other party has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.

4.4.Guarantor’s Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has and will have assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay its obligations and liabilities.

4.5.Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust, charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, general equitable principles and a covenant of good faith and fair dealing.

4.6.Litigation. There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of Guarantor, threatened against Guarantor, which actions, suits or proceedings, if determined against Guarantor would be reasonably likely to materially adversely affect the condition (financial or otherwise) or business of Guarantor.

4.7.No Plan Assets. As of the date of this Guaranty, Guarantor is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, whether or not subject to Title I of ERISA, and none of the assets of Guarantor constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 as modified by Section 3(42) of ERISA. Except as could not reasonably be expected, individually or in the aggregate, to have a materially adverse effect on Guarantor, Guarantor is not obligated to contribute to any employee benefit plan (as so defined) subject to Title IV of ERISA. Assuming compliance by the Lender with paragraph (c) of Section 5.2.8 of the Loan Agreement, transactions contemplated hereunder by or with Guarantor are not subject to any state or other statute or regulation applicable to Guarantor with respect to governmental plans within the meaning of Section 3(32) of ERISA which are substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect and which prohibit the transactions contemplated by this Agreement (“Applicable Similar Law”), including, but not limited to the exercise by Administrative Agent and/or Lender of any of its rights under the Loan Documents. Guarantor covenants and agrees that it will use commercially reasonable efforts to provide notice to Administrative Agent in writing if, in the reasonable judgment of Guarantor, which may be based on consultation with counsel, the assets of Guarantor constitute plan assets of any “benefit plan investor” within the meaning of Section 3(42) of ERISA or any plan subject to any Applicable Similar Law.

4.8.ERISA. Assuming compliance by Lender of the representation in Section 5.2.8(c) of the Loan Agreement, Guarantor shall not knowingly engage in any transaction, other than a transaction contemplated hereunder, which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Administrative Agent and/or Lender of any of its rights under the Note, the Mortgages, the Loan Agreement or the other Loan Documents) to be a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975(c)(1)(A) of the Code.

4.9.Survival. All representations and warranties made by Guarantor herein are made as of the date hereof and shall survive the execution hereof.

ARTICLE V.

SUBORDINATION OF CERTAIN INDEBTEDNESS

5.1.Subordination of All Guarantor Claims. As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower and each other Loan Party to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower or any other Loan Party thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower or any other Loan Party (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. During the continuance of an Event of Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other Person any amount upon the Guarantor Claims.

5.2.Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving Guarantor as debtor, Administrative Agent shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian dividends and payments which would otherwise be payable upon Guarantor Claims. Guarantor hereby assigns such dividends and payments to Administrative Agent. Should Administrative Agent receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to Guarantor, and which, as between Borrower and Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to Administrative Agent in full of the Guaranteed Obligations, Guarantor shall become subrogated to the rights of Administrative Agent to the extent that such payments to Administrative Agent on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if Administrative Agent had not received dividends or payments upon the Guarantor Claims, provided, however, that Guarantor shall have no such subrogation rights until repayment in full of the Debt.

5.3.Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution which is prohibited by this Guaranty, Guarantor agrees to hold in trust for Administrative Agent an amount equal to the amount of all funds, payments, claims or distributions so received, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions so received except to pay them promptly to Administrative Agent, and Guarantor covenants promptly to pay the same to Administrative Agent.

5.4.Liens Subordinate. Guarantor agrees that any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or Administrative Agent presently exist or are hereafter created or attach. Without the prior written consent of Administrative Agent, Guarantor shall not (i) exercise or enforce any creditor’s right it may have against Borrower or any other Loan Party, or (ii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including without limitation the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgage, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower or any other Loan Party held by Guarantor.

ARTICLE VI.

COVENANTS

6.1.Covenants. Guarantor shall furnish the following statements to Administrative Agent no later than five (5) Business Days following each date specified in the Securities Act and the SEC’s related rules and regulations (including any additional time permitted under Rule 12b-25 or any successor provision thereof) that Guarantor is (or would be, if not required to file SEC Reports at that time) required to file SEC Reports Guarantor’s Financial Statements required to be included in such SEC Report (or which would be, if not required to file SEC Reports at that time) or the SEC Report containing such Financial Statements. Financial statements required to be delivered will be deemed delivered to the extent such documents are included in materials filed with the SEC and shall be deemed to have been delivered on the date such documents are publicly available on the SEC’s website.

ARTICLE VII.

MISCELLANEOUS

7.1.Waiver. No failure to exercise, and no delay in exercising, on the part of Administrative Agent, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right. The rights of Administrative Agent hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing and no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand.

7.2.Notices. Any notice, demand, statement, request or consent made hereunder shall be in writing and shall be effective for all purposes if (a) hand delivered, (b) sent by certified or registered United States mail, postage prepaid, return receipt requested, (c) sent by expedited, prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery or (d) sent by electronic mail provided that, if sent by electronic mail such delivery must be accompanied or followed by a delivery method specified in clauses (a) through (c) hereof, addressed to the address, as set forth below, of the party to whom such notice is to be given, or to such other address as either party shall in like manner designate in writing. The addresses of the parties hereto are as follows:

Guarantor:

with a copy to:

with a copy to, which is not required for notice to be effective:

Administrative Agent:

with a copy to:

MGM Resorts International

6385 South Rainbow Boulevard

Suite 500

Las Vegas, Nevada 89118

Attention: Corporate Legal

Weil, Gotshal & Manges, LLP

767 Fifth Avenue

New York, New York 10153

Attention: Michael Aiello

W. Michael Bond

Email: michael.aiello@weil.com

michael.bond@weil.com

legalnotices@mgmresorts.com

Citi Real Estate Funding Inc.

388-390 Greenwich Street, Tower Floor 8

New York, New York 10013

Attention: Ana Rosu Marmann

Email: ana.rosu@citi.com

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Attention: David W. Forti, Esq.

Email: david.forti@dechert.com

A notice shall be deemed to have been delivered: (i) in the case of hand delivery, when delivered; (ii) in the case of registered or certified mail, when delivered or upon the first attempted delivery on a Business Day; (iii) in the case of expedited, prepaid delivery service, when delivered or upon the first attempted delivery on a Business Day; and (iv) in the case of email, upon the sender’s receipt of confirmation (which may be in the form of an automated electronic response) of delivery or upon the first attempted delivery on a Business Day.

7.3.Governing Law; Venue. THIS GUARANTY, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR STATUTE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS GUARANTY, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS GUARANTY, SHALL BE GOVERNED BY, AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO ANY LAWS, RULES OR PROVISIONS OF THE STATE OF NEVADA THAT WOULD CAUSE THE APPLICATION OF THE LAWS, RULES OR PROVISIONS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER, ADMINISTRATIVE AGENT OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT ADMINISTRATIVE AGENT’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR AND HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE GENERAL JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT:

CORPORATION SERVICE COMPANY
80 STATE STREET
ALBANY, NY 12207

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.

7.4.Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless such continued effectiveness of this Guaranty, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

7.5.Amendments. This Guaranty may be amended only by an instrument in writing executed by the parties hereto.

7.6.Parties Bound; Assignment; Joint and Several. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors, assigns and legal representatives; provided, however, that Guarantor may not, without the prior written consent of Administrative Agent, assign any of its rights, powers, duties or obligations hereunder, except as contemplated by the Loan Agreement. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

7.7.Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Guaranty.

7.8.Recitals. The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima facie evidence of the facts and documents referred to therein.

7.9.Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this Guaranty to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it additional signature pages.

7.10.Rights and Remedies. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Administrative Agent hereunder shall be cumulative of any and all other rights that Administrative Agent may ever have against Guarantor. The exercise by Administrative Agent of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

7.11.Other Defined Terms. Any capitalized term utilized herein shall have the meaning as specified in the Loan Agreement, unless such term is otherwise specifically defined herein.

7.12.Entirety. THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTOR, LENDER AND ADMINISTRATIVE AGENT WITH RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED BY GUARANTOR, LENDER AND ADMINISTRATIVE AGENT AS A FINAL AND COMPLETE EXPRESSION OF THE TERMS OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR, LENDER AND ADMINISTRATIVE AGENT, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR, LENDER AND ADMINISTRATIVE AGENT.

7.13.Waiver of Right To Trial By Jury. EACH OF GUARANTOR, LENDER AND ADMINISTRATIVE AGENT (BY ITS ACCEPTANCE HEREOF) HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE NOTE, THE LOAN AGREEMENT, THE MORTGAGES, OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR, LENDER AND ADMINISTRATIVE AGENT, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OF GUARANTOR, LENDER AND ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE OTHER PARTY.

7.14.Reinstatement in Certain Circumstances. If at any time any payment of the principal of or interest under the Note or any other amount payable by Borrower under the Loan Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, then, upon the restoration or return of such payments, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time.

7.15.Administrative Agent. Lender, by the Loan Agreement, has irrevocably appointed and authorized Administrative Agent to take such action as contractual representative on Lender’s behalf and to exercise such powers under this Guaranty as are specifically delegated to Lender by the terms hereof and of the Loan Agreement, together with such powers as are reasonably incidental thereto, all pursuant to and as more particularly set forth in the Loan Agreement, which is incorporated herein by reference.

7.16.Notice. Administrative Agent shall provide written notice to Guarantor of each of the following events within ten (10) Business Days of the occurrence of commencement of any proceeding to initiate a foreclosure sale of, or exercise or pursuit of any power of sale in respect of, the Collateral or any portion thereof.

7.17.Cooperation. In the event that any Guaranteed Obligations shall become due from Guarantor, Administrative Agent shall cooperate in good faith with Guarantor with respect to exercising its remedies pursuant to Section 2.2(a)(iii) to minimize the amount of the Guaranteed Obligations due from Guarantor.

7.18.Termination. This Guaranty shall remain in effect until the earlier to occur of (i) the satisfaction in full of the Guaranteed Obligations and (ii) the date the Debt has been repaid in full.

[NO FURTHER TEXT ON THIS PAGE]

EXECUTED as of the day and year first above written.

GUARANTOR:
Delaware corporation
MGM RESORTS INTERNATIONAL, a

By:		/s/ Andrew Hagopian III
Name:		Andrew Hagopian III
Title:		Chief Corporate Counsel & Assistant Secretary

ACKNOWLEDGED AND ACCEPTED BY:
ADMINISTRATIVE AGENT:
CITI REAL ESTATE FUNDING INC.

By:		/s/ Harry Kramer
Name:		Harry Kramer
Title:		Vice President

[Signature Page to Shortfall Collection Guaranty]

~~26440654.3.BUSINESS~~

Exhibit 10.14

FORM
(RSU Award – EQUITY ELECTION)

MGM RESORTS INTERNATIONAL
RESTRICTED STOCK UNITS AGREEMENT

No. of Restricted Stock Units:

This Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Resorts International, a Delaware corporation (the “Company”), and (the “Participant”) with an effective date of (the “Effective Date”).

RECITALS

A. The Board of Directors of the Company (the “Board”) has adopted the Company’s 2005 Omnibus Incentive Plan, as amended (the “Plan”), which provides for the granting of Restricted Stock Units (as that term is defined in Section 1 below) to selected service providers. Capitalized terms used and not defined in this Agreement shall have the same meanings as in the Plan.

B. The Compensation Committee of the Board (the “Committee”) has authorized the grant of Restricted Stock Units to the Participant pursuant to the terms of the Plan and this Agreement.

C. The Committee and the Participant intend that the Plan and this Agreement constitute the entire agreement between the parties hereto with regard to the subject matter hereof and shall supersede any other agreements, representations or understandings (whether oral or written and whether express or implied, and including, without limitation, any employment agreement between the Participant and the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) whether previously entered into, currently effective or entered into in the future) which relate to the subject matter hereof.

Accordingly, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definitions.

1.1 “Code” means the Internal Revenue Code of 1986, as amended.

1.2 “Employer” means the Company, the Subsidiaries and any Parent and affiliated companies.

1.3 “Fair Market Value” means the closing price of a share of Stock reported on the New York Stock Exchange (“NYSE”) or other applicable established stock exchange or over the counter market on the applicable date of determination, or if no closing price was reported on such date, the first trading day immediately preceding the applicable date of determination on which such a closing price was reported. In the event shares of Stock are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.

1.4 “Parent” means a parent corporation as defined in Section 424(e) of the Code.

1.5 “Restricted Stock Unit” means an award granted to a Participant pursuant to Article 8 of the Plan, except that no shares of Stock are actually awarded or granted to the Participant on the date of grant.

1.6 “Section 409A” means Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable.

1.7 “Stock” means the Company’s common stock, $.01 par value per share.

1.8 “Subsidiary” means a subsidiary corporation of the Company as defined in Section 424(f) of the Code or corporation or other entity, whether domestic or foreign, in which the Company has or obtains a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

2. Grant to Participant. The Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, an award of Restricted Stock Units. Except as otherwise set forth in the Plan or this Agreement, (i) each Restricted Stock Unit represents the right to receive one (1) share of Stock upon vesting of such Restricted Stock Units, and (ii) unless and until the Restricted Stock Units have vested in accordance with the terms of this Agreement, the Participant shall not have any right to delivery of the shares of Stock underlying such Restricted Stock Units or any other consideration in respect thereof. In no event will any Stock be delivered pursuant to this Agreement after December 31, 2020. If a Participant’s salary is reduced at any time between the first day of the pay period covered by the first paycheck the Participant receives following April 10, 2020 and the date the RSUs vest, then a number of RSUs will be automatically forfeited on the date of such salary reduction based on the following formula: (i) the gross amount of the Participants actual compensation reduction between the first day of the pay period covered by the first paycheck through the vesting date multiplied by the Participant’s election percentage as set forth in their Election Form, divided by (ii) the grant date value of the stock subject to the RSUs, rounded to the nearest whole share.

3. Terms and Conditions.

3.1 Vesting Schedule. Subject to Section 3.2, the Restricted Stock Units shall vest and be paid on the date of the Participant’s last paycheck on or prior to December 31, 2020 (the “Vesting Date”).

3.2 Vesting at Termination. Upon termination of employment with the Employer for any reason prior to the Vesting Date, Participant shall be paid a pro rata portion of the Restricted Stock Units on the termination date, calculated as the total number of RSUs granted pursuant to this Agreement multiplied by a fraction, the numerator of which is the number of days between the first day of the pay period covered by the first paycheck the Participant received following April 10, 2020 and the termination date, and the denominator of which is the total number of days through the last day of the final pay period before the Vesting Date.

3.3 Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion, of the Participant’s unvested Restricted Stock Units at any time, subject to the terms of the Plan and this Agreement. If so accelerated, the Restricted Stock Units will be considered as having vested as of the date specified by the Committee or an applicable written agreement but the Committee will have no right to accelerate any payment under this Agreement if such acceleration would cause this Agreement to fail to comply with Section 409A.

3.4 Stockholder Rights and Dividend Equivalents.

(i)Participant will have no rights as a stockholder with respect to any shares of Stock subject to Restricted Stock Units until the Restricted Stock Units have vested and shares of Stock relating thereto have been issued and recorded on the records of the Company or its transfer agent or registrars.

(ii)Notwithstanding the foregoing, each Restricted Stock Unit shall accrue dividend equivalents with respect to dividends that would otherwise be paid on the Stock underlying such Restricted Stock Unit during the period from the date of grant to the date such Stock is delivered. Any such dividend equivalent shall be deemed reinvested in additional full and fractional Restricted Stock Units immediately upon the related dividend’s payment date, based on the then-current Fair Market Value, and shall be subject to the same vesting, settlement and other conditions applicable to the Restricted Stock Unit on which such dividend equivalent is paid. Any fractional shares shall be paid in cash upon the vesting of such Restricted Share Units.

3.5 Limits on Transferability. The Restricted Stock Units granted under this Agreement may be transferred solely to a trust in which the Participant or the Participant’s spouse control the management of the assets. With respect to Restricted Stock Units, if any, that have been transferred to a trust, references in this Agreement to vesting related to such Restricted Stock Units shall be deemed to include such trust. Any transfer of Restricted Stock Units shall be subject to the terms and conditions of the Plan and this Agreement and the transferee shall be subject to the same terms and conditions as if it were the Participant. No interest of the Participant under this Agreement shall be subject to attachment, execution, garnishment, sequestration, the laws of bankruptcy or any other legal or equitable process.

3.6 Adjustments. If there is any change in the Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares of Stock, or any similar change affecting the Stock the Committee will make appropriate and proportionate adjustments (including relating to the Stock, other securities, cash or other consideration which may be acquired upon vesting of the Restricted Stock Units) that it deems necessary to the number and class of securities subject to the Restricted Stock Units and any other terms of this Agreement. Any adjustment so made shall be final and binding upon the Participant.

3.7 No Right to Continued Performance of Services. The grant of the Restricted Stock Units does not confer upon the Participant any right to continue to be employed by the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) nor may it interfere in any way with the right of the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) for which the Participant performs services to terminate the Participant’s employment at any time.

3.8 Compliance With Law and Regulations. The grant and vesting of Restricted Stock Units and the obligation of the Company to issue shares of Stock under this Agreement are subject to all applicable federal and state laws, rules and regulations, including those related to disclosure of financial and other information to the Participant and to approvals by any government or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of Stock prior to (A) the listing of such shares on any stock exchange on which the Stock may then be listed and (B) the completion of any registration or qualification of such shares under any federal or state law, or any rule or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable.

3.9 Corporate Transaction. Upon the occurrence of a reorganization, merger, consolidation, recapitalization, or similar transaction, unless otherwise specifically prohibited under applicable laws or by the applicable rules and regulations of any governing governmental agencies or national securities exchanges, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of the Restricted Stock Units, including without limitation the following (or any combination thereof): (i) continuation or assumption of the Restricted Stock Units by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of an award with substantially the same terms for the Restricted Stock Units; (iii) accelerated vesting with respect to the Restricted Stock Units immediately prior to the occurrence of such event and payment to the Participant within thirty (30) days thereafter; and (iv) cancellation of all or any portion of the Restricted Stock Units for fair value (in the form of cash or its equivalent (e.g., by check), other property or any combination thereof) as determined in the sole discretion of the Committee and which value may be zero (if the value of the underlying stock is zero), and payment to the Participant within thirty (30) days thereafter.

4. Investment Representation. The Participant must, within five (5) days of demand by the Company furnish the Company an agreement satisfactory to the Company in which the Participant represents that the shares of Stock acquired upon vesting are being acquired for investment. The Company will have the right, at its election, to place legends on the certificates representing the shares of Stock so being issued with respect to limitations on transferability imposed by federal and/or state laws, and the Company will have the right to issue “stop transfer” instructions to its transfer agent.

5. Participant Bound by Plan. The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as amended from time to time.

6. Withholding. The Company or any Parent or Subsidiary shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Stock Units awarded by this Agreement, their grant, vesting or otherwise, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes, which may include, without limitation, reducing the number of shares otherwise distributable to the Participant by the number of shares of Stock whose Fair Market Value is equal to the amount of tax required to be withheld by the Company or a Parent or Subsidiary as a result of the vesting or settlement or otherwise of the Restricted Stock Units.

In addition, the Company, on the grant date, made an estimated withholding payment on your behalf in connection with certain of your existing benefit withdrawal elections in calculating the number of Restricted Stock Units you were awarded. To the extent the actual amount withheld is different that the amount estimated, the Company will adjust the number of shares of Stock you are paid to account for the difference. Any adjustment so made shall be final and binding upon the Participant.

7. Notices. Any notice hereunder to the Company must be addressed to: MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, Attention: 2005 Omnibus Incentive Plan Administrator, and any notice hereunder to the Participant must be addressed to the Participant at the Participant’s last address on the records of the Company, subject to the right of either party to designate at any time hereafter in writing some other address. Any notice shall be deemed to have been duly given on personal delivery or three (3) days after being sent in a properly sealed envelope, addressed as set forth above, and deposited (with first class postage prepaid) in the United States mail.

8. Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof and shall supersede any other agreements, representations or understandings (whether oral or written and whether express or implied, and including, without limitation, any employment agreement between the Participant and the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) whether previously entered into, currently effective or entered into in the future that includes terms and conditions regarding equity awards) which relate to the subject matter hereof.

9. Waiver. No waiver of any breach or condition of this Agreement shall be deemed a waiver of any other or subsequent breach or condition whether of like or different nature.

10. Participant Undertaking. The Participant agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Restricted Stock Units pursuant to this Agreement.

11. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Agreement and agreed in writing to be joined herein and be bound by the terms hereof.

12. Governing Law. The parties hereto agree that the validity, construction and interpretation of this Agreement shall be governed by the laws of the state of Nevada.

13. Arbitration. Except as otherwise provided in Exhibit A to this Agreement (which constitutes a material provision of this Agreement), disputes relating to this Agreement shall be resolved by arbitration pursuant to Exhibit A hereto.

14. Amendment. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto; provided that the Company may alter, modify or amend this Agreement unilaterally if such change is not materially adverse to the Participant or to cause this Agreement to comply with applicable law.

15. Severability. The provisions of this Agreement are severable and if any portion of this Agreement is declared contrary to any law, regulation or is otherwise invalid, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding and enforceable.

16. Execution. Each party agrees that an electronic, facsimile or digital signature or an online acceptance or acknowledgment will be accorded the full legal force and effect of a handwritten signature under Nevada law. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

17. Variation of Pronouns. All pronouns and any variations thereof contained herein shall be deemed to refer to masculine, feminine, neuter, singular or plural, as the identity of the person or persons may require.

18. Tax Treatment; Section 409A. The Participant shall be responsible for all taxes with respect to the Restricted Stock Units. Notwithstanding the forgoing or any provision of the Plan or this Agreement:

18.1 The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A, and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. If any provision of this Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participant’s consent, modify such provision in order to comply with the requirements of Section 409A or to satisfy the conditions of any exception therefrom, or otherwise to avoid the imposition of the additional income tax and interest under Section 409A, while maintaining, to the maximum extent practicable, the original intent and economic benefit to the Participant, without materially increasing the cost to the Company, of the applicable provision. However, the Company makes no guarantee regarding the tax treatment of the Restricted Stock Units and none of the Company, its Parent, Subsidiaries or affiliates, nor any of their employees or representatives shall have any liability to the Participant with respect thereto.

such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Participant, and (ii) the date of the Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 19.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

18.3 For purposes of Section 409A, the Participant’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

* * *

[The remainder of this page is left blank intentionally.]

IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Units Agreement as of the date first written above.


MGM RESORTS INTERNATIONAL


By:

Name:

Title:


PARTICIPANT


By:

Name:

EXHIBIT A

ARBITRATION

This Exhibit A sets forth the methods for resolving disputes should any arise under the Agreement, and accordingly, this Exhibit A shall be considered a part of the Agreement.

1.Except for a claim by either Participant or the Company for injunctive relief where such would be otherwise authorized by law, any controversy or claim arising out of or relating to the Agreement or the breach hereof including without limitation any claim involving the interpretation or application of the Agreement or the Plan, shall be submitted to binding arbitration in accordance with the employment arbitration rules then in effect of the Judicial Arbitration and Mediation Service (“JAMS”), to the extent not inconsistent with this paragraph. This Exhibit A covers any claim Participant might have against any officer, director, employee, or agent of the Company, or any of the Company’s subsidiaries, divisions, and affiliates, and all successors and assigns of any of them. The promises by the Company and Participant to arbitrate differences, rather than litigate them before courts or other bodies, provide consideration for each other, in addition to other consideration provided under the Agreement.

2.Claims Subject to Arbitration. This Exhibit A contemplates mandatory arbitration to the fullest extent permitted by law. Only claims that are justiciable under applicable state or federal law are covered by this Exhibit A. Such claims include any and all alleged violations of any state or federal law whether common law, statutory, arising under regulation or ordinance, or any other law, brought by any current or former employees.

3.Non-Waiver of Substantive Rights. This Exhibit A does not waive any rights or remedies available under applicable statutes or common law. However, it does waive Participant’s right to pursue those rights and remedies in a judicial forum. By signing the Agreement and the acknowledgment at the end of this Exhibit A, the undersigned Participant voluntarily agrees to arbitrate his or her claims covered by this Exhibit A.

4.Time Limit to Pursue Arbitration; Initiation: To ensure timely resolution of disputes, Participant and the Company must initiate arbitration within the statute of limitations (deadline for filing) provided for by applicable law pertaining to the claim. The failure to initiate arbitration within this time limit will bar any such claim. The parties understand that the Company and Participant are waiving any longer statutes of limitations that would otherwise apply, and any aggrieved party is encouraged to give written notice of any claim as soon as possible after the event(s) in dispute so that arbitration of any differences may take place promptly. The parties agree that the aggrieved party must, within the time frame provided by this Exhibit A, give written notice of a claim pursuant to Section 7 of the Agreement. In the event such notice is to be provided to the Company, the Participant shall provide a copy of such notice of a claim to the Company’s Executive Vice President and General Counsel. Written notice shall identify and describe the nature of the claim, the supporting facts and the relief or remedy sought.

5.Selecting an Arbitrator: This Exhibit A mandates Arbitration under the then current rules of the Judicial Arbitration and Mediation Service (JAMS) regarding employment disputes. The arbitrator shall be either a retired judge or an attorney experienced in employment law and licensed to practice in the state in which arbitration is convened. The parties shall select one arbitrator from among a list of three qualified neutral arbitrators provided by JAMS. If the parties are unable to agree on the arbitrator, each party shall strike one name and the remaining named arbitrator shall be selected.

6.Representation/Arbitration Rights and Procedures:

a.Participant may be represented by an attorney of his/her choice at his/her own expense.

b.The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of Nevada (without regard to its choice of law provisions) and/or federal law when applicable. In all cases, this Exhibit A shall provide for the broadest level of arbitration of claims between the Company and Participant under Nevada or applicable federal law. The arbitrator is without jurisdiction to apply any different substantive law or law of remedies.

c.The arbitrator shall have no authority to award non-economic damages or punitive damages except where such relief is specifically authorized by an applicable state or federal statute or common law. In such a situation, the arbitrator shall specify in the award the specific statute or other basis under which such relief is granted.

d.The applicable law with respect to privilege, including attorney-client privilege, work product, and offers to compromise must be followed.

e.The parties shall have the right to conduct reasonable discovery, including written and oral (deposition) discovery and to subpoena and/or request copies of records, documents and other relevant discoverable information consistent with the procedural rules of JAMS. The arbitrator shall decide disputes regarding the scope of discovery and shall have authority to regulate the conduct of any hearing and/or trial proceeding. The arbitrator shall have the right to entertain a motion to dismiss and/or motion for summary judgment.

f.The parties shall exchange witness lists at least 30 days prior to the trial/hearing procedure. The arbitrator shall have subpoena power so that either Participant or the Company may summon witnesses. The arbitrator shall use the Federal Rules of Evidence. Both parties have the right to file a post hearing brief. Any party, at its own expense, may arrange for and pay the cost of a court reporter to provide a stenographic record of the proceedings.

g.Any arbitration hearing or proceeding shall take place in private, not open to the public, in Las Vegas, Nevada.

7.Arbitrator’s Award: The arbitrator shall issue a written decision containing the specific issues raised by the parties, the specific findings of fact, and the specific conclusions of law. The award shall be rendered promptly, typically within 30 days after conclusion of the arbitration hearing, or the submission of post-hearing briefs if requested. The arbitrator may not award any relief or remedy in excess of what a court could grant under applicable law. The arbitrator’s decision is final and binding on both parties. Judgment upon an award rendered by the arbitrator may be entered in any court having competent jurisdiction.

a.Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Exhibit A and to enforce an arbitration award.

b.In the event of any administrative or judicial action by any agency or third party to adjudicate a claim on behalf of Participant which is subject to arbitration under this Exhibit A, Participant hereby waives the right to participate in any monetary or other recovery obtained by such agency or third party in any such action, and Participant’s sole remedy with respect to any such claim shall be any award decreed by an arbitrator pursuant to the provisions of this Exhibit A.

8.Fees and Expenses: The Company shall be responsible for paying any filing fee and the fees and costs of the arbitrator; provided, however, that if Participant is the party initiating the claim, Participant will contribute an amount equal to the filing fee to initiate a claim in the court of general jurisdiction in the state in which Participant is (or was last) employed by the Company. Participant and the Company shall each pay for their own expenses, attorney’s fees (a party’s responsibility for his/her/its own attorney’s fees is only limited by any applicable statute specifically providing that attorney’s fees may be awarded as a remedy), and costs and fees regarding witness, photocopying and other preparation expenses. If any party prevails on a statutory claim that affords the prevailing party attorney’s fees and costs, or if there is a written agreement providing for attorney’s fees and/or costs, the arbitrator may award reasonable attorney’s fees and/or costs to the prevailing party, applying the same standards a court would apply under the law applicable to the claim(s).

9.The arbitration provisions of this Exhibit A shall survive the termination of Participant’s employment with the Company and the expiration of the Agreement. These arbitration provisions can only be modified or revoked in a writing signed by both parties and which expressly states an intent to modify or revoke the provisions of this Exhibit A.

10.The arbitration provisions of this Exhibit A do not alter or affect the termination provisions of this Agreement.

11.Capitalized terms not defined in this Exhibit A shall have the same definition as in the Agreement to which this is Exhibit A.

12.If any provision of this Exhibit A is adjudged to be void or otherwise unenforceable, in whole or in part, such adjudication shall not affect the validity of the remainder of Exhibit A. All other provisions shall remain in full force and effect.

ACKNOWLEDGMENT

BOTH PARTIES ACKNOWLEDGE THAT: THEY HAVE CAREFULLY READ THIS EXHIBIT A IN ITS ENTIRETY, THEY UNDERSTAND ITS TERMS, EXHIBIT A CONSTITUTES A MATERIAL TERM AND CONDITION OF THE RESTRICTED STOCK UNITS AGREEMENT BETWEEN THE PARTIES TO WHICH IT IS EXHIBIT A, AND THEY AGREE TO ABIDE BY ITS TERMS.

The parties also specifically acknowledge that by agreeing to the terms of this Exhibit A, they are waiving the right to pursue claims covered by this Exhibit A in a judicial forum and instead agree to arbitrate all such claims before an arbitrator without a court or jury. It is specifically understood that this Exhibit A does not waive any rights or remedies which are available under applicable state and federal statutes or common law. Both parties enter into this Exhibit A voluntarily and not in reliance on any promises or representation by the other party other than those contained in the Agreement or in this Exhibit A.

Participant further acknowledges that Participant has been given the opportunity to discuss this Exhibit A with Participant’s private legal counsel and that Participant has availed himself/herself of that opportunity to the extent Participant wishes to do so.

* * *

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Exhibit 10.15

FORM
(RSU Award – EQUITY ELECTION DIRECTOR)

MGM RESORTS INTERNATIONAL
RESTRICTED STOCK UNITS AGREEMENT

No. of Restricted Stock Units:

RECITALS

B. The Board has authorized the grant of Restricted Stock Units to the Participant pursuant to the terms of the Plan and this Agreement.

C. The Company and the Participant intend that the Plan and this Agreement constitute the entire agreement between the parties hereto with regard to the subject matter hereof and shall supersede any other agreements, representations or understandings (whether oral or written and whether express or implied, and including, without limitation, any employment agreement between the Participant and the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) whether previously entered into, currently effective or entered into in the future) which relate to the subject matter hereof.

Accordingly, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definitions.

1.1 “Code” means the Internal Revenue Code of 1986, as amended.

1.2 “Committee” means the Compensation Committee of the Board.

1.3 “Employer” means the Company, the Subsidiaries and any Parent and affiliated companies.

1.4 “Fair Market Value” means the closing price of a share of Stock reported on the New York Stock Exchange (“NYSE”) or other applicable established stock exchange or over the counter market on the applicable date of determination, or if no closing price was reported on such date, the first trading day immediately preceding the applicable date of determination on which such a closing price was reported. In the event shares of Stock are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.

1.5 “Parent” means a parent corporation as defined in Section 424(e) of the Code.

1.6 “Restricted Stock Unit” means an award granted to a Participant pursuant to Article 8 of the Plan, except that no shares of Stock are actually awarded or granted to the Participant on the date of grant.

1.7 “Section 409A” means Section 409A of the Code, and the regulations and guidance promulgated thereunder to the extent applicable.

1.8 “Stock” means the Company’s common stock, $.01 par value per share.

1.9 “Subsidiary” means a subsidiary corporation of the Company as defined in Section 424(f) of the Code or corporation or other entity, whether domestic or foreign, in which the Company has or obtains a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.

2. Grant to Participant. The Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, an award of Restricted Stock Units. Except as otherwise set forth in the Plan or this Agreement, (i) each Restricted Stock Unit represents the right to receive one (1) share of Stock upon vesting of such Restricted Stock Units, and (ii) unless and until the Restricted Stock Units have vested in accordance with the terms of this Agreement, the Participant shall not have any right to delivery of the shares of Stock underlying such Restricted Stock Units or any other consideration in respect thereof. In no event will any Stock be delivered pursuant to this Agreement after December 31, 2020. If a Participant’s cash compensation is reduced at any time between April 1, 2020 and December 31, 2020, then a number of RSUs will be automatically forfeited on date the Participant’s cash compensation is reduced based on the following formula: (i) the gross amount of Participant’s actual compensation reduction between April 1, 2020 and December 31, 2020 multiplied by the Participant’s election percentage as set forth in their Election Form, divided by (ii) the grant date value of the stock subject to the RSUs, rounded to the nearest whole share. Any adjustment so made shall be final and binding upon the Participant.

3. Terms and Conditions.

3.1 Vesting Schedule. Subject to Section 3.2, the Restricted Stock Units shall vest and be paid on December 31, 2020 (the “Vesting Date”).

3.2 Vesting at Termination. Upon the Participant ceasing to be a member of the Board for any reason prior to the Vesting Date, Participant shall be paid a pro rata portion of the Restricted Stock Units on the date they cease to be a member of a Board, calculated as the total number of RSUs granted pursuant to this Agreement multiplied by a fraction, the numerator of which is the number of days between April 1, 2020 and the date such Participant ceases to serve on the Board and the denominator of which is the total number of days through the Vesting Date.

3.3 Board or Committee Discretion. The Board or Committee, as applicable, in its discretion, may accelerate the vesting of the balance, or some lesser portion, of the Participant’s unvested Restricted Stock Units at any time, subject to the terms of the Plan and this Agreement. If so accelerated, the Restricted Stock Units will be considered as having vested as of the date specified by the Board or Committee, as applicable, or an applicable written agreement but the Board or Committee, as applicable, will have no right to accelerate any payment under this Agreement if such acceleration would cause this Agreement to fail to comply with Section 409A.

3.4 Stockholder Rights and Dividend Equivalents.

3.6 Adjustments. If there is any change in the Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares of Stock, or any similar change affecting the Stock the Board or the Committee, as applicable, will make appropriate and proportionate adjustments (including relating to the Stock, other securities, cash or other consideration which may be acquired upon vesting of the Restricted Stock Units) that it deems necessary to the number and class of securities subject to the Restricted Stock Units and any other terms of this Agreement. Any adjustment so made shall be final and binding upon the Participant.

3.7 No Right to Continued Performance of Services. The grant of the Restricted Stock Units does not confer upon the Participant any right to continue to continue to serve on the Board, nor may it interfere in any way with the right of the Company or the Board to terminate the Participant’s services at any time.

5. Participant Bound by Plan. The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as amended from time to time.

9. Waiver. No waiver of any breach or condition of this Agreement shall be deemed a waiver of any other or subsequent breach or condition whether of like or different nature.

12. Governing Law. The parties hereto agree that the validity, construction and interpretation of this Agreement shall be governed by the laws of the state of Nevada.

18.2 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Participant, and (ii) the date of the Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 19.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

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IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Units Agreement as of the date first written above.

MGM RESORTS INTERNATIONAL

By:
Name:
Title:

PARTICIPANT

By:
Name:

EXHIBIT A

ARBITRATION

This Exhibit A sets forth the methods for resolving disputes should any arise under the Agreement, and accordingly, this Exhibit A shall be considered a part of the Agreement.

6.Representation/Arbitration Rights and Procedures:

a.Participant may be represented by an attorney of his/her choice at his/her own expense.

d.The applicable law with respect to privilege, including attorney-client privilege, work product, and offers to compromise must be followed.

g.Any arbitration hearing or proceeding shall take place in private, not open to the public, in Las Vegas, Nevada.

a.Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Exhibit A and to enforce an arbitration award.

10.The arbitration provisions of this Exhibit A do not alter or affect the termination provisions of this Agreement.

11.Capitalized terms not defined in this Exhibit A shall have the same definition as in the Agreement to which this is Exhibit A.

ACKNOWLEDGMENT

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Exhibit 22

List of Guarantor Subsidiaries of MGM Resorts International

As of March 31, 2020, the subsidiaries of MGM Resorts International (the “Company”) listed below have fully and unconditionally guaranteed the Company’s (i) 7.750% senior notes due 2022, (ii) 6.000% senior notes due 2023, (iii) 5.750% senior notes due 2025, (iv) 4.625% senior notes due 2026 and (v) 5.500% senior notes due 2027 (collectively, the “MGM Notes”). In addition, as of March 31, 2020, Mandalay Resort Group, a wholly owned subsidiary of the Company, was the issuer of 7.0% Debentures due 2036 (the “Mandalay Notes”), and the Company and the other subsidiaries listed below were guarantors of the Mandalay Notes.

Name of Subsidiary		Issuer/Guarantor Status
550 Leasing Company II, LLC		(1)
AC Holding Corp.		(1)
AC Holding Corp. II		(1)
Arena Land Holdings, LLC		(1)
Aria Resort & Casino, LLC		(1)
Beau Rivage Resorts, LLC		(1)
Bellagio, LLC, dba Bellagio		(1)
Cedar Downs OTB, LLC		(1)
Circus Circus Casinos, Inc.		(1)
Circus Circus Holdings, Inc.		(1)
CityCenter Facilities Management, LLC		(1)
CityCenter Realty Corporation		(1)
CityCenter Retail Holdings Management, LLC		(1)
Destron, Inc.		(1)
Grand Garden Arena Management, LLC		(1)
Grand Laundry, Inc.		(1)
Las Vegas Arena Management, LLC		(1)
LV Concrete Corp.		(1)
MAC, Corp.		(1)
Mandalay Bay, LLC		(1)
Mandalay Employment, LLC		(1)
Mandalay Place, LLC		(1)
Mandalay Resort Group		(2)
Marina District Development Company, LLC, LLC, dba The Borgata Hotel Casino & Spa		(1)
Marina District Development Holding Co., LLC		(1)
Metropolitan Marketing, LLC		(1)
MGM CC, LLC		(1)
MGM Dev, LLC		(1)
MGM Elgin Sub, Inc.		(1)
MGM Grand Detroit, Inc.		(1)
MGM Grand Hotel, LLC, dba MGM Grand Hotel & Casino		(1)
MGM Hospitality, LLC		(1)
MGM International, LLC		(1)
MGM Lessee, LLC		(1)
MGM Lessee II, LLC		(1)
MGM MA Sub, LLC		(1)
MGM Public Policy, LLC		(1)
MGM Resorts Advertising, Inc.		(1)
MGM Resorts Arena Holdings, LLC		(1)
MGM Resorts Aviation Corp.		(1)
MGM Resorts Corporate Services		(1)
MGM Resorts Design & Development		(1)
MGM Resorts Development, LLC		(1)
MGM Resorts Festival Grounds, LLC		(1)
MGM Resorts Festival Grounds II, LLC		(1)
MGM Resorts Global Development, LLC		(1)
MGM Resorts Interactive, LLC		(1)

- 1 -

41086.01500

Name of Subsidiary		Issuer/Guarantor Status
MGM Resorts International Marketing, Inc.		(1)
MGM Resorts International Operations, Inc.		(1)
MGM Resorts Land Holdings, LLC		(1)
MGM Resorts Manufacturing Corp.		(1)
MGM Resorts Mississippi, LLC		(1)
MGM Resorts Regional Operations, LLC		(1)
MGM Resorts Retail		(1)
MGM Resorts Satellite, LLC		(1)
MGM Resorts Sub 1, LLC		(1)
MGM Resorts Sub B, LLC		(1)
MGM Resorts Venue Management, LLC		(1)
MGM Yonkers, Inc.		(1)
MH, Inc., dba Shadow Creek		(1)
Mirage Laundry Services Corp.		(1)
Mirage Resorts, LLC		(1)
MMNY Land Company, Inc.		(1)
New Castle, LLC		(1)
New York-New York Hotel & Casino, LLC, dba New York-New York Hotel & Casino		(1)
New York-New York Tower, LLC		(1)
Northfield Park Associates LLC		(1)
Park District Holdings, LLC		(1)
Park Theater, LLC		(1)
PRMA, LLC		(1)
PRMA Land Development Company, dba Primm Valley Golf Club		(1)
Project CC, LLC		(1)
Ramparts, LLC		(1)
Signature Tower I, LLC		(1)
Signature Tower 2, LLC		(1)
Signature Tower 3, LLC		(1)
The Mirage Casino-Hotel, LLC		(1)
The Signature Condominiums, LLC		(1)
Tower B, LLC		(1)
Tower C, LLC		(1)
Vdara Condo Hotel, LLC		(1)
Vendido, LLC		(1)
Victoria Partners, dba Park MGM Las Vegas		(1)
VidiAd		(1)
Vintage Land Holdings, LLC		(1)

_______________________________

(1)	Guarantor of the MGM Notes and the Mandalay Notes.
(2)	Issuer of the Mandalay Notes and guarantor of the MGM Notes.

- 2 -

41086.01500

Exhibit 31.1

CERTIFICATION

I, William J. Hornbuckle, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of MGM Resorts International;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 1, 2020

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

Acting Chief Executive Officer and President

Exhibit 31.2

CERTIFICATION

I, Corey I. Sanders, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of MGM Resorts International;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

May 1, 2020

/s/ COREY I. SANDERS

Corey I. Sanders

Chief Financial Officer and Treasurer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of MGM Resorts International (the “Company”) on Form 10-Q for the period ending March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Hornbuckle, Acting Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

Acting Chief Executive Officer and President

May 1, 2020

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of MGM Resorts International (the “Company”) on Form 10-Q for the period ending March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Corey I. Sanders, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ COREY I. SANDERS

Corey I. Sanders

Chief Financial Officer and Treasurer

May 1, 2020

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.