Edgar Filing: MGM Resorts International

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2014

¨	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)

(Former name, former address and former fiscal year, if changed since last report)

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files): Yes x No ¨

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

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 August 4, 2014
Common Stock, $.01 par value		490,741,383 shares

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

FORM 10-Q

I N D E X


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Balance Sheets at June 30, 2014 and December 31, 2013		1

	Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2014 and June 30, 2013		2

	Consolidated Statements of Comprehensive Income (Loss) for the Three Months and Six Months Ended June 30, 2014 and June 30, 2013		3

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and June 30, 2013		4

	Condensed Notes to Consolidated Financial Statements		5-24

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25-38

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		38

Item 4.	Controls and Procedures		38

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings		39

Item 1A.	Risk Factors		40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		40

Item 6.	Exhibits		40

SIGNATURES			42

Part I. FINANCIAL INFORMATION

Item 1.

Financial Statements

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


	June 30, 2014		December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	1,365,137	$	1,803,669
Accounts receivable, net		473,922		488,217
Inventories		102,524		107,907
Deferred income taxes, net		—		80,989
Prepaid expenses and other		224,732		238,657

Total current assets		2,166,315		2,719,439


Property and equipment, net		14,113,722		14,055,212

Other assets
Investments in and advances to unconsolidated affiliates		1,420,924		1,374,836
Goodwill		2,898,861		2,897,442
Other intangible assets, net		4,396,436		4,511,861
Other long-term assets, net		576,045		551,395

Total other assets		9,292,266		9,335,534

	$	25,572,303	$	26,110,185

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	253,475	$	241,192
Income taxes payable		32,817		14,813
Current portion of long-term debt		317,194		—
Deferred income taxes, net		1,522		—
Accrued interest on long-term debt		191,141		188,522
Other accrued liabilities		1,764,167		1,770,801

Total current liabilities		2,560,316		2,215,328


Deferred income taxes		2,356,998		2,430,414
Long-term debt		12,606,520		13,447,230
Other long-term obligations		106,941		141,590

Commitments and contingencies (Note 5)

Stockholders’ equity
Common stock, $.01 par value: authorized 1,000,000,000 shares; issued and outstanding 490,712,807 and 490,360,628 shares		4,907		4,904
Capital in excess of par value		4,166,365		4,156,680
Retained earnings		270,796		57,092
Accumulated other comprehensive income		15,235		12,503

Total MGM Resorts International stockholders’ equity		4,457,303		4,231,179
Noncontrolling interests		3,484,225		3,644,444

Total stockholders’ equity		7,941,528		7,875,623

	$	25,572,303	$	26,110,185

The accompanying condensed 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 June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Revenues
Casino	$	1,475,165		$	1,443,157		$	3,058,597		$	2,844,577
Rooms		463,151			437,710			915,537			838,960
Food and beverage		412,723			394,247			796,115			754,129
Entertainment		138,735			121,001			272,512			234,855
Retail		50,811			52,748			95,427			97,455
Other		134,068			127,914			259,495			251,740
Reimbursed costs		95,745			92,741			190,720			182,977

		2,770,398			2,669,518			5,588,403			5,204,693
Less: Promotional allowances		(189,365	)		(188,253	)		(376,972	)		(371,280	)

		2,581,033			2,481,265			5,211,431			4,833,413

Expenses
Casino		916,817			916,807			1,907,651			1,792,053
Rooms		142,413			134,001			276,651			261,710
Food and beverage		241,124			225,696			461,182			430,436
Entertainment		104,761			89,940			203,698			173,665
Retail		26,055			27,865			49,531			53,831
Other		92,077			92,819			179,654			178,792
Reimbursed costs		95,745			92,741			190,720			182,977
General and administrative		327,484			314,324			646,730			618,225
Corporate expense		54,439			52,364			107,790			98,988
Preopening and start-up expenses		9,759			3,506			15,395			5,652
Property transactions, net		33,170			88,131			33,728			96,622
Depreciation and amortization		203,070			218,151			410,725			430,069

		2,246,914			2,256,345			4,483,455			4,323,020

Income from unconsolidated affiliates		5,868			6,682			24,644			23,026

Operating income		339,987			231,602			752,620			533,419

Non-operating income (expense):
Interest expense, net of amounts capitalized		(203,936	)		(214,500	)		(413,323	)		(439,947	)
Non-operating items from unconsolidated affiliates		(14,578	)		(38,864	)		(28,301	)		(60,943	)
Other, net		(309	)		(4,951	)		(1,743	)		(6,233	)

		(218,823	)		(258,315	)		(443,367	)		(507,123	)

Income (loss) before income taxes		121,164			(26,713	)		309,253			26,296
Benefit (provision) for income taxes		52,540			(3,865	)		56,059			(34,296	)

Net income (loss)		173,704			(30,578	)		365,312			(8,000	)
Less: Net income attributable to noncontrolling interests		(68,160	)		(62,380	)		(151,608	)		(78,412	)

Net income (loss) attributable to MGM Resorts International	$	105,544		$	(92,958	)	$	213,704		$	(86,412	)

Net income (loss) per share of common stock attributable to MGM Resorts International
Basic	$	0.22		$	(0.19	)	$	0.44		$	(0.18	)

Diluted	$	0.21		$	(0.19	)	$	0.42		$	(0.18	)

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net income (loss)	$	173,704		$	(30,578	)	$	365,312		$	(8,000	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		5,862			6,416			3,102			(6,225	)
Other		—			—			1,250			115

Other comprehensive income (loss)		5,862			6,416			4,352			(6,110	)

Comprehensive income (loss)		179,566			(24,162	)		369,664			(14,110	)
Less: Comprehensive income attributable to noncontrolling interests		(71,023	)		(65,470	)		(153,228	)		(75,297	)

Comprehensive income (loss) attributable to MGM Resorts International	$	108,543		$	(89,632	)	$	216,436		$	(89,407	)

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2014			2013
Cash flows from operating activities
Net income (loss)	$	365,312		$	(8,000	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		410,725			430,069
Amortization of debt discounts, premiums and issuance costs		18,728			16,876
Loss on retirement of long-term debt		—			3,791
Provision for doubtful accounts		24,294			16,696
Stock-based compensation		16,600			16,555
Property transactions, net		33,728			96,622
Loss from unconsolidated affiliates		3,777			38,293
Distributions from unconsolidated affiliates		7,260			8,075
Deferred income taxes		(3,052	)		69,143
Change in operating assets and liabilities:
Accounts receivable		(9,964	)		(13,703	)
Inventories		5,391			6,456
Income taxes receivable and payable, net		18,005			5,420
Prepaid expenses and other		(2,605	)		(30,646	)
Prepaid Cotai land concession premium		(11,206	)		3,289
Accounts payable and accrued liabilities		(78,514	)		98,230
Other		5,145			(27,104	)

Net cash provided by operating activities		803,624			730,062

Cash flows from investing activities
Capital expenditures, net of construction payable		(370,248	)		(242,878	)
Dispositions of property and equipment		412			323
Investments in and advances to unconsolidated affiliates		(53,750	)		(14,400	)
Distributions from unconsolidated affiliates in excess of earnings		790			—
Investments in treasury securities - maturities longer than 90 days		(93,137	)		(120,332	)
Proceeds from treasury securities - maturities longer than 90 days		111,238			135,268
Other		2,535			1,806

Net cash used in investing activities		(402,160	)		(240,213	)

Cash flows from financing activities
Net repayments under bank credit facilities - maturities of 90 days or less		(1,737,750	)		(14,000	)
Borrowings under bank credit facilities - maturities longer than 90 days		3,451,875			2,793,000
Repayments under bank credit facilities - maturities longer than 90 days		(1,728,125	)		(2,793,000	)
Retirement of senior notes		(508,900	)		(462,234	)
Debt issuance costs		—			(17,061	)
Distributions to noncontrolling interest owners		(314,447	)		(259,016	)
Other		(2,173	)		(1,687	)

Net cash used in financing activities		(839,520	)		(753,998	)

Effect of exchange rate on cash		(476	)		(687	)

Cash and cash equivalents
Net decrease for the period		(438,532	)		(264,836	)
Balance, beginning of period		1,803,669			1,543,509

Balance, end of period	$	1,365,137		$	1,278,673

Supplemental cash flow disclosures
Interest paid, net of amounts capitalized	$	391,976		$	436,147
Federal, state and foreign income taxes paid, net of refunds		8,508			1,382
Non-cash investing and financing activities
Increase in investment in and advances to CityCenter related to change in completion guarantee liability	$	42,922		$	43,271

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 — ORGANIZATION

Organization. MGM Resorts International (the “Company”) is a Delaware corporation that acts largely as a holding company and, through wholly owned subsidiaries, primarily owns and/or operates casino resorts. The Company owns and operates the following casino resorts in Las Vegas, Nevada: Bellagio, MGM Grand Las Vegas, The Mirage, Mandalay Bay, Luxor, New York-New York, Monte Carlo, Excalibur and Circus Circus Las Vegas. Operations at MGM Grand Las Vegas include management of The Signature at MGM Grand Las Vegas, a condominium-hotel consisting of three towers. Other Nevada operations include Circus Circus Reno, Gold Strike in Jean and Railroad Pass in Henderson. Along with its local partners, the Company owns and operates MGM Grand Detroit in Detroit, Michigan. The Company owns and operates two resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike Tunica. The Company also owns 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.

The Company owns 51% and has a controlling interest in MGM China Holdings Limited (“MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”), the Macau company that owns and operates the MGM Macau resort and casino and the related gaming subconcession and land concession. MGM Grand Paradise has a land concession contract with the government of Macau to develop a second resort and casino on an approximately 17.8 acre site in Cotai, Macau (“MGM Cotai”). MGM Cotai will be an integrated casino, hotel and entertainment complex with up to 1,600 hotel rooms, 500 gaming tables and 2,500 slots. The total estimated project budget is $2.9 billion, excluding development fees eliminated in consolidation, capitalized interest and land.

The Company owns 50% of CityCenter, located between Bellagio and Monte Carlo. 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, a casino resort; Mandarin Oriental Las Vegas, a non-gaming boutique hotel; Crystals, a retail, dining and entertainment district; and Vdara, a luxury condominium-hotel. In addition, CityCenter features residential units in the Residences at Mandarin Oriental and Veer. The Company receives a management fee of 2% of revenues for the management of Aria and Vdara, and 5% of EBITDA (as defined in the agreements governing the Company’s management of Aria and Vdara). In addition, the Company receives an annual fee of $3 million for the management of Crystals. See Note 3 for additional information related to CityCenter.

The Company has 50% interests in Grand Victoria and Silver Legacy. Grand Victoria is a riverboat casino in Elgin, Illinois; an affiliate of Hyatt Gaming owns the other 50% of Grand Victoria and also operates the resort. Silver Legacy is located in Reno, adjacent to Circus Circus Reno, and the other 50% is owned by Eldorado LLC.

The Company seeks to leverage its management expertise and well-recognized brands through domestic and international expansion opportunities. The Company has entered into management agreements for non-gaming hotels, resorts and residential products in the Middle East, North Africa, India and the United States. In 2014, the Company and the Hakkasan Group formed MGM Hakkasan Hospitality (“MGM Hakkasan”), owned 50% by each member, to design, develop and manage luxury non-gaming hotels, resorts and residences under certain brands licensed from the Company and the Hakkasan Group. The Company will contribute all of the management agreements for non-gaming hotels, resorts and residential projects (outside of the greater China region) that are currently under development to MGM Hakkasan. In addition, the Company will continue to develop and manage properties in the greater China region with Diaoyutai State Guesthouse, including the MGM Grand Sanya on Hainan Island, in the People’s Republic of China, which opened in 2012.

The Maryland Video Lottery Facility Location Commission has awarded MGM National Harbor, LLC (“MGM National Harbor”) the license to build and operate a destination resort casino in Prince George’s County at National Harbor. Currently, the expected cost to develop and construct MGM National Harbor is approximately $1.2 billion, excluding capitalized interest and land related costs. The Company expects the resort to include a casino with approximately 3,600 slots, 160 table games including poker; a 300 suite hotel with luxury spa and rooftop pool; high end branded retail; fine and casual dining; a dedicated 3,000 seat theater venue; 35,000 square feet of meeting and event space; and a 5,000 space parking garage.

On June 13, 2014, the Massachusetts Gaming Commission (the “MGC”) agreed to award the Company’s subsidiary developing MGM Springfield the Category One casino license in Region B, Western Massachusetts, one of three licensing regions designated by legislation. However, on June 24, 2014, the Massachusetts Supreme Judicial Court ruled that a proposed ballot initiative seeking to prohibit local casinos, slot parlors and other wagering in Massachusetts was constitutional and thereby allowed the ballot initiative to appear on the November 4, 2014 ballot. The MGC has agreed that the Company is not required to make the final award payment of licensing fees and other costs unless the ballot initiative fails to pass in the November 2014 elections.

MGM Springfield is proposed to be developed on 14.5 acres of land between Union and State streets, and Columbus Avenue and Main Street in Springfield, Massachusetts. The cost to develop and construct MGM Springfield is currently expected to be approximately $690 million, excluding capitalized interest and land related costs. The Company expects the resort will include a casino with approximately 3,000 slots and 75 table games, a poker room and high limit VIP gambling area, 250 hotel rooms, 55,000 square feet of retail and restaurant space that will accommodate 15 shops and restaurants, and a multi-level parking garage.

In 2013, the Company entered into an agreement with a subsidiary of Anschutz Entertainment Group, Inc. (“AEG”) (a leader in sports, entertainment, and promotions) to design, construct, and operate an arena which will be located on a parcel of the Company’s land between Frank Sinatra Drive and New York-New York, adjacent to the Las Vegas Strip. The Company and AEG each own 50% of the developer of the arena. The proposed arena is anticipated to seat between 18,000 – 20,000 people and is currently scheduled to be completed in 2016. Such development is estimated to cost approximately $350 million, excluding capitalized interest and land related costs, and is contingent on obtaining permanent financing.

The Company has two reportable segments: wholly owned domestic resorts and MGM China. See Note 10 for additional information about the Company’s segments.

Borgata. The Company has a 50% economic interest in the Borgata Hotel Casino & Spa (“Borgata”) located on Renaissance Pointe in the Marina area of Atlantic City, New Jersey. Boyd Gaming Corporation owns the other 50% of Borgata and also operates the resort. The Company’s interest is held in trust and was offered for sale pursuant to its amended settlement agreement with the New Jersey Division of Gaming Enforcement and approved by the New Jersey Casino Control Commission (“CCC”). The terms of the amended settlement agreement previously mandated the sale by March 2014. The Company had the right to direct the sale through March 2013 (the “divesture period”), subject to approval of the CCC, and the trustee was responsible for selling the trust property during the following 12-month period (the “terminal sale period”). On February 13, 2013, the settlement agreement was further amended to allow the Company to re-apply to the CCC for licensure in New Jersey and to defer expiration of these periods pending the outcome of the licensure process. The Company has submitted its licensure request to the CCC and there can be no assurances that such request will be approved or with respect to the timing of the licensure process. If the CCC denies the Company’s licensure request, then the divesture period will immediately end, and the terminal sale period will immediately begin, which will result in the Company’s Borgata interest being disposed of by the trustee pursuant to the terms of the settlement agreement.

The Company consolidates the trust because it is the sole economic beneficiary and accounts for its interest in Borgata under the cost method. The Company reviews its investment carrying value whenever indicators of impairment exist. As of June 30, 2014, the trust had $86 million of cash and investments, of which $69 million is held in U.S. treasury securities with maturities greater than three months but less than one year, and is recorded within “Prepaid expenses and other.”

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, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2013 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

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.

Fair value measurements. Fair value measurements affect the Company’s accounting and impairment assessments of its long-lived assets, investments in unconsolidated affiliates, cost method investments, assets acquired and liabilities assumed in an acquisition, and goodwill and other intangible assets. Fair value measurements also affect the Company’s accounting for certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are observable inputs for similar assets; or Level 3 inputs, which are unobservable inputs.

•

The Company uses Level 2 inputs to measure the fair value of the Company’s treasury securities held by the Borgata trust. See Note 1;

•

The Company uses Level 1 inputs for its long-term debt fair value disclosures. See Note 4; and

•

The Company used Level 3 inputs when assessing the fair value of its investment in Grand Victoria at June 30, 2014 and 2013. See Note 3.

Income tax provision. 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 (43.4%) and (18.1%) for the three months and six months ended June 30, 2014, respectively.

The Company recognizes deferred tax assets, net of applicable reserves, related to tax loss and credit carryforwards and other temporary differences with a future tax benefit to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied. Because of the Company’s history of recent losses in the United States, the Company does not rely on future United States sourced operating income in assessing the realization of its deferred tax assets.

Because MGM China is presently exempt from the Macau 12% complementary tax on gaming profits, the Company believes that payment of the Macau Special Gaming Tax qualifies as a tax paid in lieu of an income tax that is creditable against U.S. taxes. As long as the exemption from Macau’s 12% complementary tax on gaming profits continues, the Company expects that it will generate excess foreign tax credits on an annual basis and that none of the excess foreign credits will be utilized until the exemption expires. Although the Company’s current five-year exemption from the Macau 12% complementary tax on gaming profits ends on December 31, 2016, the Company believes it will be entitled to receive a third five-year exemption from Macau based upon exemptions granted to the Company’s competitors in order to ensure non-discriminatory treatment among gaming concessionaires and subconcessionaires. For all periods beyond December 31, 2021, the Company has assumed that it will be paying the Macau 12% complementary tax on gaming profits and will thus not be able to credit the Macau Special Gaming Tax in such years, and has factored that assumption into both the measurement of its foreign deferred tax assets and liabilities as well as its future projections of foreign sourced income. As a result, the Company projects that it will be able to realize a benefit, and hence, projects that it will record a deferred tax asset for foreign tax credits, net of valuation allowance (“net deferred foreign tax credit asset”), of approximately $335 million as of December 31, 2014 and has reflected this assumption in its annual effective tax rate for 2014. Should the Company in a future period actually receive or be able to assume under the law a fourth five-year exemption, an additional valuation allowance would likely need to be provided on some portion or all of the net deferred foreign tax credit asset, resulting in an increase in the provision for income taxes in such period.

During the quarter ended June 30, 2014 the Company received final approval from the Joint Committee on Taxation of the results of IRS examinations covering its 2005 through 2009 tax years. These examinations are now considered settled for financial reporting purposes. Consequently, the Company reduced unrecognized tax benefits by $81 million and recorded income tax benefit of $31 million to reflect the effects of this settlement. The Company previously made a deposit of $30 million with the IRS to cover the expected cash taxes and interest resulting from the tentatively agreed adjustments for these examinations and does not expect to make any further cash payments as a result of this final settlement. Since the tax and interest had not been assessed by the end of the second quarter, the deposit is included in “Prepaid expenses and other” while the expected amount of the assessment is included in “Income taxes payable” on the balance sheet at June 30, 2014.

Recently issued accounting standards. During the six months ended June 30, 2014, the Company implemented Financial Accounting Standards Board (“FASB”) Accounting Standards Update No. 2013-11 (“ASU 2013-11”), which is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2013. ASU 2013-11 provides explicit guidance on the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. As a result of implementing ASU 2013-11, the Company recorded a reduction in liability for unrecognized tax benefits and a corresponding reduction in deferred tax assets of $19 million in the six months ended June 30, 2014.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”), which is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016. ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. Additionally, the new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company is currently assessing the impact of adopting this new accounting guidance 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:


	June 30,		December 31,
	2014		2013
	*(In thousands)*
CityCenter Holdings, LLC – CityCenter (50%)	$	1,226,940	$	1,172,087
Elgin Riverboat Resort–Riverboat Casino – Grand Victoria (50%)		140,000		169,579
Other		53,984		33,170

	$	1,420,924	$	1,374,836

The Company recorded its share of the results of operations of unconsolidated affiliates as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	*(In thousands)*
Income from unconsolidated affiliates	$	5,868		$	6,682		$	24,644		$	23,026
Preopening and start-up expenses		(101	)		—			(120	)		(376	)
Non-operating items from unconsolidated affiliates		(14,578	)		(38,864	)		(28,301	)		(60,943	)

	$	(8,811	)	$	(32,182	)	$	(3,777	)	$	(38,293	)

Grand Victoria

At June 30, 2014, the Company reviewed the carrying value of its Grand Victoria investment for impairment due to a greater than anticipated decline in operating results, as well as a decrease in forecasted cash flows for 2014 through 2017 compared to the prior forecast. The Company used a blended discounted cash flow analysis and guideline public company method to determine the estimated fair value from a market participant’s viewpoint. Key assumptions included in the discounted cash flow analysis were estimates of future cash flows including outflows for capital expenditures, a long-term growth rate of 2% and a discount rate of 10.5%. Key assumptions in the guideline public company method included business enterprise value multiples selected based on the range of multiples in Grand Victoria’s peer group. As a result of the analysis, the Company determined that it was necessary to record an other-than-temporary impairment charge of $29 million at June 30, 2014, based on an estimated fair value of $140 million for the Company’s 50% interest. The Company intends to, and believes it will be able to, retain the investment in Grand Victoria; however, due to the extent of the shortfall and the Company’s assessment of the uncertainty of fully recovering its investment, the Company has determined that the impairment was other-than-temporary. At June 30, 2013, the Company recorded an impairment charge of $37 million on its investment in Grand Victoria based on the then estimated fair value of $170 million for its 50% interest.

City Center

CityCenter summary financial information. Summarized balance sheet information for CityCenter is as follows:


	June 30,		December 31,
	2014		2013
	*(In thousands)*
Current assets	$	494,634	$	451,058
Property and other assets, net		8,070,612		8,261,240
Current liabilities		511,485		462,487
Long-term debt and other long-term obligations		1,552,353		1,688,113
Equity		6,501,408		6,561,698

Summarized income statement information for CityCenter is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	*(In thousands)*
Net revenues	$	319,875		$	333,174		$	656,292		$	648,316
Operating expenses		(344,710	)		(356,948	)		(676,164	)		(672,258	)

Operating loss		(24,835	)		(23,774	)		(19,872	)		(23,942	)
Non-operating expenses		(26,953	)		(101,992	)		(52,118	)		(169,667	)

Net loss	$	(51,788	)	$	(125,766	)	$	(71,990	)	$	(193,609	)

NOTE 4 — LONG-TERM DEBT

Long-term debt consisted of the following:


	June 30,			December 31,
	2014			2013
	*(In thousands)*
Senior credit facility:
$2,758 million ($2,772 million at December 31, 2013) term loans, net	$	2,751,575		$	2,765,041
MGM Grand Paradise credit facility		553,520			553,242
$508.9 million 5.875% senior notes, due 2014, net		—			508,848
$1,450 million 4.25% convertible senior notes, due 2015, net		1,453,795			1,456,153
$875 million 6.625% senior notes, due 2015, net		875,701			876,022
$242.9 million 6.875% senior notes, due 2016		242,900			242,900
$732.7 million 7.5% senior notes, due 2016		732,749			732,749
$500 million 10% senior notes, due 2016, net		497,459			496,987
$743 million 7.625% senior notes, due 2017		743,000			743,000
$475 million 11.375% senior notes, due 2018, net		468,178			467,451
$850 million 8.625% senior notes, due 2019		850,000			850,000
$500 million 5.25% senior notes, due 2020		500,000			500,000
$1,000 million 6.75% senior notes, due 2020		1,000,000			1,000,000
$1,250 million 6.625% senior notes, due 2021		1,250,000			1,250,000
$1,000 million 7.75% senior notes, due 2022		1,000,000			1,000,000
$0.6 million 7% debentures, due 2036, net		572			572
$4.3 million 6.7% debentures, due 2096		4,265			4,265

		12,923,714			13,447,230
Less: Current portion		(317,194	)		—

	$	12,606,520		$	13,447,230

As of June 30, 2014, the amount available under the Company’s revolving senior credit facility is less than current maturities related to the Company’s term loan credit facilities and convertible senior notes. The Company has excluded from the current portion of long-term debt the amount available for refinancing under its revolving credit facility.

Senior credit facility. At June 30, 2014, the Company’s senior credit facility consisted of a $1.2 billion revolving credit facility, a $1.03 billion term loan A facility and a $1.72 billion term loan B facility. The revolving and term loan A facilities bear interest at LIBOR plus an applicable rate determined by the Company’s credit rating (2.75% as of June 30, 2014). The term loan B facility bears interest at LIBOR plus 2.50%, with a LIBOR floor of 1.00%. The revolving and term loan A facilities mature in December 2017 and the term loan B facility matures in December 2019. The term loan A and term loan B facilities are subject to scheduled amortization payments on the last day of each calendar quarter in an amount equal to 0.25% of the original principal balance. The Company permanently repaid $7 million and $14 million in the three and six months ended June 30, 2014, respectively, in accordance with the scheduled amortization. The Company had $1.2 billion of available borrowing capacity under its senior credit facility at June 30, 2014. At June 30, 2014, the interest rate on the term loan A was 2.9%, the interest rate on the term loan B was 3.5%.

The land and substantially all of the assets of MGM Grand Las Vegas, Bellagio and The Mirage secure up to $3.35 billion of obligations outstanding under the senior credit facility. In addition, the land and substantially all of the assets of New York-New York and Gold Strike Tunica secure the entire amount of the senior credit facility and the land and substantially all of the assets of MGM Grand Detroit secure its $450 million of obligations as a co-borrower under the senior credit facility. In addition, the senior credit facility is secured by a pledge of the equity or limited liability company interests of the subsidiaries that own the pledged properties.

The senior credit facility contains customary representations and warranties and customary affirmative and negative covenants. In addition, the senior credit facility requires the Company and its restricted subsidiaries to maintain a minimum trailing four-quarter EBITDA and limits the ability of the Company and its restricted subsidiaries to make capital expenditures and investments. As of June 30, 2014, the Company and its restricted subsidiaries are required to maintain a minimum EBITDA (as defined in the senior credit facility) of $1.10 billion. The minimum EBITDA increases to $1.20 billion for September 30, 2014 and December 31, 2014 and to $1.25 billion for March 31, 2015 and June 30, 2015, with periodic increases thereafter. EBITDA for the trailing four quarters ended June 30, 2014, calculated in accordance with the terms of the senior credit facility, was $1.38 billion. The senior credit facility limits the Company and its restricted subsidiaries to capital expenditures of $500 million per fiscal year, with unused amounts in any fiscal year rolling over to the next fiscal year, but not any fiscal year thereafter. The Company’s total capital expenditures allowable under the senior credit facility for fiscal year 2014, after giving effect to unused amounts from 2013, was $681 million. In addition, the senior credit facility limits the Company’s ability to make investments subject to certain thresholds and other important exceptions. As of June 30, 2014, the Company and its restricted subsidiaries were within the limit of capital expenditures and other investments for the calendar year 2014.

The senior credit facility provides for customary events of default, including, without limitation, (i) payment defaults, (ii) covenant defaults, (iii) cross-defaults to certain other indebtedness in excess of specified amounts, (iv) certain events of bankruptcy and insolvency, (v) judgment defaults in excess of specified amounts, (vi) the failure of any loan document by a significant party to be in full force and effect and such circumstance, in the reasonable judgment of the required lenders, is materially adverse to the lenders, or (vii) the security documents cease to create a valid and perfected first priority lien on any material portion of the collateral. In addition, the senior credit facility provides that a cessation of business due to revocation, suspension or loss of any gaming license affecting a specified amount of its revenues or assets, will constitute an event of default.

MGM China credit facility. At June 30, 2014, the MGM China credit facility consisted of approximately $550 million of term loans and an approximately $1.45 billion revolving credit facility due October 2017. The credit facility is subject to scheduled amortization payments beginning in 2016. The outstanding balance at June 30, 2014 was comprised solely of term loans. The interest rate on the facility fluctuates annually based on HIBOR plus a margin, which ranges between 1.75% and 2.50%, based on MGM China’s leverage ratio. The margin was 1.75% at June 30, 2014. MGM China is a joint and several co-borrower with MGM Grand Paradise. The MGM China credit facility is secured by MGM Grand Paradise’s interest in the Cotai land use right, and MGM China, MGM Grand Paradise and their guarantor subsidiaries have granted a security interest in substantially all of their assets to secure the amended facilities; the material subsidiaries of MGM China continue to guarantee the facilities. The credit facility will be used for general corporate purposes and for the development of the Cotai project.

The MGM China credit facility agreement contains customary representations and warranties, events of default, affirmative covenants and negative covenants, which impose restrictions on, among other things, the ability of MGM China and its subsidiaries to make investments, pay dividends and sell assets, and to incur additional debt and additional liens. MGM China is also required to maintain compliance with a maximum consolidated total leverage ratio of 4.50 to 1.00 prior to the first anniversary of the MGM Cotai opening date and 4.00 to 1.00 thereafter, in addition to a minimum interest coverage ratio of 2.50 to 1.00. MGM China was in compliance with its credit facility covenants at June 30, 2014.

Senior notes. The Company repaid its $509 million 5.875% senior notes in February 2014 at maturity.

Senior convertible notes. In April 2010, the Company issued $1.15 billion of 4.25% convertible senior notes due 2015 for net proceeds to the Company of $1.12 billion. The notes are general unsecured obligations of the Company and rank equally in right of payment with the Company’s other existing senior unsecured indebtedness. The notes are convertible at an initial conversion rate of approximately 53.83 shares of the Company’s common stock per $1,000 principal amount of the notes, representing an initial conversion price of approximately $18.58 per share of the Company’s common stock. In connection with the offering, the Company entered into capped call transactions to reduce the potential dilution of the Company’s stock upon conversion of the notes. The capped call transactions have a cap price equal to approximately $21.86 per share.

In June 2011, the Company sold an additional $300 million in aggregate principal amount of 4.25% convertible senior notes due 2015 (the “Notes”) on terms that were consistent with those governing the Company’s existing convertible senior notes due 2015 for a purchase price of 103.805% of the principal amount. The Company received approximately $311 million in proceeds related to this transaction. The Notes were recorded at fair value determined by the trading price (105.872%) of the Company’s existing convertible notes on the date of issuance of the Notes, with the excess over the principal amount recorded as a premium to be recognized over the term of the Notes.

Fair value of long-term debt. The estimated fair value of the Company’s long-term debt at June 30, 2014 was $14.7 billion. At December 31, 2013, the estimated fair value of the Company’s long-term debt was $14.9 billion. Fair value was estimated using quoted market prices for the Company’s senior notes and senior credit facility. Carrying value of the MGM Grand Paradise credit facility approximates fair value.

NOTE 5 — COMMITMENTS AND CONTINGENCIES

CityCenter construction litigation. In March 2010, Perini Building Company, Inc. (“Perini”), general contractor for CityCenter, filed a lawsuit in the Eighth Judicial District Court for Clark County, State of Nevada, against MGM MIRAGE Design Group (a wholly owned subsidiary of the Company which was the original party to the Perini construction agreement) and certain direct or indirect subsidiaries of CityCenter Holdings, LLC (the “CityCenter Owners”). Perini asserted that CityCenter was substantially completed, but the defendants failed to pay Perini approximately $490 million allegedly due and owing under the construction agreement for labor, equipment and materials expended on CityCenter. The complaint further charged the defendants with failure to provide timely and complete design documents, late delivery to Perini of design changes, mismanagement of the change order process, obstruction of Perini’s ability to complete the Harmon component, and fraudulent inducement of Perini to compromise significant amounts due for its general conditions. The complaint advanced claims for breach of contract, breach of the implied covenant of good faith and fair dealing, tortious breach of the implied covenant of good faith and fair dealing, unjust enrichment and promissory estoppel, and fraud and intentional misrepresentation. Perini seeks compensatory damages, punitive damages, attorneys’ fees and costs.

In April 2010, Perini served an amended complaint in this case which joins as defendants many owners of CityCenter residential condominium units (the “Condo Owner Defendants”), added a count for foreclosure of Perini’s recorded master mechanic’s lien against the CityCenter property in the amount of approximately $491 million, and asserted the priority of this mechanic’s lien over the interests of the CityCenter Owners, the Condo Owner Defendants and CityCenter lenders in the CityCenter property.

The CityCenter Owners and the other defendants dispute Perini’s allegations and contend that the defendants are entitled to substantial amounts from Perini, including offsets against amounts claimed to be owed to Perini and its subcontractors and damages based on breach of their contractual and other duties to CityCenter, duplicative payment requests, non-conforming work, lack of proof of alleged work performance, defective work related to the Harmon, property damage and Perini’s failure to perform its obligations to pay certain subcontractors and to prevent filing of liens against CityCenter. Parallel to the court litigation, CityCenter management conducted an extra-judicial program for settlement of CityCenter subcontractor claims. CityCenter has resolved the claims of 219 first-tier Perini subcontractors (including the claims of any lower-tier subcontractors that might have claims through those first-tier subcontractors), with only three remaining for further proceedings along with trial of Perini’s claims and CityCenter’s Harmon-related counterclaim and other claims by CityCenter against Perini and its parent guarantor, Tutor Perini. Two of the remaining subcontractors are implicated in the defective work at the Harmon. In August 2013, Perini recorded an amended notice of lien reducing its lien to approximately $167 million.

In November 2012, Perini filed a second amended complaint which, among other things, added claims against the CityCenter defendants of breach of contract (alleging that CityCenter’s Owner Controlled Insurance Program (“OCIP”) failed to provide adequate project insurance for Perini with broad coverages and high limits), and tortious breach of the implied covenant of good faith and fair dealing (alleging improper administration by CityCenter of the OCIP and Builders Risk insurance programs).

In 2013, CityCenter reached a settlement agreement with certain professional service providers against whom it had asserted claims in this litigation for errors or omissions with respect to the CityCenter project, which settlement has been approved by the court. In April 2014, CityCenter settled for $55 million, net of deductible, its 2008 builder’s risk insurance claim for loss and damage with respect to the Harmon’s defective condition.

Further, CityCenter and Perini have entered a settlement agreement which resolves most but not all of the components of Perini’s non-Harmon-related lien claim against CityCenter. The settlement established a stipulated value for Perini’s mechanic’s lien, which amount will not be paid until resolution of CityCenter’s damages claim for the Harmon and will be offset against any judgment CityCenter obtains against Perini for damages relating to construction of the Harmon. Pursuant to the parties’ stipulation, on February 24, 2014, Perini filed a revised lien for $174 million as the amount claimed by Perini and the remaining Harmon-related subcontractors. The discovery process continues. Trial of the remainder of Perini’s lien claim, the remaining subcontractors’ claims against CityCenter, and CityCenter’s counterclaims against Perini and certain subcontractors for defective work at the Harmon has been rescheduled to commence on September 23, 2014.

CityCenter Owners and the other defendants will continue to vigorously assert and protect their interests in the Perini lawsuit. The Company believes it is probable that the CityCenter Owners and the other defendants will be liable for $170 million in connection with the non-Harmon settlement agreement and remaining claims in this lawsuit. Amounts determined to be owed would be funded in part under the Company’s completion guarantee which is discussed below. The Company does not believe it is reasonably possible it will be liable for any material amount in excess of its estimate of its probable liability. The Company’s estimate of its probable liability does not include any offset for amounts that may be recovered on its counterclaims against Perini and certain subcontractors for defective work at the Harmon.

Please see below for further discussion on the Company’s completion guarantee obligation which may be impacted by the outcome of the above litigation and CityCenter’s extra-judicial settlement process.

CityCenter completion guarantee. In October 2013, the Company entered into a third amended and restated completion and cost overrun guarantee, which is collateralized by substantially all of the assets of Circus Circus Las Vegas, as well as certain undeveloped land adjacent to that property. The terms of the amended and restated completion guarantee provide CityCenter the ability to utilize up to $72 million of net residential proceeds to fund construction costs, or to reimburse the Company for construction costs previously expended. As of June 30, 2014, CityCenter is holding approximately $72 million in a separate bank account representing the remaining condo proceeds available to fund completion guarantee obligations or be reimbursed to the Company. In accordance with the amended and restated completion guarantee such amounts may only be used to fund construction lien obligations or to reimburse the Company once the Perini litigation is settled.

As of June 30, 2014, the Company has funded $727 million under the completion guarantee and has accrued a liability of $128 million, which includes estimated litigation costs related to the resolution of disputes with contractors concerning the final construction costs and estimated amounts to be paid to contractors in connection with the Perini litigation. The Company’s estimated obligation has been offset by the $72 million of condominium proceeds received and held in escrow by CityCenter, which are available to fund construction lien claims upon final resolution of the Perini litigation. Also, the Company’s accrual reflects certain estimated offsets to the amounts claimed by the contractors. The Company does not believe it is reasonably possible it could be liable for amounts in excess of what it has accrued related to the Perini Litigation claims. However, an insurer participating in the OCIP for the CityCenter construction project has initiated an arbitration against the Company in an attempt to recover certain costs it has allegedly incurred in connection with CityCenter’s claims against Perini and certain subcontractors for defective work at the Harmon. The Company disputes that such amounts are owed to the insurance company, but believes it is reasonably possible it may ultimately be found liable for some portion of the claim. The arbitration is in its beginning phase and there are significant factual and legal issues to be determined and resolved. Further, the Company has not had the opportunity to engage in any discovery, and the amount of damages to be sought by the insurer is indeterminate. Because of these factors, the Company does not currently have sufficient information to determine a range of reasonably possible loss.

Harmon demolition. In response to a request by the Clark County Building Division (the “Building Division”), CityCenter engaged an engineer to conduct an analysis, based on all available information, as to the structural stability of the Harmon under building-code-specified load combinations. On July 11, 2011, that engineer submitted the results of his analysis of the Harmon tower and podium in its current as-built condition. The engineer opined, among other things, that “[i]n a code-level earthquake, using either the permitted or current code specified loads, it is likely that critical structural members in the tower will fail and become incapable of supporting gravity loads, leading to a partial or complete collapse of the tower. There is missing or misplaced reinforcing steel in columns, beams, shear walls, and transfer walls throughout the structure of the tower below the twenty-first floor.” Based on this engineering opinion, the Building Division requested a plan of action from CityCenter. CityCenter informed the Building Division that it decided to abate the potential for structural collapse of the Harmon in the event of a code-level earthquake by demolishing the building, and enclosed a plan of action for demolition by implosion prepared by LVI Environmental Services of Nevada, Inc (“LVI”). CityCenter also advised that prior to undertaking the demolition plan of action, it would seek relief from a standing order of the district court judge presiding over the Perini litigation that prohibits alteration or destruction of the building without court approval. In addition, CityCenter supplied the foundational data for the engineering conclusions stated in the July 11, 2011 letter declaring the Harmon’s structural instability in the event of a code-level earthquake. On November 22, 2011, the Building Division required that CityCenter submit a plan to abate the code deficiencies discovered in the Harmon tower.

In December 2011, CityCenter resubmitted to the Building Division the plan of abatement action prepared by LVI which was first submitted on August 15, 2011, and met with the Building Division about the requirements necessary to obtain demolition permits and approvals. As discussed above, the timing of the demolition of the Harmon is subject to rulings in the Perini litigation.

The district court presiding over the Perini litigation had previously granted CityCenter’s motion to demolish the Harmon, but stayed the demolition to allow CityCenter an opportunity to conduct additional Phase 4 destructive testing at the Harmon following the court’s order prohibiting CityCenter’s structural engineering expert from extrapolating the results of pre-Phase 4 testing to untested portions of the building.

In May 2013, CityCenter completed additional Phase 4 destructive testing of 468 structural elements at the Harmon, analysis of which data confirmed the existence of a wide variety of construction defects throughout the Harmon tower. In his June 2013 expert report CityCenter’s structural engineer opined that the additional test results and extrapolation thereof to untested portions of the building show that after a service-level earthquake (typically defined as an earthquake with a 50% chance of occurring in 30 years), the Harmon can be expected to sustain extensive damage and failure of many structural elements, and in a large earthquake, such as a building code-level earthquake, critical elements of the Harmon are likely to fail and lead to a partial or complete collapse of the tower. In April 2013, Perini’s structural engineering expert John A. Martin & Associates (“JAMA”) had sent a letter to the Building Division which declared in part that JAMA no longer believes that the Harmon Tower can be repaired to a code compliant structure, which condition JAMA attributed to CityCenter’s building testing. On July 18, 2013 CityCenter filed a renewed motion with the district court for permission to demolish the Harmon. On August 23, 2013, the court granted CityCenter’s motion, and CityCenter commenced planning for demolition of the building. On January 31, 2014, the court revoked its prior authorization of demolition of the Harmon, without prejudice to renewal of the application, on the grounds that CityCenter’s non-party builder’s risk insurer requested further testing in the building. That request for further testing was withdrawn pursuant to the insurer’s settlement of CityCenter’s Harmon 2008 policy claim. On April 22, 2014 the court granted CityCenter’s renewed application for permission to demolish the Harmon. The Clark County Building Department has issued the first in a series of permits required for demolition of this building. CityCenter has commenced a controlled deconstruction of the Harmon structure in accordance with the standards set by its expert consultants and the Clark County Building Department.

The Company does not believe it would be responsible for funding any additional amounts under the completion guarantee that might be required with respect to the Harmon; however, the Company’s view is based on a number of developing factors, including with respect to on-going litigation with CityCenter’s contractors and other developments related to the CityCenter venture, all of which are subject to change.

Cotai land concession contract. MGM Grand Paradise’s land concession contract for an approximate 17.8 acre site in Cotai, Macau became effective on January 9, 2013 and has an initial term of 25 years. The total land premium payable to the Macau government for the land concession contract is $161 million and is composed of a down payment and eight additional semi-annual payments. As of June 30, 2014, MGM China had paid $86 million of the contract premium recorded within “Other long-term assets, net”. In July 2014, MGM China paid the third semi-annual installment payment of $15 million under the land concession contract. Including interest on the five remaining semi-annual payments, MGM China has $73 million remaining payable for the land concession contract. In addition, MGM Grand Paradise is required to pay the Macau government approximately $269,000 per year in rent during the course of development of the land and approximately $681,000 per year in rent once the development is completed. The annual rent is subject to review by the Macau government every five years. Under the terms of the land concession contract, MGM Grand Paradise is required to complete the development of the land by January 2018.

Other guarantees. The Company is 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, and the amount of available borrowings under the senior credit facility is reduced by any outstanding letters of credit. At June 30, 2014, the Company had provided $35 million of letters of credit. MGM China’s senior credit facility limits the amount of letters of credit that can be issued to $100 million, and the amount of available borrowings under the senior credit facility is reduced by any outstanding letters of credit. At June 30, 2014, MGM China had provided $39 million of letters of credit under its credit facility.

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.

NOTE 6 — INCOME (LOSS) PER SHARE OF COMMON STOCK

The weighted-average number of common and common equivalent shares used in the calculation of basic and diluted income (loss) per share consisted of the following:


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	*(In thousands)*
Numerator:
Net income (loss) attributable to MGM Resorts International—basic	$	105,544		$	(92,958	)	$	213,704		$	(86,412	)
Interest on convertible debt, net of tax		2,103			—			4,298			—
Potentially dilutive effect due to MGM China share option plan		(84	)		—			(213	)		—

Net income (loss) attributable to MGM Resorts International—diluted	$	107,563		$	(92,958	)	$	217,789		$	(86,412	)

Denominator:
Weighted-average common shares outstanding—basic		490,786			489,484			490,692			489,388
Potential dilution from share-based awards		6,436			—			6,446			—
Potential dilution from assumed conversion of convertible debt		16,149			—			16,149			—

Weighted-average common and common equivalent shares—diluted		513,371			489,484			513,287			489,388

Antidilutive share-based awards excluded from the calculation of diluted earnings per share		2,534			18,498			2,580			18,498

For the three and six months ended June 30, 2014, potential dilution from the assumed conversion of convertible debt relates to the $300 million 4.25% senior convertible notes issued in June 2011. The $1.15 billion 4.25% senior convertible notes issued in April 2010 were excluded from the three and six months ended June 30, 2014 calculation of diluted earnings per share as their effect would be antidilutive.

NOTE 7 — STOCKHOLDERS’ EQUITY

MGM China dividends. MGM China paid a $499 million special dividend in March 2014, of which $254 million remained within the consolidated entity and $245 million was distributed to noncontrolling interests, and a $127 million final dividend in June 2014, of which $65 million remained within the consolidated entity and $62 million was distributed to noncontrolling interests.

MGM China paid a $500 million special dividend in March 2013, of which $255 million remained within the consolidated entity and $245 million was distributed to noncontrolling interests.

On August 5, 2014, MGM China’s board of directors announced a dividend of $136 million, which will be paid to shareholders of record as of August 25, 2014 and distributed on or about September 1, 2014. The Company will receive $69 million, representing its 51% share of the dividend.

Supplemental equity information. The following table presents the Company’s changes in stockholders’ equity for the six months ended June 30, 2014:


	MGM Resorts International Stockholders’ Equity			Noncontrolling Interests			Total Stockholders’ Equity
	*(In thousands)*
Balances, January 1, 2014	$	4,231,179		$	3,644,444		$	7,875,623
Net income		213,704			151,608			365,312
Foreign currency translation adjustment		1,482			1,620			3,102
Other comprehensive income from unconsolidated affiliate, net		1,250			—			1,250
Stock-based compensation		15,450			1,684			17,134
Change in excess tax benefit from stock-based compensation		(9,263	)		—			(9,263	)
Issuance of MGM Resorts common stock pursuant to stock-based compensation awards		(3,751	)		—			(3,751	)
Cash distributions to noncontrolling interest owners		—			(314,865	)		(314,865	)
Issuance of performance share units		7,529			—			7,529
Other		(277	)		(266	)		(543	)

Balances, June 30, 2014	$	4,457,303		$	3,484,225		$	7,941,528

Accumulated other comprehensive income (loss). Changes in accumulated other comprehensive income (loss) by component are as follows:


	Foreign Currency Translation Adjustment		Other Adjustments			Total
	*(In thousands)*
Balances, January 1, 2014	$	13,082	$	(579	)	$	12,503
Current period other comprehensive income		1,482		1,250			2,732

Balances, June 30, 2014	$	14,564	$	671		$	15,235

NOTE 8 — STOCK-BASED COMPENSATION

2005 Omnibus Incentive Plan. As of June 30, 2014, the Company had an aggregate of 16 million shares of common stock available for grant as share-based awards under the Company’s omnibus incentive plan (“Omnibus Plan”). At the Annual Meeting on June 5, 2014, the Company’s stockholders approved an amendment to the Omnibus Plan to increase the number of shares of common stock available for grant by 10 million shares. As of June 30, 2014, the approved shares were pending registration with the Securities and Exchange Commission, and thus were not included in the shares of common stock available for grant. A summary of activity under the Company’s share-based payment plans for the six months ended June 30, 2014 is presented below:

Stock options and stock appreciation rights (“SARs”)


	Units (000’s)			Weighted Average Exercise Price
Outstanding at January 1, 2014		16,074		$	15.22
Granted		65			25.62
Exercised		(1,040	)		14.91
Forfeited or expired		(341	)		54.82

Outstanding at June 30, 2014		14,758			14.37

Exercisable at June 30, 2014		9,295			15.01

Restricted stock units (“RSUs”) and performance share units (“PSUs”)


	RSUs					PSUs
	Units (000’s)			Weighted Average Grant-Date Fair Value		Units (000’s)		Weighted Average Grant-Date Fair Value		Weighted Average Target Price
Nonvested at January 1, 2014		1,339		$	13.85		1,055	$	13.91	$	16.95
Granted		50			25.37		—		—		—
Vested		(95	)		13.99		—		—		—
Forfeited		(14	)		13.14		—		—		—

Nonvested at June 30, 2014		1,280			14.30		1,055		13.91		16.95

The vested RSUs amount in the table above includes approximately 53,000 vested shares deferred by members of the Company’s Board of Directors that will not release until such members’ termination from the Board of Directors. In 2013, the Company began granting PSUs for the portion of any calculated bonus for a Section 16 officer of the Company that is in excess of such officer’s base salary (the “Bonus PSU Policy”). Awards granted under the Bonus PSU Policy have the same terms as PSUs granted under the Omnibus Plan with the exception that as of the grant date the awards will not be subject to forfeiture in the event of the officer’s termination. In March of 2014, the Company granted 265,122 PSUs pursuant to the Bonus PSU Policy with a target price of $31.72. Such awards are excluded from the table above.

MGM China Share Option Plan. As of June 30, 2014, MGM China had an aggregate of 341 million shares of stock available for grant as share-based awards under the MGM China share option plan (“MGM China Plan”). A summary of activity under the MGM China Plan for the six months ended June 30, 2014 is presented below:

Stock options


	Units (000’s)			Weighted Average Exercise Price
Outstanding at January 1, 2014		16,916		$	2.06
Granted		18,080			3.49
Exercised		(258	)		1.91
Forfeited or expired		(263	)		2.28

Outstanding at June 30, 2014		34,475			2.81

Exercisable at June 30, 2014		10,267			2.00

Recognition of compensation cost. Compensation cost for both the Omnibus Plan and MGM China Plan was recognized as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	*(In thousands)*
Compensation cost:
Omnibus Plan	$	6,695		$	6,508		$	13,697		$	13,768
MGM China Plan		1,976			1,686			3,437			3,366

Total compensation cost		8,671			8,194			17,134			17,134
Less: Reimbursed costs and other		(266	)		(262	)		(534	)		(579	)

Compensation cost recognized as expense		8,405			7,932			16,600			16,555
Less: Related tax benefit		(2,209	)		—			(4,526	)		—

Compensation expense, net of tax benefit	$	6,196		$	7,932		$	12,074		$	16,555

In June 2014, MGM China granted 17 million stock options pursuant to the MGM China Plan. Compensation cost for stock options granted under the MGM China Plan is based on the fair value of each award measured by applying the Black-Scholes model on the date of grant. The following weighted average-assumptions were used to determine fair value of awards granted during the second quarter of 2014: expected volatility of 39%, an expected term of 7.8 years, an expected dividend yield of 1.6% and a risk-free interest rate of 1.8%, which resulted in a $1.04 weighted-average per share fair value. Expected volatility is based on historical volatility of MGM China’s stock price. The expected term

considers the contractual term of the option as well as historical exercise behavior of previously granted options. The dividend yield is estimated with reference to the dividend policy of MGM China. The risk-free interest rate is based on rates in effect at the valuation date for the Hong Kong Exchange Fund Notes with maturities matching the relevant expected term of the award.

NOTE 9 — PROPERTY TRANSACTIONS, NET

Property transactions, net includes:


	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	*(In thousands)*
Grand Victoria investment impairment charge	$	28,789	$	36,607	$	28,789	$	36,607
Corporate buildings impairment charge		—		44,510		—		44,510
Other property transactions, net		4,381		7,014		4,939		15,505

	$	33,170	$	88,131	$	33,728	$	96,622

See Note 3 for discussion of the Grand Victoria investment impairment charges in 2014 and 2013. During the second quarter of 2013, the Company recorded an impairment charge of $45 million related to corporate buildings which were removed from service in connection with the new Las Vegas arena project, of which the Company will own 50%, that will be located on the land underlying these buildings. Other property transactions, net for the three and six months ended June 30, 2014 and 2013 includes miscellaneous asset disposals and demolition costs.

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’s principal operating activities occur in two geographic regions: the United States and Macau S.A.R. The Company has aggregated its operations into two reportable segments based on the similar characteristics of the operating segments within the regions in which they operate: wholly owned domestic resorts and MGM China. The Company’s operations related to investments in unconsolidated affiliates 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 EBITDA as the primary profit measure for its reportable segments. Adjusted Property EBITDA is a non-GAAP measure defined as Adjusted EBITDA before corporate expense and stock compensation expense related to the MGM Resorts stock option plan, which are not allocated to the reportable segments. MGM China recognizes stock compensation expense related to its stock compensation plan which is included in the calculation of Adjusted EBITDA for MGM China. Adjusted EBITDA is a non-GAAP measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses and property transactions, net.

The following tables present the Company’s segment information:


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	*(In thousands)*
Net Revenues:
Wholly owned domestic resorts	$	1,639,270		$	1,535,996		$	3,209,504		$	3,025,184
MGM China		827,928			835,149			1,769,376			1,582,706

Reportable segment net revenues		2,467,198			2,371,145			4,978,880			4,607,890
Corporate and other		113,835			110,120			232,551			225,523

	$	2,581,033		$	2,481,265		$	5,211,431		$	4,833,413

Adjusted EBITDA:
Wholly owned domestic resorts	$	414,398		$	375,603		$	817,244		$	736,640
MGM China		210,488			204,815			451,213			385,270

Reportable segment Adjusted Property EBITDA		624,886			580,418			1,268,457			1,121,910
Corporate and other		(38,900	)		(39,028	)		(55,989	)		(56,148	)

		585,986			541,390			1,212,468			1,065,762


Other operating expense:
Preopening and start-up expenses		(9,759	)		(3,506	)		(15,395	)		(5,652	)
Property transactions, net		(33,170	)		(88,131	)		(33,728	)		(96,622	)
Depreciation and amortization		(203,070	)		(218,151	)		(410,725	)		(430,069	)

Operating income		339,987			231,602			752,620			533,419

Non-operating income (expense):
Interest expense, net of amounts capitalized		(203,936	)		(214,500	)		(413,323	)		(439,947	)
Non-operating items from unconsolidated affiliates		(14,578	)		(38,864	)		(28,301	)		(60,943	)
Other, net		(309	)		(4,951	)		(1,743	)		(6,233	)

		(218,823	)		(258,315	)		(443,367	)		(507,123	)

Income (loss) before income taxes		121,164			(26,713	)		309,253			26,296
Benefit (provision) for income taxes		52,540			(3,865	)		56,059			(34,296	)

Net income (loss)		173,704			(30,578	)		365,312			(8,000	)
Less: Net income attributable to noncontrolling interests		(68,160	)		(62,380	)		(151,608	)		(78,412	)

Net income (loss) attributable to MGM Resorts International	$	105,544		$	(92,958	)	$	213,704		$	(86,412	)

NOTE 11 — RELATED PARTY TRANSACTIONS

MGM China. MGM Branding and Development Holdings, Ltd., (together with its subsidiary MGM Development Services, Ltd, “MGM Branding and Development”), an entity included in the Company’s consolidated financial statements in which Ms. Pansy Ho indirectly holds a noncontrolling interest, entered into a brand license agreement with MGM China. MGM China pays a license fee to MGM Branding and Development equal to 1.75% of MGM China’s consolidated net revenue, subject to an annual cap of $43 million in 2014 with a 20% increase per annum during the agreement term. During the three and six months ended June 30, 2014, MGM China incurred total license fees of $14 million and $31 million, respectively. During the three and six months ended June 30, 2013, MGM China incurred total license fees of $15 million and $28 million, respectively. Such amounts have been eliminated in consolidation.

MGM China entered into a development services agreement with MGM Branding and Development to provide certain development services to MGM China in connection with future expansion of existing projects and development of future resort gaming projects. Such services are subject to a development fee which is calculated separately for each resort casino property upon commencement of development. For each such property, the fee is 2.625% of project costs, to be paid in installments as certain benchmarks are achieved. Project costs are the total costs incurred for the design, development and construction of the casino, casino hotel, integrated resort and other related sites associated with each project, including costs of construction, fixtures and fittings, signage, gaming and other supplies and equipment and all costs associated with the opening of the business to be conducted at each project but excluding the cost of land and gaming concessions and financing costs. The development fee for MGM Cotai is subject to a cap of $24 million in 2014, which will increase by 10% per annum for each year during the term of the agreement. During the six months ended June 30, 2013, MGM China incurred $15 million of fees to MGM Branding and Development related to development services. Such amounts have been eliminated in consolidation. No fee was incurred during the six months ended June 30, 2014.

An entity owned by Ms. Pansy Ho received distributions of $5 million and $8 million during the three and six months ended June 30, 2014, respectively, in connection with the ownership of a noncontrolling interest in MGM Branding and Development. The entity received distributions of $4 million and $14 million in the three and six months ended June 30, 2013, respectively.

NOTE 12 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Company’s domestic subsidiaries, excluding certain minor subsidiaries, its domestic insurance subsidiaries and MGM Grand Detroit, LLC, have fully and unconditionally guaranteed, on a joint and several basis, payment of the senior credit facility and the outstanding debt securities. The Company’s international subsidiaries, including MGM China, are not guarantors of such indebtedness. Separate condensed financial statement information for the subsidiary guarantors and non-guarantors as of June 30, 2014 and December 31, 2013, and for the three and six months ended June 30, 2014 and 2013, as presented below. Within the Condensed Consolidating Statements of Cash Flows for the period ending June 30, 2014, the Company has presented net changes in intercompany accounts as investing activities if the applicable entities have a net asset in intercompany accounts, and as a financing activity if the applicable entities have a net intercompany liability balance.

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION


	At June 30, 2014
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination			Consolidated
	*(In thousands)*
Current assets	$	357,775	$	891,917	$	917,115	$	(492	)	$	2,166,315
Property and equipment, net		—		12,467,651		1,658,043		(11,972	)		14,113,722
Investments in subsidiaries		20,193,503		3,843,505		—		(24,037,008	)		—
Investments in and advances to unconsolidated affiliates		—		1,388,087		7,837		25,000			1,420,924
Intercompany accounts		—		1,932,342		—		(1,932,342	)		—
Other non-current assets		158,090		545,733		7,167,519		—			7,871,342

	$	20,709,368	$	21,069,235	$	9,750,514	$	(25,956,814	)	$	25,572,303

Current liabilities	$	685,324	$	961,631	$	913,853	$	(492	)	$	2,560,316
Intercompany accounts		1,882,373		—		49,969		(1,932,342	)		—
Deferred income taxes		2,047,103		—		309,895		—			2,356,998
Long-term debt		11,599,978		4,836		1,001,706		—			12,606,520
Other long-term obligations		37,287		52,511		17,143		—			106,941

Total liabilities		16,252,065		1,018,978		2,292,566		(1,932,834	)		17,630,775

MGM Resorts stockholders’ equity		4,457,303		20,050,257		3,973,723		(24,023,980	)		4,457,303
Noncontrolling interests		—		—		3,484,225		—			3,484,225

Total stockholders’ equity		4,457,303		20,050,257		7,457,948		(24,023,980	)		7,941,528

	$	20,709,368	$	21,069,235	$	9,750,514	$	(25,956,814	)	$	25,572,303


	At December 31, 2013
	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination			Consolidated
	*(In thousands)*
Current assets	$	494,296	$	903,537		$	1,322,170	$	(564	)	$	2,719,439
Property and equipment, net		—		12,552,828			1,514,356		(11,972	)		14,055,212
Investments in subsidiaries		20,017,270		4,037,168			—		(24,054,438	)		—
Investments in and advances to unconsolidated affiliates		—		1,367,071			7,765		—			1,374,836
Other non-current assets		167,552		542,259			7,250,887		—			7,960,698

	$	20,679,118	$	19,402,863		$	10,095,178	$	(24,066,974	)	$	26,110,185

Current liabilities	$	340,343	$	959,118		$	941,431	$	(25,564	)	$	2,215,328
Intercompany accounts		1,446,952		(1,470,305	)		23,353		—			—
Deferred income taxes		2,120,676		—			309,738		—			2,430,414
Long-term debt		12,441,112		4,836			1,001,282		—			13,447,230
Other long-term obligations		98,856		41,758			976		—			141,590

Total liabilities		16,447,939		(464,593	)		2,276,780		(25,564	)		18,234,562

MGM Resorts stockholders’ equity		4,231,179		19,867,456			4,173,954		(24,041,410	)		4,231,179
Noncontrolling interests		—		—			3,644,444		—			3,644,444

Total stockholders’ equity		4,231,179		19,867,456			7,818,398		(24,041,410	)		7,875,623

	$	20,679,118	$	19,402,863		$	10,095,178	$	(24,066,974	)	$	26,110,185

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION


	Three Months Ended June 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	*(In thousands)*
Net revenues	$	—		$	1,617,302		$	964,352		$	(621	)	$	2,581,033
Equity in subsidiaries’ earnings		249,078			85,446			—			(334,524	)		—
Expenses:
Casino and hotel operations		1,299			971,928			646,386			(621	)		1,618,992
General and administrative		1,134			272,340			54,010			—			327,484
Corporate expense		16,724			36,198			1,517			—			54,439
Preopening and start-up expenses		—			1,015			8,744			—			9,759
Property transactions, net		—			33,044			126			—			33,170
Depreciation and amortization		—			123,853			79,217			—			203,070

		19,157			1,438,378			790,000			(621	)		2,246,914

Income from unconsolidated affiliates		—			5,730			138			—			5,868

Operating income (loss)		229,921			270,100			174,490			(334,524	)		339,987
Interest expense, net of amounts capitalized		(196,215	)		(120	)		(7,601	)		—			(203,936	)
Other, net		16,358			(14,089	)		(17,156	)		—			(14,887	)

Income (loss) before income taxes		50,064			255,891			149,733			(334,524	)		121,164
Benefit (provision) for income taxes		55,480			(2,108	)		(832	)		—			52,540

Net income (loss)		105,544			253,783			148,901			(334,524	)		173,704
Less: Net income attributable to noncontrolling interests		—			—			(68,160	)		—			(68,160	)

Net income (loss) attributable to MGM Resorts International	$	105,544		$	253,783		$	80,741		$	(334,524	)	$	105,544

Net income (loss)	$	105,544		$	253,783		$	148,901		$	(334,524	)	$	173,704
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		2,999			2,999			5,862			(5,998	)		5,862

Other comprehensive income (loss)		2,999			2,999			5,862			(5,998	)		5,862

Comprehensive income (loss)		108,543			256,782			154,763			(340,522	)		179,566
Less: Comprehensive income attributable to noncontrolling interests		—			—			(71,023	)		—			(71,023	)

Comprehensive income (loss) attributable to MGM Resorts International	$	108,543		$	256,782		$	83,740		$	(340,522	)	$	108,543


	Six Months Ended June 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	*(In thousands)*
Net revenues	$	—		$	3,173,631		$	2,039,014		$	(1,214	)	$	5,211,431
Equity in subsidiaries’ earnings		556,049			178,815			—			(734,864	)		—
Expenses:
Casino and hotel operations		2,553			1,893,902			1,373,846			(1,214	)		3,269,087
General and administrative		2,246			532,980			111,504			—			646,730
Corporate expense		33,463			69,784			4,543			—			107,790
Preopening and start-up expenses		—			3,006			12,389			—			15,395
Property transactions, net		—			33,538			190			—			33,728
Depreciation and amortization		—			251,928			158,797			—			410,725

		38,262			2,785,138			1,661,269			(1,214	)		4,483,455

Income from unconsolidated affiliates		—			24,453			191			—			24,644

Operating income (loss)		517,787			591,761			377,936			(734,864	)		752,620
Interest expense, net of amounts capitalized		(397,112	)		(224	)		(15,987	)		—			(413,323	)
Other, net		34,948			(28,452	)		(36,540	)		—			(30,044	)

Income (loss) before income taxes		155,623			563,085			325,409			(734,864	)		309,253
Benefit (provision) for income taxes		58,081			(467	)		(1,555	)		—			56,059

Net income (loss)		213,704			562,618			323,854			(734,864	)		365,312
Less: Net income attributable to noncontrolling interests		—			—			(151,608	)		—			(151,608	)

Net income (loss) attributable to MGM Resorts International	$	213,704		$	562,618		$	172,246		$	(734,864	)	$	213,704

Net income (loss)	$	213,704		$	562,618		$	323,854		$	(734,864	)	$	365,312
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		1,482			1,482			3,102			(2,964	)		3,102
Other		1,250			1,250			—			(1,250	)		1,250

Other comprehensive income (loss)		2,732			2,732			3,102			(4,214	)		4,352

Comprehensive income (loss)		216,436			565,350			326,956			(739,078	)		369,664
Less: Comprehensive income attributable to noncontrolling interests		—			—			(153,228	)		—			(153,228	)

Comprehensive income (loss) attributable to MGM Resorts International	$	216,436		$	565,350		$	173,728		$	(739,078	)	$	216,436

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION


	Six Months Ended June 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	*(In thousands)*
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(366,066	)	$	664,206		$	480,484		$	25,000		$	803,624

Cash flows from investing activities
Capital expenditures, net of construction payable		—			(166,418	)		(203,830	)		—			(370,248	)
Dispositions of property and equipment		—			104			308			—			412
Investments in and advances to unconsolidated affiliates		(11,700	)		(17,050	)		—			(25,000	)		(53,750	)
Distributions from unconsolidated affiliates in excess of earnings		—			790			—			—			790
Investments in treasury securities - maturities longer than 90 days		—			(93,137	)		—			—			(93,137	)
Proceeds from treasury securities - maturities longer than 90 days		—			111,238			—			—			111,238
Intercompany transactions		—			(462,037	)		—			462,037			—
Other		—			2,535			—			—			2,535

Net cash provided by (used in) investing activities		(11,700	)		(623,975	)		(203,522	)		437,037			(402,160	)

Cash flows from financing activities
Net repayments under bank credit facilities - maturities of 90 days or less		(1,287,750	)		—			(450,000	)		—			(1,737,750	)
Borrowings under bank credit facilities - maturities longer than 90 days		3,001,875			—			450,000			—			3,451,875
Repayments under bank credit facilities - maturities longer than 90 days		(1,728,125	)		—			—			—			(1,728,125	)
Retirement of senior notes		(508,900	)		—			—			—			(508,900	)
Intercompany accounts		849,275			(38,418	)		(348,820	)		(462,037	)		—
Distributions to noncontrolling interest owners		—			—			(314,447	)		—			(314,447	)
Other		(1,696	)		—			(477	)		—			(2,173	)

Net cash provided by (used in) financing activities		324,679			(38,418	)		(663,744	)		(462,037	)		(839,520	)

Effect of exchange rate on cash		—			—			(476	)		—			(476	)


Cash and cash equivalents
Net increase (decrease) for the period		(53,087	)		1,813			(387,258	)		—			(438,532	)
Balance, beginning of period		378,660			237,457			1,187,552			—			1,803,669

Balance, end of period	$	325,573		$	239,270		$	800,294		$	—		$	1,365,137

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION


	Three Months Ended June 30, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	*(In thousands)*
Net revenues	$	—		$	1,513,692		$	968,039		$	(466	)	$	2,481,265
Equity in subsidiaries’ earnings		120,773			78,596			—			(199,369	)		—
Expenses:
Casino and hotel operations		1,366			920,319			658,650			(466	)		1,579,869
General and administrative		1,037			260,928			52,359			—			314,324
Corporate expense		14,646			30,375			7,343			—			52,364
Preopening and start-up expenses		—			1,248			2,258			—			3,506
Property transactions, net		—			87,980			151			—			88,131
Depreciation and amortization		—			135,887			82,264			—			218,151

		17,049			1,436,737			803,025			(466	)		2,256,345

Income from unconsolidated affiliates		—			5,620			1,062			—			6,682

Operating income (loss)		103,724			161,171			166,076			(199,369	)		231,602
Interest expense, net of amounts capitalized		(199,982	)		(2,714	)		(11,804	)		—			(214,500	)
Other, net		12,595			(39,034	)		(17,376	)		—			(43,815	)

Income (loss) before income taxes		(83,663	)		119,423			136,896			(199,369	)		(26,713	)
Benefit (provision) for income taxes		(9,295	)		5,955			(525	)		—			(3,865	)

Net income (loss)		(92,958	)		125,378			136,371			(199,369	)		(30,578	)
Less: Net income attributable to noncontrolling interests		—			—			(62,380	)		—			(62,380	)

Net income (loss) attributable to MGM Resorts International	$	(92,958	)	$	125,378		$	73,991		$	(199,369	)	$	(92,958	)

Net income (loss)	$	(92,958	)	$	125,378		$	136,371		$	(199,369	)	$	(30,578	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		3,326			3,326			6,416			(6,652	)		6,416

Other comprehensive income (loss)		3,326			3,326			6,416			(6,652	)		6,416

Comprehensive income (loss)		(89,632	)		128,704			142,787			(206,021	)		(24,162	)
Less: Comprehensive income attributable to noncontrolling interests		—			—			(65,470	)		—			(65,470	)

Comprehensive income (loss) attributable to MGM Resorts International	$	(89,632	)	$	128,704		$	77,317		$	(206,021	)	$	(89,632	)


	Six Months Ended June 30, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	*(In thousands)*
Net revenues	$	—		$	2,977,657		$	1,856,701		$	(945	)	$	4,833,413
Equity in subsidiaries’ earnings		304,196			108,582			—			(412,778	)		—
Expenses:
Casino and hotel operations		2,876			1,806,402			1,265,131			(945	)		3,073,464
General and administrative		2,127			512,477			103,621			—			618,225
Corporate expense		29,454			58,114			11,420			—			98,988
Preopening and start-up expenses		—			1,020			4,632			—			5,652
Property transactions, net		—			96,275			347			—			96,622
Depreciation and amortization		—			263,718			166,351			—			430,069

		34,457			2,738,006			1,551,502			(945	)		4,323,020

Income from unconsolidated affiliates		—			21,958			1,068			—			23,026

Operating income (loss)		269,739			370,191			306,267			(412,778	)		533,419
Interest expense, net of amounts capitalized		(408,665	)		(5,699	)		(25,583	)		—			(439,947	)
Other, net		27,761			(61,852	)		(33,085	)		—			(67,176	)

Income (loss) before income taxes		(111,165	)		302,640			247,599			(412,778	)		26,296
Benefit (provision) for income taxes		24,753			7,412			(66,461	)		—			(34,296	)

Net income (loss)		(86,412	)		310,052			181,138			(412,778	)		(8,000	)
Less: Net income attributable to noncontrolling interests		—			—			(78,412	)		—			(78,412	)

Net income (loss) attributable to MGM Resorts International	$	(86,412	)	$	310,052		$	102,726		$	(412,778	)	$	(86,412	)

Net income (loss)	$	(86,412	)	$	310,052		$	181,138		$	(412,778	)	$	(8,000	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(3,110	)		(3,110	)		(6,225	)		6,220			(6,225	)
Other		115			115			—			(115	)		115

Other comprehensive income (loss)		(2,995	)		(2,995	)		(6,225	)		6,105			(6,110	)

Comprehensive income (loss)		(89,407	)		307,057			174,913			(406,673	)		(14,110	)
Less: Comprehensive income attributable to noncontrolling interests		—			—			(75,297	)		—			(75,297	)

Comprehensive income (loss) attributable to MGM Resorts International	$	(89,407	)	$	307,057		$	99,616		$	(406,673	)	$	(89,407	)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION


	Six Months Ended June 30, 2013
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination		Consolidated
	*(In thousands)*
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(402,258	)	$	565,476		$	566,844		$	—	$	730,062

Cash flows from investing activities
Capital expenditures, net of construction payable		—			(108,574	)		(134,304	)		—		(242,878	)
Dispositions of property and equipment		—			127			196			—		323
Investments in and advances to unconsolidated affiliates		(12,400	)		(2,000	)		—			—		(14,400	)
Investments in treasury securities - maturities longer than 90 days		—			(120,332	)		—			—		(120,332	)
Proceeds from treasury securities - maturities longer than 90 days		—			135,268			—			—		135,268
Other		—			1,806			—			—		1,806

Net cash used in investing activities		(12,400	)		(93,705	)		(134,108	)		—		(240,213	)

Cash flows from financing activities
Net repayments under bank credit facilities - maturities of 90 days or less		(14,000	)		—			—			—		(14,000	)
Borrowings under bank credit facilities - maturities longer than 90 days		2,343,000			—			450,000			—		2,793,000
Repayments under bank credit facilities - maturities longer than 90 days		(2,343,000	)		—			(450,000	)		—		(2,793,000	)
Retirement of senior notes		(462,226	)		(8	)		—			—		(462,234	)
Debt issuance costs		(17,061	)		—			—			—		(17,061	)
Intercompany accounts		756,926			(488,344	)		(268,582	)		—		—
Distributions to noncontrolling interest owners		—			—			(259,016	)		—		(259,016	)
Other		(1,346	)		—			(341	)		—		(1,687	)

Net cash provided by (used in) financing activities		262,293			(488,352	)		(527,939	)		—		(753,998	)

Effect of exchange rate on cash		—			—			(687	)		—		(687	)

Cash and cash equivalents
Net decrease for the period		(152,365	)		(16,581	)		(95,890	)		—		(264,836	)
Balance, beginning of period		254,385			226,242			1,062,882			—		1,543,509

Balance, end of period	$	102,020		$	209,661		$	966,992		$	—	$	1,278,673

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 (“MD&A”) contains 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, and the audited consolidated financial statements and notes for the fiscal year ended December 31, 2013, which were included in our Form 10-K, filed with the Securities and Exchange Commission on March 3, 2014. 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.”

Executive Overview

Our primary business is the ownership and operation of casino resorts, which includes offering gaming, hotel, convention, dining, entertainment, retail and other resort amenities. We believe that we own and invest in several of the premier casino resorts in the world and have continually reinvested 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 repay debt financings, fund capital expenditures and provide excess cash flow for future development. 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.

Results of operations from our wholly owned domestic resorts in the second quarter of 2014 improved compared to the second quarter of 2013, primarily as a result of increased casino and hotel revenues as general economic conditions continue to improve. During the six months ended June 30, 2014, visitor volume to Las Vegas increased 4.2% and the average daily Las Vegas Strip room rate increased 6.9% compared to the same period in the prior year, as reported by the Las Vegas Convention and Visitors Authority. We expect our resorts to benefit from a continued trend of improvements in general economic conditions in 2014.

In Macau, results of operations also improved in the second quarter of 2014 compared to the prior year period primarily as a result of strong main floor gaming volume. VIP gaming volumes were negatively impacted during the current year quarter due in part to macroeconomic factors in mainland China. Despite continued concerns about the sustainability of economic growth in China, we expect the Macau market to continue to grow as a result of a large and growing Asian middle class and infrastructure improvements expected to facilitate more convenient travel to and within Macau. According to statistics published by the Statistics Census Service of the Macau government, visitor arrivals were 15 million for the six months ended June 30, 2014, an 8% increase compared to the prior year period. Gross casino revenues for the Macau market increased 13% for the six months ended June 30, 2014, compared to the prior year period, with increases in main floor volumes.

Our results of operations are affected by decisions we make related to our capital allocation, our access to capital and our cost of capital. While we continue to be focused on improving our financial position, we are also dedicated to capitalizing on development opportunities. In Macau, we plan to spend approximately $2.9 billion, excluding development fees eliminated in consolidation, capitalized interest and land related costs, to develop a resort and casino featuring up to 1,600 hotel rooms, 500 gaming tables, and 2,500 slots built on an approximately 17.8 acre site in Cotai, Macau (“MGM Cotai”). MGM Cotai is anticipated to open in 2016.

In December 2013, our subsidiary MGM National Harbor, LLC (“MGM National Harbor”) was awarded the sixth and final casino license under current statutes in the State of Maryland by the Maryland Video Lottery Facility Location Commission to build and operate a destination resort casino in Prince George’s County at National Harbor. We currently expect the cost to develop and construct MGM National Harbor to be approximately $1.2 billion, excluding capitalized interest and land related costs. We expect that the resort will include a casino with approximately 3,600 slots and 160 table games including poker; a 300-suite hotel with luxury spa and rooftop pool; high-end branded retail; fine and casual dining; a dedicated 3,000 seat theater venue; 35,000 square feet of meeting and event space; and a 5,000-space parking structure. Construction of MGM National Harbor has commenced with estimated completion in the second half of 2016.

On June 13, 2014, the Massachusetts Gaming Commission (the “MGC”) agreed to award our subsidiary developing MGM Springfield the Category One casino license in Region B, Western Massachusetts, one of three licensing regions designated by legislation. However, on June 24, 2014, the Massachusetts Supreme Judicial Court ruled that a proposed ballot initiative seeking to prohibit local casinos, slot parlors and other wagering in Massachusetts was constitutional and thereby allowed the ballot initiative to appear on the November 4, 2014 ballot. The MGC has agreed that we are not required to make the final award payment of licensing fees and other costs unless the ballot initiative fails to pass in the November 2014 elections.

MGM Springfield is proposed to be developed on 14.5 acres of land between Union and State streets, and Columbus Avenue and Main Street in Springfield, Massachusetts. We currently expect the cost to develop and construct MGM Springfield to be approximately $690 million, excluding capitalized interest and land related costs. We expect the resort will include a casino with approximately 3,000 slots and 75 table games, a poker room and high limit VIP gambling area, 250 hotel rooms, 55,000 square feet of retail and restaurant space that will accommodate 15 shops and restaurants, and a multi-level parking garage.

In 2013, we entered into an agreement with a subsidiary of Anschutz Entertainment Group, Inc. (“AEG”) (a leader in sports, entertainment, and promotions) to design, construct, and operate an arena which will be located on a parcel of our land between Frank Sinatra Drive and New York-New York, adjacent to the Las Vegas Strip. We and AEG each own 50% of the developer of the arena. The proposed arena is anticipated to seat between 18,000 – 20,000 people and is currently scheduled to be completed in 2016. Such development is estimated to cost approximately $350 million, excluding capitalized interest and land related costs, and is contingent on obtaining permanent financing.

Wholly Owned Domestic Resorts

Over half of the net revenue from our wholly owned domestic resorts is derived from non-gaming operations including hotel, food and beverage, entertainment and other non-gaming amenities. We market to different customer groups and utilize our significant convention and meeting facilities to maximize hotel occupancy and customer volumes during off-peak times such as mid-week or during traditionally slower leisure travel periods, which also leads to better labor utilization. Our operating results are highly dependent on the volume of customers at our resorts, which in turn affects the price we can charge for our hotel rooms and other amenities. As a result of our leveraged business model, our operating results are significantly affected by our ability to generate operating revenues. Also, we generate a significant portion of our revenue from our wholly owned domestic resorts in Las Vegas, Nevada, which exposes us to certain risks, such as increased competition from new or expanded Las Vegas resorts, and from the expansion of gaming in the United States generally.

Key performance indicators related to gaming and hotel revenue at our wholly owned domestic resorts 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 is in the range of 18% to 22% of table games drop and our normal slots hold percentage is in the range of 8.0% to 8.5% of slots handle; 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 an analysis of retail or “cash” rates for each customer segment and each type of room product to estimate complimentary rates which are consistent with retail rates. Complimentary rates are reviewed at least annually and on an interim basis if there are significant changes in market conditions. 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.

MGM China

We own 51% and have a controlling interest in MGM China Holdings Limited (“MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”), the Macau company that owns the MGM Macau resort and casino and the related gaming subconcession and land concession and is in the process of developing a gaming resort in Cotai. We believe our investment in MGM China plays an important role in extending our reach internationally and will foster future growth and profitability. Asia is the fastest growing gaming market in the world and Macau is the world’s largest gaming destination in terms of revenue.

Revenues at MGM Macau are generated from three primary customer segments in the Macau gaming market: VIP casino gaming operations, main floor gaming operations, and slot machine operations. VIP players play mostly in dedicated VIP rooms or designated gaming areas. VIP customers can be further divided into customers sourced by in-house VIP programs and those sourced through gaming promoters. A significant portion of our VIP volume is generated through the use of gaming promoters. Gaming promoters introduce VIP gaming players to MGM Macau, assist these customers with travel arrangements, and extend gaming credit to these players. In exchange for their services, gaming promoters are compensated through payment of commissions. In-house VIP players also typically receive a commission based on the program in which they participate. The main floor gaming operation in Macau is also referred to as the “mass gaming operation.” MGM Macau main floor operations primarily consist of walk-in and day trip visitors. Unlike VIP players, main floor players do not receive commissions. The profit contribution from the main floor segment exceeds the VIP segment due to commission costs paid to gaming promoters. Gaming revenues from the main gaming floors have grown significantly in recent years and we believe this segment represents the most potential for sustainable growth in the future.

VIP gaming at MGM Macau is conducted by the use of special purpose nonnegotiable gaming chips called “rolling chips.” Gaming promoters purchase these rolling chips from MGM Macau and in turn they sell these chips to their players. The rolling chips allow MGM Macau to track the amount of wagering conducted by each gaming promoters’ clients in order to determine VIP gaming play. Gaming promoter commissions are based on either a percentage of actual win plus a monthly complimentary allowance based on a percentage of the rolling chip turnover their customers generate, or a percentage of the rolling chip turnover plus discounted offerings on nongaming amenities. The estimated portion of the gaming promoter payments that represent amounts passed through to VIP customers is recorded as a reduction of casino revenue, and the estimated portion retained by the gaming promoter for its compensation is recorded as casino expense. In-house VIP commissions are based on a percentage of rolling chip turnover and are recorded as a reduction of casino revenue.

Main floor table games wagers at MGM Macau are conducted by the use of cash chips. In addition to purchasing cash chips at gaming tables, main floor customers may also purchase cash chips at the casino cage. As a result of recent significant increases in cash chips purchased at the casino cage, we now adjust main floor table games drop to include such purchases in order to more meaningfully reflect main floor table games volume and hold percentage. MGM Macau’s main floor normal table games hold percentage, as calculated on this basis, is in the range of 20% to 28% of table games drop. Slots hold percentage at MGM Macau is in the range of 4.3% to 5.3% of slots handle.

In addition to the key performance indicators used by our wholly owned domestic resorts, MGM Macau utilizes “turnover,” which is the sum of rolling chip wagers won by MGM Macau calculated as rolling chips purchased plus rolling chips exchanged less rolling chips returned. Turnover provides a basis for measuring VIP casino win percentage. Win for VIP gaming operations at MGM Macau is in the range of 2.7% to 3.0% of turnover.

Corporate and Other

Corporate and other includes our investments in unconsolidated affiliates and certain management and other operations.

CityCenter. We own 50% of CityCenter. The other 50% of CityCenter is owned by Infinity World Development Corp (“Infinity World”), a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity. CityCenter consists of Aria, a casino resort; Mandarin Oriental Las Vegas, a non-gaming boutique hotel; Crystals, a retail and entertainment district; and Vdara, a luxury condominium-hotel. In addition, CityCenter includes residential units in the Residences at Mandarin Oriental and Veer. We receive a management fee of 2% of revenues for the management of Aria and Vdara, and 5% of EBITDA (as defined in the agreements governing our management of Aria and Vdara). In addition, we receive an annual fee of $3 million for the management of Crystals.

Other unconsolidated affiliates and management services. We also own 50% interests in Grand Victoria and Silver Legacy. Grand Victoria is a riverboat casino in Elgin, Illinois; an affiliate of Hyatt Gaming owns the other 50% of Grand Victoria and also operates the resort. Silver Legacy is located in Reno, adjacent to Circus Circus Reno, and the other 50% is owned by Eldorado LLC, which operates the resort.

We seek to leverage our management expertise and well-recognized brands through domestic and international expansion opportunities. We have entered into management agreements for non-gaming hotels, resorts and residential products in the Middle East, North Africa, India and the United States. In 2014, we and the Hakkasan Group formed MGM Hakkasan Hospitality (“MGM Hakkasan”), owned 50% by each member, to design, develop and manage luxury non-gaming hotels, resorts and residences under certain brands licensed from us and the Hakkasan Group. We will contribute all of the management agreements for non-gaming hotels, resorts and residential projects (outside of the greater China region) that are currently under development to MGM Hakkasan. In addition, we will continue to develop and manage properties in the greater China region with Diaoyutai State Guesthouse, including the MGM Grand Sanya on Hainan Island, in the People’s Republic of China, which opened in early 2012.

Borgata. We have a 50% economic interest in Borgata Hotel Casino & Spa (“Borgata”) located on Renaissance Pointe in the Marina area of Atlantic City, New Jersey. Boyd Gaming Corporation owns the other 50% of Borgata and also operates the resort. Our interest is held in trust and was offered for sale pursuant to our amended settlement agreement with the New Jersey Division of Gaming Enforcement and approved by the New Jersey Casino Control Commission (“CCC”). The terms of the amended settlement agreement previously mandated the sale by March 2014. We had the right to direct the sale through March 2013 (the “divesture period”), subject to approval of the CCC, and the trustee was responsible for selling the trust property during the following 12-month period (the “terminal sale period”). On February 13, 2013, the settlement agreement was further amended to allow the Company to re-apply to the CCC for licensure in New Jersey and to defer expiration of these periods pending the outcome of the licensure process. We have submitted our licensure request to the CCC and there can be no assurances that such request will be approved or with respect to the timing of the licensure process. If the CCC denies our licensure request, then the divesture period will immediately end, and the terminal sale period will immediately begin, which will result in our Borgata interest being disposed of by the trustee pursuant to the terms of the settlement agreement.

We consolidate the trust because we are the sole economic beneficiary and we account for our interest in Borgata under the cost method. As of June 30, 2014, the trust had $86 million of cash and investments, of which $69 million is held in U.S. treasury securities with maturities greater than three months but less than one year, and is recorded within “Prepaid expenses and other.”

Results of Operations

The following discussion is based on our consolidated financial statements for the three and six months ended June 30, 2014 and 2013.

Summary Financial Results

The following table summarizes our financial results:


	Three Months Ended June 30,					Six Months Ended June 30,
	2014		2013			2014		2013
	*(In thousands)*
Net revenues	$	2,581,033	$	2,481,265		$	5,211,431	$	4,833,413
Operating income		339,987		231,602			752,620		533,419
Net income (loss)		173,704		(30,578	)		365,312		(8,000	)
Net income (loss) attributable to MGM Resorts International		105,544		(92,958	)		213,704		(86,412	)

Consolidated net revenues for the three months ended June 30, 2014 increased 4% over the prior year period due to increases in both casino and non-casino revenues at our wholly owned domestic resorts. Consolidated net revenues for the six months ended June 30, 2014 increased 8% over the prior year period as a result of an increase in casino revenues at MGM China and an increase at our wholly owned domestic resorts primarily related to non-casino revenues. See below for additional information related to segment revenues.

Consolidated operating income for the three months ended June 30, 2014 benefited from increased revenues at our wholly owned domestic resorts and a decrease in depreciation and amortization expense primarily due to accelerated depreciation recognized in 2013 for assets to be disposed in the Bellagio and Mandalay Bay room remodels. General and administrative expense increased compared to the prior year quarter as a result of an increase in payroll costs and utility costs. Operating income for the second quarter of 2014 was negatively impacted by an impairment charge of $29 million related to our investment in Grand Victoria recorded in “Property transactions, net.” In the prior year quarter, operating income was negatively impacted by impairment charges of $37 million related to our investment in Grand Victoria and $45 million related to certain corporate buildings.

Consolidated operating income for the six months ended June 30, 2014 benefited from increases in revenues at our wholly owned domestic resorts and MGM China and a decrease in depreciation and amortization expense due to the accelerated depreciation recognized in 2013 as noted above, as well as assets that had become fully depreciated at MGM China in the fourth quarter of 2013. General and administrative expense increased in the year to date period as a result of an increase in the items noted above, and property transactions, net was negatively impacted in the current and prior year to date periods for the impairment charges noted above. Corporate expense increased 9% over the prior year period to $108 million due to an increase in personnel costs and professional fees.

Operating Results – Detailed Segment Information

The following table presents a detail by segment of consolidated net revenue and Adjusted EBITDA. Management uses Adjusted Property EBITDA as the primary profit measure for its reportable segments. See “Non-GAAP Measures” for additional information:


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	*(In thousands)*
Net revenues:
Wholly owned domestic resorts	$	1,639,270		$	1,535,996		$	3,209,504		$	3,025,184
MGM China		827,928			835,149			1,769,376			1,582,706

Reportable segment net revenues		2,467,198			2,371,145			4,978,880			4,607,890
Corporate and other		113,835			110,120			232,551			225,523

	$	2,581,033		$	2,481,265		$	5,211,431		$	4,833,413

Adjusted EBITDA:
Wholly owned domestic resorts	$	414,398		$	375,603		$	817,244		$	736,640
MGM China		210,488			204,815			451,213			385,270

Reportable segment Adjusted Property EBITDA		624,886			580,418			1,268,457			1,121,910
Corporate and other		(38,900	)		(39,028	)		(55,989	)		(56,148	)

	$	585,986		$	541,390		$	1,212,468		$	1,065,762

Wholly owned domestic resorts. The following table presents detailed net revenue at our wholly owned domestic resorts:


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	*(In thousands)*
Casino revenue:
Table games	$	226,527		$	184,546		$	459,034		$	424,139
Slots		416,020			418,528			816,582			826,562
Other		13,872			14,567			32,561			30,974

Casino revenue		656,419			617,641			1,308,177			1,281,675
Non-casino revenue:
Rooms		447,506			423,285			884,171			811,127
Food and beverage		391,503			373,414			751,616			712,448
Entertainment, retail and other		305,385			283,564			585,259			539,990

Non-casino revenue		1,144,394			1,080,263			2,221,046			2,063,565

		1,800,813			1,697,904			3,529,223			3,345,240
Less: Promotional allowances		(161,543	)		(161,908	)		(319,719	)		(320,056	)

	$	1,639,270		$	1,535,996		$	3,209,504		$	3,025,184

Net revenue related to wholly owned domestic resorts increased 7% for the three months ended June 30, 2014, as a result of increased casino, rooms, food and beverage, and entertainment revenues. Overall table games volume increased 6% for the second quarter, and table games hold percentage was 21.3% for the current quarter compared to 18.1% in the prior year period. Slots revenue decreased 1% compared to the prior year quarter.

Net revenue related to wholly owned domestic resorts increased 6% for the six months ended June 30, 2014, as a result of increased casino, rooms, food and beverage, and entertainment revenues. Table games hold percentage was 21.1% for the six months ended June 30, 2014, compared to 20.1% for the prior year period, and total table games volume increased 5% compared to the prior year period. Slots revenue decreased 1% for the six months ended June 30, 2014 compared to the six months ended June 30, 2013.

Rooms revenue for the three months ended June 30, 2014 increased 6%, with a 6% increase in Las Vegas Strip REVPAR. Rooms revenue for the six months ended June 30, 2014 increased 9% with a 10% increase in Las Vegas Strip REVPAR. The following table shows key hotel statistics for our Las Vegas Strip resorts:


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Occupancy		96	%		95	%		94	%		92	%
Average Daily Rate (ADR)	$	141		$	134		$	144		$	133
Revenue per Available Room (REVPAR)		135			127			135			123

Food and beverage revenue for the three and six months ended June 30, 2014 increased 5% and 6%, respectively, compared to the prior year periods due primarily to increased convention and banquet revenue and the opening of several new outlets. Entertainment revenue increased 15% and 16% for each of the three and six months ended June 30, 2014, respectively, compared to the prior year periods, as a result of the opening of the Michael Jackson ONE Cirque du Soleil production show at Mandalay Bay in June 2013, which replaced the Lion King which closed in December 2011.

Adjusted Property EBITDA at our wholly owned domestic resorts increased 10% during the three months ended June 30, 2014 primarily as a result of increased revenues. Adjusted Property EBITDA margin for the three months ended June 30, 2014 increased by approximately 80 basis points to 25.3% from the prior year quarter. Adjusted Property EBITDA increased 11% during the six months ended June 30, 2014, due primarily to an increase in casino and rooms revenues and improved rooms margins. Adjusted Property EBITDA margin for the six months ended June 30, 2014 increased by approximately 110 basis points from the prior year to 25.5%.

MGM China. The following table presents detailed net revenue for MGM China:


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	*(In thousands)*
Casino revenue, net:
VIP table games	$	427,447		$	521,226		$	977,385		$	974,237
Main floor table games		325,291			230,530			627,487			439,459
Slots		66,007			73,758			145,548			149,205

Casino revenue, net		818,745			825,514			1,750,420			1,562,901

Non-casino revenue		35,843			34,591			73,627			68,537

		854,588			860,105			1,824,047			1,631,438
Less: Promotional allowances		(26,660	)		(24,956	)		(54,671	)		(48,732	)

	$	827,928		$	835,149		$	1,769,376		$	1,582,706

For the quarter ended June 30, 2014, net revenue for MGM China decreased 1%, primarily as a result of a decrease in VIP table games revenue of 18%, which was partially offset by a 41% increase in main floor table games revenue. VIP table games turnover decreased 10% and VIP table games hold percentage decreased from 2.9% in the prior year quarter to 2.7% in the current quarter. Main floor table games hold percentage increased from 24.4% in the prior quarter to 25.8% in the current quarter and main floor table games volume increased 33% in the current year quarter. Slots revenue decreased 11% due to a decrease in slots hold percentage from 5.4% in the prior year quarter to 4.3% in the current quarter.

MGM China’s Adjusted EBITDA for the quarter ended June 30, 2014 was $210 million. Excluding branding fees of $14 million and $15 million for the quarter ended June 30, 2014 and 2013, respectively, Adjusted EBITDA increased 3% compared to the same period in the prior year. Adjusted EBITDA margin increased approximately 90 basis points to 25.4% in the current year quarter, and benefited from an increase in main floor table games revenues.

Net revenue for the six months ended June 30, 2014 increased 12% compared to the same period in the prior year, due primarily to an increase in main floor table games revenue of 43%. Main floor table games volume increased 32% and hold percentage increased from 23.3% in the prior year period to 25.2% in the current year. VIP table games turnover increased 1% and VIP table games hold percentage increased slightly from 2.8% to 2.9% for the six months ended June 30, 2014.

MGM China’s Adjusted EBITDA for the six months ended June 30, 2014 was $451 million. Excluding branding fees of $31 million and $28 million for the six months ended June 30, 2014 and 2013, respectively, Adjusted EBITDA increased 17% compared to the same period in the prior year. Adjusted EBITDA margin increased approximately 120 basis points to 25.5% in the current year period due to an increase in main floor table games revenues.

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 Adjusted EBITDA loss for the three and six months ended June 30, 2014 was flat compared to the prior year. See below for additional discussion of our share of operating results from unconsolidated affiliates.

Operating Results — Details of Certain Charges

Property transactions, net consisted of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
	*(In thousands)*
Grand Victoria investment impairment charge	$	28,789	$	36,607	$	28,789	$	36,607
Corporate buildings impairment charge		—		44,510		—		44,510
Other property transactions, net		4,381		7,014		4,939		15,505

	$	33,170	$	88,131	$	33,728	$	96,622

At June 30, 2014, we reviewed the carrying value of our Grand Victoria investment for impairment due to a greater than anticipated decline in operating results, as well as a decrease in forecasted cash flows for 2014 through 2017 compared to the prior forecast. We used a blended discounted cash flow analysis and guideline public company method to determine the estimated fair value from a market participant’s viewpoint. Key assumptions included in the discounted cash flow analysis were estimates of future cash flows including outflows for capital expenditures, a long-term growth

rate of 2% and a discount rate of 10.5%. Key assumptions in the guideline public company method included business enterprise value multiples selected based on the range of multiples in Grand Victoria’s peer group. As a result of the analysis, we determined that it was necessary to record an other-than-temporary impairment charge of $29 million at June 30, 2014, based on an estimated fair value of $140 million for our 50% interest. We intend to, and believe we will be able to, retain our investment in Grand Victoria; however, due to the extent of the shortfall and our assessment of the uncertainty of fully recovering our investment, we have determined that the impairment was other-than-temporary. At June 30, 2013, we recorded an impairment charge of $37 million on our investment in Grand Victoria based on the then estimated fair value of $170 million for its 50% interest.

During the second quarter of 2013 we recorded an impairment charge of $45 million related to corporate buildings which were removed from service that were located on the land underlying the Las Vegas Arena project. Other property transactions, net for the six months ended June 30, 2014 and 2013 includes miscellaneous asset disposals and demolition costs.

Operating Results – Income from Unconsolidated Affiliates

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


	Three Months Ended June 30,					Six Months Ended June 30,
	2014			2013		2014		2013
	*(In thousands)*
CityCenter	$	(1,055	)	$	861	$	12,991	$	12,556
Other		6,923			5,821		11,653		10,470

	$	5,868		$	6,682	$	24,644	$	23,026

Our share of CityCenter’s operating loss, including certain basis difference adjustments, for the three months ended June 30, 2014 was $1 million. Improved operating results at Aria, Vdara and Crystals were offset by property transactions, net. Aria’s table games volume increased 19% and hold percentage increased to 23.4% in the current year quarter from 20.8% in the prior year quarter. Hotel revenue increased as a result of an increase in REVPAR at Aria and Vdara of 6% and 10%, respectively. CityCenter’s second quarter results were negatively affected by $16 million of property transactions in the current year period and $10 million in the prior year period.

For the six months ended June 30, 2014 and 2013, improved operating results at Aria, Vdara and Crystals were offset by property transactions, net. Hotel revenue at Aria and Vdara increased as a result of an increase in REVPAR of 10% and 15%, respectively. Property transactions, net for the six months ended June 30, 2014 were $19 million, compared to $10 million for the prior year period.

Non-operating Results

Interest expense. Interest expense decreased $11 million and $27 million for the three and six months ended June 30, 2014 compared to the prior year periods, respectively, primarily as a result of a decrease in the average debt balance as well as a reduction in interest rate due to the repricing of the term loan B in May 2013. We had $4 million and $8 million of capitalized interest in the three and six months ended June 30, 2014, respectively, primarily related to the MGM Cotai project.

Non-operating items from unconsolidated affiliates. Non-operating charges from unconsolidated affiliates decreased by $24 million and $33 million for the three and six months ended June 30, 2014, respectively, primarily related to a decrease in interest expense at CityCenter as a result of debt restructuring transactions that occurred in October 2013 and to lower statutory interest recorded by CityCenter related to estimated amounts owed in connection with the CityCenter construction litigation.

Income taxes. We recorded income tax benefit of $53 million and $56 million for the three and six months ended June 30, 2014, respectively, compared to income tax provision of $4 million and $34 million for the three and six months ended June 30, 2013, respectively. The income tax benefit recorded for the three and six months ended June 30, 2014 was favorably impacted by a $31 million benefit resulting from the settlement during the quarter of our 2005-2009 IRS audits as well as assumptions made in our annual effective tax rate calculation regarding the realization of a portion of our foreign tax credit deferred tax asset in future years. The provision recorded during the six months ended June 30, 2013 was primarily the result of non-recurring taxation events recorded during the first quarter of 2013, including the re-measurement of the net deferred tax liability of MGM Grand Paradise, resulting in a provision for income taxes of $65 million, offset by a $38 million reduction in provision for the settlement of all 2003 and 2004 issues under appeal with the IRS. See Note 2 in the accompanying financial statements for further discussion of our annual effective tax rate assumptions regarding projected foreign tax credit usage and valuation allowance.

Non-GAAP Measures

“Adjusted EBITDA” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses and property transactions, net. “Adjusted Property EBITDA” is Adjusted EBITDA before corporate expense and stock compensation expense related to the MGM Resorts stock option plan, which is not allocated to each property. MGM China recognizes stock compensation expense related to its stock compensation plan which is included in the calculation of Adjusted EBITDA for MGM China. Adjusted EBITDA information is presented solely as a supplemental disclosure to reported GAAP measures because management believes these measures are 1) widely used measures of operating performance in the gaming and hospitality industry, and 2) a principal basis for valuation of gaming and hospitality companies.

We believe that while items excluded from Adjusted EBITDA and Adjusted Property EBITDA may be recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions or events that may not be comparable between the periods being presented. Also, we believe excluded items may not relate specifically to current operating trends or be indicative of future results. For example, preopening and start-up expenses will be significantly different in periods when we are developing and constructing a major expansion project and will depend on where the current period lies within the development cycle, as well as the size and scope of the project(s). “Property transactions, net” includes normal recurring disposals, gains and losses on sales of assets related to specific assets within our 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, capital allocation, tax planning, financing and stock compensation awards are all managed at the corporate level. Therefore, we use Adjusted Property EBITDA as the primary measure of wholly owned domestic resorts operating performance.

Adjusted EBITDA or Adjusted Property EBITDA should not be construed as an alternative to operating income or net income, as an indicator of our performance; or as an alternative to cash flows from operating activities, as a measure 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 and debt principal repayments, which are not reflected in Adjusted EBITDA. Also, other companies in the gaming and hospitality industries that report Adjusted EBITDA information may calculate Adjusted EBITDA in a different manner.

The following table presents a reconciliation of Adjusted EBITDA to net income (loss):


	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	*(In thousands)*
Adjusted EBITDA	$	585,986		$	541,390		$	1,212,468		$	1,065,762
Preopening and start-up expenses		(9,759	)		(3,506	)		(15,395	)		(5,652	)
Property transactions, net		(33,170	)		(88,131	)		(33,728	)		(96,622	)
Depreciation and amortization		(203,070	)		(218,151	)		(410,725	)		(430,069	)

Operating income		339,987			231,602			752,620			533,419

Non-operating income (expense)
Interest expense, net of amounts capitalized		(203,936	)		(214,500	)		(413,323	)		(439,947	)
Other, net		(14,887	)		(43,815	)		(30,044	)		(67,176	)

		(218,823	)		(258,315	)		(443,367	)		(507,123	)
Income (loss) before income taxes		121,164			(26,713	)		309,253			26,296
Benefit (provision) for income taxes		52,540			(3,865	)		56,059			(34,296	)

Net income (loss)		173,704			(30,578	)		365,312			(8,000	)
Less: Net income attributable to noncontrolling interests		(68,160	)		(62,380	)		(151,608	)		(78,412	)

Net income (loss) attributable to MGM Resorts International	$	105,544		$	(92,958	)	$	213,704		$	(86,412	)

The following tables present reconciliations of operating income (loss) to Adjusted Property EBITDA and Adjusted EBITDA:


	Three Months Ended June 30, 2014
	Operating Income (Loss)			Preopening and Start-up Expenses			Property Transactions, Net			Depreciation and Amortization		Adjusted EBITDA
	*(In thousands)*
Bellagio	$	94,027		$	—		$	594		$	20,998	$	115,619
MGM Grand Las Vegas		34,429			—			207			19,735		54,371
Mandalay Bay		33,524			331			241			18,907		53,003
The Mirage		14,362			22			1,801			12,725		28,910
Luxor		11,734			(3	)		1			9,590		21,322
New York-New York		19,755			47			98			4,578		24,478
Excalibur		16,605			—			332			3,769		20,706
Monte Carlo		14,091			464			154			5,290		19,999
Circus Circus Las Vegas		3,308			36			3			3,866		7,213
MGM Grand Detroit		33,804			—			78			5,771		39,653
Beau Rivage		11,476			—			559			6,454		18,489
Gold Strike Tunica		6,651			—			265			3,269		10,185
Other resort operations		(86	)		—			(8	)		544		450

Wholly owned domestic resorts		293,680			897			4,325			115,496		414,398

MGM China		134,112			2,917			48			73,411		210,488
CityCenter (50%)		(1,055	)		—			—			—		(1,055	)
Other unconsolidated resorts		6,822			101			—			—		6,923
Management and other operations		10,054			—			1			2,047		12,102

		443,613			3,915			4,374			190,954		642,856

Stock compensation		(6,393	)		—			—			—		(6,393	)
Corporate		(97,233	)		5,844			28,796			12,116		(50,477	)

	$	339,987		$	9,759		$	33,170		$	203,070	$	585,986


	Three Months Ended June 30, 2013
	Operating Income (Loss)			Preopening and Start-up Expenses			Property Transactions, Net			Depreciation and Amortization		Adjusted EBITDA
	*(In thousands)*
Bellagio	$	71,386		$	—		$	337		$	27,799	$	99,522
MGM Grand Las Vegas		29,400			—			104			20,131		49,635
Mandalay Bay		23,414			1,078			1,854			23,012		49,358
The Mirage		11,714			—			141			12,673		24,528
Luxor		9,097			112			(252	)		9,331		18,288
New York-New York		17,958			—			499			5,215		23,672
Excalibur		16,382			—			13			3,376		19,771
Monte Carlo		12,183			58			2,964			4,678		19,883
Circus Circus Las Vegas		801			—			10			4,485		5,296
MGM Grand Detroit		32,709			—			—			5,953		38,662
Beau Rivage		8,732			—			7			7,727		16,466
Gold Strike Tunica		3,966			—			1,187			3,365		8,518
Other resort operations		1,441			—			—			563		2,004

Wholly owned domestic resorts		239,183			1,248			6,864			128,308		375,603

MGM China		126,134			2,258			150			76,273		204,815
CityCenter (50%)		861			—			—			—		861
Other unconsolidated resorts		5,821			—			—			—		5,821
Management and other operations		6,111			—			(4	)		2,953		9,060

		378,110			3,506			7,010			207,534		596,160

Stock compensation		(6,246	)		—			—			—		(6,246	)
Corporate		(140,262	)		—			81,121			10,617		(48,524	)

	$	231,602		$	3,506		$	88,131		$	218,151	$	541,390


	Six Months Ended June 30, 2014
	Operating Income (Loss)			Preopening and Start-up Expenses		Property Transactions, Net			Depreciation and Amortization		Adjusted EBITDA
	*(In thousands)*
Bellagio	$	175,878		$	—	$	573		$	44,317	$	220,768
MGM Grand Las Vegas		75,361			197		199			40,847		116,604
Mandalay Bay		67,935			1,133		239			39,696		109,003
The Mirage		36,954			22		1,948			25,405		64,329
Luxor		20,541			—		—			18,759		39,300
New York-New York		40,642			102		342			9,019		50,105
Excalibur		32,060			—		331			7,205		39,596
Monte Carlo		28,105			1,379		157			10,253		39,894
Circus Circus Las Vegas		4,845			36		(8	)		7,649		12,522
MGM Grand Detroit		61,458			—		78			11,483		73,019
Beau Rivage		19,642			—		559			12,929		33,130
Gold Strike Tunica		13,016			—		265			6,471		19,752
Other resort operations		(1,855	)		—		(8	)		1,085		(778	)

Wholly owned domestic resorts		574,582			2,869		4,675			235,118		817,244

MGM China		298,701			5,325		(56	)		147,243		451,213
CityCenter (50%)		12,991			—		—			—		12,991
Other unconsolidated resorts		11,533			120		—			—		11,653
Management and other operations		27,015			—		1			4,938		31,954

		924,822			8,314		4,620			387,299		1,325,055

Stock compensation		(13,092	)		—		—			—		(13,092	)
Corporate		(159,110	)		7,081		29,108			23,426		(99,495	)

	$	752,620		$	15,395	$	33,728		$	410,725	$	1,212,468


	Six Months Ended June 30, 2013
	Operating Income (Loss)			Preopening and Start-up Expenses		Property Transactions, Net			Depreciation and Amortization		Adjusted EBITDA
	*(In thousands)*
Bellagio	$	137,778		$	—	$	341		$	50,982	$	189,101
MGM Grand Las Vegas		70,372			—		770			40,498		111,640
Mandalay Bay		44,236			474		2,436			41,626		88,772
The Mirage		25,264			—		4,295			25,130		54,689
Luxor		12,872			112		2,927			17,951		33,862
New York-New York		35,695			—		530			10,847		47,072
Excalibur		27,544			—		13			7,323		34,880
Monte Carlo		25,041			58		2,952			9,318		37,369
Circus Circus Las Vegas		412			—		10			9,431		9,853
MGM Grand Detroit		67,080			—		—			11,235		78,315
Beau Rivage		15,159			—		(291	)		15,471		30,339
Gold Strike Tunica		10,786			—		1,174			6,545		18,505
Other resort operations		1,113			—		(1	)		1,131		2,243

Wholly owned domestic resorts		473,352			644		15,156			247,488		736,640

MGM China		225,251			4,632		345			155,042		385,270
CityCenter (50%)		12,180			376		—			—		12,556
Other unconsolidated resorts		10,470			—		—			—		10,470
Management and other operations		18,894			—		—			5,927		24,821

		740,147			5,652		15,501			408,457		1,169,757

Stock compensation		(13,189	)		—		—			—		(13,189	)
Corporate		(193,539	)		—		81,121			21,612		(90,806	)

	$	533,419		$	5,652	$	96,622		$	430,069	$	1,065,762

Liquidity and Capital Resources

Cash Flows

Our cash and cash equivalents balance at June 30, 2014 was $1.4 billion, which included $658 million at MGM China.

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 tax payments or refunds, and by distributions from unconsolidated affiliates. Cash provided by operating activities was $804 million for the six months ended June 30, 2014, compared to cash provided by operating activities of $730 million in the prior year period. Operating cash flows increased primarily as a result of an increase in operating income and a decrease in interest payments compared to the prior year period.

Operating cash flows related to MGM China were $453 million for the six months ended June 30, 2014, compared to $528 million in the prior year period. MGM China’s operating income increased compared to the prior year period, however cash flows in the prior year period benefited significantly from changes in working capital primarily related to short-term gaming liabilities.

Investing activities. We made capital expenditures of $370 million for the six months ended June 30, 2014, of which $184 million related to MGM China and $14 million related to the construction of MGM National Harbor. Capital expenditures at MGM China included $170 million related to the construction of MGM Cotai and $14 million related to improvements at MGM Macau. Capital expenditures at our wholly owned domestic resorts and corporate entities included various room remodels including the Delano rooms at Mandalay Bay and suites at Bellagio, a remodel of the facades of New York-New York and Monte Carlo, restaurant and entertainment venue remodels and costs incurred to relocate and renovate certain corporate offices. Most of the costs capitalized at our wholly owned domestic resorts related to furniture and fixtures, materials and external labor costs.

We made capital expenditures of $243 million for the six months ended June 30, 2013, of which $125 million related to MGM China, excluding development fees eliminated in consolidation. Capital expenditures at MGM China primarily related to the construction of MGM Cotai, including a $47 million construction deposit. Capital expenditures at our wholly owned domestic resorts included various room remodels, restaurant remodels, and entertainment venue remodels. Most of the costs capitalized at our wholly owned domestic resorts related to furniture and fixtures, materials and external labor costs.

For the six months ended June 30, 2014, investments in and advances to unconsolidated affiliates primarily represent investments in CityCenter, MGM Hakkasan and the Las Vegas Arena Company. In the six months ended June 30, 2013, we made investments and advances of $12 million to CityCenter pursuant to the completion guarantee.

Investing activities include activity related to investments of funds held by the trust holding our 50% ownership in Borgata.

Financing activities. During the six months ended June 30, 2014, we repaid net debt of $523 million, which included the repayment of the $509 million 5.875% senior notes at maturity on February 27, 2014. During the first half of 2013 we repaid the $462 million 6.75% senior notes at maturity on April 1, 2013 and we incurred $17 million of debt issuance costs related to the re-pricing of the term loan B facility in May 2013.

MGM China paid a $499 million special dividend in March 2014 and a $127 million final dividend in June 2014, of which $245 million and $62 million was distributed to noncontrolling interests, respectively. MGM China paid a $500 million special dividend in March 2013, of which $245 million was distributed to noncontrolling interests.

Other Factors Affecting Liquidity

Anticipated uses of cash. We have significant outstanding debt and contractual obligations in addition to planned capital expenditures. At June 30, 2014, we had $12.9 billion of indebtedness, including $2.8 billion of borrowings outstanding under our $4.0 billion senior credit facility and $554 million outstanding under the $2.0 billion MGM China credit facility. We expect to meet our debt obligations and planned capital expenditure requirements with future anticipated operating cash flows, cash and cash equivalents, and available borrowings under our senior credit facility. At June 30, 2014 we had $1.5 billion of principal amount of long-term debt maturing within one year, primarily related to our $1.45 billion 4.25% convertible senior notes. At June 30, 2014 the price per share of our common stock was above the conversion price of our convertible senior notes. We have an estimated $797 million of cash interest payments based on current outstanding debt and applicable interest rates within the next twelve months.

In addition, we expect to make capital investments as described below during the full year 2014. See “Executive Overview” for further information regarding the scope and timing of our significant development projects.

•

$350 million in capital expenditures at our wholly owned domestic resorts and corporate entities;

•

$50 million investment in our arena project, subject to the project obtaining permanent financing;

•

$110 million in capital expenditures, including land costs, related to the MGM National Harbor project; and

•

If we are awarded the license in Massachusetts, $85 million related to the initial license fee and $40 million related to land acquisition costs.

During the full year 2014, MGM China expects to spend approximately $70 million in capital improvements at MGM Macau and $500 million on the MGM Cotai project, excluding capitalized interest and land.

Our capital expenditures fluctuate depending on our decisions with respect to strategic capital investments in new or existing resorts and the timing of capital investments to maintain the quality of our resorts, the amounts of which can vary depending on timing of larger remodel projects related to our public spaces and hotel rooms. Future capital expenditures could vary from our current expectations depending on the progress of our development efforts and the structure of our ownership interests in future developments.

Cotai land concession. MGM Grand Paradise’s land concession contract for an approximate 17.8 acre site in Cotai, Macau became effective on January 9, 2013 and has an initial term of 25 years. The total land premium payable to the Macau government for the land concession contract is $161 million and is composed of a down payment and eight additional semi-annual payments. As of June 30, 2014, MGM China had paid $86 million of the contract premium. In July 2014, MGM China paid the third semi-annual installment payment of $15 million under the land concession contract. Including interest on the five remaining semi-annual payments, MGM China has $73 million remaining payable for the land concession contract. In addition, MGM Grand Paradise is required to pay the Macau government approximately $269,000 per year in rent during the course of development of the land.

MGM China dividend policy. On August 5, 2014, MGM China’s Board of Directors announced a dividend of $136 million, which will be paid to shareholders of record as of August 25, 2014 and distributed on or about September 1, 2014. We will receive $69 million, representing our 51% share of the dividend.

CityCenter completion guarantee. In October 2013, we entered into a third amended and restated completion and cost overrun guarantee, which is collateralized by substantially all of the assets of Circus Circus Las Vegas, as well as certain undeveloped land adjacent to that property. The terms of the amended and restated completion guarantee provide CityCenter the ability to utilize up to $72 million of net residential proceeds to fund construction costs, or to reimburse us for construction costs previously expended. As of June 30, 2014, CityCenter is holding approximately $72 million in a separate bank account representing the remaining condo proceeds available to fund completion guarantee obligations or be reimbursed to us. In accordance with the amended and restated completion guarantee, such amounts can only be used to fund construction lien obligations or reimbursed to us once the Perini litigation is settled.

As of June 30, 2014, we have funded $727 million under the completion guarantee and have accrued a liability of $128 million, which includes estimated litigation costs related to the resolution of disputes with contractors concerning the final construction costs and estimated amounts to be paid to contractors in connection with the Perini litigation. Our estimated obligation has been offset by the $72 million of condominium proceeds received and held in escrow by CityCenter, which are available to fund construction lien claims upon final resolution of the Perini litigation. Also, our accrual reflects certain estimated offsets to the amounts claimed by the contractors. We do not believe it is reasonably possible we could be liable for amounts in excess of what we have accrued related to the Perini Litigation claims. However, an insurer participating in the OCIP for the CityCenter construction project has initiated an arbitration against us in an attempt to recover certain costs it has allegedly incurred in connection with CityCenter’s claims against Perini and certain subcontractors for defective work at the Harmon. We dispute that such amounts are owed to the insurance company, but believe it is reasonably possible we may ultimately be found liable for some portion of the claim. The arbitration is in its beginning phase and there are significant factual and legal issues to be determined and resolved. Further, we have not had the opportunity to engage in any discovery, and the amount of damages to be sought by the insurer is indeterminate. Because of these factors, we do not currently have sufficient information to determine a range of reasonably possible loss.

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, 2013. There have been no significant changes in our critical accounting policies and estimates since year end.

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. 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 June 30, 2014, variable rate borrowings represented 26% of our total borrowings. Assuming a 100 basis-point increase in LIBOR (in the case of the term B facility, over the 1% floor specified in our senior credit facility), our annual interest cost would increase by $28 million based on gross amounts outstanding at June 30, 2014. Assuming a 100 basis-point increase in HIBOR for the MGM Grand Paradise credit facility, our annual interest cost would increase by $6 million based on amounts outstanding at June 30, 2014. The following table provides additional information about our gross long-term debt subject to changes in interest rates:


	Debt maturing in																					Fair Value June 30,
	2014			2015			2016			2017			2018			Thereafter			Total			2014
	*(In millions)*
Fixed-rate	$	—		$	2,325		$	1,476		$	743		$	475		$	4,605		$	9,624		$	11,391
Average interest rate		N/A			5.1	%		8.2	%		7.6	%		11.4	%		7.1	%		7.1	%
Variable rate	$	14		$	28		$	166		$	1,440		$	18		$	1,645		$	3,311		$	3,309
Average interest rate		3.3	%		3.3	%		2.2	%		2.6	%		3.5	%		3.5	%		3.1	%

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 the development of 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, Macau or Hong Kong could cause variability in these exchange rates. As of June 30, 2014, a 1% change in the Hong Kong Dollar (the functional currency of MGM China) exchange rate would impact the carrying value of the Company’s cash and debt balances by $7 million and $6 million, respectively.

Cautionary Statement Concerning Forward-Looking Statements

This Quarterly Report on 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 our ability to generate significant cash flow, our expectations with respect to improvements in the global economy, amounts we will pay in capital expenditures and investments, the opening and development of new resorts and projected tax benefits to be realized in future periods. The foregoing is not a complete list of all forward-looking statements we make.

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

•

our substantial indebtedness and significant financial commitments could adversely affect our development options and financial results and impact our ability to satisfy our obligations;

•

current and future economic and credit market conditions could adversely affect our ability to service or refinance our indebtedness and to make planned expenditures and investments;

•

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;

•

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 markets in which we operate and in the locations in which our customers reside;

•

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

•

the ability of the Macau government to terminate MGM Grand Paradise’s gaming subconcession under certain circumstances without compensating MGM Grand Paradise or refuse to grant MGM Grand Paradise an extension of the subconcession, which is scheduled to expire on March 31, 2020;

•

our ability to build and open our development in Cotai by January 2018;

•

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

•

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

•

the concentration 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 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 or acts of war or hostility;

•

the fact that investing in other entities through partnerships, joint ventures or otherwise, including CityCenter decreases our ability to manage risk;

•

the fact that future construction or development projects will be susceptible to substantial 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 CityCenter has decided to abate the potential for structural collapse of the Harmon in the event of a code-level earthquake by demolishing the building, which exposes us to risks prior to or in connection with the demolition process;

•

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 of reputation and/or subject us to fines, payment of damages, lawsuits or other restrictions on our use or transfer of data;

•

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

•

the potential for conflicts of interest to arise because certain of our directors and officers are also directors of MGM China, which is a publicly traded company listed on the Hong Kong Stock Exchange; and

•

the risks associated with doing business outside of the United States.

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

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that our disclosure controls and procedures (as such term is defined in Rules 13(a)-15(e) and 15d-15(e) under the Exchange Act) were effective as of June 30, 2014 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 Securities and Exchange Commission 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 Rule 13a-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.

During the quarter ended June 30, 2014, 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.

Part II. OTHER INFORMATION

Item 1.

Legal Proceedings

CityCenter construction litigation. In March 2010, Perini Building Company, Inc. (“Perini”), general contractor for CityCenter, filed a lawsuit in the Eighth Judicial District Court for Clark County, State of Nevada, against MGM MIRAGE Design Group (a wholly owned subsidiary of the Company which was the original party to the Perini construction agreement) and certain direct or indirect subsidiaries of CityCenter Holdings, LLC (the “CityCenter Owners”). Perini asserted that CityCenter was substantially completed, but the defendants failed to pay Perini approximately $490 million allegedly due and owing under the construction agreement for labor, equipment and materials expended on CityCenter. The complaint further charged the defendants with failure to provide timely and complete design documents, late delivery to Perini of design changes, mismanagement of the change order process, obstruction of Perini’s ability to complete the Harmon component, and fraudulent inducement of Perini to compromise significant amounts due for its general conditions. The complaint advanced claims for breach of contract, breach of the implied covenant of good faith and fair dealing, tortious breach of the implied covenant of good faith and fair dealing, unjust enrichment and promissory estoppel, and fraud and intentional misrepresentation. Perini seeks compensatory damages, punitive damages, attorneys’ fees and costs.

The CityCenter Owners and the other defendants dispute Perini’s allegations, and contend that the defendants are entitled to substantial amounts from Perini, including offsets against amounts claimed to be owed to Perini and its subcontractors and damages based on breach of their contractual and other duties to CityCenter, duplicative payment requests, non-conforming work, lack of proof of alleged work performance, defective work related to the Harmon, property damage and Perini’s failure to perform its obligations to pay certain subcontractors and to prevent filing of liens against CityCenter. Parallel to the court litigation, CityCenter management conducted an extra-judicial program for settlement of CityCenter subcontractor claims. CityCenter has resolved the claims of 219 first-tier Perini subcontractors (including the claims of any lower-tier subcontractors that might have claims through those first-tier subcontractors), with only three remaining for further proceedings along with trial of Perini’s claims and CityCenter’s Harmon-related counterclaim and other claims by CityCenter against Perini and its parent guarantor, Tutor Perini. Two of the remaining subcontractors are implicated in the defective work at the Harmon. In August 2013 Perini recorded an amended notice of lien reducing its lien to approximately $167 million.

The CityCenter Owners and the other defendants will continue to vigorously assert and protect their interests in the Perini lawsuit. The Company believes that a loss with respect to Perini’s punitive damages claim is neither probable nor reasonably possible.

Please refer to Note 5 in the accompanying consolidated financial statements for further discussion on the Company’s completion guarantee obligation which may be impacted by the outcome of the above litigation and CityCenter’s extra-judicial settlement process.

Securities and derivative litigation. In 2009 various shareholders filed six lawsuits in Nevada federal and state court against the Company and various of its former and current directors and officers alleging federal securities laws violations and/or related breaches of fiduciary duties in connection with statements allegedly made by the defendants during the period August 2007 through the date of such lawsuit filings in 2009 (the “class period”). In

general, the lawsuits assert the same or similar allegations, including that during the relevant period defendants artificially inflated the Company’s common stock price by knowingly making materially false and misleading statements and omissions to the investing public about the Company’s financial statements and condition, operations, CityCenter, and the intrinsic value of the Company’s common stock; that these alleged misstatements and omissions thereby enabled certain Company insiders to derive personal profit from the sale of Company common stock to the public; that defendants caused plaintiffs and other shareholders to purchase Company common stock at artificially inflated prices; and that defendants imprudently implemented a share repurchase program to the detriment of the Company. The lawsuits seek unspecified compensatory damages, restitution and disgorgement of alleged profits and/or attorneys’ fees and costs in amounts to be proven at trial, as well as injunctive relief related to corporate governance. There have been no significant developments to the lawsuits disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, except as noted below:

In re MGM MIRAGE Derivative Litigation. Mario Guerrero v. James J. Murren, et al. (Case No. 2:09-cv-01815-KJD-RJJ, filed September 14, 2009, U.S. District Court for the District of Nevada); Regina Shamberger v. J. Terrence Lanni, et al. (Case No. 2:09-cv-01817-PMP-GWF, filed September 14, 2009, U.S. District Court for the District of Nevada), filed September 14, 2009. These purported shareholder derivative actions involve the same former and current director and officer defendants as those in the consolidated state court derivative actions, and also name the Company as a nominal defendant. They make factual allegations similar to those alleged in the state court actions, asserting claims of, among other things, breach of fiduciary duty by defendants’ asserted improper financial reporting, insider selling and misappropriation of information; waste of corporate assets; and unjust enrichment. In June 2010, the plaintiffs in these two actions made a joint motion for consolidation and appointment of lead plaintiffs and lead counsel. In March 2011, on stipulation of both plaintiffs and without opposition from the defendants, the two actions were consolidated under the caption In re MGM MIRAGE Derivative Litigation. In March 2011, with the stipulation of all parties, the court ordered that defendants need not respond to the complaints currently on file pending the disposition of the motions to dismiss in In re MGM MIRAGE Securities Litigation, without prejudice to either side’s right to seek to lift the stay at an earlier time. By the terms of the court’s order, the stay expired in November 2013, and in April 2014 the court issued an order that denied plaintiff’s request to extend the stay. In March 2014 plaintiff Regina Shamberger filed a Notice of Voluntary Dismissal by which she withdrew from the action. On June 30, 2014 the federal court granted defendants’ motion to dismiss the Guerrero derivative suit, on the grounds that the Nevada state court orders dismissing the state-based shareholder derivative cases, Charles Kim v. James J. Murren, et al. (Case No. A-09-599937-C, Eighth Judicial District Court, Clark County, Nevada (2009), and Sanjay Israni v. Robert H. Baldwin, et al. (Case No. CV-09-02914, Second Judicial District Court, Washoe County, Nevada (2009); transferred to Case No. A-10-619411-C, Eighth Judicial District Court, Clark County, Nevada (2010), on the basis of demand futility preclude the federal derivative action. The court denied plaintiff’s request to amend the complaint. Plaintiffs have filed a notice of appeal of the federal district court’s dismissal order and judgement to the Ninth Circuit Court of Appeals.

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, 2013. There have been no material changes to those factors for the six months ended June 30, 2014.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

In April 2014, we terminated the May 2008 Stock Repurchase Program. During the quarter ended June 30, 2014, we did not repurchase shares of our common stock prior to termination of the May 2008 Stock Repurchase Program.

Item 6.

Exhibits


10.1		Amended and Restated Deferred Compensation Plan for Non-employee Directors, effective as of June 5, 2014.

10.2		MGM Resorts International Amended and Restated 2005 Ominbus Incentive Plan (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K filed on June 5, 2014).

10.3		Deferred Compensation Plan II, as Amended and Restated, effective January 1, 2008.

10.4		Amendment Number One to the MGM Resorts Deferred Compensation Plan II, dated as of December 3, 2008.

10.5		Amendment Number Two to the MGM Resorts Deferred Compensation Plan II, dated as of December 20, 2010.

10.6		Amendment Number Three to the MGM Resorts Deferred Compensation Plan II, dated as of May 31, 2012.

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		The following information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets at June 30, 2014 (unaudited) and December 31, 2013 (audited); (ii) Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013; (iii) Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2014 and 2013; (iv) Unaudited Consolidated Statements of Cash Flows for the three and six months ended June 30, 2014 and 2013; and (v) Condensed Notes to the Unaudited Consolidated Financial Statements.

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: August 8, 2014	By:	/s/ JAMES J. MURREN
		James J. Murren
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)

Date: August 8, 2014		/s/ DANIEL J. D’ARRIGO
		Daniel J. D’Arrigo
		Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)