mgm-10q_20170331.htm

(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 ☒ 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 ☒ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: Yes ☐ No ☐

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

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

MGM RESORTS INTERNATIONAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)


	March 31,		December 31,
	2017		2016

ASSETS
Current assets
Cash and cash equivalents	$	1,395,444	$	1,446,581
Accounts receivable, net		493,765		542,924
Inventories		100,502		97,733
Prepaid expenses and other		183,007		142,349
Total current assets		2,172,718		2,229,587

Property and equipment, net		18,619,666		18,425,023

Other assets
Investments in and advances to unconsolidated affiliates		1,252,432		1,220,443
Goodwill		1,814,028		1,817,119
Other intangible assets, net		4,033,756		4,087,706
Other long-term assets, net		410,492		393,423
Total other assets		7,510,708		7,518,691
	$	28,303,092	$	28,173,301
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	204,835	$	250,477
Construction payable		214,861		270,361
Income taxes payable		77,348		10,654
Current portion of long-term debt		—		8,375
Accrued interest on long-term debt		112,096		159,028
Other accrued liabilities		1,515,624		1,594,526
Total current liabilities		2,124,764		2,293,421

Deferred income taxes, net		2,541,746		2,551,228
Long-term debt, net		13,099,190		12,979,220
Other long-term obligations		340,906		325,981
Commitments and contingencies (Note 7)
Redeemable noncontrolling interest		55,769		54,139
Stockholders' equity
Common stock, $.01 par value: authorized 1,000,000,000 shares, issued and outstanding 574,466,085 and 574,123,706 shares		5,745		5,741
Capital in excess of par value		5,674,057		5,653,575
Retained earnings		689,476		545,811
Accumulated other comprehensive income		7,217		15,053
Total MGM Resorts International stockholders' equity		6,376,495		6,220,180
Noncontrolling interests		3,764,222		3,749,132
Total stockholders' equity		10,140,717		9,969,312
	$	28,303,092	$	28,173,301

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

	Three Months Ended
	March 31,
	2017			2016
Revenues
Casino	$	1,505,389		$	1,134,356
Rooms		562,267			489,486
Food and beverage		444,469			377,105
Entertainment		130,347			118,326
Retail		47,976			45,473
Other		140,575			117,525
Reimbursed costs		100,215			101,049
		2,931,238			2,383,320
Less: Promotional allowances		(223,059	)		(173,634	)
		2,708,179			2,209,686
Expenses
Casino		804,595			640,569
Rooms		154,836			144,742
Food and beverage		249,845			221,296
Entertainment		99,939			92,288
Retail		23,108			22,001
Other		89,624			79,768
Reimbursed costs		100,215			101,049
General and administrative		388,835			308,543
Corporate expense		73,173			71,248
Preopening and start-up expenses		15,066			21,960
Property transactions, net		1,696			5,131
Depreciation and amortization		249,769			199,839
		2,250,701			1,908,434
Income from unconsolidated affiliates		39,703			14,702
Operating income		497,181			315,954
Non-operating income (expense)
Interest expense, net of amounts capitalized		(174,059	)		(184,669	)
Non-operating items from unconsolidated affiliates		(6,921	)		(18,212	)
Other, net		(817	)		(565	)
		(181,797	)		(203,446	)
Income before income taxes		315,384			112,508
Provision for income taxes		(62,375	)		(21,310	)
Net income		253,009			91,198
Less: Net income attributable to noncontrolling interests		(46,162	)		(24,399	)
Net income attributable to MGM Resorts International	$	206,847		$	66,799
Net income per share of common stock attributable to MGM Resorts International
Basic	$	0.36		$	0.12
Diluted	$	0.36		$	0.12
Weighted average common shares outstanding
Basic		574,403			565,056
Diluted		580,165			569,455
Dividends declared per common share	$	0.11		$	—

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

	Three Months Ended
	March 31,
	2017			2016
Cash flows from operating activities
Net income	$	253,009		$	91,198
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		249,769			199,839
Amortization of debt discounts, premiums and issuance costs		8,844			12,445
Loss on retirement of long-term debt		—			661
Provision for doubtful accounts		12,867			5,009
Stock-based compensation		15,960			12,048
Property transactions, net		1,696			5,131
(Income) loss from unconsolidated affiliates		(32,782	)		5,792
Distributions from unconsolidated affiliates		4,250			6,911
Deferred income taxes		(9,020	)		7,653
Change in operating assets and liabilities:
Accounts receivable		36,223			22,747
Inventories		(2,796	)		6,602
Income taxes receivable and payable, net		66,696			6,779
Prepaid expenses and other		(40,899	)		(40,381	)
Prepaid Cotai land concession premium		(12,947	)		(12,904	)
Accounts payable and accrued liabilities		(141,058	)		(93,704	)
Other		(4,377	)		(11,230	)
Net cash provided by operating activities		405,435			224,596
Cash flows from investing activities
Capital expenditures, net of construction payable		(456,075	)		(427,499	)
Dispositions of property and equipment		180			227
Investments in unconsolidated affiliates		(3,500	)		(1,555	)
Distributions from unconsolidated affiliates in excess of cumulative earnings		—			1,629
Other		(6,554	)		(2,826	)
Net cash used in investing activities		(465,949	)		(430,024	)
Cash flows from financing activities
Net borrowings under bank credit facilities – maturities of 90 days or less		107,480			243,000
Retirement of senior debentures		—			(2,661	)
Debt issuance costs		(4,905	)		(32,577	)
Dividends paid to common shareholders		(63,182	)		—
Distributions to noncontrolling interest owners		(24,843	)		(2,267	)
Other		(4,084	)		(4,533	)
Net cash provided by financing activities		10,466			200,962
Effect of exchange rate on cash		(1,089	)		(941	)
Cash and cash equivalents
Net decrease for the period		(51,137	)		(5,407	)
Balance, beginning of period		1,446,581			1,670,312
Balance, end of period	$	1,395,444		$	1,664,905
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized	$	212,147		$	195,028
Federal, state and foreign income taxes paid, net of refunds		2,560			4,601

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

Organization. MGM Resorts International (together with its consolidated subsidiaries, unless otherwise indicated or unless the context requires otherwise, the “Company”) is a Delaware corporation that acts largely as a holding company and, through subsidiaries, owns and operates casino resorts. The Company owns and operates the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada: Bellagio, MGM Grand Las Vegas, The Mirage, Mandalay Bay, Luxor, New York-New York, 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. The Company operates and, along with local investors, owns MGM Grand Detroit in Detroit, Michigan and MGM National Harbor in Prince George’s County, Maryland. The Company also owns and operates the Borgata Hotel Casino & Spa (“Borgata”), located on Renaissance Pointe in the Marina area of Atlantic City, New Jersey and the following resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike in Tunica. Additionally, the Company owns and operates The Park, a dining and entertainment district located between New York-New York and Monte Carlo, 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 indirectly owns 76.3% of the partnership units in MGM Growth Properties Operating Partnership LP (the “Operating Partnership”), a subsidiary of MGM Growth Properties LLC (“MGP”). MGP owns the remaining 23.7% ownership interest in the Operating Partnership units and also owns 100% of the general partner. MGP is organized as an umbrella partnership REIT (commonly referred to as an “UPREIT”) structure in which substantially all of its assets are owned by and substantially all of its businesses are conducted through the Operating Partnership. MGP has two classes of authorized and outstanding voting common shares (collectively, the “shares”): Class A shares and a single Class B share. The Company owns MGP’s Class B share, which does not provide its holder any rights to profits or losses or any rights to receive distributions from operations of MGP or upon liquidation or winding up of MGP. MGP’s Class A shareholders are entitled to one vote per share, while the Company, as the owner of the Class B share, is entitled to an amount of votes representing a majority of the total voting power of MGP’s shares so long as the Company and its controlled affiliates’ (excluding MGP) aggregate beneficial ownership of the combined economic interests in MGP and the Operating Partnership does not fall below 30%. The Operating Partnership units held by the Company are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the fair value of a Class A share. The determination of settlement method is at the option of MGP’s independent conflicts committee. Pursuant to a master lease agreement between a subsidiary of the Company (the “Tenant”) and a subsidiary of the Operating Partnership (the “Landlord”), the Company leases the real estate assets of The Mirage, Mandalay Bay, Luxor, New York-New York, Monte Carlo, Excalibur, The Park, Borgata, Gold Strike Tunica, MGM Grand Detroit and Beau Rivage from subsidiaries of the Operating Partnership. See Note 11 for additional information related to MGP and certain of the Company’s related intercompany agreements with MGP or the Operating Partnership.

The Company has an approximately 56% controlling interest in 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 concessions, and is in the process of developing an 18 acre site on the Cotai Strip in Macau (“MGM Cotai”). MGM Cotai will be an integrated casino, hotel and entertainment resort with capacity for up to 500 gaming tables and up to 1,500 slots, and featuring approximately 1,400 hotel rooms. The actual number of gaming tables allocated to MGM Cotai will be determined by the Macau government prior to opening, and such allocation is expected to be less than MGM Cotai’s 500 gaming table capacity. The total estimated project budget is $3.3 billion excluding development fees eliminated in consolidation, capitalized interest and land related costs.

The Company owns 50% of and manages CityCenter Holdings, LLC (“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, an integrated casino, hotel and entertainment resort; Mandarin Oriental Las Vegas, a non-gaming boutique hotel; and Vdara, a luxury condominium-hotel. In addition, CityCenter features residential units in the Residences at Mandarin Oriental and Veer. See Note 4 for additional information related to CityCenter.

The Company and a subsidiary of Anschutz Entertainment Group, Inc. (“AEG”) each own 42.5% of the Las Vegas Arena Company, LLC (“Las Vegas Arena Company”), the entity which owns the T-Mobile Arena, and Athena Arena, LLC owns the remaining 15%. The Company manages the T-Mobile Arena, which is 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 T-Mobile Arena is a 20,000 seat venue designed to host world-class events – from mixed martial arts, boxing, basketball and bull riding, to high profile awards shows and top-name concerts. Beginning with the 2017 – 2018 season, the T-Mobile Arena will be the home of the Vegas Golden Knights of the National Hockey League. Additionally, the Company leases the MGM Grand Garden Arena, located adjacent to the MGM Grand Las Vegas, to the Las Vegas Arena Company. See Note 4 for additional information regarding the Company’s investment in the Las Vegas Arena Company.

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. See Note 4 for additional information regarding the Company’s investment in Grand Victoria.

A subsidiary of the Company was awarded a casino license to build and operate MGM Springfield in Springfield, Massachusetts. MGM Springfield will be developed on approximately 14 acres of land in downtown Springfield. The Company’s plans for the resort currently include a casino with approximately 3,000 slots and 100 table games including poker; a 250-room hotel; 100,000 square feet of retail and restaurant space; 44,000 square feet of meeting and event space; and a 3,375 space parking garage, with an expected development and construction cost of approximately $865 million, excluding capitalized interest and land related costs.

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

Basis of presentation. As permitted by the rules and regulations of the Securities and Exchange Commission, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2016 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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

Principles of consolidation. For entities not determined to be a variable interest entity (“VIE”), the Company consolidates such entities in which the Company owns 100% of the equity. For entities in which the Company owns less than 100% of the equity interest, the Company consolidates the entity if it has the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements. For these entities, the Company records a noncontrolling interest in the consolidated balance sheets. The Company’s investments in unconsolidated affiliates which are 50% or less owned are accounted for under the equity method when the Company can exercise significant influence over or has joint control of the unconsolidated affiliate. All intercompany balances and transactions are eliminated in consolidation.

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

Management has determined that MGP is a VIE because the Class A equity investors as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance. The Company has determined that it is the primary beneficiary of MGP and consolidates MGP because (i) its ownership of MGP’s single Class B share entitles it to a majority of the total voting power of MGP’s shares, and (ii) the exchangeable nature of the Operating Partnership units owned provide the Company the right to receive benefits from MGP that could potentially be significant to MGP. The Company has recorded MGP’s 23.7% ownership interest in the Operating Partnership as noncontrolling interest in the Company’s consolidated financial statements. As of March 31, 2017 and December 31, 2016, on a consolidated basis, MGP had total assets of $9.4 billion and $9.5 billion, respectively, primarily related to its real estate investments, and total liabilities of $3.9 billion, as of both March 31, 2017 and December 31, 2016, primarily related to its indebtedness.

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 used the following inputs in its fair value measurements:

Property and equipment. Property and equipment are stated at cost. A significant amount of the Company’s property and equipment was acquired through business combinations and therefore recognized at fair value at the acquisition date. Gains and losses on dispositions of property and equipment are included in the determination of income or loss. Maintenance costs are expensed as incurred. As of March 31, 2017 and December 31, 2016, the Company had accrued $15 million and $36 million, respectively, for property and equipment within accounts payable and $32 million as of both March 31, 2017 and December 31, 2016, related to construction retention accrued in other long-term liabilities.

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 19.8% for the three months ended March 31, 2017.

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.

The Company has generated significant excess foreign tax credits that are attributable to the Macau Special Gaming Tax which is 35% of gross gaming revenue in Macau. Because MGM Grand Paradise 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 in most years and that most of the excess foreign credits will not be utilized before the exemption expires. On September 7, 2016, MGM Grand Paradise was granted an additional extension of the complementary tax exemption through March 31, 2020, concurrent with the end of the term of its current gaming subconcession. A competitor of MGM Grand Paradise subsequently received an additional extension of its exemption through March 31, 2020, which also runs concurrent with the end of the term of its current gaming concession. Based upon these developments and the uncertainty concerning taxation after the concession renewal process, the Company has assumed that MGM Grand Paradise will pay the Macau 12% complementary tax on gaming profits for all periods beyond March 31, 2020 and it 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 and the measurement of Macau deferred tax liabilities.

MGM Grand Paradise’s exemption from the Macau 12% complementary tax on gaming profits does not apply to dividend distributions of such profits to MGM China. However, MGM Grand Paradise has an agreement with the Macau government to settle the 12% complementary tax that would otherwise be due by its shareholder, MGM China, on distributions of its gaming profits by paying a flat annual payment (“annual fee arrangement”) regardless of the amount of distributable dividends. Such annual fee arrangement was effective for distributions of profits earned through December 31, 2016. MGM China was not subject to the complementary tax on distributions covered by the annual fee arrangement. Annual payments of $2 million were required under the annual fee arrangement. MGM Grand Paradise has requested an extension of this agreement to cover distributions of profits earned through December 31, 2021. However, no assurance can be given that an extension will be granted or that the terms, if granted, will not be less favorable than the prior agreement. Since 2017 earnings are not currently covered by an annual fee arrangement, the Company is providing deferred taxes on such earnings in estimating its annual effective tax rate for 2017. If an extension is granted in 2017, the Company will adjust its annual effective tax rate accordingly.

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 exemption from Macau’s 12% complementary tax on gaming profits and future profitability of its U.S. operations. As a result, significant judgment is required in assessing the possible need for and amount of 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.

Recently issued accounting standards. In 2015 and 2016, the FASB issued the following ASUs related to revenue recognition, effective for fiscal years beginning after December 15, 2017, pursuant to ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”:

The Company is currently assessing the impact that the adoption of the above ASUs related to revenue recognition will have on its consolidated financial statements and footnote disclosures. However, the Company has identified a few significant impacts. Under the new guidance, the Company expects it will no longer be permitted to recognize revenues for goods and services provided to customers for free as an inducement to gamble as gross revenue with a corresponding offset to promotional allowances to arrive at net revenues as discussed above. The Company expects the majority of such amounts will offset casino revenues. In addition, accounting for Express Comps granted under the Company’s M life Rewards program as outlined above will also change. Under the new guidance, Express Comps earned by customers through past revenue transactions will be identified as separate performance obligations and recorded as a reduction in gaming revenues when earned at the retail value of such benefits owed to the customer (less estimated breakage). When customers redeem such benefits and the performance obligation is fulfilled by the Company, revenue will be recognized in the department that provides the goods or services (i.e., hotel, food and beverage, or entertainment). In addition, given that M life Rewards is an aspirational loyalty program with multiple customer tiers, which provide certain benefits to tier members, the Company will need to assess if such benefits are deemed to be separate performance obligations under the new guidance.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which replaces the existing guidance in Accounting Standards Codification (“ASC”) 840, “Leases.” ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset and for operating leases the lessee would recognize a straight-line total lease expense. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements and footnote disclosures.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force),” (“ASU 2016-15”), effective for fiscal years beginning after December 15, 2017. ASU 2016-15 amends the guidance of ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles, specifically clarifying the guidance on eight cash flow issues. The Company does not expect the adoption of ASU 2016-15 to have a material effect on its consolidated financial statements.

In January 2017, the Company adopted ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718),” (“ASU 2016-09”). ASU 2016-09 simplifies the accounting for share-based payment transactions, including the income tax consequences, accounting for forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 has separate transition guidance for each element of the new standard. The adoption of ASU 2016-09 did not have a material effect on the Company’s consolidated financial statements and footnote disclosures.

In January 2017, the Company adopted ASU No. 2016-17, “Consolidation (Topic 810): Interests Held Through Related Parties that are Under Common Control,” (“ASU 2016-17”). The amendments affect the evaluation of whether to consolidate a VIE in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether an entity is the primary beneficiary of a VIE for an entity that is a single decision maker of a variable interest by changing how an entity treats indirect interests in the VIE held through related parties that are under common control with the reporting entity. The guidance in ASU 2016-17 must be applied retrospectively to all relevant periods. The adoption of ASU 2016-17 did not have a material effect on the Company’s consolidated financial statements and footnote disclosures.

In January 2017, the Company early adopted ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Under the amended guidance, the Company will perform its annual goodwill impairment tests (and interim tests if any are determined to be necessary) by comparing the fair value of its reporting units with their carrying value, and an impairment charge, if any, will be recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The adoption of ASU 2017-04 did not have a material effect on the Company’s consolidated financial statements and footnote disclosures.

On August 1, 2016, the Company completed the acquisition of Boyd Gaming Corporation’s (“Boyd Gaming”) ownership interest in Borgata. Following the completion of the acquisition of Boyd Gaming’s interest, MGP acquired Borgata’s real property from the Company and leased back the real property to a subsidiary of the Company.

As part of the purchase and sale agreement to acquire Borgata, the Company agreed to pay Boyd Gaming half of any net amount received or utilized by the Company as it relates to the Atlantic City property tax refund owed to Borgata at the time of the transaction. Pursuant to tax court judgments, The City of Atlantic City, New Jersey (“Atlantic City”) owed Borgata property tax refunds of approximately $106 million, plus interest, related to the over-assessment of property values for the 2009-2012 tax years. As a result of funding shortfalls, the City of Atlantic City did not pay the refunds due to Borgata and therefore, Borgata withheld current property tax obligations in partial satisfaction of the tax court judgment. Borgata applied $33 million of such credits through December 31, 2016. After taking into account contingent consideration paid related to property tax refunds realized by Borgata, cash paid to Boyd Gaming for its interest in Borgata was $604 million. See Note 7 for information regarding the property tax reimbursement agreement Borgata entered into in February 2017 with the Department of Community Affairs of the State of New Jersey and Atlantic City.

Through the acquisition of Boyd Gaming’s interest in Borgata, the Company obtained 100% of the equity interests in Borgata and therefore consolidated Borgata as of August 1, 2016. The Company recognized 100% of the assets and liabilities of Borgata at fair value at the date of the acquisition. Prior to the acquisition, the Company held a 50% ownership interest in Borgata, which was accounted for under the equity method.

Pro forma information. The operating results for Borgata are included in the accompanying consolidated statements of operations from the date of acquisition. The following unaudited pro forma consolidated financial information for the Company has been prepared assuming the Company’s acquisition of its controlling interest had occurred as of January 1, 2015. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of January 1, 2015.

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

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

Crystals sale. In April 2016, CityCenter closed the sale of The Shops at Crystals, and the results of operations were classified as discontinued operations in the summarized income statement information for the three months ended March 31, 2016.

CityCenter credit facility. In April 2017, CityCenter completed a refinancing of its senior credit facility. The new senior credit facility consists of a $1.6 billion term loan B facility maturing in April 2024 and a $125 million revolving credit facility maturing in April 2022. The term loan B was issued at 99.5% and will bear interest at LIBOR plus 2.50% with a LIBOR floor of 0.75%. The revolving facility will bear interest at LIBOR plus 2.00%.

CityCenter distributions. In April 2017, CityCenter paid a $600 million dividend, consisting of a $350 million dividend using proceeds from the upsized senior credit facilities and a $250 million dividend from cash on hand, of which $78 million was part of its annual dividend policy. MGM Resorts received its 50% share, or $300 million.

Borgata transaction. As discussed in Note 3, the Company acquired Boyd Gaming’s ownership interest in Borgata on August 1, 2016, and therefore began to consolidate Borgata beginning on that date. Prior thereto, the Company’s investment in Borgata was accounted for under the equity method.

	March 31,			December 31,
	2017			2016

	(In thousands)
Senior credit facility	$	296,875		$	250,000
MGM Growth Properties senior credit facility		2,116,500			2,133,250
MGM China credit facility		2,006,125			1,933,313
MGM National Harbor credit facility		450,000			450,000
$475 million 11.375% senior notes, due 2018		475,000			475,000
$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		1,250,000			1,250,000
$1,050 million 5.625% MGM Growth Properties senior notes, due 2024		1,050,000			1,050,000
$500 million 4.5% MGM Growth Properties senior notes, due 2026		500,000			500,000
$500 million 4.625% senior notes, due 2026		500,000			500,000
$0.6 million 7% debentures, due 2036		552			552
$2.3 million 6.7% debentures, due 2096		2,265			2,265
		13,247,317			13,144,380
Less: Premiums, discounts, and unamortized debt issuance costs, net		(148,127	)		(156,785	)
		13,099,190			12,987,595
Less: Current portion		—			(8,375	)
	$	13,099,190		$	12,979,220

Debt due within one year of the March 31, 2017 and December 31, 2016 balance sheets was classified as long-term as the Company had both the intent and ability to refinance current maturities on a long-term basis under its revolving senior credit facilities, with the exception that $8 million of MGP’s quarterly amortization payments under its senior credit facility were classified as current at December 31, 2016 because MGP used cash to make such amortization payments in January 2017.

Senior credit facility. At March 31, 2017, the Company’s senior credit facility consisted of a $1.25 billion revolving facility and a $250 million term loan A facility. The revolving facility and the term loan A facility bear interest determined by reference to a total net leverage ratio pricing grid which results in an interest rate of LIBOR plus 1.75% to 2.75%. Both the term loan A facility and the revolving facility will mature in April 2021. The term loan A facility is subject to amortization of principal in equal quarterly installments (commencing with the fiscal quarter ended March 31, 2017), with 5.0% of the initial aggregate principal amount of the term loan A facility to be payable each year. The Company permanently repaid $3 million of the term loan A facility in the three months ended March 31, 2017. The outstanding balance at March 31, 2017 was composed of $247 million of term loans and $50 million drawn on the revolving credit facility. At March 31, 2017, the interest rate on the term loan A facility was 3.23% and the interest rate on the revolving credit facility was 3.19%.

The senior credit facility contains representations and warranties, customary events of default, and positive, negative and financial covenants, including that the Company maintain compliance with a maximum total net leverage ratio, a maximum first lien

net leverage ratio and a minimum interest coverage ratio. The Company was in compliance with its credit facility covenants at March 31, 2017.

The senior credit facility is secured by (i) a mortgage on the real properties comprising the MGM Grand Las Vegas and the Bellagio, (ii) a pledge of substantially all existing and future personal property of the subsidiaries of the Company that own the MGM Grand Las Vegas and the Bellagio; and (iii) a pledge of the equity or limited liability company interests of the entities that own MGM Grand Las Vegas and the Bellagio.

Mandatory prepayments of the credit facilities will be required upon the occurrence of certain events, including sales of certain assets, casualty events and the incurrence of certain additional indebtedness, subject to certain exceptions and reinvestment rights.

MGM Growth Properties senior credit facility. At March 31, 2017, the Operating Partnership’s senior credit facility consisted of a $285 million senior secured term loan A facility, a $1.83 billion senior secured term loan B facility, and a $600 million senior secured revolving credit facility. The revolving credit facility and term loan A facility bear interest determined by reference to a total net leverage ratio pricing grid which results in an interest rate of LIBOR plus 2.25% to 2.75%. Prior to February 2017, the term loan B facility bore interest at LIBOR plus 2.75%, with a LIBOR floor of 0.75%. In February 2017, the Operating Partnership received a reduction of its term loan B interest rate to LIBOR plus 2.50%, with a LIBOR floor of 0.75% upon achieving a minimum corporate family rating of Ba3/BB-. On May 1, 2017, the Operating Partnership repriced its term loan B interest rate to LIBOR plus 2.25% with a LIBOR floor of 0%. All other principal provisions of the existing credit facility remain unchanged. The revolving credit facility and the term loan A facility will mature in 2021 and the term loan B facility will mature in 2023.

The term loan facilities are subject to amortization of principal in equal quarterly installments, with 5.0% of the initial aggregate principal amount of the term loan A facility and 1.0% of the initial aggregate principal amount of the term loan B facility to be payable each year. The Operating Partnership permanently repaid $8 million of the term loan A facility and $9 million of the term loan B facility in the three months ended March 31, 2017. At March 31, 2017, the interest rate on the term loan A facility was 3.73% and the interest rate on the term loan B facility was 3.48%. No amounts have been drawn on the revolving credit facility.

The Operating Partnership credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that the Operating Partnership maintain compliance with a maximum senior secured net debt to adjusted total assets ratio, maximum total net debt to adjusted assets ratio and a minimum interest coverage ratio. The Operating Partnership was in compliance with its credit facility covenants at March 31, 2017.

MGM China credit facility. At March 31, 2017, the MGM China credit facility consisted of $1.55 billion of term loans and a $1.45 billion revolving credit facility, which bear interest at a fluctuating rate per annum based on HIBOR plus a margin that ranges between 1.375% and 2.5% based on MGM China’s leverage ratio. The MGM China credit facility matures in April 2019, with scheduled amortization payments of the term loans beginning in October 2017. The MGM China credit facility is secured by MGM Grand Paradise’s interest in the Cotai land use right, and MGM China, MGM Grand Paradise and their guarantor subsidiaries have granted a security interest in substantially all of their assets to secure the facility. The outstanding balance at March 31, 2017 was comprised of $1.56 billion of term loans and $450 million drawn on the revolving credit facility. At March 31, 2017, the weighted average interest rate on the term loans was 2.44% and the interest rate on the revolving credit facility was 2.45%.

The MGM China credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio. In February 2017, the MGM China credit facility was amended to increase the maximum total leverage ratio to 6.00 to 1.00 through December 31, 2017, declining to 5.50 to 1.00 at March 31, 2018, 5.00 to 1.00 at June 30, 2018 and 4.50 to 1.00 at September 30, 2018 and thereafter. MGM China was in compliance with its credit facility covenants at March 31, 2017.

MGM National Harbor credit facility. At March 31, 2017, the MGM National Harbor, LLC credit facility consisted of a $425 million term loan facility and a $100 million revolving credit facility. The term loan and revolving facilities bear interest at LIBOR plus an applicable rate determined by MGM National Harbor, LLC’s total leverage ratio (2.25% as of March 31, 2017). The term loan and revolving facilities are scheduled to mature in January 2021 and the term loan facilities are subject to scheduled amortization payments on the last day of each calendar quarter beginning December 31, 2017, initially in an amount equal to 1.25% of the aggregate principal balance and increasing to 1.875% and 2.50% of the aggregate principal balance on December 31, 2019 and December 31, 2020, respectively. The outstanding balance at March 31, 2017 consisted of $425 million of term loans and $25 million drawn on the revolving credit facility. At March 31, 2017, the interest rate on the term loan A was 3.23% and the interest rate on the revolving credit facility was 3.10%.

The credit agreement is secured by a leasehold mortgage on MGM National Harbor and substantially all of the existing and future property of MGM National Harbor. Mandatory prepayments will be required upon the occurrence of certain events, including sales of certain assets, casualty events and the incurrence of certain additional indebtedness, subject to certain exceptions and

reinvestment rights. In addition, to the extent MGM National Harbor generates excess cash flow (as defined in the credit agreement), a percentage of such excess cash flow (ranging from 0% to 50% based on a total leverage ratio) will be required to be used to prepay the term loan facilities commencing with the fiscal year ending 2017.

The credit agreement contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM National Harbor, LLC and its restricted subsidiaries maintain compliance with a maximum total leverage ratio and a minimum interest coverage ratio. MGM National Harbor, LLC was in compliance with its credit agreement covenants at March 31, 2017.

Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was $13.9 billion at March 31, 2017 and December 31, 2016. Fair value was estimated using quoted market prices for the Company’s senior notes and senior credit facilities.

The Operating Partnership uses derivative instruments to mitigate the effects of interest rate volatility inherent in its variable rate debt, which could unfavorably impact its future earnings and forecasted cash flows. The Operating Partnership does not use derivative instruments for speculative or trading purposes.

The Operating Partnership is party to interest rate swaps that are designated as cash flow hedges to mitigate the interest rate risk inherent in its senior secured term loan B facility. The Operating Partnership paid a fixed rate and received a variable rate that resets monthly to the one-month LIBOR subject to a minimum rate of 0.75%. The principle terms at March 31, 2017 and December 31, 2016 are as follows:

Interest rate swaps valued in net unrealized gain positions are recognized as asset balances within “Other long-term assets, net.” Interest rate swaps valued in net unrealized loss positions are recognized as liability balances within “Other long-term obligations.” For the three months ended March 31, 2017, the amount recorded in other comprehensive income related to the derivative instruments was a net loss of $0.6 million. There was no ineffective portion of the change in fair value derivatives. During the three months ended March 31, 2017, the Operating Partnership recorded interest expense of $3 million related to the swap agreements.

In May 2017, the Company amended its outstanding interest rate swap agreements. Under the new agreements the Company will pay a weighted average fixed rate of 1.844% on total notional amount of $1.2 billion and the variable rate received will reset monthly to the one-month LIBOR, with no minimum rate. 

Borgata property tax reimbursement agreement. On February 15, 2017, Borgata, the Department of Community Affairs of the State of New Jersey and Atlantic City entered into an agreement wherein Borgata will be reimbursed $72 million as settlement for property tax refunds, subject to certain terms and conditions. The payment of the settlement amount is in satisfaction of existing New Jersey Tax Court and Superior Court judgments totaling approximately $106 million, plus interest for the 2009-2012 tax years and the settlement of pending tax appeals for the tax years 2013-2015. Those pending tax appeals could potentially have resulted in Borgata being awarded additional refunds due amounting to approximately $65 million. Under the terms of the agreement, Atlantic City will pay Borgata the reimbursement amount of $72 million in up to two installments, with the first installment of $52 million due on or before July 31, 2017 and the second installment for the remaining balance of $20 million due on or before October 1, 2017. In order to finance the reimbursement, Atlantic City and the State of New Jersey have agreed to use their best efforts to issue and sell bonds. Should Atlantic City fail to pay either of the installment payments or petition for relief from creditors under state or federal law, or should any other event occur that would cause termination of the agreement, Borgata will be entitled to enforce a consent judgment that was entered into as part of the settlement for the 2009-2015 tax years in an amount totaling approximately $158 million.

As part of the purchase and sale agreement to acquire Borgata in August 2016, the Company agreed to pay Boyd Gaming half of any net amount received by the Company as it relates to the property tax refund owed to Borgata. The Company will recognize the

amounts received pursuant to the reimbursement agreement and amounts paid to Boyd Gaming in current earnings in the periods in which payments are received and paid.

T-Mobile Arena senior credit facility. The Company is party to a repayment guarantee for the term loan B facility under the Las Vegas Arena Company’s senior credit facility. As of March 31, 2017, the term loan B was $50 million.

Other guarantees. The Company and its subsidiaries are party to various guarantee contracts in the normal course of business, which are generally supported by letters of credit issued by financial institutions. The Company’s senior credit facility limits the amount of letters of credit that can be issued to $250 million, MGP’s senior credit facility limits the amount to $75 million, MGM China’s credit facility limits the amount to $100 million, and MGM National Harbor’s credit facility limits the amount to $30 million. At March 31, 2017, $15 million in letters of credit were outstanding under the Company’s senior credit facility and $39 million in letters of credit were outstanding under MGM China’s credit facility. No amounts were outstanding under the MGP senior credit facility and the MGM National Harbor credit facility at March 31, 2017. The amount of available borrowings under each of the credit facilities are reduced by any outstanding letters of credit.

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.

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

MGM Resorts International dividends. On April 26, 2017, the Company’s Board of Directors approved a quarterly dividend to holders of record on June 9, 2017 of $0.11 per share, totaling $63 million, which will be paid on June 15, 2017. On March 15, 2017, the Company paid a quarterly dividend of $0.11 per share, totaling $63 million.

MGM China dividends. On February 16, 2017, as part of its regular dividend policy, MGM China’s Board of Directors announced it will recommend a final dividend for 2016 of $78 million to MGM China shareholders subject to approval at the MGM China 2017 annual shareholders meeting to be held in May. If approved, the Company will receive its 56% share of the dividend, or $44 million, of which $4 million will be paid to Grand Paradise Macau under the previously disclosed deferred cash payment arrangement.

MGP dividends. On March 15, 2017, MGP’s Board of Directors declared a quarterly dividend of $0.3875 per Class A share totaling $22 million, which was paid on April 13, 2017 to holders of record on March 31, 2017. The Company concurrently received a

$72 million distribution attributable to its ownership of Operating Partnership units. In January 2017, MGP paid a quarterly dividend of $0.3875 per Class A share totaling $22 million. The Company concurrently received a $72 million distribution attributable to its ownership of Operating Partnership units.

Supplemental equity information. The following table presents the Company’s changes in stockholders’ equity for the three months ended March 31, 2017:

	MGM Resorts
	International						Total
	Stockholders'			Noncontrolling			Stockholders'
	Equity			Interests			Equity

	(In thousands)
Balances, January 1, 2017	$	6,220,180		$	3,749,132		$	9,969,312
Net income		206,847			44,042			250,889
Currency translation adjustment		(7,352	)		(5,581	)		(12,933	)
Other comprehensive loss - cash flow hedges		(484	)		(150	)		(634	)
Stock-based compensation		14,946			1,020			15,966
Issuance of common stock pursuant to stock-based compensation awards		(4,074	)		—			(4,074	)
Issuance of performance share units		9,648			95			9,743
Distributions to noncontrolling interest owners		—			(2,044	)		(2,044	)
Dividend paid to common shareholders		(63,182	)		—			(63,182	)
Dividend payable to noncontrolling interest owners		—			(22,281	)		(22,281	)
Other		(34	)		(11	)		(45	)
Balances, March 31, 2017	$	6,376,495		$	3,764,222		$	10,140,717

Net income attributable to noncontrolling interests in the above table excludes $2 million related to redeemable noncontrolling interests in the three months ended March 31, 2017.

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


	Currency
	Translation			Cash Flow
	Adjustments			Hedges			Other		Total

	(In thousands)
Balance, January 1, 2017	$	12,545		$	1,434		$	1,074	$	15,053
Other comprehensive loss before reclassifications		(12,933	)		(3,320	)		—		(16,253	)
Amounts reclassified from accumulated other comprehensive income		—			2,686					2,686
Other comprehensive loss, net of tax		(12,933	)		(634	)		—		(13,567	)
Other comprehensive income attributable to noncontrolling interest		5,581			150			—		5,731
Balance, March 31, 2017	$	5,193		$	950		$	1,074	$	7,217

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: domestic resorts and MGM China. The Company’s operations related to investments in unconsolidated affiliates and certain other corporate operations and management services have not been identified as separate reportable segments; therefore, these operations are included in “Corporate and other” in the following segment disclosures to reconcile to consolidated results.

The Company’s management utilizes Adjusted Property EBITDA as the primary profit measure for its reportable segments. Adjusted Property EBITDA is a measure defined as Adjusted EBITDA before corporate expense and stock compensation expense related to the Company’s omnibus incentive plan and MGP’s omnibus incentive 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, goodwill impairment charges and property transactions, net.

	Three Months Ended
	March 31,
	2017			2016

	(In thousands)
Net revenue
Domestic resorts	$	2,086,415		$	1,619,223
MGM China		502,374			469,029
Reportable segment net revenues		2,588,789			2,088,252
Corporate and other		119,390			121,434
	$	2,708,179		$	2,209,686
Adjusted Property EBITDA
Domestic resorts	$	647,775		$	484,931
MGM China		142,982			114,123
Reportable segment Adjusted Property EBITDA		790,757			599,054

Other operating income (expense)
Corporate and other		(27,045	)		(56,170	)
Preopening and start-up expenses		(15,066	)		(21,960	)
Property transactions, net		(1,696	)		(5,131	)
Depreciation and amortization		(249,769	)		(199,839	)
Operating income		497,181			315,954
Non-operating income (expense)
Interest expense, net of amounts capitalized		(174,059	)		(184,669	)
Non-operating items from unconsolidated affiliates		(6,921	)		(18,212	)
Other, net		(817	)		(565	)
		(181,797	)		(203,446	)
Income before income taxes		315,384			112,508
Provision for income taxes		(62,375	)		(21,310	)
Net income		253,009			91,198
Less: Net income attributable to noncontrolling interests		(46,162	)		(24,399	)
Net income attributable to MGM Resorts International	$	206,847		$	66,799

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, is party to a brand license agreement with MGM China. MGM China pays a license fee to MGM Branding and Development equal to 1.75% of MGM Macau’s consolidated net revenue, subject to an annual cap of $75 million in 2017 with a 20% increase per annum during the term of the agreement. During the three months ended March 31, 2017 and 2016, MGM China incurred total license fees of $9 million and $8 million, respectively. Such amounts have been eliminated in consolidation.

MGP. Pursuant to a master lease agreement by and between the Tenant, which is a subsidiary of the Company and the Landlord, which is a subsidiary of the Operating Partnership, the Tenant has leased MGP’s real estate assets from the Landlord. The master lease has an initial lease term of ten years with the potential to extend the term for four additional five-year terms thereafter at the option of the Tenant. The master lease provides that any extension of its term must apply to all of the real estate under the master lease at the time of the extension. The master lease has a triple-net structure, which requires the Tenant to pay substantially all costs associated with the lease, including real estate taxes, insurance, utilities and routine maintenance, in addition to the base rent. Additionally, the master lease provides the Landlord with a right of first offer with respect to MGM National Harbor and the Company’s development property located in Springfield, Massachusetts, which the Landlord may exercise should the Company elect to sell these properties in the future.

The annual rent payments due under the master lease for the first lease year ending March 31, 2017 were $550 million prior to MGP’s acquisition of Borgata’s real property on August 1, 2016. Subsequent to the acquisition, annual rent payments under the master lease increased to $650 million, prorated for the remainder of the first lease year after the Borgata transaction. Rent under the master lease consists of a “base rent” component and a “percentage rent” component. For the second lease year commencing April 1, 2017, the base rent will represent approximately 90% of the initial total rent payments due under the master lease, or $597 million and the percentage rent will represent 10% of the initial total rent payments due under the master lease, or $65 million. The base rent includes a fixed annual rent escalator of 2.0% for the second through the sixth lease years (as defined in the master lease). Thereafter, the annual escalator of 2.0% will be subject to the Tenant and, without duplication, the operating subsidiary sublessees of the Tenant, collectively meeting an adjusted net revenue to rent ratio of 6.25:1.00 based on their net revenue from the leased properties subject to the master lease (as determined in accordance with U.S. GAAP, adjusted to exclude net revenue attributable to certain scheduled subleases and, at the Company’s option, reimbursed cost revenue). The percentage rent will initially be a fixed amount for approximately the first six years and will then be adjusted every five years based on the average actual annual net revenues of the Tenant and, without duplication, the operating subsidiary sublessees of the Tenant, from the leased properties subject to the master lease at such time for the trailing five calendar-year period (calculated by multiplying the average annual net revenues, excluding net revenue attributable to certain scheduled subleases and, at the Landlord’s option, reimbursed cost revenue, for the trailing five calendar-year period by 1.4%). During the three months ended March 31, 2017, the Landlord recorded rent income of $163 million.

Pursuant to the master lease, upon an event of default the Landlord may, at its option (i) terminate the master lease, repossess any leased property, relet any leased property to a third party and require that the Tenant pay damages; (ii) require that the Tenant pay to the Landlord rent and other sums payable with interest calculated at the overdue rate provided for in the master lease or terminate the Tenant’s right to possession of the leased property and seek damages; and/or (iii) seek any and all other rights and remedies available under law or in equity. An event of default will be deemed to occur upon certain events, including: (1) the failure by the Tenant to pay rent or other additional charges when due; (2) failure by the Tenant to comply with the covenants set forth in the master lease; (3) certain events of bankruptcy or insolvency with respect to a Tenant or the guarantor; (4) the occurrence of a default under the guaranty of the master lease; (5) the loss or suspension of a material license that causes cessation of gaming activity that would reasonably be expected to have a material adverse effect on the Tenant, the facilities or the leased properties taken as a whole; and (6) the failure of the Company, on a consolidated basis with Tenant, to maintain an EBITDAR to rent ratio (as described in the master lease) of at least 1.10:1.00 for two consecutive test periods, beginning with the test periods ending December 31, 2016 and March 31, 2017. The Company was in compliance with all applicable covenants as of March 31, 2017.

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

As of March 31, 2017, all of the Company’s principal debt arrangements are guaranteed by each of its material domestic subsidiaries, other than MGP and the Operating Partnership, MGM Grand Detroit, LLC, MGM National Harbor, LLC, Blue Tarp reDevelopment, LLC (the company that will own and operate the Company’s proposed casino in Springfield, Massachusetts), and each of their respective subsidiaries. The Company’s international subsidiaries, including MGM China and its subsidiaries, are not guarantors of such indebtedness. Separate condensed consolidating financial information for the subsidiary guarantors and non-

guarantors as of March 31, 2017 and December 31, 2016, and for the three months ended March 31, 2017 and 2016 are presented below. Within the Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2017 and 2016, the Company has presented net changes in intercompany accounts as investing activities if the applicable entities have a net asset in intercompany accounts and as a financing activity if the applicable entities have a net intercompany liability balance.

Certain of the Company’s subsidiaries collectively own 76.3% of the Operating Partnership units as of March 31, 2017, and each subsidiary accounts for its respective investment under the equity method within the condensed consolidating financial information presented below. For these subsidiaries, such investment constitutes continuing involvement, and accordingly, the contribution and leaseback of the real estate assets do not qualify for sale-leaseback accounting. The real estate assets that were contributed to and owned by the Operating Partnership, along with the related transactions, are reflected in the balance sheets of the MGM subsidiaries that contributed such assets. In addition, such subsidiaries recognized finance liabilities within “Other long-term obligations” related to rent payments due under the Master Lease and recognized the related interest expense component of such payments. These real estate assets are also reflected on the balance sheet of the MGP subsidiary that received such assets in connection with the contribution. The condensed consolidating financial information presented below therefore includes the accounting for such activity within the respective columns presented and in the elimination column.

	At March 31, 2017
			Guarantor		Non-Guarantor Subsidiaries
	Parent		Subsidiaries		MGP		Other		Elimination			Consolidated

	(In thousands)
Current assets	$	80,646	$	953,785	$	370,717	$	770,014	$	(2,444	)	$	2,172,718
Property and equipment, net		—		13,525,048		9,019,620		5,106,590		(9,031,592	)		18,619,666
Investments in subsidiaries		20,161,450		3,354,103		—		—		(23,515,553	)		—
Investments in MGP Operating Partnership		—		3,529,177		—		631,867		(4,161,044	)		—
Investments in and advances to unconsolidated affiliates		—		1,221,579		—		5,853		25,000			1,252,432
Intercompany accounts		—		5,017,773		—		—		(5,017,773	)		—
Other non-current assets		50,677		931,390		59,115		5,265,278		(48,184	)		6,258,276
	$	20,292,773	$	28,532,855	$	9,449,452	$	11,779,602	$	(41,751,590	)	$	28,303,092
Current liabilities	$	180,593	$	1,153,934	$	124,431	$	831,958	$	(166,152	)	$	2,124,764
Intercompany accounts		4,442,724		—		816		574,233		(5,017,773	)		—
Deferred income taxes, net		2,191,758		—		25,368		349,988		(25,368	)		2,541,746
Long-term debt		7,070,275		2,835		3,606,973		2,419,107		—			13,099,190
Other long-term obligations		30,928		7,363,077		129,827		1,051,706		(8,234,632	)		340,906
Total liabilities		13,916,278		8,519,846		3,887,415		5,226,992		(13,443,925	)		18,106,606
Redeemable noncontrolling interest		—		—		—		55,769		—			55,769
MGM Resorts International stockholders' equity		6,376,495		20,013,009		4,239,164		4,055,492		(28,307,665	)		6,376,495
Noncontrolling interests		—		—		1,322,873		2,441,349		—			3,764,222
Total stockholders' equity		6,376,495		20,013,009		5,562,037		6,496,841		(28,307,665	)		10,140,717
	$	20,292,773	$	28,532,855	$	9,449,452	$	11,779,602	$	(41,751,590	)	$	28,303,092

	At December 31, 2016
			Guarantor		Non-Guarantor Subsidiaries
	Parent		Subsidiaries		MGP		Other		Elimination			Consolidated

	(In thousands)
Current assets	$	103,934	$	981,705	$	368,622	$	783,920	$	(8,594	)	$	2,229,587
Property and equipment, net	—			13,599,127		9,079,678		4,837,868		(9,091,650	)		18,425,023
Investments in subsidiaries		18,907,988		3,338,752	—		—			(22,246,740	)		—
Investments in the MGP Operating Partnership	—			3,553,840	—			636,268		(4,190,108	)		—
Investments in and advances to unconsolidated affiliates	—			1,189,590	—			5,853		25,000			1,220,443
Intercompany accounts	—			4,796,713	—		—			(4,796,713	)		—
Other non-current assets		50,741		934,836		58,440		5,302,132		(47,901	)		6,298,248
	$	19,062,663	$	28,394,563	$	9,506,740	$	11,566,041	$	(40,356,706	)	$	28,173,301
Current liabilities	$	184,281	$	1,301,423	$	139,099	$	837,844	$	(169,226	)	$	2,293,421
Intercompany accounts		3,406,699	—			166		1,389,848		(4,796,713	)		—
Deferred income taxes, net		2,202,809	—			25,368		348,419		(25,368	)		2,551,228
Long-term debt		7,019,745		2,835		3,613,567		2,343,073	—				12,979,220
Other long-term obligations		28,949		7,360,887		120,279		1,051,754		(8,235,888	)		325,981
Total liabilities		12,842,483		8,665,145		3,898,479		5,970,938		(13,227,195	)		18,149,850
Redeemable noncontrolling interest	—		—		—			54,139	—				54,139
MGM Resorts International stockholders' equity		6,220,180		19,729,418		4,274,444		3,125,649		(27,129,511	)		6,220,180
Noncontrolling interests	—		—			1,333,817		2,415,315	—				3,749,132
Total stockholders' equity		6,220,180		19,729,418		5,608,261		5,540,964		(27,129,511	)		9,969,312
	$	19,062,663	$	28,394,563	$	9,506,740	$	11,566,041	$	(40,356,706	)	$	28,173,301

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) INFORMATION

	Three Months Ended March 31, 2017
				Guarantor			Non-Guarantor Subsidiaries
	Parent			Subsidiaries			MGP			Other			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	1,889,279		$	183,899		$	819,815		$	(184,814	)	$	2,708,179
Equity in subsidiaries' earnings		402,740			52,942			—			—			(455,682	)		—
Expenses
Casino and hotel operations		2,509			1,015,519			—			505,048			(914	)		1,522,162
General and administrative		1,982			298,248			20,487			88,605			(20,487	)		388,835
Corporate expense		23,393			47,292			2,851			(192	)		(171	)		73,173
Preopening and start-up expenses		—			644			—			14,422			—			15,066
Property transactions, net		—			1,547			6,855			149			(6,855	)		1,696
Depreciation and amortization		—			162,699			61,684			87,070			(61,684	)		249,769
		27,884			1,525,949			91,877			695,102			(90,111	)		2,250,701
Income (loss) from unconsolidated affiliates		—			39,784			—			(81	)		—			39,703
Operating income (loss)		374,856			456,056			92,022			124,632			(550,385	)		497,181
Interest expense, net of amounts capitalized		(123,356	)		(458	)		(44,636	)		(5,609	)		—			(174,059	)
Other, net		14,086			(108,494	)		544			(29,597	)		115,723			(7,738	)
Income (loss) before income taxes		265,586			347,104			47,930			89,426			(434,662	)		315,384
Provision for income taxes		(58,739	)		—			(1,238	)		(2,398	)		—			(62,375	)
Net income (loss)		206,847			347,104			46,692			87,028			(434,662	)		253,009
Less: Net income attributable to noncontrolling interests		—			—			(11,348	)		(34,814	)		—			(46,162	)
Net income (loss) attributable to MGM Resorts International	$	206,847		$	347,104		$	35,344		$	52,214		$	(434,662	)	$	206,847
Net income (loss)	$	206,847		$	347,104		$	46,692		$	87,028		$	(434,662	)	$	253,009
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(7,352	)		(7,352	)		—			(12,933	)		14,704			(12,933	)
Unrealized gain (loss) on cash flow hedges		(484	)		—			(634	)		—			484			(634	)
Other comprehensive income (loss)		(7,836	)		(7,352	)		(634	)		(12,933	)		15,188			(13,567	)
Comprehensive income (loss)		199,011			339,752			46,058			74,095			(419,474	)		239,442
Less: Comprehensive income attributable to noncontrolling interests		—			—			(11,198	)		(29,233	)		—			(40,431	)
Comprehensive income (loss) attributable to MGM Resorts International	$	199,011		$	339,752		$	34,860		$	44,862		$	(419,474	)	$	199,011

	Three Months Ended March 31, 2017
				Guarantor			Non-Guarantor Subsidiaries
	Parent			Subsidiaries			MGP			Other			Elimination			Consolidated
	(In thousands)
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(172,712	)	$	227,779		$	119,191		$	231,177		$	—		$	405,435
Cash flows from investing activities
Capital expenditures, net of construction payable		—			(79,464	)		—			(376,611	)		—			(456,075	)
Dispositions of property and equipment		—			89			—			91			—			180
Investments in and advances to unconsolidated affiliates		—			(3,500	)		—			—			—			(3,500	)
Intercompany accounts		—			(221,059	)		—			—			221,059			—
Other		—			(3,710	)		—			(2,844	)		—			(6,554	)
Net cash provided by (used in) investing activities		—			(307,644	)		—			(379,364	)		221,059			(465,949	)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less		46,875			—			(16,750	)		77,355			—			107,480
Dividends paid		(63,182	)		—			—			—			—			(63,182	)
Debt issuance costs		—			—			(526	)		(4,379	)		—			(4,905	)
MGP Operating Partnership distributions paid to consolidated subsidiaries		—			—			(71,827	)		—			71,827			—
Distributions to noncontrolling interest owners		—			—			(22,282	)		(2,561	)		—			(24,843	)
Intercompany accounts		165,879			59,310			—			67,697			(292,886	)		—
Other		(4,077	)		—			—			(7	)		—			(4,084	)
Net cash provided by (used in) financing activities		145,495			59,310			(111,385	)		138,105			(221,059	)		10,466
Effect of exchange rate on cash		—			—			—			(1,089	)		—			(1,089	)
Cash and cash equivalents
Net increase (decrease) for the period		(27,217	)		(20,555	)		7,806			(11,171	)		—			(51,137	)
Balance, beginning of period		99,995			307,713			360,492			678,381			—			1,446,581
Balance, end of period	$	72,778		$	287,158		$	368,298		$	667,210		$	—		$	1,395,444

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) INFORMATION

	Three Months Ended March 31, 2016
				Guarantor			Non-Guarantor Subsidiaries
	Parent			Subsidiaries			MGP			Other			Elimination			Consolidated
	(In thousands)
Net revenues	$	—		$	1,600,525		$	—		$	610,009		$	(848	)	$	2,209,686
Equity in subsidiaries' earnings		286,193			41,311			—			—			(327,504	)		—
Expenses
Casino and hotel operations		2,122			904,060			—			396,379			(848	)		1,301,713
General and administrative		1,613			241,843			15,620			49,467			—			308,543
Corporate expense		34,556			36,543			—			149			—			71,248
Preopening and start-up expenses		—			3,446			—			18,514			—			21,960
Property transactions, net		—			4,267			874			(10	)		—			5,131
Depreciation and amortization		—			85,405			51,476			62,958			—			199,839
		38,291			1,275,564			67,970			527,457			(848	)		1,908,434
Income (loss) from unconsolidated affiliates		—			14,790			—			(88	)		—			14,702
Operating income (loss)		247,902			381,062			(67,970	)		82,464			(327,504	)		315,954
Interest expense, net of amounts capitalized		(175,694	)		(195	)		—			(8,780	)		—			(184,669	)
Other, net		13,874			(19,536	)		—			(13,115	)		—			(18,777	)
Income (loss) before income taxes		86,082			361,331			(67,970	)		60,569			(327,504	)		112,508
Benefit (provision) for income taxes		(19,283	)		(3,719	)		—			1,692			—			(21,310	)
Net income (loss)		66,799			357,612			(67,970	)		62,261			(327,504	)		91,198
Less: Net income attributable to noncontrolling interests		—			—			—			(24,399	)		—			(24,399	)
Net income (loss) attributable to MGM Resorts International	$	66,799		$	357,612		$	(67,970	)	$	37,862		$	(327,504	)	$	66,799
Net income (loss)	$	66,799		$	357,612		$	(67,970	)	$	62,261		$	(327,504	)	$	91,198
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(2,400	)		(2,400	)		—			(4,765	)		4,800			(4,765	)
Other comprehensive income (loss)		(2,400	)		(2,400	)		—			(4,765	)		4,800			(4,765	)
Comprehensive income (loss)		64,399			355,212			(67,970	)		57,496			(322,704	)		86,433
Less: Comprehensive income attributable to noncontrolling interests		—			—			—			(22,034	)		—			(22,034	)
Comprehensive income (loss) attributable to MGM Resorts International	$	64,399		$	355,212		$	(67,970	)	$	35,462		$	(322,704	)	$	64,399

	Three Months Ended March 31, 2016
				Guarantor			Non-Guarantor Subsidiaries
	Parent			Subsidiaries			MGP			Other			Elimination			Consolidated
	(In thousands)
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(206,511	)	$	314,090		$	(15,620	)	$	132,637		$	—		$	224,596
Cash flows from investing activities
Capital expenditures, net of construction payable		—			32,701			(111,241	)		(348,959	)		—			(427,499	)
Dispositions of property and equipment		—			89			—			138			—			227
Investments in and advances to unconsolidated affiliates		—			(1,555	)		—			—			—			(1,555	)
Distributions from unconsolidated affiliates in excess of cumulative earnings		—			1,629			—			—			—			1,629
Intercompany accounts		—			(266,482	)		—			—			266,482			—
Other		—			(1,988	)		—			(838	)		—			(2,826	)
Net cash provided by (used in) investing activities		—			(235,606	)		(111,241	)		(349,659	)		266,482			(430,024	)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities - maturities of 90 days or less		(7,000	)		—			—			250,000			—			243,000
Retirement of senior notes		—			(2,661	)		—			—			—			(2,661	)
Debt issuance costs		(27	)		—			—			(32,550	)		—			(32,577	)
Intercompany accounts		199,554			(123,101	)		126,861			63,168			(266,482	)		—
Distributions to noncontrolling interest owners		—			—			—			(2,267	)		—			(2,267	)
Other		(1,414	)		2,073			—			(5,192	)		—			(4,533	)
Net cash provided by (used in) financing activities		191,113			(123,689	)		126,861			273,159			(266,482	)		200,962
Effect of exchange rate on cash		—			—			—			(941	)		—			(941	)
Cash and cash equivalents
Net increase (decrease) for the period		(15,398	)		(45,205	)		—			55,196			—			(5,407	)
Balance, beginning of period		538,856			304,168			—			827,288			—			1,670,312
Balance, end of period	$	523,458		$	258,963		$	—		$	882,484		$	—		$	1,664,905

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, 2016, which were included in our Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 1, 2017. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. MGM Resorts International together with its subsidiaries may be referred to as “we,” “us” or “our.” MGM China Holdings Limited together with its subsidiaries is referred to as “MGM China.” MGM Growth Properties LLC together with its subsidiaries is referred to as “MGP.”

Our primary business is the ownership and operation of casino resorts, which offer gaming, hotel, convention, dining, entertainment, retail and other resort amenities. We own or invest in several of the finest casino resorts in the world and we continually reinvest in our resorts to maintain our competitive advantage. Most of our revenue is cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. We rely heavily on the ability of our resorts to generate operating cash flow to fund capital expenditures, provide excess cash flow for future development and repay debt financings. 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 decreased 1%, Las Vegas Strip REVPAR increased 9% and Las Vegas Strip gaming revenue increased 6% in the three months ended March 31, 2017 compared to the prior year period. Results of operations for our domestic resorts in the three months ended March 31, 2017 benefited from an increase in operating margins resulting from increases in gaming revenue and REVPAR. Our rooms revenue benefited from robust convention business at our Las Vegas Strip resorts, which allowed us to yield higher room rates across our portfolio of resorts.

As a significant number of MGM Macau’s customers are from mainland China, we believe operating results at MGM Macau are affected by economic conditions in mainland China as well as by certain policy initiatives enacted in mainland China and Macau. We believe a slowdown in China’s economic growth rate as well as the implementation of policies related to gaming promoters, the Chinese government’s restrictions on travel to Macau and restrictions on cross-border currency transactions led to a multi-year decrease in gross gaming revenues for the Macau market which lasted through the first half of 2016 and primarily impacted VIP casino gaming operations and, to a lesser extent, main floor operations throughout the Macau market. 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. We believe recent trends reflect stabilization and growth within the Macau market as gross gaming revenue has increased year over year in each month beginning in August 2016 and continuing through March 2017. In the three months ended March 31, 2017, gross gaming revenue increased 13% compared to the same period in the prior year. Additionally, according to statistics published by the Statistics and Census Service of the Macau Government, visitor arrivals increased 6% and overnight visitors increased 12% in the three months ended March 31, 2017 compared to the same period in the prior year.

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 $3.3 billion, excluding development fees eliminated in consolidation, capitalized interest and land related costs, to develop MGM Cotai, a casino resort with capacity for up to 500 gaming tables and up to 1,500 slots, and featuring approximately 1,400 hotel rooms, built on an approximately 18 acre site on the Cotai Strip in Macau. The actual number of gaming tables allocated to MGM Cotai will be determined by the Macau government prior to opening, and such allocation is expected to be less than our 500 gaming table capacity. MGM Cotai is expected to open in the fourth quarter of 2017.

We were awarded a casino license to build and operate MGM Springfield in Springfield, Massachusetts. MGM Springfield will be developed on approximately 14 acres of land in downtown Springfield. MGM’s plans for the resort currently include a casino with approximately 3,000 slots and 100 table games including poker; a 250-room hotel; 100,000 square feet of retail and restaurant space; 44,000 square feet of meeting and event space; and a 3,375-space parking garage; with an expected development and construction cost of approximately $865 million, excluding capitalized interest and land-related costs. Construction of MGM Springfield is expected to be completed in late 2018.

See Note 1 and Note 11 in the accompanying consolidated financial statements for information regarding MGP and the related master lease agreement. All intercompany transactions, including transactions under the master lease, have been eliminated in consolidation.

We have two reportable segments: domestic resorts and MGM China. See Note 10 in the accompanying consolidated financial statements for additional information regarding our segments.

Over half of the net revenue from our 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 which lead to better labor utilization. Our operating results are highly dependent on demand for our services, and the volume of customers at our resorts, which in turn affects the price we can charge for our hotel rooms and other amenities. In addition, our results of operations compared to prior periods can be impacted by holiday calendar shifts, significant one-time events and the strength of our convention calendar. Also, we generate a significant portion of our revenue from our domestic resorts in Las Vegas, Nevada, which exposes us to certain risks, such as increased competition from new or expanded Las Vegas resorts, and from the expansion of gaming in the United States generally.

Key performance indicators related to gaming and hotel revenue at our domestic resorts are:

We own an approximate 56% controlling interest in MGM China, which owns MGM Grand Paradise, the Macau company that owns and operates MGM Macau and the related gaming subconcession and land concessions, and is in the process of developing MGM 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 their customers generate, or a percentage of the rolling chip turnover plus discounted offerings on nongaming amenities. The estimated portion of the gaming promoter payments that represent amounts passed through to VIP customers is recorded as a reduction of casino revenue, and the estimated portion retained by the gaming promoter for its compensation is recorded as casino expense. In-house VIP commissions are based on a percentage of rolling chip turnover and are recorded as a reduction of casino revenue.

In addition to the key performance indicators used by our 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 typically in the range of 2.7% to 3.0% of turnover. Normal main floor table games hold percentage at MGM Macau is in the range of 16% to 22% of table games drop.

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

The following table summarizes our consolidated financial results for the three months ended March 31, 2017 and 2016:

Consolidated net revenue increased 23% for the three months ended March 31, 2017 compared to the prior year period due primarily to the Borgata acquisition on August 1, 2016, the opening of MGM National Harbor on December 8, 2016, an increase in casino and non-casino revenue at our domestic resorts and an increase in casino revenue at MGM China. See “Operating Results – Detailed Segment Information” below for additional information related to segment revenues.

Consolidated operating income was $497 million for the three months ended March 31, 2017 compared to $316 million for the same period in the prior year. Operating income at our domestic resorts increased 31%, or $112 million, in the three months ended March 31, 2017 compared to the prior year period and included $39 million of operating income from Borgata and $11 million of operating income from MGM National Harbor. Operating income at MGM China increased 54%, or $26 million, compared to the prior year period. Income from unconsolidated affiliates was $40 million for the three months ended March 31, 2017 compared to $15 million in the prior year period. See “Operating Results – Income from Unconsolidated Affiliates” for additional detail.

Corporate expense increased 3%, or $2 million, in the three months ended March 31, 2017 compared to the prior year period. The current year quarter included $2 million related to MGP and a $3 million increase in stock-based compensation costs. The prior year quarter included costs incurred to implement initiatives related to the Profit Growth Plan and costs associated with the initial public offering of MGP totaling $14 million. Preopening expense decreased 31%, or $7 million, compared to the prior year quarter as a result of the opening of MGM National Harbor in December 2016. Preopening expense in the three months ended March 31, 2017 primarily related to our MGM Cotai and MGM Springfield projects.

The following table presents 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:

Domestic resorts. The following table is a reconciliation of domestic resorts net revenues to domestic resorts same-store net revenues:

Casino revenue for the three months ended March 31, 2017 increased 50% compared to the same period in the prior year, due primarily to the Borgata acquisition, the MGM National Harbor opening on December 8, 2016, and an increase in both table games revenue and slots revenue. Same-store casino revenue increased 4% compared to the prior year quarter due primarily to an increase in table games revenue and slots revenue. Same-store table games revenue increased 7% compared to the prior year quarter due to an increase in same-store table games hold percentage to 23.7% from 22.4% in the prior year quarter. On a same-store basis, slots revenue increased 2% compared to the prior year quarter.

The following table shows key gaming statistics for the Company’s Las Vegas Strip resorts:

Domestic resorts rooms revenue increased 15% in the first quarter of 2017. On a same-store basis, rooms revenue increased 8% in the first quarter of 2017 as a result of a 9% increase in REVPAR at our Las Vegas Strip resorts when compared to the same period in the prior year.

The following table provides key hotel statistics for our Las Vegas Strip resorts:

Food and beverage revenue for the three months ended March 31, 2017 increased 20% compared to the same period in the prior year due primarily to revenue from Borgata and MGM National Harbor, an increase in convention and banquet business, and the opening of several new outlets. Same-store food and beverage revenue for the three months ended March 31, 2017 increased 5% compared to the same periods in the prior year.

Entertainment revenue for the three months ended March 31, 2017 increased 12% compared to the same period in the prior year due primarily to revenue from Borgata and MGM National Harbor and an increase in Cirque du Soleil revenue. Same-store entertainment revenue increased 6% for the three months ended March 31, 2017 compared to the same period in the prior year.

The following table is a reconciliation of domestic resorts Adjusted Property EBITDA to domestic resorts Same-store Adjusted Property EBITDA:

Adjusted Property EBITDA at our domestic resorts increased 34% during the three months ended March 31, 2017 compared to the prior year quarter, and benefited from $59 million of Adjusted Property EBITDA from Borgata, $32 million of Adjusted Property EBITDA from MGM National Harbor, and increased casino and non-casino revenue as discussed above. Same-store Adjusted Property EBITDA increased 15% during the three months ended March 31, 2017 compared to the prior year quarter and Same-store Adjusted Property EBITDA margin for the three months ended March 31, 2017, increased by 257 basis points compared to the prior year period to 32.5%.

For the three months ended March 31, 2017, net revenue for MGM China increased 7% compared to the same period in the prior year, primarily as a result of a 17% increase in main floor table games revenue due to an increase in hold percentage to 22.2% in the current year quarter, from 18.0% in the prior year quarter, partially offset by a decrease in VIP table games revenue. VIP table games revenue decreased 5% due to a 16% decrease in turnover, partially offset by an increase in hold percentage to 3.4% in the current year quarter from 3.0% in the prior year quarter.

MGM China’s Adjusted EBITDA for the three months ended March 31, 2017 and 2016 was $143 million and $114 million, respectively. Adjusted EBITDA margin increased 413 basis points to 28.5% in the current year quarter as a result of an increase in main floor table games mix and cost reduction efforts. Excluding license fees of $9 million in the current year quarter and $8 million in the prior year quarter, Adjusted EBITDA increased 24%.

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 months ended March 31, 2017 increased compared to the same period in the prior year due to an increase in income from unconsolidated affiliates. See below for additional discussion of our share of operating results from unconsolidated affiliates.

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

We completed our acquisition of Borgata on August 1, 2016, at which time the subsidiary operating Borgata became a consolidated subsidiary. Prior to the acquisition, we held a 50% interest in Borgata, which was accounted for under the equity method.

Our share of CityCenter’s operating income, including certain basis difference adjustments, for the three months ended March 31, 2017 was $37 million, compared to an operating loss in the prior year period of $9 million. Our share of CityCenter’s operating loss in the prior year quarter included $31 million related to our share of accelerated depreciation associated with the scheduled April 2016 closure of the Zarkana theatre and $9 million for our share of a charge related to obligations in connection with the sale of Crystals. At Aria, casino revenues increased 10% for the three months ended March 31, 2017 compared to the same period in the prior year, due to a 10% increase in table games revenue and a 9% increase in slot revenue. Table games volume decreased 5% and hold percentage increased to 25.6% in the current year quarter compared to 23.8% in the prior year quarter. Slot volume increased less than 1% and hold percentage increased to 7.8% in the current year quarter compared to 7.2% in the prior year quarter. REVPAR increased by 9% and 8% at Aria and Vdara, respectively, which led to a 7% increase in CityCenter’s rooms revenue in the current year quarter compared to the prior year quarter.

Gross interest expense for the three months ended March 31, 2017 decreased $14 million compared to the prior year period due to a decrease in the average debt outstanding related to our senior notes and a decrease in the weighted average interest rate of our senior notes, as well as a decrease in amortization of debt issuance costs. This was partially offset primarily by an increase in the average debt outstanding under our senior credit facilities. Capitalized interest was $24 million and $27 million during the three months ended March 31, 2017 and 2016, respectively. The decrease in capitalized interest was due primarily to the substantial completion of MGM National Harbor in December 2016, partially offset by an increase related to the MGM Cotai and MGM Springfield projects during the first three months of 2017.

Non-operating expense from unconsolidated affiliates decreased in the three months ended March 31, 2017 compared to the same period in the prior year due primarily to the acquisition of Borgata on August 1, 2016, at which time the subsidiary operating Borgata became a consolidated subsidiary of our company. Prior to the acquisition, we held a 50% ownership interest in Borgata, which was accounted for under the equity method. In addition, our share of CityCenter’s interest expense decreased compared to the prior year quarter.

Our effective tax rate for the three months ended March 31, 2017 was 19.8% compared to 18.9% in the prior year quarter. 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.

“Adjusted EBITDA” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, goodwill impairment charges and property transactions, net. “Adjusted Property EBITDA” is Adjusted EBITDA before corporate expense and stock compensation expense related to the MGM Resorts and MGP stock-based compensation plans, which are 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. “Same-store Adjusted Property EBITDA” is Adjusted Property EBITDA related to operating resorts which were consolidated by the Company for both the entire current and prior year periods presented. 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 present Adjusted Property EBITDA on a “same-store” basis as supplemental information for investors because management believes that providing performance measures on a “same-store” basis is useful for evaluating the period-to-period performance of our domestic casino resorts.

We believe that while items excluded from Adjusted EBITDA, Adjusted Property EBITDA and Same-store 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 awards are all managed at the corporate level. Therefore, we use Adjusted Property EBITDA and Same-store Adjusted Property EBITDA as the primary measure of domestic resorts operating performance.

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

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

	Three Months Ended
	March 31,
	2017		2016

	(In thousands)
Net income attributable to MGM Resorts International	$	206,847	$	66,799
Plus: Net income attributable to noncontrolling interests		46,162		24,399
Net income		253,009		91,198
Provision for income taxes		62,375		21,310
Income before income taxes		315,384		112,508
Non-operating income (expense)
Interest expense, net of amounts capitalized		174,059		184,669
Non-operating items from unconsolidated affiliates		6,921		18,212
Other, net		817		565
		181,797		203,446
Operating income		497,181		315,954
Preopening and start-up expenses		15,066		21,960
Property transactions, net		1,696		5,131
Depreciation and amortization		249,769		199,839
Adjusted EBITDA	$	763,712	$	542,884

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

	Three Months Ended March 31, 2017
				Preopening			Property			Depreciation
	Operating			and Start-up			Transactions,			and		Adjusted
	Income (Loss)			Expenses			Net			Amortization		EBITDA

	(In thousands)
Bellagio	$	106,876		$	—		$	85		$	22,146	$	129,107
MGM Grand Las Vegas		55,822			7			233			17,588		73,650
Mandalay Bay		53,490			—			—			24,627		78,117
The Mirage		52,760			—			—			9,335		62,095
Luxor		23,083			—			(1	)		9,722		32,804
New York-New York		24,600			(8	)		129			9,191		33,912
Excalibur		24,541			—			55			4,202		28,798
Monte Carlo		8,817			610			31			12,996		22,454
Circus Circus Las Vegas		11,718			—			239			4,001		15,958
MGM Grand Detroit		38,825			—			—			5,779		44,604
Beau Rivage		14,450			—			—			6,037		20,487
Gold Strike Tunica		12,413			—			(28	)		2,341		14,726
Borgata		38,884			35			804			19,200		58,923
National Harbor		10,608			74			—			21,458		32,140
Domestic resorts		476,887			718			1,547			168,623		647,775
MGM China		73,190			9,824			149			59,819		142,982
Unconsolidated resorts		39,703			—			—			—		39,703
Management and other operations		9,114			—			—			1,802		10,916
		598,894			10,542			1,696			230,244		841,376
Stock compensation		(13,363	)		—			—			—		(13,363	)
Corporate		(88,350	)		4,524			—			19,525		(64,301	)
	$	497,181		$	15,066		$	1,696		$	249,769	$	763,712

	Three Months Ended March 31, 2016
				Preopening		Property			Depreciation
	Operating			and Start-up		Transactions,			and		Adjusted
	Income (Loss)			Expenses		Net			Amortization		EBITDA

	(In thousands)
Bellagio	$	94,168		$	—	$	1		$	22,482	$	116,651
MGM Grand Las Vegas		62,262			—		763			17,869		80,894
Mandalay Bay		34,855			14		874			22,379		58,122
The Mirage		27,994			—		—			10,336		38,330
Luxor		15,885			—		287			9,219		25,391
New York-New York		25,487			—		3			5,413		30,903
Excalibur		16,969			—		2,766			4,142		23,877
Monte Carlo		16,777			—		91			4,432		21,300
Circus Circus Las Vegas		9,089			—		134			4,070		13,293
MGM Grand Detroit		34,031			—		—			6,011		40,042
Beau Rivage		16,190			—		10			6,599		22,799
Gold Strike Tunica		10,831			—		97			2,401		13,329
Domestic resorts		364,538			14		5,026			115,353		484,931
MGM China		47,452			5,908		(10	)		60,773		114,123
Unconsolidated resorts		12,420			2,282		—			—		14,702
Management and other operations		1,064			1,150		—			1,901		4,115
		425,474			9,354		5,016			178,027		617,871
Stock compensation		(9,869	)		—		—			—		(9,869	)
Corporate		(99,651	)		12,606		115			21,812		(65,118	)
	$	315,954		$	21,960	$	5,131		$	199,839	$	542,884

Our cash and cash equivalents at March 31, 2017 were $1.4 billion, which included $465 million at MGM China and $368 million at MGP.

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 $405 million for the three months ended March 31, 2017 compared to cash provided by operating activities of $225 million in the prior year period. Operating cash flows increased in the current year period due to an increase in operating income at both our domestic resorts and MGM China, partially offset by an increase in cash paid for interest.

Investing activities. We made capital expenditures of $456 million for the three months ended March 31, 2017, of which $251 million related to MGM China, excluding capitalized interest on development fees eliminated in consolidation. Capital expenditures at MGM China included $240 million related to the construction of MGM Cotai and $12 million related to projects at MGM Macau. Capital expenditures at our domestic resorts and corporate entities of $205 million included $86 million related to MGM National Harbor, $39 million related to the construction of MGM Springfield, and $16 million related to the Monte Carlo rebranding as well as various room remodels, construction of the parking garage at Excalibur and a waterpark at Circus Circus, and restaurant and entertainment venue remodels. Most of the costs capitalized at our domestic resorts during the three months ended March 31, 2017 related to construction materials, furniture and fixtures, and external labor costs.

We made capital expenditures of $427 million for the three months ended March 31, 2016, of which $198 million related to MGM China, excluding capitalized interest on development fees eliminated in consolidation. Capital expenditures at MGM China included $190 million related to the construction of MGM Cotai and $8 million related to projects at MGM Macau. Capital expenditures at our domestic resorts and corporate entities of $229 million included $140 million related to the construction of MGM National Harbor, $19 million related to the construction of The Park, and $11 million related to the construction of MGM Springfield, as well as various room remodels including the tower rooms at Mandalay Bay, construction of additional exhibit space at the Mandalay Bay Convention Center, and restaurant and entertainment venue remodels. Most of the costs capitalized at our domestic resorts during the three months ended March 31, 2016 related to construction materials, furniture and fixtures, and external labor costs.

Financing activities. In the three months ended March 31, 2017, we borrowed net debt of $107 million which solely consisted of net draws on our revolving credit facilities and MGM China’s credit facility and paid $4 million of debt issuance costs related to the amendment to the MGM China credit facility. In addition, we paid a $63 million dividend to our common shareholders in March 2017 and MGP paid a $22 million dividend to their Class A shareholders in January 2017.

In the three months ended March 31, 2016 we borrowed net debt of $240 million, which included $250 million of borrowings under the MGM National Harbor credit agreement. Additionally, we paid $33 million of debt issuance costs related to the MGM National Harbor credit agreement and the amendment to the MGM China credit facility.

Anticipated uses of cash. We have significant outstanding debt and contractual obligations in addition to planned capital expenditures. At March 31, 2017, we had $13.2 billion in principal amount of indebtedness, including $297 million of borrowings outstanding under our $1.5 billion senior credit facility, $2.1 billion outstanding under the $2.7 billion Operating Partnership senior credit facility, $2.0 billion outstanding under the $3.0 billion MGM China credit facility and $450 million outstanding under the $525 million MGM National Harbor credit facility. We have an estimated $755 million of cash interest payments based on current outstanding debt and applicable interest rates within the next twelve months. We expect to meet our debt maturities and planned capital expenditure requirements with future anticipated operating cash flows, cash and cash equivalents, and available borrowings under our credit facilities.

In addition, we have made significant investments through March 31, 2017 and we expect to make capital investments as described below during the remainder of 2017. See “Executive Overview” for further information regarding the scope and timing of our significant development projects.

During the remainder of 2017, MGM China expects to spend approximately $45 million in capital improvements at MGM Macau and $870 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.

MGM dividend. On April 26, 2017, our Board of Directors approved a quarterly dividend to holders of record on June 9, 2017 of $0.11 per share, which will be paid on June 15, 2017.

MGP distributions. On March 15, 2017, MGP’s Board of Directors declared a quarterly dividend of $0.3875 per Class A share totaling $22 million, which was paid on April 13, 2017 to holders of record on March 31, 2017. We concurrently received a $72 million distribution attributable to Operating Partnership units owned by us from the Operating Partnership, which remained within the consolidated entity.

MGM China dividend. On February 16, 2017, MGM China’s Board of Directors announced it will recommend a final dividend for 2016 of $78 million to MGM China shareholders subject to approval at the MGM China 2017 annual shareholders meeting to be held in May. If approved, we will receive our 56% share of the dividend, or $44 million, of which $4 million will be paid to Grand Paradise Macau under the previously disclosed deferred cash payment arrangement.

A complete discussion of our critical accounting policies and estimates is included in our Form 10-K for the fiscal year ended December 31, 2016. There have been no significant changes in our critical accounting policies and estimates since year end, except as follows:

On January 1, 2017, we early adopted ASU 2017-04 “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). In accordance with ASU 2017-04, we perform our annual goodwill impairment tests (and interim tests if any are determined to be necessary) by comparing the fair value of our reporting units with their carrying value and an impairment charge, if any, will be recognized for the amount by which the carrying value exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

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.

The Operating Partnership has entered into interest rate swap agreements to mitigate the interest rate risk inherent in its senior secured term loan B facility. These interest rate swaps are designated as cash flow hedges and had the following terms as of March 31, 2017:

In May 2017, we amended our outstanding interest rate swap agreements. Under the new agreements we will pay a weighted average fixed rate of 1.844% on total notional amount of $1.2 billion and the variable rate received will reset monthly to the one-month LIBOR, with no minimum rate. See Note 6 in the accompanying consolidated financial statements for additional information.

As of March 31, 2017, variable rate borrowings represented 28% of our total borrowings after giving effect to the $1.2 billion notional amount of Operating Partnership interest rate swaps discussed above. Assuming a 100 basis-point increase in LIBOR (after giving effect to the $1.2 billion notional amount of Operating Partnership interest rate swaps discussed above), our annual interest cost would increase by $17 million based on gross amounts outstanding at March 31, 2017. Assuming a 100 basis-point increase in HIBOR for the MGM China credit facility, our annual interest cost would increase by $20 million based on amounts outstanding at March 31, 2017. The following table provides additional information about our gross long-term debt subject to changes in interest rates excluding the effect of the Operating Partnership interest rate swaps discussed above:

																						Fair Value
	Debt maturing in																					March 31,
	2017			2018			2019			2020			2021			Thereafter			Total			2017

	(In millions)
Fixed-rate	$	—		$	475		$	850		$	1,500		$	1,250		$	4,303		$	8,378		$	9,045
Average interest rate	N/A				11.4	%		8.6	%		6.3	%		6.6	%		6.0	%		6.7	%
Variable rate	$	118		$	845		$	1,220		$	80		$	862		$	1,744		$	4,869		$	4,867
Average interest rate		2.8	%		2.5	%		2.5	%		3.4	%		3.4	%		3.5	%		3.0	%

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, China, Macau or Hong Kong could cause variability in these exchange rates. We cannot assure you that the Hong Kong dollar will continue to be pegged to the U.S. dollar or the current peg rate for the Hong Kong dollar will remain at the same level. The possible changes to the peg of the Hong Kong dollar may result in severe fluctuations in the exchange rate thereof. As of March 31, 2017, 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 $5 million and a 1% decrease in the exchange rate would impact the carrying value of our debt balance by $20 million.

This Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “will,” “may” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding expected market growth in Macau, our ability to generate significant cash flow and execute on ongoing and future projects, amounts we will spend in capital expenditures and investments, the opening of strategic resort developments, the estimated costs and components associated with those developments, our expectations with respect to future cash dividends on our common stock, dividends and distributions we will receive from MGM China, the Operating Partnership or CityCenter and amounts projected to be realized as deferred tax assets. The foregoing is not a complete list of all forward-looking statements we make.

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

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.

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

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 Securities Exchange Act of 1934, as amended (“the Exchange Act”)) were effective as of March 31, 2017 to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and regulations and to provide that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures. This conclusion is based on an evaluation as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act conducted under the supervision and participation of the principal executive officer and principal financial officer along with company management.

During the quarter ended March 31, 2017, 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.

Securities and derivative litigation. In 2009 various shareholders filed six lawsuits in Nevada federal and state court against the Company and various of its former and current directors and officers alleging federal securities laws violations and/or related breaches of fiduciary duties in connection with statements allegedly made by the defendants during the period August 2007 through the date of such lawsuit filings in 2009 (the “class period”). In general, the lawsuits asserted 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 sought 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. In November 2009, the U.S. District Court for Nevada consolidated the remaining cases 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, Case No. 2:09-cv-01558-GMN-LRL. The consolidated case names the Company and certain former and current directors and officers as defendants and alleges violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. 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 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.

On March 1, 2016, the court entered a Final Judgment and Order of Dismissal with Prejudice (the “Final Judgment”) of the two cases consolidated under In re MGM MIRAGE Securities Litigation. Of the thousands of putative class members, only one objected to the adequacy of the settlement. The court entered the Final Judgment over his objection, finding that the settlement was fair, reasonable and adequate to the settlement class in all respects, and dismissed the actions and all released claims with prejudice as to all defendants, and expressly provided that neither the settlement nor associated negotiations and proceedings constitute an admission or evidence of liability, fault or omission by the defendants.

On March 25, 2016, the sole objector to the adequacy of the settlement filed a Notice of Appeal as to the Final Judgment and related orders entered by the court concerning the plan of settlement distribution and award of attorneys’ fees and expenses to the lead plaintiffs’ counsel. The appeal has been fully briefed and is awaiting an order from the court of appeals.

If the Final Judgment is reversed on appeal, the case would be remanded and the Company and all other defendants plan to 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.

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, 2016. There have been no material changes to those factors for the three months ended March 31, 2017, except as discussed below.

Our business may be materially affected by changes to fiscal and tax policies. The new U.S. presidential administration has called for substantial change to fiscal tax policies, which may include comprehensive tax reform. We cannot predict the impact, if any, of these changes to our business. For example, a change from a worldwide to a territorial tax system, could eliminate our ability to

utilize some portion or all of our foreign tax credits in future periods and such change could result in a material change in the valuation allowance, or elimination of the foreign tax credit deferred tax asset in its entirety, with a corresponding impact on the provision for income taxes in the period of such change. Although we cannot predict what changes will actually occur with respect to any of the tax reform proposals, any such changes could have a material effect on our business, financial condition, results of operations and cash flows.

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.

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

Class		Outstanding at May 4, 2017
Common Stock, $.01 par value		574,739,484 shares


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets at March 31, 2017 and December 31, 2016	1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2017 and March 31, 2016	2
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2017 and March 31, 2016	3
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and March 31, 2016	4
	Condensed Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 6.	Exhibits	39
SIGNATURES		40

	Three Months Ended
	March 31,
	2016
	(In thousands, except per share data)
	(unaudited)
Net revenues	$	2,399,607
Net income attributable to MGM Resorts International		78,849
Basic net income per share	$	0.14
Diluted net income per share	$	0.14

	March 31,		December 31,
	2017		2016

	(In thousands)
CityCenter Holdings, LLC – CityCenter (50%)	$	1,038,606	$	1,007,358
Elgin Riverboat Resort–Riverboat Casino – Grand Victoria (50%)		122,984		123,585
Las Vegas Arena Company, LLC (42.5%)		78,198		80,339
Other		12,644		9,161
	$	1,252,432	$	1,220,443

							Fair Value Asset (Liability)
Effective Date	Maturity Date	Notional Amount		Fixed Rate			March 31, 2017			December 31, 2016
(In thousands)
December 8, 2016	November 30, 2021	$	500,000		1.825	%	$	2,770		$	1,879
January 31, 2017	November 30, 2021		700,000		1.964	%		(1,525	)	N/A
		$	1,200,000				$	1,245		$	1,879

10.1	Form of Letter to Employees re Existing Equity Awards (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 10, 2017).
10.2	Form of Performance Share Unit Agreement (Bonus Payout) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 10, 2017).
10.3	Form of Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed March 10, 2017).
10.4	Form of Restricted Stock Unit Agreement (Non-Employee Director) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 10, 2017).
10.5	Form of Restricted Stock Unit (with Performance Hurdle) (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed March 10, 2017).
10.6	Form of Restricted Stock Unit (no Performance Hurdle) (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed March 10, 2017).
10.7	Fourth Supplemental Agreement, dated February 15, 2017, among the Borrowers, the guarantors named therein and Bank of America, N.A., as facility agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 16, 2017).
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 March 31, 2017 formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets at March 31, 2017 (unaudited) and December 31, 2016 (audited); (ii) Unaudited Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016; (iii) Unaudited Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016; (iv) Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016; and (v) Condensed Notes to the Unaudited Consolidated Financial Statements.

	MGM Resorts International
Date: May 9, 2017	By:	/s/ JAMES J. MURREN
		James J. Murren
		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

Date: May 9, 2017		/s/ DANIEL J. D’ARRIGO
		Daniel J. D’Arrigo
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)