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

OR

  ¨ 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:

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

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.

1

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.

2

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.

3

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.

4

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.

5

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.

6

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

7

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	)

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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.

9

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.

10

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.

11

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.

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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.

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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

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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

15

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

16

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.

17

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

18

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

19

	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

20

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

21

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	)

22

	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	)

23

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

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

This management’s discussion and analysis of financial condition and results of operations (“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.

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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.

26

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.”

27

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

28

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%.

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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

30

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.

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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	)

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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

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	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

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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.

35

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,

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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;

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• 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.

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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.

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.

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

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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).

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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.

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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)

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EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED

MGM RESORTS INTERNATIONAL

2012 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

MGM Resorts International (the “Company”) hereby amends and restates this nonqualified deferred compensation plan for members of the Board of Directors of the Company who are not employees or officers of the Company (“Non-Employee Directors”), which is known as the Amended and Restated MGM Resorts International 2012 Deferred Compensation Plan for Non-Employee Directors (the “Plan”). The purpose of the Plan is to enhance the Company’s ability to attract and retain Non-Employee Directors whose training, experience and ability will promote the interests of the Company and to directly align the interests of such Non-Employee Directors with the interests of the Company’s stockholders. The Plan is designed to permit Non-Employee Directors to defer the receipt of all or a portion of the compensation otherwise payable to them for services to the Company as members of the Board.

The Plan was originally effective as of June 12, 2012 (the “Effective Date”). This amendment and restatement is effective as of June 5, 2014. The Plan is intended to be, and shall be administered as, an unfunded plan maintained for the purpose of providing deferred compensation for the Non-Employee Directors and, as such, is not an “employee benefit plan” within the meaning of Title I of ERISA (as defined below).

ARTICLE I

DEFINITIONS

(a) “Administrator” means the administrator that has been appointed by the Board pursuant to Article V of the Plan.

(b) “Board” means the Board of Directors of the Company.

(c) “Cash Fees” shall have the meaning set forth in Section 3.2(b) of the Plan.

(d) “Code” means the Internal Revenue Code of 1986, as amended.

(e) “Committee” means the Compensation Committee of the Board.

(f) “Common Stock” means the common stock, par value $0.01, of the Company.

(g) “Company” means MGM Resorts International.

(h) “Deferred Compensation Accounts” shall have the meaning set forth in Article III of the Plan.

(i) “Deferred Stock Unit” shall have the meaning set forth in Section 3.3 of the Plan.

(j) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(k) “Fees” includes all fee income payable to Non-Employee Directors for their service on the Board, including, but not limited to (i) annual retainer fees (whether paid in equity (including RSUs) or cash) and (iii) compensation that may be payable to such Non-Employee Directors for serving on any of the committees of the Board, as chairperson of any of the committees of the Board or as Lead Director. The term “Fees” does not include travel payments that may be made to such Non-Employee Directors as a result of attending meetings of the Board or payments that constitute reimbursement for expenses incurred by a Non-Employee Director in connection with his or her services to the Board.

(l) “Measurement Fund” shall have the meaning set forth in Section 3.3 of the Plan.

(m) “Participant” means a Non-Employee Director of the Company (and, if applicable, his or her beneficiaries) who has elected to participate in the Plan.

(n) “Plan Year” means the calendar year.

(o) “Restricted Stock Unit” or “RSU” means an award granted to a Participant pursuant to Article 8 of the Company’s Amended and Restated 2005 Omnibus Incentive Plan, as amended from time to time.

(p) “Service End Date” means the first day of the month following the month in which the Participant terminates his or her services as a Non-Employee Director.

(q) “Subsidiary” means any corporation, limited liability company or partnership in which the Company owns, directly or indirectly, more than 50% of the total combined voting power of all classes of stock of such corporation or of the capital interest or profits interest of such partnership.

ARTICLE II

PARTICIPATION REQUIREMENTS

2.1. Eligibility. All Non-Employee Directors are eligible to participate in the Plan. A Non-Employee Director will be deemed a Participant in the Plan if he or she defers all or a portion of the RSUs and/or other Fees to be earned during a Plan Year as provided herein.

2.2. Elections.

(a) General Rules. The election to defer all or a portion of the Participant’s RSUs and/or other Fees for the next Plan Year, as well as the election of the form and timing of any distributions on the Participant’s behalf with respect to the amount deferred during such Plan Year, shall be made by written notice delivered by the Participant to the Company in the manner specified by the Company and not later than the last day immediately preceding such Plan Year. In the case of a Non-Employee Director who first becomes eligible during a Plan Year, such election must be made by written notice not later than thirty (30) days after such Non-Employee Director first becomes eligible to participate in this Plan; provided, however, that with respect to such initial elections, no RSUs and/or other Fees attributable to the period before which the

2

election is made and presented to the Company are eligible for deferral under this Plan. Each such election shall be irrevocable during such Plan Year and thereafter, except as set forth below.

(b) Amendment of Election Form. Each Participant may amend his or her election forms with respect to his or her Deferred Compensation Account balance (i) to change the previously-elected form of distribution in respect of all distributions under the Plan to another distribution form permitted under Section 4.1, or (ii) to change the starting date for commencement of all payments under the Plan to another definitely determinable date, provided, however that such election shall be made in the manner specified by the Company. Notwithstanding the foregoing, to be effective, any election made pursuant to this Section 2.2(b) must satisfy the following conditions: (x) it must be made at least twelve months prior to the date as of which distribution to the Participant in respect of his or her Deferred Compensation Account would otherwise have been made to the Participant and (y) it must defer the commencement date of distribution to the Participant in respect of his or her Deferred Compensation Account for at least five (5) years from the date that would have applied absent such election.

ARTICLE III

DEFERRED COMPENSATION ACCOUNTS

3.1. Establishment of Deferred Compensation Accounts. An account shall be established for each Participant which shall be designated as his or her Deferred Compensation Account. Each Participant’s Deferred Compensation Account may be sub-allocated as a recordkeeping matter and accounting convenience, but the Company shall not be required to segregate any amounts credited to the Deferred Compensation Accounts in any manner or in any form, except in its sole discretion.

3.2. Crediting Deferred Compensation Accounts.

(a) Crediting of RSUs to Deferred Compensation Accounts. Upon the execution of a valid election form pursuant to Section 2.2(a) with respect to the deferral of RSUs, such deferred RSUs shall be credited to the Participant’s Deferred Compensation Accounts as of the date the award would have otherwise vested.

(b) Crediting of Other Fees to Deferred Compensation Accounts. Upon the execution of a valid election form pursuant to Section 2.2(a) with respect to the deferral of Fees other than RSUs attributable to services performed by the Participant in the next Plan Year (such Fees referred to herein as “Cash Fees”), such Fees shall be credited to the Participant’s Deferred Compensation Accounts on the last day of the fiscal quarter to which such Fees relate.

3.3. Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Deferred Compensation Account in accordance with the following rules:

(a) Election of Measurement Funds. Solely with respect to Cash Fees deferred under the Plan, a Participant may elect, on an election form provided by the Committee, one or more Measurement Fund(s) (as described in Section 3.3(c)) to be used to determine the

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additional amounts to be credited or debited to the Participant’s Deferred Compensation Account. A Participant may elect to add or delete one or more available Measurement Fund(s) to be used to determine the additional amounts to be credited or debited to the Participant’s Deferred Compensation Account, or, other than with respect to changes between the Company stock fund and any other Measurement Fund, to change the portion of the Cash Fees deferred under the Participant’s Deferred Compensation Account allocated to each previously or newly elected Measurement Fund. A Participant may elect to make such a change by submitting an election form, whether written or electronic (as determined by the Committee from time to time and in its sole discretion), to the Committee. Any election so made and accepted by the Committee shall apply no later than the third business day following the Committee’s acceptance of the election. Any such election shall continue to apply to Cash Fees deferred under the Participant’s Deferred Compensation Account, unless subsequently changed in accordance with this Section 3.3(a). Once an election has been made to allocate deferred Cash Fees to the Company stock fund, the Participant shall not be permitted to change such election to allocate such Cash Fees to a different Measurement Fund.

(b) Proportionate Allocation. In making any election described in Section 3.3(a), the Participant shall specify on the election form, in increments of one percentage point (1%), the percentage of the Cash Fees deferred under the Participant’s Deferred Compensation Account to be allocated to a Measurement Fund (as if the Participant were making an investment in that Measurement Fund with that portion of the Participant’s Deferred Compensation Account).

(c) Measurement Funds. A Participant may elect one or more measurement funds (the “Measurement Funds”) from among those selected by the Committee for the purpose of crediting or debiting additional amounts to the Participant’s Deferred Compensation Account. Measurement Funds selected by the Committee may include one or more mutual funds, a fixed interest crediting rate formula, a Company stock fund and/or other investment alternatives. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add Measurement Funds. Each such action will take effect as of the first day of the calendar quarter that follows by thirty (30) days or more the day on which the Committee gives Participants advance written notice of such change, unless such advance notice cannot be given due to reasons beyond the control of the Committee, in which case notice of the change shall be given as soon as administratively practical. In selecting the Measurement Funds that are available from time to time, neither the Committee nor the Company shall be liable to any Participant for such selection or adding, deleting or continuing any available Measurement Fund. The Participant shall bear full responsibility for all results associated with the Participant’s selection of Measurement Funds under this Section 3.3, and the Company shall have no responsibility or liability with respect to the Participant’s selection of such Measurement Funds.

(d) Crediting or Debiting Method. The performance of each elected Measurement Fund (either positive or negative) will be reasonably determined by the Committee. The portion of a Participant’s Deferred Compensation Account that relates to Cash Fees deferred under the Plan shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant.

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(e) No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation to the Participant’s Deferred Compensation Account thereof, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Deferred Compensation Account shall not be considered or construed in any manner as an actual investment of the Participant’s Deferred Compensation Account in any such Measurement Fund. In the event that the Company, in its sole discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Deferred Compensation Account shall at all times be a bookkeeping entry only and shall not represent any investment made on the Participant’s behalf by the Company; and the Participant shall at all times remain an unsecured creditor of the Company.

(f) Deferred Stock Units. With respect to the portion of a Participant’s Deferred Compensation Account attributable to deferred RSUs and the portion of a Participant’s Deferred Compensation Account attributable to Cash Fees for which the Measurement Fund selected is the Company stock fund, such amounts will be deemed invested in deferred stock units that are intended to mirror the performance of shares of Common Stock, with each deferred stock unit the equivalent of one share of Common Stock (“Deferred Stock Units”). Such amounts will be credited under the Plan as if the Participant had actually purchased shares of Common Stock on the date of such deferral. If dividends on the Common Stock are declared while a Participant holds Deferred Stock Units in his or her Deferred Compensation Account, additional Deferred Stock Units will be credited to such Deferred Compensation Account in the following manner. First, a notional value equal to the cash value of dividends that would be paid upon the same number of whole shares of Common Stock as the Participant has Deferred Stock Units in his or her Deferred Compensation Account on the dividend crediting date (e.g., the date such dividend is payable) will be calculated. Second, such notional value will be deemed to be allocated to the Participant’s Deferred Compensation Account and credited to a corresponding number of Deferred Stock Units to such Deferred Compensation Account (in whole or fractional units) as of the same date, as soon as administratively practicable. For the avoidance of doubt, deferred RSUs must always be hypothetically invested in Deferred Stock Units, however, although Cash Fees deferred under the Plan may be hypothetically invested in any of the Measurement Funds, including Deferred Stock Units, once invested in Deferred Stock Units, deferred Cash Fees may not be transferred to any other Measurement Funds.

(g) Valuation of Deferred Compensation Account. With respect to any distribution for a Participant’s Deferred Compensation Account as provided for in Article IV of the Plan, the aggregate value of any such distribution shall be valued as of the date of distribution.

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ARTICLE IV

DISTRIBUTIONS FROM THE PLAN

4.1. Timing and Form of Distribution. The Company shall pay to the Participant (or, in the event of the Participant’s death, to the Participant’s designated beneficiary) a sum, equal to the amount then standing to his or her credit in his or her Deferred Compensation Account (plus earnings or losses as provided for under Section 3.3 herein), in the following manner:

(a) Lump Sum or Installment Payments. Payments shall be made in a lump sum, or in installments (to the extent made available by the Administrator), as elected by the Participant in his or her deferral election form, to begin within 90 days following the Participant’s Service End Date. In the event an installment option is chosen, such installments shall be as nearly equal as practicable and shall continue even if the Participant again serves on the Board. The form of distribution for that portion of a Participant’s Deferred Compensation Account deemed invested in Deferred Stock Units shall be Common Stock. The form of distribution for that portion of a Participant’s Deferred Compensation Account deemed invested in Measurement Fund(s) other than Deferred Stock Units shall be cash.

(b) Small Account Balances – Lump Sum Payout. Notwithstanding the foregoing, in the event the amount scheduled for distribution on or following the Participant’s Service End Date in installments (rather than lump sum) is ten thousand dollars ($10,000) or less at the time distributions would commence by reason of the application of this Section 4.1(a), payment of such portion of Participant’s Deferred Compensation Account balance shall be made in a single lump sum within 90 days of the date such distribution would otherwise have commenced, notwithstanding the form of benefit payment elected by the Participant.

(c) Normal Form of Benefits. In the event no election is made pursuant to this Article IV, payments shall be made in lump sum within 90 days following the Participant’s Service End Date.

(d) Death of Participant. Notwithstanding the above, if the Participant dies (either before payments commence from the Plan or while such payments are being made), the balance of the Participant’s Deferred Compensation Account shall immediately become due and payable in one lump sum to the Participant’s beneficiary or, if no beneficiary is designated or then living, to the Participant’s estate within 90 days of the date of the Participant’s death.

ARTICLE V

ADMINISTRATION OF THE PLAN

5.1. Administration of the Plan. The Board shall appoint an Administrator to administer the Plan, which shall be comprised of one or more executive officers of the Company. The Administrator shall maintain such procedures and records as will enable the Administrator to determine the Participants and their beneficiaries who are entitled to receive benefits under the Plan and the amounts thereof.

5.2. General Powers of Administration. The Committee shall have the exclusive right, power, and authority to interpret, in its sole discretion, any and all of the provisions of the Plan; and to consider and decide conclusively any questions (whether of fact or otherwise) arising in

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connection with the administration of the Plan or any claim for benefits arising under the Plan. Any decision or action of the Committee or the Administrator shall be conclusive and binding on the Company and the Participants. The Plan is designed to comply with the applicable requirements of Section 409A of the Code and the regulations promulgated thereunder, and shall be administered and construed to the maximum extent possible consistent with the requirements of such Section and such regulations.

ARTICLE VI

AMENDMENT AND TERMINATION

6.1. Amendment of the Plan. The Committee shall have the authority to adopt minor amendments to the Plan without prior approval by the Board that:

(a) are necessary or advisable for purposes of complying with applicable laws and regulations;

(b) relate to administrative practices under the Plan (including, but not limited to, the establishment of any procedures or processes or accounts related to the distribution of Common Stock or other amounts under the Plan); or

(c) have an insubstantial financial effect on the Plan.

The Board shall have the authority to adopt any other amendments to the Plan not encompassed under the terms of the preceding sentence. Any such amendments must be made by written instrument, and notice of such amendments shall be provided as soon as practicable to Participants after their adoption.

6.2. Limitations on Amendment or Termination of the Plan. The Company reserves the right to amend or terminate the Plan in any respect and at any time, without the consent of Participants or beneficiaries; provided, however, that the following conditions with respect to such amendment or termination must be satisfied in order for such amendment or termination to be binding and in effect:

(a) Such amendment or termination must be made pursuant to a written resolution of the Committee which is approved thereafter by the Board; and

(b) Such amendment or termination resolution may not adversely affect the rights of any Participant or beneficiary to receive benefits earned and accrued under the Plan prior to such amendment or termination; provided, however, that the following shall not be deemed to violate this provision:

(i) any acceleration of payments of amounts accrued under the Plan by action of the Committee or by operation of the Plan’s terms; or

(ii) any decision by the Committee to limit participation (or other features of the Plan) prospectively under the Plan.

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ARTICLE VII

GENERAL PROVISIONS

7.1. Common Stock Issued Under the Plan. Any shares of Common Stock that are distributed under the Plan in accordance with Article IV shall be funded from the share pool available under the Company’s 2005 Omnibus Incentive Plan, as amended from time to time or any other equity incentive plan of the Company. No shares shall be separately issuable under the Plan.

7.2. Participant’s Rights Unsecured and Unfunded. This Plan is an unfunded plan maintained primarily to provide deferred compensation benefits for Non-Employee Directors, and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, no assets of the Company shall be segregated or earmarked to represent the liability for accrued benefits under the Plan. Amounts referenced in Participant account statements are only recordkeeping devices reflecting such liability for accrued benefits, and do not reflect any actual amounts credited. The right of a Participant (or his or her Beneficiary) to receive a payment hereunder shall be an unsecured claim against the general assets of the Company or any successor to the Company. All payments under the Plan shall be made from the general funds of the Company or any successor. The Company is not required to set aside money or any other property to fund its obligations under the Plan, and all amounts that may be set aside by the Company prior to the distribution of account balances under the terms of the Plan remain the property of the Company (or, if applicable, any successor). Notwithstanding the foregoing, nothing in this Section 7.2 shall preclude the Company, in its sole discretion, from establishing a “rabbi trust” or other vehicle in connection with the operation of this Plan, provided that no such action shall cause the Plan to fail to be an unfunded plan designed to provide deferred compensation benefits for Non-Employee Directors within the meaning of Title I of ERISA.

7.3. No Guarantee of Benefits. Nothing contained in the Plan shall constitute a guaranty by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefit hereunder.

7.4. No Creation of Employee Rights; Plan is Not A Contract of Employment. Participation in the Plan shall not be construed to give or deem any Participant to be an employee of the Company. This Plan shall not constitute a contract of employment between the Company and any Participant.

7.5. Non-Alienation Provision. No interest of any person or entity in, or right to receive a benefit or distribution under, the Plan shall be subject in any manner to sale, transfer, anticipation, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind; nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

7.6. Applicable Law; Severability. The Plan shall be construed and administered under the laws of the State of Delaware, except to the extent that such laws are preempted by ERISA, if applicable. In the event any provision of this Plan shall be determined to be illegal or invalid for

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any reason, the remaining portion(s) shall continue in full force and effect as if such illegal or invalid provision had never been included herein.

7.7. No Impact on Other Benefits. Amounts accrued under the Plan shall not be included in a Participant’s compensation for purposes of calculating benefits under any other plan, program or arrangement sponsored by the Company.

7.8. Incapacity of Recipient. If a Participant or other beneficiary entitled to a distribution under the Plan is living under guardianship or conservatorship, distributions payable under the terms of the Plan to such Participant or beneficiary shall be paid to his or her appointed guardian or conservator and such payment shall be a complete discharge of any liability of the Company under the Plan.

7.9. Usage of Terms and Headings. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings are included for ease of reference only, and are not to be construed to alter the terms of the Plan.

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EX-10.3

EXHIBIT 10.3

Deferred Compensation Plan II

Master Plan Document

As Amended and Restated

Effective January 1, 2008

Deferred Compensation Plan II

Master Plan Document

TABLE OF CONTENTS

		Page
PURPOSE			5
ARTICLE 1 Definitions			5
ARTICLE 2 Selection, Enrollment, Eligibility			11
2.1	Selection by Committee		11
2.2	Enrollment Requirements		11
2.3	Eligibility; Commencement of Participation		11
2.4	Termination of Participation and/or Deferrals		12
ARTICLE 3 Deferral Commitments/Company Contribution/Company Matching/Crediting/Taxes			12
3.1	Minimum Deferrals		12
3.2	Maximum Deferrals		12
3.3	Election to Defer; Effect of Election Form		12
3.4	Withholding of Annual Deferral Amounts		13
3.5	Transfer Account		13
3.6	Annual Company Matching Amount		13
3.7	Vesting		14
3.8	Crediting/Debiting of Account Balances		15
3.9	FICA and Other Taxes		16
ARTICLE 4 Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election			17
4.1	Short-Term Payout		17
4.2	Other Benefits Take Precedence Over Short-Term		17
4.3	Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies		18
ARTICLE 5 Retirement Benefit			18
5.1	Retirement Benefit		18
5.2	Payment of Retirement Benefit		18
5.3	Death Prior to Completion of Retirement Benefit		18
ARTICLE 6 Pre-Retirement Survivor Benefit			19
6.1	Pre-Retirement Survivor Benefit		19
6.2	Payment of Pre-Retirement Survivor Benefit		19
ARTICLE 7 Termination Benefit			19
7.1	Termination Benefit		19
7.2	Payment of Termination Benefit		19
7.3	Death Prior to Completion of Termination Benefit		20
ARTICLE 8 Disability Benefit			20
8.1	Disability Benefit		20
ARTICLE 9 Beneficiary Designation			20
9.1	Beneficiary		20
9.2	Beneficiary Designation; Change; Spousal Consent		20
9.3	Acknowledgment		21

Deferred Compensation Plan II

Master Plan Document

9.4	No Beneficiary Designation	21
9.5	Doubt as to Beneficiary	21
9.6	Discharge of Obligations	21
ARTICLE 10 Leave of Absence		21
10.1	Leaves of Absence	21
ARTICLE 11 Termination, Amendment or Modification		22
11.1	Termination	22
11.2	Amendment	22
11.3	Plan Agreement	22
11.4	Effect of Payment; Non-Discretionary Cashout	22
ARTICLE 12 Administration		22
12.1	Committee Duties	22
12.2	Agents	23
12.3	Binding Effect of Decisions	23
12.4	Indemnity of Committee	23
12.5	Employer Information	23
ARTICLE 13 Other Benefits and Agreements		23
13.1	Coordination with Other Benefits	23
ARTICLE 14 Claims Procedures		24
14.1	Presentation of Claim	24
14.2	Notification of Decision	24
14.3	Review of a Denied Claim	24
14.4	Decision on Review	25
14.5	Legal Action	25
ARTICLE 15 Trust		25
15.1	Establishment of the Trust	25
15.2	Interrelationship of the Plan and the Trust	25
15.3	Distributions from the Trust	26
15.4	Investment of Trust Assets	26
15.5	No Claim on Trust Assets	26
ARTICLE 16 Miscellaneous		26
16.1	Status of Plan	26
16.2	Unsecured General Creditor	26
16.3	Employer’s Liability	26
16.4	Nonassignability	26
16.5	Not a Contract of Employment	27
16.6	Furnishing Information	27
16.7	Terms	27
16.8	Captions	27
16.9	Governing Law	27
16.10	Notice	27
16.11	Successors	28
16.12	Spouse’s Interest	28
16.13	Validity	28

Deferred Compensation Plan II

Master Plan Document

16.14	Incompetent	28
16.15	Court Order	28
16.16	Distribution in the Event of Taxation	29
16.17	Legal Fees To Enforce Rights After Change in Control	29
16.18	Unvested Account Balances Under Prior Plan	29

Deferred Compensation Plan II

Master Plan Document

MGM MIRAGE

DEFERRED COMPENSATION PLAN II

As Amended and Restated

Effective January 1, 2008

Purpose

The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated Employees who contribute materially to the continued growth, development and future business success of MGM MIRAGE, a Delaware corporation, and its subsidiaries that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

ARTICLE 1

Definitions

For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 “Account Balance” shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) the Company Contribution Account balance, (iii) the Company Matching Account balance and (iv) the Transfer Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or the Participant’s designated Beneficiary, pursuant to this Plan.

1.2 “Annual Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.9.

1.3 “Annual Company Matching Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.6.

1.4 “Annual Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary and Bonus that a Participant elects to have, and is, deferred in accordance with Article 3, for any one Plan Year. In the event of a Participant’s Retirement, Disability, death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.5 “Base Annual Salary” shall mean the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards and other fees, automobile and other allowances paid to a Participant for employment

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Deferred Compensation Plan II

Master Plan Document

services rendered (whether or not such allowances are included in the Employee’s gross income). Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee.

1.6 “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant or the death of a predecessor Beneficiary receiving benefits under the Plan.

1.7 “Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.8 “Board” shall mean the board of directors of the Company.

1.9 “Bonus” shall mean any cash compensation, other than Base Salary, earned by a Participant for services rendered during a Plan Year, under any Employer’s bonus or cash incentive plans or policies (whether written or oral).

1.10 “Change in Control” shall mean the first to occur of any of the following events:

(a) Any “person” or “group” of persons (as such terms are used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), other than Tracinda Corporation, Kirk Kerkorian, members of the immediate family of Kirk Kerkorian, the heirs and legatees of Kirk Kerkorian and trusts or other entities for the benefit of such persons or affiliates of such persons (as such term “affiliates” is defined in the rules promulgated by the Securities and Exchange Commission), becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of fifty percent (50%) or more of the Company’s capital stock entitled to vote generally in the election of directors. (For the avoidance of doubt, as of the date of the adoption of this Plan, Tracinda Corporation and its sole shareholder, Kirk Kerkorian, are the beneficial owners of in excess of fifty percent (50%) of the Company’s capital stock);

(b) At any time, individuals who, at the date of the adoption of this Plan, constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c), (d) or (e) of this Section 1.10) whose election by the Board or nomination for election by the Company’s shareholders was approved by a majority vote of either (1) the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, or (2) the members of the Company’s Executive

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Deferred Compensation Plan II

Master Plan Document

Committee then still in office who either were members at the beginning of the period or whose election or nomination for election to the Executive Committee was previously so approved by the directors or the Executive Committee, cease for any reason to constitute at least a majority of the Board;

(c) Any consolidation or merger of the Company, other than a consolidation or merger of the Company in which the holders of the common stock of the Company immediately prior to the consolidation or merger hold more than fifty percent (50%) of the common stock of the surviving corporation immediately after the consolidation or merger;

(d) Any liquidation or dissolution of the Company; or

(e) The sale or transfer of all or substantially all of the assets of the Company to parties that are not within a “controlled group of corporations” (as defined in Code Section 1563) in which the Company is a member.

1.11 “Claimant” shall have the meaning set forth in Section 14.1.

1.12 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.13 “Committee” shall mean the committee described in Article 12.

1.14 “Company” shall mean MGM MIRAGE, a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

1.15 “Company Contribution Account” shall mean the sum of (a) and (b) less the sum of (c) and (d):

(a) All of the Participant’s Annual Company Contribution Amounts.

(b) Amounts credited or debited in accordance with all applicable crediting provisions of this Plan that relate to the Participant’s Company Contribution Account.

(c) Any forfeitures under Section 3.7.

(d) All distributions made to the Participant or the Participant’s Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.

1.16 “Company Matching Account” shall mean the sum of (a) and (b) less the sum of (c) and (d):

(a) All of the Participant’s Annual Company Matching Amounts.

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Deferred Compensation Plan II

Master Plan Document

(b) Amounts credited or debited in accordance with all applicable crediting provisions of this Plan that relate to the Participant’s Company Matching Account.

(c) Any forfeitures under Section 3.7.

(d) All distributions made to the Participant or the Participant’s Beneficiary pursuant to this Plan that relate to the Participant’s Company Matching Account.

1.17 “Deduction Limitation” shall mean the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to all distributions that are “subject to the Deduction Limitation” under this Plan. If an Employer determines in good faith prior to a Change in Control that there is a reasonable likelihood that any compensation paid to a Participant for a taxable year of the Employer would not be deductible by the Employer solely by reason of the limitation under Code Section 162(m), then to the extent deemed necessary by the Employer to ensure that the entire amount of any distribution to the Participant pursuant to this Plan prior to the Change in Control is deductible, the Employer may defer all or any portion of a distribution under this Plan. Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional amounts in accordance with Section 3.8, even if such amount is being paid out in installments. The amounts so deferred and amounts credited thereon shall be distributed to the Participant or the Participant’s Beneficiary (in the event of the Participant’s death) at the earliest possible date, as determined by the Employer in good faith, on which the deductibility of compensation paid or payable to the Participant for the taxable year of the Employer during which the distribution is made will not be limited by Section 162(m). Notwithstanding the foregoing, the Committee shall interpret this Section in a manner that is consistent with Code Section 409A and the regulations thereunder, including without limitation guidance issued in connection with that Section.

1.18 “Deferral Account” shall mean the sum of (a) and (b) less (c):

(a) The sum of all of a Participant’s Annual Deferral Amounts.

(b) Amounts credited or debited in accordance with all applicable crediting provisions of this Plan that relate to the Participant’s Deferral Account.

(c) All distributions made to the Participant or the Participant’s Beneficiary pursuant to this Plan that relate to the Participant’s Deferral Account.

1.19 “Disability” shall mean that a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as certified by a licensed physician, or (ii) is receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s Employer by reason of any medically determinable physical or mental

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Deferred Compensation Plan II

Master Plan Document

impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as certified by a licensed physician in each case.

1.20 “Disability Benefit” shall mean the benefit set forth in Article 8.

1.21 “Election Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.22 “Employee” shall mean a person who is an employee of any Employer.

1.23 “Employer(s)” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

1.24 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.25 “401(k) Savings Plan” shall mean the MGM MIRAGE 401(k) Savings Plan, as amended from time to time.

1.26 “Participant” shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Plan Agreement, an Election Form and a Beneficiary Designation Form, (iv) whose signed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose Plan Agreement has not terminated. A spouse or former spouse of a Participant, as such, shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if the Participant has an interest in the Participant’s benefits under the Plan in accordance with Article 5 or 6 of the Plan, or as a result of applicable law or property settlements resulting from legal separation or divorce.

1.27 “Plan” shall mean the Company’s Deferred Compensation Plan II, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.28 “Plan Agreement” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.

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Deferred Compensation Plan II

Master Plan Document

1.29 “Plan Year” shall mean January 1 of each calendar year, beginning on or after January 1, 2005, and continuing through December 31 of such calendar year.

1.30 “Pre-Retirement Survivor Benefit” shall mean the benefit set forth in Article 6.

1.31 “Quarterly Installment Method” shall mean quarterly installment payments over the number of quarters selected by the Participant in accordance with this Plan, calculated as follows: the vested Account Balance of the Participant shall be calculated as of the close of business on the last business day of the calendar quarter in which the Participant becomes entitled to a quarterly installment payment under this Plan. The quarterly installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of quarterly payments due the Participant. By way of example, if the Participant elects 40 quarters, the first payment shall be 1/40 of the vested Account Balance, calculated as described in this definition. For the following calendar quarter, the payment shall be 1/39 of the vested Account Balance, calculated as described in this definition. Continuing Payments pursuant to the Quarterly Installment Method shall be made no later than 60 days following the last business day of the applicable calendar quarter for which the installment payment is made.

1.32 “Retirement”, “Retire(s)” or “Retired” shall mean separation from service (as defined in accordance with Section 409A and the regulations issued thereunder) from all Employers for any reason other than an authorized leave of absence, death or Disability on or after the earlier of the attainment of (a) age sixty-five (65) or (b) age fifty-five (55) with ten (10) Years of Service.

1.33 “Retirement Benefit” shall mean the benefit set forth in Article 5. 1.34 “Short-Term Payout” shall mean the payout set forth in Section 4.1. 1.35 “Termination Benefit” shall mean the benefit set forth in Article 7.

1.34 “Termination of Employment” shall mean separation from service (as defined in accordance with Section 409A and the regulations issued thereunder) from all Employers, voluntarily or involuntarily, for any reason other than Retirement, Disability or death.

1.35 “Transfer Account” shall mean the sum of (a) and (b) less (c):

(a) The amount credited to this Plan pursuant to Section 3.5.

(b) Amounts credited or debited in accordance with all applicable crediting provisions of this Plan that relate to the Participant’s Transfer Account.

(c) All distributions made to the Participant or the Participant’s Beneficiary pursuant to this Plan that relate to the Participant’s Transfer Account.

1.36 “Trust” shall mean one or more trusts established in accordance with Section 15.1.

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1.37 “Unforeseeable Financial Emergency” shall mean severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, as determined in the sole discretion of the Committee consistent with Code Section 409A.

1.38 “Years of Service” shall mean the total number of full years of employment in which a Participant has been employed by one or more Employers. For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. Any partial year of employment shall not be counted.

1.39 “Year of Vesting Service” shall mean a full year of employment in which a Participant has been employed by one or more Employers. For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year).

ARTICLE 2

Selection, Enrollment, Eligibility

2.1 Selection by Committee. Participation in the Plan shall be limited to a select group of management and highly compensated Employees, as determined by the Committee in its sole discretion. From that group, the Committee shall select, in its sole discretion, Employees to participate in the Plan, who upon selection become eligible to participate in the Plan. Notwithstanding the foregoing, an Employee cannot be selected to be a participant in the Plan until the Employee has been employed with an Employer for at least 90 days.

2.2 Enrollment Requirements. As a condition to participation, each selected Employee shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, all within 30 days after the Employee becomes eligible to participate in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3 Eligibility; Commencement of Participation. Subject to the next sentence, an Employee shall commence participation in the Plan as of the first day of the calendar quarter following the calendar quarter in which the Committee selects that Employee to participate in the Plan in accordance with Section 2.1 (the “First Day of the Quarter”). However, if the Employee fails to meet the requirements of Section 2.2, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents. If an Employee meets the requirements of Section 2.2 within the time period prescribed within that Section, but the Employee’s enrollment materials are not received by the Company until after the First Day of the Quarter, the Employee shall

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commence participation as of the first payroll period that follows the Company’s receipt of the Employee’s enrollment materials.

2.4 Termination of Participation and/or Deferrals. If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right, in its sole discretion, to prevent the Participant from making future deferral elections.

ARTICLE 3

Deferral Commitments/Company Contribution/Company Matching/Crediting/Taxes

3.1 Minimum Deferrals. For each Plan Year, a Participant may elect to defer, as the Participant’s Annual Deferral Amount, Base Annual Salary and/or Bonus in the following minimum percentages for each deferral elected:

Deferral	Minimum Amount
Base Annual Salary		2.5	%
Bonus		2.5	%

If an election is made for less than the stated minimum amounts, or if no election is made, the amount deferred shall be zero.

3.2 Maximum Deferrals. For each Plan Year, a Participant may elect to defer, as the Participant’s Annual Deferral Amount, Base Annual Salary and/or Bonus up to the following maximum percentages for each deferral elected:

Deferral	Maximum Amount
Base Annual Salary		50	%
Bonus		75	%

Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount, with respect to Base Annual Salary and Bonus, shall be limited to the amount of such compensation earned by the Participant after the Participant commences participation in the Plan in accordance with Section 2.3 above.

3.3 Election to Defer; Effect of Election Form.

(a) First Plan Year. In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Committee (in accordance with Section 2.2) and accepted by the Committee.

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(b) Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made (or such earlier time as the Committee may establish, in its sole discretion), a new Election Form. If no such Election Form is timely delivered for a Plan Year, the Annual Deferral Amount shall be zero for that Plan Year.

(c) Performance-Based Compensation. Notwithstanding the foregoing, the Committee may, in its sole discretion, determine that an irrevocable deferral election pertaining to performance-based compensation may be made by timely delivering a new Election Form to the Committee, in accordance with its rules and procedures, no later than six (6) months before the end of the performance service period. “Performance-based compensation” shall be compensation based on services performed over a period of at least twelve (12) months, in accordance with Code Section 409A and related guidance.

3.4 Withholding of Annual Deferral Amounts. For each Plan Year, the Base Annual Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Annual Salary payroll in the percentage elected by the Participant. The Bonus portion of the Annual Deferral Amount shall be withheld at the time the Bonus is paid to the Participant.

3.5 Transfer Account. If at the time of a Participant’s commencement of Participation in this Plan, the Participant had an “Account” under that certain MGM Grand Hotel, Inc. Nonqualified Deferred Retirement Plan, restated effective January 1, 1999 (the “NDRP”), and that balance was not previously transferred to the MGM MIRAGE Deferred Compensation Plan, effective January 1, 2000 (“Prior DCP”), the Participant’s balance in that Account shall automatically be transferred to this Plan and shall be credited to the Participant’s Transfer Account as of the first day of the Participant’s participation in this Plan. Upon such transfer, this Plan, rather than the NDRP, shall govern the amount so transferred. Notwithstanding the foregoing, the Committee shall interpret this Section in a manner that is consistent with Code Section 409A and the regulations thereunder, including without limitation guidance issued in connection with that Section.

3.6 Annual Company Matching Amount. To be eligible for an Annual Company Matching Amount for a Plan Year, a Participant must elect to defer for that Plan Year at least the minimum Base Annual Salary or Bonus set forth in Section 3.1 above. Subject to making such election, a Participant’s Annual Company Matching Amount for any Plan Year shall be equal to 100% of the sum of (i) the Participant’s Annual Deferral Amount for such Plan Year and (ii) the Participant’s deferrals under the 401(k) Savings Plan for such Plan Year, up to a combined amount that does not exceed 4% of the Participant’s annual base salary earned at the end of the Plan Year, as determined by the Committee in its sole discretion, reduced by the amount of any matching contributions made to the 401(k) Savings Plan on the Participant’s behalf for the plan year of the 401(k) Savings Plan that corresponds to the Plan Year. For purposes of this Section

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3.6, with respect to such Employees as are determined by the Committee in its discretion, “Base Annual Salary” shall include cash amounts, or other amounts, paid to an Employee by a joint venture partner of the Employer, other business partner or other organization, in all cases as determined by the Committee in its discretion. This amount shall be credited to the Participant’s Company Matching Account as soon as is administratively practical after the end of the Plan Year to which the Annual Company Matching Amount relates. If a Participant is not employed by an Employer as of the last day of a Plan Year other than by reason of the Participant’s Retirement, Disability or death, the Annual Company Matching Amount for such Plan Year shall be zero. In the event of Retirement, Disability or death, a Participant shall be credited with the Annual Company Matching Amount for the Plan Year in which the Participant Retires, suffers a Disability or dies as soon as is administratively practical after the time of the Participant’s Retirement, Disability or death. Notwithstanding anything herein to the contrary, the Annual Company Matching Amount shall also continue to be credited, and the Participant shall continue to vest in his Annual Company Matching Amount, pursuant to Section 3.7 of the Plan, to the extent required under any Participant’s employment agreement with the Employer(s), provided such employment agreement is dated prior to October 1, 2007.

3.7 Vesting.

(a) A Participant shall at all times be 100% vested in the Participant’s Deferral Account and Transfer Account.

(b) A Participant shall vest in 33 1/3% of each Annual Company Matching Amount, plus earnings thereon, at the end of each 3 consecutive Plan Years, starting with the Plan Year to which the match relates, provided that the Participant is continuously employed with an Employer at the end of each such Plan Year. If not so continuously employed, the Participant shall vest, if at all, to the extent that the Participant was so employed at the end of the applicable Plan Year.

(c) Notwithstanding anything to the contrary contained in this Section 3.7, in the event of a Change in Control or a Participant’s death, Disability or Retirement, a Participant’s Company Contribution Account and Company Matching Account shall immediately become 100% vested (if it is not already vested in accordance with the above vesting schedules).

(d) Notwithstanding subsection (c), the vesting schedule for a Participant’s Company Contribution Account and Company Matching Account shall not be accelerated to the extent that the Committee determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event that all of a Participant’s Company Contribution Account and/or Company Matching Account are not vested pursuant to such a determination, the Participant may request independent verification of the Committee’s calculations with respect to the application of Section 280G. In such case, the Committee must provide to the Participant within 15 business days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the “Accounting Firm”). The opinion shall state the Accounting Firm’s opinion that any limitation on the vested percentage hereunder

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is necessary to avoid the limits of Section 280G and contain supporting calculations. The reasonable cost of such opinion shall be paid for by the Company.

(e) Any amount not vested under this Section 3.7 when a Participant first becomes entitled to the payment of a benefit under this Plan shall be forfeited and debited against the applicable Account Balance.

3.8 Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:

(a) Election of Measurement Funds. A Participant, in connection with the Participant’s initial deferral election in accordance with Section 3.3(a), shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.8(c)) to be used to determine the additional amounts to be credited or debited to the Participant’s Account Balance. A Participant may (but is not required to) elect to add or delete one or more available Measurement Fund(s) to be used to determine the additional amounts to be credited or debited to the Participant’s Account Balance, or to change the portion of the Participant’s Account Balance allocated to each previously or newly elected Measurement Fund. A Participant may elect to make such a change by submitting an Election Form, whether written or electronic (as determined by the Committee from time to time and in its sole discretion), to the Committee. Any election so made and accepted by the Committee shall apply no later than the third business day following the Committee’s acceptance of the election. Any such election shall continue to apply, unless subsequently changed in accordance with this Section 3.3(a).

(b) Proportionate Allocation. In making any election described in Section 3.8(a), the Participant shall specify on the Election Form, in increments of one percentage point (1%), the percentage of the Participant’s Account Balance to be allocated to a Measurement Fund (as if the Participant were making an investment in that Measurement Fund with that portion of the Participant’s Account Balance).

(c) Measurement Funds. A Participant may elect one or more measurement funds (the “Measurement Funds”) from among those selected by the Committee for the purpose of crediting or debiting additional amounts to the Participant’s Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add Measurement Funds. Each such action will take effect as of the first day of the calendar quarter that follows by thirty (30) days or more the day on which the Committee gives Participants advance written notice of such change. In selecting the Measurement Funds that are available from time to time, neither the Committee nor any Employer shall be liable to any Participant for such selection or adding, deleting or continuing any available Measurement Fund.

(d) Crediting or Debiting Method. The performance of each elected Measurement Fund (either positive or negative) will be reasonably determined by the Committee. A

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Participant’s Account Balance shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant.

(e) No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation to the Participant’s Account Balance thereof, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of the Participant’s Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its sole discretion, decides to invest funds in any or all of the Measurement Funds, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on the Participant’s behalf by the Company or the Trust; and the Participant shall at all times remain an unsecured creditor of the Company.

(f) Employer Discretion. Notwithstanding the foregoing provisions of this Section 3.8, the Committee shall retain the overriding discretion regarding the Participant’s designation of Measurement Funds under this Section 3.8. If a Participant fails to designate any Measurement Fund under this Section 3.8, the Participant shall be deemed to have elected the money market fund, or such other fund as determined from time to time by the Committee in its sole discretion.

(g) Selection Results. The Participant shall bear full responsibility for all results associated with the Participant’s selection of Measurement Funds under this Section 3.8, and the Employers shall have no responsibility or liability with respect to the Participant’s selection of such Measurement Funds.

3.9 FICA and Other Taxes.

(a) Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Annual Salary and Bonus that is not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.9.

(b) Company Contribution Amounts and Company Matching Amounts. When a Participant becomes vested in any Annual Company Contribution Amount and/or Annual Company Matching Amount, plus earnings thereon, the Participant’s Employer(s) shall withhold from the Participant’s Base Annual Salary and/or Bonus that is not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes. If necessary, the Committee may reduce the vested portion of the Participant’s Company

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Contribution Account and/or Company Matching Account in order to comply with this Section 3.9.

(c) Distributions. The Participant’s Employer(s), or the Trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the Trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in good faith in the sole discretion of the Employer(s) and the Trustee of the Trust.

ARTICLE 4

Short-Term Payout; Unforeseeable Financial Emergencies;

Withdrawal Election

4.1 Short-Term Payout. In connection with each election to defer an Annual Deferral Amount, a Participant may irrevocably elect to receive a future “Short-Term Payout” from the Plan with respect to such Annual Deferral Amount. Subject to the Deduction Limitation, the Short-Term Payout shall be a lump sum payment in an amount that is equal to the Annual Deferral Amount plus amounts credited or debited in the manner provided in Section 3.8 above on that amount, determined at the time that the Short-Term Payout becomes payable. Subject to the Deduction Limitation and the other terms and conditions of this Plan, each Short-Term Payout elected shall be paid out during a 60 day period commencing immediately after the last day of any Plan Year designated by the Participant that is at least five Plan Years after the Plan Year in which the Annual Deferral Amount is actually deferred. By way of example, if a five-year Short-Term Payout is elected for Annual Deferral Amounts that are deferred in the Plan Year commencing January 1, 2005, the five-year Short-Term Payout would become payable during a 60 day period commencing January 1, 2011.

A Participant may make a one time election to postpone a Short-Term Payout described above, and have such amount paid out during a sixty (60) day period commencing immediately after an allowable alternative distribution date designated by the Participant in accordance with the following rules. To make this one time election, the Participant must submit a new Election Form to the Committee in accordance with the following criteria: (i) the Election Form is submitted at least 1 year prior to the schedule distribution date of the Short-Term Payout, (ii) the election cannot take effect until at least 12 months after the date on which the election is made, (iii), the first payment with respect to which such election is made must be deferred for a period of 5 years from the date such payment would otherwise have been made, (iv) the election cannot accelerate the payment of such benefit and (v) the election is accepted by the Committee in its sole discretion.

4.2 Other Benefits Take Precedence Over Short-Term. Should an event occur that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral Amount, plus amounts credited or debited thereon, that is subject to a Short-Term Payout election under Section 4.1 shall not be paid in accordance with Section 4.1 but shall be paid in accordance with the other applicable Article. Notwithstanding the foregoing, the Committee shall interpret this Section in a manner

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that is consistent with Code Section 409A and the regulations thereunder, including without limitation guidance issued in connection with that Section.

4.3 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If the Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the Committee to (i) suspend any deferrals required to be made by a Participant during the remaining portion of the Plan Year and/or (ii) receive a partial or full payout from the Plan. The payout shall not exceed the lesser of the Participant’s vested Account Balance, calculated as if such Participant were receiving a Termination Benefit, or the amount necessary to satisfy the Unforeseeable Financial Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). . If, in the sole discretion of the Committee, the petition for a suspension and/or payout is approved, suspension shall take effect upon the date of approval and any payout shall be made within 60 days of the date of approval. The payment of any amount under this Section 4.3 shall be subject to the Deduction Limitation.

ARTICLE 5

Retirement Benefit

5.1 Retirement Benefit. Subject to the Deduction Limitation, a Participant who Retires shall receive, as a Retirement Benefit, the Participant’s vested Account Balance.

5.2 Payment of Retirement Benefit. In connection with the Participant’s commencement of participation in the Plan, a Participant will elect on an Election Form to receive the Retirement Benefit within sixty (60) days following the six month anniversary of the Participant’s Retirement, in a lump sum or in installments of up to 60 quarters pursuant to the Quarterly Installment Method. The Participant may change the Participant’s election once to an allowable alternative payout period by submitting a new Election Form to the Committee, provided that (i) the election cannot take effect until at least 12 months after the date on which the election is made, (ii) the payment with respect to which such election is made must be deferred for a period of 5 years from the date such payment would otherwise have been made under the previous election, (iii) the election cannot accelerate the payment of such benefit and (iv) the election is accepted by the Committee in its sole discretion. Subject to the prior sentence, the Election Form most recently accepted by the Committee shall govern the payout of the Retirement Benefit. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such benefit shall be payable in a lump sum. The lump sum payment shall be made, or installment payments shall commence, no earlier than six months after the Participant’s Retirement and no later than 60 days after that six month anniversary. Any payment made shall be subject to the Deduction Limitation.

5.3 Death Prior to Completion of Retirement Benefit. If a Participant dies after Retirement but before the Retirement Benefit is paid in full, the Participant’s unpaid Retirement Benefit

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payments shall continue and shall be paid to the Participant’s Beneficiary(ies) (a) over the remaining number of quarters and in the same amounts as the Retirement Benefit would have been paid had the participant survived.

ARTICLE 6

Pre-Retirement Survivor Benefit

6.1 Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation, the Participant’s Beneficiary shall receive a Pre-Retirement Survivor Benefit equal to the Participant’s vested Account Balance if the Participant dies before the Participant Retires, experiences a Termination of Employment or suffers a Disability.

6.2 Payment of Pre-Retirement Survivor Benefit. A Participant, in connection with the Participant’s commencement of participation in the Plan, will elect on an Election Form whether the Pre-Retirement Survivor Benefit shall be received by the Participant’s Beneficiary in a lump sum or in installments of up to 60 quarters pursuant to the Quarterly Installment Method, payable or commencing within sixty (60) days after the last business day of the calendar quarter in which the Committee receives proof of the Participant’s death that it deems satisfactory. The Participant may change this election once to an allowable alternative payout period by submitting a new Election Form to the Committee, provided that (i) the election cannot take effect until at least 12 months after the date on which the election is made, (ii) the election cannot accelerate the payment of such benefit and (iii) the election is accepted by the Committee in its sole discretion. Subject to the prior sentence, the Election Form most recently accepted by the Committee prior to the Participant’s death shall govern the payout of the Participant’s Pre-Retirement Survivor Benefit. If a Participant does not make any election with respect to the payment of the Pre-Retirement Survivor Benefit, then such benefit shall be paid in a lump sum payment made no later than 60 days after the last business day of the calendar quarter in which the Committee is provided with proof of the Participant’s death that it deems satisfactory. Any payment made shall be subject to the Deduction Limitation.

ARTICLE 7

Termination Benefit

7.1 Termination Benefit. Subject to the Deduction Limitation, the Participant shall receive a Termination Benefit, which shall be equal to the Participant’s vested Account Balance if a Participant experiences a Termination of Employment prior to the Participant’s Retirement, death or Disability.

7.2 Payment of Termination Benefit. In connection with the commencement of participation in the Plan, a Participant will elect on an Election Form to receive the Termination Benefit in a lump sum or in installments of up to 20 quarters, pursuant to the Quarterly Installment Method, commencing or paid no later than sixty (60) days following the six month anniversary of the Participant’s Termination of Employment. The Participant may change the Participant’s election once to an allowable alternative payout period by submitting a new

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Election Form to the Committee, provided that (i) the election cannot take effect for at least 12 months after the date on which the election is made, (ii), the payment with respect to which such election is made must be deferred for a period of 5 years from the date such payment would otherwise have been made, (iii) the election cannot accelerate the payment of such benefit and (iv) the election is accepted by the Committee in its sole discretion. Subject to the prior sentence, the Election Form most recently accepted by the Committee shall govern the payout of the Termination Benefit. If a Participant does not make any election with respect to the payment of the Termination Benefit, then such benefit shall be payable in a lump sum, payable no later than 60 days after the six month anniversary of the Participant’s Termination of Employment. Any payment made shall be subject to the Deduction Limitation.

7.3 Death Prior to Completion of Termination Benefit. If a Participant dies after Termination of Employment but before the Termination Benefit is paid in full, the Participant’s unpaid Termination Benefit payments shall continue and shall be paid to the Participant’s Beneficiary over the remaining number of quarters and in the same amounts as that benefit would have been paid to the Participant had the Participant survived.

ARTICLE 8

Disability Benefit

8.1 Disability Benefit. A Participant who is determined by the Committee to be suffering from a Disability shall receive a Disability Benefit equal to the Participant’s vested Account Balance. In connection with commencement of participation in the Plan, the Participant will elect on an Election Form receive the Disability Benefit in a lump sum or in installments of up to 60 quarters, pursuant to the Quarterly Installment Method, payable or commencing within sixty days of the last business day of the calendar quarter in which the Committee determines that the Participant has suffered a Disability. In the event a Participant does not make any election, the Disability Benefit shall be paid in a lump sum payment commencing within sixty days after the last business day of the calendar quarter in which the Committee determines that the Participant has suffered a Disability. Any such payment shall be subject to the Deduction Limitation.

ARTICLE 9

Beneficiary Designation

9.1 Beneficiary. Each Participant shall have the right, at any time, to designate the Participant’s Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant or the death of a predecessor Beneficiary receiving benefits under the Plan. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

9.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall designate the Participant’s Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change

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a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. If a married Participant names someone other than the Participant’s spouse as a primary Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to the Participant’s death.

9.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

9.4 No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be the Participant’s surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate.

9.5 Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

9.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant’s Plan Agreement shall terminate upon such full payment of benefits.

ARTICLE 10

Leave of Absence

10.1 Leaves of Absence. A Participant on a leave of absence will be treated as employed by the Employer if the period of leave does not exceed six months (extended to 29 months in the case of disability leave) or, if longer, the period during which the Participant retains a right to reemployment under applicable law or contract. A participant on an unpaid leave of absence shall not be required to make deferrals until the Participant returns to a paid employment status. Upon such return, the Participant may make a deferral election in accordance with the terms of the Plan, to take effect in the following Plan Year. If a Participant is authorized by the Participant’s Employer for any reason to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.

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ARTICLE 11

Termination, Amendment or Modification

11.1 Termination. Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right, in its sole discretion, to discontinue its sponsorship of the Plan and/or to terminate the Plan at any time with respect to any or all of its participating Employees by action of either the Committee or its board of directors, consistent with the requirements of Section 409A of the Code and the regulations thereunder. Termination of the Plan shall not result in a reduction in any Participant’s vested Account Balance under the Plan.

11.2 Amendment. The Committee may, at any time in its sole discretion, amend or modify the Plan in whole or in part with respect to any Employer; provided, however, that: (i) no amendment or modification shall be effective to decrease or restrict the value of a Participant’s vested Account Balance in existence at the time the amendment or modification is made, calculated as if the Participant had experienced a Termination of Employment as of the effective date of the amendment or modification or, if the amendment or modification occurs after the date upon which the Participant was eligible to Retire, the Participant had Retired as of the effective date of the amendment or modification, and (ii) no amendment or modification of this Section 11.2 shall be effective. The amendment or modification of the Plan shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification, except to the extent permitted or required under Section 409A of the Code or the regulations issued thereunder.

11.3 Plan Agreement. Despite the provisions of Section 11.1 and 11.2, if a Participant’s Plan Agreement contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate such provisions with the consent of the Participant.

11.4 Effect of Payment; Non-Discretionary Cashout. The full payment of the applicable benefit under Article 4, 5, 6, 7 or 8 of the Plan shall completely discharge all obligations to a Participant and the Participant’s designated Beneficiary under this Plan and the Participant’s Plan Agreement shall terminate. Notwithstanding anything in this Plan to the contrary, in the event a Participant’s vested Account Balance under the Plan, determined as of the last business day of the calendar quarter following the date the Participant first becomes entitled to a benefit pursuant to Articles 4, 5, 6,7 or 8, is less than $25,000, the Participant’s vested Account Balance shall be paid in a lump sum within sixty (60) days after the last business day of the applicable calendar quarter in which the Account Balance determination is made by the Employer.

ARTICLE 12

Administration

12.1 Committee Duties. Except as otherwise provided in this Article 12, this Plan shall be administered by a Committee which shall consist of the Board, or such committee as the Board

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shall appoint from time to time. Members of the Committee may be Participants under this Plan and need not be members of the Board. The Committee shall also have the discretion and authority to (i) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and the governance of the Committee and (ii) decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

12.2 Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel who may be counsel to any Employer. The Company shall pay all expenses of such agents.

12.3 Binding Effect of Decisions. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation or application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

12.4 Indemnity of Committee. All Employers shall indemnify, defend and hold harmless each member of the Committee, and any Employee to whom the duties of the Committee may be delegated, against any and all claims, losses, damages, expenses or liabilities, including reasonable attorneys’ fees and court costs, arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by such member of the Committee or such Employee.

12.5 Employer Information. To enable the Committee to perform its functions, the Company and each Employer shall supply full and timely information to the Committee on all matters relating to the compensation of its Participants, the date and circumstances of the Retirement, Disability, death or Termination of Employment of its Participants, and such other pertinent information as the Committee may reasonably require.

ARTICLE 13

Other Benefits and Agreements

13.1 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

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ARTICLE 14

Claims Procedures

14.1 Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

14.2 Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(a) that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(b) that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and

(iv) an explanation of the claim review procedure set forth in Section 14.3.

14.3 Review of a Denied Claim. Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(a) may review pertinent documents;

(b) may submit written comments or other documents; and/or

(c) may request a hearing, which the Committee, in its sole discretion, may grant.

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14.4 Decision on Review. The Committee shall render its decision on review promptly, and not later than 60 days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Committee’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a) specific reasons for the decision;

(b) specific reference(s) to the pertinent Plan provisions upon which the decision was based; and

(c) such other matters as the Committee deems relevant.

14.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this Article 14 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

ARTICLE 15

Trust

15.1 Establishment of the Trust. The Company shall establish the Trust, with sub-trusts for each Employer. Each Employer shall at least annually transfer over to the Trust such assets as the Employer determines, in its sole discretion, are necessary to provide, on a present value basis, for its respective future liabilities created with respect to the Annual Deferral Amounts, Annual Company Contribution Amounts and Annual Company Matching Amounts for such Employer’s Participants for all periods prior to the transfer, as well as any debits and credits to the Participants’ Account Balances for all periods prior to the transfer, taking into consideration the value of the assets in the trust at the time of the transfer. Such assets shall be allocated to the respective sub-trust of each contributing Employer.

15.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan with respect to its Participants. In this regard, if a Participant has been employed by only one Employer, such Employer shall be responsible for the total amounts credited to such Participant’s Account Balance under this Plan. If a Participant has been employed by more than one Employer, each Employer shall be responsible only for the amounts credited to the Participant’s Account Balance by such Employer.

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15.3 Distributions from the Trust. Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under this Plan.

15.4 Investment of Trust Assets. The Trustee of the Trust shall be authorized, upon written instructions received from the Committee or investment manager appointed by the Committee, to invest and reinvest the assets of the Trust in accordance with the applicable Trust Agreement.

15.5 No Claim on Trust Assets. A Participant shall have no preferred claim on, or any beneficial interest in, any assets of the Trust. Any assets held by the Trust shall be subject to the claims of general creditors of each Employer that is the grantor of the Trust under federal and state law in the event of the Employer’s “insolvency” (i.e., the Employer is unable to pay its debts as they become due or is subject to a pending proceeding as a debtor under the United States Bankruptcy Code), but only with respect to the assets of the Trust held for the benefit of Participants employed or formerly employed by such Employer.

ARTICLE 16

Miscellaneous

16.1 Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). In addition, the Plan is intended to comply with Code Sections 409A(a)(1) to (4) and (b)(1) to (2). The Plan shall be administered and interpreted in a manner consistent with those foregoing intents. Should any provision of this Plan not comply the provisions of Code Section 409A listed above, that provision shall have no affect on the remaining parts of this Plan and this Plan shall be construed and enforced as if such provision had never been inserted herein.

16.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, any and all of an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

16.3 Employer’s Liability. An Employer’s liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and the Participant’s Plan Agreement.

16.4 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable

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hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

16.5 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless otherwise expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer or to interfere with the right of any Employer to discipline or discharge the Participant at any time.

16.6 Furnishing Information. A Participant or Participant’s Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

16.7 Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

16.8 Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

16.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Nevada, without regard to its conflicts of laws principles.

16.10 Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Secretary of the MGM MIRAGE Deferred

Compensation Plan Committee

3600 Las Vegas Blvd So.

Las Vegas, NV 89109

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Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

16.11 Successors. The provisions of this Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries. No other person shall be a third-party beneficiary or acquire any rights under this Plan.

16.12 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

16.13 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

16.14 Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

16.15 Court Order. The Committee is authorized to make any payments directed by court order in any action in which the Plan or the Committee has been named as a party. In addition, if a court determines that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan in connection with a property settlement or otherwise, the Committee, in its sole discretion, shall have the right, notwithstanding any election made by a Participant, to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to that spouse or former spouse. Notwithstanding the foregoing, the Committee shall interpret this provision in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.

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16.16 Distribution in the Event of Taxation.

(a) In General. If, for any reason, all or any portion of a Participant’s benefits under this Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee before a Change in Control, or the Trustee of the Trust after a Change in Control, for a distribution of that portion of the Participant’s benefit that has become taxable. Upon the grant of such a petition, which grant shall not be unreasonably withheld (and, after a Change in Control, shall be granted), a Participant’s Employer shall distribute to the Participant immediately available funds in an amount equal to the taxable portion of the Participant’s benefit (which amount shall not exceed a Participant’s unpaid vested Account Balance under the Plan). If the petition is granted, the tax liability distribution shall be made within 90 days of the date when the Participant’s petition is granted. Such a distribution shall affect and reduce the benefits to be paid under this Plan. Notwithstanding the foregoing, the Committee shall interpret this provision in a manner that is consistent with Code Section 409A and other applicable tax law, including but not limited to guidance issued after the effective date of this Plan.

(b) Trust. If the Trust terminates in accordance with its terms and benefits are distributed from the Trust to a Participant in accordance therewith, the Participant’s benefits under this Plan shall be reduced to the extent of such distributions.

16.17 Legal Fees To Enforce Rights After Change in Control. The Company and each Employer is aware that upon the occurrence of a Change in Control, the Board or the board of directors of a Participant’s Employer (which might then be composed of new members) or a shareholder of the Company or the Participant’s Employer, or of any successor corporation, might cause or attempt to cause, the Company, the Participant’s Employer or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company or the Participant’s Employer to institute, or may institute, litigation seeking to deny Participants the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. Accordingly, if, following a Change in Control, it should appear to any Participant that the Company, the Participant’s Employer or any successor corporation has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company, such Employer or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided (collectively, the “Dispute”), then the Company and the Participant’s Employer shall pay, if the Participant prevails in the Dispute, the Participant’s reasonable legal fees and court costs actually incurred by the Participant in the initiation or defense of the Dispute, whether by or against the Company or the Participant’s Employer or any director, officer, shareholder or other person affiliated with the Company, the Participant’s Employer or any successor thereto.

16.18 Unvested Account Balances Under Prior Plan. If a Participant participated in the Prior DCP, and all or a part of the Participant’s account balance under that plan was unvested as of December 31, 2004, that unvested balance will be transferred to this Plan in accordance with Code Section 409A and the regulations thereunder, and such balance shall be administered in

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accordance with the provisions of this Plan, provided, however, that the vesting of that balance shall be based on the applicable vesting schedule(s) under the Prior DCP, which are incorporated herein by reference.

IN WITNESS WHEREOF, the Company has signed this Plan document effective as of December 30, 2004.

“Company”
MGM MIRAGE, a Delaware corporation
/s/ Gary N. Jacobs
By:	Gary N. Jacobs
Title:	Executive Vice President and General Counsel

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EX-10.4

EXHIBIT 10.4

AMENDMENT NO. 1

TO THE MGM MIRAGE

DEFERRED COMPENSATION PLAN II

WHEREAS, Section 11.2 of the MGM MIRAGE Deferred Compensation Plan II (the “Plan”) provides that the Plan may be amended in whole or in part by the Board of Directors of MGM MIRAGE (the “Board”), provided that no amendment or modification shall decrease or restrict the value of a Participant’s vested account balance in existence at the time of such amendment or modification; and

WHEREAS, the Board has approved and authorized this Amendment No. 1 to the Plan (this “Amendment”).

NOW, THEREFORE, effective as of October 28, 2008, the Plan is hereby amended as follows:

1. Section 3.6 of the Plan shall be amended to add the following sentence at the end thereof:

Notwithstanding anything herein to the contrary, no Annual Company Matching Amounts shall be credited to the account of any Participant with respect to any Plan Year commencing on or after January 1, 2009; provided, however, that a Participant shall continue to vest in Annual Company Matching Amounts credited prior to such date in accordance with Section 3.7 of the Plan.

2. Article 11 of the Plan shall be amended to add the following new Section 11.5:

Notwithstanding anything herein to the contrary, the Committee, in its sole discretion and to the extent it deems appropriate, may permit Participants to make changes to existing payment elections prior to December 31, 2008 or such earlier date as the Committee may specify. Any election changes made pursuant to this Section 11.5 may not defer into later years amounts that would have been payable in 2008 or cause payment of amounts payable in later years to be accelerated into 2008. Elections under this section 11.5 shall comply in all respects with the provisions of Internal Revenue Service Notice 2007-86 and other applicable Internal Revenue Service and Treasury guidance.

IN WITNESS WHEREOF, this Amendment is executed by a duly authorized officer as of the date set forth below.

By:	/s/ John McManus	Date:	Dec. 3, 2008
Its:	Asst. Secretary

EX-10.5

EXHIBIT 10.5

AMENDMENT NUMBER TWO

TO THE MGM MIRAGE

DEFERRED COMPENSATION PLAN II

WHEREAS, Section 11.2 of the MGM MIRAGE Deferred Compensation Plan II (the “Plan”) provides that the Committee may amend the Plan in whole or in part; provided that no amendment or modification shall decrease or restrict the value of a Participant’s vested account balance in existence at the time of such amendment or modification; and

WHEREAS, the Committee now desires to amend the Plan to reflect the corporate name change effective June 15, 2010.

NOW, THEREFORE, effective as of June 15, 2010, the Plan is hereby amended as follows:

1. Each reference to MGM MIRAGE in the Plan except for references in the name of the Plan is replaced with a reference to MGM Resorts International.

2. Section 1.27 is amended and restated to read as follows:

1.27 “Plan” shall mean the MGM Resorts Deferred Compensation Plan II, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

IN WITNESS WHEREOF, this Amendment is executed by a duly authorized officer as of the date set forth below.

By:	/s/ John McManus	Date:	12/20/10
Its:	Executive Vice President, General Counsel & Secretary

EX-10.6

EXHIBIT 10.6

AMENDMENT NUMBER THREE

TO THE MGM RESORTS

DEFERRED COMPENSATION PLAN II

WHEREAS, Section 11.2 of the MGM Resorts Deferred Compensation Plan II (the “Plan”) provides that the Committee may amend the Plan in whole or in part, provided that no amendment or modification shall decrease or restrict the value of a Participant’s vested account balance in existence at the time of such amendment or modification; and

WHEREAS, the Committee now desires to amend the Plan, effective June 1, 2012, to provide for immediate distribution of certain small Account Balances in a lump sum, in accordance with the requirements of Treasury Regulation Section 1.409A-3(j)(4)(v).

NOW, THEREFORE, effective as of June 1, 2012, the Plan is hereby amended as follows:

1. The title of Article 4 is hereby changed to read as follows:

“Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Elections; Small Sum Cashouts”

2. Article 4 is amended to add the following Section 4.4 at the end thereof:

“4.4 Small Sum Cashouts. Notwithstanding any provision in the Plan to the contrary, if (i) the total of the Participant’s Account Balance under the Plan (together with the Participant’s account balance under any other arrangements that, with this Plan, would be treated as a single nonqualified deferred compensation plan within the meaning of Treasury Regulation Section 1.409A-1(c)(2) with the elective deferral component or employer contribution component of the Plan) does not exceed $16,500 on June 1, 2012, and (ii) no deferral election for the Participant under the Plan has been made for the current Plan Year, such Participant’s Account Balance shall be distributed in a lump sum as soon as practicable and in no event later than [June 30], 2012; provided, however, that if the Participant participates in any other arrangements that, together with this Plan, would be treated as a single nonqualified deferred compensation plan, the lump sum payment provided hereunder shall be made only if the Participant’s interests in the other aggregated arrangements are also being paid out simultaneously. For Plan Years beginning after June 1, 2012, the Company may elect in writing to effect a cashout pursuant to Treasury Regulation Section 1.409A-3(j)(4)(v), where the Account Balance under the Plan (together with account balances of any other aggregated arrangements) do not exceed the applicable dollar amount under Code Section 402(g)(1)(B) (or a lower threshold set by the Company in such election).”

IN WITNESS WHEREOF, this Amendment is executed by a duly authorized officer as of the date set forth below.

By:	/s/ John McManus	Date:	May 31, 2012
Its:	Executive Vice President, General Counsel & Secretary

2

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, James J. Murren, certify that:

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

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

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

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

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

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

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

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

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

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

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

August 8, 2014

/s/ JAMES J. MURREN

James J. Murren

Chairman of the Board and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Daniel J. D’Arrigo, certify that:

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

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

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

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

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

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

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

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

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

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

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

August 8, 2014

/s/ DANIEL J. D’ARRIGO

Daniel J. D’Arrigo

Executive Vice President, Chief Financial Officer and

Treasurer

EX-32.1

EXHIBIT 32.1

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

In connection with the Quarterly Report of MGM Resorts International (the “Company”) on Form 10-Q for the period ending June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James J. Murren, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

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

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

/s/ JAMES J. MURREN

James J. Murren

Chairman of the Board and Chief Executive Officer

August 8, 2014

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

EX-32.2

EXHIBIT 32.2

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

In connection with the Quarterly Report of MGM Resorts International (the “Company”) on Form 10-Q for the period ending June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel J. D’Arrigo, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

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

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

/s/ DANIEL J. D’ARRIGO

Daniel J. D’Arrigo

Executive Vice President, Chief Financial Officer and Treasurer

August 8, 2014

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

XML

Commitments and Contingencies - Additional Information (Detail) (USD $)		6 Months Ended	0 Months Ended	6 Months Ended		6 Months Ended						1 Months Ended				0 Months Ended	1 Months Ended				6 Months Ended
	Jun. 30, 2014 MGM Resorts International [Member] Completion guarantee [Member]	Jun. 30, 2014 Cotai land concession contract [Member]	Jan. 09, 2013 Cotai land concession contract [Member] MGM Grand Paradise, S.A. [Member] Payments	Jun. 30, 2014 Cotai land concession contract [Member] MGM Grand Paradise, S.A. [Member]	Jun. 30, 2014 Cotai land concession contract [Member] MGM Grand Paradise, S.A. [Member] Macau [Member] acre	Jun. 30, 2014 Cotai land concession contract [Member] MGM China [Member] Payments	Jul. 31, 2014 Cotai land concession contract [Member] MGM China [Member] Subsequent Event [Member]	Jun. 30, 2014 Senior credit facility [Member] Guarantees [Member]	Jun. 30, 2014 Senior credit facility [Member] Guarantees [Member] Letters of credit [Member]	Jun. 30, 2014 Amended and restated MGM China credit facility [Member] MGM China [Member]	Jun. 30, 2014 Amended and restated MGM China credit facility [Member] MGM China [Member] Guarantees [Member] Letters of credit [Member]	Oct. 31, 2013 CityCenter Holdings, LLC [Member] Completion guarantee [Member]	Jun. 30, 2014 CityCenter Holdings, LLC [Member] MGM Resorts International [Member] Completion guarantee [Member]	Jun. 30, 2014 CityCenter Holdings, LLC [Member] Perini construction agreement [Member] MGM Resorts International [Member] Completion guarantee [Member]	Jun. 30, 2014 CityCenter Holdings, LLC [Member] Perini Litigation [Member]	Feb. 24, 2014 CityCenter Holdings, LLC [Member] Perini Litigation [Member] Perini construction agreement [Member]	Aug. 31, 2013 CityCenter Holdings, LLC [Member] Perini Litigation [Member] Perini construction agreement [Member]	Apr. 30, 2010 CityCenter Holdings, LLC [Member] Perini Litigation [Member] Perini construction agreement [Member]	Apr. 30, 2014 CityCenter Holdings, LLC [Member] Perini Litigation [Member] Perini construction agreement [Member] Insurance settlement [Member]	Mar. 31, 2010 CityCenter Holdings, LLC [Member] Pending Litigation [Member] Perini construction agreement [Member]	Jun. 30, 2014 CityCenter Holdings, LLC [Member] Pending Litigation [Member] Perini construction agreement [Member] Subcontractor
Loss Contingencies [Line Items]
Damages sought																$ 174,000,000	$ 167,000,000	$ 491,000,000		$ 490,000,000
Number of claims resolved																					219
Number of claims for further proceedings																					3
Settlement related to loss and damage, net of deductible																			55,000,000
Liable to pay lawsuit															170,000,000
Net residential proceeds to fund or reimburse construction costs												72,000,000
Estimated obligation offset by condominium proceeds													72,000,000	72,000,000
Amount funded under completion guarantee	727,000,000
Remaining estimated net obligation under the completion guarantee														128,000,000
Area of development site (in acres)					17.8
Land concession contract effective date		Jan. 09, 2013
Initial term of contract			25 years
Payable for land concession contract			161,000,000			73,000,000	15,000,000
Remaining number of semi-annual payments			8			5
Contract premium, recorded within other long-term assets						86,000,000
Concession contract rent paid per year during development				269,000
Concession contract rent paid per year after development				681,000
Annual rent review period				5 years
Amount that can be issued									500,000,000		100,000,000
Letters of credit								$ 35,000,000		$ 39,000,000

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Related Party Transactions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended		12 Months Ended	6 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2014 MGM Branding and Development and MGM China [Member] Development services agreement [Member]	Jun. 30, 2013 MGM Branding and Development and MGM China [Member] Development services agreement [Member]	Dec. 31, 2014 MGM Branding and Development and MGM China [Member] Development services agreement [Member] Scenario, Forecast [Member] Maximum [Member]	Jun. 30, 2014 MGM Branding and Development and MGM China [Member] Brand license agreement [Member]	Jun. 30, 2014 MGM Branding and Development and MGM China [Member] Brand license agreement [Member] Ms. Pansy Ho [Member]	Jun. 30, 2013 MGM Branding and Development and MGM China [Member] Brand license agreement [Member] Ms. Pansy Ho [Member]	Jun. 30, 2014 MGM Branding and Development and MGM China [Member] Brand license agreement [Member] Ms. Pansy Ho [Member]	Jun. 30, 2013 MGM Branding and Development and MGM China [Member] Brand license agreement [Member] Ms. Pansy Ho [Member]	Dec. 31, 2014 MGM Branding and Development and MGM China [Member] Brand license agreement [Member] Scenario, Forecast [Member] Maximum [Member]	Jun. 30, 2014 MGM Branding and Development [Member] Ms. Pansy Ho [Member]	Jun. 30, 2013 MGM Branding and Development [Member] Ms. Pansy Ho [Member]	Jun. 30, 2014 MGM Branding and Development [Member] Ms. Pansy Ho [Member]	Jun. 30, 2013 MGM Branding and Development [Member] Ms. Pansy Ho [Member]
Related Party Transaction [Line Items]
License fee as percentage of MGM China consolidated net revenue				1.75%
License fee cap									$ 43
Per annum percentage increase in development fee annual cap	10.00%			20.00%
License fees					14	15	31	28
Development fee as percentage of project cost	2.625%
Development fees	0	15	24
Distribution made to noncontrolling interests										$ 5	$ 4	$ 8	$ 14

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Stock-Based Compensation - Summary of Stock Options Activity (Detail) (MGM China Share Option Plan [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
MGM China Share Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at the beginning of the period (in shares)	16,916
Granted (in shares)	18,080
Exercised (in shares)	(258)
Forfeited or expired (in shares)	(263)
Outstanding at the end of the period (in shares)	34,475
Exercisable at the end of the period (in shares)	10,267
Outstanding at the beginning of the period (in dollars per share)	$ 2.06
Granted (in dollars per share)	$ 3.49
Exercised (in dollars per share)	$ 1.91
Forfeited or expired (in dollars per share)	$ 2.28
Outstanding at the end of the period (in dollars per share)	$ 2.81
Exercisable at the end of the period (in dollars per share)	$ 2.00

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Stockholders' Equity - Changes in Stockholders' Equity (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Increase (Decrease) in Stockholders' Equity
Balances			$ 7,875,623
Net income	173,704	(30,578)	365,312	(8,000)
Foreign currency translation adjustment	5,862	6,416	3,102	(6,225)
Other comprehensive income from unconsolidated affiliate, net			1,250	115
Stock-based compensation			17,134
Change in excess tax benefit from stock-based compensation			(9,263)
Issuance of MGM Resorts common stock pursuant to stock-based compensation awards			(3,751)
Cash distributions to noncontrolling interest owners			(314,865)
Issuance of performance share units			7,529
Other			(543)
Balances	7,941,528		7,941,528
MGM Resorts Stockholders' Equity [Member]
Increase (Decrease) in Stockholders' Equity
Balances			4,231,179
Net income			213,704
Foreign currency translation adjustment			1,482
Other comprehensive income from unconsolidated affiliate, net			1,250
Stock-based compensation			15,450
Change in excess tax benefit from stock-based compensation			(9,263)
Issuance of MGM Resorts common stock pursuant to stock-based compensation awards			(3,751)
Issuance of performance share units			7,529
Other			(277)
Balances	4,457,303		4,457,303
Non-controlling Interests [Member]
Increase (Decrease) in Stockholders' Equity
Balances			3,644,444
Net income			151,608
Foreign currency translation adjustment			1,620
Stock-based compensation			1,684
Cash distributions to noncontrolling interest owners			(314,865)
Other			(266)
Balances	$ 3,484,225		$ 3,484,225

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Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended					3 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014 ASU 2013-11 [Member]	Jun. 30, 2014 Foreign Tax Authority [Member] Macau [Member] MGM Grand Paradise, S.A. [Member]	Dec. 31, 2014 Foreign Tax Authority [Member] Macau [Member] MGM Grand Paradise, S.A. [Member] Scenario, Forecast [Member]	Jun. 30, 2014 IRS [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Effective income tax rate	(43.40%)		(18.10%)
Complementary tax rate (as a percent)						12.00%
Period exempted from complementary tax, second exemption period granted						5 years
Third exemption period from complementary tax assumed based on third exemption period granted to a competitor						5 years
Net deferred foreign tax credit asset							$ 335,000,000
Fourth exemption period						5 years
Reduction in unrecognized tax benefits					19,000,000			81,000,000
Income tax benefit	(52,540,000)	3,865,000	(56,059,000)	34,296,000				(31,000,000)
Deposits of cash taxes and interest								30,000,000
Reduction in deferred tax assets					$ 19,000,000

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Organization - Additional Information (Detail) (USD $)	6 Months Ended			6 Months Ended											6 Months Ended		6 Months Ended							6 Months Ended
	Jun. 30, 2014 Segment	Jun. 30, 2014 Borgata Trust [Member]	Jun. 30, 2014 Borgata Trust [Member] U.S. treasury securities [Member]	Jun. 30, 2014 Borgata Trust [Member] U.S. treasury securities [Member] Minimum [Member]	Jun. 30, 2014 Borgata Trust [Member] U.S. treasury securities [Member] Maximum [Member]	Jun. 30, 2014 CityCenter Holdings, LLC [Member]	Dec. 31, 2013 CityCenter Holdings, LLC [Member]	Jun. 30, 2014 Grand Victoria [Member]	Jun. 30, 2013 Grand Victoria [Member]	Jun. 30, 2014 Silver Legacy [Member]	Jun. 30, 2014 Co-venturer [Member] Infinity World Development Corp [Member] CityCenter Holdings, LLC [Member]	Jun. 30, 2014 Co-venturer [Member] Hyatt Gaming [Member] Grand Victoria [Member]	Jun. 30, 2014 Co-venturer [Member] Eldorado LLC [Member] Silver Legacy [Member]	Jun. 30, 2014 Co-venturer [Member] Boyd [Member] Borgata Trust [Member]	Jun. 30, 2014 Co-venturer [Member] MGM Hakkasan [Member] MGM Hakasan Hospitality [Member]	Jun. 30, 2014 Mississippi [Member] Resort	Jun. 30, 2014 MGM China [Member]	Jun. 30, 2014 Aria and Vdara [Member] CityCenter Holdings, LLC [Member]	Jun. 30, 2014 Aria and Vdara [Member] Sales [Member] CityCenter Holdings, LLC [Member]	Jun. 30, 2014 Crystals [Member] CityCenter Holdings, LLC [Member]	Jun. 30, 2014 MGM National Harbor [Member] Scenario, Forecast [Member] sqft Slot Room Seat games	Jun. 30, 2014 MGM Cotai [Member] Scenario, Forecast [Member] Slot Room games	Jun. 30, 2014 MGM Cotai [Member] Scenario, Forecast [Member] Macau [Member] acre	Jun. 30, 2014 MGM Springfield [Member] Scenario, Forecast [Member] Massachusetts [Member] Room Slot acre games Restaurants sqft	Jun. 30, 2014 Anschutz Entertainment Group, Inc [Member] Scenario, Forecast [Member]	Jun. 30, 2013 Anschutz Entertainment Group, Inc [Member] Scenario, Forecast [Member] Minimum [Member] Seat	Jun. 30, 2013 Anschutz Entertainment Group, Inc [Member] Scenario, Forecast [Member] Maximum [Member] Seat
ORGANIZATION
Number of resorts owned and operated																2
Percentage ownership interest																	51.00%
Area of development site (in acres)																							17.8	14.5
Number of hotel rooms																					300	1,600		250
Number of gaming tables																					160	500		75
Number of slots																					3,600	2,500		3,000
Total estimated project budget excluding development fees eliminated in consolidation, capitalized interest and land																						$ 2,900,000,000
Percentage of ownership interests						50.00%	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%											50.00%
Management fee as a percentage of revenues																			2.00%
Management fee received, percentage of EBITDA																		5.00%
Annual management fee																				3,000,000
Joint venture agreement, description															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.
Expected development and construction cost, excluding capitalized and land related costs																					1,200,000,000			690,000,000	350,000,000
Number of seats																					3,000					18,000	20,000
Area of land																					35,000			55,000
Number of Restaurants																								15
Expected completion period of construction																									2016
Number of reportable segments	2
Percentage of ownership interests, cost method investment		50.00%
Period during which trustee is responsible for selling the trust property if the trust property is not sold during the mandated sale period		12 months
Trust assets		$ 86,000,000	$ 69,000,000
Maturity period of investments				3 months	1 year

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Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Operations and Comprehensive Income Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Condensed Financial Statements, Captions [Line Items]
Net revenues	$ 2,581,033	$ 2,481,265	$ 5,211,431	$ 4,833,413
Expenses:
Casino and hotel operations	1,618,992	1,579,869	3,269,087	3,073,464
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
Total expenses	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
Interest expense, net of amounts capitalized	(203,936)	(214,500)	(413,323)	(439,947)
Other, net	(14,887)	(43,815)	(30,044)	(67,176)
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)	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)
Elimination [Member]
Condensed Financial Statements, Captions [Line Items]
Net revenues	(621)	(466)	(1,214)	(945)
Equity in subsidiaries' earnings	(334,524)	(199,369)	(734,864)	(412,778)
Expenses:
Casino and hotel operations	(621)	(466)	(1,214)	(945)
Total expenses	(621)	(466)	(1,214)	(945)
Operating income	(334,524)	(199,369)	(734,864)	(412,778)
Income (loss) before income taxes	(334,524)	(199,369)	(734,864)	(412,778)
Net income (loss)	(334,524)	(199,369)	(734,864)	(412,778)
Net income (loss) attributable to MGM Resorts International	(334,524)	(199,369)	(734,864)	(412,778)
Net income (loss)	(334,524)	(199,369)	(734,864)	(412,778)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(5,998)	(6,652)	(2,964)	6,220
Other			(1,250)	(115)
Other comprehensive income (loss)	(5,998)	(6,652)	(4,214)	6,105
Comprehensive income (loss)	(340,522)	(206,021)	(739,078)	(406,673)
Comprehensive income (loss) attributable to MGM Resorts International	(340,522)	(206,021)	(739,078)	(406,673)
Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Equity in subsidiaries' earnings	249,078	120,773	556,049	304,196
Expenses:
Casino and hotel operations	1,299	1,366	2,553	2,876
General and administrative	1,134	1,037	2,246	2,127
Corporate expense	16,724	14,646	33,463	29,454
Total expenses	19,157	17,049	38,262	34,457
Operating income	229,921	103,724	517,787	269,739
Interest expense, net of amounts capitalized	(196,215)	(199,982)	(397,112)	(408,665)
Other, net	16,358	12,595	34,948	27,761
Income (loss) before income taxes	50,064	(83,663)	155,623	(111,165)
Benefit (provision) for income taxes	55,480	(9,295)	58,081	24,753
Net income (loss)	105,544	(92,958)	213,704	(86,412)
Net income (loss) attributable to MGM Resorts International	105,544	(92,958)	213,704	(86,412)
Net income (loss)	105,544	(92,958)	213,704	(86,412)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	2,999	3,326	1,482	(3,110)
Other			1,250	115
Other comprehensive income (loss)	2,999	3,326	2,732	(2,995)
Comprehensive income (loss)	108,543	(89,632)	216,436	(89,407)
Comprehensive income (loss) attributable to MGM Resorts International	108,543	(89,632)	216,436	(89,407)
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net revenues	1,617,302	1,513,692	3,173,631	2,977,657
Equity in subsidiaries' earnings	85,446	78,596	178,815	108,582
Expenses:
Casino and hotel operations	971,928	920,319	1,893,902	1,806,402
General and administrative	272,340	260,928	532,980	512,477
Corporate expense	36,198	30,375	69,784	58,114
Preopening and start-up expenses	1,015	1,248	3,006	1,020
Property transactions, net	33,044	87,980	33,538	96,275
Depreciation and amortization	123,853	135,887	251,928	263,718
Total expenses	1,438,378	1,436,737	2,785,138	2,738,006
Income from unconsolidated affiliates	5,730	5,620	24,453	21,958
Operating income	270,100	161,171	591,761	370,191
Interest expense, net of amounts capitalized	(120)	(2,714)	(224)	(5,699)
Other, net	(14,089)	(39,034)	(28,452)	(61,852)
Income (loss) before income taxes	255,891	119,423	563,085	302,640
Benefit (provision) for income taxes	(2,108)	5,955	(467)	7,412
Net income (loss)	253,783	125,378	562,618	310,052
Net income (loss) attributable to MGM Resorts International	253,783	125,378	562,618	310,052
Net income (loss)	253,783	125,378	562,618	310,052
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	2,999	3,326	1,482	(3,110)
Other			1,250	115
Other comprehensive income (loss)	2,999	3,326	2,732	(2,995)
Comprehensive income (loss)	256,782	128,704	565,350	307,057
Comprehensive income (loss) attributable to MGM Resorts International	256,782	128,704	565,350	307,057
Non-Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Net revenues	964,352	968,039	2,039,014	1,856,701
Expenses:
Casino and hotel operations	646,386	658,650	1,373,846	1,265,131
General and administrative	54,010	52,359	111,504	103,621
Corporate expense	1,517	7,343	4,543	11,420
Preopening and start-up expenses	8,744	2,258	12,389	4,632
Property transactions, net	126	151	190	347
Depreciation and amortization	79,217	82,264	158,797	166,351
Total expenses	790,000	803,025	1,661,269	1,551,502
Income from unconsolidated affiliates	138	1,062	191	1,068
Operating income	174,490	166,076	377,936	306,267
Interest expense, net of amounts capitalized	(7,601)	(11,804)	(15,987)	(25,583)
Other, net	(17,156)	(17,376)	(36,540)	(33,085)
Income (loss) before income taxes	149,733	136,896	325,409	247,599
Benefit (provision) for income taxes	(832)	(525)	(1,555)	(66,461)
Net income (loss)	148,901	136,371	323,854	181,138
Less: Net income attributable to noncontrolling interests	(68,160)	(62,380)	(151,608)	(78,412)
Net income (loss) attributable to MGM Resorts International	80,741	73,991	172,246	102,726
Net income (loss)	148,901	136,371	323,854	181,138
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	5,862	6,416	3,102	(6,225)
Other comprehensive income (loss)	5,862	6,416	3,102	(6,225)
Comprehensive income (loss)	154,763	142,787	326,956	174,913
Less: Comprehensive income attributable to noncontrolling interests	(71,023)	(65,470)	(153,228)	(75,297)
Comprehensive income (loss) attributable to MGM Resorts International	$ 83,740	$ 77,317	$ 173,728	$ 99,616

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Stockholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances, beginning of the period	$ 12,503
Current period other comprehensive income	2,732
Balances, end of the period	15,235
Foreign Currency Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances, beginning of the period	13,082
Current period other comprehensive income	1,482
Balances, end of the period	14,564
Other Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances, beginning of the period	(579)
Current period other comprehensive income	1,250
Balances, end of the period	$ 671

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Investments in and Advances to Unconsolidated Affiliates - Schedule of Investments in and Advances to Unconsolidated Affiliates (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated affiliates	$ 1,420,924	$ 1,374,836
CityCenter Holdings, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated affiliates	1,226,940	1,172,087
Elgin Riverboat Resort-Riverboat Casino [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated affiliates	140,000	169,579
Other [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated affiliates	$ 53,984	$ 33,170

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Investments in and Advances to Unconsolidated Affiliates - Schedule of Investments in and Advances to Unconsolidated Affiliates (Parenthetical) (Detail)	Jun. 30, 2014	Dec. 31, 2013
CityCenter Holdings, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interests	50.00%	50.00%
Elgin Riverboat Resort-Riverboat Casino [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of ownership interests	50.00%	50.00%

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Basis of Presentation and Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

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.

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Investments in and Advances to Unconsolidated Affiliates - Schedule of Results of Operations of Unconsolidated Affiliates (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Equity Method Investments And Joint Ventures [Abstract]
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)
Income from unconsolidated affiliates	$ (8,811)	$ (32,182)	$ (3,777)	$ (38,293)

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Income (Loss) Per Share of Common Stock - Schedule of Weighted-Average Number of Common and Common Equivalent Shares Used in the Calculation of Basic and Diluted Income (Loss) Per Share (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
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

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Segment Information - Schedule of Segment Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Segment Reporting Information [Line Items]
Net revenues	$ 2,581,033	$ 2,481,265	$ 5,211,431	$ 4,833,413
Adjusted EBITDA	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)
Total non-operating income (expense)	(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)
Reportable segments [Member]
Segment Reporting Information [Line Items]
Net revenues	2,467,198	2,371,145	4,978,880	4,607,890
Adjusted EBITDA	624,886	580,418	1,268,457	1,121,910
Reportable segments [Member] | Wholly owned domestic resorts [Member]
Segment Reporting Information [Line Items]
Net revenues	1,639,270	1,535,996	3,209,504	3,025,184
Adjusted EBITDA	414,398	375,603	817,244	736,640
Reportable segments [Member] | MGM China [Member]
Segment Reporting Information [Line Items]
Net revenues	827,928	835,149	1,769,376	1,582,706
Adjusted EBITDA	210,488	204,815	451,213	385,270
Corporate and other [Member]
Segment Reporting Information [Line Items]
Net revenues	113,835	110,120	232,551	225,523
Adjusted EBITDA	$ (38,900)	$ (39,028)	$ (55,989)	$ (56,148)

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
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
Total assets	25,572,303	26,110,185
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
Total liabilities and stockholders' equity	$ 25,572,303	$ 26,110,185

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Stock-Based Compensation - Additional Information (Detail) (USD $)	3 Months Ended	1 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended
	Jun. 30, 2014	Mar. 31, 2014 Bonus PSU Policy [Member]	Jun. 30, 2014 RSUs [Member] Board of Directors [Member] Deferred Compensation, Share-based Payments [Member]	Jun. 30, 2014 Stock Options [Member] MGM China [Member]	Jun. 30, 2014 Omnibus Plan [Member]	Jun. 30, 2014 Omnibus Plan [Member] RSUs [Member]	Jun. 30, 2014 MGM China Share Option Plan [Member]	Jun. 30, 2014 MGM China Share Option Plan [Member] Stock Options [Member] MGM China [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant as share-based awards					16,000,000			341,000,000
Increase in number of shares of common stock available for grant					10,000,000
Vested RSUs			53,000			95,000
Granted (in shares)		265,122				50,000
Granted, target price (in dollars per share)		$ 31.72
Number of shares granted during the period				17,000,000			18,080,000
Expected volatility	39.00%
Expected term	7 years 9 months 18 days
Expected dividend yield	1.60%
Risk-free interest rate	1.80%
Weighted-average fair value of options granted	$ 1.04

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 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 provided by (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 provided by (used in) financing activities	(839,520)	(753,998)
Effect of exchange rate on cash	(476)	(687)
Cash and cash equivalents
Net increase (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

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Investments in and Advances to Unconsolidated Affiliates - Summarized Income Statement Information (Detail) (CityCenter Holdings, LLC [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
CityCenter Holdings, LLC [Member]
Schedule of Equity Method Investments [Line Items]
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)

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Income (Loss) Per Share of Common Stock (Tables)

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Schedule of Weighted-Average Number of Common and Common Equivalent Shares Used in the Calculation of Basic and Diluted Income (Loss) Per Share

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

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Long-Term Debt - Schedule of Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Long-term debt	$ 12,923,714	$ 13,447,230
Less: Current portion	(317,194)
Long-term debt, Noncurrent	12,606,520	13,447,230
Senior credit facility term loans, net [Member]
Debt Instrument [Line Items]
Long-term debt	2,751,575	2,765,041
MGM Grand Paradise credit facility [Member]
Debt Instrument [Line Items]
Long-term debt	553,520	553,242
5.875% senior notes, due 2014, net [Member]
Debt Instrument [Line Items]
Long-term debt		508,848
4.25% convertible senior notes, due 2015, net [Member]
Debt Instrument [Line Items]
Long-term debt	1,453,795	1,456,153
6.625% senior notes, due 2015, net [Member]
Debt Instrument [Line Items]
Long-term debt	875,701	876,022
6.875% senior notes, due 2016 [Member]
Debt Instrument [Line Items]
Long-term debt	242,900	242,900
7.5% senior notes, due 2016 [Member]
Debt Instrument [Line Items]
Long-term debt	732,749	732,749
10% senior notes, due 2016, net [Member]
Debt Instrument [Line Items]
Long-term debt	497,459	496,987
7.625% senior notes, due 2017 [Member]
Debt Instrument [Line Items]
Long-term debt	743,000	743,000
11.375% senior notes, due 2018, net [Member]
Debt Instrument [Line Items]
Long-term debt	468,178	467,451
8.625% senior notes, due 2019 [Member]
Debt Instrument [Line Items]
Long-term debt	850,000	850,000
5.25% senior notes, due 2020 [Member]
Debt Instrument [Line Items]
Long-term debt	500,000	500,000
6.75% senior notes, due 2020 [Member]
Debt Instrument [Line Items]
Long-term debt	1,000,000	1,000,000
6.625% senior notes, due 2021 [Member]
Debt Instrument [Line Items]
Long-term debt	1,250,000	1,250,000
7.75% senior notes, due 2022 [Member]
Debt Instrument [Line Items]
Long-term debt	1,000,000	1,000,000
7% debentures, due 2036, net [Member]
Debt Instrument [Line Items]
Long-term debt	572	572
6.7% debentures, due 2096 [Member]
Debt Instrument [Line Items]
Long-term debt	$ 4,265	$ 4,265

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2014

Schedule of Compensation Cost Recognized

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

Omnibus Plan [Member]

Summary of Stock Options and Stock Appreciation Rights Activity

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

Schedule of Restricted Stock Units and Performance Share Units Activity

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

MGM China Share Option Plan [Member]

Summary of Stock Options Activity

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

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Organization

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Organization

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.”

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Statement Of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized shares	1,000,000,000	1,000,000,000
Common stock, issued shares	490,712,807	490,360,628
Common stock, outstanding shares	490,712,807	490,360,628

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2014

Related Party Transactions [Abstract]

Related Party Transactions

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.

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 04, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Trading Symbol	MGM
Entity Registrant Name	MGM Resorts International
Entity Central Index Key	0000789570
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		490,741,383

XML

Condensed Consolidating Financial Information

6 Months Ended

Jun. 30, 2014

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Condensed Consolidating Financial Information

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

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 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
Total revenues, gross	2,770,398	2,669,518	5,588,403	5,204,693
Less: Promotional allowances	(189,365)	(188,253)	(376,972)	(371,280)
Total revenues, net	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
Total expenses	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)
Total non-operating income (expense)	(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)

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Income (Loss) Per Share of Common Stock

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Income (Loss) Per Share of Common Stock

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.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2014

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

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.

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Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

Changes in Stockholders' Equity

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

Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component

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

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Basis of Presentation and Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Basis of presentation

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. 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

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

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.

Segments 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.

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Property Transactions, Net

6 Months Ended

Jun. 30, 2014

Text Block [Abstract]

Property Transactions, Net

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.

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Stockholders' Equity

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

Stockholders' Equity

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

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

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.

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Segment Information

6 Months Ended

Jun. 30, 2014

Segment Reporting [Abstract]

Segment Information

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	)

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Investments in and Advances to Unconsolidated Affiliates - Summarized Balance Sheet Information (Detail) (CityCenter Holdings, LLC [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
CityCenter Holdings, LLC [Member]
Schedule of Equity Method Investments [Line Items]
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

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Property Transactions, Net - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Property, Plant and Equipment [Line Items]
Corporate buildings impairment charges	$ 44,510	$ 44,510
Joint Venture [Member]
Property, Plant and Equipment [Line Items]
Percentage of ownership interests	50.00%	50.00%

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Schedule of 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

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2014

Segment Reporting [Abstract]

Schedule of Segment Information

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	)

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Stock-Based Compensation - Schedule of Compensation Cost Recognized (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Compensation cost:
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
Omnibus Plan [Member]
Compensation cost:
Compensation cost	6,695	6,508	13,697	13,768
MGM China Share Option Plan [Member]
Compensation cost:
Compensation cost	$ 1,976	$ 1,686	$ 3,437	$ 3,366

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Income (Loss) Per Share of Common Stock - Additional Information (Detail) (4.25% convertible senior notes, due 2015, net [Member], USD $) In Millions, unless otherwise specified					6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2011	Apr. 30, 2010	Jun. 30, 2014 Dilutive Convertible Debt Issued June 2011 [Member]	Jun. 30, 2014 Antidilutive Convertible Debt Issued April 2010 [Member]
Investment Holdings [Line Items]
Long-term debt, principal amount	$ 1,450.0	$ 1,450.0	$ 300.0	$ 1,150.0	$ 300.0	$ 1,150.0
Long-term debt, interest rate (as a percent)	4.25%	4.25%	4.25%	4.25%	4.25%	4.25%
Long-term debt, issuance date					2011-06	2010-04

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Statement Of Income And Comprehensive Income [Abstract]
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)

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Long-Term Debt

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Long-Term Debt

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.

XML

Condensed Consolidating Financial Information (Tables)

6 Months Ended

Jun. 30, 2014

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Schedule of Condensed Consolidating Balance Sheet Information

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

Schedule of Condensed Consolidating Statement of Operations and Comprehensive Income Information

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

	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	)

Schedule of Condensed Consolidating Statement of Cash Flows Information

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

	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

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Long-Term Debt - Additional Information (Detail) (USD $)			3 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended	12 Months Ended	1 Months Ended		6 Months Ended	12 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended		12 Months Ended		6 Months Ended				6 Months Ended											6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 Senior credit facility term loans, net [Member]	Jun. 30, 2014 Senior credit facility term loans, net [Member]	Feb. 28, 2014 5.875% senior notes, due 2014, net [Member]	Jun. 30, 2014 5.875% senior notes, due 2014, net [Member]	Dec. 31, 2013 5.875% senior notes, due 2014, net [Member]	Jun. 30, 2011 4.25% convertible senior notes, due 2015, net [Member]	Apr. 30, 2010 4.25% convertible senior notes, due 2015, net [Member]	Jun. 30, 2014 4.25% convertible senior notes, due 2015, net [Member]	Dec. 31, 2013 4.25% convertible senior notes, due 2015, net [Member]	Jun. 30, 2014 Senior credit facility revolving loans [Member]	Jun. 30, 2014 Senior credit facility revolving loans [Member] LIBOR [Member]	Jun. 30, 2014 Senior credit facility term loan A [Member]	Jun. 30, 2014 Senior credit facility term loan A [Member]	Jun. 30, 2014 Senior credit facility term loan A [Member] LIBOR [Member]	Jun. 30, 2014 Senior credit facility term loan B [Member]	Jun. 30, 2014 Senior credit facility term loan B [Member]	Jun. 30, 2014 Senior credit facility term loan B [Member] LIBOR [Member]	Jun. 30, 2014 Senior credit facility [Member]	Jun. 30, 2014 Senior credit facility [Member] Collateralized land and assets of MGM Grand Detroit [Member] MGM Grand Detroit, LLC [Member]	Jun. 30, 2014 Senior credit facility [Member] Debt Covenant Terms March 31, 2015 [Member]	Jun. 30, 2014 Senior credit facility [Member] Debt Covenant Terms June 30, 2015 [Member]	Jun. 30, 2014 Senior credit facility [Member] Maximum [Member]	Jun. 30, 2014 Senior credit facility [Member] Maximum [Member] Collateralized land and assets of MGM Grand Las Vegas, Bellagio and The Mirage [Member]	Jun. 30, 2014 Senior credit facility [Member] Maximum [Member] Debt Covenant Terms 2014 [Member]	Jun. 30, 2014 Senior credit facility [Member] Minimum [Member] Debt Covenant Terms June 30, 2014 [Member]	Jun. 30, 2014 Senior credit facility [Member] Minimum [Member] Debt Covenant Terms September 30, 2014 [Member]	Jun. 30, 2014 Senior credit facility [Member] Minimum [Member] Debt Covenant Terms December 31, 2014 [Member]	Jun. 30, 2014 Amended and restated MGM China credit facility [Member] HIBOR [Member] MGM China [Member]	Jun. 30, 2014 Amended and restated MGM China credit facility [Member] Maximum [Member] HIBOR [Member] MGM China [Member]	Jun. 30, 2014 Amended and restated MGM China credit facility [Member] Maximum [Member] Debt Covenant Terms Prior to First Anniversary of MGM Cotai Opening [Member] MGM China [Member]	Jun. 30, 2014 Amended and restated MGM China credit facility [Member] Maximum [Member] Debt Covenant Terms Subsequent to First Anniversary of MGM Cotai Opening [Member] MGM China [Member]	Jun. 30, 2014 Amended and restated MGM China credit facility [Member] Minimum [Member] MGM China [Member]	Jun. 30, 2014 Amended and restated MGM China credit facility [Member] Minimum [Member] HIBOR [Member] MGM China [Member]	Jun. 30, 2014 MGM China credit facility, Term loans [Member] MGM China [Member]	Jun. 30, 2014 MGM China credit facility, revolving credit facility [Member] MGM China [Member]	Jun. 30, 2014 MGM China credit facility, revolving credit facility [Member] HIBOR [Member] MGM China [Member]	Jun. 30, 2014 MGM China credit facility, revolving credit facility [Member] Maximum [Member] HIBOR [Member] MGM China [Member]	Jun. 30, 2014 MGM China credit facility, revolving credit facility [Member] Minimum [Member] HIBOR [Member] MGM China [Member]
Debt Instrument [Line Items]
Credit facility amount												$ 1,200,000,000		$ 1,030,000,000	$ 1,030,000,000		$ 1,720,000,000	$ 1,720,000,000																		$ 550,000,000		$ 1,450,000,000
Variable interest rate base													LIBOR			LIBOR			LIBOR											HIBOR								HIBOR
Interest rate margin (as a percent)													2.75%			2.75%			2.50%											1.75%	2.50%				1.75%			1.75%	2.50%	1.75%
Interest rate floor (as a percent)																			1.00%
Long-term debt, maturity date												Dec. 20, 2017			Dec. 20, 2017			Dec. 20, 2019																			Oct. 03, 2017
Amortization payments of original principal balance (as percent)														0.25%			0.25%
Repayments			7,000,000	14,000,000	509,000,000
Available borrowing capacity												1,200,000,000
Interest rate at the end of the period (as a percent)														2.90%	2.90%		3.50%	3.50%
Debt instrument, collateral amount																					450,000,000				3,350,000,000
Trailing annual earnings before interest, taxes, depreciation and amortization (EBITDA)																				1,380,000,000		1,250,000,000	1,250,000,000				1,100,000,000	1,200,000,000	1,200,000,000
Annual capital expenditures																								500,000,000		681,000,000
Consolidated leverage ratio																																4.50	4.00
Consolidated interest coverage ratio																																		2.50
Long-term debt, interest rate (as a percent)					5.875%	5.875%	5.875%	4.25%	4.25%	4.25%	4.25%
Long-term debt, maturity year					2014	2014	2014	2015	2015	2015	2015
Long-term debt, principal amount						508,900,000	508,900,000	300,000,000	1,150,000,000	1,450,000,000	1,450,000,000
Proceeds from convertible debt								311,000,000	1,120,000,000
Conversion ratio, number of shares per $1,000 principal amount, numerator									53.83
Conversion ratio, principal amount denominator									1,000
Initial conversion price of shares (in dollars per share)									$ 18.58
Cap price of capped call transactions (in dollars per share)									$ 21.86
Percentage of purchase price to principal amount								103.805%
Trading price as a percentage of principal								105.872%
Long-term debt, fair value	$ 14,700,000,000	$ 14,900,000,000

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Investments in and Advances to Unconsolidated Affiliates (Tables)

6 Months Ended

Jun. 30, 2014

Schedule of Investments in and Advances to Unconsolidated Affiliates and Results of Operations of 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	)

CityCenter Holdings, LLC [Member]

Summarized Balance Sheet and Income Statement 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	)