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 September 30, 2015

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 November 2, 2015
Common Stock, $.01 par value	563,465,386 shares

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

FORM 10-Q

I N D E X

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets at September 30, 2015 and December 31, 2014	1
	Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2015 and September 30, 2014	2
	Consolidated Statements of Comprehensive Income for the Three Months and Nine Months Ended September 30, 2015 and September 30, 2014	3
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and September 30, 2014	4
	Condensed Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 6.	Exhibits	44
SIGNATURES		45

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	September 30,		December 31,
	2015		2014
ASSETS
Current assets
Cash and cash equivalents	$	1,807,795	$	1,713,715
Cash deposits - original maturities longer than 90 days		—		570,000
Accounts receivable, net		470,842		473,345
Inventories		100,533		104,011
Income tax receivable		16,054		14,675
Prepaid expenses and other		187,050		151,414
Total current assets		2,582,274		3,027,160
Property and equipment, net		15,014,642		14,441,542
Other assets
Investments in and advances to unconsolidated affiliates		1,536,531		1,559,034
Goodwill		2,898,996		2,897,110
Other intangible assets, net		4,212,660		4,364,856
Other long-term assets, net		435,163		412,809
Total other assets		9,083,350		9,233,809
	$	26,680,266	$	26,702,511
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	168,651	$	164,252
Construction payable		188,246		170,439
Deferred income taxes, net		89,834		62,142
Current portion of long-term debt		—		1,245,320
Accrued interest on long-term debt		143,361		191,155
Other accrued liabilities		1,362,763		1,574,617
Total current liabilities		1,952,855		3,407,925
Deferred income taxes, net		2,496,294		2,621,860
Long-term debt		12,821,037		12,913,882
Other long-term obligations		165,358		130,570
Commitments and contingencies (Note 6)
Redeemable noncontrolling interest		5,000		—
Stockholders' equity
Common stock, $.01 par value: authorized 1,000,000,000 shares, issued and outstanding 563,212,549 and 491,292,117 shares		5,632		4,913
Capital in excess of par value		5,655,340		4,180,922
Retained earnings (accumulated deficit)		225,825		(107,909	)
Accumulated other comprehensive income		14,447		12,991
Total MGM Resorts International stockholders' equity		5,901,244		4,090,917
Noncontrolling interests		3,338,478		3,537,357
Total stockholders' equity		9,239,722		7,628,274
	$	26,680,266	$	26,702,511

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

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MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Revenues
Casino	$	1,181,593		$	1,420,538		$	3,696,071		$	4,479,135
Rooms		466,032			433,005			1,415,955			1,348,542
Food and beverage		397,332			396,470			1,204,616			1,192,585
Entertainment		141,085			146,315			402,025			418,827
Retail		53,272			50,720			153,791			146,147
Other		126,585			132,126			390,954			391,621
Reimbursed costs		98,292			98,317			302,900			289,037
		2,464,191			2,677,491			7,566,312			8,265,894
Less: Promotional allowances		(183,375	)		(192,484	)		(568,117	)		(569,456	)
		2,280,816			2,485,007			6,998,195			7,696,438
Expenses
Casino		699,569			884,177			2,220,804			2,791,828
Rooms		140,806			143,993			424,184			420,644
Food and beverage		236,988			234,307			701,636			695,489
Entertainment		107,478			109,757			308,874			313,455
Retail		26,767			26,183			79,261			75,714
Other		88,000			96,324			268,158			275,978
Reimbursed costs		98,292			98,317			302,900			289,037
General and administrative		340,495			347,487			1,002,376			994,217
Corporate expense		74,019			61,563			183,977			169,353
Preopening and start-up expenses		16,510			10,233			50,270			25,628
Property transactions, net		7,123			6,794			12,665			40,522
Depreciation and amortization		204,742			202,386			619,719			613,111
		2,040,789			2,221,521			6,174,824			6,704,976
Income from unconsolidated affiliates		57,350			23,003			217,631			65,963
Operating income		297,377			286,489			1,041,002			1,057,425
Non-operating income (expense)
Interest expense, net of amounts capitalized		(191,781	)		(202,835	)		(611,288	)		(616,158	)
Non-operating items from unconsolidated affiliates		(22,968	)		(22,810	)		(59,745	)		(69,021	)
Other, net		(4,386	)		(254	)		(12,691	)		(1,997	)
		(219,135	)		(225,899	)		(683,724	)		(687,176	)
Income before income taxes		78,242			60,590			357,278			370,249
Benefit (provision) for income taxes		16,493			(10,208	)		76,570			44,401
Net income		94,735			50,382			433,848			414,650
Less: Net income attributable to noncontrolling interests		(28,310	)		(70,652	)		(100,114	)		(222,260	)
Net income (loss) attributable to MGM Resorts International	$	66,425		$	(20,270	)	$	333,734		$	192,390
Net income (loss) per share of common stock attributable to MGM Resorts International
Basic	$	0.12		$	(0.04	)	$	0.62		$	0.39
Diluted	$	0.12		$	(0.04	)	$	0.61		$	0.39

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

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MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Net income	$	94,735		$	50,382		$	433,848		$	414,650
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		1,291			(13,505	)		4,375			(10,403	)
Other		—			—			(672	)		1,250
Other comprehensive income (loss)		1,291			(13,505	)		3,703			(9,153	)
Comprehensive income		96,026			36,877			437,551			405,497
Less: Comprehensive income attributable to noncontrolling interests		(29,045	)		(63,994	)		(102,361	)		(217,222	)
Comprehensive income (loss) attributable to MGM Resorts International	$	66,981		$	(27,117	)	$	335,190		$	188,275

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

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MGM RESORTS INTERNATIONAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended
	September 30,
	2015			2014
Cash flows from operating activities
Net income	$	433,848		$	414,650
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		619,719			613,111
Amortization of debt discounts, premiums and issuance costs		34,829			28,107
Loss on retirement of long-term debt		1,924			—
Provision for doubtful accounts		46,971			32,554
Stock-based compensation		30,624			26,551
Property transactions, net		12,665			40,522
(Income) loss from unconsolidated affiliates		(155,473	)		3,195
Distributions from unconsolidated affiliates		11,200			11,101
Deferred income taxes		(106,223	)		6,379
Change in operating assets and liabilities:
Accounts receivable		(45,251	)		21,678
Inventories		1,055			8,508
Income taxes receivable and payable, net		1,456			(12,419	)
Prepaid expenses and other		(28,584	)		7,100
Prepaid Cotai land concession premium		(24,167	)		(24,162	)
Accounts payable and accrued liabilities		(108,002	)		(169,720	)
Other		11,189			15,659
Net cash provided by operating activities		737,780			1,022,814
Cash flows from investing activities
Capital expenditures, net of construction payable		(1,000,578	)		(617,459	)
Dispositions of property and equipment		343			537
Proceeds from sale of assets held for sale		19,797			—
Investments in and advances to unconsolidated affiliates		(194,524	)		(70,446	)
Distributions from unconsolidated affiliates in excess of cumulative earnings		202,850			999
Investments in treasury securities - maturities longer than 90 days		—			(123,133	)
Proceeds from treasury securities - maturities longer than 90 days		—			210,300
Investments in cash deposits - maturities longer than 90 days		(200,205	)		—
Proceeds from cash deposits - maturities longer than 90 days		770,205			—
Other		59			8,149
Net cash used in investing activities		(402,053	)		(591,053	)
Cash flows from financing activities
Net repayments under bank credit facilities – maturities of 90 days or less		(717,600	)		(1,740,375	)
Borrowings under bank credit facilities – maturities longer than 90 days		5,118,750			5,171,250
Repayments under bank credit facilities – maturities longer than 90 days		(3,416,875	)		(3,451,875	)
Retirement of senior notes		(875,504	)		(508,900	)
Debt issuance costs		(46,170	)		—
Distributions to noncontrolling interest owners		(304,562	)		(385,722	)
Proceeds from issuance of redeemable noncontrolling interest		5,000			—
Other		(1,050	)		(3,457	)
Net cash used in financing activities		(238,011	)		(919,079	)
Effect of exchange rate on cash		845			(1,577	)
Cash and cash equivalents
Net increase (decrease) for the period		98,561			(488,895	)
Change in cash related to assets held for sale		(4,481	)		(1,347	)
Balance, beginning of period		1,713,715			1,803,669
Balance, end of period	$	1,807,795		$	1,313,427
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized	$	624,253		$	595,781
Federal, state and foreign income taxes paid, net of refunds		31,440			40,262
Non-cash investing and financing activities
Conversion of convertible senior notes to equity	$	1,449,499		$	—
Increase (decrease) in investment in and advances to CityCenter related to change in completion guarantee liability		(8,198	)		73,695

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

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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, 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. In July 2015, the Company entered into an agreement to sell Circus Circus Reno in Reno, Nevada, as discussed in Note 3. Along with local investors, 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 in 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 also has a land concession contract with the government of Macau to develop a second resort and casino on an approximately 18 acre site in Cotai, Macau (“MGM Cotai”). MGM Cotai will be an integrated casino, hotel and entertainment complex with capacity for up to 500 gaming tables and up to 1,500 slots, and featuring approximately 1,500 hotel rooms. The total estimated project budget is $3.0 billion, excluding development fees eliminated in consolidation, capitalized interest and land related costs.

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 4 for additional information related to CityCenter.

The Company owns 50% of 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 also has a 50% interest in Grand Victoria. 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. In July 2015, the Company entered an agreement to sell its 50% interest in Silver Legacy, located in Reno, Nevada. See Note 4 for additional information regarding the Company’s investments in unconsolidated affiliates.

The Company has entered into management agreements for future 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. Upon formation, the Company contributed its management agreements for non-gaming hotels, resorts and residential projects (outside of the greater China region) under development to MGM Hakkasan. In May 2015, the Company and the Hakkasan Group mutually agreed to terminate MGM Hakkasan and the brand license from Hakkasan Group. The Company will continue to develop these projects under its brands through MGM Hospitality (a wholly-owned subsidiary). Additionally, the Company will continue to develop and manage properties in the greater China region with Diaoyutai State Guesthouse, including MGM Grand Sanya.

The Maryland Video Lottery Facility Location Commission has awarded the Company’s subsidiary developing MGM National Harbor the license to build and operate a destination casino resort in Prince George’s County at National Harbor, which is a waterfront development located on the Potomac River just outside of Washington D.C. The expected cost to develop and construct MGM National Harbor is approximately $1.3 billion, excluding capitalized interest and land related costs. The Company expects the resort to include a casino with approximately 3,600 slots and 160 table games including poker; a 300-room hotel with luxury spa and rooftop pool; 93,100 square feet of high‑end branded retail and fine and casual dining; a 3,000-seat theater venue; 50,000 square feet of meeting and event space; and a 4,700-space parking garage.

A subsidiary of the Company was awarded the Category One casino license in Region B, Western Massachusetts, one of three licensing regions designated by legislation, to build and operate MGM Springfield. MGM Springfield will be developed on

5

approximately 14 acres of land in downtown Springfield, Massachusetts. The Company’s plans for the resort originally included a casino with approximately 3,000 slots and 100 table games including poker; a 250-room hotel tower; 90,000 square feet of retail and restaurant space; 45,000 square feet of meeting and event space; and a 3,500-space parking garage, with an expected development and construction cost of approximately $760 million, excluding capitalized interest and land related costs.  The Company has recently undertaken a design and cost review of MGM Springfield and has proposed design and scope changes for various elements of the project.  The proposed changes have been submitted to Springfield’s Mayor and City Council and the Massachusetts Gaming Commission for approval.  The Company’s review of construction costs remains underway and will be impacted by the final determination of project design and scope, but the Company currently anticipates the cost may increase from the previous estimate of approximately $760 million.

In 2013, the Company formed Las Vegas Arena Company, LLC (the “Las Vegas Arena Company”) with a subsidiary of Anschutz Entertainment Group, Inc. (“AEG”) – a leader in sports, entertainment, and promotions – to design, construct, and operate the Las Vegas 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 owns 50% of Las Vegas Arena Company. The Las Vegas Arena is anticipated to seat between 18,000 and 20,000 people. Such development is estimated to cost approximately $350 million, excluding capitalized interest and land related costs.

The Company has two reportable segments: wholly owned domestic resorts and MGM China. See Note 11 for additional information about the Company’s segments.

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 accounting principles generally accepted in the United States have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2014 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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 1 inputs for its long-term debt fair value disclosures. See Note 5.

Property and equipment. As of September 30, 2015, the Company had accrued $11 million for property and equipment within “Accounts payable” and $38 million related to construction retention in “Other long-term obligations.” In addition, during the nine months ended September 30, 2015, the Company entered into capital leases with obligations of $12 million.

Goodwill and other intangible assets. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests in the fourth quarter of each fiscal year. Due to a significant decrease in MGM China’s cash flows as well as a decline in the market capitalization of MGM China relative to its net book value, the Company performed an interim impairment test of goodwill related to the MGM China reporting unit in the second quarter of 2015.

Goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on the estimated future results of the Company’s reporting units discounted using market discount rates and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the reporting unit’s peer group. If the carrying value of the reporting unit exceeds its fair value, an indication of impairment exists and the Company must proceed to measure an impairment loss, if any. In measuring an impairment loss, the implied fair value of a reporting unit’s goodwill is compared to the carrying value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to its assets and liabilities and the amount remaining, if any, is the implied fair value of goodwill. If the implied fair value of goodwill is less than its carrying value then it must be written down to its implied fair value.

6

The results of the Company’s interim impairment test indicated the fair value of the MGM China reporting unit exceeded its carrying value by 9%. Therefore, the Company concluded that the carrying value of goodwill of $2.8 billion related to MGM China was not impaired based on the interim test. The Company has continued monitoring the results of this reporting unit and determined that circumstances did not exist that would require the Company to perform an interim impairment test in the third quarter of 2015.

Redeemable noncontrolling interest. In April 2015, MGM National Harbor issued non-voting membership interests in MGM National Harbor (“Membership Interests”) to Radio One, Inc. (“Radio One”), a noncontrolling interest party, for a purchase price of $5 million. In addition, Radio One was given the right to make one additional capital contribution of up to $35 million prior to July 1, 2016 for the purchase of additional Membership Interests.

The Membership Interests provide for annual preferred distributions by MGM National Harbor to Radio One based on a percentage of its annual net gaming revenue (as defined in the MGM National Harbor operating agreement). Such distributions will begin within ninety days after the end of the fiscal year in which the opening date of MGM National Harbor occurs, and after the end of each subsequent fiscal year. Also, beginning on the third anniversary of the last day of the calendar quarter in which the opening date of MGM National Harbor occurs (and on each subsequent anniversary thereof) Radio One will have the ability to require MGM National Harbor to purchase all or a portion of its Membership Interests for a purchase price that is based on a contractually agreed upon formula. Radio One also has the right to sell back all or a portion of its Membership Interest prior to such date if MGM National Harbor were to guarantee or grant liens to secure any indebtedness of the Company other than the indebtedness of MGM National Harbor.

The Company has recorded the Membership Interests as “Redeemable noncontrolling interest” in the mezzanine section of the accompanying consolidated balance sheets and not stockholders’ equity because their redemption is not exclusively in the Company’s control. Membership Interests are initially accounted for at fair value. Subsequently, the Company will recognize changes in the redemption value as they occur and adjust the carrying amount of the redeemable noncontrolling interests to equal the maximum redemption value, provided such amount does not fall below the initial carrying value, at the end of each reporting period. The Company will reflect any changes caused by such an adjustment in retained earnings.

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 (21.1)% and (21.4)% for the three and nine months ended September 30, 2015, 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. As of December 31, 2014, the scheduled future reversal of existing U.S. federal taxable temporary differences exceeded the scheduled future reversal of existing U.S. federal deductible temporary differences. Consequently, the Company no longer applies a valuation allowance against its domestic deferred tax assets other than its foreign tax credit deferred tax asset.

The Company generates significant excess foreign tax credits each year that are attributable to the Macau Special Gaming Tax which is 35% of gross gaming revenue in Macau. 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 and the Company continues to receive distributions from MGM China, 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 its assessment of the realization of the foreign tax credit deferred tax asset. Furthermore, the Company does not rely on future U.S. source operating income in assessing future foreign tax credit realization due to its history of recent losses in the U.S. and therefore only relies on U.S. federal taxable temporary differences that it expects will reverse during the 10-year foreign tax credit carryover period.

7

The Company’s assessment of realization of its foreign tax credit deferred tax asset is based on available evidence, including assumptions about future profitability of and distributions from MGM China, as well as its assumption concerning renewals of the five-year exemption from Macau’s 12% complementary tax on gaming profits. As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to such assumptions may have a material impact on the amount of the valuation allowance. For example, should the Company in a future period actually receive or be able to assume an additional five-year exemption, an additional valuation allowance would likely need to be provided on some portion or all of the foreign tax credit deferred tax asset, resulting in an increase in the provision for income taxes in such period and such increase may be material. In addition, a change to forecasts of future profitability of, and distributions from, MGM China could also result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in such period.

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, of approximately $182 million as of December 31, 2015 and has reflected this assumption in its annual effective tax rate for 2015. During the first and second quarters of 2015, the Company reassessed the foreign tax credit valuation allowance as a result of the continued decline in market conditions in Macau. The valuation allowance was increased by $81 million, of which $40 million was recorded as a direct reduction in income tax benefit during the nine months ended September 30, 2015, with the remainder impacting the effective tax rate for 2015. No material change was made to the foreign tax credit valuation allowance in the three months ended September 30, 2015.

Recently issued accounting standards. In May 2014, the Financial Accounting Standards Board (“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, 2017. 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 that adoption of ASU 2014-09 will have on its consolidated financial statements and footnote disclosures.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, “Amendments to the Consolidation Analysis,” (“ASU 2015-02”), which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015.  ASU 2015-02 amends: the assessment of whether a limited partnership is a variable interest entity; the effect that fees paid to a decisionmaker have on the consolidation analysis; how variable interests held by a reporting entity’s related parties or de facto agents affect its consolidation conclusion; and for entities other than limited partnerships, clarifies how to determine whether the equity holders as a group have power over an entity. The Company is currently assessing the impact that adoption of ASU 2015-02 will have on its consolidated financial statements and footnote disclosures.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” (“ASU 2015-03”), which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The amortization of such costs will continue to be reported as interest expense. The Company does not believe the adoption of ASU 2015-03 will have a material effect on its financial statements or footnote disclosures.

In August 2015, the FASB issued Accounting Standards Update No. 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” (“ASU 2015-15”), which should be adopted concurrent with ASU 2015-03. ASU 2015-15 allows for debt issuance costs related to line-of-credit agreements to be presented in the balance sheet as an asset, and for such costs to be amortized ratably over the term of the contract regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amortization of such costs will continue to be reported as interest expense. The Company does not believe the adoption of ASU 2015-15 will have a material effect on its financial statements or footnote disclosures.

NOTE 3 — ASSETS HELD FOR SALE

On April 1, 2015, the Company closed the sale of Railroad Pass. At closing, the Company received $8 million in cash proceeds. The assets and liabilities of Railroad Pass were classified as held for sale as of December 31, 2014. At December 31, 2014, assets held for sale of $9 million, comprised predominantly of property and equipment, were classified within “Prepaid expenses and other” and liabilities related to assets held for sale of $2 million, comprised of accounts payable and other accrued liabilities, were classified within “Other accrued liabilities.”

On April 30, 2015, the Company closed the sale of Gold Strike and related assets in Jean, Nevada. At closing, the Company received $12 million in cash proceeds. The assets and liabilities of Gold Strike were classified as held for sale as of December 31,

8

2014. At December 31, 2014, assets held for sale of $14 million, comprised predominantly of property and equipment, were classified within “Prepaid expenses and other” and liabilities related to assets held for sale of $2 million, comprised of accounts payable and other accrued liabilities, were classified within “Other accrued liabilities.”

Railroad Pass and Gold Strike were not classified as discontinued operations because the Company concluded that the sales did not have a major effect on the Company’s operations or its financial results and they do not represent a disposal of a major geographic segment or product line.

On July 7, 2015, the Company entered into an agreement with Eldorado Resorts, Inc. to sell Circus Circus Reno, as well as the Company’s 50% interest in Silver Legacy and associated real property, for total consideration of $73 million plus Circus Circus Reno’s working capital. The Company allocated $20 million of the $73 million to Circus Circus Reno in accordance with the purchase and sale agreement. The sale is contingent upon regulatory approvals and other customary closing conditions. Circus Circus Reno  assets held for sale of $30 million and comprised predominantly of cash and property and equipment, were classified within “Prepaid expenses and other” and Circus Circus Reno liabilities related to assets held for sale of $9 million, comprised of accounts payable and other accrued liabilities, were classified within “Other accrued liabilities.” Circus Circus Reno was not classified as discontinued operations because the Company has concluded that the sale will not have a major effect on the Company’s operations or its financial results and it does not represent a disposal of a major geographic segment or product line. See Note 4 for further discussion of the sale of the Company’s 50% investment in Silver Legacy.  

NOTE 4 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

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

	September 30,		December 31,
	2015		2014
	(In thousands)
CityCenter Holdings, LLC – CityCenter (50%)	$	1,126,129	$	1,221,306
Elgin Riverboat Resort–Riverboat Casino – Grand Victoria (50%)		138,313		141,162
Marina District Development Company – Borgata (50%)		139,444		109,252
Other		132,645		87,314
	$	1,536,531	$	1,559,034

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Income from unconsolidated affiliates	$	57,350		$	23,003		$	217,631		$	65,963
Preopening and start-up expenses		(970	)		(17	)		(2,413	)		(137	)
Non-operating items from unconsolidated affiliates		(22,968	)		(22,810	)		(59,745	)		(69,021	)
	$	33,412		$	176		$	155,473		$	(3,195	)

CityCenter

Summarized balance sheet information for CityCenter is as follows:

	September 30,		December 31,
	2015		2014
	(In thousands)
Current assets	$	395,493	$	561,904
Property and other assets, net		7,715,174		7,883,709
Current liabilities		269,266		508,168
Long-term debt and other long-term obligations		1,553,642		1,552,913
Equity		6,287,759		6,384,532

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Summarized income statement information for CityCenter is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Net revenues	$	294,267		$	297,402		$	934,488		$	953,694
Operating expenses		(281,823	)		(333,594	)		(718,225	)		(1,009,758	)
Operating income (loss)		12,444			(36,192	)		216,263			(56,064	)
Non-operating expenses		(18,362	)		(22,909	)		(54,426	)		(75,027	)
Net income (loss)	$	(5,918	)	$	(59,101	)	$	161,837		$	(131,091	)

CityCenter litigation settlement. In December 2014, the Company and CityCenter entered into a settlement agreement with Perini Building Company, Inc. (“Perini”), general contractor for CityCenter, the remaining Perini subcontractors and relevant insurers to resolve all outstanding project lien claims and CityCenter’s counterclaims relating to the Harmon Hotel and Spa. The settlement was subject to execution of a global settlement agreement among the parties described above, which was subsequently executed, and CityCenter’s procurement of replacement general liability insurance covering construction of the CityCenter development, which was obtained in January 2015. The proceeds pursuant to such global settlement agreement, combined with certain prior Harmon-related insurance settlement proceeds, resulted in a gain of $160 million recorded by CityCenter during the first quarter of 2015, of which the Company recorded its 50% share of $80 million.

CityCenter distribution. In April 2015, CityCenter adopted an annual distribution policy and declared a special distribution of $400 million, of which the Company received its 50% share of $200 million. Under the annual distribution policy, CityCenter will distribute up to 35% of excess cash flow, subject to the approval of the CityCenter board of directors.

Grand Victoria

At June 30, 2014, the Company recorded an impairment charge of $29 million on its investment in Grand Victoria based on the then estimated fair value of $140 million for its 50% interest.

Silver Legacy

As discussed in Note 3, the Company entered into an agreement to sell its 50% interest in Silver Legacy and associated real property for approximately $53 million. The carrying value of the Company’s 50% interest in Silver Legacy and the associated real property was $37 million as of September 30, 2015. The Company’s investment in Silver Legacy has not been classified as discontinued operations because the Company has concluded that the sale will not have a major effect on the Company’s operations or its financial results and it does not represent a disposal of a major geographic segment or product line.

Las Vegas Arena

See Note 6 for discussion of the Company’s joint and several completion and repayment guarantees and equity contribution commitments related to the Las Vegas Arena.

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NOTE 5 — LONG-TERM DEBT

Long-term debt consisted of the following:

	September 30,		December 31,
	2015		2014
	(In thousands)
Senior credit facility:
$2,723 million ($2,744 million at December 31, 2014) term loans, net	$	2,717,947	$	2,738,118
MGM Grand Paradise credit facility		1,559,994		553,177
$1,450 million 4.25% convertible senior notes, due 2015, net		—		1,451,405
$875 million 6.625% senior notes, due 2015, net		—		875,370
$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		498,747		497,955
$743 million 7.625% senior notes, due 2017		743,000		743,000
$475 million 11.375% senior notes, due 2018, net		470,188		468,949
$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
$1,250 million 6% senior notes, due 2023, net		1,250,675		1,250,742
$0.6 million 7% debentures, due 2036, net		572		572
$4.3 million 6.7% debentures, due 2096		4,265		4,265
		12,821,037		14,159,202
Less: Current portion		—		(1,245,320	)
	$	12,821,037	$	12,913,882

Debt due within one year of the September 30, 2015 balance sheet was classified as long-term as the Company has both the intent and ability to refinance current maturities on a long-term basis under its revolving senior credit facility. At December 31, 2014, the amount available under the Company’s revolving senior credit facility was less than current maturities related to the Company’s term loan credit facilities, convertible senior notes and senior notes. The Company excluded from the December 31, 2014 current portion of long-term debt the amount available for refinancing under its revolving credit facility.

Senior credit facility. At September 30, 2015, the Company’s senior credit facility consisted of a $1.2 billion revolving credit facility, a $1.02 billion term loan A facility and a $1.70 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 September 30, 2015). 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 $21 million in the three and nine months ended September 30, 2015, respectively, in accordance with the scheduled amortization. The Company had $1.2 billion of available borrowing capacity under its senior credit facility at September 30, 2015. At September 30, 2015, the interest rate on the term loan A was 2.9% and 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 (the “Restricted Group”) to maintain a minimum trailing four-quarter EBITDA (as defined in the senior credit facility) and limits the ability of the Restricted Group to make capital expenditures and investments. As of September 30, 2015 and through December 31, 2015, the Restricted Group is required to maintain a minimum EBITDA of $1.30 billion. The minimum EBITDA requirement increases to $1.35 billion for March 31, 2016 through December 31, 2016 and to $1.40 billion for March 31, 2017 and thereafter. EBITDA for the trailing four quarters ended

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September 30, 2015, calculated in accordance with the terms of the senior credit facility (which includes cash distributions from unconsolidated affiliates, such as the CityCenter distribution), was $1.65 billion. The senior credit facility limits the Restricted Group 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 Restricted Group’s total capital expenditures allowable under the senior credit facility for fiscal year 2015, after giving effect to unused amounts from 2014, was $794 million. In addition, the senior credit facility limits the Restricted Group’s ability to make investments subject to certain thresholds and other important exceptions. As of September 30, 2015, the Restricted Groupwas within the limit of capital expenditures and other investments for the 2015 calendar year.

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 Grand Paradise credit facility. In June 2015, MGM China and MGM Grand Paradise, as co-borrowers, entered into a second amended and restated credit facility which consists of $1.55 billion of term loans and a $1.45 billion revolving credit facility. The term was extended for an eighteen month period to April 2019, with scheduled amortization payments of the term loans beginning in October 2017. The MGM Grand Paradise credit facility bears interest at a fluctuating rate per annum based on HIBOR plus a margin, initially set for a six month period at 1.75% per annum, but thereafter will range between 1.375% and 2.50% based on MGM China’s leverage ratio. The MGM Grand Paradise 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 facility. The outstanding balance at September 30, 2015 was comprised solely of term loans. At September 30, 2015, the weighted average interest rate on the term loans was 1.99%.

The MGM Grand Paradise credit facility 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 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 September 30, 2015.

Senior notes. The Company repaid its $875 million 6.625% senior notes in July 2015 at maturity.

Convertible senior notes. In April 2015, holders of substantially all of the $1.45 billion in aggregate principle amount of 4.25% convertible senior notes elected to convert the notes into approximately 78 million shares of the Company’s common stock. The notes were converted at 53.83 shares of common stock per $1,000 principle amount, which is equivalent to a conversion price of approximately $18.58 per share. In addition, the Company settled the capped call transactions entered into in connection with the initial issuance of $1.15 billion aggregate principle amount of notes and received approximately 6 million shares from such financial institutions. Such shares received in connection with the capped call transactions were subsequently retired.  

Fair value of long-term debt. The estimated fair value of the Company’s long-term debt at September 30, 2015 was $13.1 billion. At December 31, 2014, the estimated fair value of the Company’s long-term debt was $15.1 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 6 — COMMITMENTS AND CONTINGENCIES

CityCenter completion guarantee. In October 2013, the Company entered into a third amended and restated completion and cost overrun guarantee, which was collateralized by substantially all of the assets of Circus Circus Las Vegas, as well as certain land adjacent to that property. During the first quarter of 2015, the Company fulfilled its remaining significant obligations under the completion guarantee in conjunction with the resolution of the Perini litigation and related settlement agreements. In total, the Company funded $888 million under the completion guarantee. In June 2015, the completion guarantee was terminated and the collateral assets securing such completion guarantee were released.

Cotai land concession contract. MGM Grand Paradise’s land concession contract for an approximate 18 acre site on the Cotai Strip in 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 installments. As of September 30, 2015, MGM China had paid $130 million of the contract premium, including interest due on the

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semi-annual installments, and the amount paid is recorded within “Other long-term assets, net.” Including interest on the three remaining semi-annual installments, MGM China has approximately $44 million remaining payable for the land concession contract. Under the terms of the land concession contract, MGM Grand Paradise is required to complete the development of the land by January 2018.

Las Vegas Arena. In conjunction with Las Vegas Arena Company entering a senior secured credit facility in 2014, the Company and AEG each entered joint and several completion guarantees for the project, as well as a payment guarantee for the $75 million term loan B (subject to increases and decreases in the event of a rebalancing of the principal amount of indebtedness between the term loan A and term loan B facilities). Additionally, in conjunction with the Las Vegas Arena Company’s senior secured credit facility, the Company and AEG contributed equal amounts totaling $175 million for construction as of September 30, 2015.

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 September 30, 2015, the Company had $10 million in letters of credit outstanding. MGM Grand Paradise’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 September 30, 2015, MGM China had provided approximately $39 million of guarantees outstanding under its credit facility.

In connection with the development of MGM Springfield as discussed in Note 1, the Company obtained a surety bond of $52 million naming the Commonwealth of Massachusetts as beneficiary, and payable thereto, in the event that the Company’s subsidiary is unable to complete the gaming establishment.

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

NOTE 7 — INCOME PER SHARE OF COMMON STOCK

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

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2015		2014			2015			2014
	(In thousands)
Numerator:
Net income (loss) attributable to MGM Resorts International - basic	$	66,425	$	(20,270	)	$	333,734		$	192,390
Interest on convertible debt, net of tax		—		—			2,208			—
Potentially dilutive effect due to MGM China Share Option Plan		—		(86	)		(7	)		(299	)
Net income (loss) attributable to MGM Resorts International - diluted	$	66,425	$	(20,356	)	$	335,935		$	192,091
Denominator:
Weighted-average common shares outstanding - basic		563,287		490,914			535,619			490,746
Potential dilution from share-based awards		6,033		—			5,920			6,482
Potential dilution from assumed conversion of convertible debt		—		—			6,211			—
Weighted-average common and common equivalent shares - diluted		569,320		490,914			547,750			497,228
Antidilutive share-based awards excluded from the calculation of diluted    earnings per share		4,237		16,506			4,438			2,551

Potential dilution from the assumed conversion of convertible debt for the nine months ended September 30, 2015 included the weighted average impact of the $300 million 4.25% convertible senior notes issued in June 2011 for the period from January 1, 2015 to the date of conversion on April 15, 2015. The weighted average impact of the $1.15 billion 4.25% convertible senior notes issued in April 2010 were excluded from the nine months ended September 30, 2015 calculation of diluted earnings per share as their effect would be antidilutive. The $300 million 4.25% convertible senior notes and the $1.15 billion 4.25% convertible senior notes were excluded from the three and nine months ended September 30, 2014 calculation of diluted earnings per share as their effect was antidilutive.

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NOTE 8 — STOCKHOLDERS’ EQUITY

MGM China dividends. MGM China paid a $400 million special dividend in March 2015, of which $204 million remained within the consolidated entity and $196 million was distributed to noncontrolling interests, a $120 million final dividend in June 2015, of which $61 million remained within the consolidated entity and $59 million was distributed to noncontrolling interests, and a $76 million interim dividend in August 2015, of which $39 million remained within the consolidated entity and $37 million was distributed to noncontrolling interests.

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, 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, and a $137 million interim dividend in September 2014, of which $70 million remained within the consolidated entity and $67 million was distributed to noncontrolling interests.

Supplemental equity information. The following table presents the Company’s changes in stockholders’ equity for the nine months ended September 30, 2015:

	MGM Resorts
	International						Total
	Stockholders'			Noncontrolling			Stockholders'
	Equity			Interests			Equity
	(In thousands)
Balances, January 1, 2015	$	4,090,917		$	3,537,357		$	7,628,274
Net income		333,734			100,114			433,848
Currency translation adjustment		2,128			2,247			4,375
Other comprehensive loss from unconsolidated affiliate, net		(672	)		—			(672	)
Stock-based compensation		27,131			3,584			30,715
Tax effect of stock-based compensation		(4,795	)		—			(4,795	)
Issuance of common stock pursuant to stock-based compensation awards		(1,572	)		—			(1,572	)
Issuance of common stock pursuant to conversion of notes		1,449,496			—			1,449,496
Cash distributions to noncontrolling interest owners		—			(304,828	)		(304,828	)
Issuance of performance share units		4,872			—			4,872
Other		5			4			9
Balances, September 30, 2015	$	5,901,244		$	3,338,478		$	9,239,722

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

	Currency
	Translation		Other
	Adjustment		Adjustments			Total
	(In thousands)
Balances, January 1, 2015	$	12,319	$	672		$	12,991
Current period other comprehensive income (loss)		2,128		(672	)		1,456
Balances, September 30, 2015	$	14,447	$	—		$	14,447

NOTE 9 — STOCK-BASED COMPENSATION

2005 Omnibus Incentive Plan. As of September 30, 2015, the Company had an aggregate of 24 million shares of common stock available for grant as share-based awards under the Company’s omnibus incentive plan (“Omnibus Plan”). A summary of activity under the Company’s share-based payment plans for the nine months ended September 30, 2015 is presented below:

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Stock options and stock appreciation rights (“SARs”)

	Units			Weighted Average
	(000’s)			Exercise Price
Outstanding at January 1, 2015		16,176		$	15.27
Granted		100			19.37
Exercised		(1,013	)		16.10
Forfeited or expired		(1,596	)		33.50
Outstanding at September 30, 2015		13,667			13.15
Exercisable at September 30, 2015		8,739			10.51

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

	RSUs					PSUs
				Weighted				Weighted		Weighted
				Average				Average		Average
	Units			Grant-Date		Units		Grant-Date		Target
	(000’s)			Fair Value		(000’s)		Fair Value		Price
Nonvested at January 1, 2015		1,358		$	18.27		1,455	$	15.14	$	20.48
Granted		60			20.05		—		—		—
Vested		(57	)		12.71		—		—		—
Forfeited		(65	)		17.92		—		—		—
Nonvested at September 30, 2015		1,296			18.61		1,455		15.14		20.48

Bonus PSUs

	Units		Weighted Average
	(000’s)		Target Price
Outstanding at January 1, 2015		265	$	31.72
Granted		229		25.91
Outstanding at September 30, 2015		494		29.03

The Company grants 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.

MGM China Share Option Plan. As of September 30, 2015, MGM China had an aggregate of 328 million shares of common 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 nine months ended September 30, 2015 is presented below:

Stock options

	Units			Weighted Average
	(000’s)			Exercise Price
Outstanding at January 1, 2015		35,058		$	2.85
Granted		15,296			1.87
Exercised		(20	)		2.01
Forfeited or expired		(2,187	)		2.23
Outstanding at September 30, 2015		48,147			2.57
Exercisable at September 30, 2015		17,530			2.40

15

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Compensation cost:
Omnibus Plan	$	7,732		$	7,588		$	23,401		$	21,285
MGM China Plan		1,989			2,638			7,314			6,075
Total compensation cost		9,721			10,226			30,715			27,360
Less:  Reimbursed costs and capitalized cost		(232	)		(275	)		(823	)		(809	)
Compensation cost after reimbursed costs and capitalized cost		9,489			9,951			29,892			26,551
Less:  Related tax benefit		(2,591	)		(2,517	)		(7,779	)		(7,043	)
Compensation cost, net of tax benefit	$	6,898		$	7,434		$	22,113		$	19,508

NOTE 10 — PROPERTY TRANSACTIONS, NET

Property transactions, net includes:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(In thousands)
Grand Victoria investment impairment charge	$	—	$	—	$	—	$	28,789
Other property transactions, net		7,123		6,794		12,665		11,733
	$	7,123	$	6,794	$	12,665	$	40,522

See Note 4 for discussion of the Grand Victoria investment impairment charge in 2014. Other property transactions, net for the three and nine months ended September 30, 2015 and 2014 includes miscellaneous asset disposals and demolition costs.

NOTE 11 — 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, net” 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 measure defined as Adjusted EBITDA before corporate expense and stock compensation expense related to the Omnibus Plan, which are not allocated to the reportable segments or each operating segment, as applicable. MGM China recognizes stock compensation expense related to the MGM China Plan which is included in the calculation of Adjusted EBITDA for MGM China. Adjusted EBITDA is a 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.

16

The following tables present the Company’s segment information:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Net Revenues
Wholly owned domestic resorts	$	1,636,188		$	1,578,136		$	4,919,563		$	4,787,640
MGM China		529,037			794,265			1,715,983			2,563,641
Reportable segment net revenues		2,165,225			2,372,401			6,635,546			7,351,281
Corporate and other		115,591			112,606			362,649			345,157
	$	2,280,816		$	2,485,007		$	6,998,195		$	7,696,438
Adjusted Property EBITDA
Wholly owned domestic resorts	$	411,289		$	327,978		$	1,259,231		$	1,145,222
MGM China		128,225			213,796			408,898			665,009
Reportable segment Adjusted Property EBITDA		539,514			541,774			1,668,129			1,810,231
Other operating income (expense)
Corporate, unconsolidated affiliates and other, net		(13,762	)		(35,872	)		55,527			(73,545	)
Preopening and start-up expenses		(16,510	)		(10,233	)		(50,270	)		(25,628	)
Property transactions, net		(7,123	)		(6,794	)		(12,665	)		(40,522	)
Depreciation and amortization		(204,742	)		(202,386	)		(619,719	)		(613,111	)
Operating income		297,377			286,489			1,041,002			1,057,425
Non-operating income (expense)
Interest expense, net of amounts capitalized		(191,781	)		(202,835	)		(611,288	)		(616,158	)
Non-operating items from unconsolidated affiliates		(22,968	)		(22,810	)		(59,745	)		(69,021	)
Other, net		(4,386	)		(254	)		(12,691	)		(1,997	)
		(219,135	)		(225,899	)		(683,724	)		(687,176	)
Income before income taxes		78,242			60,590			357,278			370,249
Benefit (provision) for income taxes		16,493			(10,208	)		76,570			44,401
Net income		94,735			50,382			433,848			414,650
Less: Net income attributable to noncontrolling interests		(28,310	)		(70,652	)		(100,114	)		(222,260	)
Net income (loss) attributable to MGM Resorts International	$	66,425		$	(20,270	)	$	333,734		$	192,390

NOTE 12 — 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. Ho, Pansy Catilina Chiu King 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 $52 million in 2015 with a 20% increase per annum during the agreement term. During the three and nine months ended September 30, 2015, MGM China incurred total license fees of $9 million and $30 million, respectively. During the three and nine months ended September 30, 2014, MGM China incurred total license fees of $12 million and $43 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 casino resort 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 $27 million in 2015, which will increase by 10% per annum for each year during the term of the agreement. During the nine months ended September 30, 2015, MGM China paid $10 million of fees to MGM Branding and Development related to development services. Such amounts have been eliminated in consolidation. No fee was paid during the nine months ended September 30, 2014.

17

NOTE 13 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Company’s domestic subsidiaries, excluding certain minor subsidiaries, its domestic insurance subsidiary, MGM Grand Detroit, LLC, MGM National Harbor, LLC and Blue Tarp reDevelopment, LLC (the company that will own and operate the Company’s casino resort in Springfield, Massachusetts), and each of their respective subsidiaries, have fully and unconditionally guaranteed, on a joint and several basis, payment of 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 September 30, 2015 and December 31, 2014, and for the three and nine months ended September 30, 2015 and 2014, are presented below.

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

	At September 30, 2015
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination			Consolidated
	(In thousands)
Current assets	$	641,615	$	879,316	$	1,061,991	$	(648	)	$	2,582,274
Property and equipment, net		—		12,362,060		2,664,554		(11,972	)		15,014,642
Investments in subsidiaries		20,794,181		3,715,686		—		(24,509,867	)		—
Investments in and advances to unconsolidated affiliates		—		1,503,891		7,640		25,000			1,536,531
Intercompany accounts		—		3,058,530		—		(3,058,530	)		—
Other non-current assets		121,610		412,103		7,013,106		—			7,546,819
	$	21,557,406	$	21,931,586	$	10,747,291	$	(27,556,017	)	$	26,680,266
Current liabilities	$	268,473	$	983,025	$	702,005	$	(648	)	$	1,952,855
Intercompany accounts		2,356,921		—		701,609		(3,058,530	)		—
Deferred income taxes, net		2,187,057		—		309,237		—			2,496,294
Long-term debt		10,807,643		4,837		2,008,557		—			12,821,037
Other long-term obligations		36,068		67,305		61,985		—			165,358
Total liabilities		15,656,162		1,055,167		3,783,393		(3,059,178	)		17,435,544
Redeemable noncontrolling interest		—		—		5,000		—			5,000
MGM Resorts stockholders' equity		5,901,244		20,876,419		3,620,420		(24,496,839	)		5,901,244
Noncontrolling interests		—		—		3,338,478		—			3,338,478
Total stockholders' equity		5,901,244		20,876,419		6,958,898		(24,496,839	)		9,239,722
	$	21,557,406	$	21,931,586	$	10,747,291	$	(27,556,017	)	$	26,680,266

18

	At December 31, 2014
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination			Consolidated
	(In thousands)
Current assets	$	1,390,806	$	868,688	$	768,335	$	(669	)	$	3,027,160
Property and equipment, net		—		12,445,086		2,008,428		(11,972	)		14,441,542
Investments in subsidiaries		20,430,160		3,896,365		—		(24,326,525	)		—
Investments in and advances to unconsolidated affiliates		—		1,526,446		7,588		25,000			1,559,034
Intercompany accounts		—		2,175,091		—		(2,175,091	)		—
Other non-current assets		141,035		414,801		7,118,939		—			7,674,775
	$	21,962,001	$	21,326,477	$	9,903,290	$	(26,489,257	)	$	26,702,511
Current liabilities	$	1,680,319	$	953,179	$	775,097	$	(670	)	$	3,407,925
Intercompany accounts		1,932,780		—		242,311		(2,175,091	)		—
Deferred income taxes, net		2,312,828		—		309,032		—			2,621,860
Long-term debt		11,907,534		4,837		1,001,511		—			12,913,882
Other long-term obligations		37,623		58,016		34,931		—			130,570
Total liabilities		17,871,084		1,016,032		2,362,882		(2,175,761	)		19,074,237
MGM Resorts stockholders' equity		4,090,917		20,310,445		4,003,051		(24,313,496	)		4,090,917
Noncontrolling interests		—		—		3,537,357		—			3,537,357
Total stockholders' equity		4,090,917		20,310,445		7,540,408		(24,313,496	)		7,628,274
	$	21,962,001	$	21,326,477	$	9,903,290	$	(26,489,257	)	$	26,702,511

19

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION

	Three Months Ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	1,622,593		$	658,889		$	(666	)	$	2,280,816
Equity in subsidiaries' earnings		247,524			40,742			—			(288,266	)		—
Expenses
Casino and hotel operations		1,552			962,392			434,622			(666	)		1,397,900
General and administrative		1,132			284,328			55,035			—			340,495
Corporate expense		36,186			37,873			(40	)		—			74,019
Preopening and start-up expenses		—			1,268			15,242			—			16,510
Property transactions, net		—			6,984			139			—			7,123
Depreciation and amortization		—			136,795			67,947			—			204,742
		38,870			1,429,640			572,945			(666	)		2,040,789
Income from unconsolidated affiliates		—			56,829			521			—			57,350
Operating income (loss)		208,654			290,524			86,465			(288,266	)		297,377
Interest expense, net of amounts capitalized		(179,636	)		(232	)		(11,913	)		—			(191,781	)
Other, net		12,882			(25,748	)		(14,488	)		—			(27,354	)
Income (loss) before income taxes		41,900			264,544			60,064			(288,266	)		78,242
Benefit (provision) for income taxes		24,525			(7,078	)		(954	)		—			16,493
Net income (loss)		66,425			257,466			59,110			(288,266	)		94,735
Less: Net income attributable to noncontrolling interests		—			—			(28,310	)		—			(28,310	)
Net income (loss) attributable to MGM Resorts International	$	66,425		$	257,466		$	30,800		$	(288,266	)	$	66,425
Net income (loss)	$	66,425		$	257,466		$	59,110		$	(288,266	)	$	94,735
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		556			556			1,291			(1,112	)		1,291
Other comprehensive income (loss)		556			556			1,291			(1,112	)		1,291
Comprehensive income (loss)		66,981			258,022			60,401			(289,378	)		96,026
Less: Comprehensive income attributable to noncontrolling interests		—			—			(29,045	)		—			(29,045	)
Comprehensive income (loss) attributable to MGM Resorts International	$	66,981		$	258,022		$	31,356		$	(289,378	)	$	66,981

20

	Nine Months Ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	4,879,596		$	2,120,699		$	(2,100	)	$	6,998,195
Equity in subsidiaries' earnings		875,725			133,367			—			(1,009,092	)		—
Expenses
Casino and hotel operations		4,558			2,893,832			1,409,527			(2,100	)		4,305,817
General and administrative		3,372			830,777			168,227			—			1,002,376
Corporate expense		72,279			112,143			(445	)		—			183,977
Preopening and start-up expenses		—			3,511			46,759			—			50,270
Property transactions, net		—			11,697			968			—			12,665
Depreciation and amortization		—			396,852			222,867			—			619,719
		80,209			4,248,812			1,847,903			(2,100	)		6,174,824
Income from unconsolidated affiliates		—			217,575			56			—			217,631
Operating income (loss)		795,516			981,726			272,852			(1,009,092	)		1,041,002
Interest expense, net of amounts capitalized		(587,286	)		(783	)		(23,219	)		—			(611,288	)
Other, net		35,306			(64,900	)		(42,842	)		—			(72,436	)
Income (loss) before income taxes		243,536			916,043			206,791			(1,009,092	)		357,278
Benefit (provision) for income taxes		90,198			(11,575	)		(2,053	)		—			76,570
Net income (loss)		333,734			904,468			204,738			(1,009,092	)		433,848
Less: Net income attributable to noncontrolling interests		—			—			(100,114	)		—			(100,114	)
Net income (loss) attributable to MGM Resorts International	$	333,734		$	904,468		$	104,624		$	(1,009,092	)	$	333,734
Net income (loss)	$	333,734		$	904,468		$	204,738		$	(1,009,092	)	$	433,848
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		2,128			2,128			4,375			(4,256	)		4,375
Other		(672	)		(672	)		—			672			(672	)
Other comprehensive income (loss)		1,456			1,456			4,375			(3,584	)		3,703
Comprehensive income (loss)		335,190			905,924			209,113			(1,012,676	)		437,551
Less: Comprehensive income attributable to noncontrolling interests		—			—			(102,361	)		—			(102,361	)
Comprehensive income (loss) attributable to MGM Resorts International	$	335,190		$	905,924		$	106,752		$	(1,012,676	)	$	335,190

21

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

	Nine Months Ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(620,381	)	$	996,466		$	361,695		$	—		$	737,780
Cash flows from investing activities
Capital expenditures, net of construction payable		—			(312,877	)		(687,701	)		—			(1,000,578	)
Dispositions of property and equipment		—			266			77			—			343
Proceeds from sale of assets held for sale		—			19,797			—			—			19,797
Investments in and advances to unconsolidated affiliates		(141,390	)		(53,134	)		—			—			(194,524	)
Distributions from unconsolidated affiliates in excess of cumulative earnings		—			202,850			—			—			202,850
Investments in cash deposits - maturities longer than 90 days		(200,205	)		—			—			—			(200,205	)
Proceeds from cash deposits - maturities longer than 90 days		770,205			—			—			—			770,205
Intercompany accounts		—			(883,440	)		—			883,440			—
Other		—			(5,483	)		5,542			—			59
Net cash provided by (used in) investing activities		428,610			(1,032,021	)		(682,082	)		883,440			(402,053	)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less		(1,272,875	)		—			555,275			—			(717,600	)
Borrowings under bank credit facilities - maturities longer than 90 days		3,768,750			—			1,350,000			—			5,118,750
Repayments under bank credit facilities - maturities longer than 90 days		(2,516,875	)		—			(900,000	)		—			(3,416,875	)
Retirement of senior notes		(875,504	)		—			—			—			(875,504	)
Debt issuance costs		—			—			(46,170	)		—			(46,170	)
Intercompany accounts		911,212			12,218			(39,990	)		(883,440	)		—
Distributions to noncontrolling interest owners		—			—			(304,562	)		—			(304,562	)
Proceeds from issuance of redeemable noncontrolling interest		—			—			5,000			—			5,000
Other		(1,059	)		—			9			—			(1,050	)
Net cash provided by (used in) financing activities		13,649			12,218			619,562			(883,440	)		(238,011	)
Effect of exchange rate on cash		—			—			845			—			845
Cash and cash equivalents
Net increase (decrease) for the period		(178,122	)		(23,337	)		300,020			—			98,561
Change in cash related to assets held for sale		—			(4,481	)		—			—			(4,481	)
Balance, beginning of period		799,508			255,655			658,552			—			1,713,715
Balance, end of period	$	621,386		$	227,837		$	958,572		$	—		$	1,807,795

22

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION

	Three Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	1,563,598		$	922,000		$	(591	)	$	2,485,007
Equity in subsidiaries' earnings		188,090			82,071			—			(270,161	)		—
Expenses
Casino and hotel operations		1,311			985,981			606,357			(591	)		1,593,058
General and administrative		1,183			289,167			57,137			—			347,487
Corporate expense		17,984			39,086			4,493			—			61,563
Preopening and start-up expenses		—			614			9,619			—			10,233
Property transactions, net		—			4,332			2,462			—			6,794
Depreciation and amortization		—			124,323			78,063			—			202,386
		20,478			1,443,503			758,131			(591	)		2,221,521
Income from unconsolidated affiliates		—			22,950			53			—			23,003
Operating income (loss)		167,612			225,116			163,922			(270,161	)		286,489
Interest expense, net of amounts capitalized		(195,659	)		(136	)		(7,040	)		—			(202,835	)
Other, net		13,843			(22,253	)		(14,654	)		—			(23,064	)
Income (loss) before income taxes		(14,204	)		202,727			142,228			(270,161	)		60,590
Benefit (provision) for income taxes		(6,066	)		(4,694	)		552			—			(10,208	)
Net income (loss)		(20,270	)		198,033			142,780			(270,161	)		50,382
Less: Net income attributable to noncontrolling interests		—			—			(70,652	)		—			(70,652	)
Net income (loss) attributable to MGM Resorts International	$	(20,270	)	$	198,033		$	72,128		$	(270,161	)	$	(20,270	)
Net income (loss)	$	(20,270	)	$	198,033		$	142,780		$	(270,161	)	$	50,382
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(6,847	)		(6,847	)		(13,505	)		13,694			(13,505	)
Other comprehensive income (loss)		(6,847	)		(6,847	)		(13,505	)		13,694			(13,505	)
Comprehensive income (loss)		(27,117	)		191,186			129,275			(256,467	)		36,877
Less: Comprehensive income attributable to noncontrolling interests		—			—			(63,994	)		—			(63,994	)
Comprehensive income (loss) attributable to MGM Resorts International	$	(27,117	)	$	191,186		$	65,281		$	(256,467	)	$	(27,117	)

23

	Nine Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	4,737,229		$	2,961,014		$	(1,805	)	$	7,696,438
Equity in subsidiaries' earnings		744,544			260,886			—			(1,005,430	)		—
Expenses
Casino and hotel operations		3,864			2,879,883			1,980,203			(1,805	)		4,862,145
General and administrative		3,429			822,147			168,641			—			994,217
Corporate expense		51,447			108,870			9,036			—			169,353
Preopening and start-up expenses		—			3,620			22,008			—			25,628
Property transactions, net		—			37,870			2,652			—			40,522
Depreciation and amortization		—			376,251			236,860			—			613,111
		58,740			4,228,641			2,419,400			(1,805	)		6,704,976
Income from unconsolidated affiliates		—			65,719			244			—			65,963
Operating income (loss)		685,804			835,193			541,858			(1,005,430	)		1,057,425
Interest expense, net of amounts capitalized		(592,771	)		(360	)		(23,027	)		—			(616,158	)
Other, net		48,792			(68,616	)		(51,194	)		—			(71,018	)
Income (loss) before income taxes		141,825			766,217			467,637			(1,005,430	)		370,249
Benefit (provision) for income taxes		50,565			(5,161	)		(1,003	)		—			44,401
Net income (loss)		192,390			761,056			466,634			(1,005,430	)		414,650
Less: Net income attributable to noncontrolling interests		—			—			(222,260	)		—			(222,260	)
Net income (loss) attributable to MGM Resorts International	$	192,390		$	761,056		$	244,374		$	(1,005,430	)	$	192,390
Net income (loss)	$	192,390		$	761,056		$	466,634		$	(1,005,430	)	$	414,650
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(5,365	)		(5,365	)		(10,403	)		10,730			(10,403	)
Other		1,250			1,250			—			(1,250	)		1,250
Other comprehensive income (loss)		(4,115	)		(4,115	)		(10,403	)		9,480			(9,153	)
Comprehensive income (loss)		188,275			756,941			456,231			(995,950	)		405,497
Less: Comprehensive income attributable to noncontrolling interests		—			—			(217,222	)		—			(217,222	)
Comprehensive income (loss) attributable to MGM Resorts International	$	188,275		$	756,941		$	239,009		$	(995,950	)	$	188,275

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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

	Nine Months Ended September 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	$	(542,357	)	$	939,191		$	600,980		$	25,000		$	1,022,814
Cash flows from investing activities
Capital expenditures, net of construction payable		—			(267,039	)		(350,420	)		—			(617,459	)
Dispositions of property and equipment		—			143			394			—			537
Investments in and advances to unconsolidated affiliates		(18,700	)		(26,746	)		—			(25,000	)		(70,446	)
Distributions from unconsolidated affiliates in excess of cumulative earnings		—			999			—			—			999
Investments in treasury securities - maturities longer than 90 days		—			(123,133	)		—			—			(123,133	)
Proceeds from treasury securities - maturities longer than 90 days		—			210,300			—			—			210,300
Intercompany accounts		—			(665,021	)		—			665,021			—
Other		—			8,149			—			—			8,149
Net cash provided by (used in) investing activities		(18,700	)		(862,348	)		(350,026	)		640,021			(591,053	)
Cash flows from financing activities
Net repayments under bank credit facilities - maturities of 90 days or less		(1,290,375	)		—			(450,000	)		—			(1,740,375	)
Borrowings under bank credit facilities - maturities longer than 90 days		3,821,250			—			1,350,000			—			5,171,250
Repayments under bank credit facilities - maturities longer than 90 days		(2,551,875	)		—			(900,000	)		—			(3,451,875	)
Retirement of senior notes		(508,900	)		—			—			—			(508,900	)
Intercompany accounts		1,113,239			(67,907	)		(380,311	)		(665,021	)		—
Distributions to noncontrolling interest owners		—			—			(385,722	)		—			(385,722	)
Other		(2,326	)		(860	)		(271	)		—			(3,457	)
Net cash provided by (used in) financing activities		581,013			(68,767	)		(766,304	)		(665,021	)		(919,079	)
Effect of exchange rate on cash		—			—			(1,577	)		—			(1,577	)
Cash and cash equivalents
Net increase (decrease) for the period		19,956			8,076			(516,927	)		—			(488,895	)
Cash related to assets held for sale		—			(1,347	)		—			—			(1,347	)
Balance, beginning of period		378,660			237,457			1,187,552			—			1,803,669
Balance, end of period	$	398,616		$	244,186		$	670,625		$	—		$	1,313,427

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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 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, 2014, which were included in our Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 2, 2015. 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.

According to the Las Vegas Convention and Visitors Authority, Las Vegas visitor volume increased 2%, Las Vegas Strip REVPAR increased 1% and Las Vegas Strip gaming revenue decreased 1% in the nine months ended September 30, 2015. Results of operations for our wholly owned domestic resorts in the third quarter of 2015 benefited from an increase in operating margins resulting from increases in gaming revenue and REVPAR that outperformed the Las Vegas market. Our rooms revenue benefited from increased visitation to the Las Vegas market and robust convention business at our Las Vegas Strip resorts, which resulted in increases in occupancy and allowed us to yield higher room rates across our portfolio of resorts.

Gross gaming revenues in the Macau market decreased 36% in the nine months ended September 30, 2015 compared to 2014.  We believe operating results have been negatively affected by economic conditions and certain policy initiatives in China and the implementation of a full main floor casino smoking ban in October 2014. Additionally, we believe stricter enforcement of entrance into Macau via the use of transit visas, as well as a decrease in duration of stay permitted for transit visa holders, has negatively affected operating results; however, restrictions surrounding the use of transit visas were recently eased in July 2015. The decrease in gross gaming revenues accelerated during the second half of 2014 and has continued throughout 2015 as Macau has become an increasingly challenging and competitive market, impacting primarily VIP casino gaming operations and, to a lesser extent, main floor operations. According to statistics published by the Statistics and Census Service of the Macau Government, visitor arrivals decreased 3% for the nine months ended September 30, 2015 compared to the same period in 2014. However, despite concerns over the recent events and the sustainability of economic growth in China, we expect the Macau market to grow on a long-term basis due to further development and penetration of the mainland China market and infrastructure improvements expected to facilitate more convenient travel to and within Macau.  

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 $3.0 billion, excluding development fees eliminated in consolidation, capitalized interest and land related costs, to develop a resort and casino with capacity for up to 500 gaming tables and up to 1,500 slots, and featuring approximately 1,500 hotel rooms, built on an approximately 18 acre site in Cotai, Macau (“MGM Cotai”). MGM Cotai is expected to open in the fourth quarter of 2016.

We were 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 MGM National Harbor, a destination casino resort in Prince George’s County at National Harbor, which is a waterfront development located on the Potomac River just outside of Washington, D.C. We currently expect the cost to develop and construct MGM National Harbor to be approximately $1.3 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-room hotel with luxury spa and rooftop pool; 93,100 square feet of high-end branded retail and fine and casual dining; a 3,000-seat theater venue; 50,000 square feet of meeting and event space; and a 4,700-space parking garage. Construction of MGM National Harbor has commenced with estimated completion in the fourth quarter of 2016.

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We were awarded the Category One casino license in Region B, Western Massachusetts, one of three licensing regions designated by legislation, to build and operate MGM Springfield. MGM Springfield will be developed on approximately 14 acres of land in downtown Springfield, Massachusetts. Our plans for the resort originally included a casino with approximately 3,000 slots and 100 table games including poker; a 250-room hotel tower; 90,000 square feet of retail and restaurant space; 45,000 square feet of meeting and event space; and a 3,500-space parking garage, with an expected development and construction cost of approximately $760 million, excluding capitalized interest and land related costs. We have recently undertaken a design and cost review of MGM Springfield and have proposed design and scope changes for various elements of the project. The proposed changes have been submitted to Springfield’s Mayor and City Council and the Massachusetts Gaming Commission for approval. Our review of construction costs remains underway and will be impacted by the final determination of project design and scope, but we currently anticipate the cost may increase from the previous estimate of approximately $760 million. Construction of MGM Springfield is expected to be completed in late 2018.

We entered into an agreement with a subsidiary of Anschutz Entertainment Group, Inc. (“AEG”) – leader in sports, entertainment, and promotions – to design, construct, and operate the Las Vegas 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 owns 50% of Las Vegas Arena Company, the developer of the arena. The Las Vegas Arena is anticipated to seat between 18,000 and 20,000 people and is currently scheduled to be completed in the first half of 2016. Such development is estimated to cost approximately $350 million, excluding capitalized interest and land related costs. In September 2014, a wholly owned subsidiary of Las Vegas Arena Company entered into a $200 million senior secured credit facility to finance construction of the Las Vegas Arena.

We have two reportable segments: wholly owned domestic resorts and MGM China. See Note 11 in the accompanying consolidated financial statements for additional information regarding our segments.

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 extensive 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 improved 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. 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.

In August 2015, we announced the implementation of a Profit Growth Plan for sustained growth and margin enhancement. The Profit Growth Plan’s initiatives are focused on improving business processes to optimize our scale for greater efficiency and lower cost throughout our business, and to identify areas of opportunity to organically drive incremental revenue growth. The Profit Growth Plan includes a large number of opportunities to enhance our business operations. The plan is expected to result in approximately $300 million of annualized Adjusted EBITDA benefit. The Profit Growth Plan has begun to show results and is expected to be fully realized by the end of 2017.

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.

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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 and operates the MGM Macau resort and casino and the related gaming subconcession and land concession and is in the process of developing an integrated casino, hotel and entertainment 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.

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 revenue-sharing arrangements or rolling chip turnover based commissions. In-house VIP players also typically receive a commission based on the program in which they participate. MGM Macau main floor operations primarily consist of walk-in and day trip visitors. Unlike gaming promoters and in-house 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 floor segment have become an increasingly significant portion of total gaming revenues 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. Gaming promoters purchase these nonnegotiable chips from MGM Macau and in turn they sell these chips to their players. The nonnegotiable 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 its 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.

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

Formation and Proposed Initial Public Offering of MGM Growth Properties, LLC (“ MGP” )

On October 29, 2015, we announced the formation of MGP as a newly formed subsidiary that we expect to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We intend to contribute to a newly formed operating partnership that MGP will control through a general partner subsidiary the real estate associated with Mandalay Bay, The Mirage, New York-New York, Luxor, Monte Carlo, Excalibur, The Park, MGM Grand Detroit, Beau Rivage and Gold Strike Tunica (collectively, the “Properties”). We also intend to incur approximately $4 billion of debt to refinance a portion of the debt outstanding under our existing senior credit facility and senior notes, which refinancing debt would be assumed by the operating partnership. One of our subsidiaries will then lease the Properties from MGP for use under a long-term, “triple net” master lease agreement with a 10-year term that includes four five-year extensions at our option. We will guarantee our subsidiary’s obligations under the master lease. We expect to retain through subsidiaries an approximate 70% economic interest in the new operating partnership, as well as voting control of MGP through our ownership of a controlling share in MGP.

We also announced that MGP had submitted a draft confidential registration statement with the SEC relating to its proposed initial public offering (“IPO”) of shares, the proceeds of which would be used to purchase an approximate 30% economic interest in the operating partnership. The transactions are expected to be completed in the first quarter of 2016, subject to regulatory approvals, including receipt of approvals from gaming regulators, MGP’s registration statement on Form S-11 being declared effective by the SEC, completion of the related financings needed to fund MGP, and other customary conditions. MGP is expected to file the REIT election with its tax return for the calendar year ending December 31, 2016. We may, at any time and for any reason until the proposed transactions are complete, abandon the transactions or modify or change the terms of the transactions.

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Although the number of shares that will be sold to the public in connection with the proposed IPO has not been determined, we expect that we will continue to consolidate MGP’s results of operations with our business for accounting purposes upon the completion of the proposed IPO and for so as long as we retain the controlling share in MGP. The minority interest that we do not own following the completion of the proposed IPO will be reflected in our consolidated balance sheets as “non-controlling interests” and such interest’s proportionate share of MGP’s net income or losses will be reflected in our consolidated statements of operations as “net income (loss) attributable to non-controlling interests.” We have no current intention to dispose of our controlling share of MGP or our economic interests in the operating partnership.

Results of Operations

The following discussion is based on our consolidated financial statements for the three and nine months ended September 30, 2015 and 2014.

Summary Operating Results

The following table summarizes our operating results:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(In thousands)
Net revenues	$	2,280,816	$	2,485,007	$	6,998,195	$	7,696,438
Operating income		297,377		286,489		1,041,002		1,057,425

Consolidated net revenue decreased 8% and 9% for the three and nine months ended September 30, 2015, respectively, compared to the prior year periods due to a decrease in casino revenue at MGM Macau, partially offset by increases in casino and non-casino revenue at our wholly owned domestic resorts. See below for additional information related to segment revenues.

Consolidated operating income was $297 million for the three months ended September 30, 2015 compared to $286 million for the same period in the prior year due to an increase in operating income at our wholly owned domestic resorts and an increase in income from unconsolidated affiliates, partially offset by a decrease in operating income at MGM Macau. Continued development of our MGM Cotai, National Harbor and Springfield projects led to an increase in preopening expense for the three months ended September 30, 2015. Corporate expense increased 20%, or $12 million, compared to the prior year quarter, and reflected costs incurred to implement initiatives in relation to the Profit Growth Plan and costs associated with our strategic review totaling $18 million.

Consolidated operating income was $1.0 billion for the nine months ended September 30, 2015 compared to $1.1 billion for the same period in the prior year. The current year period was negatively affected by the decrease in operating income at MGM Macau, partially offset by an increase in operating income at our wholly owned domestic resorts. Operating income during the nine months ended September 30, 2015 benefitted from an increase in income from unconsolidated affiliates, primarily from CityCenter, which included $80 million related to our share of a gain recognized by CityCenter as a result of the final resolution of its construction litigation and related settlements. Preopening expense increased in the nine months ended September 30, 2015 due to the MGM Cotai, National Harbor and Springfield projects. Corporate expense increased 9%, or $15 million, compared to the prior year period, and reflected costs incurred to implement initiatives in relation to the Profit Growth Plan and costs associated with our strategic review totaling $19 million. In the prior year period, property transactions, net was negatively affected by an impairment charge of $29 million related to our investment in Grand Victoria.

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Operating Results – Detailed Segment Information

The following table presents a detail by segment of consolidated net revenues 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						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015		2014
	(In thousands)
Net Revenues
Wholly owned domestic resorts	$	1,636,188		$	1,578,136		$	4,919,563	$	4,787,640
MGM China		529,037			794,265			1,715,983		2,563,641
Reportable segment net revenues		2,165,225			2,372,401			6,635,546		7,351,281
Corporate and other		115,591			112,606			362,649		345,157
	$	2,280,816		$	2,485,007		$	6,998,195	$	7,696,438
Adjusted EBITDA
Wholly owned domestic resorts	$	411,289		$	327,978		$	1,259,231	$	1,145,222
MGM China		128,225			213,796			408,898		665,009
Reportable segment Adjusted Property EBITDA		539,514			541,774			1,668,129		1,810,231
Corporate and other		(13,762	)		(35,872	)		55,527		(73,545	)
	$	525,752		$	505,902		$	1,723,656	$	1,736,686

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Casino revenue, net
Table games	$	213,281		$	202,819		$	671,848		$	661,853
Slots		435,287			419,273			1,288,091			1,235,855
Other		13,563			14,649			51,259			47,210
Casino revenue, net		662,131			636,741			2,011,198			1,944,918
Non-casino revenue
Rooms		450,415			417,610			1,368,872			1,301,781
Food and beverage		379,654			375,072			1,148,312			1,126,688
Entertainment, retail and other		303,405			315,022			886,290			900,281
Non-casino revenue		1,133,474			1,107,704			3,403,474			3,328,750
		1,795,605			1,744,445			5,414,672			5,273,668
Less: Promotional allowances		(159,417	)		(166,309	)		(495,109	)		(486,028	)
	$	1,636,188		$	1,578,136		$	4,919,563		$	4,787,640

Casino revenue increased 4% in the current year quarter compared to the same period in the prior year, due primarily to a 2% increase in slots volume. Table games volume decreased 1% and table games hold percentage in the third quarter of 2015 was 20.3% compared to 19.8% in the prior year quarter.

Casino revenue increased 3% for the nine months ended September 30, 2015 compared to the same period in the prior year, due to a 4% increase in slots volume. Table games volume for the nine months ended September 30, 2015 remained unchanged compared to the prior year period while table games hold percentage was 20.6% compared to 20.7% in the prior year period.

30

Rooms revenue increased 8% in the third quarter of 2015as a result of an8% increase in REVPAR at our Las Vegas Strip resorts when compared to the same period in the prior year. Rooms revenue increased 5% for the nine months ended September 30, 2015 as a result of a 5% increase in REVPAR at our Las Vegas Strip resorts. The following table provides key hotel statistics for our Las Vegas Strip resorts:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Occupancy		96	%		95	%		94	%		94	%
Average Daily Rate (ADR)	$	141		$	131		$	147		$	140
Revenue per Available Room (REVPAR)		135			124			138			132

Food and beverage revenue for the three months ended September 30, 2015 increased 1% compared to the prior year as a result of an increase in convention and banquet business. For the nine months ended September 30, 2015, food and beverage revenue increased 2% compared to the prior year period due to an increase in convention and banquet business and the opening of several new outlets. Entertainment revenue decreased 4% for the three and nine months ended September 30, 2015, compared to the prior year periods, due primarily to a decline in the revenue generated from in-house shows.

Adjusted Property EBITDA at our wholly owned domestic resorts increased 25% during the three months ended September 30, 2015 compared to the prior year quarter. Adjusted Property EBITDA margin for the third quarter of 2015 increased by 435 basis points to 25.1% compared to the prior year quarter due primarily to an increase in casino and rooms revenues as discussed above. Adjusted Property EBITDA at our wholly owned domestic resorts increased 10% during the nine months ended September 30, 2015 compared to the prior year period. Adjusted Property EBITDA margin for the nine months ended September 30, 2015 increased 168 basis points to 25.6% compared to the prior year period due primarily to an increase in casino and hotel revenues. Additionally, Adjusted Property EBITDA in both the prior year three and nine month periods was negatively affected by an increase in payroll and related expenses, including paid time off accruals.

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Casino revenue, net
VIP table games	$	244,818		$	399,381		$	791,563		$	1,376,766
Main floor table games		224,508			320,196			735,371			947,683
Slots		50,137			64,220			157,940			209,768
Casino revenue, net		519,463			783,797			1,684,874			2,534,217
Non-casino revenue		32,882			36,131			101,107			109,758
		552,345			819,928			1,785,981			2,643,975
Less: Promotional allowances		(23,308	)		(25,663	)		(69,998	)		(80,334	)
	$	529,037		$	794,265		$	1,715,983		$	2,563,641

For the three months ended September 30, 2015, net revenue for MGM China decreased 33% compared to the same period in the prior year, primarily as a result of a decrease in VIP table games revenue of 39%, as well as a decrease in main floor table games revenue of 30%. VIP table games turnover decreased 55% compared to the prior year quarter, while VIP table games hold percentage increased to 3.7% in the current year quarter from 2.7% in the prior year quarter.

MGM China’s Adjusted EBITDA for the three months ended September 30, 2015 and 2014 was $128 million and $214 million, respectively. Adjusted EBITDA margin decreased 268 basis points to 24.2% in the current year quarter, and was negatively affected by the decrease in both VIP and main floor table games revenues. Adjusted EBITDA decreased 39% excluding license fees of $9 million and $12 million for the three months ended September 30, 2015 and 2014, respectively.

Net revenue for the nine months ended September 30, 2015 decreased 33% compared to the same period in the prior year, primarily as a result of a decrease in VIP table games revenue of 43%, as well as a decrease in main floor table games revenue of 22%. VIP table games turnover decreased 53%, while VIP table games hold percentage increased to 3.4% for the nine months ended September 30, 2015 from 2.8% in the prior year period.

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MGM China’s Adjusted EBITDA for the nine months ended September 30, 2015and 2014 was $409million and $665 million, respectively. Adjusted EBITDA margin decreased 211 basis points to 23.8% for the nine months ended September 30, 2015, and was negatively affected by the decrease in bothVIP and main floor table games revenues. Adjusted EBITDA decreased 38% excluding license fees of $30 million and $43 millionfor the nine months ended September 30, 2015 and 2014, respectively.

Corporate and other. Corporate and other revenue includes revenue from corporate operations, management services and reimbursed costs revenue primarily related to our CityCenter management agreement. Corporate and other Adjusted EBITDA for the three and nine months ended September 30, 2015 improved due primarily to an increase in our share of operating income from CityCenter, including certain basis difference adjustments, as well as an increase in our share of operating income from Borgata. 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				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(In thousands)
Grand Victoria investment impairment charge	$	—	$	—	$	—	$	28,789
Other property transactions, net		7,123		6,794		12,665		11,733
	$	7,123	$	6,794	$	12,665	$	40,522

Other property transactions, net for the three and nine months ended September 30, 2015 and 2014 includes miscellaneous asset disposals and demolition costs. See Note 4 in the accompanying consolidated financial statements for discussion of the Grand Victoria investment impairment charges in 2014.

Operating Results – Income from Unconsolidated Affiliates

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

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2015		2014			2015		2014
	(In thousands)
Borgata	$	31,784	$	22,397		$	59,534	$	40,713
CityCenter		16,459		(6,719	)		139,575		6,272
Other		9,107		7,325			18,522		18,978
	$	57,350	$	23,003		$	217,631	$	65,963

Our share of Borgata’s operating income increased $9 million in the three months ended September 30, 2015 due primarily to an increase in casino revenues.Our share of CityCenter’s operating income, including certain basis difference adjustments, for the three months ended September 30, 2015 was $16 million. Casino revenues at Aria increased 11%, due to a 3% increase in table games volume and an increase in hold percentage to 22.6% in the current year quarter compared to 21.7% in the prior year quarter. Slots revenue increased 5% primarily as a result of a 3% increase in slots volume. REVPAR increased by 7% at both Aria and Vdara which led to a 4% increase in CityCenter’s rooms revenue in the current quarter compared to the prior year quarter. CityCenter’s operating income in the current year quarter also benefited from an $8 million decrease in general and administrative expense related to legal and professional fees and a decrease in depreciation expense of $27 million as a result of certain furniture and equipment becoming fully depreciated in December 2014. In addition, property transactions, net declined $4 million compared to the prior year quarter.

Our share of Borgata’s operating income increased $19 million for the nine months ended September 30, 2015 compared to the same period in 2014 due to an increase in casino and non-casino revenues. Our share of CityCenter’s operating income, including certain basis difference adjustments, for the nine months ended September 30, 2015 was $140 million and included $80 million related to our share of a gain recognized by CityCenter as a result of the final resolution of its construction litigation and related settlements. Casino revenues at Aria were flat compared to the prior year period.  Slots volume increased 4%, offset by a 1% decrease in table games volume and a decrease in table games hold percentage to 22.7% in the nine months ended September 30, 2015 compared to 24.1% for the same period in 2014. Rooms revenue at CityCenter increased 4% due to an increase in REVPAR of 6% and 7% at Aria

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and Vdara, respectively. CityCenter’s operating income for the nine months ended September 30, 2015 benefited from a decrease of $16 million in general and administrative expense related to legal and professional fees and a decrease in depreciation expense of $75 millionas a result of certain furniture and equipment becoming fully depreciated in December 2014.

Non-operating Results

Interest expense

Gross interest expense for the three months ended September 30, 2015 increased $2 million compared to the prior year period due to an increase in the average outstanding amounts borrowed under the MGM Grand Paradise credit facility and an increase in the amortization of debt issuance costs resulting from costs incurred associated with the refinancing of the MGM China credit facility in June 2015, partially offset by a decrease in the average outstanding debt balance related to our senior notes.

Gross interest expense increased $24 million for the nine months ended September 30, 2015 compared to the prior year period due to an increase in the weighted average interest rate of our senior notes, an increase in average outstanding amounts borrowed under the MGM Grand Paradise credit facility and an increase in the amortization of debt issuance costs related to the MGM Grand Paradise credit facility.

Capitalized interest was $19 million and $42 million during the three and nine months ended September 30, 2015, respectively, compared to $6 million and $14 million during the three and nine months ended September 30, 2014, respectively. The increase in both the three and nine month periods was due primarily to the MGM Cotai, National Harbor and Springfield projects.

Non-operating items from unconsolidated affiliates

Non-operating expense from unconsolidated affiliates decreased by $9 million for the nine months ended September 30, 2015, due to a decrease in interest expense at CityCenter, as well as a loss recorded in the prior year period related to the refinancing of CityCenter’s credit facility.

Income taxes

We recorded income tax benefit of $16 million and $77 million for the three and nine months ended September 30, 2015, respectively, compared to an income tax provision of $10 million and an income tax benefit of $44 million for the three and nine months ended September 30, 2014, respectively. Because we no longer have federal income tax net operating loss carryforwards at December 31, 2014, the amount of foreign tax credit utilization increases in 2015 compared to 2014, resulting in greater overall income tax benefit in 2015 than in 2014. The income tax benefit was reduced in part by additional valuation allowance recorded against the foreign tax credit deferred tax asset in the nine months ended September 30, 2015. The annual effective tax rate calculation for all periods is impacted by assumptions made regarding projected foreign tax credit usage and valuation allowance. See Note 2 in the accompanying consolidated financial statements for further discussion of these assumptions.

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 reportable segment or operating segment, as applicable. 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 and Adjusted Property 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 evaluating 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

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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 or Adjusted Property EBITDA. Also, other companies in the gaming and hospitality industries that report Adjusted EBITDA or Adjusted Property EBITDA information may calculate Adjusted EBITDA or Adjusted Property EBITDA in a different manner.

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Adjusted EBITDA	$	525,752		$	505,902		$	1,723,656		$	1,736,686
Preopening and start-up expenses		(16,510	)		(10,233	)		(50,270	)		(25,628	)
Property transactions, net		(7,123	)		(6,794	)		(12,665	)		(40,522	)
Depreciation and amortization		(204,742	)		(202,386	)		(619,719	)		(613,111	)
Operating income		297,377			286,489			1,041,002			1,057,425
Non-operating income (expense)
Interest expense, net of amounts capitalized		(191,781	)		(202,835	)		(611,288	)		(616,158	)
Other, net		(27,354	)		(23,064	)		(72,436	)		(71,018	)
		(219,135	)		(225,899	)		(683,724	)		(687,176	)
Income before income taxes		78,242			60,590			357,278			370,249
Benefit (provision) for income taxes		16,493			(10,208	)		76,570			44,401
Net income		94,735			50,382			433,848			414,650
Less: Net income attributable to noncontrolling interests		(28,310	)		(70,652	)		(100,114	)		(222,260	)
Net income (loss) attributable to MGM Resorts International	$	66,425		$	(20,270	)	$	333,734		$	192,390

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

	Three Months Ended September 30, 2015
				Preopening			Property		Depreciation
	Operating			andStart-up			Transactions,		and		Adjusted
	Income(Loss)			Expenses			Net		Amortization		EBITDA
	(In thousands)
Bellagio	$	72,646		$	—		$	153	$	23,028	$	95,827
MGM Grand Las Vegas		43,889			—			17		18,276		62,182
Mandalay Bay		29,180			—			1,506		19,275		49,961
The Mirage		16,390			—			2		10,790		27,182
Luxor		12,490			(1	)		36		9,170		21,695
New York-New York		19,023			1			878		4,929		24,831
Excalibur		17,606			—			46		3,621		21,273
Monte Carlo		11,345			1			1,070		8,956		21,372
Circus Circus Las Vegas		8,504			—			9		3,864		12,377
MGM Grand Detroit		27,254			—			—		6,118		33,372
Beau Rivage		20,161			—			7		6,511		26,679
Gold Strike Tunica		8,617			—			5		2,938		11,560
Other resort operations		2,963			—			—		15		2,978
Wholly owned domestic resorts		290,068			1			3,729		117,491		411,289
MGM China		62,833			3,491			139		61,762		128,225
Unconsolidated resorts		56,380			970			—		—		57,350
Management and other operations		3,238			298			123		1,932		5,591
		412,519			4,760			3,991		181,185		602,455
Stock compensation		(7,386	)		—			—		—		(7,386	)
Corporate		(107,756	)		11,750			3,132		23,557		(69,317	)
	$	297,377		$	16,510		$	7,123	$	204,742	$	525,752

	Three Months Ended September 30, 2014
				Preopening		Property			Depreciation
	Operating			and Start-up		Transactions,			and		Adjusted
	Income (Loss)			Expenses		Net			Amortization		EBITDA
	(In thousands)
Bellagio	$	65,589		$	—	$	284		$	22,547	$	88,420
MGM Grand Las Vegas		33,236			—		44			20,567		53,847
Mandalay Bay		10,478			—		1,606			17,712		29,796
The Mirage		4,896			416		288			12,244		17,844
Luxor		8,018			2		50			9,493		17,563
New York-New York		15,854			—		84			4,583		20,521
Excalibur		9,828			—		28			3,834		13,690
Monte Carlo		8,646			107		19			5,378		14,150
Circus Circus Las Vegas		2,133			42		69			3,849		6,093
MGM Grand Detroit		26,164			—		2,411			6,008		34,583
Beau Rivage		13,049			—		392			6,612		20,053
Gold Strike Tunica		7,462			—		—			3,052		10,514
Other resort operations		(1,107	)		—		1,468			543		904
Wholly owned domestic resorts		204,246			567		6,743			116,422		327,978
MGM China		140,257			1,467		52			72,020		213,796
Unconsolidated resorts		22,986			17		—			—		23,003
Management and other operations		3,138			—		—			2,046		5,184
		370,627			2,051		6,795			190,488		569,961
Stock compensation		(7,275	)		—		—			—		(7,275	)
Corporate		(76,863	)		8,182		(1	)		11,898		(56,784	)
	$	286,489		$	10,233	$	6,794		$	202,386	$	505,902

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	Nine Months Ended September 30, 2015
				Preopening			Property		Depreciation
	Operating			and Start-up			Transactions,		and		Adjusted
	Income (Loss)			Expenses			Net		Amortization		EBITDA
	(In thousands)
Bellagio	$	220,097		$	—		$	337	$	68,363	$	288,797
MGM Grand Las Vegas		144,505			—			99		55,434		200,038
Mandalay Bay		104,064			—			2,662		58,019		164,745
The Mirage		59,970			50			1,302		34,479		95,801
Luxor		33,993			(2	)		88		28,243		62,322
New York-New York		60,932			(74	)		1,142		15,040		77,040
Excalibur		48,514			—			128		10,956		59,598
Monte Carlo		41,289			2			1,599		20,848		63,738
Circus Circus Las Vegas		19,582			281			9		11,696		31,568
MGM Grand Detroit		91,799			—			—		17,924		109,723
Beau Rivage		47,217			—			7		19,560		66,784
Gold Strike Tunica		25,280			—			14		8,850		34,144
Other resort operations		4,467			—			—		466		4,933
Wholly owned domestic resorts		901,709			257			7,387		349,878		1,259,231
MGM China		192,805			10,332			968		204,793		408,898
Other unconsolidated resorts		215,218			2,413			—		—		217,631
Management and other operations		22,104			842			1,079		5,778		29,803
		1,331,836			13,844			9,434		560,449		1,915,563
Stock compensation		(22,280	)		—			—		—		(22,280	)
Corporate		(268,554	)		36,426			3,231		59,270		(169,627	)
	$	1,041,002		$	50,270		$	12,665	$	619,719	$	1,723,656

	Nine Months Ended September 30, 2014
				Preopening		Property			Depreciation
	Operating			and Start-up		Transactions,			and		Adjusted
	Income (Loss)			Expenses		Net			Amortization		EBITDA
	(In thousands)
Bellagio	$	241,467		$	—	$	857		$	66,864	$	309,188
MGM Grand Las Vegas		108,597			197		243			61,414		170,451
Mandalay Bay		78,413			1,133		1,845			57,408		138,799
The Mirage		41,850			438		2,236			37,649		82,173
Luxor		28,559			2		50			28,252		56,863
New York-New York		56,496			102		426			13,602		70,626
Excalibur		41,888			—		359			11,039		53,286
Monte Carlo		36,751			1,486		176			15,631		54,044
Circus Circus Las Vegas		6,978			78		61			11,498		18,615
MGM Grand Detroit		87,622			—		2,489			17,491		107,602
Beau Rivage		32,691			—		951			19,541		53,183
Gold Strike Tunica		20,478			—		265			9,523		30,266
Other resort operations		(2,962	)		—		1,460			1,628		126
Wholly owned domestic resorts		778,828			3,436		11,418			351,540		1,145,222
MGM China		438,958			6,792		(4	)		219,263		665,009
Other unconsolidated resorts		65,826			137		—			—		65,963
Management and other operations		30,153			—		1			6,984		37,138
		1,313,765			10,365		11,415			577,787		1,913,332
Stock compensation		(20,367	)		—		—			—		(20,367	)
Corporate		(235,973	)		15,263		29,107			35,324		(156,279	)
	$	1,057,425		$	25,628	$	40,522		$	613,111	$	1,736,686

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Liquidity and Capital Resources

Cash Flows

Our cash and cash equivalents at September 30, 2015 were $1.8 billion, which included $808 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 earnings and distributions from unconsolidated affiliates. Cash provided by operating activities was $738 million for the nine months ended September 30, 2015 compared to cash provided by operating activities of $1.0 billion in the prior year period. Operating cash flows decreased due to a decrease in operating income at MGM China in the current year period, partially offset by an increase in operating income at our wholly owned domestic resorts. Operating cash flows related to MGM China were $316 million for the nine months ended September 30, 2015 compared to $572 million in the prior year period.

Investing activities. We made capital expenditures of $1.0 billion for the nine months ended September 30, 2015, of which $405 million related to MGM China, excluding development fees and capitalized interest on development fees eliminated in consolidation. Capital expenditures at MGM China included $372 million related to the construction of MGM Cotai and $33 million related to projects at MGM Macau. Capital expenditures at our wholly owned domestic resorts and corporate entities of $595 million included $247 million and $33 million related to the construction of MGM National Harbor and MGM Springfield, respectively, various room remodels including the tower rooms at Mandalay Bay and the suites at Bellagio, construction of additional exhibit space at the Mandalay Bay Convention Center, construction of The Park entertainment district, and restaurant 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.

We made capital expenditures of $617 million for the nine months ended September 30, 2014, of which $282 million related to MGM China, excluding capitalized interest on development fees, and $54 million related to the construction of MGM National Harbor. Capital expenditures at MGM China included $251 million related to the construction of MGM Cotai and $31 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.

Investments in and advances to unconsolidated affiliates primarily represented investments in CityCenter pursuant to the completion guarantee and investments in the Las Vegas Arena Company for the nine months ended September 30, 2015 and 2014. For the nine months ended September 30, 2015, investing activities also included proceeds of $20 million related to the sale of Railroad Pass and Gold Strike Jean, $203 million of distributions received from unconsolidated affiliates, which includes a $200 million distribution paid by CityCenter in April 2015, $200 million invested in certificates of deposit with original maturities longer than 90 days and proceeds of $770 million related to the maturity of certificates of deposit with original maturities longer than 90 days. For the nine months ended September 30, 2014, investing activities included activity related to the investment of funds held by the trust that held our 50% ownership in Borgata prior to its dissolution in September 2014.

Financing activities. In the nine months ended September 30, 2015, we borrowed net debt of $109 million, which included $1.0 billion of borrowings under the MGM Grand Paradise credit facility and the repayment of the $875 million 6.625% senior notes at maturity in July 2015 using cash on hand. Additionally, we paid $46 million of debt issuance costs related to the refinancing of the MGM Grand Paradise credit facility. During the nine months ended September 30, 2014, we repaid net debt of $530 million, which included the repayment of the $509 million 5.875% senior notes at maturity in February 2014.

MGM China paid a $400 million special dividend in March 2015, a $120 million final dividend in June 2015 and a $76 million interim dividend in August 2015, of which $196 million, $59 million and $37 million was distributed to noncontrolling interests, respectively. MGM China paid a $499 million special dividend in March 2014, a $127 million final dividend in June 2014 and a $137 million interim dividend in September 2014, of which $245 million, $62 million and $67 million was distributed to noncontrolling interests, respectively.

Additionally, we received $5 million in the nine months ended September 30, 2015 related to proceeds from the issuance of non-voting membership interests in MGM National Harbor.

Other Factors Affecting Liquidity

Anticipated uses of cash. We have significant outstanding debt and contractual obligations in addition to planned capital expenditures. At September 30, 2015, we had $12.8 billion of indebtedness, including $2.7 billion of borrowings outstanding under

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our $3.9 billion senior credit facility, and $1.6billion of borrowings outstanding under the $3.0 billion MGM Grand Paradise credit facility.We have an estimated $777 million of cash interest payments based on current outstanding debt and applicable interest rates within the next twelve months.We expect to meet our current debt maturities and planned capital expenditure requirements with future anticipated operating cash flows, cash and cash equivalents, and available borrowings under our senior credit facility.

In addition, we have made significant investments through September 30, 2015 and we expect to make capital investments as described below during the full year 2015. See “Executive Overview” for further information regarding the scope and timing of our significant development projects.

· $430 million in capital expenditures at our wholly owned domestic resorts and corporate entities, excluding MGM National Harbor and MGM Springfield;

· $370 million in capital expenditures, including land costs, related to the MGM National Harbor project;

· $20 million in capital expenditures, including land costs, related to the MGM Springfield project; and

· $50 million investment in our Las Vegas Arena project.

During the full year 2015, MGM China expects to spend approximately $60 million in capital improvements at MGM Macau and $600 million on the MGM Cotai project, excluding capitalized interest and land related costs.

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 18 acre site on the Cotai Strip in 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 installments. As of September 30, 2015, MGM China had paid $130 million of the contract premium, including interest due on the semi-annual installments. Including interest on the three remaining semi-annual installments, MGM China has approximately $44 million remaining payable for the land concession contract.

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, 2014. There have been no significant changes in our critical accounting policies and estimates since year end, except as discussed below.

In accordance with the provisions of Accounting Standards Codification topic 350, Intangibles—Goodwill and Other ("ASC 350"), we test goodwill at least annually or more frequently should an event occur or circumstances indicate that the carrying amount may be impaired. We perform our annual impairment test for goodwill in the fourth quarter of each fiscal year. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on our budgeted future results discounted using a weighted average cost of capital, developed using a standard capital asset pricing model based on guideline companies in our industry, and market indicators of terminal year capitalization rates, as well as a market approach that utilizes business enterprise value multiples based on a range of multiples in our peer group.

Due to a significant decrease in MGM China’s cash flows as well as a decline in the market capitalization of MGM China relative to its net book value, we performed an interim impairment test of goodwill related to the MGM China reporting unit in the second quarter of 2015. As of the date we completed our 2015 interim goodwill impairment analysis, the estimated fair value of our MGM China reporting unit exceeded its carrying value by 9%. Therefore, we concluded that goodwill related to the MGM China reporting unit was not impaired. There are several estimates inherent in evaluating these assets for impairment. In particular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. In addition, the determination of multiples, capitalization rates and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions. Management makes significant judgments and estimates as part of these analyses. If future operating results of MGM China do not meet current expectations it could cause its carrying value to exceed its fair value in future periods, potentially resulting in a goodwill impairment charge.

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Market Risk

In addition to the inherent risks associated with our normal operations, we are also exposed to additional market risks. Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed-rate borrowings and short-term borrowings under our bank credit facilities. A change in interest rates generally does not have an impact upon our future earnings and cash flow for fixed-rate debt instruments. As fixed-rate debt matures, however, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by changes in interest rates. This effect would be realized in the periods subsequent to the periods when the debt matures. We do not hold or issue financial instruments for trading purposes and do not enter into derivative transactions that would be considered speculative positions.

As of September 30, 2015, variable rate borrowings represented 33% of our total borrowings. Assuming a 100 basis-point increase in LIBOR (in the case of the term loan B facility, over the 1% floor specified in our senior credit facility), our annual interest cost would increase by $27 million based on gross amounts outstanding at September 30, 2015. Assuming a 100 basis-point increase in HIBOR for the MGM Grand Paradise credit facility, our annual interest cost would increase by $16 million based on amounts outstanding at September 30, 2015. The following table provides additional information about our gross long-term debt subject to changes in interest rates:  

																						Fair Value
	Debt maturing in																					September 30,
	2015			2016			2017			2018			2019			Thereafter			Total			2015
	(In millions)
Fixed-rate	$	—		$	1,476		$	743		$	475		$	850		$	5,004		$	8,548		$	8,851
Average interest rate	N/A				8.3	%		7.6	%		11.9	%		8.6	%		6.6	%		7.5	%
Variable rate	$	7		$	28		$	1,104		$	797		$	2,347		$	—		$	4,283		$	4,260
Average interest rate		3.3	%		3.3	%		2.9	%		2.0	%		3.0	%	N/A				2.8	%

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 September 30, 2015, a 1% increase in the Hong Kong dollar (the functional currency of MGM China) to the U.S. dollar exchange rate would impact the carrying value of our cash balance by $8 million and a 1% decrease in the exchange rate would impact the carrying value of our debt balance by $16 million.

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 and ultimate decision to complete the REIT transaction and related financing transactions in the first quarter of 2016 or at all, the anticipated terms of any such REIT transaction, including the terms of the master lease, and the realization of any potential advantages, benefits and the impact of, and opportunities created by, the REIT transaction, expected market growth in Macau, our ability to generate significant cash flow and execute on ongoing and future projects, such as the Profit Growth Plan, the expected results of the Profit Growth Plan, amounts we will spend in capital expenditures and investments, the opening of strategic resort developments, the estimated costs and components associated with those developments, dividends we will receive from MGM China or distributions we will receive from CityCenter and amounts projected to be realized as deferred tax assets. The foregoing is not a complete list of all forward-looking statements we make.

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

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

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· current and future economic,capital and credit market conditions could adversely affect our ability to service or refinance our indebtedness and to make planned expenditures and investments as well as strategic initiatives such as the proposed REIT transaction;  

· 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, including whether or when we may be able to complete the proposed REIT transaction;

· the impact on our business of economic and market conditions in the markets in which we operate and in the locations in which our customers reside;

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

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

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

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

· our ability to recognize our foreign tax credit deferred asset and the variability of the valuation allowance we may apply against such deferred tax asset;

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

· the concentration of a majority 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, and to disease epidemics;

· the fact that co-investing in properties, including our investment in 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 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;

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· 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; and

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

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 September 30, 2015 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 September 30, 2015, 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

Shareholder litigation. In 2009 various shareholders filed six lawsuits in Nevada federal and state court against the Company and various of its former and current directors and officers alleging federal securities laws violations and/or related breaches of fiduciary duties in connection with statements allegedly made by the defendants during the period August 2007 through the date of such lawsuit filings in 2009 (the “class period”). In general, the lawsuits assert the same or similar allegations, including that during the relevant period defendants artificially inflated the Company’s common stock price by knowingly making materially false and misleading statements and omissions to the investing public about the Company’s financial statements and condition, operations, CityCenter, and the intrinsic value of the Company’s common stock; that these alleged misstatements and omissions thereby enabled certain Company insiders to derive personal profit from the sale of Company common stock to the public; that defendants caused plaintiffs and other shareholders to purchase Company common stock at artificially inflated prices; and that defendants imprudently implemented a share repurchase program to the detriment of the Company. The lawsuits seek unspecified compensatory damages, restitution and disgorgement of alleged profits and/or attorneys’ fees and costs in amounts to be proven at trial, as well as injunctive relief related to corporate governance.

The state and federal court derivative actions were dismissed pursuant to defendants’ motions. Only two of these lawsuits remain pending. The lawsuits are:

In re MGM MIRAGE Securities Litigation, Case No. 2:09-cv-01558-GMN-LRL. In November 2009, the U.S. District Court for Nevada consolidated the Robert Lowinger v. MGM MIRAGE, et al. (Case No. 2:09-cv-01558-RCL-LRL, filed August 19, 2009) and Khachatur Hovhannisyan v. MGM MIRAGE, et al. (Case No. 2:09-cv-02011-LRH-RJJ, filed October 19, 2009) putative class actions under the caption "In re MGM MIRAGE Securities Litigation." The cases name the Company and certain former and current directors and officers as defendants and allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder. After transfer of the cases in 2010 to the Honorable Gloria M. Navarro, the court appointed several employee retirement benefits funds as co-lead plaintiffs and their counsel as co-lead and co-liaison counsel. In January 2011, lead plaintiffs filed a consolidated amended complaint, alleging that between August 2, 2007 and March 5, 2009, the Company, its directors and certain of its officers violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 thereunder.

In September 2013, the court denied defendants’ motion to dismiss plaintiffs’ amended complaint. Defendants answered the amended complaint, the court entered a scheduling order and discovery is proceeding. Plaintiffs filed a motion for class certification in November 2014. Defendants filed their opposition to class certification in February 2015. The court heard oral argument on the class certification motion on April 21, 2015 and took the matter under advisement. No trial date has been set in this case.

In July 2015, the lead plaintiffs and defendants agreed in principle to settle the securities class actions. In August 2015, the lead plaintiffs and defendants entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”). Under the terms of the Settlement Agreement, the claims against the Company and the named former and current directors and officers will be dismissed with prejudice and released in exchange for a $75 million cash payment by the Company’s directors and officers liability insurers. In August 2015, the lead plaintiffs filed with the court an Unopposed Motion for Preliminary Approval of the Settlement Agreement. In September 2015, the court entered an Order Preliminarily Approving Settlement, and scheduled a hearing for December 15, 2015 to determine whether to grant final approval to the settlement. If the court grants final approval of the Settlement Agreement and enters the proposed judgment, all claims in these cases against the Company and the individual defendants will be resolved. In the event that defendants are unable to obtain final court approval of the Settlement Agreement, the Company and all other defendants will continue to vigorously defend against the claims asserted in these securities cases.

Other. We and our subsidiaries are also defendants in various other lawsuits, most of which relate to routine matters incidental to our business. We do not believe that the outcome of such pending litigation, considered in the aggregate, will have a material adverse effect on the Company.

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, 2014. There have been no material changes to those factors for the nine months ended September 30, 2015, except as discussed below.

There are risks associated with our proposed REIT transactions.On October 29, 2015, we announced the formation of MGP and our intention that it elect to be taxed as a REIT for U.S. Federal income tax purposes following the proposed contribution of Properties and related debt and equity financing transactions, including the IPO of MGP shares as reflected in a draft confidential registration statement filed with the SEC. Following the completion of the IPO and the filing of its election to be taxed as a REIT,

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MGP would be a publicly traded, controlled REIT primarily engaged in owning, acquiring and leasing large-scale casino resort properties, which include casino gaming, hotel, convention, dining, entertainment, retail and mixed-use facilities, and other resort amenities.

The completion of the proposed REIT transactions and IPO is subject to numerous conditions and the finalization of terms relating to the transactions, which are subject to a number of variables, including changes in market conditions, and may not occur on favorable terms or at all. We have not yet determined the number of shares that will be sold in the proposed IPO or the valuation of such shares. Therefore, the amount of cash we expect to raise in connection with the proposed IPO and related transactions, and the degree to which we are able to reduce our indebtedness, is uncertain.

In connection with the proposed REIT transactions and IPO:

· our stock price could fluctuate significantly in response to developments relating to the proposed REIT transactions and IPO or other action or market speculation regarding the proposed REIT transactions and IPO; 

· we will incur substantial increases in general and administrative expense associated with the need to retain and compensate third-party consultants and advisors (including legal counsel); and

· although we have not made any determination regarding whether we will dispose of our interest in MGP and the operating partnership following the proposed transactions, to the extent that further dispositions result in our owning less than a controlling interest in MGP, MGP’s financial results may no longer be consolidated with our financial results and we may be required to report MGP’s operating results as discontinued operations, which may materially and adversely affect our consolidated results of operations.

We may not complete the proposed REIT transactions and IPO, in which event we will have incurred significant expenses that we will be unable to recover, and for which we will not receive any benefit. If the proposed IPO is completed, MGP would be a new publicly traded company. We cannot make any assurances that the proposed IPO, if completed, will increase our market value.

We may not achieve some or all of the expected benefits of the proposedREIT transactions and IPO.We may not be able to achieve the full strategic and financial benefits expected to result from the proposed REIT transactions and IPO, or such benefits may be delayed. If we are unable to achieve the strategic and financial benefits expected to result from the proposed REIT transactions and IPO, our business, financial condition and results of operations could be materially adversely affected.

Tracinda owns a significant amount of our common stock and may be able to exert significant influence over matters requiring stockholder approval. As of September 30, 2015, Tracinda Corporation beneficially owned approximately 16% of our outstanding common stock and as a result, Tracinda may be able to exercise significant influence over any matter requiring stockholder approval, including the approval of significant corporate transactions. Upon Mr. Kerkorian’s passing, Tracinda’s position in our common stock became subject to the terms of Mr. Kerkorian’s last will and testament, which provides for an orderly disposition of Tracinda’s position in our common stock. As a result, we expect that Tracinda’s ownership of our common stock will decline in the future.

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

None.

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Item 6. Exhibits 

10.1	Profit Growth Share Incentive Plan of the Company.
10.2	Form of Performance Share Units Agreement (Profit Growth Share Incentive Plan) of the Company.
10.3	Form of Freestanding Stock Appreciation Right Agreement of the Company effective for awards granted in October 2015 and thereafter.
10.4	Form of Restricted Stock Units Agreement of the Company effective for awards granted in October 2015 and thereafter.
10.5	Form of Restricted Stock Units Agreement of the Company (Performance) effective for awards granted in October 2015 and thereafter.
10.6	Form of Performance Share Units Agreement of the Company effective for awards granted in October 2015 and thereafter.
10.7	Employment Agreement, effective as of May 4, 2015, between the Company and Daniel J. D’Arrigo (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 28, 2015).
31.1	Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
31.2	Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101	The following information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets at September 30, 2015 (unaudited) and December 31, 2014 (audited); (ii) Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014; (iii) Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2015 and 2014; (iv) Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014; 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: November 6, 2015	By:	/s/ JAMES J. MURREN
		James J. Murren
		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
Date: November 6, 2015		/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

MGM RESORTS INTERNATIONAL

PROFIT GROWTH SHARE INCENTIVE PLAN

PURPOSE

The MGM RESORTS INTERNATIONAL Profit Growth Share Incentive Plan (the “Plan”) is designed to reward eligible employees of MGM RESORTS INTERNATIONAL (the “Company”) and its affiliates and subsidiaries for their efforts in connection with the Company’s enhancement of business operations in connection with the Company’s Profit Growth Plan.

ARTICLE 1

ELIGIBILITY AND PARTICIPATION

Section 1.1  The Compensation Committee (the “Committee”) of the Company’s Board of Directors, in its discretion, shall select employees of the Company and its affiliates and subsidiaries to participate in the Plan (the “Participants”).  Participation in the Plan shall be limited to employees who are classified in the Company’s payroll classification system in a payroll code of level 19 or above and will generally be limited to the following groups: senior corporate leadership, property presidents/general managers, property chief financial officers, corporate department heads, employees employed by the program management office, initiative team leads, and select property and corporate department vice presidents, executive directors and directors; provided that the Committee retains the discretion to choose which employees actually become Participants in the Plan.  If any Participant ceases to provide services to the Company or any affiliate or subsidiary prior to or on December 31, 2016, such Participant shall not be entitled to receive a bonus award.

ARTICLE 2

PERFORMANCE OBJECTIVE

Section 2.1  If the Committee determines that the aggregate value of EBITDA achieved through the initiatives currently identified in the Company’s Profit Growth Plan, as well as future initiatives adopted by the Project Management Office and incorporated into the Profit Growth Plan, is at least $300 million, calculated as an annual run rate based on actual results achieved as of December 31, 2016 as a result of all initiatives implemented under the Profit Growth Plan and normalized to account for events other than the Profit Growth Plan that affect the Company’s EBITDA (the “Performance Objective”), then each Participant who is still providing services to the Company or an affiliate or subsidiary as of December 31, 2016 shall be entitled to receive a bonus award under the Plan.  If the Company does not achieve the Performance Objective (as determined by the Committee), then no Participant shall be entitled to a bonus award under this Plan, and, to the extent applicable, any such bonus award already granted shall be forfeited in accordance with Article 3.

ARTICLE 3

DETERMINATION OF BONUS AWARDS

Section 3.1  All awards under the Plan shall be in the form of performance share units (“PSUs”) granted under the terms of the Company’s Amended and Restated 2005 Omnibus Incentive Plan and the Company’s standard Form of Bonus PSU Award Agreement as then in effect; provided that such PSUs shall be subject to immediate forfeiture as of December 31, 2016, if the Performance Objective is not achieved.  In addition, such PSUs shall be subject to immediate forfeiture upon any termination of the applicable Participant’s employment with the Company or any affiliate or subsidiary for any reason on or prior to December 31, 2016 (but shall generally not be subject to forfeiture solely as a result of the Participant’s termination of employment after December 31, 2016).  

Section 3.2  In October 2015, Participants shall, subject to approval of the Committee, receive, in full settlement of such Participants’ rights to an award under this Plan, an award of PSUs on the terms and conditions described in Section 3.1.  The target number of PSUs will have an Accounting Value as of the date of grant of such PSUs equal to the award such Participant is eligible to earn under this Plan.  For this purpose, “Accounting Value” means the accounting value calculated under procedures approved or modified by the Committee from time to time.

ARTICLE 4

OTHER TERMS AND CONDITIONS

Section 4.1  No person shall have any legal claim to be granted an award under the Plan and the Committee shall have no obligation to treat Participants uniformly. Except as may be otherwise required by law, bonus awards under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary. Bonuses awarded under the Plan shall be payable from the general assets of the Company and no Participant shall have any claim with respect to any specific assets of the Company.

Section 4.2  Neither the Plan nor any action taken under the Plan shall be construed as giving any employee the right to be retained in the employ of the Company or any subsidiary or to obligate the Company or any subsidiary to maintain any employee’s compensation at any level.

Section 4.3  The Company or any of its subsidiaries may deduct from any award any applicable withholding taxes or any amounts owed by the employee to the Company or any of its subsidiaries.

Section 4.4  All awards under this Plan shall be subject to Company’s Policy on Recovery of Incentive Compensation in Event of Financial Restatement (or any successor policy) as in effect from time to time, and shall be considered a bonus for purposes of such policy.  In addition, any award granted hereunder shall be subject to recovery (in whole or in part) by the Company to the minimum extent required by applicable law and/or stock exchange listing requirements.

Section 4.5  The Company intends that the Plan and all bonus awards avoid the imposition of additional taxes, interest, and penalties pursuant to Section 409A of the Code and, accordingly, the Plan shall be interpreted to that end. Notwithstanding any contrary provision in the Plan, any payments of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be paid under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of his or her termination of employment (which for this purpose shall mean a “separation from service” under Section 409A of the Code) shall be delayed for the first six months following such termination (or, if earlier, the date of death of the specified employee) and shall instead be paid on the first payroll date that immediately follows the end of such six-month period (or the first payroll date scheduled after the death of the specified employee).

Section 4.6.  The Plan shall become effective upon its adoption by the Committee.

ARTICLE 5

ADMINISTRATION

Section 5.1  The Committee shall have full power and authority to administer and interpret the provisions of the Plan and to adopt such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Committee deems necessary or advisable.

Section 5.2  The Committee shall have full power to delegate to any officer or employee of the Company the authority to administer and interpret the procedural aspects of the Plan, subject to the Plan’s terms, including adopting and enforcing rules to decide procedural and administrative issues.

Section 5.3  The Committee may rely on opinions, reports or statements of officers or employees of the Company or any subsidiary thereof and of Company counsel (inside or retained counsel), public accountants and other professional or expert persons.

Section 5.4  The Board of Directors and the Committee reserve the right to amend or terminate the Plan in whole or in part at any time. Unless otherwise prohibited by applicable law, any amendment required to conform the Plan to the requirements of applicable law may be made by the Committee.

Section 5.5  No member of the Committee shall be liable for any action taken or omitted to be taken or for any determination made by him or her in good faith with respect to the Plan, and the Company shall indemnify and hold harmless each member of the Committee against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any act or omission in connection with the administration or interpretation of the Plan, unless arising out of such person’s own fraud or bad faith.

2

Section 5.6  The place of administration of the Plan shall be the State of Nevada, and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Delaware.

3

EX-10.2

Exhibit 10.2

FORM

Profit Growth Share Incentive Plan

MGM RESORTS INTERNATIONAL

FORM OF PERFORMANCE SHARE UNITS AGREEMENT

Target No. of Performance Share Units:

This Agreement (including its Exhibits, the “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and [NAME] (the “Participant”) with an effective date of [GRANT DATE].

RECITALS

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

B. The Board believes that the grant of Performance Share Units will stimulate the interest of selected employees in, and strengthen their desire to remain with, the Company or a Parent or Subsidiary (as those terms are hereinafter defined).

C. The Compensation Committee of the Board (the “Committee”) has authorized the grant of Performance Share Units to the Participant pursuant to the terms of the Plan and this Agreement.

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

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

1. Definitions.

1.1 “Beginning Average Stock Price” means the average closing price of the Company’s Stock over the 60 calendar day period ending on the date of grant.

1.2 “Change of Control” means

A. the date that a reorganization, merger, consolidation, recapitalization, or similar transaction is consummated, unless: (i) at least 50% of the outstanding voting securities of the surviving or resulting entity (including, without limitation, an entity which as a result of such transaction owns the Company either directly or through one or more subsidiaries) (“Resulting Entity”) are beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the outstanding voting securities of the Corporation immediately prior to such transaction in substantially the same proportions as their beneficial ownership, immediately prior to such transaction, of the outstanding voting securities of the Corporation and (ii) immediately following such transaction no person or persons acting as a group beneficially owns capital stock of the Resulting Entity possessing thirty-five percent (35%) or more of the total voting power of the stock of the Resulting Entity;

B. the date that a majority of members of the Company’s Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board before the date of the appointment or election;

C. the date that any one person, or persons acting as a group, acquires (or has or have acquired as of the date of the most recent acquisition by such person or persons) beneficial ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company; or

D. the date that any one person acquires, or persons acting as a group acquire (or has or have acquired as of the date of the most recent acquisition by such person or persons), assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.

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

1.4 “Employer” means the Company, the Subsidiaries and any Parent and affiliated companies, but specifically excludes Tracinda Corporation, its stockholder or stockholders, and its subsidiaries.

1.5 “Ending Average Stock Price” means the average closing price of the Company’s Stock over the 60 calendar day period ending on the third anniversary of the date of grant; provided, however, that in the event of a Change of Control, the “Ending Average Stock Price” shall equal the price per share of the Company’s Stock to be paid to the holders thereof in accordance with the definitive agreement governing the transaction constituting the Change of Control (or, in the absence of such agreement, the closing price per share of the Company’s Stock for the last trading day prior to the consummation of the Change of Control).

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

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

1.8 “Performance Share Units” means an award of Performance Shares granted to a Participant pursuant to Article 9 of the Plan.

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

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

1.11 “Stock Performance Multiplier” means the Company’s Ending Average Stock Price divided by the Target Price.

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

1.13 “Target Price” means 125% of the Company’s Beginning Average Stock Price.

2. Grant to Participant.  The Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, a target award of [NUMBER OF PSUs GRANTED] Performance Share Units (the “Target Award”).  Except as otherwise set forth in the Plan or this Agreement, (i) the grant of Performance Share Units represents the right to receive a percentage of the Target Award upon vesting of such Performance Share Units, with each Performance Share Unit that vests representing the right to receive one (1) share of Stock upon vesting thereof, (ii) unless and until the Performance Share Units have vested in accordance with the terms of this Agreement, the Participant shall not have any right to delivery of the shares of Stock underlying such Performance Share Units or any other consideration in respect thereof and (iii) the portion of the Target Award that vests hereunder shall be paid to the Participant within thirty (30) days following the date that the Target Award vests or the date(s) set forth in Sections 3.2 and 3.3, as applicable.

3. Terms and Conditions.

3.1 Award Subject to Profit Growth Stock Incentive Plan.  Notwithstanding anything herein to the contrary, no portion of the Performance Shares Units shall vest hereunder unless the Company achieves the performance objective (the “Performance Objective”) set forth in Section 2.1 of the Company’s Profit Growth Share Incentive Plan.  In the event the Committee determines that the Performance Objective was not achieved, the Performance Share Units shall be deemed forfeited in full effective as of December 31, 2016.  In the event that the Performance Objective is achieved, the Performance Share Units shall vest as set forth in this Section 3.

3.2Performance Period and Vesting.  Subject to Section 3.3 herein, a percentage of the Target Award shall vest, as described below, based on the performance of the Company’s stock price over the three year period beginning on the date of grant of this award and ending on third anniversary of such date of grant (the “Performance Period”).

(i) Target.  The Participant shall be paid the Target Award if the Ending Average Stock Price equals the Target Price.

(ii) Threshold.  The Participant shall not be paid any portion of the Target Award unless the Ending Average Stock Price is at least 60% of the Target Price.  If the Ending Average Stock Price is below 60% of the Target Price, all of the Performance Share Units awarded by this Agreement shall immediately be forfeited and cancelled without consideration as of the last day of the Performance Period.

(iii) Maximum.  In no event shall the Participant be awarded more than 160% of the Target Award.

(iv) In the event that the Ending Average Stock Price is at least 60% or more of the Target Price, then the Participant will receive a portion of the Target Award equal to the amount of the Target Award multiplied by the Stock Performance Multiplier; provided, however, in no event shall the Stock Price Multiplier be greater than 1.6.

Any Performance Share Units which vest in accordance with this Section 3.2 shall be paid to the Participant within thirty (30) days following the last day of the Performance Period.

3.3 Vesting and Termination.  Upon termination of employment with the Employer for any reason on or prior to December 31, 2016, the Performance Share Units shall be forfeited without any consideration.  From and after January 1, 2017, the Performance Share Units shall, subject to Section 3.1 above, be fully vested and shall not be subject to forfeiture in the event Participant’s employment with Employer terminates for any reason.  For the avoidance of doubt, the Performance Share Units shall be paid out under Section 2 notwithstanding any prior termination of employment so long as such termination of employment occurs after December 31, 2016.

3.4 Committee Discretion.  So long as the Performance Objective is achieved in accordance with Section 3.1, the Committee, in its discretion, may accelerate the vesting of the Target Award up to the maximum amount described in 3.2(iii) above, at any time, subject to the terms of the Plan and this Agreement.  If so accelerated, the Performance Share Units will be considered as having vested as of the date specified by the Committee or an applicable written agreement but the Committee will have no right to accelerate any payment under this Agreement if such acceleration would cause this Agreement to fail to comply with Section 409A.

3.5 No Rights as a Stockholder.  Participant will have no rights as a stockholder with respect to any shares of Stock subject to Performance Share Units until the Performance Share Units have vested and shares of Stock relating thereto have been issued and recorded on the records of the Company or its transfer agent or registrars.

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

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

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

3.9Compliance With Law and Regulations.  The grant and vesting of Performance Share Units and the obligation of the Company to issue shares of Stock under this Agreement are subject to all applicable federal and state laws, rules and regulations, including those related to disclosure of financial and other information to the Participant and to approvals by any government or regulatory agency as may be required.  The Company shall not be requiredto issue or deliver any certificates for shares of Stock prior to (A) the listing of such shares on any stock exchange on which the Stock may then be listed and (B) the completion of any registration or qualification of such shares under any federal or state law, or any rule or regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable.

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

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

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

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

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

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

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

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

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

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

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

14. Clawback Policy.  By accepting this award the Participant hereby agrees that this award and any other compensation paid or payable to the Participant is subject to Company’s Policy on Recovery of Incentive Compensation in Event of Financial Restatement (or any successor policy) as in effect from time to time, and that this award shall be considered a bonus for purposes of such policy.  In addition, the Participant agrees that such policy may be amended from time to time by the Board in a manner designed to comply with applicable law and/or stock exchange listing requirements.  The Participant also hereby agrees that the award granted hereunder and any other compensation payable to the Participant shall be subject to recovery (in whole or in part) by the Company to the minimum extent required by applicable law and/or stock exchange listing requirements.

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

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

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

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

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

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

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

they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

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

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

MGM RESORTS INTERNATIONAL

By:

Name:

Title:

PARTICIPANT

By:

Name:

EXHIBIT A

ARBITRATION

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

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

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

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

4. Time Limit to Pursue Arbitration; Initiation:To ensure timely resolution of disputes, Participant and the Company must initiate arbitration within the statute of limitations (deadline for filing) provided for by applicable law pertaining to the claim.  The failure to initiate arbitration within this time limit will bar any such claim.  The parties understand that the Company and Participant are waiving any longer statutes of limitations that would otherwise apply, and any aggrieved party is encouraged to give written notice of any claim as soon as possible after the event(s) in dispute so that arbitration of any differences may take place promptly.  The parties agree that the aggrieved party must, within the time frame provided by this Exhibit A, give written notice of a claim pursuant to Section 6 of the Agreement.  In the event such notice is to be provided to the Company, the Participant shall provide a copy of such notice of a claim to the Company’s Executive Vice President and General Counsel.  Written notice shall identify and describe the nature of the claim, the supporting facts and the relief or remedy sought.

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

6. Representation/Arbitration Rights and Procedures:

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

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

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

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

e. The parties shall have the right to conduct reasonable discovery, including written and oral (deposition) discovery and to subpoena and/or request copies of records, documents and other relevant discoverable information consistent

with the procedural rules of JAMS.  The arbitrator shall decide disputes regarding the scope of discovery and shall have authority to regulate the conduct of any hearing and/or trial proceeding.  The arbitrator shall have the right to entertain a motion to dismiss and/or motion for summary judgment. 

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

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

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

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

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

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

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

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

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

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

ACKNOWLEDGMENT

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

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

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

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EX-10.3

Exhibit 10.3

FORM

MGM RESORTS INTERNATIONAL

FREESTANDING STOCK APPRECIATION RIGHT AGREEMENT

No. of shares subject to the SAR: SAR No.

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

RECITALS

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

B. The Board believes that the grant of SARs will stimulate the interest of selected employees in, and strengthen their desire to remain with, the Company or a Parent or Subsidiary (as those terms are hereinafter defined).

C. The Compensation Committee of the Board (the “Committee”) has authorized the grant of a SAR to the Participant pursuant to the terms of the Plan and this Agreement.

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

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

1. Definitions.

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

1.2 “Current Employment Agreement” means the Participant’s employment agreement with the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) in effect as of the applicable date of determination.

1.3 “Disability” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer.

1.4 “Employer” means the Company, the Subsidiaries and any Parent and affiliated companies, but specifically excludes Tracinda Corporation, its stockholder or stockholders, and its subsidiaries.

1

1.5 “Employer’s Good Cause” shall have the meaning given such term or a comparable term in the Current Employment Agreement; provided that if there is no Current Employment Agreement or if such agreement does not include such term or a comparable term, “Employer Good Cause” means:

A. Participant’s failure to abide by the Employer’s policies and procedures, misconduct, insubordination, inattention to the Employer’s business, failure to perform the duties required of the Participant up to the standards established by the Employer’s senior management, or material breach of the Current Employment Agreement, which failure or breach is not cured by the Participant within ten (10) days after written notice thereof from the Employer specifying the facts and circumstances of the alleged failure or breach, provided, however, that such notice and opportunity to cure shall not be required if, in the good faith judgment of the Board, such breach is not capable of being cured within ten (10) days;

B. Participant’s failure or inability to apply for and obtain any license, qualification, clearance or other similar approval which the Employer or any regulatory authority which has jurisdiction over the Employer requests or requires that the Participant obtain;

C. the Employer is directed by any governmental authority in Nevada, Michigan, Mississippi, Illinois, Macau S.A.R., or any other jurisdiction in which the Employer is engaged in a gaming business or where the Employer has applied to (or during the term of the Participant’s employment under the Current Employment Agreement, may apply to) engage in a gaming business to cease business with the Participant;

D. the Employer determines, in its reasonable judgment, that the Participant was, is or might be involved in, or is about to be involved in, any activity, relationship(s) or circumstance which could or does jeopardize the Employer’s business, reputation or licenses to engage in the gaming business; or

E. any of the Employer’s gaming business licenses are threatened to be, or are, denied, curtailed, suspended or revoked as a result of the Participant’s employment by the Employer or as a result of the Participant’s actions.

1.6 “Fair Market Value” has the meaning ascribed to it in the Plan.

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

1.8 “Participant’s Good Cause” shall have the meaning given such term or a comparable term in the Current Employment Agreement; provided that if there is no Current Employment Agreement or if such agreement does not include such term or a comparable term, “Participant’s Good Cause” means:

A. The failure of the Employer to pay the Participant any compensation when due; or

B. A material reduction in the scope of duties or responsibilities of the Participant or any reduction in the Participant’s salary.

If a breach constituting Participant’s Good Cause occurs, the Participant shall give the Employer thirty (30) days’ advance written notice specifying the facts and circumstances of the alleged breach. During such thirty (30) day period, the Employer may either cure the breach (in which case such notice will be considered withdrawn) or declare that the Employer disputes that Participant’s Good Cause exists, in which case Participant’s Good Cause shall not exist until the dispute is resolved in accordance with the methods for resolving disputes specified in Exhibit A hereto.

1.9 “SAR” means a stock appreciation right that is granted, independently of any stock option pursuant to the Plan, to be settled in Stock, with the number of shares to be delivered based upon the increase in value of the underlying Stock.

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

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

2. Grant to Participant.

2.1 The Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, a SAR with respect to an aggregate of shares of Stock. This SAR consists of the right to receive, upon exercise of this SAR (or any portion thereof), in respect of each share of Stock so exercised, shares of Stock in an amount whose Fair Market Value is equal

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to the excess of (x) the Fair Market Value of a share of Stock at the time of exercise of this SAR, or any portion thereof, over (y) the Conversion Price (as that term is hereinafter defined).No fractional shares shall be issued pursuant to this SAR.

2.2 The conversion price per share for this SAR shall be: $ (the “Conversion Price”).

3. Terms and Conditions.

3.1 Exercisability of SAR.

A. Expiration Date. This SAR shall expire at 5:00 p.m., Pacific Standard Time on or such earlier time as may be required by this Agreement if the Participant’s employment with the Employer is terminated.

B. Exercise of SAR. In order to exercise this SAR, the Participant or any other person or persons entitled to exercise this SAR shall give written notice to the Committee specifying the number of shares with respect to which this SAR is being exercised, which notice must be received while this SAR is still exercisable.

3.2 Vesting Schedule of SAR. Subject to paragraph 3.3 herein, this SAR shall vest and become exercisable in cumulative installments as set forth in (i) through (iv) below, subject to the Participant’s continued employment with the Company or any Subsidiary or Parent on each of the dates specified in (i) through (iv) below:

(i) The first installment shall consist of twenty-five percent (25%) of the shares of Stock subject to this SAR and shall vest and become exercisable on (the “Initial Vesting Date”).

(ii) The second installment shall consist of twenty-five percent (25%) of the shares of Stock subject to this SAR and shall vest and become exercisable on the first anniversary of the Initial Vesting Date.

(iii) The third installment shall consist of twenty-five percent (25%) of the shares of Stock subject to this SAR and shall vest and become exercisable on the second anniversary of the Initial Vesting Date.

(iv) The fourth installment shall consist of twenty-five percent (25%) of the shares of Stock subject to this SAR and shall vest and become exercisable on the third anniversary of the Initial Vesting Date.

3.3 Vesting at Termination. Upon termination of employment with the Employer for any reason the unvested portion of this SAR shall be forfeited without any consideration; provided, however, that, upon termination of employment by the Employer without Employer’s Good Cause, by the Participant with Participant’s Good Cause, or due to the Participant’s death or Disability, the portion of this SAR that would have become vested and exercisable (but for such termination) under the schedule determined in paragraph 3.2 herein during the twelve (12) months from the date of the termination of employment shall become vested and exercisable on the same schedule determined in paragraph 3.2 herein; provided, however, that such continued vesting shall immediately cease and the unvested portion of this SAR shall be forfeited in the event the Participant breaches any post-termination covenant with the Company or its affiliate in an employment agreement (after taking into account any applicable cure period). The portion of this SAR that is vested and exercisable as of the date of termination and that becomes vested and exercisable in accordance with this Section 3.3, in each case, shall remain exercisable for the period specified in paragraph 3.5 herein.

3.4 Unexercised Portion of SAR. The unexercised portion of this SAR may not be exercised after the Participant terminates employment with the Employer and shall be forfeited upon such termination of employment without any consideration, except as otherwise provided in paragraphs 3.3 and 3.5 herein; provided, however, that this SAR may not at any time be exercised in part with respect to fewer than the lesser of (i) fifty (50) shares or (ii) the number of shares which remain to be purchased pursuant to this SAR.

3.5 Exercise Period. Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the SARs which have become vested and exercisable at any time prior to the earliest to occur of the dates specified in (i) though (iii) below and any unexercised portion of this SAR shall thereafter be forfeited without any consideration:

(i) the expiration date set forth in paragraph 3.1.A herein;

(ii) the date that is one (1) year following the date of termination of the Participant’s employment by reason of death, Disability, termination by the Employer without Employer’s Good Cause or by the Participant with Participant’s Good Cause; and

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(iii) the date that is three (3) months following the date of termination of the Participant’s employment for any reason other than those specified in Section 3.5(ii).

3.6 Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion, of the Participant's unvested SAR at any time, subject to the terms of the Plan and this Agreement. If so accelerated, this SAR will be considered vested and exercisable as of the date specified by the Committee or an applicable written agreement.

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

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

3.9 No Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to any shares of Stock subject to this SAR until this SAR has been exercised and shares of Stock relating thereto have been issued and recorded on the records of the Company or its transfer agent or registrars.

3.10 Corporate Transaction. Upon the occurrence of a reorganization, merger, consolidation, recapitalization, or similar transaction, unless otherwise specifically prohibited under applicable laws or by the applicable rules and regulations of any governing governmental agencies or national securities exchanges, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of this SAR, including without limitation the following (or any combination thereof): (i) continuation or assumption of this SAR by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of an award with substantially the same terms for this SAR; (iii) accelerated exercisability and vesting with respect to this SAR immediately prior to the occurrence of such event; (iv) upon written notice, provide that the outstanding vested and exercisable portion of this SAR must be exercised within fifteen days immediately prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either case contingent upon the consummation of the event), and at the end of such period, the vested portion of this SAR shall terminate to the extent not so exercised within the relevant period; and (v) cancellation of all or any portion of this SAR for fair value (in the form of cash or its equivalent (e.g., by check), other property or any combination thereof) as determined in the sole discretion of the Committee and which value may be zero (if the value of the underlying stock is equal to or less than the Conversion Price), provided, that, in the case of this SAR, the fair value may equal the excess, if any, of the value of the consideration to be paid in the transaction to holders of the same number of shares of Stock subject to this SAR (or, if no such consideration is paid, Fair Market Value of the shares of Stock subject to this SAR or portion thereof being canceled) over the aggregate Conversion Price with respect to this SAR or portion thereof being canceled.

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

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

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

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

6. Withholding. The Company or any Parent or Subsidiary shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of this SAR, its grant, vesting or otherwise, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes, which may include, without limitation, reducing the number of shares otherwise distributable to the Participant by the number of shares of Stock whose Fair Market Value (determined in the manner as Fair Market Value is determined for purposes of Section 2.1 hereof) is equal to the amount of tax required to be withheld by the Company or a Parent or Subsidiary as a result of the grant or exercise or otherwise of this SAR.

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

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

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

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

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

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

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

14. Clawback Policy. By accepting this award the Participant hereby agrees that this award and any other compensation paid or payable to the Participant is subject to Company’s Policy on Recovery of Incentive Compensation in Event of Financial Restatement (or any successor policy) as in effect from time to time, and that this award shall be considered a bonus for purposes of such policy. In addition, the Participant agrees that such policy may be amended from time to time by the Board in a manner designed to comply with applicable law and/or stock exchange listing requirements. The Participant also hereby agrees that the award granted hereunder and any other compensation payable to the Participant shall be subject to recovery (in whole or in part) by the Company to the minimum extent required by applicable law and/or stock exchange listing requirements.

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

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

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

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

19. Tax Treatment. The Participant shall be responsible for all taxes with respect to this SAR. This SAR is intended to comply with or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this SAR shall be interpreted to be in compliance therewith. However, the Company makes no guarantee regarding the tax treatment of this SAR and none of the Company, any Subsidiaries, Parent or affiliates, nor any of their employees or representatives shall have any liability to the Participant with respect thereto.

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IN WITNESS WHEREOF, the parties hereto have executed this Freestanding Stock Appreciation Right Agreement as of the date first written above.

MGM RESORTS INTERNATIONAL

By:

Name:

Title:

PARTICIPANT

By:

Name:

[Signature Page to Freestanding Stock Appreciation Right Agreement]

EXHIBIT A

ARBITRATION

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

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

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

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

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

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

6. Representation/Arbitration Rights and Procedures:

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

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

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

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

e. The parties shall have the right to conduct reasonable discovery, including written and oral (deposition) discovery and to subpoena and/or request copies of records, documents and other relevant discoverable information consistent

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with the procedural rules of JAMS.The arbitrator shall decide disputes regarding the scope of discovery and shall have authority to regulate the conduct of any hearing and/or trial proceeding.The arbitrator shall have the right to entertain a motion to dismiss and/or motion for summary judgment.

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

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

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

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

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

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

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

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

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

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

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ACKNOWLEDGMENT

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

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

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

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EX-10.4

Exhibit 10.4

FORM

(no performance criteria)

MGM RESORTS INTERNATIONAL

RESTRICTED STOCK UNITS AGREEMENT

No. of Restricted Stock Units:

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

RECITALS

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

B. The Board believes that the grant of Restricted Stock Units will stimulate the interest of selected employees in, and strengthen their desire to remain with, the Company or a Parent or Subsidiary (as those terms are hereinafter defined).

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

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

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

1. Definitions.

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

1.2 “Current Employment Agreement” means the Participant’s employment agreement with the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) in effect as of the applicable date of determination.

1.3 “Disability” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer.

1.4 “Employer” means the Company, the Subsidiaries and any Parent and affiliated companies, but specifically excludes Tracinda Corporation, its stockholder or stockholders, and its subsidiaries.

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1.5 “Employer’s Good Cause” shall have the meaning given such term or a comparable term in the Current Employment Agreement; provided that if there is no Current Employment Agreement or if such agreement does not include such term or a comparable term, “Employer’s Good Cause” means:

A. Participant’s failure to abide by the Employer’s policies and procedures, misconduct, insubordination, inattention to the Employer’s business, failure to perform the duties required of the Participant up to the standards established by the Employer’s senior management, or material breach of the Current Employment Agreement, which failure or breach is not cured by the Participant within ten (10) days after written notice thereof from the Employer specifying the facts and circumstances of the alleged failure or breach, provided, however, that such notice and opportunity to cure shall not be required if, in the good faith judgment of the Board, such breach is not capable of being cured within ten (10) days;

B. Participant’s failure or inability to apply for and obtain any license, qualification, clearance or other similar approval which the Employer or any regulatory authority which has jurisdiction over the Employer requests or requires that the Participant obtain;

C. the Employer is directed by any governmental authority in Nevada, Michigan, Mississippi, Illinois, Macau S.A.R., or any other jurisdiction in which the Employer is engaged in a gaming business or where the Employer has applied to (or during the term of the Participant’s employment under the Current Employment Agreement, may apply to) engage in a gaming business to cease business with the Participant;

D. the Employer determines, in its reasonable judgment, that the Participant was, is or might be involved in, or is about to be involved in, any activity, relationship(s) or circumstance which could or does jeopardize the Employer’s business, reputation or licenses to engage in the gaming business; or

E. any of the Employer’s gaming business licenses are threatened to be, or are, denied, curtailed, suspended or revoked as a result of the Participant’s employment by the Employer or as a result of the Participant’s actions.

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

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

1.8 “Participant’s Good Cause” shall have the meaning given such term or a comparable term in the Current Employment Agreement; provided that if there is no Current Employment Agreement or if such agreement does not include such term or a comparable term, “Participant’s Good Cause” means:

A. The failure of the Employer to pay the Participant any compensation when due; or

B. A material reduction in the scope of duties or responsibilities of the Participant or any reduction in the Participant’s salary.

If a breach constituting Participant’s Good Cause occurs, the Participant shall give the Employer thirty (30) days’ advance written notice specifying the facts and circumstances of the alleged breach. During such thirty (30) day period, the Employer may either cure the breach (in which case such notice will be considered withdrawn) or declare that the Employer disputes that Participant’s Good Cause exists, in which case Participant’s Good Cause shall not exist until the dispute is resolved in accordance with the methods for resolving disputes specified in Exhibit A hereto.

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

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

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

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

2. Grant to Participant. The Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, an award of Restricted Stock Units. Except as otherwise set forth in the Plan or this Agreement, (i) each Restricted Stock Unit represents the right to receive one (1) share of Stock upon vesting of such Restricted Stock Units, (ii) unless and until the Restricted Stock Units have vested in accordance with the terms of this Agreement, the Participant shall not have any right to delivery of the shares of Stock underlying such Restricted Stock Units or any other consideration in respect thereof and (iii) each Restricted Stock Unit that vests shall be paid to the Participant within thirty (30) days following the date that the Restricted Stock Unit vests or the date(s) set forth in Sections 3.1 and 3.2, as applicable.

3. Terms and Conditions.

3.1 Vesting Schedule. Subject to Section 3.2, the Restricted Stock Units shall vest as set forth in (i) through (iv) below, subject to the Participant’s continued employment with the Company or any Subsidiary or Parent on each of the dates specified in (i) through (iv) below:

(i) The first installment shall consist of twenty-five percent (25%) of the shares of Stock subject to the Restricted Stock Units and shall vest on (the “Initial Vesting Date”).

(ii) The second installment shall consist of twenty-five percent (25%) of the shares of Stock subject to the Restricted Stock Units and shall vest on the first anniversary of the Initial Vesting Date.

(iii) The third installment shall consist of twenty-five percent (25%) of the shares of Stock subject to the Restricted Stock Units and shall vest on the second anniversary of the Initial Vesting Date.

(iv) The fourth installment shall consist of twenty-five percent (25%) of the shares of Stock subject to the Restricted Stock Units and shall vest on the third anniversary of the Initial Vesting Date;

provided, that any Restricted Stock Units which vest under the schedule set forth in this Section 3.1 shall be paid to the Participant within thirty (30) days following the date that the applicable installment vests.

3.2 Vesting at Termination. Upon termination of employment with the Employer for any reason the unvested portion of the Restricted Stock Units shall be forfeited without any consideration; provided, however, that, upon termination of employment by the Employer without Employer’s Good Cause, by the Participant with Participant’s Good Cause, or due to the Participant’s death or Disability, the Restricted Stock Units that would have become vested (but for such termination) under the schedule determined in Section 3.1 herein during the twelve (12) months from the date of termination of employment shall be paid on the same schedule determined in Section 3.1 herein; provided, however, that such continued vesting shall immediately cease and unvested Restricted Stock Units shall be forfeited in the event the Participant breaches any post-termination covenant with the Company or its affiliate in an employment agreement (after taking into account any applicable cure period).

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

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

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

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

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

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

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

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

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

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

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

8. Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter hereof and shall supersede any other agreements, representations or understandings (whether oral or written and whether express or implied, and including, without limitation, any employment agreement between the Participant and the Company

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or any of its affiliates (including, without limitation, any Parent or Subsidiary) whether previously entered into, currently effective or entered into in the future that includes terms and conditions regarding equity awards) which relate to the subject matter hereof.

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

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

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

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

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

14. Clawback Policy. By accepting this award the Participant hereby agrees that this award and any other compensation paid or payable to the Participant is subject to Company’s Policy on Recovery of Incentive Compensation in Event of Financial Restatement (or any successor policy) as in effect from time to time, and that this award shall be considered a bonus for purposes of such policy. In addition, the Participant agrees that such policy may be amended from time to time by the Board in a manner designed to comply with applicable law and/or stock exchange listing requirements. The Participant also hereby agrees that the award granted hereunder and any other compensation payable to the Participant shall be subject to recovery (in whole or in part) by the Company to the minimum extent required by applicable law and/or stock exchange listing requirements.

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

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

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

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

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

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

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

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

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

MGM RESORTS INTERNATIONAL

By:

Name:

Title:

PARTICIPANT

By:

Name:

[Signature Page to Restricted Stock Units Agreement]

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EXHIBIT A

ARBITRATION

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

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

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

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

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

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

6. Representation/Arbitration Rights and Procedures:

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

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

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

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

e. The parties shall have the right to conduct reasonable discovery, including written and oral (deposition) discovery and to subpoena and/or request copies of records, documents and other relevant discoverable information consistent

with the procedural rules of JAMS.The arbitrator shall decide disputes regarding the scope of discovery and shall have authority to regulate the conduct of any hearing and/or trial proceeding.The arbitrator shall have the right to entertain a motion to dismiss and/or motion for summary judgment. 

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

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

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

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

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

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

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

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

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

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

ACKNOWLEDGMENT

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

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

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

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EX-10.5

Exhibit 10.5

FORM

Performance Criteria

MGM RESORTS INTERNATIONAL

RESTRICTED STOCK UNITS AGREEMENT

No. of Restricted Stock Units:

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

RECITALS

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

B. The Board believes that the grant of Restricted Stock Units will stimulate the interest of selected employees in, and strengthen their desire to remain with, the Company or a Parent or Subsidiary (as those terms are hereinafter defined).

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

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

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

1. Definitions.

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

1.2 “Current Employment Agreement” means the Participant’s employment agreement with the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) in effect as of the applicable date of determination.

1.3 “Disability” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer.

1.4 “Employer” means the Company, the Subsidiaries and any Parent and affiliated companies, but specifically excludes Tracinda Corporation, its stockholder or stockholders, and its subsidiaries.

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1.5 “Employer’s Good Cause” shall have the meaning given such term or a comparable term in the Current Employment Agreement; provided that if there is no Current Employment Agreement or if such agreement does not include such term or a comparable term, “Employer’s Good Cause” means:

A. Participant’s failure to abide by the Employer’s policies and procedures, misconduct, insubordination, inattention to the Employer’s business, failure to perform the duties required of the Participant up to the standards established by the Employer’s senior management, or material breach of the Current Employment Agreement, which failure or breach is not cured by the Participant within ten (10) days after written notice thereof from the Employer specifying the facts and circumstances of the alleged failure or breach, provided, however, that such notice and opportunity to cure shall not be required if, in the good faith judgment of the Board, such breach is not capable of being cured within ten (10) days;

B. Participant’s failure or inability to apply for and obtain any license, qualification, clearance or other similar approval which the Employer or any regulatory authority which has jurisdiction over the Employer requests or requires that the Participant obtain;

C. the Employer is directed by any governmental authority in Nevada, Michigan, Mississippi, Illinois, Macau S.A.R., or any other jurisdiction in which the Employer is engaged in a gaming business or where the Employer has applied to (or during the term of the Participant’s employment under the Current Employment Agreement, may apply to) engage in a gaming business to cease business with the Participant;

D. the Employer determines, in its reasonable judgment, that the Participant was, is or might be involved in, or is about to be involved in, any activity, relationship(s) or circumstance which could or does jeopardize the Employer’s business, reputation or licenses to engage in the gaming business; or

E. any of the Employer’s gaming business licenses are threatened to be, or are, denied, curtailed, suspended or revoked as a result of the Participant’s employment by the Employer or as a result of the Participant’s actions.

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

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

1.8 “Participant’s Good Cause” shall have the meaning given such term or a comparable term in the Current Employment Agreement; provided that if there is no Current Employment Agreement or if such agreement does not include such term or a comparable term, “Participant’s Good Cause” means:

A. The failure of the Employer to pay the Participant any compensation when due; or

B. A material reduction in the scope of duties or responsibilities of the Participant or any reduction in the Participant’s salary.

If a breach constituting Participant’s Good Cause occurs, the Participant shall give the Employer thirty (30) days’ advance written notice specifying the facts and circumstances of the alleged breach. During such thirty (30) day period, the Employer may either cure the breach (in which case such notice will be considered withdrawn) or declare that the Employer disputes that Participant’s Good Cause exists, in which case Participant’s Good Cause shall not exist until the dispute is resolved in accordance with the methods for resolving disputes specified in Exhibit A hereto.

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

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

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

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

2. Grant to Participant. The Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, an award of Restricted Stock Units. Except as otherwise set forth in the Plan or this Agreement, (i) each Restricted Stock Unit represents the right to receive one (1) share of Stock upon vesting of such Restricted Stock Units, (ii) unless and until the Restricted Stock Units have vested in accordance with the terms of this Agreement, the Participant shall not have any right to delivery of the shares of Stock underlying such Restricted Stock Units or any other consideration in respect thereof and (iii) each Restricted Stock Unit that vests shall be paid to the Participant within thirty (30) days following the date that the Restricted Stock Unit vests or the date(s) set forth in Sections 3.1 and 3.2, as applicable.

3. Terms and Conditions.

3.1 Vesting Schedule. Subject to Section 3.2 herein, the Restricted Stock Units awarded by this Agreement shall vest only if the Performance Criteria (as described in Exhibit B attached hereto), as determined by the Company’s independent registered public accounting firm, have been met, subject to the Participant’s continued employment with the Company or any Subsidiary or Parent through the end of the Performance Period (as defined in Exhibit B attached hereto). If the Performance Criteria are not met, all of the Restricted Stock Units awarded by this Agreement shall immediately be forfeited and cancelled without consideration. Subject to Section 3.2, if the Performance Criteria are met, the Restricted Stock Units shall vest as set forth in (i) through (iv) below, subject to the Participant’s continued employment with the Company or any Subsidiary or Parent on each of the dates specified in (i) through (iv) below:

(i) The first installment shall consist of twenty-five percent (25%) of the shares of Stock subject to the Restricted Stock Units and shall vest on (the “Initial Vesting Date”).

(ii) The second installment shall consist of twenty-five percent (25%) of the shares of Stock subject to the Restricted Stock Units and shall vest on the first anniversary of the Initial Vesting Date.

(iii) The third installment shall consist of twenty-five percent (25%) of the shares of Stock subject to the Restricted Stock Units and shall vest on the second anniversary of the Initial Vesting Date.

(iv) The fourth installment shall consist of twenty-five percent (25%) of the shares of Stock subject to the Restricted Stock Units and shall vest on the third anniversary of the Initial Vesting Date; provided, that any Restricted Stock Units which vest under the schedule set forth in this Section 3.1 shall be paid to the Participant within thirty (30) days following the date that the applicable installment vests.

3.2 Vesting at Termination. Upon termination of employment with the Employer for any reason the unvested portion of the Restricted Stock Units shall be forfeited without any consideration; provided, however, that, upon termination of employment by the Employer without Employer’s Good Cause, by the Participant with Participant’s Good Cause, or due to the Participant’s death or Disability, subject to the satisfaction of the Performance Criteria, the Restricted Stock Units that would have become vested (but for such termination) under the schedule determined in Section 3.1 herein during the twelve (12) months from the date of termination of employment shall be paid on the same schedule determined in Section 3.1 herein; provided, however, that such continued vesting shall immediately cease and unvested Restricted Stock Units shall be forfeited in the event the Participant breaches any post-termination covenant with the Company or its affiliate in an employment agreement (after taking into account any applicable cure period).

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

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

3.5 Limits on Transferability. The Restricted Stock Units granted under this Agreement may be transferred solely to a trust in which the Participant or the Participant’s spouse control the management of the assets. With respect to Restricted Stock Units, if any, that have been transferred to a trust, references in this Agreement to vesting related to such Restricted Stock Units shall be deemed to include such trust. Any transfer of Restricted Stock Units shall be subject to the terms and conditions of the Plan and this

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Agreement and the transferee shall be subject to the same terms and conditions as if it were the Participant.No interest of the Participant under this Agreement shall be subject to attachment, execution, garnishment, sequestration, the laws of bankruptcy or any other legal or equitable process.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

14. Clawback Policy. By accepting this award the Participant hereby agrees that this award and any other compensation paid or payable to the Participant is subject to Company’s Policy on Recovery of Incentive Compensation in Event of Financial Restatement (or any successor policy) as in effect from time to time, and that this award shall be considered a bonus for purposes of such policy. In addition, the Participant agrees that such policy may be amended from time to time by the Board in a manner designed to comply with applicable law and/or stock exchange listing requirements. The Participant also hereby agrees that the award granted hereunder and any other compensation payable to the Participant shall be subject to recovery (in whole or in part) by the Company to the minimum extent required by applicable law and/or stock exchange listing requirements.

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

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

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

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

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

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

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

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

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

MGM RESORTS INTERNATIONAL

By:

Name:

Title:

PARTICIPANT

By:

Name:

[Signature Page to Restricted Stock Units Agreement]

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EXHIBIT A

ARBITRATION

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

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

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

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

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

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

6. Representation/Arbitration Rights and Procedures:

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

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

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

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

e. The parties shall have the right to conduct reasonable discovery, including written and oral (deposition) discovery and to subpoena and/or request copies of records, documents and other relevant discoverable information consistent

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with the procedural rules of JAMS.The arbitrator shall decide disputes regarding the scope of discovery and shall have authority to regulate the conduct of any hearing and/or trial proceeding.The arbitrator shall have the right to entertain a motion to dismiss and/or motion for summary judgment. 

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

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

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

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

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

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

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

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

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

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

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ACKNOWLEDGMENT

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

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

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

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EXHIBIT B

PERFORMANCE CRITERIA

The Restricted Stock Unit Awards are subject to the following performance criterion: in order for the Restricted Stock Unit Awards to be eligible for vesting, Actual EBITDA for the six month period beginning January 1, 2015 must be at least 50% of Target EBITDA for the same period, as such terms are defined in the Compensation Committee resolutions approving the award.

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EX-10.6

Exhibit 10.6

FORM

MGM RESORTS INTERNATIONAL

PERFORMANCE SHARE UNITS AGREEMENT

Target No. of Performance Share Units:

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

RECITALS

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

B. The Board believes that the grant of Performance Share Units will stimulate the interest of selected employees in, and strengthen their desire to remain with, the Company or a Parent or Subsidiary (as those terms are hereinafter defined).

C. The Compensation Committee of the Board (the “Committee”) has authorized the grant of Performance Share Units to the Participant pursuant to the terms of the Plan and this Agreement.

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

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

1. Definitions.

1.1 “Beginning Average Stock Price” means the average closing price of the Company’s Stock over the 60 calendar day period ending on the date of grant.

1.2 “Change of Control” means

A. the date that a reorganization, merger, consolidation, recapitalization, or similar transaction is consummated, unless: (i) at least 50% of the outstanding voting securities of the surviving or resulting entity (including, without limitation, an entity which as a result of such transaction owns the Company either directly or through one or more subsidiaries) (“Resulting Entity”) are beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the outstanding voting securities of the Corporation immediately prior to such transaction in substantially the same proportions as their beneficial ownership, immediately prior to such transaction, of the outstanding voting securities of the Corporation and (ii) immediately following such transaction no person or persons acting as a group beneficially owns capital stock of the Resulting Entity possessing thirty-five percent (35%) or more of the total voting power of the stock of the Resulting Entity;

B. the date that a majority of members of the Company’s Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board before the date of the appointment or election;

C. the date that any one person, or persons acting as a group, acquires (or has or have acquired as of the date of the most recent acquisition by such person or persons) beneficial ownership of stock of the Company possessing thirty-five percent (35%) or more of the total voting power of the stock of the Company; or

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D. the date that any one person acquires, or persons acting as a group acquire (or has or have acquired as of the date of the most recent acquisition by such person or persons), assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions.

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

1.4 “Current Employment Agreement” means the Participant’s employment agreement with the Company or any of its affiliates (including, without limitation, any Parent or Subsidiary) in effect as of the applicable date of determination.

1.5 “Disability” means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer.

1.6 “Employer” means the Company, the Subsidiaries and any Parent and affiliated companies, but specifically excludes Tracinda Corporation, its stockholder or stockholders, and its subsidiaries.

1.7 “Employer’s Good Cause” shall have the meaning given such term or a comparable term in the Current Employment Agreement; provided that if there is no Current Employment Agreement or if such agreement does not include such term or a comparable term, “Employer’s Good Cause” means:

A. Participant’s failure to abide by the Employer’s policies and procedures, misconduct, insubordination, inattention to the Employer’s business, failure to perform the duties required of the Participant up to the standards established by the Employer’s senior management, or material breach of the Current Employment Agreement, which failure or breach is not cured by the Participant within ten (10) days after written notice thereof from the Employer specifying the facts and circumstances of the alleged failure or breach, provided, however, that such notice and opportunity to cure shall not be required if, in the good faith judgment of the Board, such breach is not capable of being cured within ten (10) days;

B. Participant’s failure or inability to apply for and obtain any license, qualification, clearance or other similar approval which the Employer or any regulatory authority which has jurisdiction over the Employer requests or requires that the Participant obtain;

C. the Employer is directed by any governmental authority in Nevada, Michigan, Mississippi, Illinois, Macau S.A.R., or any other jurisdiction in which the Employer is engaged in a gaming business or where the Employer has applied to (or during the term of the Participant’s employment under the Current Employment Agreement, may apply to) engage in a gaming business to cease business with the Participant;

D. the Employer determines, in its reasonable judgment, that the Participant was, is or might be involved in, or is about to be involved in, any activity, relationship(s) or circumstance which could or does jeopardize the Employer’s business, reputation or licenses to engage in the gaming business; or

E. any of the Employer’s gaming business licenses are threatened to be, or are, denied, curtailed, suspended or revoked as a result of the Participant’s employment by the Employer or as a result of the Participant’s actions.

1.8 “Ending Average Stock Price” means the average closing price of the Company’s Stock over the 60 calendar day period ending on the third anniversary of the date of grant; provided, however, that in the event of a Change of Control, the “Ending Average Stock Price” shall equal the price per share of the Company’s Stock to be paid to the holders thereof in accordance with the definitive agreement governing the transaction constituting the Change of Control (or, in the absence of such agreement, the closing price per share of the Company’s Stock for the last trading day prior to the consummation of the Change of Control).

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

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

1.11 “Participant’s Good Cause” shall have the meaning given such term or a comparable term in the Current Employment Agreement; provided that if there is no Current Employment Agreement or if such agreement does not include such term or a comparable term, “Participant’s Good Cause” means:

A. The failure of the Employer to pay the Participant any compensation when due; or

B. A material reduction in the scope of duties or responsibilities of the Participant or any reduction in the Participant’s salary.

If a breach constituting Participant’s Good Cause occurs, the Participant shall give the Employer thirty (30) days’ advance written notice specifying the facts and circumstances of the alleged breach. During such thirty (30) day period, the Employer may either cure the breach (in which case such notice will be considered withdrawn) or declare that the Employer disputes that Participant’s Good Cause exists, in which case Participant’s Good Cause shall not exist until the dispute is resolved in accordance with the methods for resolving disputes specified in Exhibit A hereto.

1.12 “Performance Share Units” means an award of Performance Shares granted to a Participant pursuant to Article 9 of the Plan.

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

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

1.15 “Stock Performance Multiplier” means the Company’s Ending Average Stock Price divided by the Target Price.

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

1.17 “Target Price” means 125% of the Company’s Beginning Average Stock Price.

2. Grant to Participant. The Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, a target award of Performance Share Units (the “Target Award”). Except as otherwise set forth in the Plan or this Agreement, (i) the grant of Performance Share Units represents the right to receive a percentage of the Target Award upon vesting of such Performance Share Units, with each Performance Share Unit that vests representing the right to receive one (1) share of Stock upon vesting thereof, (ii) unless and until the Performance Share Units have vested in accordance with the terms of this Agreement, the Participant shall not have any right to delivery of the shares of Stock underlying such Performance Share Units or any other consideration in respect thereof and (iii) the portion of the Target Award that vests hereunder shall be paid to the Participant within thirty (30) days following the date that the Target Award vests or the date(s) set forth in Sections 3.1 and 3.2, as applicable.

3. Terms and Conditions.

3.1 Performance Period and Vesting. Subject to Section 3.2 herein, a percentage of the Target Award shall vest, as described below, based on the performance of the Company’s stock price over the three year period beginning on the date of grant of this award and ending on third anniversary of such date of grant (the “Performance Period”), subject to the Participant’s continued employment with the Company or any Subsidiary or Parent through the end of the Performance Period.

(i) Target. The Participant shall be paid the Target Award if the Ending Average Stock Price equals the Target Price.

(ii) Threshold. The Participant shall not be paid any portion of the Target Award unless the Ending Average Stock Price is at least 60% of the Target Price. If the Ending Average Stock Price is below 60% of the Target Price, all of the Performance Share Units awarded by this Agreement shall immediately be forfeited and cancelled without consideration as of the last day of the Performance Period.

(iii) Maximum. In no event shall the Participant be awarded more than 160% of the Target Award.

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(iv) In the event that the Ending Average Stock Price is at least 60% or more of the Target Price, then the Participant will receive a portion of the Target Award equal to the amount of the Target Award multiplied by the Stock Performance Multiplier; provided, however, in no event shall the Stock Price Multiplier be greater than 1.6.

Any Performance Share Units which vest in accordance with this Section 3.1 shall be paid to the Participant within thirty (30) days following the last day of the Performance Period.

3.2 Vesting at Termination. Upon termination of employment with the Employer for any reason the unvested Performance Share Units shall be forfeited without any consideration; provided, however, that, upon termination of employment by the Employer without Employer’s Good Cause, by the Participant with Participant’s Good Cause, or due to the Participant’s death or Disability, a pro-rata portion of the Performance Share Units, if any, that would have become vested (but for such termination) under the schedule determined in Section 3.1 herein, determined based on the number of days Participant was employed during the Performance Period plus an additional twelve (12) months(or, if shorter, through the end of the Performance Period), shall be paid on the same schedule determined in Section 3.1 herein; provided, however, that such continued vesting shall immediately cease and unvested Performance Share Units shall be forfeited in the event the Participant breaches any post-termination covenant with the Company or its affiliate in an employment agreement (after taking into account any applicable cure period).

3.3 Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the Target Award up to the maximum amount described in 3.1(iii) above, at any time, subject to the terms of the Plan and this Agreement. If so accelerated, the Performance Share Units will be considered as having vested as of the date specified by the Committee or an applicable written agreement but the Committee will have no right to accelerate any payment under this Agreement if such acceleration would cause this Agreement to fail to comply with Section 409A.

3.4 No Rights as a Stockholder. Participant will have no rights as a stockholder with respect to any shares of Stock subject to Performance Share Units until the Performance Share Units have vested and shares of Stock relating thereto have been issued and recorded on the records of the Company or its transfer agent or registrars.

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

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

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

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

3.9 Corporate Transaction. Upon the occurrence of a reorganization, merger, consolidation, recapitalization, or similar transaction, unless otherwise specifically prohibited under applicable laws or by the applicable rules and regulations of any governing governmental agencies or national securities exchanges, the Committee is authorized (but not obligated) to make adjustments in the terms and conditions of the Performance Share Units, including without limitation the following (or any combination thereof): (i)

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continuation or assumption of the Performance Share Units by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of an award with substantially the same terms for the Performance Share Units; (iii) accelerated vesting with respect to the Performance Share Units immediately prior to the occurrence of such event and payment to the Participant within thirty (30) days thereafter; and (iv) cancellation of all or any portion of the Performance Share Units for fair value (in the form of cash or its equivalent (e.g., by check), other property or any combination thereof) as determined in the sole discretion of the Committee and which value may be zero (if the value of the underlying stock is zero), and payment to the Participant within thirty (30) days thereafter.

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

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

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

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

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

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

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

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

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

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

14. Clawback Policy. By accepting this award the Participant hereby agrees that this award and any other compensation paid or payable to the Participant is subject to Company’s Policy on Recovery of Incentive Compensation in Event of Financial Restatement (or any successor policy) as in effect from time to time, and that this award shall be considered a bonus for purposes of such policy. In addition, the Participant agrees that such policy may be amended from time to time by the Board in a manner designed to comply with

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applicable law and/or stock exchange listing requirements.The Participant also hereby agrees that the award granted hereunder and any other compensation payable to the Participant shall be subject to recovery (in whole or in part) by the Company to the minimum extent required by applicable law and/or stock exchange listing requirements.

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

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

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

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

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

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

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

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

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

MGM RESORTS INTERNATIONAL

By:

Name:

Title:

PARTICIPANT

By:

Name:

[Signature Page to Performance Share Units Agreement]

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EXHIBIT A

ARBITRATION

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

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

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

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

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

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

6. Representation/Arbitration Rights and Procedures:

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

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

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

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

e. The parties shall have the right to conduct reasonable discovery, including written and oral (deposition) discovery and to subpoena and/or request copies of records, documents and other relevant discoverable information consistent

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with the procedural rules of JAMS.The arbitrator shall decide disputes regarding the scope of discovery and shall have authority to regulate the conduct of any hearing and/or trial proceeding.The arbitrator shall have the right to entertain a motion to dismiss and/or motion for summary judgment. 

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

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

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

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

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

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

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

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

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

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

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ACKNOWLEDGMENT

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

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

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

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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.

November 6, 2015

/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.

November 6, 2015

/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 September 30, 2015 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

November 6, 2015

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 September 30, 2015 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

November 6, 2015

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

Long-Term Debt - Schedule of Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	Jul. 31, 2015	Apr. 30, 2015	Apr. 30, 2010
Term Loans [Member] | Senior credit facility [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 2,723.0	$ 2,744.0
4.25% convertible senior notes, due 2015, net [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 1,450.0	$ 1,450.0		$ 1,450.0	$ 1,150.0
Long-term debt, interest rate (as a percent)	4.25%	4.25%		4.25%
Long-term debt, maturity year	2015	2015
6.625% senior notes, due 2015, net [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 875.0	$ 875.0
Long-term debt, interest rate (as a percent)	6.625%	6.625%	6.625%
Long-term debt, maturity year	2015	2015
6.875% senior notes, due 2016 [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 242.9	$ 242.9
Long-term debt, interest rate (as a percent)	6.875%	6.875%
Long-term debt, maturity year	2016	2016
7.5% senior notes, due 2016 [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 732.7	$ 732.7
Long-term debt, interest rate (as a percent)	7.50%	7.50%
Long-term debt, maturity year	2016	2016
10% senior notes, due 2016, net [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 500.0	$ 500.0
Long-term debt, interest rate (as a percent)	10.00%	10.00%
Long-term debt, maturity year	2016	2016
7.625% senior notes, due 2017 [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 743.0	$ 743.0
Long-term debt, interest rate (as a percent)	7.625%	7.625%
Long-term debt, maturity year	2017	2017
11.375% senior notes, due 2018, net [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 475.0	$ 475.0
Long-term debt, interest rate (as a percent)	11.375%	11.375%
Long-term debt, maturity year	2018	2018
8.625% senior notes, due 2019 [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 850.0	$ 850.0
Long-term debt, interest rate (as a percent)	8.625%	8.625%
Long-term debt, maturity year	2019	2019
5.25% senior notes, due 2020 [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 500.0	$ 500.0
Long-term debt, interest rate (as a percent)	5.25%	5.25%
Long-term debt, maturity year	2020	2020
6.75% senior notes, due 2020 [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 1,000.0	$ 1,000.0
Long-term debt, interest rate (as a percent)	6.75%	6.75%
Long-term debt, maturity year	2020	2020
6.625% senior notes, due 2021 [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 1,250.0	$ 1,250.0
Long-term debt, interest rate (as a percent)	6.625%	6.625%
Long-term debt, maturity year	2021	2021
7.75% senior notes, due 2022 [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 1,000.0	$ 1,000.0
Long-term debt, interest rate (as a percent)	7.75%	7.75%
Long-term debt, maturity year	2022	2022
6% senior notes, due 2023 [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 1,250.0	$ 1,250.0
Long-term debt, interest rate (as a percent)	6.00%	6.00%
Long-term debt, maturity year	2023	2023
7% debentures, due 2036, net [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 0.6	$ 0.6
Long-term debt, interest rate (as a percent)	7.00%	7.00%
Long-term debt, maturity year	2036	2036
6.7% debentures, due 2096 [Member]
Debt Instrument [Line Items]
Long-term debt, principal amount	$ 4.3	$ 4.3
Long-term debt, interest rate (as a percent)	6.70%	6.70%
Long-term debt, maturity year	2096	2096

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Segment Information - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2015 Segment Region
Segment Reporting [Abstract]
Number of geographic regions, where principal operating activities of the entity occur | Region	2
Number of reportable segments	2

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Stock-Based Compensation - Summary of Stock Options and Stock Appreciation Rights Activity (Detail) - Omnibus Plan [Member] shares in Thousands	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding at the beginning of the period (in shares)	16,176
Granted (in shares)	100
Exercised (in shares)	(1,013)
Forfeited or expired (in shares)	(1,596)
Outstanding at the end of the period (in shares)	13,667
Exercisable at the end of the period (in shares)	8,739
Outstanding at the beginning of the period (in dollars per share) | $ / shares	$ 15.27
Granted (in dollars per share) | $ / shares	19.37
Exercised (in dollars per share) | $ / shares	16.10
Forfeited or expired (in dollars per share) | $ / shares	33.50
Outstanding at the end of the period (in dollars per share) | $ / shares	13.15
Exercisable at the end of the period (in dollars per share) | $ / shares	$ 10.51

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Segment Information - Schedule of Segment Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Segment Reporting Information [Line Items]
Net Revenues	$ 2,280,816	$ 2,485,007	$ 6,998,195	$ 7,696,438
Other operating income (expense)
Preopening and start-up expenses	(16,510)	(10,233)	(50,270)	(25,628)
Property transactions, net	(7,123)	(6,794)	(12,665)	(40,522)
Depreciation and amortization	(204,742)	(202,386)	(619,719)	(613,111)
Operating income	297,377	286,489	1,041,002	1,057,425
Non-operating income (expense)
Interest expense, net of amounts capitalized	(191,781)	(202,835)	(611,288)	(616,158)
Non-operating items from unconsolidated affiliates	(22,968)	(22,810)	(59,745)	(69,021)
Other, net	(4,386)	(254)	(12,691)	(1,997)
Total non-operating income (expense)	(219,135)	(225,899)	(683,724)	(687,176)
Income before income taxes	78,242	60,590	357,278	370,249
Benefit (provision) for income taxes	16,493	(10,208)	76,570	44,401
Net income	94,735	50,382	433,848	414,650
Less: Net income attributable to noncontrolling interests	(28,310)	(70,652)	(100,114)	(222,260)
Net income (loss) attributable to MGM Resorts International	66,425	(20,270)	333,734	192,390
Reportable segments [Member]
Segment Reporting Information [Line Items]
Net Revenues	2,165,225	2,372,401	6,635,546	7,351,281
Adjusted Property EBITDA	539,514	541,774	1,668,129	1,810,231
Reportable segments [Member] | Wholly Owned Domestic Resorts [Member]
Segment Reporting Information [Line Items]
Net Revenues	1,636,188	1,578,136	4,919,563	4,787,640
Adjusted Property EBITDA	411,289	327,978	1,259,231	1,145,222
Reportable segments [Member] | MGM China [Member]
Segment Reporting Information [Line Items]
Net Revenues	529,037	794,265	1,715,983	2,563,641
Adjusted Property EBITDA	128,225	213,796	408,898	665,009
Corporate and other [Member]
Segment Reporting Information [Line Items]
Net Revenues	115,591	112,606	362,649	345,157
Other operating income (expense)
Corporate, unconsolidated affiliates and other, net	$ (13,762)	$ (35,872)	$ 55,527	$ (73,545)

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Stockholders' Equity - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) Attributable to MGM Resorts International by Component (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)
Accumulated Other Comprehensive Income Loss [Line Items]
Balances, beginning of the period	$ 12,991
Current period other comprehensive income (loss)	1,456
Balances, end of the period	14,447
Currency Translation Adjustment [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balances, beginning of the period	12,319
Current period other comprehensive income (loss)	2,128
Balances, end of the period	14,447
Other Adjustments [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Balances, beginning of the period	672
Current period other comprehensive income (loss)	$ (672)

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Investments in and Advances to Unconsolidated Affiliates - Schedule of Investments in and Advances to Unconsolidated Affiliates (Parenthetical) (Detail)	Sep. 30, 2015	Apr. 30, 2015	Mar. 31, 2015	Dec. 31, 2014
CityCenter Holdings, LLC [Member]
Schedule Of Equity Method Investments [Line Items]
Percentage ownership interest	50.00%	50.00%	50.00%	50.00%
Elgin Riverboat Resort-Riverboat Casino [Member]
Schedule Of Equity Method Investments [Line Items]
Percentage ownership interest	50.00%			50.00%
Marina District Development Company [Member]
Schedule Of Equity Method Investments [Line Items]
Percentage ownership interest	50.00%			50.00%

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Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Balance Sheet Information (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Condensed Balance Sheet Statements Captions [Line Items]
Current assets	$ 2,582,274	$ 3,027,160
Property and equipment, net	15,014,642	14,441,542
Investments in and advances to unconsolidated affiliates	1,536,531	1,559,034
Other non-current assets	7,546,819	7,674,775
Total assets	26,680,266	26,702,511
Current liabilities	1,952,855	3,407,925
Deferred income taxes, net	2,496,294	2,621,860
Long-term debt	12,821,037	12,913,882
Other long-term obligations	165,358	130,570
Total liabilities	17,435,544	19,074,237
Redeemable noncontrolling interest	5,000
MGM Resorts stockholders' equity	5,901,244	4,090,917
Noncontrolling interests	3,338,478	3,537,357
Total stockholders' equity	9,239,722	7,628,274
Total liabilities and stockholders' equity	26,680,266	26,702,511
Parent [Member]
Condensed Balance Sheet Statements Captions [Line Items]
Current assets	641,615	1,390,806
Investments in subsidiaries	20,794,181	20,430,160
Other non-current assets	121,610	141,035
Total assets	21,557,406	21,962,001
Current liabilities	268,473	1,680,319
Intercompany accounts	2,356,921	1,932,780
Deferred income taxes, net	2,187,057	2,312,828
Long-term debt	10,807,643	11,907,534
Other long-term obligations	36,068	37,623
Total liabilities	15,656,162	17,871,084
MGM Resorts stockholders' equity	5,901,244	4,090,917
Total stockholders' equity	5,901,244	4,090,917
Total liabilities and stockholders' equity	21,557,406	21,962,001
Guarantor Subsidiaries [Member]
Condensed Balance Sheet Statements Captions [Line Items]
Current assets	879,316	868,688
Property and equipment, net	12,362,060	12,445,086
Investments in subsidiaries	3,715,686	3,896,365
Investments in and advances to unconsolidated affiliates	1,503,891	1,526,446
Intercompany accounts	3,058,530	2,175,091
Other non-current assets	412,103	414,801
Total assets	21,931,586	21,326,477
Current liabilities	983,025	953,179
Long-term debt	4,837	4,837
Other long-term obligations	67,305	58,016
Total liabilities	1,055,167	1,016,032
MGM Resorts stockholders' equity	20,876,419	20,310,445
Total stockholders' equity	20,876,419	20,310,445
Total liabilities and stockholders' equity	21,931,586	21,326,477
Non-Guarantor Subsidiaries [Member]
Condensed Balance Sheet Statements Captions [Line Items]
Current assets	1,061,991	768,335
Property and equipment, net	2,664,554	2,008,428
Investments in and advances to unconsolidated affiliates	7,640	7,588
Other non-current assets	7,013,106	7,118,939
Total assets	10,747,291	9,903,290
Current liabilities	702,005	775,097
Intercompany accounts	701,609	242,311
Deferred income taxes, net	309,237	309,032
Long-term debt	2,008,557	1,001,511
Other long-term obligations	61,985	34,931
Total liabilities	3,783,393	2,362,882
Redeemable noncontrolling interest	5,000
MGM Resorts stockholders' equity	3,620,420	4,003,051
Noncontrolling interests	3,338,478	3,537,357
Total stockholders' equity	6,958,898	7,540,408
Total liabilities and stockholders' equity	10,747,291	9,903,290
Elimination [Member]
Condensed Balance Sheet Statements Captions [Line Items]
Current assets	(648)	(669)
Property and equipment, net	(11,972)	(11,972)
Investments in subsidiaries	(24,509,867)	(24,326,525)
Investments in and advances to unconsolidated affiliates	25,000	25,000
Intercompany accounts	(3,058,530)	(2,175,091)
Total assets	(27,556,017)	(26,489,257)
Current liabilities	(648)	(670)
Intercompany accounts	(3,058,530)	(2,175,091)
Total liabilities	(3,059,178)	(2,175,761)
MGM Resorts stockholders' equity	(24,496,839)	(24,313,496)
Total stockholders' equity	(24,496,839)	(24,313,496)
Total liabilities and stockholders' equity	$ (27,556,017)	$ (26,489,257)

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Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2015

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						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Compensation cost:
Omnibus Plan	$	7,732		$	7,588		$	23,401		$	21,285
MGM China Plan		1,989			2,638			7,314			6,075
Total compensation cost		9,721			10,226			30,715			27,360
Less:  Reimbursed costs and capitalized cost		(232	)		(275	)		(823	)		(809	)
Compensation cost after reimbursed costs and capitalized cost		9,489			9,951			29,892			26,551
Less:  Related tax benefit		(2,591	)		(2,517	)		(7,779	)		(7,043	)
Compensation cost, net of tax benefit	$	6,898		$	7,434		$	22,113		$	19,508

Omnibus Plan [Member]

Summary of Stock Options and Stock Appreciation Rights Activity

Stock options and stock appreciation rights (“SARs”)

	Units			Weighted Average
	(000’s)			Exercise Price
Outstanding at January 1, 2015		16,176		$	15.27
Granted		100			19.37
Exercised		(1,013	)		16.10
Forfeited or expired		(1,596	)		33.50
Outstanding at September 30, 2015		13,667			13.15
Exercisable at September 30, 2015		8,739			10.51

Schedule of Restricted Stock Units and Performance Share Units Activity

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

	RSUs					PSUs
				Weighted				Weighted		Weighted
				Average				Average		Average
	Units			Grant-Date		Units		Grant-Date		Target
	(000’s)			Fair Value		(000’s)		Fair Value		Price
Nonvested at January 1, 2015		1,358		$	18.27		1,455	$	15.14	$	20.48
Granted		60			20.05		—		—		—
Vested		(57	)		12.71		—		—		—
Forfeited		(65	)		17.92		—		—		—
Nonvested at September 30, 2015		1,296			18.61		1,455		15.14		20.48

Summary of Bonus Performance Share Units Activity

Bonus PSUs

	Units		Weighted Average
	(000’s)		Target Price
Outstanding at January 1, 2015		265	$	31.72
Granted		229		25.91
Outstanding at September 30, 2015		494		29.03

MGM China Plan [Member]

Summary of Stock Options Activity

A summary of activity under the MGM China Plan for the nine months ended September 30, 2015 is presented below:

Stock options

	Units			Weighted Average
	(000’s)			Exercise Price
Outstanding at January 1, 2015		35,058		$	2.85
Granted		15,296			1.87
Exercised		(20	)		2.01
Forfeited or expired		(2,187	)		2.23
Outstanding at September 30, 2015		48,147			2.57
Exercisable at September 30, 2015		17,530			2.40

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Stock-Based Compensation - Summary of Bonus Performance Share Units Activity (Detail) - Omnibus Plan [Member] - Bonus PSUs [Member] shares in Thousands	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested at the beginning of the period (in shares)	265
Granted (in shares)	229
Nonvested at the end of the period (in shares)	494
Outstanding at the beginning of period, Weighted Average Target Price (in dollars per share) | $ / shares	$ 31.72
Granted, Weighted Average Target Price (in dollars per share) | $ / shares	25.91
Outstanding at the end of period, Weighted Average Target Price (in dollars per share) | $ / shares	$ 29.03

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Income 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 Per Share (Detail) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Numerator:
Net income (loss) attributable to MGM Resorts International - basic	$ 66,425	$ (20,270)	$ 333,734	$ 192,390
Interest on convertible debt, net of tax			2,208
Potentially dilutive effect due to MGM China Share Option Plan		(86)	(7)	(299)
Net income (loss) attributable to MGM Resorts International - diluted	$ 66,425	$ (20,356)	$ 335,935	$ 192,091
Denominator:
Weighted-average common shares outstanding - basic	563,287	490,914	535,619	490,746
Potential dilution from share-based awards	6,033		5,920	6,482
Potential dilution from assumed conversion of convertible debt			6,211
Weighted-average common and common equivalent shares - diluted	569,320	490,914	547,750	497,228
Antidilutive share-based awards excluded from the calculation of diluted earnings per share	4,237	16,506	4,438	2,551

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Investments in and Advances to Unconsolidated Affiliates - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended
	Apr. 30, 2015	Mar. 31, 2015	Jun. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Jul. 07, 2015	Dec. 31, 2014
Schedule Of Equity Method Investments [Line Items]
Recognized property transactions, net		$ 80,000
CityCenter Holdings, LLC [Member]
Schedule Of Equity Method Investments [Line Items]
Recognized property transactions, net		$ 160,000
Percentage ownership interest	50.00%	50.00%		50.00%			50.00%
Special distribution declared	$ 400,000
Special distribution received	$ 200,000
Annual dividend distribution policy Description				Under the annual distribution policy, CityCenter will distribute up to 35% of excess cash flow, subject to the approval of the CityCenter board of directors.
Grand Victoria [Member]
Schedule Of Equity Method Investments [Line Items]
Percentage ownership interest			50.00%	50.00%
Investment impairment charge			$ 29,000		$ 28,789
Grand Victoria [Member] | Fair Value, Inputs, Level 3 [Member]
Schedule Of Equity Method Investments [Line Items]
Estimated fair value			$ 140,000
Silver Legacy [Member]
Schedule Of Equity Method Investments [Line Items]
Percentage ownership interest				50.00%		50.00%
Equity method investment, carrying value				$ 37,000
Estimated proceeds from sale of investments				$ 53,000

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Stock-Based Compensation - Schedule of Compensation Cost Recognized (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Compensation cost	$ 9,721	$ 10,226	$ 30,715	$ 27,360
Less: Reimbursed costs and capitalized cost	(232)	(275)	(823)	(809)
Compensation cost after reimbursed costs and capitalized cost	9,489	9,951	29,892	26,551
Less: Related tax benefit	(2,591)	(2,517)	(7,779)	(7,043)
Compensation cost, net of tax benefit	6,898	7,434	22,113	19,508
Omnibus Plan [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Compensation cost	7,732	7,588	23,401	21,285
MGM China Plan [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Compensation cost	$ 1,989	$ 2,638	$ 7,314	$ 6,075

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Stock-Based Compensation - Additional Information (Detail) shares in Millions	Sep. 30, 2015 shares
Omnibus Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for grant as share-based awards	24
China Share Option Plan | 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	328

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Assets Held For Sale

9 Months Ended

Sep. 30, 2015

Property Plant And Equipment Assets Held For Sale Disclosure [Abstract]

Assets Held for Sale

NOTE 3 — ASSETS HELD FOR SALE

On April 1, 2015, the Company closed the sale of Railroad Pass. At closing, the Company received $8 million in cash proceeds. The assets and liabilities of Railroad Pass were classified as held for sale as of December 31, 2014. At December 31, 2014, assets held for sale of $9 million, comprised predominantly of property and equipment, were classified within “Prepaid expenses and other” and liabilities related to assets held for sale of $2 million, comprised of accounts payable and other accrued liabilities, were classified within “Other accrued liabilities.”

On April 30, 2015, the Company closed the sale of Gold Strike and related assets in Jean, Nevada. At closing, the Company received $12 million in cash proceeds. The assets and liabilities of Gold Strike were classified as held for sale as of December 31, 2014. At December 31, 2014, assets held for sale of $14 million, comprised predominantly of property and equipment, were classified within “Prepaid expenses and other” and liabilities related to assets held for sale of $2 million, comprised of accounts payable and other accrued liabilities, were classified within “Other accrued liabilities.”

Railroad Pass and Gold Strike were not classified as discontinued operations because the Company concluded that the sales did not have a major effect on the Company’s operations or its financial results and they do not represent a disposal of a major geographic segment or product line.

On July 7, 2015, the Company entered into an agreement with Eldorado Resorts, Inc. to sell Circus Circus Reno, as well as the Company’s 50% interest in Silver Legacy and associated real property, for total consideration of $73 million plus Circus Circus Reno’s working capital. The Company allocated $20 million of the $73 million to Circus Circus Reno in accordance with the purchase and sale agreement. The sale is contingent upon regulatory approvals and other customary closing conditions. Circus Circus Reno  assets held for sale of $30 million and comprised predominantly of cash and property and equipment, were classified within “Prepaid expenses and other” and Circus Circus Reno liabilities related to assets held for sale of $9 million, comprised of accounts payable and other accrued liabilities, were classified within “Other accrued liabilities.” Circus Circus Reno was not classified as discontinued operations because the Company has concluded that the sale will not have a major effect on the Company’s operations or its financial results and it does not represent a disposal of a major geographic segment or product line. See Note 4 for further discussion of the sale of the Company’s 50% investment in Silver Legacy.  

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Income Per Share of Common Stock - Additional Information (Detail) - 4.25% convertible senior notes, due 2015, net [Member] - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Apr. 30, 2015	Dec. 31, 2014	Apr. 30, 2010
Investment Holdings [Line Items]
Long-term debt, principal amount	$ 1,450,000		$ 1,450,000	$ 1,450,000	$ 1,150,000
Long-term debt, interest rate (as a percent)	4.25%		4.25%	4.25%
Convertible Debt Issued June 2011 [Member]
Investment Holdings [Line Items]
Long-term debt, principal amount	$ 300,000	$ 300,000
Long-term debt, interest rate (as a percent)	4.25%	4.25%
Long-term debt, issuance date	2011-06	2011-06
Convertible Debt Issued April 2010 [Member]
Investment Holdings [Line Items]
Long-term debt, principal amount	$ 1,150	$ 1,150,000
Long-term debt, interest rate (as a percent)	4.25%	4.25%
Long-term debt, issuance date	2010-04	2010-04

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Organization - Additional Information (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2015 USD ($) a ft² games Slot Resort Room Seat Parking_garage_space Segment	Jul. 07, 2015	Apr. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Jun. 30, 2014
Organization Disclosure [Line Items]
Number of reportable segments | Segment	2
CityCenter Holdings, LLC [Member]
Organization Disclosure [Line Items]
Percentage ownership interest	50.00%		50.00%	50.00%	50.00%
Marina District Development Company [Member]
Organization Disclosure [Line Items]
Percentage ownership interest	50.00%				50.00%
Grand Victoria [Member]
Organization Disclosure [Line Items]
Percentage ownership interest	50.00%					50.00%
Silver Legacy [Member]
Organization Disclosure [Line Items]
Percentage ownership interest	50.00%	50.00%
Las Vegas Arena Company, LLC [Member]
Organization Disclosure [Line Items]
Percentage ownership interest	50.00%
Boyd [Member] | Borgata [Member]
Organization Disclosure [Line Items]
Percentage ownership interest	50.00%
MGM Hakkasan [Member] | MGM Hakkasan Hospitality [Member]
Organization Disclosure [Line Items]
Percentage ownership interest					50.00%
Co-venturer [Member] | Infinity World Development Corp [Member] | CityCenter Holdings, LLC [Member]
Organization Disclosure [Line Items]
Percentage ownership interest	50.00%
Co-venturer [Member] | Hyatt Gaming [Member] | Grand Victoria [Member]
Organization Disclosure [Line Items]
Percentage ownership interest	50.00%
Scenario, Forecast [Member] | Las Vegas Arena Company, LLC [Member]
Organization Disclosure [Line Items]
Expected development and construction cost, excluding capitalized and land related costs	$ 350
Scenario, Forecast [Member] | Maximum [Member] | Las Vegas Arena Company, LLC [Member]
Organization Disclosure [Line Items]
Number of seats | Seat	20,000
Scenario, Forecast [Member] | Minimum [Member] | Las Vegas Arena Company, LLC [Member]
Organization Disclosure [Line Items]
Number of seats | Seat	18,000
MGM China [Member]
Organization Disclosure [Line Items]
Percentage ownership interest	51.00%
MGM Cotai [Member] | Scenario, Forecast [Member]
Organization Disclosure [Line Items]
Expected development and construction cost, excluding capitalized and land related costs	$ 3,000
MGM Cotai [Member] | Scenario, Forecast [Member] | Maximum [Member]
Organization Disclosure [Line Items]
Number of hotel rooms | Room	1,500
Number of gaming tables | games	500
Number of slots | Slot	1,500
Crystals [Member] | CityCenter Holdings, LLC [Member]
Organization Disclosure [Line Items]
Annual management fee	$ 3
Aria and Vdara [Member] | CityCenter Holdings, LLC [Member]
Organization Disclosure [Line Items]
Management fee as a percentage of revenues	2.00%
Management fee received, percentage of EBITDA	5.00%
Mgm National Harbor [Member] | Scenario, Forecast [Member]
Organization Disclosure [Line Items]
Number of hotel rooms | Room	300
Number of gaming tables | games	160
Number of slots | Slot	3,600
Expected development and construction cost, excluding capitalized and land related costs	$ 1,300
Number of seats | Seat	3,000
Area of meeting and event space | ft²	50,000
Area of retail and restaurant space | ft²	93,100
Parking garage space | Parking_garage_space	4,700
Mississippi [Member]
Organization Disclosure [Line Items]
Number of resorts owned and operated | Resort	2
Macau [Member] | MGM Cotai [Member] | Scenario, Forecast [Member]
Organization Disclosure [Line Items]
Area of development site (in acres) | a	18
Massachusetts [Member] | MGM Springfield [Member] | Scenario, Forecast [Member]
Organization Disclosure [Line Items]
Area of development site (in acres) | a	14
Number of hotel rooms | Room	250
Number of gaming tables | games	100
Number of slots | Slot	3,000
Expected development and construction cost, excluding capitalized and land related costs	$ 760
Area of meeting and event space | ft²	45,000
Area of retail and restaurant space | ft²	90,000
Parking garage space | Parking_garage_space	3,500

XML

Condensed Consolidating Financial Information (Tables)

9 Months Ended

Sep. 30, 2015

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Schedule of Condensed Consolidating Balance Sheet Information

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

	At September 30, 2015
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination			Consolidated
	(In thousands)
Current assets	$	641,615	$	879,316	$	1,061,991	$	(648	)	$	2,582,274
Property and equipment, net		—		12,362,060		2,664,554		(11,972	)		15,014,642
Investments in subsidiaries		20,794,181		3,715,686		—		(24,509,867	)		—
Investments in and advances to unconsolidated affiliates		—		1,503,891		7,640		25,000			1,536,531
Intercompany accounts		—		3,058,530		—		(3,058,530	)		—
Other non-current assets		121,610		412,103		7,013,106		—			7,546,819
	$	21,557,406	$	21,931,586	$	10,747,291	$	(27,556,017	)	$	26,680,266
Current liabilities	$	268,473	$	983,025	$	702,005	$	(648	)	$	1,952,855
Intercompany accounts		2,356,921		—		701,609		(3,058,530	)		—
Deferred income taxes, net		2,187,057		—		309,237		—			2,496,294
Long-term debt		10,807,643		4,837		2,008,557		—			12,821,037
Other long-term obligations		36,068		67,305		61,985		—			165,358
Total liabilities		15,656,162		1,055,167		3,783,393		(3,059,178	)		17,435,544
Redeemable noncontrolling interest		—		—		5,000		—			5,000
MGM Resorts stockholders' equity		5,901,244		20,876,419		3,620,420		(24,496,839	)		5,901,244
Noncontrolling interests		—		—		3,338,478		—			3,338,478
Total stockholders' equity		5,901,244		20,876,419		6,958,898		(24,496,839	)		9,239,722
	$	21,557,406	$	21,931,586	$	10,747,291	$	(27,556,017	)	$	26,680,266

	At December 31, 2014
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination			Consolidated
	(In thousands)
Current assets	$	1,390,806	$	868,688	$	768,335	$	(669	)	$	3,027,160
Property and equipment, net		—		12,445,086		2,008,428		(11,972	)		14,441,542
Investments in subsidiaries		20,430,160		3,896,365		—		(24,326,525	)		—
Investments in and advances to unconsolidated affiliates		—		1,526,446		7,588		25,000			1,559,034
Intercompany accounts		—		2,175,091		—		(2,175,091	)		—
Other non-current assets		141,035		414,801		7,118,939		—			7,674,775
	$	21,962,001	$	21,326,477	$	9,903,290	$	(26,489,257	)	$	26,702,511
Current liabilities	$	1,680,319	$	953,179	$	775,097	$	(670	)	$	3,407,925
Intercompany accounts		1,932,780		—		242,311		(2,175,091	)		—
Deferred income taxes, net		2,312,828		—		309,032		—			2,621,860
Long-term debt		11,907,534		4,837		1,001,511		—			12,913,882
Other long-term obligations		37,623		58,016		34,931		—			130,570
Total liabilities		17,871,084		1,016,032		2,362,882		(2,175,761	)		19,074,237
MGM Resorts stockholders' equity		4,090,917		20,310,445		4,003,051		(24,313,496	)		4,090,917
Noncontrolling interests		—		—		3,537,357		—			3,537,357
Total stockholders' equity		4,090,917		20,310,445		7,540,408		(24,313,496	)		7,628,274
	$	21,962,001	$	21,326,477	$	9,903,290	$	(26,489,257	)	$	26,702,511

Schedule of Condensed Consolidating Statement of Operations and Comprehensive Income Information

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION

	Three Months Ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	1,622,593		$	658,889		$	(666	)	$	2,280,816
Equity in subsidiaries' earnings		247,524			40,742			—			(288,266	)		—
Expenses
Casino and hotel operations		1,552			962,392			434,622			(666	)		1,397,900
General and administrative		1,132			284,328			55,035			—			340,495
Corporate expense		36,186			37,873			(40	)		—			74,019
Preopening and start-up expenses		—			1,268			15,242			—			16,510
Property transactions, net		—			6,984			139			—			7,123
Depreciation and amortization		—			136,795			67,947			—			204,742
		38,870			1,429,640			572,945			(666	)		2,040,789
Income from unconsolidated affiliates		—			56,829			521			—			57,350
Operating income (loss)		208,654			290,524			86,465			(288,266	)		297,377
Interest expense, net of amounts capitalized		(179,636	)		(232	)		(11,913	)		—			(191,781	)
Other, net		12,882			(25,748	)		(14,488	)		—			(27,354	)
Income (loss) before income taxes		41,900			264,544			60,064			(288,266	)		78,242
Benefit (provision) for income taxes		24,525			(7,078	)		(954	)		—			16,493
Net income (loss)		66,425			257,466			59,110			(288,266	)		94,735
Less: Net income attributable to noncontrolling interests		—			—			(28,310	)		—			(28,310	)
Net income (loss) attributable to MGM Resorts International	$	66,425		$	257,466		$	30,800		$	(288,266	)	$	66,425
Net income (loss)	$	66,425		$	257,466		$	59,110		$	(288,266	)	$	94,735
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		556			556			1,291			(1,112	)		1,291
Other comprehensive income (loss)		556			556			1,291			(1,112	)		1,291
Comprehensive income (loss)		66,981			258,022			60,401			(289,378	)		96,026
Less: Comprehensive income attributable to noncontrolling interests		—			—			(29,045	)		—			(29,045	)
Comprehensive income (loss) attributable to MGM Resorts International	$	66,981		$	258,022		$	31,356		$	(289,378	)	$	66,981

	Nine Months Ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	4,879,596		$	2,120,699		$	(2,100	)	$	6,998,195
Equity in subsidiaries' earnings		875,725			133,367			—			(1,009,092	)		—
Expenses
Casino and hotel operations		4,558			2,893,832			1,409,527			(2,100	)		4,305,817
General and administrative		3,372			830,777			168,227			—			1,002,376
Corporate expense		72,279			112,143			(445	)		—			183,977
Preopening and start-up expenses		—			3,511			46,759			—			50,270
Property transactions, net		—			11,697			968			—			12,665
Depreciation and amortization		—			396,852			222,867			—			619,719
		80,209			4,248,812			1,847,903			(2,100	)		6,174,824
Income from unconsolidated affiliates		—			217,575			56			—			217,631
Operating income (loss)		795,516			981,726			272,852			(1,009,092	)		1,041,002
Interest expense, net of amounts capitalized		(587,286	)		(783	)		(23,219	)		—			(611,288	)
Other, net		35,306			(64,900	)		(42,842	)		—			(72,436	)
Income (loss) before income taxes		243,536			916,043			206,791			(1,009,092	)		357,278
Benefit (provision) for income taxes		90,198			(11,575	)		(2,053	)		—			76,570
Net income (loss)		333,734			904,468			204,738			(1,009,092	)		433,848
Less: Net income attributable to noncontrolling interests		—			—			(100,114	)		—			(100,114	)
Net income (loss) attributable to MGM Resorts International	$	333,734		$	904,468		$	104,624		$	(1,009,092	)	$	333,734
Net income (loss)	$	333,734		$	904,468		$	204,738		$	(1,009,092	)	$	433,848
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		2,128			2,128			4,375			(4,256	)		4,375
Other		(672	)		(672	)		—			672			(672	)
Other comprehensive income (loss)		1,456			1,456			4,375			(3,584	)		3,703
Comprehensive income (loss)		335,190			905,924			209,113			(1,012,676	)		437,551
Less: Comprehensive income attributable to noncontrolling interests		—			—			(102,361	)		—			(102,361	)
Comprehensive income (loss) attributable to MGM Resorts International	$	335,190		$	905,924		$	106,752		$	(1,012,676	)	$	335,190

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION

	Three Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	1,563,598		$	922,000		$	(591	)	$	2,485,007
Equity in subsidiaries' earnings		188,090			82,071			—			(270,161	)		—
Expenses
Casino and hotel operations		1,311			985,981			606,357			(591	)		1,593,058
General and administrative		1,183			289,167			57,137			—			347,487
Corporate expense		17,984			39,086			4,493			—			61,563
Preopening and start-up expenses		—			614			9,619			—			10,233
Property transactions, net		—			4,332			2,462			—			6,794
Depreciation and amortization		—			124,323			78,063			—			202,386
		20,478			1,443,503			758,131			(591	)		2,221,521
Income from unconsolidated affiliates		—			22,950			53			—			23,003
Operating income (loss)		167,612			225,116			163,922			(270,161	)		286,489
Interest expense, net of amounts capitalized		(195,659	)		(136	)		(7,040	)		—			(202,835	)
Other, net		13,843			(22,253	)		(14,654	)		—			(23,064	)
Income (loss) before income taxes		(14,204	)		202,727			142,228			(270,161	)		60,590
Benefit (provision) for income taxes		(6,066	)		(4,694	)		552			—			(10,208	)
Net income (loss)		(20,270	)		198,033			142,780			(270,161	)		50,382
Less: Net income attributable to noncontrolling interests		—			—			(70,652	)		—			(70,652	)
Net income (loss) attributable to MGM Resorts International	$	(20,270	)	$	198,033		$	72,128		$	(270,161	)	$	(20,270	)
Net income (loss)	$	(20,270	)	$	198,033		$	142,780		$	(270,161	)	$	50,382
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(6,847	)		(6,847	)		(13,505	)		13,694			(13,505	)
Other comprehensive income (loss)		(6,847	)		(6,847	)		(13,505	)		13,694			(13,505	)
Comprehensive income (loss)		(27,117	)		191,186			129,275			(256,467	)		36,877
Less: Comprehensive income attributable to noncontrolling interests		—			—			(63,994	)		—			(63,994	)
Comprehensive income (loss) attributable to MGM Resorts International	$	(27,117	)	$	191,186		$	65,281		$	(256,467	)	$	(27,117	)

	Nine Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	4,737,229		$	2,961,014		$	(1,805	)	$	7,696,438
Equity in subsidiaries' earnings		744,544			260,886			—			(1,005,430	)		—
Expenses
Casino and hotel operations		3,864			2,879,883			1,980,203			(1,805	)		4,862,145
General and administrative		3,429			822,147			168,641			—			994,217
Corporate expense		51,447			108,870			9,036			—			169,353
Preopening and start-up expenses		—			3,620			22,008			—			25,628
Property transactions, net		—			37,870			2,652			—			40,522
Depreciation and amortization		—			376,251			236,860			—			613,111
		58,740			4,228,641			2,419,400			(1,805	)		6,704,976
Income from unconsolidated affiliates		—			65,719			244			—			65,963
Operating income (loss)		685,804			835,193			541,858			(1,005,430	)		1,057,425
Interest expense, net of amounts capitalized		(592,771	)		(360	)		(23,027	)		—			(616,158	)
Other, net		48,792			(68,616	)		(51,194	)		—			(71,018	)
Income (loss) before income taxes		141,825			766,217			467,637			(1,005,430	)		370,249
Benefit (provision) for income taxes		50,565			(5,161	)		(1,003	)		—			44,401
Net income (loss)		192,390			761,056			466,634			(1,005,430	)		414,650
Less: Net income attributable to noncontrolling interests		—			—			(222,260	)		—			(222,260	)
Net income (loss) attributable to MGM Resorts International	$	192,390		$	761,056		$	244,374		$	(1,005,430	)	$	192,390
Net income (loss)	$	192,390		$	761,056		$	466,634		$	(1,005,430	)	$	414,650
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(5,365	)		(5,365	)		(10,403	)		10,730			(10,403	)
Other		1,250			1,250			—			(1,250	)		1,250
Other comprehensive income (loss)		(4,115	)		(4,115	)		(10,403	)		9,480			(9,153	)
Comprehensive income (loss)		188,275			756,941			456,231			(995,950	)		405,497
Less: Comprehensive income attributable to noncontrolling interests		—			—			(217,222	)		—			(217,222	)
Comprehensive income (loss) attributable to MGM Resorts International	$	188,275		$	756,941		$	239,009		$	(995,950	)	$	188,275

Schedule of Condensed Consolidating Statement of Cash Flows Information

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

	Nine Months Ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(620,381	)	$	996,466		$	361,695		$	—		$	737,780
Cash flows from investing activities
Capital expenditures, net of construction payable		—			(312,877	)		(687,701	)		—			(1,000,578	)
Dispositions of property and equipment		—			266			77			—			343
Proceeds from sale of assets held for sale		—			19,797			—			—			19,797
Investments in and advances to unconsolidated affiliates		(141,390	)		(53,134	)		—			—			(194,524	)
Distributions from unconsolidated affiliates in excess of cumulative earnings		—			202,850			—			—			202,850
Investments in cash deposits - maturities longer than 90 days		(200,205	)		—			—			—			(200,205	)
Proceeds from cash deposits - maturities longer than 90 days		770,205			—			—			—			770,205
Intercompany accounts		—			(883,440	)		—			883,440			—
Other		—			(5,483	)		5,542			—			59
Net cash provided by (used in) investing activities		428,610			(1,032,021	)		(682,082	)		883,440			(402,053	)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less		(1,272,875	)		—			555,275			—			(717,600	)
Borrowings under bank credit facilities - maturities longer than 90 days		3,768,750			—			1,350,000			—			5,118,750
Repayments under bank credit facilities - maturities longer than 90 days		(2,516,875	)		—			(900,000	)		—			(3,416,875	)
Retirement of senior notes		(875,504	)		—			—			—			(875,504	)
Debt issuance costs		—			—			(46,170	)		—			(46,170	)
Intercompany accounts		911,212			12,218			(39,990	)		(883,440	)		—
Distributions to noncontrolling interest owners		—			—			(304,562	)		—			(304,562	)
Proceeds from issuance of redeemable noncontrolling interest		—			—			5,000			—			5,000
Other		(1,059	)		—			9			—			(1,050	)
Net cash provided by (used in) financing activities		13,649			12,218			619,562			(883,440	)		(238,011	)
Effect of exchange rate on cash		—			—			845			—			845
Cash and cash equivalents
Net increase (decrease) for the period		(178,122	)		(23,337	)		300,020			—			98,561
Change in cash related to assets held for sale		—			(4,481	)		—			—			(4,481	)
Balance, beginning of period		799,508			255,655			658,552			—			1,713,715
Balance, end of period	$	621,386		$	227,837		$	958,572		$	—		$	1,807,795

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

	Nine Months Ended September 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	$	(542,357	)	$	939,191		$	600,980		$	25,000		$	1,022,814
Cash flows from investing activities
Capital expenditures, net of construction payable		—			(267,039	)		(350,420	)		—			(617,459	)
Dispositions of property and equipment		—			143			394			—			537
Investments in and advances to unconsolidated affiliates		(18,700	)		(26,746	)		—			(25,000	)		(70,446	)
Distributions from unconsolidated affiliates in excess of cumulative earnings		—			999			—			—			999
Investments in treasury securities - maturities longer than 90 days		—			(123,133	)		—			—			(123,133	)
Proceeds from treasury securities - maturities longer than 90 days		—			210,300			—			—			210,300
Intercompany accounts		—			(665,021	)		—			665,021			—
Other		—			8,149			—			—			8,149
Net cash provided by (used in) investing activities		(18,700	)		(862,348	)		(350,026	)		640,021			(591,053	)
Cash flows from financing activities
Net repayments under bank credit facilities - maturities of 90 days or less		(1,290,375	)		—			(450,000	)		—			(1,740,375	)
Borrowings under bank credit facilities - maturities longer than 90 days		3,821,250			—			1,350,000			—			5,171,250
Repayments under bank credit facilities - maturities longer than 90 days		(2,551,875	)		—			(900,000	)		—			(3,451,875	)
Retirement of senior notes		(508,900	)		—			—			—			(508,900	)
Intercompany accounts		1,113,239			(67,907	)		(380,311	)		(665,021	)		—
Distributions to noncontrolling interest owners		—			—			(385,722	)		—			(385,722	)
Other		(2,326	)		(860	)		(271	)		—			(3,457	)
Net cash provided by (used in) financing activities		581,013			(68,767	)		(766,304	)		(665,021	)		(919,079	)
Effect of exchange rate on cash		—			—			(1,577	)		—			(1,577	)
Cash and cash equivalents
Net increase (decrease) for the period		19,956			8,076			(516,927	)		—			(488,895	)
Cash related to assets held for sale		—			(1,347	)		—			—			(1,347	)
Balance, beginning of period		378,660			237,457			1,187,552			—			1,803,669
Balance, end of period	$	398,616		$	244,186		$	670,625		$	—		$	1,313,427

XML

Related Party Transactions - Additional Information (Detail) - MGM China [Member] - Ms Pansy Ho - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Brand license agreement [Member]
Related Party Transaction [Line Items]
License fee as percentage of MGM China consolidated net revenue			1.75%
Per annum percentage increase in development fee annual cap			20.00%
License fees	$ 9,000,000	$ 12,000,000	$ 30,000,000	$ 43,000,000
Brand license agreement [Member] | Scenario, Forecast [Member] | Maximum [Member]
Related Party Transaction [Line Items]
License fee cap			$ 52,000,000
Development services agreement [Member]
Related Party Transaction [Line Items]
Per annum percentage increase in development fee annual cap			10.00%
Development fee as percentage of project cost			2.625%
Development fees			$ 10,000,000	$ 0
Development services agreement [Member] | Scenario, Forecast [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Development fees			$ 27,000,000

XML

Stockholders' Equity - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended						9 Months Ended
	Aug. 31, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Sep. 30, 2015	Sep. 30, 2014
Stockholders Equity Note [Line Items]
Distributions to noncontrolling interest owners							$ 304,562	$ 385,722
MGM China [Member] | Special Dividend [Member]
Stockholders Equity Note [Line Items]
Dividends paid			$ 400,000			$ 499,000
Dividend remained within the consolidated entity			204,000			254,000
Distributions to noncontrolling interest owners			$ 196,000			$ 245,000
MGM China [Member] | Final Dividend [Member]
Stockholders Equity Note [Line Items]
Dividends paid		$ 120,000			$ 127,000
Dividend remained within the consolidated entity		61,000			65,000
Distributions to noncontrolling interest owners		$ 59,000			$ 62,000
MGM China [Member] | Interim Dividend [Member]
Stockholders Equity Note [Line Items]
Dividends paid	$ 76,000			$ 137,000
Dividend remained within the consolidated entity	39,000			70,000
Distributions to noncontrolling interest owners	$ 37,000			$ 67,000

XML

Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Dec. 31, 2015	Apr. 30, 2015	Dec. 31, 2014
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Accrual for property and equipment	$ 11,000,000	$ 11,000,000
Construction retention accrued	38,000,000	38,000,000
Obligations under capital leases	12,000,000	12,000,000
Goodwill, carrying value	2,898,996,000	2,898,996,000			$ 2,897,110,000
Redeemable noncontrolling interest	$ 5,000,000	$ 5,000,000
Effective income tax rate	(21.10%)	(21.40%)
Macau [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Special gaming tax rate		35.00%
MGM China [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Goodwill, carrying value	$ 2,800,000,000	$ 2,800,000,000
Percentage of fair value in excess of carrying amount	9.00%	9.00%
MGM China [Member] | Macau [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Complementary tax rate		12.00%
Period exempted from complementary tax, second exemption period granted		5 years
Complementary tax exemption expiration date		Dec. 31, 2016
Third exemption period from complementary tax assumed based on third exemption period granted to a competitor		5 years
Tax credit carryforward, description		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 its assessment of the realization of the foreign tax credit deferred tax asset. Furthermore, the Company does not rely on future U.S source operating income in assessing future foreign tax credit realization due to its history of recent losses in the U.S. and therefore only relies on U.S. federal taxable temporary differences that it expects will reverse during the 10-year foreign tax credit carryover period.
Foreign tax credit carry forward expiration period		10 years
MGM China [Member] | Macau [Member] | Foreign Tax Authority [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Increase in deferred tax valuation allowance		$ 81,000,000
Increase in valuation allowance, recorded as direct reduction to income tax benefit		$ 40,000,000
MGM China [Member] | Macau [Member] | Foreign Tax Authority [Member] | Scenario, Forecast [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Net deferred foreign tax credit asset			$ 182,000,000
Mgm National Harbor [Member] | Radio One, Inc [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Redeemable noncontrolling interest				$ 5,000,000
Noncontrolling interest, description		In addition, Radio One was given the right to make one additional capital contribution of up to $35 million prior to July 1, 2016 for the purchase of additional Membership Interests
Mgm National Harbor [Member] | Radio One, Inc [Member] | Maximum [Member]
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items]
Additional capital contribution	$ 35,000,000	$ 35,000,000

XML

Assets Held for Sale - Additional Information (Detail) - USD ($) $ in Millions	Sep. 30, 2015	Jul. 07, 2015	Apr. 30, 2015	Apr. 01, 2015	Dec. 31, 2014
Silver Legacy [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Percentage ownership interest	50.00%	50.00%
Railroad Pass Hotel & Casino [Member] | Assets Held-for-sale [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Consideration received				$ 8
Assets held for sale					$ 9
Liabilities held for sale					2
Gold Strike Hotel & Gambling Hall [Member] | Assets Held-for-sale [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Consideration received			$ 12
Assets held for sale					14
Liabilities held for sale					$ 2
Circus Circus Reno And Silver Legacy [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Consideration received		$ 73
Circus Circus Reno [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Consideration received		$ 20
Circus Circus Reno [Member] | Assets Held-for-sale [Member]
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Assets held for sale	$ 30
Liabilities held for sale	$ 9

XML

Basis of Presentation and Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

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 accounting principles generally accepted in the United States have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2014 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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 1 inputs for its long-term debt fair value disclosures. See Note 5.

Property and equipment. As of September 30, 2015, the Company had accrued $11 million for property and equipment within “Accounts payable” and $38 million related to construction retention in “Other long-term obligations.” In addition, during the nine months ended September 30, 2015, the Company entered into capital leases with obligations of $12 million.

Goodwill and other intangible assets. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests in the fourth quarter of each fiscal year. Due to a significant decrease in MGM China’s cash flows as well as a decline in the market capitalization of MGM China relative to its net book value, the Company performed an interim impairment test of goodwill related to the MGM China reporting unit in the second quarter of 2015.

Goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on the estimated future results of the Company’s reporting units discounted using market discount rates and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the reporting unit’s peer group. If the carrying value of the reporting unit exceeds its fair value, an indication of impairment exists and the Company must proceed to measure an impairment loss, if any. In measuring an impairment loss, the implied fair value of a reporting unit’s goodwill is compared to the carrying value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to its assets and liabilities and the amount remaining, if any, is the implied fair value of goodwill. If the implied fair value of goodwill is less than its carrying value then it must be written down to its implied fair value.

The results of the Company’s interim impairment test indicated the fair value of the MGM China reporting unit exceeded its carrying value by 9%. Therefore, the Company concluded that the carrying value of goodwill of $2.8 billion related to MGM China was not impaired based on the interim test. The Company has continued monitoring the results of this reporting unit and determined that circumstances did not exist that would require the Company to perform an interim impairment test in the third quarter of 2015.

Redeemable noncontrolling interest. In April 2015, MGM National Harbor issued non-voting membership interests in MGM National Harbor (“Membership Interests”) to Radio One, Inc. (“Radio One”), a noncontrolling interest party, for a purchase price of $5 million. In addition, Radio One was given the right to make one additional capital contribution of up to $35 million prior to July 1, 2016 for the purchase of additional Membership Interests.

The Membership Interests provide for annual preferred distributions by MGM National Harbor to Radio One based on a percentage of its annual net gaming revenue (as defined in the MGM National Harbor operating agreement). Such distributions will begin within ninety days after the end of the fiscal year in which the opening date of MGM National Harbor occurs, and after the end of each subsequent fiscal year. Also, beginning on the third anniversary of the last day of the calendar quarter in which the opening date of MGM National Harbor occurs (and on each subsequent anniversary thereof) Radio One will have the ability to require MGM National Harbor to purchase all or a portion of its Membership Interests for a purchase price that is based on a contractually agreed upon formula. Radio One also has the right to sell back all or a portion of its Membership Interest prior to such date if MGM National Harbor were to guarantee or grant liens to secure any indebtedness of the Company other than the indebtedness of MGM National Harbor.

The Company has recorded the Membership Interests as “Redeemable noncontrolling interest” in the mezzanine section of the accompanying consolidated balance sheets and not stockholders’ equity because their redemption is not exclusively in the Company’s control. Membership Interests are initially accounted for at fair value. Subsequently, the Company will recognize changes in the redemption value as they occur and adjust the carrying amount of the redeemable noncontrolling interests to equal the maximum redemption value, provided such amount does not fall below the initial carrying value, at the end of each reporting period. The Company will reflect any changes caused by such an adjustment in retained earnings.

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 (21.1)% and (21.4)% for the three and nine months ended September 30, 2015, 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. As of December 31, 2014, the scheduled future reversal of existing U.S. federal taxable temporary differences exceeded the scheduled future reversal of existing U.S. federal deductible temporary differences. Consequently, the Company no longer applies a valuation allowance against its domestic deferred tax assets other than its foreign tax credit deferred tax asset.

The Company generates significant excess foreign tax credits each year that are attributable to the Macau Special Gaming Tax which is 35% of gross gaming revenue in Macau. 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 and the Company continues to receive distributions from MGM China, 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 its assessment of the realization of the foreign tax credit deferred tax asset. Furthermore, the Company does not rely on future U.S. source operating income in assessing future foreign tax credit realization due to its history of recent losses in the U.S. and therefore only relies on U.S. federal taxable temporary differences that it expects will reverse during the 10-year foreign tax credit carryover period.

The Company’s assessment of realization of its foreign tax credit deferred tax asset is based on available evidence, including assumptions about future profitability of and distributions from MGM China, as well as its assumption concerning renewals of the five-year exemption from Macau’s 12% complementary tax on gaming profits. As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to such assumptions may have a material impact on the amount of the valuation allowance. For example, should the Company in a future period actually receive or be able to assume an additional five-year exemption, an additional valuation allowance would likely need to be provided on some portion or all of the foreign tax credit deferred tax asset, resulting in an increase in the provision for income taxes in such period and such increase may be material. In addition, a change to forecasts of future profitability of, and distributions from, MGM China could also result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in such period.

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, of approximately $182 million as of December 31, 2015 and has reflected this assumption in its annual effective tax rate for 2015. During the first and second quarters of 2015, the Company reassessed the foreign tax credit valuation allowance as a result of the continued decline in market conditions in Macau. The valuation allowance was increased by $81 million, of which $40 million was recorded as a direct reduction in income tax benefit during the nine months ended September 30, 2015, with the remainder impacting the effective tax rate for 2015. No material change was made to the foreign tax credit valuation allowance in the three months ended September 30, 2015.

Recently issued accounting standards. In May 2014, the Financial Accounting Standards Board (“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, 2017. 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 that adoption of ASU 2014-09 will have on its consolidated financial statements and footnote disclosures.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, “Amendments to the Consolidation Analysis,” (“ASU 2015-02”), which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015.  ASU 2015-02 amends: the assessment of whether a limited partnership is a variable interest entity; the effect that fees paid to a decisionmaker have on the consolidation analysis; how variable interests held by a reporting entity’s related parties or de facto agents affect its consolidation conclusion; and for entities other than limited partnerships, clarifies how to determine whether the equity holders as a group have power over an entity. The Company is currently assessing the impact that adoption of ASU 2015-02 will have on its consolidated financial statements and footnote disclosures.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” (“ASU 2015-03”), which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The amortization of such costs will continue to be reported as interest expense. The Company does not believe the adoption of ASU 2015-03 will have a material effect on its financial statements or footnote disclosures.

In August 2015, the FASB issued Accounting Standards Update No. 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” (“ASU 2015-15”), which should be adopted concurrent with ASU 2015-03. ASU 2015-15 allows for debt issuance costs related to line-of-credit agreements to be presented in the balance sheet as an asset, and for such costs to be amortized ratably over the term of the contract regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amortization of such costs will continue to be reported as interest expense. The Company does not believe the adoption of ASU 2015-15 will have a material effect on its financial statements or footnote disclosures.

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Investments in and Advances to Unconsolidated Affiliates - Schedule of Investments in and Advances to Unconsolidated Affiliates (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Schedule Of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated affiliates	$ 1,536,531	$ 1,559,034
CityCenter Holdings, LLC [Member]
Schedule Of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated affiliates	1,126,129	1,221,306
Elgin Riverboat Resort-Riverboat Casino [Member]
Schedule Of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated affiliates	138,313	141,162
Marina District Development Company [Member]
Schedule Of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated affiliates	139,444	109,252
Other [Member]
Schedule Of Equity Method Investments [Line Items]
Investments in and advances to unconsolidated affiliates	$ 132,645	$ 87,314

XML

Long-Term Debt - Additional Information (Detail) $ / shares in Units, shares in Millions	1 Months Ended		3 Months Ended	9 Months Ended
	Jul. 31, 2015 USD ($)	Apr. 30, 2015 USD ($) $ / shares shares	Sep. 30, 2015 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)	Apr. 30, 2010 USD ($)
Debt Instrument [Line Items]
Long-term debt, fair value			$ 13,100,000,000	$ 13,100,000,000	$ 15,100,000,000
Senior credit facility term loan A [Member]
Debt Instrument [Line Items]
Credit facility amount			$ 1,020,000,000	$ 1,020,000,000
Long-term debt, maturity date				Dec. 20, 2017
Amortization payments of original principal balance (as percent)				0.25%
Interest rate at the end of the period (as a percent)			2.90%	2.90%
Senior credit facility term loan B [Member]
Debt Instrument [Line Items]
Credit facility amount			$ 1,700,000,000	$ 1,700,000,000
Interest rate floor (as a percent)			1.00%	1.00%
Long-term debt, maturity date				Dec. 20, 2019
Amortization payments of original principal balance (as percent)				0.25%
Interest rate at the end of the period (as a percent)			3.50%	3.50%
6.625% senior notes, due 2015, net [Member]
Debt Instrument [Line Items]
Repayments	$ 875,000,000
Long-term debt, interest rate (as a percent)	6.625%		6.625%	6.625%	6.625%
Long-term debt, maturity				2015-07
Long-term debt, principal amount			$ 875,000,000	$ 875,000,000	$ 875,000,000
4.25% convertible senior notes, due 2015, net [Member]
Debt Instrument [Line Items]
Long-term debt, interest rate (as a percent)		4.25%	4.25%	4.25%	4.25%
Long-term debt, principal amount		$ 1,450,000,000	$ 1,450,000,000	$ 1,450,000,000	$ 1,450,000,000	$ 1,150,000,000
Conversion ratio, number of shares per $1,000 principal amount, numerator		53.83
Initial conversion price of shares (in dollars per share) | $ / shares		$ 18.58
Common stock shares issued | shares		78
Share received upon capped call transactions | shares		6
LIBOR [Member] | Senior credit facility term loan A [Member]
Debt Instrument [Line Items]
Variable interest rate base				LIBOR
LIBOR [Member] | Senior credit facility term loan B [Member]
Debt Instrument [Line Items]
Variable interest rate base				LIBOR
Interest rate margin (as a percent)				2.50%
Senior credit facility [Member]
Debt Instrument [Line Items]
Annual capital expenditures after giving effect to unused amounts from prior year				$ 794,000,000
Senior credit facility [Member] | Collateralized land and assets of MGM Grand Detroit [Member] | MGM Grand Detroit, LLC [Member]
Debt Instrument [Line Items]
Debt instrument, collateral amount			450,000,000	450,000,000
Senior credit facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Annual capital expenditures				500,000,000
Senior credit facility [Member] | Maximum [Member] | Collateralized land and assets of MGM Grand Las Vegas, Bellagio and The Mirage [Member]
Debt Instrument [Line Items]
Debt instrument, collateral amount			3,350,000,000	3,350,000,000
Senior credit facility [Member] | Minimum [Member] | Debt Covenant Terms September Thirty Two Thousand and Fifteen [Member]
Debt Instrument [Line Items]
Trailing annual earnings before interest, taxes, depreciation and amortization (EBITDA)				1,300,000,000
Senior credit facility [Member] | Minimum [Member] | Debt Covenant Terms December Thirty One Two Thousand and Fifteen [Member]
Debt Instrument [Line Items]
Trailing annual earnings before interest, taxes, depreciation and amortization (EBITDA)				1,300,000,000
Senior credit facility [Member] | Minimum [Member] | Debt Covenant Terms March Thirty One Two Thousand And Sixteen
Debt Instrument [Line Items]
Trailing annual earnings before interest, taxes, depreciation and amortization (EBITDA)				1,350,000,000
Senior credit facility [Member] | Minimum [Member] | Debt Covenant Terms December Thirty One Two Thousand and Sixteen
Debt Instrument [Line Items]
Trailing annual earnings before interest, taxes, depreciation and amortization (EBITDA)				1,350,000,000
Senior credit facility [Member] | Minimum [Member] | Debt Covenant Terms Trailing Four Quarters [Member]
Debt Instrument [Line Items]
Trailing annual earnings before interest, taxes, depreciation and amortization (EBITDA)				1,650,000,000
Senior credit facility [Member] | Minimum [Member] | Debt Covenant Terms March Thirty One Two Thousand and Seventeen
Debt Instrument [Line Items]
Trailing annual earnings before interest, taxes, depreciation and amortization (EBITDA)				1,400,000,000
Senior credit facility [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility amount			1,200,000,000	$ 1,200,000,000
Long-term debt, maturity date				Dec. 20, 2017
Available borrowing capacity			1,200,000,000	$ 1,200,000,000
Senior credit facility [Member] | Term Loans [Member]
Debt Instrument [Line Items]
Repayments			7,000,000	21,000,000
Long-term debt, principal amount			2,723,000,000	$ 2,723,000,000	$ 2,744,000,000
Senior credit facility [Member] | LIBOR [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Variable interest rate base				LIBOR
Interest rate margin (as a percent)				2.75%
MGM Grand Paradise credit facility [Member]
Debt Instrument [Line Items]
Long-term debt, maturity date				Oct. 31, 2017
MGM Grand Paradise credit facility [Member] | Amended and Restated Credit Agreement [Member]
Debt Instrument [Line Items]
Long-term debt, maturity date				Apr. 30, 2019
Long-term debt, extension period				18 months
MGM Grand Paradise credit facility [Member] | Amended and Restated Credit Agreement [Member] | Maximum [Member] | Debt Covenant Terms Prior to First Anniversary of MGM Cotai Opening [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio				4.50%
MGM Grand Paradise credit facility [Member] | Amended and Restated Credit Agreement [Member] | Maximum [Member] | Debt Covenant Terms Subsequent to First Anniversary of MGM Cotai Opening [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio				4.00%
MGM Grand Paradise credit facility [Member] | Amended and Restated Credit Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Consolidated interest coverage ratio				2.50%
MGM Grand Paradise credit facility [Member] | Revolving Credit Facility [Member] | Amended and Restated Credit Agreement [Member]
Debt Instrument [Line Items]
Credit facility amount			1,450,000,000	$ 1,450,000,000
MGM Grand Paradise credit facility [Member] | Term Loans [Member] | Amended and Restated Credit Agreement [Member]
Debt Instrument [Line Items]
Credit facility amount			$ 1,550,000,000	$ 1,550,000,000
Weighted average interest rate at the end of the period (as a percent)			1.99%	1.99%
MGM Grand Paradise credit facility [Member] | HIBOR [Member] | Amended and Restated Credit Agreement [Member]
Debt Instrument [Line Items]
Variable interest rate base				HIBOR
Interest rate margin (as a percent)				1.75%
MGM Grand Paradise credit facility [Member] | HIBOR [Member] | Amended and Restated Credit Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest rate margin (as a percent)				2.50%
MGM Grand Paradise credit facility [Member] | HIBOR [Member] | Amended and Restated Credit Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate margin (as a percent)				1.375%

XML

Property Transactions, Net - Schedule of Property Transactions, Net (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Property Plant And Equipment [Line Items]
Other property transactions, net	$ 7,123	$ 6,794		$ 12,665	$ 11,733
Property transactions, net	$ 7,123	$ 6,794		$ 12,665	40,522
Grand Victoria [Member]
Property Plant And Equipment [Line Items]
Investment impairment charge			$ 29,000		$ 28,789

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 1,807,795	$ 1,713,715
Cash deposits - original maturities longer than 90 days		570,000
Accounts receivable, net	470,842	473,345
Inventories	100,533	104,011
Income tax receivable	16,054	14,675
Prepaid expenses and other	187,050	151,414
Total current assets	2,582,274	3,027,160
Property and equipment, net	15,014,642	14,441,542
Other assets
Investments in and advances to unconsolidated affiliates	1,536,531	1,559,034
Goodwill	2,898,996	2,897,110
Other intangible assets, net	4,212,660	4,364,856
Other long-term assets, net	435,163	412,809
Total other assets	9,083,350	9,233,809
Total assets	26,680,266	26,702,511
Current liabilities
Accounts payable	168,651	164,252
Construction payable	188,246	170,439
Deferred income taxes, net	89,834	62,142
Current portion of long-term debt		1,245,320
Accrued interest on long-term debt	143,361	191,155
Other accrued liabilities	1,362,763	1,574,617
Total current liabilities	1,952,855	3,407,925
Deferred income taxes, net	2,496,294	2,621,860
Long-term debt	12,821,037	12,913,882
Other long-term obligations	$ 165,358	$ 130,570
Commitments and contingencies (Note 6)
Redeemable noncontrolling interest	$ 5,000
Stockholders' equity
Common stock, $.01 par value: authorized 1,000,000,000 shares, issued and outstanding 563,212,549 and 491,292,117 shares	5,632	$ 4,913
Capital in excess of par value	5,655,340	4,180,922
Retained earnings (accumulated deficit)	225,825	(107,909)
Accumulated other comprehensive income	14,447	12,991
Total MGM Resorts International stockholders' equity	5,901,244	4,090,917
Noncontrolling interests	3,338,478	3,537,357
Total stockholders' equity	9,239,722	7,628,274
Total liabilities and stockholders' equity	$ 26,680,266	$ 26,702,511

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Stockholders' Equity - Changes in Stockholders' Equity (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Increase (Decrease) in Stockholders' Equity
Balances			$ 7,628,274
Net income	$ 94,735	$ 50,382	433,848	$ 414,650
Currency translation adjustment	1,291	$ (13,505)	4,375	(10,403)
Other comprehensive loss from unconsolidated affiliate, net			(672)	$ 1,250
Stock-based compensation			30,715
Tax effect of stock-based compensation			(4,795)
Issuance of common stock pursuant to stock-based compensation awards			(1,572)
Issuance of common stock pursuant to conversion of notes			1,449,496
Cash distributions to noncontrolling interest owners			(304,828)
Issuance of performance share units			4,872
Other			9
Balances	9,239,722		9,239,722
MGM Resorts Stockholders' Equity [Member]
Increase (Decrease) in Stockholders' Equity
Balances			4,090,917
Net income			333,734
Currency translation adjustment			2,128
Other comprehensive loss from unconsolidated affiliate, net			(672)
Stock-based compensation			27,131
Tax effect of stock-based compensation			(4,795)
Issuance of common stock pursuant to stock-based compensation awards			(1,572)
Issuance of common stock pursuant to conversion of notes			1,449,496
Issuance of performance share units			4,872
Other			5
Balances	5,901,244		5,901,244
Non-controlling Interests [Member]
Increase (Decrease) in Stockholders' Equity
Balances			3,537,357
Net income			100,114
Currency translation adjustment			2,247
Stock-based compensation			3,584
Cash distributions to noncontrolling interest owners			(304,828)
Other			4
Balances	$ 3,338,478		$ 3,338,478

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities
Net income	$ 433,848	$ 414,650
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	619,719	613,111
Amortization of debt discounts, premiums and issuance costs	34,829	28,107
Loss on retirement of long-term debt	1,924
Provision for doubtful accounts	46,971	32,554
Stock-based compensation	30,624	26,551
Property transactions, net	12,665	40,522
(Income) loss from unconsolidated affiliates	(155,473)	3,195
Distributions from unconsolidated affiliates	11,200	11,101
Deferred income taxes	(106,223)	6,379
Change in operating assets and liabilities:
Accounts receivable	(45,251)	21,678
Inventories	1,055	8,508
Income taxes receivable and payable, net	1,456	(12,419)
Prepaid expenses and other	(28,584)	7,100
Prepaid Cotai land concession premium	(24,167)	(24,162)
Accounts payable and accrued liabilities	(108,002)	(169,720)
Other	11,189	15,659
Net cash provided by operating activities	737,780	1,022,814
Cash flows from investing activities
Capital expenditures, net of construction payable	(1,000,578)	(617,459)
Dispositions of property and equipment	343	537
Proceeds from sale of assets held for sale	19,797
Investments in and advances to unconsolidated affiliates	(194,524)	(70,446)
Distributions from unconsolidated affiliates in excess of cumulative earnings	202,850	999
Investments in treasury securities - maturities longer than 90 days		(123,133)
Proceeds from treasury securities - maturities longer than 90 days		210,300
Investments in cash deposits - maturities longer than 90 days	(200,205)
Proceeds from cash deposits - maturities longer than 90 days	770,205
Other	59	8,149
Net cash used in investing activities	(402,053)	(591,053)
Cash flows from financing activities
Net repayments under bank credit facilities – maturities of 90 days or less	(717,600)	(1,740,375)
Borrowings under bank credit facilities – maturities longer than 90 days	5,118,750	5,171,250
Repayments under bank credit facilities – maturities longer than 90 days	(3,416,875)	(3,451,875)
Retirement of senior notes	(875,504)	(508,900)
Debt issuance costs	(46,170)
Distributions to noncontrolling interest owners	(304,562)	(385,722)
Proceeds from issuance of redeemable noncontrolling interest	5,000
Other	(1,050)	(3,457)
Net cash used in financing activities	(238,011)	(919,079)
Effect of exchange rate on cash	845	(1,577)
Cash and cash equivalents
Net increase (decrease) for the period	98,561	(488,895)
Change in cash related to assets held for sale	(4,481)	(1,347)
Balance, beginning of period	1,713,715	1,803,669
Balance, end of period	1,807,795	1,313,427
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized	624,253	595,781
Federal, state and foreign income taxes paid, net of refunds	31,440	40,262
Non-cash investing and financing activities
Conversion of convertible senior notes to equity	1,449,499
Increase (decrease) in investment in and advances to CityCenter related to change in completion guarantee liability	$ (8,198)	$ 73,695

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Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Cash Flows Information (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)
Cash flows from operating activities
Net cash provided by (used in) operating activities	$ 737,780	$ 1,022,814
Cash flows from investing activities
Capital expenditures, net of construction payable	(1,000,578)	(617,459)
Dispositions of property and equipment	343	537
Proceeds from sale of assets held for sale	19,797
Investments in and advances to unconsolidated affiliates	(194,524)	(70,446)
Distributions from unconsolidated affiliates in excess of cumulative earnings	202,850	999
Investments in cash deposits - maturities longer than 90 days	(200,205)
Proceeds from cash deposits - maturities longer than 90 days	770,205
Investments in treasury securities - maturities longer than 90 days		(123,133)
Proceeds from treasury securities - maturities longer than 90 days		210,300
Other	59	8,149
Net cash used in investing activities	(402,053)	(591,053)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less	(717,600)	(1,740,375)
Borrowings under bank credit facilities – maturities longer than 90 days	5,118,750	5,171,250
Repayments under bank credit facilities – maturities longer than 90 days	(3,416,875)	(3,451,875)
Retirement of senior notes	(875,504)	(508,900)
Debt issuance costs	(46,170)
Distributions to noncontrolling interest owners	(304,562)	(385,722)
Proceeds from issuance of redeemable noncontrolling interest	5,000
Other	(1,050)	(3,457)
Net cash used in financing activities	(238,011)	(919,079)
Effect of exchange rate on cash	845	(1,577)
Cash and cash equivalents
Net increase (decrease) for the period	98,561	(488,895)
Change in cash related to assets held for sale	(4,481)	(1,347)
Balance, beginning of period	1,713,715	1,803,669
Balance, end of period	1,807,795	1,313,427
Parent [Member]
Cash flows from operating activities
Net cash provided by (used in) operating activities	(620,381)	(542,357)
Cash flows from investing activities
Investments in and advances to unconsolidated affiliates	(141,390)	(18,700)
Investments in cash deposits - maturities longer than 90 days	(200,205)
Proceeds from cash deposits - maturities longer than 90 days	770,205
Net cash used in investing activities	428,610	(18,700)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less	(1,272,875)	(1,290,375)
Borrowings under bank credit facilities – maturities longer than 90 days	3,768,750	3,821,250
Repayments under bank credit facilities – maturities longer than 90 days	(2,516,875)	(2,551,875)
Retirement of senior notes	(875,504)	(508,900)
Intercompany accounts	911,212	1,113,239
Other	(1,059)	(2,326)
Net cash used in financing activities	13,649	581,013
Cash and cash equivalents
Net increase (decrease) for the period	(178,122)	19,956
Balance, beginning of period	799,508	378,660
Balance, end of period	621,386	398,616
Guarantor Subsidiaries [Member]
Cash flows from operating activities
Net cash provided by (used in) operating activities	996,466	939,191
Cash flows from investing activities
Capital expenditures, net of construction payable	(312,877)	(267,039)
Dispositions of property and equipment	266	143
Proceeds from sale of assets held for sale	19,797
Investments in and advances to unconsolidated affiliates	(53,134)	(26,746)
Distributions from unconsolidated affiliates in excess of cumulative earnings	202,850	999
Investments in treasury securities - maturities longer than 90 days		(123,133)
Proceeds from treasury securities - maturities longer than 90 days		210,300
Intercompany accounts	(883,440)	(665,021)
Other	(5,483)	8,149
Net cash used in investing activities	(1,032,021)	(862,348)
Cash flows from financing activities
Intercompany accounts	12,218	(67,907)
Other		(860)
Net cash used in financing activities	12,218	(68,767)
Cash and cash equivalents
Net increase (decrease) for the period	(23,337)	8,076
Change in cash related to assets held for sale	(4,481)	(1,347)
Balance, beginning of period	255,655	237,457
Balance, end of period	227,837	244,186
Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities
Net cash provided by (used in) operating activities	361,695	600,980
Cash flows from investing activities
Capital expenditures, net of construction payable	(687,701)	(350,420)
Dispositions of property and equipment	77	394
Other	5,542
Net cash used in investing activities	(682,082)	(350,026)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less	555,275	(450,000)
Borrowings under bank credit facilities – maturities longer than 90 days	1,350,000	1,350,000
Repayments under bank credit facilities – maturities longer than 90 days	(900,000)	(900,000)
Debt issuance costs	(46,170)
Intercompany accounts	(39,990)	(380,311)
Distributions to noncontrolling interest owners	(304,562)	(385,722)
Proceeds from issuance of redeemable noncontrolling interest	5,000
Other	9	(271)
Net cash used in financing activities	619,562	(766,304)
Effect of exchange rate on cash	845	(1,577)
Cash and cash equivalents
Net increase (decrease) for the period	300,020	(516,927)
Balance, beginning of period	658,552	1,187,552
Balance, end of period	958,572	670,625
Elimination [Member]
Cash flows from operating activities
Net cash provided by (used in) operating activities		25,000
Cash flows from investing activities
Investments in and advances to unconsolidated affiliates		(25,000)
Intercompany accounts	883,440	665,021
Net cash used in investing activities	883,440	640,021
Cash flows from financing activities
Intercompany accounts	(883,440)	(665,021)
Net cash used in financing activities	$ (883,440)	$ (665,021)

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Investments in and Advances to Unconsolidated Affiliates - Summarized Balance Sheet Information (Detail) - CityCenter Holdings, LLC [Member] - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Schedule Of Equity Method Investments [Line Items]
Current assets	$ 395,493	$ 561,904
Property and other assets, net	7,715,174	7,883,709
Current liabilities	269,266	508,168
Long-term debt and other long-term obligations	1,553,642	1,552,913
Equity	$ 6,287,759	$ 6,384,532

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Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long-term debt consisted of the following:

	September 30,		December 31,
	2015		2014
	(In thousands)
Senior credit facility:
$2,723 million ($2,744 million at December 31, 2014) term loans, net	$	2,717,947	$	2,738,118
MGM Grand Paradise credit facility		1,559,994		553,177
$1,450 million 4.25% convertible senior notes, due 2015, net		—		1,451,405
$875 million 6.625% senior notes, due 2015, net		—		875,370
$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		498,747		497,955
$743 million 7.625% senior notes, due 2017		743,000		743,000
$475 million 11.375% senior notes, due 2018, net		470,188		468,949
$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
$1,250 million 6% senior notes, due 2023, net		1,250,675		1,250,742
$0.6 million 7% debentures, due 2036, net		572		572
$4.3 million 6.7% debentures, due 2096		4,265		4,265
		12,821,037		14,159,202
Less: Current portion		—		(1,245,320	)
	$	12,821,037	$	12,913,882

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Investments in and Advances to Unconsolidated Affiliates - Summarized Income Statement Information (Detail) - CityCenter Holdings, LLC [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Schedule Of Equity Method Investments [Line Items]
Net revenues	$ 294,267	$ 297,402	$ 934,488	$ 953,694
Operating expenses	(281,823)	(333,594)	(718,225)	(1,009,758)
Operating income (loss)	12,444	(36,192)	216,263	(56,064)
Non-operating expenses	(18,362)	(22,909)	(54,426)	(75,027)
Net income (loss)	$ (5,918)	$ (59,101)	$ 161,837	$ (131,091)

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Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Changes in Stockholders' Equity

The following table presents the Company’s changes in stockholders’ equity for the nine months ended September 30, 2015:

	MGM Resorts
	International						Total
	Stockholders'			Noncontrolling			Stockholders'
	Equity			Interests			Equity
	(In thousands)
Balances, January 1, 2015	$	4,090,917		$	3,537,357		$	7,628,274
Net income		333,734			100,114			433,848
Currency translation adjustment		2,128			2,247			4,375
Other comprehensive loss from unconsolidated affiliate, net		(672	)		—			(672	)
Stock-based compensation		27,131			3,584			30,715
Tax effect of stock-based compensation		(4,795	)		—			(4,795	)
Issuance of common stock pursuant to stock-based compensation awards		(1,572	)		—			(1,572	)
Issuance of common stock pursuant to conversion of notes		1,449,496			—			1,449,496
Cash distributions to noncontrolling interest owners		—			(304,828	)		(304,828	)
Issuance of performance share units		4,872			—			4,872
Other		5			4			9
Balances, September 30, 2015	$	5,901,244		$	3,338,478		$	9,239,722

Schedule of Changes in Accumulated Other Comprehensive Income (Loss) Attributable to MGM Resorts International by Component

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

	Currency
	Translation		Other
	Adjustment		Adjustments			Total
	(In thousands)
Balances, January 1, 2015	$	12,319	$	672		$	12,991
Current period other comprehensive income (loss)		2,128		(672	)		1,456
Balances, September 30, 2015	$	14,447	$	—		$	14,447

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Organization

9 Months Ended

Sep. 30, 2015

Organization Consolidation And Presentation Of Financial Statements [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, 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. In July 2015, the Company entered into an agreement to sell Circus Circus Reno in Reno, Nevada, as discussed in Note 3. Along with local investors, 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 in 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 also has a land concession contract with the government of Macau to develop a second resort and casino on an approximately 18 acre site in Cotai, Macau (“MGM Cotai”). MGM Cotai will be an integrated casino, hotel and entertainment complex with capacity for up to 500 gaming tables and up to 1,500 slots, and featuring approximately 1,500 hotel rooms. The total estimated project budget is $3.0 billion, excluding development fees eliminated in consolidation, capitalized interest and land related costs.

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 4 for additional information related to CityCenter.

The Company owns 50% of 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 also has a 50% interest in Grand Victoria. 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. In July 2015, the Company entered an agreement to sell its 50% interest in Silver Legacy, located in Reno, Nevada. See Note 4 for additional information regarding the Company’s investments in unconsolidated affiliates.

The Company has entered into management agreements for future 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. Upon formation, the Company contributed its management agreements for non-gaming hotels, resorts and residential projects (outside of the greater China region) under development to MGM Hakkasan. In May 2015, the Company and the Hakkasan Group mutually agreed to terminate MGM Hakkasan and the brand license from Hakkasan Group. The Company will continue to develop these projects under its brands through MGM Hospitality (a wholly-owned subsidiary). Additionally, the Company will continue to develop and manage properties in the greater China region with Diaoyutai State Guesthouse, including MGM Grand Sanya.

The Maryland Video Lottery Facility Location Commission has awarded the Company’s subsidiary developing MGM National Harbor the license to build and operate a destination casino resort in Prince George’s County at National Harbor, which is a waterfront development located on the Potomac River just outside of Washington D.C. The expected cost to develop and construct MGM National Harbor is approximately $1.3 billion, excluding capitalized interest and land related costs. The Company expects the resort to include a casino with approximately 3,600 slots and 160 table games including poker; a 300-room hotel with luxury spa and rooftop pool; 93,100 square feet of high‑end branded retail and fine and casual dining; a 3,000-seat theater venue; 50,000 square feet of meeting and event space; and a 4,700-space parking garage.

A subsidiary of the Company was awarded the Category One casino license in Region B, Western Massachusetts, one of three licensing regions designated by legislation, to build and operate MGM Springfield. MGM Springfield will be developed on approximately 14 acres of land in downtown Springfield, Massachusetts. The Company’s plans for the resort originally included a casino with approximately 3,000 slots and 100 table games including poker; a 250-room hotel tower; 90,000 square feet of retail and restaurant space; 45,000 square feet of meeting and event space; and a 3,500-space parking garage, with an expected development and construction cost of approximately $760 million, excluding capitalized interest and land related costs.  The Company has recently undertaken a design and cost review of MGM Springfield and has proposed design and scope changes for various elements of the project.  The proposed changes have been submitted to Springfield’s Mayor and City Council and the Massachusetts Gaming Commission for approval.  The Company’s review of construction costs remains underway and will be impacted by the final determination of project design and scope, but the Company currently anticipates the cost may increase from the previous estimate of approximately $760 million.

In 2013, the Company formed Las Vegas Arena Company, LLC (the “Las Vegas Arena Company”) with a subsidiary of Anschutz Entertainment Group, Inc. (“AEG”) – a leader in sports, entertainment, and promotions – to design, construct, and operate the Las Vegas 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 owns 50% of Las Vegas Arena Company. The Las Vegas Arena is anticipated to seat between 18,000 and 20,000 people. Such development is estimated to cost approximately $350 million, excluding capitalized interest and land related costs.

The Company has two reportable segments: wholly owned domestic resorts and MGM China. See Note 11 for additional information about the Company’s segments.

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
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	563,212,549	491,292,117
Common stock, outstanding shares	563,212,549	491,292,117

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Segment Information

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Segment Information

NOTE 11 — 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, net” 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 measure defined as Adjusted EBITDA before corporate expense and stock compensation expense related to the Omnibus Plan, which are not allocated to the reportable segments or each operating segment, as applicable. MGM China recognizes stock compensation expense related to the MGM China Plan which is included in the calculation of Adjusted EBITDA for MGM China. Adjusted EBITDA is a 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						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Net Revenues
Wholly owned domestic resorts	$	1,636,188		$	1,578,136		$	4,919,563		$	4,787,640
MGM China		529,037			794,265			1,715,983			2,563,641
Reportable segment net revenues		2,165,225			2,372,401			6,635,546			7,351,281
Corporate and other		115,591			112,606			362,649			345,157
	$	2,280,816		$	2,485,007		$	6,998,195		$	7,696,438
Adjusted Property EBITDA
Wholly owned domestic resorts	$	411,289		$	327,978		$	1,259,231		$	1,145,222
MGM China		128,225			213,796			408,898			665,009
Reportable segment Adjusted Property EBITDA		539,514			541,774			1,668,129			1,810,231
Other operating income (expense)
Corporate, unconsolidated affiliates and other, net		(13,762	)		(35,872	)		55,527			(73,545	)
Preopening and start-up expenses		(16,510	)		(10,233	)		(50,270	)		(25,628	)
Property transactions, net		(7,123	)		(6,794	)		(12,665	)		(40,522	)
Depreciation and amortization		(204,742	)		(202,386	)		(619,719	)		(613,111	)
Operating income		297,377			286,489			1,041,002			1,057,425
Non-operating income (expense)
Interest expense, net of amounts capitalized		(191,781	)		(202,835	)		(611,288	)		(616,158	)
Non-operating items from unconsolidated affiliates		(22,968	)		(22,810	)		(59,745	)		(69,021	)
Other, net		(4,386	)		(254	)		(12,691	)		(1,997	)
		(219,135	)		(225,899	)		(683,724	)		(687,176	)
Income before income taxes		78,242			60,590			357,278			370,249
Benefit (provision) for income taxes		16,493			(10,208	)		76,570			44,401
Net income		94,735			50,382			433,848			414,650
Less: Net income attributable to noncontrolling interests		(28,310	)		(70,652	)		(100,114	)		(222,260	)
Net income (loss) attributable to MGM Resorts International	$	66,425		$	(20,270	)	$	333,734		$	192,390

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 02, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
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		563,465,386

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Related Party Transactions

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 12 — 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. Ho, Pansy Catilina Chiu King 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 $52 million in 2015 with a 20% increase per annum during the agreement term. During the three and nine months ended September 30, 2015, MGM China incurred total license fees of $9 million and $30 million, respectively. During the three and nine months ended September 30, 2014, MGM China incurred total license fees of $12 million and $43 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 casino resort 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 $27 million in 2015, which will increase by 10% per annum for each year during the term of the agreement. During the nine months ended September 30, 2015, MGM China paid $10 million of fees to MGM Branding and Development related to development services. Such amounts have been eliminated in consolidation. No fee was paid during the nine months ended September 30, 2014.

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Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues
Casino	$ 1,181,593	$ 1,420,538	$ 3,696,071	$ 4,479,135
Rooms	466,032	433,005	1,415,955	1,348,542
Food and beverage	397,332	396,470	1,204,616	1,192,585
Entertainment	141,085	146,315	402,025	418,827
Retail	53,272	50,720	153,791	146,147
Other	126,585	132,126	390,954	391,621
Reimbursed costs	98,292	98,317	302,900	289,037
Total revenues, gross	2,464,191	2,677,491	7,566,312	8,265,894
Less: Promotional allowances	(183,375)	(192,484)	(568,117)	(569,456)
Total revenues, net	2,280,816	2,485,007	6,998,195	7,696,438
Expenses
Casino	699,569	884,177	2,220,804	2,791,828
Rooms	140,806	143,993	424,184	420,644
Food and beverage	236,988	234,307	701,636	695,489
Entertainment	107,478	109,757	308,874	313,455
Retail	26,767	26,183	79,261	75,714
Other	88,000	96,324	268,158	275,978
Reimbursed costs	98,292	98,317	302,900	289,037
General and administrative	340,495	347,487	1,002,376	994,217
Corporate expense	74,019	61,563	183,977	169,353
Preopening and start-up expenses	16,510	10,233	50,270	25,628
Property transactions, net	7,123	6,794	12,665	40,522
Depreciation and amortization	204,742	202,386	619,719	613,111
Total expenses	2,040,789	2,221,521	6,174,824	6,704,976
Income from unconsolidated affiliates	57,350	23,003	217,631	65,963
Operating income	297,377	286,489	1,041,002	1,057,425
Non-operating income (expense)
Interest expense, net of amounts capitalized	(191,781)	(202,835)	(611,288)	(616,158)
Non-operating items from unconsolidated affiliates	(22,968)	(22,810)	(59,745)	(69,021)
Other, net	(4,386)	(254)	(12,691)	(1,997)
Total non-operating income (expense)	(219,135)	(225,899)	(683,724)	(687,176)
Income before income taxes	78,242	60,590	357,278	370,249
Benefit (provision) for income taxes	16,493	(10,208)	76,570	44,401
Net income	94,735	50,382	433,848	414,650
Less: Net income attributable to noncontrolling interests	(28,310)	(70,652)	(100,114)	(222,260)
Net income (loss) attributable to MGM Resorts International	$ 66,425	$ (20,270)	$ 333,734	$ 192,390
Net income (loss) per share of common stock attributable to MGM Resorts International
Basic	$ 0.12	$ (0.04)	$ 0.62	$ 0.39
Diluted	$ 0.12	$ (0.04)	$ 0.61	$ 0.39

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2015

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 6 — COMMITMENTS AND CONTINGENCIES

CityCenter completion guarantee. In October 2013, the Company entered into a third amended and restated completion and cost overrun guarantee, which was collateralized by substantially all of the assets of Circus Circus Las Vegas, as well as certain land adjacent to that property. During the first quarter of 2015, the Company fulfilled its remaining significant obligations under the completion guarantee in conjunction with the resolution of the Perini litigation and related settlement agreements. In total, the Company funded $888 million under the completion guarantee. In June 2015, the completion guarantee was terminated and the collateral assets securing such completion guarantee were released.

Cotai land concession contract. MGM Grand Paradise’s land concession contract for an approximate 18 acre site on the Cotai Strip in 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 installments. As of September 30, 2015, MGM China had paid $130 million of the contract premium, including interest due on the semi-annual installments, and the amount paid is recorded within “Other long-term assets, net.” Including interest on the three remaining semi-annual installments, MGM China has approximately $44 million remaining payable for the land concession contract. Under the terms of the land concession contract, MGM Grand Paradise is required to complete the development of the land by January 2018.

Las Vegas Arena. In conjunction with Las Vegas Arena Company entering a senior secured credit facility in 2014, the Company and AEG each entered joint and several completion guarantees for the project, as well as a payment guarantee for the $75 million term loan B (subject to increases and decreases in the event of a rebalancing of the principal amount of indebtedness between the term loan A and term loan B facilities). Additionally, in conjunction with the Las Vegas Arena Company’s senior secured credit facility, the Company and AEG contributed equal amounts totaling $175 million for construction as of September 30, 2015.

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 September 30, 2015, the Company had $10 million in letters of credit outstanding. MGM Grand Paradise’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 September 30, 2015, MGM China had provided approximately $39 million of guarantees outstanding under its credit facility.

In connection with the development of MGM Springfield as discussed in Note 1, the Company obtained a surety bond of $52 million naming the Commonwealth of Massachusetts as beneficiary, and payable thereto, in the event that the Company’s subsidiary is unable to complete the gaming establishment.

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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Long-Term Debt

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Long-Term Debt

NOTE 5 — LONG-TERM DEBT

Long-term debt consisted of the following:

	September 30,		December 31,
	2015		2014
	(In thousands)
Senior credit facility:
$2,723 million ($2,744 million at December 31, 2014) term loans, net	$	2,717,947	$	2,738,118
MGM Grand Paradise credit facility		1,559,994		553,177
$1,450 million 4.25% convertible senior notes, due 2015, net		—		1,451,405
$875 million 6.625% senior notes, due 2015, net		—		875,370
$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		498,747		497,955
$743 million 7.625% senior notes, due 2017		743,000		743,000
$475 million 11.375% senior notes, due 2018, net		470,188		468,949
$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
$1,250 million 6% senior notes, due 2023, net		1,250,675		1,250,742
$0.6 million 7% debentures, due 2036, net		572		572
$4.3 million 6.7% debentures, due 2096		4,265		4,265
		12,821,037		14,159,202
Less: Current portion		—		(1,245,320	)
	$	12,821,037	$	12,913,882

Debt due within one year of the September 30, 2015 balance sheet was classified as long-term as the Company has both the intent and ability to refinance current maturities on a long-term basis under its revolving senior credit facility. At December 31, 2014, the amount available under the Company’s revolving senior credit facility was less than current maturities related to the Company’s term loan credit facilities, convertible senior notes and senior notes. The Company excluded from the December 31, 2014 current portion of long-term debt the amount available for refinancing under its revolving credit facility.

Senior credit facility. At September 30, 2015, the Company’s senior credit facility consisted of a $1.2 billion revolving credit facility, a $1.02 billion term loan A facility and a $1.70 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 September 30, 2015). 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 $21 million in the three and nine months ended September 30, 2015, respectively, in accordance with the scheduled amortization. The Company had $1.2 billion of available borrowing capacity under its senior credit facility at September 30, 2015. At September 30, 2015, the interest rate on the term loan A was 2.9% and 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 (the “Restricted Group”) to maintain a minimum trailing four-quarter EBITDA (as defined in the senior credit facility) and limits the ability of the Restricted Group to make capital expenditures and investments. As of September 30, 2015 and through December 31, 2015, the Restricted Group is required to maintain a minimum EBITDA of $1.30 billion. The minimum EBITDA requirement increases to $1.35 billion for March 31, 2016 through December 31, 2016 and to $1.40 billion for March 31, 2017 and thereafter. EBITDA for the trailing four quarters ended September 30, 2015, calculated in accordance with the terms of the senior credit facility (which includes cash distributions from unconsolidated affiliates, such as the CityCenter distribution), was $1.65 billion. The senior credit facility limits the Restricted Group 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 Restricted Group’s total capital expenditures allowable under the senior credit facility for fiscal year 2015, after giving effect to unused amounts from 2014, was $794 million. In addition, the senior credit facility limits the Restricted Group’s ability to make investments subject to certain thresholds and other important exceptions. As of September 30, 2015, the Restricted Group was within the limit of capital expenditures and other investments for the 2015 calendar year.

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 Grand Paradise credit facility. In June 2015, MGM China and MGM Grand Paradise, as co-borrowers, entered into a second amended and restated credit facility which consists of $1.55 billion of term loans and a $1.45 billion revolving credit facility. The term was extended for an eighteen month period to April 2019, with scheduled amortization payments of the term loans beginning in October 2017. The MGM Grand Paradise credit facility bears interest at a fluctuating rate per annum based on HIBOR plus a margin, initially set for a six month period at 1.75% per annum, but thereafter will range between 1.375% and 2.50% based on MGM China’s leverage ratio. The MGM Grand Paradise 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 facility. The outstanding balance at September 30, 2015 was comprised solely of term loans. At September 30, 2015, the weighted average interest rate on the term loans was 1.99%.

The MGM Grand Paradise credit facility 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 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 September 30, 2015.

Senior notes. The Company repaid its $875 million 6.625% senior notes in July 2015 at maturity.

Convertible senior notes. In April 2015, holders of substantially all of the $1.45 billion in aggregate principle amount of 4.25% convertible senior notes elected to convert the notes into approximately 78 million shares of the Company’s common stock. The notes were converted at 53.83 shares of common stock per $1,000 principle amount, which is equivalent to a conversion price of approximately $18.58 per share. In addition, the Company settled the capped call transactions entered into in connection with the initial issuance of $1.15 billion aggregate principle amount of notes and received approximately 6 million shares from such financial institutions. Such shares received in connection with the capped call transactions were subsequently retired.  

Fair value of long-term debt. The estimated fair value of the Company’s long-term debt at September 30, 2015 was $13.1 billion. At December 31, 2014, the estimated fair value of the Company’s long-term debt was $15.1 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.

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Income Per Share of Common Stock (Tables)

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

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

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

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2015		2014			2015			2014
	(In thousands)
Numerator:
Net income (loss) attributable to MGM Resorts International - basic	$	66,425	$	(20,270	)	$	333,734		$	192,390
Interest on convertible debt, net of tax		—		—			2,208			—
Potentially dilutive effect due to MGM China Share Option Plan		—		(86	)		(7	)		(299	)
Net income (loss) attributable to MGM Resorts International - diluted	$	66,425	$	(20,356	)	$	335,935		$	192,091
Denominator:
Weighted-average common shares outstanding - basic		563,287		490,914			535,619			490,746
Potential dilution from share-based awards		6,033		—			5,920			6,482
Potential dilution from assumed conversion of convertible debt		—		—			6,211			—
Weighted-average common and common equivalent shares - diluted		569,320		490,914			547,750			497,228
Antidilutive share-based awards excluded from the calculation of diluted    earnings per share		4,237		16,506			4,438			2,551

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Condensed Consolidating Financial Information

9 Months Ended

Sep. 30, 2015

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Condensed Consolidating Financial Information

NOTE 13 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Company’s domestic subsidiaries, excluding certain minor subsidiaries, its domestic insurance subsidiary, MGM Grand Detroit, LLC, MGM National Harbor, LLC and Blue Tarp reDevelopment, LLC (the company that will own and operate the Company’s casino resort in Springfield, Massachusetts), and each of their respective subsidiaries, have fully and unconditionally guaranteed, on a joint and several basis, payment of 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 September 30, 2015 and December 31, 2014, and for the three and nine months ended September 30, 2015 and 2014, are presented below.

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION

	At September 30, 2015
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination			Consolidated
	(In thousands)
Current assets	$	641,615	$	879,316	$	1,061,991	$	(648	)	$	2,582,274
Property and equipment, net		—		12,362,060		2,664,554		(11,972	)		15,014,642
Investments in subsidiaries		20,794,181		3,715,686		—		(24,509,867	)		—
Investments in and advances to unconsolidated affiliates		—		1,503,891		7,640		25,000			1,536,531
Intercompany accounts		—		3,058,530		—		(3,058,530	)		—
Other non-current assets		121,610		412,103		7,013,106		—			7,546,819
	$	21,557,406	$	21,931,586	$	10,747,291	$	(27,556,017	)	$	26,680,266
Current liabilities	$	268,473	$	983,025	$	702,005	$	(648	)	$	1,952,855
Intercompany accounts		2,356,921		—		701,609		(3,058,530	)		—
Deferred income taxes, net		2,187,057		—		309,237		—			2,496,294
Long-term debt		10,807,643		4,837		2,008,557		—			12,821,037
Other long-term obligations		36,068		67,305		61,985		—			165,358
Total liabilities		15,656,162		1,055,167		3,783,393		(3,059,178	)		17,435,544
Redeemable noncontrolling interest		—		—		5,000		—			5,000
MGM Resorts stockholders' equity		5,901,244		20,876,419		3,620,420		(24,496,839	)		5,901,244
Noncontrolling interests		—		—		3,338,478		—			3,338,478
Total stockholders' equity		5,901,244		20,876,419		6,958,898		(24,496,839	)		9,239,722
	$	21,557,406	$	21,931,586	$	10,747,291	$	(27,556,017	)	$	26,680,266

	At December 31, 2014
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Elimination			Consolidated
	(In thousands)
Current assets	$	1,390,806	$	868,688	$	768,335	$	(669	)	$	3,027,160
Property and equipment, net		—		12,445,086		2,008,428		(11,972	)		14,441,542
Investments in subsidiaries		20,430,160		3,896,365		—		(24,326,525	)		—
Investments in and advances to unconsolidated affiliates		—		1,526,446		7,588		25,000			1,559,034
Intercompany accounts		—		2,175,091		—		(2,175,091	)		—
Other non-current assets		141,035		414,801		7,118,939		—			7,674,775
	$	21,962,001	$	21,326,477	$	9,903,290	$	(26,489,257	)	$	26,702,511
Current liabilities	$	1,680,319	$	953,179	$	775,097	$	(670	)	$	3,407,925
Intercompany accounts		1,932,780		—		242,311		(2,175,091	)		—
Deferred income taxes, net		2,312,828		—		309,032		—			2,621,860
Long-term debt		11,907,534		4,837		1,001,511		—			12,913,882
Other long-term obligations		37,623		58,016		34,931		—			130,570
Total liabilities		17,871,084		1,016,032		2,362,882		(2,175,761	)		19,074,237
MGM Resorts stockholders' equity		4,090,917		20,310,445		4,003,051		(24,313,496	)		4,090,917
Noncontrolling interests		—		—		3,537,357		—			3,537,357
Total stockholders' equity		4,090,917		20,310,445		7,540,408		(24,313,496	)		7,628,274
	$	21,962,001	$	21,326,477	$	9,903,290	$	(26,489,257	)	$	26,702,511

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION

	Three Months Ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	1,622,593		$	658,889		$	(666	)	$	2,280,816
Equity in subsidiaries' earnings		247,524			40,742			—			(288,266	)		—
Expenses
Casino and hotel operations		1,552			962,392			434,622			(666	)		1,397,900
General and administrative		1,132			284,328			55,035			—			340,495
Corporate expense		36,186			37,873			(40	)		—			74,019
Preopening and start-up expenses		—			1,268			15,242			—			16,510
Property transactions, net		—			6,984			139			—			7,123
Depreciation and amortization		—			136,795			67,947			—			204,742
		38,870			1,429,640			572,945			(666	)		2,040,789
Income from unconsolidated affiliates		—			56,829			521			—			57,350
Operating income (loss)		208,654			290,524			86,465			(288,266	)		297,377
Interest expense, net of amounts capitalized		(179,636	)		(232	)		(11,913	)		—			(191,781	)
Other, net		12,882			(25,748	)		(14,488	)		—			(27,354	)
Income (loss) before income taxes		41,900			264,544			60,064			(288,266	)		78,242
Benefit (provision) for income taxes		24,525			(7,078	)		(954	)		—			16,493
Net income (loss)		66,425			257,466			59,110			(288,266	)		94,735
Less: Net income attributable to noncontrolling interests		—			—			(28,310	)		—			(28,310	)
Net income (loss) attributable to MGM Resorts International	$	66,425		$	257,466		$	30,800		$	(288,266	)	$	66,425
Net income (loss)	$	66,425		$	257,466		$	59,110		$	(288,266	)	$	94,735
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		556			556			1,291			(1,112	)		1,291
Other comprehensive income (loss)		556			556			1,291			(1,112	)		1,291
Comprehensive income (loss)		66,981			258,022			60,401			(289,378	)		96,026
Less: Comprehensive income attributable to noncontrolling interests		—			—			(29,045	)		—			(29,045	)
Comprehensive income (loss) attributable to MGM Resorts International	$	66,981		$	258,022		$	31,356		$	(289,378	)	$	66,981

	Nine Months Ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	4,879,596		$	2,120,699		$	(2,100	)	$	6,998,195
Equity in subsidiaries' earnings		875,725			133,367			—			(1,009,092	)		—
Expenses
Casino and hotel operations		4,558			2,893,832			1,409,527			(2,100	)		4,305,817
General and administrative		3,372			830,777			168,227			—			1,002,376
Corporate expense		72,279			112,143			(445	)		—			183,977
Preopening and start-up expenses		—			3,511			46,759			—			50,270
Property transactions, net		—			11,697			968			—			12,665
Depreciation and amortization		—			396,852			222,867			—			619,719
		80,209			4,248,812			1,847,903			(2,100	)		6,174,824
Income from unconsolidated affiliates		—			217,575			56			—			217,631
Operating income (loss)		795,516			981,726			272,852			(1,009,092	)		1,041,002
Interest expense, net of amounts capitalized		(587,286	)		(783	)		(23,219	)		—			(611,288	)
Other, net		35,306			(64,900	)		(42,842	)		—			(72,436	)
Income (loss) before income taxes		243,536			916,043			206,791			(1,009,092	)		357,278
Benefit (provision) for income taxes		90,198			(11,575	)		(2,053	)		—			76,570
Net income (loss)		333,734			904,468			204,738			(1,009,092	)		433,848
Less: Net income attributable to noncontrolling interests		—			—			(100,114	)		—			(100,114	)
Net income (loss) attributable to MGM Resorts International	$	333,734		$	904,468		$	104,624		$	(1,009,092	)	$	333,734
Net income (loss)	$	333,734		$	904,468		$	204,738		$	(1,009,092	)	$	433,848
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		2,128			2,128			4,375			(4,256	)		4,375
Other		(672	)		(672	)		—			672			(672	)
Other comprehensive income (loss)		1,456			1,456			4,375			(3,584	)		3,703
Comprehensive income (loss)		335,190			905,924			209,113			(1,012,676	)		437,551
Less: Comprehensive income attributable to noncontrolling interests		—			—			(102,361	)		—			(102,361	)
Comprehensive income (loss) attributable to MGM Resorts International	$	335,190		$	905,924		$	106,752		$	(1,012,676	)	$	335,190

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

	Nine Months Ended September 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(620,381	)	$	996,466		$	361,695		$	—		$	737,780
Cash flows from investing activities
Capital expenditures, net of construction payable		—			(312,877	)		(687,701	)		—			(1,000,578	)
Dispositions of property and equipment		—			266			77			—			343
Proceeds from sale of assets held for sale		—			19,797			—			—			19,797
Investments in and advances to unconsolidated affiliates		(141,390	)		(53,134	)		—			—			(194,524	)
Distributions from unconsolidated affiliates in excess of cumulative earnings		—			202,850			—			—			202,850
Investments in cash deposits - maturities longer than 90 days		(200,205	)		—			—			—			(200,205	)
Proceeds from cash deposits - maturities longer than 90 days		770,205			—			—			—			770,205
Intercompany accounts		—			(883,440	)		—			883,440			—
Other		—			(5,483	)		5,542			—			59
Net cash provided by (used in) investing activities		428,610			(1,032,021	)		(682,082	)		883,440			(402,053	)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less		(1,272,875	)		—			555,275			—			(717,600	)
Borrowings under bank credit facilities - maturities longer than 90 days		3,768,750			—			1,350,000			—			5,118,750
Repayments under bank credit facilities - maturities longer than 90 days		(2,516,875	)		—			(900,000	)		—			(3,416,875	)
Retirement of senior notes		(875,504	)		—			—			—			(875,504	)
Debt issuance costs		—			—			(46,170	)		—			(46,170	)
Intercompany accounts		911,212			12,218			(39,990	)		(883,440	)		—
Distributions to noncontrolling interest owners		—			—			(304,562	)		—			(304,562	)
Proceeds from issuance of redeemable noncontrolling interest		—			—			5,000			—			5,000
Other		(1,059	)		—			9			—			(1,050	)
Net cash provided by (used in) financing activities		13,649			12,218			619,562			(883,440	)		(238,011	)
Effect of exchange rate on cash		—			—			845			—			845
Cash and cash equivalents
Net increase (decrease) for the period		(178,122	)		(23,337	)		300,020			—			98,561
Change in cash related to assets held for sale		—			(4,481	)		—			—			(4,481	)
Balance, beginning of period		799,508			255,655			658,552			—			1,713,715
Balance, end of period	$	621,386		$	227,837		$	958,572		$	—		$	1,807,795

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME INFORMATION

	Three Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	1,563,598		$	922,000		$	(591	)	$	2,485,007
Equity in subsidiaries' earnings		188,090			82,071			—			(270,161	)		—
Expenses
Casino and hotel operations		1,311			985,981			606,357			(591	)		1,593,058
General and administrative		1,183			289,167			57,137			—			347,487
Corporate expense		17,984			39,086			4,493			—			61,563
Preopening and start-up expenses		—			614			9,619			—			10,233
Property transactions, net		—			4,332			2,462			—			6,794
Depreciation and amortization		—			124,323			78,063			—			202,386
		20,478			1,443,503			758,131			(591	)		2,221,521
Income from unconsolidated affiliates		—			22,950			53			—			23,003
Operating income (loss)		167,612			225,116			163,922			(270,161	)		286,489
Interest expense, net of amounts capitalized		(195,659	)		(136	)		(7,040	)		—			(202,835	)
Other, net		13,843			(22,253	)		(14,654	)		—			(23,064	)
Income (loss) before income taxes		(14,204	)		202,727			142,228			(270,161	)		60,590
Benefit (provision) for income taxes		(6,066	)		(4,694	)		552			—			(10,208	)
Net income (loss)		(20,270	)		198,033			142,780			(270,161	)		50,382
Less: Net income attributable to noncontrolling interests		—			—			(70,652	)		—			(70,652	)
Net income (loss) attributable to MGM Resorts International	$	(20,270	)	$	198,033		$	72,128		$	(270,161	)	$	(20,270	)
Net income (loss)	$	(20,270	)	$	198,033		$	142,780		$	(270,161	)	$	50,382
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(6,847	)		(6,847	)		(13,505	)		13,694			(13,505	)
Other comprehensive income (loss)		(6,847	)		(6,847	)		(13,505	)		13,694			(13,505	)
Comprehensive income (loss)		(27,117	)		191,186			129,275			(256,467	)		36,877
Less: Comprehensive income attributable to noncontrolling interests		—			—			(63,994	)		—			(63,994	)
Comprehensive income (loss) attributable to MGM Resorts International	$	(27,117	)	$	191,186		$	65,281		$	(256,467	)	$	(27,117	)

	Nine Months Ended September 30, 2014
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	4,737,229		$	2,961,014		$	(1,805	)	$	7,696,438
Equity in subsidiaries' earnings		744,544			260,886			—			(1,005,430	)		—
Expenses
Casino and hotel operations		3,864			2,879,883			1,980,203			(1,805	)		4,862,145
General and administrative		3,429			822,147			168,641			—			994,217
Corporate expense		51,447			108,870			9,036			—			169,353
Preopening and start-up expenses		—			3,620			22,008			—			25,628
Property transactions, net		—			37,870			2,652			—			40,522
Depreciation and amortization		—			376,251			236,860			—			613,111
		58,740			4,228,641			2,419,400			(1,805	)		6,704,976
Income from unconsolidated affiliates		—			65,719			244			—			65,963
Operating income (loss)		685,804			835,193			541,858			(1,005,430	)		1,057,425
Interest expense, net of amounts capitalized		(592,771	)		(360	)		(23,027	)		—			(616,158	)
Other, net		48,792			(68,616	)		(51,194	)		—			(71,018	)
Income (loss) before income taxes		141,825			766,217			467,637			(1,005,430	)		370,249
Benefit (provision) for income taxes		50,565			(5,161	)		(1,003	)		—			44,401
Net income (loss)		192,390			761,056			466,634			(1,005,430	)		414,650
Less: Net income attributable to noncontrolling interests		—			—			(222,260	)		—			(222,260	)
Net income (loss) attributable to MGM Resorts International	$	192,390		$	761,056		$	244,374		$	(1,005,430	)	$	192,390
Net income (loss)	$	192,390		$	761,056		$	466,634		$	(1,005,430	)	$	414,650
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(5,365	)		(5,365	)		(10,403	)		10,730			(10,403	)
Other		1,250			1,250			—			(1,250	)		1,250
Other comprehensive income (loss)		(4,115	)		(4,115	)		(10,403	)		9,480			(9,153	)
Comprehensive income (loss)		188,275			756,941			456,231			(995,950	)		405,497
Less: Comprehensive income attributable to noncontrolling interests		—			—			(217,222	)		—			(217,222	)
Comprehensive income (loss) attributable to MGM Resorts International	$	188,275		$	756,941		$	239,009		$	(995,950	)	$	188,275

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS INFORMATION

	Nine Months Ended September 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	$	(542,357	)	$	939,191		$	600,980		$	25,000		$	1,022,814
Cash flows from investing activities
Capital expenditures, net of construction payable		—			(267,039	)		(350,420	)		—			(617,459	)
Dispositions of property and equipment		—			143			394			—			537
Investments in and advances to unconsolidated affiliates		(18,700	)		(26,746	)		—			(25,000	)		(70,446	)
Distributions from unconsolidated affiliates in excess of cumulative earnings		—			999			—			—			999
Investments in treasury securities - maturities longer than 90 days		—			(123,133	)		—			—			(123,133	)
Proceeds from treasury securities - maturities longer than 90 days		—			210,300			—			—			210,300
Intercompany accounts		—			(665,021	)		—			665,021			—
Other		—			8,149			—			—			8,149
Net cash provided by (used in) investing activities		(18,700	)		(862,348	)		(350,026	)		640,021			(591,053	)
Cash flows from financing activities
Net repayments under bank credit facilities - maturities of 90 days or less		(1,290,375	)		—			(450,000	)		—			(1,740,375	)
Borrowings under bank credit facilities - maturities longer than 90 days		3,821,250			—			1,350,000			—			5,171,250
Repayments under bank credit facilities - maturities longer than 90 days		(2,551,875	)		—			(900,000	)		—			(3,451,875	)
Retirement of senior notes		(508,900	)		—			—			—			(508,900	)
Intercompany accounts		1,113,239			(67,907	)		(380,311	)		(665,021	)		—
Distributions to noncontrolling interest owners		—			—			(385,722	)		—			(385,722	)
Other		(2,326	)		(860	)		(271	)		—			(3,457	)
Net cash provided by (used in) financing activities		581,013			(68,767	)		(766,304	)		(665,021	)		(919,079	)
Effect of exchange rate on cash		—			—			(1,577	)		—			(1,577	)
Cash and cash equivalents
Net increase (decrease) for the period		19,956			8,076			(516,927	)		—			(488,895	)
Cash related to assets held for sale		—			(1,347	)		—			—			(1,347	)
Balance, beginning of period		378,660			237,457			1,187,552			—			1,803,669
Balance, end of period	$	398,616		$	244,186		$	670,625		$	—		$	1,313,427

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Stock-Based Compensation

9 Months Ended

Sep. 30, 2015

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

NOTE 9 — STOCK-BASED COMPENSATION

2005 Omnibus Incentive Plan. As of September 30, 2015, the Company had an aggregate of 24 million shares of common stock available for grant as share-based awards under the Company’s omnibus incentive plan (“Omnibus Plan”). A summary of activity under the Company’s share-based payment plans for the nine months ended September 30, 2015 is presented below:

Stock options and stock appreciation rights (“SARs”)

	Units			Weighted Average
	(000’s)			Exercise Price
Outstanding at January 1, 2015		16,176		$	15.27
Granted		100			19.37
Exercised		(1,013	)		16.10
Forfeited or expired		(1,596	)		33.50
Outstanding at September 30, 2015		13,667			13.15
Exercisable at September 30, 2015		8,739			10.51

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

	RSUs					PSUs
				Weighted				Weighted		Weighted
				Average				Average		Average
	Units			Grant-Date		Units		Grant-Date		Target
	(000’s)			Fair Value		(000’s)		Fair Value		Price
Nonvested at January 1, 2015		1,358		$	18.27		1,455	$	15.14	$	20.48
Granted		60			20.05		—		—		—
Vested		(57	)		12.71		—		—		—
Forfeited		(65	)		17.92		—		—		—
Nonvested at September 30, 2015		1,296			18.61		1,455		15.14		20.48

Bonus PSUs

	Units		Weighted Average
	(000’s)		Target Price
Outstanding at January 1, 2015		265	$	31.72
Granted		229		25.91
Outstanding at September 30, 2015		494		29.03

The Company grants 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.

MGM China Share Option Plan. As of September 30, 2015, MGM China had an aggregate of 328 million shares of common 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 nine months ended September 30, 2015 is presented below:

Stock options

	Units			Weighted Average
	(000’s)			Exercise Price
Outstanding at January 1, 2015		35,058		$	2.85
Granted		15,296			1.87
Exercised		(20	)		2.01
Forfeited or expired		(2,187	)		2.23
Outstanding at September 30, 2015		48,147			2.57
Exercisable at September 30, 2015		17,530			2.40

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Compensation cost:
Omnibus Plan	$	7,732		$	7,588		$	23,401		$	21,285
MGM China Plan		1,989			2,638			7,314			6,075
Total compensation cost		9,721			10,226			30,715			27,360
Less:  Reimbursed costs and capitalized cost		(232	)		(275	)		(823	)		(809	)
Compensation cost after reimbursed costs and capitalized cost		9,489			9,951			29,892			26,551
Less:  Related tax benefit		(2,591	)		(2,517	)		(7,779	)		(7,043	)
Compensation cost, net of tax benefit	$	6,898		$	7,434		$	22,113		$	19,508

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Income Per Share of Common Stock

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Income Per Share of Common Stock

NOTE 7 — INCOME PER SHARE OF COMMON STOCK

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

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2015		2014			2015			2014
	(In thousands)
Numerator:
Net income (loss) attributable to MGM Resorts International - basic	$	66,425	$	(20,270	)	$	333,734		$	192,390
Interest on convertible debt, net of tax		—		—			2,208			—
Potentially dilutive effect due to MGM China Share Option Plan		—		(86	)		(7	)		(299	)
Net income (loss) attributable to MGM Resorts International - diluted	$	66,425	$	(20,356	)	$	335,935		$	192,091
Denominator:
Weighted-average common shares outstanding - basic		563,287		490,914			535,619			490,746
Potential dilution from share-based awards		6,033		—			5,920			6,482
Potential dilution from assumed conversion of convertible debt		—		—			6,211			—
Weighted-average common and common equivalent shares - diluted		569,320		490,914			547,750			497,228
Antidilutive share-based awards excluded from the calculation of diluted    earnings per share		4,237		16,506			4,438			2,551

Potential dilution from the assumed conversion of convertible debt for the nine months ended September 30, 2015 included the weighted average impact of the $300 million 4.25% convertible senior notes issued in June 2011 for the period from January 1, 2015 to the date of conversion on April 15, 2015. The weighted average impact of the $1.15 billion 4.25% convertible senior notes issued in April 2010 were excluded from the nine months ended September 30, 2015 calculation of diluted earnings per share as their effect would be antidilutive. The $300 million 4.25% convertible senior notes and the $1.15 billion 4.25% convertible senior notes were excluded from the three and nine months ended September 30, 2014 calculation of diluted earnings per share as their effect was antidilutive.

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Stockholders' Equity

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Stockholders' Equity

NOTE 8 — STOCKHOLDERS’ EQUITY

MGM China dividends. MGM China paid a $400 million special dividend in March 2015, of which $204 million remained within the consolidated entity and $196 million was distributed to noncontrolling interests, a $120 million final dividend in June 2015, of which $61 million remained within the consolidated entity and $59 million was distributed to noncontrolling interests, and a $76 million interim dividend in August 2015, of which $39 million remained within the consolidated entity and $37 million was distributed to noncontrolling interests.

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, 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, and a $137 million interim dividend in September 2014, of which $70 million remained within the consolidated entity and $67 million was distributed to noncontrolling interests.

Supplemental equity information. The following table presents the Company’s changes in stockholders’ equity for the nine months ended September 30, 2015:

	MGM Resorts
	International						Total
	Stockholders'			Noncontrolling			Stockholders'
	Equity			Interests			Equity
	(In thousands)
Balances, January 1, 2015	$	4,090,917		$	3,537,357		$	7,628,274
Net income		333,734			100,114			433,848
Currency translation adjustment		2,128			2,247			4,375
Other comprehensive loss from unconsolidated affiliate, net		(672	)		—			(672	)
Stock-based compensation		27,131			3,584			30,715
Tax effect of stock-based compensation		(4,795	)		—			(4,795	)
Issuance of common stock pursuant to stock-based compensation awards		(1,572	)		—			(1,572	)
Issuance of common stock pursuant to conversion of notes		1,449,496			—			1,449,496
Cash distributions to noncontrolling interest owners		—			(304,828	)		(304,828	)
Issuance of performance share units		4,872			—			4,872
Other		5			4			9
Balances, September 30, 2015	$	5,901,244		$	3,338,478		$	9,239,722

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

	Currency
	Translation		Other
	Adjustment		Adjustments			Total
	(In thousands)
Balances, January 1, 2015	$	12,319	$	672		$	12,991
Current period other comprehensive income (loss)		2,128		(672	)		1,456
Balances, September 30, 2015	$	14,447	$	—		$	14,447

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Property Transactions, Net

9 Months Ended

Sep. 30, 2015

Property Plant And Equipment [Abstract]

Property Transactions, Net

NOTE 10 — PROPERTY TRANSACTIONS, NET

Property transactions, net includes:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(In thousands)
Grand Victoria investment impairment charge	$	—	$	—	$	—	$	28,789
Other property transactions, net		7,123		6,794		12,665		11,733
	$	7,123	$	6,794	$	12,665	$	40,522

See Note 4 for discussion of the Grand Victoria investment impairment charge in 2014. Other property transactions, net for the three and nine months ended September 30, 2015 and 2014 includes miscellaneous asset disposals and demolition costs.

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Investments in and Advances to Unconsolidated Affiliates - Schedule of Share of Results of Operations of Unconsolidated Affiliates (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Equity Method Investments And Joint Ventures [Abstract]
Income from unconsolidated affiliates	$ 57,350	$ 23,003	$ 217,631	$ 65,963
Preopening and start-up expenses	(970)	(17)	(2,413)	(137)
Non-operating items from unconsolidated affiliates	(22,968)	(22,810)	(59,745)	(69,021)
Income from unconsolidated affiliates	$ 33,412	$ 176	$ 155,473	$ (3,195)

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Stock-Based Compensation - Summary of Stock Options Activity (Detail) - MGM China Plan [Member] shares in Thousands	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding at the beginning of the period (in shares)	35,058
Granted (in shares)	15,296
Exercised (in shares)	(20)
Forfeited or expired (in shares)	(2,187)
Outstanding at the end of the period (in shares)	48,147
Exercisable at the end of the period (in shares)	17,530
Outstanding at the beginning of the period (in dollars per share) | $ / shares	$ 2.85
Granted (in dollars per share) | $ / shares	1.87
Exercised (in dollars per share) | $ / shares	2.01
Forfeited or expired (in dollars per share) | $ / shares	2.23
Outstanding at the end of the period (in dollars per share) | $ / shares	2.57
Exercisable at the end of the period (in dollars per share) | $ / shares	$ 2.40

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Investments in and Advances to Unconsolidated Affiliates (Tables)

9 Months Ended

Sep. 30, 2015

Schedule of Investments in and Advances to Unconsolidated Affiliates

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

	September 30,		December 31,
	2015		2014
	(In thousands)
CityCenter Holdings, LLC – CityCenter (50%)	$	1,126,129	$	1,221,306
Elgin Riverboat Resort–Riverboat Casino – Grand Victoria (50%)		138,313		141,162
Marina District Development Company – Borgata (50%)		139,444		109,252
Other		132,645		87,314
	$	1,536,531	$	1,559,034

Schedule of Share of Results of Operations of Unconsolidated Affiliates

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Income from unconsolidated affiliates	$	57,350		$	23,003		$	217,631		$	65,963
Preopening and start-up expenses		(970	)		(17	)		(2,413	)		(137	)
Non-operating items from unconsolidated affiliates		(22,968	)		(22,810	)		(59,745	)		(69,021	)
	$	33,412		$	176		$	155,473		$	(3,195	)

CityCenter Holdings, LLC [Member]

Summarized Balance Sheet Information

Summarized balance sheet information for CityCenter is as follows:

	September 30,		December 31,
	2015		2014
	(In thousands)
Current assets	$	395,493	$	561,904
Property and other assets, net		7,715,174		7,883,709
Current liabilities		269,266		508,168
Long-term debt and other long-term obligations		1,553,642		1,552,913
Equity		6,287,759		6,384,532

Summarized Income Statement Information

Summarized income statement information for CityCenter is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Net revenues	$	294,267		$	297,402		$	934,488		$	953,694
Operating expenses		(281,823	)		(333,594	)		(718,225	)		(1,009,758	)
Operating income (loss)		12,444			(36,192	)		216,263			(56,064	)
Non-operating expenses		(18,362	)		(22,909	)		(54,426	)		(75,027	)
Net income (loss)	$	(5,918	)	$	(59,101	)	$	161,837		$	(131,091	)

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Property Transactions, Net (Tables)

9 Months Ended

Sep. 30, 2015

Property Plant And Equipment [Abstract]

Schedule of Property Transactions, Net

Property transactions, net includes:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
	(In thousands)
Grand Victoria investment impairment charge	$	—	$	—	$	—	$	28,789
Other property transactions, net		7,123		6,794		12,665		11,733
	$	7,123	$	6,794	$	12,665	$	40,522

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Stock-Based Compensation - Schedule of Restricted Stock Units and Performance Share Units Activity (Detail) - Omnibus Plan [Member] shares in Thousands	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested at the beginning of the period (in shares) | shares	1,358
Granted (in shares) | shares	60
Vested (in shares) | shares	(57)
Forfeited (in shares) | shares	(65)
Nonvested at the end of the period (in shares) | shares	1,296
Nonvested at the beginning of the period (in dollars per share)	$ 18.27
Granted (in dollars per share)	20.05
Vested (in dollars per share)	12.71
Forfeited (in dollars per share)	17.92
Nonvested at the end of the period (in dollars per share)	$ 18.61
Performance Shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested at the beginning of the period (in shares) | shares	1,455
Nonvested at the end of the period (in shares) | shares	1,455
Nonvested at the beginning of the period (in dollars per share)	$ 15.14
Nonvested at the end of the period (in dollars per share)	15.14
Nonvested at the beginning of period, Weighted Average Target Price (in dollars per share)	20.48
Nonvested at the end of period, Weighted Average Target Price (in dollars per share)	$ 20.48

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Commitments and Contingencies - Additional Information (Detail)		9 Months Ended
	Jan. 09, 2013 USD ($) Installment	Sep. 30, 2015 USD ($) a Installment
Senior credit facility [Member]
Loss Contingencies [Line Items]
Letter of credit outstanding		$ 10,000,000
Letters of credit [Member] | M G M Grand Paradise Senior Credit Facility | Standby Letters of Credit
Loss Contingencies [Line Items]
Amount that can be issued		100,000,000
Letters of credit [Member] | Senior credit facility [Member]
Loss Contingencies [Line Items]
Amount that can be issued		500,000,000
MGM Resorts International [Member] | Completion guarantee [Member]
Loss Contingencies [Line Items]
Amount funded under completion guarantee		$ 888,000,000
MGM Grand Paradise, S.A. [Member] | Cotai land concession contract [Member]
Loss Contingencies [Line Items]
Initial term of contract	25 years
Payable for land concession contract	$ 161,000,000
Number of semi-annual installment | Installment	8
MGM Grand Paradise, S.A. [Member] | Macau [Member] | Cotai land concession contract [Member]
Loss Contingencies [Line Items]
Area of development site (in acres) | a		18
MGM China [Member] | Cotai land concession contract [Member]
Loss Contingencies [Line Items]
Payable for land concession contract		$ 44,000,000
Remaining number of semi-annual installment | Installment		3
Contract premium, recorded within other long-term assets		$ 130,000,000
MGM China [Member] | Guarantee Type, Other
Loss Contingencies [Line Items]
Letter of credit outstanding		39,000,000
Las Vegas Arena Company, LLC [Member] | Anschutz Entertainment Group, Inc [Member]
Loss Contingencies [Line Items]
Other commitment for construction		175,000,000
Las Vegas Arena Company, LLC [Member] | Term Loan B Facility [Member]
Loss Contingencies [Line Items]
Payment guarantee		75,000,000
MGM Springfield [Member]
Loss Contingencies [Line Items]
Surety bond		$ 52,000,000

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 94,735	$ 50,382	$ 433,848	$ 414,650
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	1,291	(13,505)	4,375	(10,403)
Other			(672)	1,250
Other comprehensive income (loss)	1,291	(13,505)	3,703	(9,153)
Comprehensive income	96,026	36,877	437,551	405,497
Less: Comprehensive income attributable to noncontrolling interests	(29,045)	(63,994)	(102,361)	(217,222)
Comprehensive income (loss) attributable to MGM Resorts International	$ 66,981	$ (27,117)	$ 335,190	$ 188,275

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Investments in and Advances to Unconsolidated Affiliates

9 Months Ended

Sep. 30, 2015

Equity Method Investments And Joint Ventures [Abstract]

Investments in and Advances to Unconsolidated Affiliates

NOTE 4 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

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

	September 30,		December 31,
	2015		2014
	(In thousands)
CityCenter Holdings, LLC – CityCenter (50%)	$	1,126,129	$	1,221,306
Elgin Riverboat Resort–Riverboat Casino – Grand Victoria (50%)		138,313		141,162
Marina District Development Company – Borgata (50%)		139,444		109,252
Other		132,645		87,314
	$	1,536,531	$	1,559,034

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Income from unconsolidated affiliates	$	57,350		$	23,003		$	217,631		$	65,963
Preopening and start-up expenses		(970	)		(17	)		(2,413	)		(137	)
Non-operating items from unconsolidated affiliates		(22,968	)		(22,810	)		(59,745	)		(69,021	)
	$	33,412		$	176		$	155,473		$	(3,195	)

CityCenter

Summarized balance sheet information for CityCenter is as follows:

	September 30,		December 31,
	2015		2014
	(In thousands)
Current assets	$	395,493	$	561,904
Property and other assets, net		7,715,174		7,883,709
Current liabilities		269,266		508,168
Long-term debt and other long-term obligations		1,553,642		1,552,913
Equity		6,287,759		6,384,532

Summarized income statement information for CityCenter is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Net revenues	$	294,267		$	297,402		$	934,488		$	953,694
Operating expenses		(281,823	)		(333,594	)		(718,225	)		(1,009,758	)
Operating income (loss)		12,444			(36,192	)		216,263			(56,064	)
Non-operating expenses		(18,362	)		(22,909	)		(54,426	)		(75,027	)
Net income (loss)	$	(5,918	)	$	(59,101	)	$	161,837		$	(131,091	)

CityCenter litigation settlement. In December 2014, the Company and CityCenter entered into a settlement agreement with Perini Building Company, Inc. (“Perini”), general contractor for CityCenter, the remaining Perini subcontractors and relevant insurers to resolve all outstanding project lien claims and CityCenter’s counterclaims relating to the Harmon Hotel and Spa. The settlement was subject to execution of a global settlement agreement among the parties described above, which was subsequently executed, and CityCenter’s procurement of replacement general liability insurance covering construction of the CityCenter development, which was obtained in January 2015. The proceeds pursuant to such global settlement agreement, combined with certain prior Harmon-related insurance settlement proceeds, resulted in a gain of $160 million recorded by CityCenter during the first quarter of 2015, of which the Company recorded its 50% share of $80 million.

CityCenter distribution. In April 2015, CityCenter adopted an annual distribution policy and declared a special distribution of $400 million, of which the Company received its 50% share of $200 million. Under the annual distribution policy, CityCenter will distribute up to 35% of excess cash flow, subject to the approval of the CityCenter board of directors.

Grand Victoria

At June 30, 2014, the Company recorded an impairment charge of $29 million on its investment in Grand Victoria based on the then estimated fair value of $140 million for its 50% interest.

Silver Legacy

As discussed in Note 3, the Company entered into an agreement to sell its 50% interest in Silver Legacy and associated real property for approximately $53 million. The carrying value of the Company’s 50% interest in Silver Legacy and the associated real property was $37 million as of September 30, 2015. The Company’s investment in Silver Legacy has not been classified as discontinued operations because the Company has concluded that the sale will not have a major effect on the Company’s operations or its financial results and it does not represent a disposal of a major geographic segment or product line.

Las Vegas Arena

See Note 6 for discussion of the Company’s joint and several completion and repayment guarantees and equity contribution commitments related to the Las Vegas Arena.

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Condensed Consolidating Financial Information - Schedule of Condensed Consolidating Statement of Operations and Comprehensive Income Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Condensed Income Statements Captions [Line Items]
Net Revenues	$ 2,280,816	$ 2,485,007	$ 6,998,195	$ 7,696,438
Expenses
Casino and hotel operations	1,397,900	1,593,058	4,305,817	4,862,145
General and administrative	340,495	347,487	1,002,376	994,217
Corporate expense	74,019	61,563	183,977	169,353
Preopening and start-up expenses	16,510	10,233	50,270	25,628
Property transactions, net	7,123	6,794	12,665	40,522
Depreciation and amortization	204,742	202,386	619,719	613,111
Total expenses	2,040,789	2,221,521	6,174,824	6,704,976
Income from unconsolidated affiliates	57,350	23,003	217,631	65,963
Operating income	297,377	286,489	1,041,002	1,057,425
Interest expense, net of amounts capitalized	(191,781)	(202,835)	(611,288)	(616,158)
Other, net	(27,354)	(23,064)	(72,436)	(71,018)
Income before income taxes	78,242	60,590	357,278	370,249
Benefit (provision) for income taxes	16,493	(10,208)	76,570	44,401
Net income	94,735	50,382	433,848	414,650
Less: Net income attributable to noncontrolling interests	(28,310)	(70,652)	(100,114)	(222,260)
Net income (loss) attributable to MGM Resorts International	66,425	(20,270)	333,734	192,390
Net income (loss)	94,735	50,382	433,848	414,650
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	1,291	(13,505)	4,375	(10,403)
Other			(672)	1,250
Other comprehensive income (loss)	1,291	(13,505)	3,703	(9,153)
Comprehensive income	96,026	36,877	437,551	405,497
Less: Comprehensive income attributable to noncontrolling interests	(29,045)	(63,994)	(102,361)	(217,222)
Comprehensive income (loss) attributable to MGM Resorts International	66,981	(27,117)	335,190	188,275
Parent [Member]
Condensed Income Statements Captions [Line Items]
Equity in subsidiaries' earnings	247,524	188,090	875,725	744,544
Expenses
Casino and hotel operations	1,552	1,311	4,558	3,864
General and administrative	1,132	1,183	3,372	3,429
Corporate expense	36,186	17,984	72,279	51,447
Total expenses	38,870	20,478	80,209	58,740
Operating income	208,654	167,612	795,516	685,804
Interest expense, net of amounts capitalized	(179,636)	(195,659)	(587,286)	(592,771)
Other, net	12,882	13,843	35,306	48,792
Income before income taxes	41,900	(14,204)	243,536	141,825
Benefit (provision) for income taxes	24,525	(6,066)	90,198	50,565
Net income	66,425	(20,270)	333,734	192,390
Net income (loss) attributable to MGM Resorts International	66,425	(20,270)	333,734	192,390
Net income (loss)	66,425	(20,270)	333,734	192,390
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	556	(6,847)	2,128	(5,365)
Other			(672)	1,250
Other comprehensive income (loss)	556	(6,847)	1,456	(4,115)
Comprehensive income	66,981	(27,117)	335,190	188,275
Comprehensive income (loss) attributable to MGM Resorts International	66,981	(27,117)	335,190	188,275
Guarantor Subsidiaries [Member]
Condensed Income Statements Captions [Line Items]
Net Revenues	1,622,593	1,563,598	4,879,596	4,737,229
Equity in subsidiaries' earnings	40,742	82,071	133,367	260,886
Expenses
Casino and hotel operations	962,392	985,981	2,893,832	2,879,883
General and administrative	284,328	289,167	830,777	822,147
Corporate expense	37,873	39,086	112,143	108,870
Preopening and start-up expenses	1,268	614	3,511	3,620
Property transactions, net	6,984	4,332	11,697	37,870
Depreciation and amortization	136,795	124,323	396,852	376,251
Total expenses	1,429,640	1,443,503	4,248,812	4,228,641
Income from unconsolidated affiliates	56,829	22,950	217,575	65,719
Operating income	290,524	225,116	981,726	835,193
Interest expense, net of amounts capitalized	(232)	(136)	(783)	(360)
Other, net	(25,748)	(22,253)	(64,900)	(68,616)
Income before income taxes	264,544	202,727	916,043	766,217
Benefit (provision) for income taxes	(7,078)	(4,694)	(11,575)	(5,161)
Net income	257,466	198,033	904,468	761,056
Net income (loss) attributable to MGM Resorts International	257,466	198,033	904,468	761,056
Net income (loss)	257,466	198,033	904,468	761,056
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	556	(6,847)	2,128	(5,365)
Other			(672)	1,250
Other comprehensive income (loss)	556	(6,847)	1,456	(4,115)
Comprehensive income	258,022	191,186	905,924	756,941
Comprehensive income (loss) attributable to MGM Resorts International	258,022	191,186	905,924	756,941
Non-Guarantor Subsidiaries [Member]
Condensed Income Statements Captions [Line Items]
Net Revenues	658,889	922,000	2,120,699	2,961,014
Expenses
Casino and hotel operations	434,622	606,357	1,409,527	1,980,203
General and administrative	55,035	57,137	168,227	168,641
Corporate expense	(40)	4,493	(445)	9,036
Preopening and start-up expenses	15,242	9,619	46,759	22,008
Property transactions, net	139	2,462	968	2,652
Depreciation and amortization	67,947	78,063	222,867	236,860
Total expenses	572,945	758,131	1,847,903	2,419,400
Income from unconsolidated affiliates	521	53	56	244
Operating income	86,465	163,922	272,852	541,858
Interest expense, net of amounts capitalized	(11,913)	(7,040)	(23,219)	(23,027)
Other, net	(14,488)	(14,654)	(42,842)	(51,194)
Income before income taxes	60,064	142,228	206,791	467,637
Benefit (provision) for income taxes	(954)	552	(2,053)	(1,003)
Net income	59,110	142,780	204,738	466,634
Less: Net income attributable to noncontrolling interests	(28,310)	(70,652)	(100,114)	(222,260)
Net income (loss) attributable to MGM Resorts International	30,800	72,128	104,624	244,374
Net income (loss)	59,110	142,780	204,738	466,634
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	1,291	(13,505)	4,375	(10,403)
Other comprehensive income (loss)	1,291	(13,505)	4,375	(10,403)
Comprehensive income	60,401	129,275	209,113	456,231
Less: Comprehensive income attributable to noncontrolling interests	(29,045)	(63,994)	(102,361)	(217,222)
Comprehensive income (loss) attributable to MGM Resorts International	31,356	65,281	106,752	239,009
Elimination [Member]
Condensed Income Statements Captions [Line Items]
Net Revenues	(666)	(591)	(2,100)	(1,805)
Equity in subsidiaries' earnings	(288,266)	(270,161)	(1,009,092)	(1,005,430)
Expenses
Casino and hotel operations	(666)	(591)	(2,100)	(1,805)
Total expenses	(666)	(591)	(2,100)	(1,805)
Operating income	(288,266)	(270,161)	(1,009,092)	(1,005,430)
Income before income taxes	(288,266)	(270,161)	(1,009,092)	(1,005,430)
Net income	(288,266)	(270,161)	(1,009,092)	(1,005,430)
Net income (loss) attributable to MGM Resorts International	(288,266)	(270,161)	(1,009,092)	(1,005,430)
Net income (loss)	(288,266)	(270,161)	(1,009,092)	(1,005,430)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(1,112)	13,694	(4,256)	10,730
Other			672	(1,250)
Other comprehensive income (loss)	(1,112)	13,694	(3,584)	9,480
Comprehensive income	(289,378)	(256,467)	(1,012,676)	(995,950)
Comprehensive income (loss) attributable to MGM Resorts International	$ (289,378)	$ (256,467)	$ (1,012,676)	$ (995,950)

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Schedule of Segment Information

The following tables present the Company’s segment information:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
	(In thousands)
Net Revenues
Wholly owned domestic resorts	$	1,636,188		$	1,578,136		$	4,919,563		$	4,787,640
MGM China		529,037			794,265			1,715,983			2,563,641
Reportable segment net revenues		2,165,225			2,372,401			6,635,546			7,351,281
Corporate and other		115,591			112,606			362,649			345,157
	$	2,280,816		$	2,485,007		$	6,998,195		$	7,696,438
Adjusted Property EBITDA
Wholly owned domestic resorts	$	411,289		$	327,978		$	1,259,231		$	1,145,222
MGM China		128,225			213,796			408,898			665,009
Reportable segment Adjusted Property EBITDA		539,514			541,774			1,668,129			1,810,231
Other operating income (expense)
Corporate, unconsolidated affiliates and other, net		(13,762	)		(35,872	)		55,527			(73,545	)
Preopening and start-up expenses		(16,510	)		(10,233	)		(50,270	)		(25,628	)
Property transactions, net		(7,123	)		(6,794	)		(12,665	)		(40,522	)
Depreciation and amortization		(204,742	)		(202,386	)		(619,719	)		(613,111	)
Operating income		297,377			286,489			1,041,002			1,057,425
Non-operating income (expense)
Interest expense, net of amounts capitalized		(191,781	)		(202,835	)		(611,288	)		(616,158	)
Non-operating items from unconsolidated affiliates		(22,968	)		(22,810	)		(59,745	)		(69,021	)
Other, net		(4,386	)		(254	)		(12,691	)		(1,997	)
		(219,135	)		(225,899	)		(683,724	)		(687,176	)
Income before income taxes		78,242			60,590			357,278			370,249
Benefit (provision) for income taxes		16,493			(10,208	)		76,570			44,401
Net income		94,735			50,382			433,848			414,650
Less: Net income attributable to noncontrolling interests		(28,310	)		(70,652	)		(100,114	)		(222,260	)
Net income (loss) attributable to MGM Resorts International	$	66,425		$	(20,270	)	$	333,734		$	192,390

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Long-Term Debt - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Long-term debt	$ 12,821,037	$ 14,159,202
Less: Current portion		(1,245,320)
Long-term debt	12,821,037	12,913,882
4.25% convertible senior notes, due 2015, net [Member]
Debt Instrument [Line Items]
Convertible debt		1,451,405
6.625% senior notes, due 2015, net [Member]
Debt Instrument [Line Items]
Long-term debt		875,370
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	498,747	497,955
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	470,188	468,949
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
6% senior notes, due 2023, net [Member]
Debt Instrument [Line Items]
Long-term debt	1,250,675	1,250,742
7% debentures, due 2036, net [Member]
Debt Instrument [Line Items]
Unsecure debt	572	572
6.7% debentures, due 2096 [Member]
Debt Instrument [Line Items]
Unsecure debt	4,265	4,265
MGM Grand Paradise credit facility [Member]
Debt Instrument [Line Items]
Line of credit	1,559,994	553,177
Term Loans [Member] | Senior credit facility [Member]
Debt Instrument [Line Items]
Line of credit	$ 2,717,947	$ 2,738,118

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Basis of Presentation and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

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 accounting principles generally accepted in the United States have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2014 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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 1 inputs for its long-term debt fair value disclosures. See Note 5.

Property and equipment

Property and equipment. As of September 30, 2015, the Company had accrued $11 million for property and equipment within “Accounts payable” and $38 million related to construction retention in “Other long-term obligations.” In addition, during the nine months ended September 30, 2015, the Company entered into capital leases with obligations of $12 million.

Goodwill and other intangible assets

Goodwill and other intangible assets. Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests in the fourth quarter of each fiscal year. Due to a significant decrease in MGM China’s cash flows as well as a decline in the market capitalization of MGM China relative to its net book value, the Company performed an interim impairment test of goodwill related to the MGM China reporting unit in the second quarter of 2015.

Goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on the estimated future results of the Company’s reporting units discounted using market discount rates and market indicators of terminal year capitalization rates, and a market approach that utilizes business enterprise value multiples based on a range of multiples from the reporting unit’s peer group. If the carrying value of the reporting unit exceeds its fair value, an indication of impairment exists and the Company must proceed to measure an impairment loss, if any. In measuring an impairment loss, the implied fair value of a reporting unit’s goodwill is compared to the carrying value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to its assets and liabilities and the amount remaining, if any, is the implied fair value of goodwill. If the implied fair value of goodwill is less than its carrying value then it must be written down to its implied fair value.

The results of the Company’s interim impairment test indicated the fair value of the MGM China reporting unit exceeded its carrying value by 9%. Therefore, the Company concluded that the carrying value of goodwill of $2.8 billion related to MGM China was not impaired based on the interim test. The Company has continued monitoring the results of this reporting unit and determined that circumstances did not exist that would require the Company to perform an interim impairment test in the third quarter of 2015.

Redeemable noncontrolling interest

Redeemable noncontrolling interest. In April 2015, MGM National Harbor issued non-voting membership interests in MGM National Harbor (“Membership Interests”) to Radio One, Inc. (“Radio One”), a noncontrolling interest party, for a purchase price of $5 million. In addition, Radio One was given the right to make one additional capital contribution of up to $35 million prior to July 1, 2016 for the purchase of additional Membership Interests.

The Membership Interests provide for annual preferred distributions by MGM National Harbor to Radio One based on a percentage of its annual net gaming revenue (as defined in the MGM National Harbor operating agreement). Such distributions will begin within ninety days after the end of the fiscal year in which the opening date of MGM National Harbor occurs, and after the end of each subsequent fiscal year. Also, beginning on the third anniversary of the last day of the calendar quarter in which the opening date of MGM National Harbor occurs (and on each subsequent anniversary thereof) Radio One will have the ability to require MGM National Harbor to purchase all or a portion of its Membership Interests for a purchase price that is based on a contractually agreed upon formula. Radio One also has the right to sell back all or a portion of its Membership Interest prior to such date if MGM National Harbor were to guarantee or grant liens to secure any indebtedness of the Company other than the indebtedness of MGM National Harbor.

The Company has recorded the Membership Interests as “Redeemable noncontrolling interest” in the mezzanine section of the accompanying consolidated balance sheets and not stockholders’ equity because their redemption is not exclusively in the Company’s control. Membership Interests are initially accounted for at fair value. Subsequently, the Company will recognize changes in the redemption value as they occur and adjust the carrying amount of the redeemable noncontrolling interests to equal the maximum redemption value, provided such amount does not fall below the initial carrying value, at the end of each reporting period. The Company will reflect any changes caused by such an adjustment in retained earnings.

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 (21.1)% and (21.4)% for the three and nine months ended September 30, 2015, 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. As of December 31, 2014, the scheduled future reversal of existing U.S. federal taxable temporary differences exceeded the scheduled future reversal of existing U.S. federal deductible temporary differences. Consequently, the Company no longer applies a valuation allowance against its domestic deferred tax assets other than its foreign tax credit deferred tax asset.

The Company generates significant excess foreign tax credits each year that are attributable to the Macau Special Gaming Tax which is 35% of gross gaming revenue in Macau. 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 and the Company continues to receive distributions from MGM China, 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 its assessment of the realization of the foreign tax credit deferred tax asset. Furthermore, the Company does not rely on future U.S. source operating income in assessing future foreign tax credit realization due to its history of recent losses in the U.S. and therefore only relies on U.S. federal taxable temporary differences that it expects will reverse during the 10-year foreign tax credit carryover period.

The Company’s assessment of realization of its foreign tax credit deferred tax asset is based on available evidence, including assumptions about future profitability of and distributions from MGM China, as well as its assumption concerning renewals of the five-year exemption from Macau’s 12% complementary tax on gaming profits. As a result, significant judgment is required in assessing the possible need for a valuation allowance and changes to such assumptions may have a material impact on the amount of the valuation allowance. For example, should the Company in a future period actually receive or be able to assume an additional five-year exemption, an additional valuation allowance would likely need to be provided on some portion or all of the foreign tax credit deferred tax asset, resulting in an increase in the provision for income taxes in such period and such increase may be material. In addition, a change to forecasts of future profitability of, and distributions from, MGM China could also result in a material change in the valuation allowance with a corresponding impact on the provision for income taxes in such period.

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, of approximately $182 million as of December 31, 2015 and has reflected this assumption in its annual effective tax rate for 2015. During the first and second quarters of 2015, the Company reassessed the foreign tax credit valuation allowance as a result of the continued decline in market conditions in Macau. The valuation allowance was increased by $81 million, of which $40 million was recorded as a direct reduction in income tax benefit during the nine months ended September 30, 2015, with the remainder impacting the effective tax rate for 2015. No material change was made to the foreign tax credit valuation allowance in the three months ended September 30, 2015.

Recently issued accounting standards

Recently issued accounting standards.In May 2014, the Financial Accounting Standards Board (“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, 2017. 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 that adoption of ASU 2014-09 will have on its consolidated financial statements and footnote disclosures.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, “Amendments to the Consolidation Analysis,” (“ASU 2015-02”), which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015.  ASU 2015-02 amends: the assessment of whether a limited partnership is a variable interest entity; the effect that fees paid to a decisionmaker have on the consolidation analysis; how variable interests held by a reporting entity’s related parties or de facto agents affect its consolidation conclusion; and for entities other than limited partnerships, clarifies how to determine whether the equity holders as a group have power over an entity. The Company is currently assessing the impact that adoption of ASU 2015-02 will have on its consolidated financial statements and footnote disclosures.

In April 2015, the FASB issued Accounting Standards Update No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” (“ASU 2015-03”), which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The amortization of such costs will continue to be reported as interest expense. The Company does not believe the adoption of ASU 2015-03 will have a material effect on its financial statements or footnote disclosures.

In August 2015, the FASB issued Accounting Standards Update No. 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements,” (“ASU 2015-15”), which should be adopted concurrent with ASU 2015-03. ASU 2015-15 allows for debt issuance costs related to line-of-credit agreements to be presented in the balance sheet as an asset, and for such costs to be amortized ratably over the term of the contract regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amortization of such costs will continue to be reported as interest expense. The Company does not believe the adoption of ASU 2015-15 will have a material effect on its financial statements or footnote disclosures.