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

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

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

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

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

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

	June 30,			December 31,			September 30,			December 31,
	2020			2019			2020			2019
ASSETS	ASSETS						ASSETS
Current assets
Cash and cash equivalents	$	4,835,505		$	2,329,604		$	4,593,872		$	2,329,604
Accounts receivable, net		287,065			612,717			328,413			612,717
Inventories		106,791			102,888			97,316			102,888
Income tax receivable		166,507			27,167			170,377			27,167
October 1 litigation insurance receivable		751,000			735,000			751,000			735,000
Prepaid expenses and other		223,900			200,317			245,303			200,317
Total current assets		6,370,768			4,007,693			6,186,281			4,007,693

Property and equipment, net		14,977,408			18,285,955			14,792,378			18,285,955

Other assets
Investments in and advances to unconsolidated affiliates		1,468,495			822,366			1,473,955			822,366
Goodwill		2,091,697			2,084,564			2,091,769			2,084,564
Other intangible assets, net		3,746,734			3,826,504			3,697,549			3,826,504
Operating lease right-of-use assets, net		8,379,607			4,392,481			8,330,530			4,392,481
Other long-term assets, net		436,576			456,793			432,313			456,793
Total other assets		16,123,109			11,582,708			16,026,116			11,582,708
	$	37,471,285		$	33,876,356		$	37,004,775		$	33,876,356
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY						LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	122,428		$	235,437		$	150,445		$	235,437
Construction payable		26,707			74,734			28,827			74,734
Accrued interest on long-term debt		128,430			122,250			150,729			122,250
October 1 litigation liability		800,000			735,000			800,000			735,000
Other accrued liabilities		1,497,563			2,024,002			1,636,783			2,024,002
Total current liabilities		2,575,128			3,191,423			2,766,784			3,191,423

Deferred income taxes, net		2,242,707			2,106,506			2,164,231			2,106,506
Long-term debt, net		11,339,561			11,168,904			11,414,730			11,168,904
Operating lease liabilities		8,376,770			4,277,970			8,380,341			4,277,970
Other long-term obligations		529,542			363,588			518,057			363,588
Commitments and contingencies (Note 7)
Redeemable noncontrolling interests		58,795			105,046			57,970			105,046
Stockholders' equity
Common stock, $.01 par value: authorized 1,000,000,000 shares, issued and outstanding 493,281,168 and 503,147,632 shares		4,933			5,031
Common stock, $.01 par value: authorized 1,000,000,000 shares, issued and outstanding 493,306,751 and 503,147,632 shares								4,933			5,031
Capital in excess of par value		3,333,074			3,531,099			3,355,693			3,531,099
Retained earnings		4,075,812			4,201,337			3,539,848			4,201,337
Accumulated other comprehensive loss		(39,030	)		(10,202	)		(39,370	)		(10,202	)
Total MGM Resorts International stockholders' equity		7,374,789			7,727,265			6,861,104			7,727,265
Noncontrolling interests		4,973,993			4,935,654			4,841,558			4,935,654
Total stockholders' equity		12,348,782			12,662,919			11,702,662			12,662,919
	$	37,471,285		$	33,876,356		$	37,004,775		$	33,876,356

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

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2020			2019			2020			2019			2020			2019			2020			2019
Revenues
Casino	$	163,649		$	1,598,312		$	1,217,675		$	3,224,658		$	690,218		$	1,663,049		$	1,907,893		$	4,887,707
Rooms		31,623			586,503			465,574			1,160,718			175,450			595,636			641,024			1,756,354
Food and beverage		29,771			544,552			426,480			1,064,773			126,317			560,200			552,797			1,624,973
Entertainment, retail and other		48,569			382,738			318,514			727,112			101,618			387,596			420,132			1,114,708
Reimbursed costs		16,197			111,138			114,383			222,893			32,317			107,901			146,700			330,794
		289,809			3,223,243			2,542,626			6,400,154			1,125,920			3,314,382			3,668,546			9,714,536
Expenses
Casino		200,393			888,392			829,063			1,791,149			368,310			915,207			1,197,373			2,706,356
Rooms		41,251			208,643			213,860			412,637			107,361			211,292			321,221			623,929
Food and beverage		60,306			426,664			399,942			826,903			133,937			427,400			533,879			1,254,303
Entertainment, retail and other		56,223			269,983			255,286			513,613			87,592			274,850			342,878			788,463
Reimbursed costs		16,197			111,138			114,383			222,893			32,317			107,901			146,700			330,794
General and administrative		473,564			524,424			1,047,870			1,049,536			543,293			494,228			1,591,163			1,543,764
Corporate expense		142,578			108,061			286,386			237,497			70,437			108,545			356,823			346,042
Preopening and start-up expenses		(82	)		879			40			4,166			11			925			51			5,091
Property transactions, net		26,349			5,790			81,324			14,566			4,116			249,858			85,440			264,424
Gain on REIT transactions, net		—			—			(1,491,945	)		—			0			0			(1,491,945	)		0
Depreciation and amortization		299,206			334,788			617,496			651,202			294,363			322,009			911,859			973,211
		1,315,985			2,878,762			2,353,705			5,724,162			1,641,737			3,112,215			3,995,442			8,836,377
Income (loss) from unconsolidated affiliates		(8,353	)		27,004			27,395			65,753
Income from unconsolidated affiliates														20,635			36,214			48,030			101,967
Operating income (loss)		(1,034,529	)		371,485			216,316			741,745			(495,182	)		238,381			(278,866	)		980,126
Non-operating income (expense)
Interest expense, net of amounts capitalized		(156,756	)		(215,829	)		(313,893	)		(431,949	)		(173,808	)		(215,503	)		(487,701	)		(647,452	)
Non-operating items from unconsolidated affiliates		(23,761	)		(21,477	)		(56,382	)		(39,642	)		(23,604	)		(14,669	)		(79,986	)		(54,311	)
Other, net		8,321			(46,276	)		(115,943	)		(44,583	)		13,889			(9,381	)		(102,054	)		(53,964	)
		(172,196	)		(283,582	)		(486,218	)		(516,174	)		(183,523	)		(239,553	)		(669,741	)		(755,727	)
Income (loss) before income taxes		(1,206,725	)		87,903			(269,902	)		225,571			(678,705	)		(1,172	)		(948,607	)		224,399
Benefit (provision) for income taxes		270,238			(11,734	)		7,934			(83,245	)		76,734			7,276			84,668			(75,969	)
Net income (loss)		(936,487	)		76,169			(261,968	)		142,326			(601,971	)		6,104			(863,939	)		148,430
Less: Net (income) loss attributable to noncontrolling interests		79,230			(32,764	)		211,580			(67,624	)		67,240			(43,237	)		278,820			(110,861	)
Net income (loss) attributable to MGM Resorts International	$	(857,257	)	$	43,405		$	(50,388	)	$	74,702		$	(534,731	)	$	(37,133	)	$	(585,119	)	$	37,569
Net income (loss) per share of common stock attributable to MGM Resorts International
Basic	$	(1.67	)	$	0.08		$	(0.02	)	$	0.13		$	(1.08	)	$	(0.08	)	$	(1.10	)	$	0.06
Diluted	$	(1.67	)	$	0.08		$	(0.02	)	$	0.13		$	(1.08	)	$	(0.08	)	$	(1.10	)	$	0.06
Weighted average common shares outstanding
Basic		493,456			532,365			494,434			533,286			493,517			518,983			494,126			528,429
Diluted		493,456			535,417			494,434			536,456			493,517			518,983			494,126			531,873

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

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2020			2019			2020			2019			2020			2019			2020			2019
Net income (loss)	$	(936,487	)	$	76,169		$	(261,968	)	$	142,326		$	(601,971	)	$	6,104		$	(863,939	)	$	148,430
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		289			26,380			28,625			13,975			538			(18,602	)		29,163			(4,627	)
Unrealized loss on cash flow hedges		(7,114	)		(26,298	)		(90,200	)		(39,621	)		(448	)		(16,504	)		(90,648	)		(56,125	)
Other comprehensive income (loss)		(6,825	)		82			(61,575	)		(25,646	)		90			(35,106	)		(61,485	)		(60,752	)
Comprehensive income (loss)		(943,312	)		76,251			(323,543	)		116,680			(601,881	)		(29,002	)		(925,424	)		87,678
Less: Comprehensive (income) loss attributable to noncontrolling interests		82,074			(34,743	)		239,426			(59,387	)		66,810			(28,911	)		306,236			(88,298	)
Comprehensive income (loss) attributable to MGM Resorts International	$	(861,238	)	$	41,508		$	(84,117	)	$	57,293
Comprehensive loss attributable to MGM Resorts International													$	(535,071	)	$	(57,913	)	$	(619,188	)	$	(620	)

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

	Six Months Ended						Nine Months Ended
	June 30,						September 30,
	2020			2019			2020			2019
Cash flows from operating activities
Net income (loss)	$	(261,968	)	$	142,326		$	(863,939	)	$	148,430
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		617,496			651,202			911,859			973,211
Amortization of debt discounts, premiums and issuance costs		15,903			19,735			24,918			29,539
Loss on early retirement of debt		126,664			53,211			126,462			55,932
Provision for doubtful accounts		61,859			17,328			76,228			30,456
Stock-based compensation		55,733			49,198			77,681			64,518
Property transactions, net		81,324			14,566			85,440			264,424
Gain on REIT transactions, net		(1,491,945	)		—			(1,491,945	)		0
Noncash lease expense		96,664			31,270			139,914			47,753
Loss (income) from unconsolidated affiliates		28,987			(26,111	)		31,956			(47,656	)
Distributions from unconsolidated affiliates		38,238			—			62,399			0
Deferred income taxes		129,301			68,613			49,633			52,785
Change in operating assets and liabilities:
Accounts receivable		248,109			80,080			192,393			(655,786	)
Inventories		(3,784	)		5,113			5,692			7,734
Income taxes receivable and payable, net		(139,343	)		7,436			(143,213	)		4,555
Prepaid expenses and other		(23,492	)		21,682			(44,895	)		(23,105	)
Accounts payable and accrued liabilities		(641,370	)		(147,353	)		(450,378	)		436,494
Other		(23,878	)		(20,463	)		(39,810	)		(33,176	)
Net cash provided by (used in) operating activities		(1,085,502	)		967,833			(1,249,605	)		1,356,108
Cash flows from investing activities
Capital expenditures, net of construction payable		(140,208	)		(321,618	)		(177,571	)		(482,786	)
Dispositions of property and equipment		192			573			433			1,936
Proceeds from Mandalay Bay and MGM Grand Las Vegas transaction		2,455,839			—			2,455,839			0
Acquisition of Empire City Casino, net of cash acquired		—			(535,681	)		0			(535,681	)
Investments in unconsolidated affiliates		(38,344	)		(80,669	)		(71,110	)		(81,271	)
Distributions from unconsolidated affiliates		63,251			90,000			63,578			99,661
Other		385			(30,170	)		385			(31,112	)
Net cash provided by (used in) investing activities		2,341,115			(877,565	)		2,271,554			(1,029,253	)
Cash flows from financing activities
Net repayments under bank credit facilities – maturities of 90 days or less		(1,141,500	)		(1,979,956	)		(1,071,180	)		(1,711,007	)
Issuance of long-term debt		2,050,000			3,250,000			2,050,000			3,250,000
Retirement of senior notes		(846,797	)		(1,759,926	)		(846,815	)		(1,759,978	)
Debt issuance costs		(40,208	)		(45,546	)		(42,030	)		(63,391	)
Proceeds from issuance of bridge loan facility		1,304,625			—			1,304,625			0
Issuance of MGM Growth Properties Class A shares, net		524,704			613,299			524,704			699,362
Dividends paid to common shareholders		(75,137	)		(138,215	)		(76,370	)		(205,163	)
Distributions to noncontrolling interest owners		(154,648	)		(102,418	)		(219,775	)		(172,239	)
Purchases of common stock		(353,720	)		(281,833	)		(353,720	)		(638,815	)
Other		(19,496	)		(13,184	)		(29,601	)		(18,655	)
Net cash provided by (used in) financing activities		1,247,823			(457,779	)		1,239,838			(619,886	)
Effect of exchange rate on cash		2,465			1,340			2,481			(162	)
Cash and cash equivalents
Net increase (decrease) for the period		2,505,901			(366,171	)		2,264,268			(293,193	)
Balance, beginning of period		2,329,604			1,526,762			2,329,604			1,526,762
Balance, end of period	$	4,835,505		$	1,160,591		$	4,593,872		$	1,233,569
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized	$	289,419		$	415,196		$	428,520		$	597,785
Federal, state and foreign income taxes paid, net of refunds		1,867			7,069			8,595			18,222
Non-cash investing and financing activities
Investment in MGP BREIT Venture	$	802,000		$	—		$	802,000		$	0
MGP BREIT Venture assumption of bridge loan facility		1,304,625			—			1,304,625			0

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

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

																	Total																									Total
														Accumulated			MGM Resorts																						Accumulated			MGM Resorts
		Common Stock						Capital in						Other			International			Non-			Total				Common Stock						Capital in						Other			International			Non-			Total
					Par			Excess of			Retained			Comprehensive			Stockholders'			Controlling			Stockholders'							Par			Excess of			Retained			Comprehensive			Stockholders'			Controlling			Stockholders'
		Shares			Value			Par Value			Earnings			Loss			Equity			Interests			Equity				Shares			Value			Par Value			Earnings			Loss			Equity			Interests			Equity
Balances, March 31, 2020			493,155		$	4,932		$	3,274,454		$	4,934,302		$	(39,774	)	$	8,173,914		$	5,158,087		$	13,332,001
Balances, June 30, 2020																												493,281		$	4,933		$	3,333,074		$	4,075,812		$	(39,030	)	$	7,374,789		$	4,973,993		$	12,348,782
Net loss			—			—			—			(857,257	)		—			(857,257	)		(79,333	)		(936,590	)			0			0			0			(534,731	)		0			(534,731	)		(69,423	)		(604,154	)
Currency translation adjustment			—			—			—			—			122			122			167			289				0			0			0			0			424			424			114			538
Cash flow hedges			—			—			—			—			(4,103	)		(4,103	)		(3,011	)		(7,114	)			0			0			0			0			(764	)		(764	)		316			(448	)
Stock-based compensation			—			—			17,697			—			—			17,697			1,138			18,835				0			0			19,739			0			0			19,739			2,209			21,948
Issuance of common stock pursuant to stock-based compensation awards			126			1			(575	)		—			—			(574	)		—			(574	)			26			0			(129	)		0			0			(129	)		0			(129	)
Cash distributions to noncontrolling interest owners			—			—			—			—			—			—			(19,601	)		(19,601	)			0			0			0			0			0			0			(1,044	)		(1,044	)
Dividends declared and paid to common shareholders ($0.0025 per share)			—			—			—			(1,233	)		—			(1,233	)		—			(1,233	)			0			0			0			(1,233	)		0			(1,233	)		0			(1,233	)
MGP dividend payable to Class A shareholders			—			—			—			—			—			—			(64,085	)		(64,085	)			0			0			0			0			0			0			(64,085	)		(64,085	)
Adjustment of redeemable non-controlling interest to redemption value			—			—			30,950			—			—			30,950			—			30,950
Redemption of Operating Partnership units			—			—			12,055			—			4,772			16,827			(20,032	)		(3,205	)
Adjustment of redeemable noncontrolling interest to redemption value																												0			0			3,009			0			0			3,009			0			3,009
Other			—			—			(1,507	)		—			(47	)		(1,554	)		663			(891	)			0			0			0			0			0			0			(522	)		(522	)
Balances, June 30, 2020			493,281		$	4,933		$	3,333,074		$	4,075,812		$	(39,030	)	$	7,374,789		$	4,973,993		$	12,348,782
Balances, September 30, 2020																												493,307		$	4,933		$	3,355,693		$	3,539,848		$	(39,370	)	$	6,861,104		$	4,841,558		$	11,702,662

Balances, January 1, 2020			503,148		$	5,031		$	3,531,099		$	4,201,337		$	(10,202	)	$	7,727,265		$	4,935,654		$	12,662,919				503,148		$	5,031		$	3,531,099		$	4,201,337		$	(10,202	)	$	7,727,265		$	4,935,654		$	12,662,919
Net loss			—			—			—			(50,388	)		—			(50,388	)		(213,551	)		(263,939	)			0			0			0			(585,119	)		0			(585,119	)		(282,974	)		(868,093	)
Currency translation adjustment			—			—			—			—			15,929			15,929			12,696			28,625				0			0			0			0			16,353			16,353			12,810			29,163
Cash flow hedges			—			—			—			—			(49,658	)		(49,658	)		(40,542	)		(90,200	)			0			0			0			0			(50,422	)		(50,422	)		(40,226	)		(90,648	)
Stock-based compensation			—			—			53,323			—			—			53,323			2,410			55,733				0			0			73,062			0			0			73,062			4,619			77,681
Issuance of common stock pursuant to stock-based compensation awards			994			11			(7,011	)		—			—			(7,000	)		—			(7,000	)			1,020			11			(7,140	)		0			0			(7,129	)		0			(7,129	)
Cash distributions to noncontrolling interest owners			—			—			—			—			—			—			(89,952	)		(89,952	)			0			0			0			0			0			0			(155,081	)		(155,081	)
Dividends declared and paid to common shareholders ($0.1525 per share)			—			—			—			(75,137	)		—			(75,137	)		—			(75,137	)
Dividends declared and paid to common shareholders ($0.155 per share)																												0			0			0			(76,370	)		0			(76,370	)		0			(76,370	)
MGP dividend payable to Class A shareholders			—			—			—			—			—			—			(64,085	)		(64,085	)			0			0			0			0			0			0			(64,085	)		(64,085	)
Issuance of restricted stock units			—			—			2,142			—						2,142			—			2,142				0			0			2,142			0						2,142			0			2,142
Repurchases of common stock			(10,861	)		(109	)		(353,611	)		—			—			(353,720	)		—			(353,720	)			(10,861	)		(109	)		(353,611	)		0			0			(353,720	)		0			(353,720	)
Adjustment of redeemable non-controlling interest to redemption value			—			—			39,020			—			—			39,020			—			39,020
Adjustment of redeemable noncontrolling interest to redemption value																												0			0			42,029			0			0			42,029			0			42,029
MGP Class A share issuances			—			—			64,188			—			646			64,834			442,717			507,551				0			0			64,188			0			646			64,834			442,717			507,551
MGP BREIT Venture Transaction			—			—			(6,503	)		—			(59	)		(6,562	)		8,287			1,725				0			0			(6,503	)		0			(59	)		(6,562	)		8,287			1,725
Redemption of Operating Partnership units			—			—			12,055			—			4,772			16,827			(20,032	)		(3,205	)			0			0			12,055			0			4,772			16,827			(20,032	)		(3,205	)
Other			—			—			(1,628	)		—			(458	)		(2,086	)		391			(1,695	)			0			0			(1,628	)		0			(458	)		(2,086	)		(131	)		(2,217	)
Balances, June 30, 2020			493,281		$	4,933		$	3,333,074		$	4,075,812		$	(39,030	)	$	7,374,789		$	4,973,993		$	12,348,782
Balances, September 30, 2020																												493,307		$	4,933		$	3,355,693		$	3,539,848		$	(39,370	)	$	6,861,104		$	4,841,558		$	11,702,662

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

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

																	Total																									Total
														Accumulated			MGM Resorts																						Accumulated			MGM Resorts
		Common Stock						Capital in						Other			International			Non-			Total				Common Stock						Capital in						Other			International			Non-			Total
					Par			Excess of			Retained			Comprehensive			Stockholders'			Controlling			Stockholders'							Par			Excess of			Retained			Comprehensive			Stockholders'			Controlling			Stockholders'
		Shares			Value			Par Value			Earnings			Loss			Equity			Interests			Equity				Shares			Value			Par Value			Earnings			Loss			Equity			Interests			Equity
Balances, March 31, 2019			537,156		$	5,372		$	4,420,463		$	2,384,977		$	(24,608	)	$	6,786,204		$	4,431,661		$	11,217,865
Balances, June 30, 2019																												526,333		$	5,263		$	4,181,585		$	2,359,966		$	(26,330	)	$	6,520,484		$	4,434,237		$	10,954,721
Net income			—			—			—			43,405			—			43,405			30,476			73,881				0			0			0			(37,133	)		0			(37,133	)		40,920			3,787
Currency translation adjustment			—			—			—			—			14,754			14,754			11,626			26,380				0			0			0			0			(10,509	)		(10,509	)		(8,093	)		(18,602	)
Cash flow hedges			—			—			—			—			(16,651	)		(16,651	)		(9,647	)		(26,298	)			0			0			0			0			(10,271	)		(10,271	)		(6,233	)		(16,504	)
Stock-based compensation			—			—			15,991			—			—			15,991			1,073			17,064				0			0			13,891			0			0			13,891			1,429			15,320
Issuance of common stock pursuant to stock-based compensation awards			182			1			(1,141	)		—			—			(1,140	)		—			(1,140	)			180			2			(1,982	)		0			0			(1,980	)		0			(1,980	)
Cash distributions to noncontrolling interest owners			—			—			—			—			—			—			(13,716	)		(13,716	)			0			0			0			0			0			0			(26,529	)		(26,529	)
Dividends declared and paid to common shareholders ($0.13 per share)			—			—			—			(68,416	)		—			(68,416	)		—			(68,416	)			0			0			0			(66,948	)		0			(66,948	)		0			(66,948	)
MGP dividend payable to Class A shareholders			—			—			—			—			—			—			(43,310	)		(43,310	)			0			0			0			0			0			0			(44,870	)		(44,870	)
Repurchases of common stock			(11,005	)		(110	)		(281,723	)		—			—			(281,833	)		—			(281,833	)			(12,599	)		(126	)		(356,856	)		0			0			(356,982	)		0			(356,982	)
Adjustment of redeemable non-controlling interest to redemption value			—			—			992			—			—			992			—			992
Northfield OpCo transaction			—			—			21,681			—			(2	)		21,679			(27,439	)		(5,760	)
Adjustment of redeemable noncontrolling interest to redemption value																												0			0			(3,074	)		0			0			(3,074	)		0			(3,074	)
MGP Class A share issuances			—			—			9,905			—			105			10,010			52,189			62,199				0			0			12,399			0			200			12,599			70,138			82,737
Other			—			—			(4,583	)		—			72			(4,511	)		1,324			(3,187	)			0			0			406			0			69			475			(933	)		(458	)
Balances, June 30, 2019			526,333		$	5,263		$	4,181,585		$	2,359,966		$	(26,330	)	$	6,520,484		$	4,434,237		$	10,954,721
Balances, September 30, 2019																												513,914		$	5,139		$	3,846,369		$	2,255,885		$	(46,841	)	$	6,060,552		$	4,460,066		$	10,520,618

Balances, January 1, 2019			527,480		$	5,275		$	4,092,085		$	2,423,479		$	(8,556	)	$	6,512,283		$	3,957,508		$	10,469,791				527,480		$	5,275		$	4,092,085		$	2,423,479		$	(8,556	)	$	6,512,283		$	3,957,508		$	10,469,791
Net income			—			—			—			74,702			—			74,702			63,111			137,813				0			0			0			37,569			0			37,569			104,031			141,600
Currency translation adjustment			—			—			—			—			7,848			7,848			6,127			13,975				0			0			0			0			(2,661	)		(2,661	)		(1,966	)		(4,627	)
Cash flow hedges			—			—			—			—			(25,257	)		(25,257	)		(14,364	)		(39,621	)			0			0			0			0			(35,528	)		(35,528	)		(20,597	)		(56,125	)
Stock-based compensation			—			—			46,941			—			—			46,941			2,259			49,200				0			0			60,832			0			0			60,832			3,688			64,520
Issuance of common stock pursuant to stock-based compensation awards			487			4			(5,419	)		—			—			(5,415	)		—			(5,415	)			667			6			(7,401	)	��	0			0			(7,395	)		0			(7,395	)
Cash distributions to noncontrolling interest owners			—			—			—			—			—			—			(60,913	)		(60,913	)			0			0			0			0			0			0			(130,752	)		(130,752	)
Dividends declared and paid to common shareholders ($0.26 per share)			—			—			—			(138,215	)		—			(138,215	)		—			(138,215	)
Dividends declared and paid to common shareholders ($0.39 per share)																												0			0			0			(205,163	)		0			(205,163	)		0			(205,163	)
MGP dividend payable to Class A shareholders			—			—			—			—			—			—			(43,310	)		(43,310	)			0			0			0			0			0			0			(44,870	)		(44,870	)
Issuance of restricted stock units			—			—			1,546			—			—			1,546			—			1,546				0			0			1,546			0			0			1,546			0			1,546
Repurchases of common stock			(11,005	)		(110	)		(281,723	)		—			—			(281,833	)		—			(281,833	)			(23,604	)		(236	)		(638,579	)		0			0			(638,815	)		0			(638,815	)
Adjustment of redeemable non-controlling interest to redemption value			—			—			(2,833	)		—			—			(2,833	)		—			(2,833	)
Adjustment of redeemable noncontrolling interest to redemption value																												0			0			(5,907	)		0			0			(5,907	)		0			(5,907	)
Empire City acquisition			9,371			94			265,671			—			—			265,765			—			265,765				9,371			94			265,671			0			0			265,765			0			265,765
Empire City MGP transaction			—			—			(18,913	)		—			195			(18,718	)		23,745			5,027				0			0			(18,913	)		0			195			(18,718	)		23,745			5,027
MGP Class A share issuances			—			—			67,101			—			(669	)		66,432			524,610			591,042				0			0			79,500			0			(469	)		79,031			594,748			673,779
Park MGM transaction			—			—			(1,984	)		—			16			(1,968	)		2,496			528				0			0			(1,984	)		0			16			(1,968	)		2,496			528
Northfield OpCo transaction			—			—			21,681			—			(2	)		21,679			(27,439	)		(5,760	)			0			0			21,681			0			(2	)		21,679			(27,439	)		(5,760	)
Other			—			—			(2,568	)		—			95			(2,473	)		407			(2,066	)			0			0			(2,162	)		0			164			(1,998	)		(526	)		(2,524	)
Balances, June 30, 2019			526,333		$	5,263		$	4,181,585		$	2,359,966		$	(26,330	)	$	6,520,484		$	4,434,237		$	10,954,721
Balances, September 30, 2019																												513,914		$	5,139		$	3,846,369		$	2,255,885		$	(46,841	)	$	6,060,552		$	4,460,066		$	10,520,618

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

As of ~~June~~September 30, 2020, the Company owns and operates the following integrated casino, hotel and entertainment resorts in Las Vegas, Nevada: Bellagio, MGM Grand Las Vegas, The Mirage, Mandalay Bay, Luxor, New York-New York, Park MGM and Excalibur. Operations at MGM Grand Las Vegas include management of The Signature at MGM Grand Las Vegas. The Company owns, along with local investors, and operates MGM Grand Detroit in Detroit, Michigan, MGM National Harbor in Prince George’s County, Maryland, and MGM Springfield in Springfield, Massachusetts. The Company also owns and operates Borgata located on Renaissance Pointe in the Marina area of Atlantic City, New Jersey, Empire City in Yonkers, New York, MGM Northfield Park in Northfield Park, Ohio, and the following resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike in Tunica. Additionally, the Company owns and operates The Park, a dining and entertainment district located between New York-New York and Park MGM, Shadow Creek, an exclusive world-class golf course located approximately ten miles north of its Las Vegas Strip Resorts, Primm Valley Golf Club at the California/Nevada state line and Fallen Oak golf course in Saucier, Mississippi.

MGM Growth Properties LLC (“MGP”), a consolidated subsidiary of the Company, is organized as an umbrella partnership REIT (commonly referred to as an UPREIT) structure in which substantially all of its assets are owned by and substantially all of its businesses are conducted through MGM Growth Properties Operating Partnership LP (the “Operating Partnership”). MGP has two classes of authorized and outstanding voting common shares (collectively, the “shares”): Class A shares and a single Class B share. The Company owns MGP’s Class B share, which does not provide its holder any rights to profits or losses or any rights to receive distributions from operations of MGP or upon liquidation or winding up of MGP. MGP’s Class A shareholders are entitled to one vote per share, while the Company, as the owner of the Class B share, is entitled to an amount of votes representing a majority of the total voting power of MGP’s shares so long as the Company and its controlled affiliates’ (excluding MGP) aggregate beneficial ownership of the combined economic interests in MGP and the Operating Partnership does not fall below 30%. The Company and MGP each hold Operating Partnership units representing limited partner interests in the Operating Partnership. The general partner of the Operating Partnership is a wholly-owned subsidiary of MGP. The Operating Partnership units held by the Company are exchangeable into Class A shares of MGP on a one-to-one basis, or cash at the fair value of a Class A share, except as otherwise agreed to in connection with the waiver agreement discussed below. As of ~~June~~September 30, 2020, the Company owned 56.7% of the Operating Partnership units, and MGP held the remaining 43.3% ownership interest in the Operating Partnership.

Pursuant to a master lease agreement between a subsidiary of the Company and a subsidiary of the Operating Partnership, the Company leases the real estate assets of The Mirage, Luxor, New York-New York, Park MGM, Excalibur, The Park, Gold Strike Tunica, MGM Grand Detroit, Beau Rivage, Borgata, Empire City, MGM National Harbor, and MGM Northfield Park. Pursuant to a lease agreement between a subsidiary of the Company and a venture that is 5% owned by such subsidiary and 95% owned by a subsidiary of Blackstone Real Estate Income Trust, Inc. (“BREIT”), the Company leases the real estate assets of Bellagio from such venture (the “Bellagio BREIT Venture”). Additionally, pursuant to a lease agreement between a subsidiary of the Company and a venture that is 50.1% owned by the Operating Partnership and 49.9% by a subsidiary of BREIT, the Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from such venture (the “MGP BREIT Venture”). Refer to Note 6 for further discussion of the leases.

On February 14, 2020, the Company completed a series of transactions (collectively the “MGP BREIT Venture Transaction”) pursuant to which the real estate assets of MGM Grand Las Vegas and Mandalay Bay (including Mandalay Place) were contributed to the newly formed MGP BREIT Venture. In exchange for the contribution of the real estate assets, the Company received total consideration of $4.6 billion, which was comprised of $2.5 billion of cash, $1.3 billion of the Operating Partnership’s secured indebtedness assumed by MGP BREIT Venture, and the Operating Partnership’s 50.1% equity interest in the MGP BREIT Venture. In addition, the Operating Partnership issued approximately 3 million Operating Partnership units to the Company representing 5% of the equity value of MGP BREIT Venture. The Company recorded the difference between consideration received of $2.5 billion and the carrying value of the MGM Grand Las Vegas real estate assets of $733 million and selling costs of $27 million as a net gain on sale of assets of $1.7 billion, which is reflected within Gain on REIT transactions, net in the consolidated statements of operations. The Company also recorded the difference between consideration received of $2.1 billion and the carrying value of the Mandalay Bay real estate assets of $2.3 billion and selling costs of $10 million as a net loss on sale of assets of $252 million, which is reflected within Gain on REIT transactions, net in the consolidated statements of operations. In connection with the transactions, the Company provided a shortfall guaranty of the principal amount of indebtedness of the MGP BREIT Venture (and any interest accrued and unpaid thereon) as further discussed in Note 7. On the closing date, BREIT also purchased approximately 5 million MGP Class A shares for $150 million.

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

Also, on January 14, 2020, the Company, the Operating Partnership, and MGP entered into an agreement for the Operating Partnership to waive its right following the closing of the MGP BREIT Venture Transaction to issue MGP Class A shares, in lieu of cash, to the Company in connection with the Company exercising its right to require the Operating Partnership to redeem Operating Partnership units that the Company holds, at a price per unit equal to a 3% discount to the ten day average closing price prior to the date of the notice of redemption. The waiver was effective upon closing of the transaction on February 14, 2020 and terminates on the earlier of February 14, 2022 or the Company receiving cash proceeds of $1.4 billion as consideration for the redemption of the Company’s Operating Partnership units. On May 18, 2020 the Operating Partnership redeemed approximately 30 million of the Operating Partnership units held by the Company for $700 million pursuant to the waiver agreement.

The Company has an approximate 56% controlling interest in MGM China Holdings Limited (together with its subsidiaries, “MGM China”), which owns MGM Grand Paradise, S.A. (“MGM Grand Paradise”). MGM Grand Paradise owns and operates the MGM Macau and MGM Cotai, 2 integrated casino, hotel and entertainment resorts in Macau, as well as the related gaming subconcession and land concessions.

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

The Company has 3 reportable segments: Las Vegas Strip Resorts, Regional Operations and MGM China. See Note 10 for additional information about the Company’s segments.

Financial Impact of COVID-19. The ~~novel~~spread of coronavirus disease 2019 (“COVID-19”) and developments surrounding the global pandemic ~~has caused, and is continuing to cause, significant economic disruption both globally and in the United States, and has,~~have had, and we expect will continue to have, a significant impact on the Company’s business, financial condition and results of operations. ~~As of~~In March ~~17,~~ 2020, all of the Company’s domestic properties ~~were~~ temporarily closed ~~to the public~~ pursuant to state and local government requirements as a result of COVID-19. Throughout the ~~unprecedented~~second and third quarter of 2020, all of the Company’s properties re-opened to the public ~~health crisis from the COVID-19 pandemic. Throughout May, June, and July 2020, the Company re-opened most of its properties with limited~~but are operating without certain amenities and subject to certain occupancy limitations. Accordingly, although the ~~Company expects to open additional venues and other~~Company’s properties ~~as demand builds and if conditions permit.~~have re-opened, they are generating revenues that are significantly lower than historical results. In addition, ~~while certain properties have been able to re-open, such~~the Company’s properties may be subject to temporary, complete, or partial shutdowns in the future due to ~~COVID-19.~~COVID-19 related concerns. The Company has also implemented certain measures to mitigate the spread of COVID-19, including limits on the number of gaming tables allowed to operate and on the number of seats at each table game, as well as slot machine spacing, temperature checks, mask protection, limitations on restaurant capacity, entertainment events and conventions, as well as other measures to enforce social ~~distancing, including property capacity~~distancing. The Company’s properties in Macau resumed operations on February 20, 2020 after a 15-day closure period and, ~~venue/amenity restrictions. In~~effective July 15, 2020, travelers from Macau ~~pursuant~~ to Guangdong province are exempted from a ~~request~~14-day medical observation if they test negative for COVID-19 within seven days prior to the departure and obtain appropriate health declarations from the ~~government of Macau, MGM China suspended all operations at MGM~~Macau and MGM Cotai for a 15-day period that commenced on February 5, 2020, other than operations that were necessary to provide sufficient non-gaming facilities to serve any remaining hotel guests in that period. WhileGuangdong government health agencies; however, the properties ~~have since re-opened,~~are still subject to social distancing measures, including limitations on the number of tables allowed to operate, the number of seats available at each table and slot machine spacing, and effective July 15, 2020 guests entering casinos are required to provide negative COVID-19 test results and the appropriate health declaration from the Macau government health agency. ~~Although China has relaxed domestic~~The individual visit scheme that permits mainland Chinese residents to travel ~~restrictions in recent weeks,~~from Guangdong to Macau resumed on August 26, 2020 and approval for travel from other provinces resumed on September 23, 2020. However, several travel and entry restrictions in Macau, Hong Kong and ~~certain cities and regions in~~ mainland China remain in place (~~including the temporary suspension of the visa scheme that permits mainland Chinese residents to travel to Macau,~~(including the temporary suspension of ferry services from Hong Kong to Macau and bans on entry or ~~enhanced~~ quarantine ~~requirements)~~requirements for visitors that have been to certain countries as well as Hong Kong or Taiwan in the 14 days prior to arriving in Macau), which may significantly ~~impacting~~impact visitation to the Company’s Macau properties.

While the Company has engaged in aggressive cost reduction efforts to minimize cash outflows while the Company’s properties were closed, and has continued to engage in ~~connection with~~such efforts as the ~~closures,~~properties have re-opened, the Company still has significant fixed and variable expenses, which will adversely affect its profitability. In addition, the Company has seen, and expects to continue to see, weakened demand at its properties as a result of continued domestic and international travel restrictions or warnings, restrictions on amenity use, such as gaming, restaurant and pool capacity limitations, consumer fears and reduced consumer discretionary spending, ~~and~~ general economic ~~uncertainty.~~uncertainty, and increased rates of unemployment. In light of the foregoing, the Company is unable to determine when its properties will return to pre-pandemic demand and pricing, or if the Company’s properties will remain re-opened, but ~~it expects that~~ the impact of COVID-19 will have a material impact on its consolidated results of operations during 2020 and potentially thereafter.

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

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

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

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

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

Management has determined that MGP is a VIE because the Class A equity investors as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance. The Company has determined that it is the primary beneficiary of MGP and consolidates MGP because (i) its ownership of MGP’s single Class B share entitles it to a majority of the total voting power of MGP’s shares, and (ii) the exchangeable nature of the Operating Partnership units owned provide the Company the right to receive benefits from MGP that could potentially be significant to MGP. The Company has recorded MGP’s ownership interest in the Operating Partnership as noncontrolling interest in the Company’s consolidated financial statements. As of ~~June~~September 30, 2020, on a consolidated basis MGP had total assets of ~~$10.8~~$10.7 billion, primarily related to its real estate investments, and total liabilities of ~~$4.5~~$4.4 billion, primarily related to its indebtedness.

Management has determined that Bellagio BREIT Venture is a VIE because the equity holders as a group lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance. The Company has determined that it is not the primary beneficiary of Bellagio BREIT Venture and, accordingly, does not consolidate the venture, because the Company does not have power to direct the activities that could potentially be significant to the venture; BREIT, as the managing member, has such power. The Company has recorded its 5% ownership interest in Bellagio BREIT Venture as an investment in unconsolidated affiliates in the Company’s consolidated financial statements, for which such amount was $60 million as of ~~June~~September 30, 2020. The Company’s maximum exposure to loss as a result of its involvement with Bellagio BREIT Venture is equal to the carrying value of its investment, assuming no future capital funding requirements, plus the exposure to loss resulting from the Company’s guarantee of the debt of Bellagio BREIT Venture, as further discussed in Note 7.

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

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

For casino wager transactions that include incentives earned by customers under the Company’s loyalty programs, the Company allocates a portion of net win based upon the standalone selling price of such incentive (less estimated breakage). This allocation is deferred and recognized as revenue when the customer redeems the incentive. When redeemed, revenue is recognized in the department that provides the goods or service. Redemption of loyalty incentives at third party outlets are deducted from the loyalty liability and amounts owed are paid to the third party, with any discount received recorded as other revenue. During the three and ~~six~~nine months ended ~~June~~September 30, 2020, commissions and incentives provided to gaming customers were ~~$71~~$276 million and ~~$526~~$801 million, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2019, commissions and incentives provided to gaming customers were ~~$601~~$687 million and ~~$1.2~~$1.9 billion, respectively. After allocating revenue to other goods and services provided as part of casino wager transactions, the Company records the residual amount to casino revenue.

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

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

	Outstanding Chip Liability					Loyalty Program				Customer Advances and Other						Outstanding Chip Liability				Loyalty Program				Customer Advances and Other
	2020		2019			2020		2019		2020			2019			2020		2019		2020		2019		2020			2019
	(in thousands)															(in thousands)
Balance at January 1	$	314,570	$	323,811		$	126,966	$	113,293	$	481,095		$	667,285		$	314,570	$	323,811	$	126,966	$	113,293	$	481,095		$	667,285
Balance at June 30		338,390		322,259			131,641		120,978		306,752			588,559
Balance at September 30																	350,848		328,061		138,785		125,518		359,877			444,573
Increase / (decrease)	$	23,820	$	(1,552	)	$	4,675	$	7,685	$	(174,343	)	$	(78,726	)	$	36,278	$	4,250	$	11,819	$	12,225	$	(121,218	)	$	(222,712	)

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

Leases. Refer to Note 6 for discussion of leases under which the Company is a lessee. The Company is a lessor under certain ~~of its~~other lease arrangements. Lease revenues earned by the Company from third parties are classified within the line item corresponding to the type or nature of the tenant’s good or service. During the three and ~~six~~nine months ended ~~June~~September 30, 2020, lease revenues from third-party tenants include $5$7 million and ~~$15~~$21 million recorded within food and beverage revenue, respectively, and $14 million and ~~$33~~$47 million recorded within entertainment, retail, and other revenue for the same such periods, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2019, lease revenues from third-party tenants include ~~$13~~$14 million and ~~$25~~$39 million recorded within food and beverage revenue, respectively, and $22 million and ~~$44~~$67 million recorded within entertainment, retail, and other revenue for the same such periods, respectively. Lease revenues from the rental of hotel rooms are recorded as rooms revenues within the consolidated statements of operations.

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

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” (“ASU 2019-12”), which simplifies the accounting for income taxes and includes removal of certain exceptions to the general principles of ASC 740, Income Taxes, and simplification in several other areas such as accounting for a franchise tax (or similar tax) that is partially based on income. The Company will adopt ASU 2019-12 ~~is effective for the Company beginning~~ on January 1, ~~2021. Early adoption is permitted. The~~2021 and, although the Company is currently ~~assessing~~evaluating the impact of the adoption of ASU 2019-12, ~~will~~the Company does not expect it to have a material impact on ~~its~~the consolidated financial ~~statements and footnote disclosures.~~statements.

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

	June 30,		December 31,		September 30,		December 31,
	2020		2019		2020		2019
	(In thousands)				(In thousands)
CityCenter Holdings, LLC – CityCenter (50%)	$	468,815	$	568,879	$	454,767	$	568,879
MGP BREIT Venture (50.1% owned by the Operating Partnership)		805,583		—		807,936		0
Other		194,097		253,487		211,252		253,487
	$	1,468,495	$	822,366	$	1,473,955	$	822,366

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

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2020			2019			2020			2019			2020			2019			2020			2019
	(In thousands)												(In thousands)
Income (loss) from unconsolidated affiliates	$	(8,353	)	$	27,004		$	27,395		$	65,753
Income from unconsolidated affiliates													$	20,635		$	36,214		$	48,030		$	101,967
Non-operating items from unconsolidated affiliates		(23,761	)		(21,477	)		(56,382	)		(39,642	)		(23,604	)		(14,669	)		(79,986	)		(54,311	)
	$	(32,114	)	$	5,527		$	(28,987	)	$	26,111		$	(2,969	)	$	21,545		$	(31,956	)	$	47,656

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

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2020			2019			2020			2019			2020			2019			2020			2019
	(In thousands)												(In thousands)
CityCenter	$	(39,113	)	$	31,506		$	(18,447	)	$	66,355		$	(6,041	)	$	39,317		$	(24,489	)	$	105,672
MGP BREIT Venture		38,861			—			58,811			—			38,976			0			97,787			0
Other		(8,101	)		(4,502	)		(12,969	)		(602	)		(12,300	)		(3,103	)		(25,268	)		(3,705	)
	$	(8,353	)	$	27,004		$	27,395		$	65,753		$	20,635		$	36,214		$	48,030		$	101,967

MGP BREIT Venture distributions. For the three and nine months ended September 30, 2020, the Operating Partnership received $23 million and $58 million in distributions from MGP BREIT Venture, respectively.

Other. During the nine months ended September 30, 2020, the Company recognized other-than-temporary impairment charges of $64 million within “Property transactions, net” in the consolidated statements of operations related to an investment in an unconsolidated affiliate classified within “Other” in the “Investments in and advances to unconsolidated affiliates” table above.

CityCenter distributions. In April 2020, CityCenter paid a $101 million distribution, of which the Company received its 50% share, or approximately $51 million. In April 2019, CityCenter paid a $116 million distribution, of which the Company received its 50% share, or approximately $58 million. In March 2019, CityCenter paid a $64 million distribution, of which the Company received its 50% share, or approximately $32 million.

~~MGP BREIT Venture distributions.~~ ~~For the three and six months ended June 30, 2020, the Operating Partnership received $23 million and $35 million in distributions from MGP BREIT Venture, respectively.~~

~~Other.~~ During the three and six months ended June 30, 2020, the Company recognized other-than-temporary impairment charges of $26 million and $64 million, respectively, within “Property transactions, net” in the consolidated statements of operations related to an investment in an unconsolidated affiliate classified within “Other” in the “Investments in and advances to unconsolidated affiliates” table above.

	June 30,			December 31,			September 30,			December 31,
	2020			2019			2020			2019
	(In thousands)						(In thousands)
Senior credit facility	$	550,000		$	—		$	550,000		$	0
Operating Partnership senior credit facility		200,000			1,703,750			100,000			1,703,750
MGM China credit facility		483,839			667,404			654,185			667,404
7.75% senior notes, due 2022		1,000,000			1,000,000			1,000,000			1,000,000
6% senior notes, due 2023		1,250,000			1,250,000			1,250,000			1,250,000
5.625% Operating Partnership senior notes, due 2024		1,050,000			1,050,000			1,050,000			1,050,000
5.375% MGM China senior notes, due 2024		750,000			750,000			750,000			750,000
6.75% senior notes, due 2025		750,000			—			750,000			0
5.75% senior notes, due 2025		675,000			1,000,000			675,000			1,000,000
4.625% Operating Partnership senior notes, due 2025		800,000			—			800,000			0
5.25% MGM China senior notes, due 2025		500,000			—			500,000			0
5.875% MGM China senior notes, due 2026		750,000			750,000			750,000			750,000
4.5% Operating Partnership senior notes, due 2026		500,000			500,000			500,000			500,000
4.625% senior notes, due 2026		400,000			500,000			400,000			500,000
5.75% Operating Partnership senior notes, due 2027		750,000			750,000			750,000			750,000
5.5% senior notes, due 2027		675,000			1,000,000			675,000			1,000,000
4.5% Operating Partnership senior notes, due 2028		350,000			350,000			350,000			350,000
7% debentures, due 2036		552			552			552			552
		11,434,391			11,271,706			11,504,737			11,271,706
Less: Premiums, discounts, and unamortized debt issuance costs, net		(94,830	)		(102,802	)		(90,007	)		(102,802	)
	$	11,339,561		$	11,168,904		$	11,414,730		$	11,168,904

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

Senior credit facility. At ~~June~~September 30, 2020, the Company’s senior credit facility consisted of a $1.5 billion revolving facility. At ~~June~~September 30, 2020, $550 million was drawn on the revolving credit facility and the interest rate on the revolving credit facility was 2.75%.

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

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

The Company’s senior credit facility contains customary representations and warranties, events of default and positive and negative covenants. The Company was in compliance with its applicable covenants at ~~June~~September 30, 2020.

Operating Partnership senior credit facility and bridge facility. At ~~June~~September 30, 2020, the Operating Partnership senior credit facility consisted of a $1.35 billion revolving credit facility. At ~~June~~September 30, 2020, ~~$200~~$100 million was drawn on the revolving credit facility and the interest rate on the revolving credit facility was ~~2.35%~~1.85%.

In February 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership amended its senior secured credit facility to, among other things, allow for the transaction to occur, permit the incurrence by the Operating Partnership of a nonrecourse guarantee relating to the debt of the MGP BREIT Venture (refer to Note 7 for description of such guarantee), and permit the incurrence of the bridge loan facility. As a result of the transaction and the amendment, the Operating Partnership repaid its $1.3 billion outstanding term loan B facility in full with the proceeds of a bridge facility, which was then assumed by the MGP BREIT Venture as partial consideration for the Operating Partnership’s contribution. Additionally, the Operating Partnership used the proceeds from the settlement of the forward equity issuances to pay off the outstanding balance of $399 million on its term loan A facility in full. As a result, the Operating Partnership incurred an $18 million loss on early retirement of debt recorded in “Other, net” in the consolidated statements of operations. The Operating Partnership was in compliance with its credit facility covenants at ~~June~~September 30, 2020.

The Operating Partnership is party to interest rate swaps to mitigate the effects of interest rate volatility inherent in its variable rate debt as well as forecasted debt issuances. As of ~~June~~September 30, 2020, the Operating Partnership has currently effective interest rate swap agreements on which it pays a weighted average fixed rate of 1.821% on total notional amount of $1.9 billion. The Operating Partnership has an additional $900 million total notional amount of forward starting interest rate swaps that are not currently effective. The fair value of interest rate swaps designated as cash flow hedges was $111 million, with $10 million recorded as a current liability and $101 million recorded as a long-term liability as of ~~June~~September 30, 2020, and $7 million recorded as an asset and $28 million recorded as a long-term liability as of December 31, 2019. The fair value of interest rate swaps not designated as cash flow hedges was $2924 million, with $20 million recorded as a current liability and $9$4 million recorded as a long-term liability as of ~~June~~September 30, 2020, and $3 million recorded as a long-term liability as of December 31, 2019, respectively. Interest rate swaps in an asset position are recorded within “Other long-term assets”, those in a current liability position are recorded within “Other accrued expenses”, and those in a long-term liability position are recorded within “Other long-term liabilities.”

MGM China credit facility. At ~~June~~September 30, 2020, the MGM China credit facility consisted of a $1.25 billion unsecured revolving credit facility. At ~~June~~September 30, 2020, ~~$484~~$654 million was drawn on the MGM China credit facility and the weighted average interest rate was ~~3.26%~~3.20%.

The MGM China credit facility contains customary representations and warranties, events of default, and positive, negative and financial covenants, including that MGM China maintains compliance with a maximum leverage ratio and a minimum interest coverage ratio. Due to the impact of COVID-19, in April 2020, MGM China entered into an amendment of its credit agreement which provided for a waiver of its maximum leverage ratio extending through the second quarter of 2021, and a waiver of its minimum interest coverage ratio from the second quarter of 2020 through the second quarter of 2021. In October 2020, MGM China further amended its credit agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2021. MGM China was in compliance with its applicable MGM China credit facility covenants at ~~June~~September 30, 2020.

MGM China second credit facility. In May 2020, MGM China entered into a second credit facility, which consisted of a $300 million unsecured revolving credit facility with an option to increase the amount of the facility up to $500 million, subject to certain conditions. In June 2020, MGM China increased the amount of the second revolving credit facility by $100 million to $400 ~~million as of June 30, 2020.~~million. The MGM China second credit facility bears interest at a fluctuating rate per annum based on HIBOR plus 1.625% to 2.75%, as determined by MGM China’s leverage ratio. Draws will be subject to satisfaction of certain conditions precedent, including evidence that the MGM China credit facility has been fully drawn. At ~~June~~September 30, 2020, 0 amounts were drawn on the MGM China second credit facility.

The MGM China second 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 beginning in the third quarter of 2021. Due to the impact of COVID-19, MGM China entered into an amendment of its second credit facility in October 2020 which provided for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2021. MGM China was in compliance with its applicable MGM China second credit facility covenants at ~~June~~September 30, 2020.

Senior Notes. In October 2020, the Company issued $750 million in aggregate principal amount of 4.75% senior notes due 2028.

In May 2020, the Company issued $750 million in aggregate principal amount of 6.75% senior notes due 2025.

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

Operating Partnership senior notes. In June 2020, the Operating Partnership issued $800 million in aggregate principal amount of 4.625% senior notes due 2025.

MGM China senior notes. In June 2020, MGM China issued $500 million in aggregate principal amount of 5.25% senior notes due 2025.

Fair value of long-term debt. The estimated fair value of the Company’s long-term debt was ~~$11.4~~$11.9 billion and $12.1 billion at ~~June~~September 30, 2020 and December 31, 2019, respectively. Fair value was estimated using quoted market prices for the Company’s senior notes and credit facilities.

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 ~~22.4%~~a benefit of 11.3% and ~~2.9%~~8.9% for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively, compared to ~~13.3%~~a benefit of 620.8% and ~~36.9%~~a provision of 33.9% for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively.

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

Due to the impact of COVID-19 on its business operations, the Company increased its valuation allowance for its foreign tax credits (“FTCs”) by ~~$13~~$1 million and ~~$27~~$28 million in the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively, and increased its valuation allowance for Macau deferred tax assets by $25 million in the ~~six~~nine months ended ~~June~~September 30, 2020, with corresponding increases to provision for income taxes in each period. In addition, during the ~~six~~nine months ended ~~June~~September 30, 2020, the Company recorded an income tax benefit of $6 million resulting from recently issued guidance related to deductions for employee dining facilities and income tax expense of $349 million related to the MGP BREIT Venture Transaction that closed on February 14, 2020.

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

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

MGM Grand Paradise’s exemption from the 12% complementary tax on gaming profits does not apply to dividend distributions of such profits to MGM China. 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 covers the distributions of gaming profits earned for the period of January 1, 2017 through March 31, 2020. MGM Grand Paradise has applied for an extension of the annual fee arrangement to cover distributions of gaming profits to be earned through June 26, 2022. Until the extension is granted, the 12% complementary tax will accrue on distributions of gaming profits earned after March 31, 2020; however, 0 amounts are accrued for the ~~quarter~~three and nine months ended ~~June~~September 30, 2020 since MGM Grand Paradise is generating losses due to the impact of COVID-19.

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

Bellagio real estate assets. The lease provides for an initial annual rent for the lease year beginning November 15, 2019 and ending November 30, 2020 of $245 million with a fixed 2% escalator for the first ten years and, thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3% during the 11th through 20th years and 4% thereafter. The lease requires the Company to spend a specified percentage of net revenues at the property on capital expenditures and for the Company to comply with certain financial covenants, which, if not met, would require the Company to maintain cash security or a letter of credit in favor of the landlord in an amount equal to rent for the succeeding two-year period. The Company was in compliance with its applicable covenants as of ~~June~~September 30, 2020.

Mandalay Bay and MGM Grand Las Vegas real estate assets. Pursuant to a lease agreement between a subsidiary of the Company and MGP BREIT Venture, the Company leases the real estate assets of Mandalay Bay and MGM Grand Las Vegas from the MGP BREIT Venture. The Mandalay Bay and MGM Grand Las Vegas lease has an initial term of 30 years with 2 subsequent ten-year renewal periods, exercisable at the Company’s option. The lease provides for an initial annual rent for the lease year beginning February 14, 2020 and ending February 28, 2021 of $292 million with a fixed 2% escalator for the first fifteen years and, thereafter, an escalator equal to the greater of 2% and the CPI increase during the prior year, subject to a cap of 3%. The Company does not consider the renewal options reasonably certain of being exercised and, accordingly, has determined the lease term to be 30 years. In consideration of such, the Company determined the expected lease term of 30 years to be less than 75% of the economic useful life of the real estate assets of Mandalay Bay and MGM Grand Las Vegas. Further, the MGP BREIT Venture provided its implicit rate to the Company, with which the Company determined that the present value of the future lease payments is less than 90% of the fair market value of the Mandalay Bay and MGM Grand Las Vegas real estate assets. Accordingly, in consideration of these lease classification tests, as well as the fact that the lease does not transfer ownership of the assets back to the Company at the end of the lease term or grant the Company a purchase option and the real estate assets have alternative uses at the end of the lease term, the Company classified the Mandalay Bay and MGM Grand Las Vegas lease as an operating lease.

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

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

	Three Months Ended					Six Months Ended					Three Months Ended					Nine Months Ended
	June 30,					June 30,					September 30,					September 30,
		2020			2019		2020			2019		2020			2019		2020			2019
	(In thousands)										(In thousands)
Operating lease cost, primarily classified within "General and administrative"⁽¹⁾	$	200,105		$	25,909	$	352,641		$	50,257	$	199,166		$	25,520	$	551,807		$	75,777

Finance lease costs
Interest expense(2)	$	(12,854	)	$	204	$	(13,806	)	$	412	$	(5,990	)	$	208	$	(19,796	)	$	621
Amortization expense		17,238			2,379		34,644			4,970		17,851			2,277		52,495			7,247
Total finance lease costs	$	4,384		$	2,583	$	20,838		$	5,382	$	11,861		$	2,485	$	32,699		$	7,868

	Six Months Ended				Nine Months Ended
	June 30,				September 30,
		2020		2019		2020		2019
Cash paid for amounts included in the measurement of lease liabilities	(In thousands)				(In thousands)
Operating cash outflows from operating leases	$	273,162	$	33,921	$	421,932	$	66,562
Operating cash outflows from finance leases		865		412		1,741		621
Financing cash outflows from finance leases		9,459		3,208		19,514		5,533

ROU assets obtained in exchange for new lease liabilities
Operating leases	$	4,121,810	$	40,929	$	4,120,312	$	45,387
Finance leases		167,089		4,180		175,446		4,215

	Operating Leases			Finance Leases			Operating Leases			Finance Leases
Year ending December 31, 2020	(In thousands)						(In thousands)
2020 (excluding the six months ended June 30, 2020)	$	301,958		$	46,850
2020 (excluding the nine months ended September 30, 2020)							$	152,226		$	28,720
2021		613,280			71,240			610,886			73,951
2022		616,970			69,375			615,855			72,240
2023		625,303			61,060			625,365			63,718
2024		634,548			—			635,755			1,034
Thereafter		20,447,088			—			20,445,881			517
Total future minimum lease payments		23,239,147			248,525			23,085,968			240,180
Less: Amount of lease payments representing interest		(14,825,758	)		(10,301	)		(14,669,976	)		(9,621	)
Present value of future minimum lease payments		8,413,389			238,224			8,415,992			230,559
Less: Current portion		(36,619	)		(77,312	)		(35,651	)		(79,087	)
Long-term portion of lease liabilities	$	8,376,770		$	160,912		$	8,380,341		$	151,472

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

In connection with the mediation of these matters, the Company and law firms representing plaintiffs in the majority of pending matters and purporting to represent substantially all claimants known to the Company (collectively, the “Claimants”) have entered into a settlement agreement (the “Settlement Agreement”) whereby, subject to the satisfaction of certain monetary and non-monetary conditions, the Company’s insurance carriers will deposit funds into a settlement fund covering participating claimants. Claimants had to elect whether to participate in the ~~plaintiffs~~settlement. Substantially all claimants did elect to participate in the settlement, and ~~certain other cases~~ that ~~emerged or were filed prior~~election is final. The Nevada court issued an order of good faith settlement determination with respect to ~~October 1, 2019. Pursuant to the terms of~~ the Settlement Agreement on September 30, 2020. The deadline for appeals to that decision was October 30, 2020. No such appeals have been filed. That determination was the ~~total amount placed~~last step, prior to funding, in the fund could range between $735 million and $800 million, subject to and depending on obtaining a minimum level of participation with escalators based on greater participation increasing the amount payable up to $800 million in the event of 100% participation by certain categories of claimants, as defined in the Settlement Agreement. ~~Plaintiffs’ counsel have represented to the Company that they believe they have obtained 100% participation of the categories defined in the Settlement Agreement, such that the~~ settlement ~~amount is expected to be $800 million. The settlement amount is currently being reviewed by claims administrators.~~ The Company has $751 million of insurance coverage available to fund the settlement. Following the mediation a few additional lawsuits were filed against the Company and/or certain of its subsidiaries. While it is possible that these lawsuits may be resolved as part of the Settlement Agreement, no assurances can be made that they will be. Although the Company continues to believe it is not legally responsible for the perpetrator’s criminal acts, in the interest of avoiding protracted litigation and the related impact on the community, the Company believed it was in the best interests of all parties involved to negotiate and enter into the Settlement Agreement.process. As a result, ~~of the foregoing,~~ the Company ~~believes that it is probable~~and its insurance carriers expect to deposit $800 million by November 13, 2020 into a ~~loss~~settlement fund covering the participating claimants, which the Company has accrued, and of which $751 million will be ~~incurred and,~~funded by the Company’s insurers, recorded as ~~of June 30, 2020, the Company accrued a liability of $800 million. In addition, the Company recorded~~ an insurance receivable, ~~of $751 million.~~ ~~The difference of~~and $49 million ~~between~~will be funded by the ~~liability and insurance receivable was recorded as an expense~~Company, reflected within “Corporate expense” on the accompanying consolidated statements of operations for the ~~three and six~~nine months ended ~~June~~September 30, 2020.

While the Company intends for substantially all claimants to be covered by the Settlement Agreement, it remains possible that certain lawsuits may not be resolved by the ~~settlement~~.

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

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

Other guarantees. The Company and its subsidiaries are party to various guarantee contracts in the normal course of business, which are generally supported by letters of credit issued by financial institutions. The Company’s senior credit facility limits the amount of letters of credit that can be issued to $850 million. At ~~June~~September 30, 2020, ~~$10~~$28 million in letters of credit were outstanding under the Company’s senior credit facility. The Operating Partnership’s senior credit facility limits the amount of letters of credit that can be issued to $75 million. NaN letters of credit were outstanding under the Operating Partnership’s senior credit facility at ~~June~~September 30, 2020. The amount of available borrowings under each of the credit facilities is reduced by any outstanding letters of credit.

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

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

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

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

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

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2020			2019			2020			2019			2020			2019			2020			2019
	(In thousands)												(In thousands)
Numerator:
Net income (loss) attributable to MGM Resorts International	$	(857,257	)	$	43,405		$	(50,388	)	$	74,702		$	(534,731	)	$	(37,133	)	$	(585,119	)	$	37,569
Adjustment related to redeemable noncontrolling interests		32,182			992			40,251			(2,832	)		1,777			(3,074	)		42,028			(5,906	)
Net income (loss) available to common stockholders - basic		(825,075	)		44,397			(10,137	)		71,870			(532,954	)		(40,207	)		(543,091	)		31,663
Potentially dilutive effect due to MGP and MGM China stock compensation plans		(20	)		(35	)		—			(86	)		(25	)		(30	)		(21	)		(111	)
Net income (loss) attributable to common stockholders - diluted	$	(825,095	)	$	44,362		$	(10,137	)	$	71,784		$	(532,979	)	$	(40,237	)	$	(543,112	)	$	31,552
Denominator:
Weighted-average common shares outstanding - basic		493,456			532,365			494,434			533,286			493,517			518,983			494,126			528,429
Potential dilution from share-based awards		—			3,052			—			3,170			0			0			0			3,444
Weighted-average common and common equivalent shares - diluted		493,456			535,417			494,434			536,456			493,517			518,983			494,126			531,873
Antidilutive share-based awards excluded from the calculation of diluted earnings per share		5,370			2,411			4,623			2,170			6,183			1,108			5,143			1,816

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

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

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

Northfield OpCo transaction. In April 2019, the Company acquired the membership interests of Northfield Park Associates, LLC (“Northfield OpCo”) from MGP for consideration of approximately 9 million Operating Partnership units that were ultimately redeemed by the Operating Partnership and MGP retained the real estate assets. The Company ~~has~~ adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the transaction, the Company indirectly owned 68.8% of the partnership units in the Operating Partnership.

MGP Class A share issuances – At-the-Market (“ATM”) program. During the ~~quarter~~three and nine months ended ~~June~~September 30, 2019, MGP issued approximately 23 and 5 million Class A shares under its ATM ~~program.~~program, respectively. In connection with the issuances, the Operating Partnership issued 23 and 5 million Operating Partnership units to ~~MGP.~~MGP during the three and nine months ended September 30, 2019, respectively. The Company ~~has~~ adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuances, the Company indirectly owned ~~68.3%~~67.7% of the partnership units in the Operating Partnership.

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

MGP Class A share issuance – BREIT. On February 14, 2020, in connection with MGP’s registered sale of approximately 5 million Class A shares to BREIT, the Operating Partnership issued approximately 5 million Operating Partnership units to MGP. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 60.3% of the partnership units in the Operating Partnership.

MGP Class A share issuance – MGP BREIT Venture Transaction. In February 2020, in connection with the MGP BREIT Venture Transaction, the Operating Partnership issued approximately 3 million Operating Partnership units to the Company as discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests’ ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the issuance, the Company indirectly owned 60.6% of the partnership units in the Operating Partnership.

Redemption of Operating Partnership units. On May 18, 2020, the Operating Partnership redeemed approximately 30 million Operating Partnership units from the Company for $700 million pursuant to the waiver agreement discussed in Note 1. The Company adjusted the carrying value of the noncontrolling interests for the change in noncontrolling interests ownership percentage of the Operating Partnership’s net assets, with offsetting adjustments to capital in excess of par value and accumulated other comprehensive income. Subsequent to the redemption, and as of ~~June~~September 30, 2020, the Company indirectly owned 56.7% of the partnership units in the Operating Partnership.

MGM Resorts International dividends. On ~~July 30,~~October 29, 2020 the Company’s Board of Directors approved a quarterly dividend of $0.0025 per share that will be payable on ~~September~~December 15, 2020 to holders of record on ~~September~~December 10, 2020.

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

There were 0 repurchases made during the three months ended ~~June~~September 30, 2020. During the ~~six~~nine months ended ~~June~~September 30, 2020, the Company repurchased approximately 11 million shares of its common stock at an average price of $32.57 per share for an aggregate amount of $354 million. Repurchased shares were retired. The remaining availability under the $2.0 billion stock repurchase program was approximately $4 million as of ~~June~~September 30, 2020 and the remaining availability under the $3.0 billion stock repurchase program was $3.0 billion as of ~~June~~September 30, 2020.

During the three ~~and six~~ months ended ~~June~~September 30, 2019, the Company repurchased approximately 1113 million shares of its common stock at an average price of ~~$25.61~~$28.33 per share for an aggregate amount of ~~$282~~$357 million. During the nine months ended September 30, 2019, the Company repurchased approximately 24 million shares of its common stock at an average price of $27.06 per share for an aggregate amount of $639 million. Repurchased shares were retired.

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


	Currency Translation			Cash Flow									Currency Translation			Cash Flow
	Adjustments			Hedges			Other			Total			Adjustments			Hedges			Other			Total
	(In thousands)												(In thousands)
Balances, March 31, 2020	$	13,060		$	(56,384	)	$	3,550		$	(39,774	)
Balances, June 30, 2020													$	13,182		$	(60,487	)	$	8,275		$	(39,030	)
Other comprehensive income (loss) before reclassifications		289			(15,062	)		—			(14,773	)		538			(6,852	)		0			(6,314	)
Amounts reclassified from accumulated other comprehensive loss to interest expense		—			7,948			—			7,948			0			6,404			0			6,404
Other comprehensive income (loss), net of tax		289			(7,114	)		—			(6,825	)		538			(448	)		0			90
Other changes in accumulated other comprehensive income (loss):
Redemption of Operating Partnership units		—			—			4,772			4,772
Other		—			—			(47	)		(47	)
Changes in accumulated other comprehensive income (loss):		289			(7,114	)		4,725			(2,100	)		538			(448	)		0			90
Other comprehensive loss (income) attributable to noncontrolling interest		(167	)		3,011			—			2,844
Balances, June 30, 2020	$	13,182		$	(60,487	)	$	8,275		$	(39,030	)
Other comprehensive income attributable to noncontrolling interest														(114	)		(316	)		0			(430	)
Balances, September 30, 2020													$	13,606		$	(61,251	)	$	8,275		$	(39,370	)

Balances, January 1, 2020	$	(2,747	)	$	(10,829	)	$	3,374		$	(10,202	)	$	(2,747	)	$	(10,829	)	$	3,374		$	(10,202	)
Other comprehensive income (loss) before reclassifications		28,625			(99,611	)		—			(70,986	)		29,163			(104,355	)		0			(75,192	)
Amounts reclassified from accumulated other comprehensive loss to interest expense		—			9,411			—			9,411			0			13,707			0			13,707
Other comprehensive income (loss), net of tax		28,625			(90,200	)		—			(61,575	)		29,163			(90,648	)		0			(61,485	)
Other changes in accumulated other comprehensive income (loss):
MGP Class A share issuances		—			—			646			646			0			0			646			646
MGP BREIT Venture Transaction		—			—			(59	)		(59	)		0			0			(59	)		(59	)
Redemption of Operating Partnership units		—			—			4,772			4,772			0			0			4,772			4,772
Other		—			—			(458	)		(458	)		0			0			(458	)		(458	)
Changes in accumulated other comprehensive income (loss):		28,625			(90,200	)		4,901			(56,674	)		29,163			(90,648	)		4,901			(56,584	)
Other comprehensive loss (income) attributable to noncontrolling interest		(12,696	)		40,542			—			27,846			(12,810	)		40,226			0			27,416
Balances, June 30, 2020	$	13,182		$	(60,487	)	$	8,275		$	(39,030	)
Balances, September 30, 2020													$	13,606		$	(61,251	)	$	8,275		$	(39,370	)

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

Las Vegas Strip Resorts. Las Vegas Strip Resorts consists of the following casino resorts: Bellagio, MGM Grand Las Vegas (including The Signature), Mandalay Bay (including Delano and Four Seasons), The Mirage, Luxor, New York-New York (including The Park), Excalibur, Park MGM (including NoMad Las Vegas) and Circus Circus Las Vegas (until the sale of such property in December 2019).

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

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

As a result of the Bellagio transaction in the fourth quarter of 2019, the Company records rent expense associated with the triple-net operating lease with Bellagio BREIT Venture. In order to present profit and loss of each reportable segment on a similar economic basis, the rent expense associated with the triple-net operating leases and ground leases is added back within the financial information reviewed by the chief operating decision maker ~~and~~ as presented below, including recasting of prior year periods.

~~The Company’s management utilizes~~ Adjusted Property EBITDAR is the Company’s reportable segment GAAP measure, which management utilizes as the primary profit measure for its reportable segments and underlying operating segments. Adjusted Property EBITDAR is a measure defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, gain on REIT transactions, net, restructuring costs (which represents costs related to severance, accelerated stock compensation expense, and consulting fees directly related to the operating model component of the MGM 2020 Plan), rent expense associated with triple-net operating and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and property transactions, net, and also excludes corporate expense and stock compensation expense, which are not allocated to each operating segment, and rent expense related to the master lease with MGP that eliminates in consolidation.

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2020			2019			2020			2019			2020			2019			2020			2019
	(In thousands)												(In thousands)
Net revenue
Las Vegas Strip Resorts
Casino	$	63,028		$	308,183		$	337,701		$	632,887		$	189,358		$	336,262		$	527,059		$	969,149
Rooms		26,105			469,736			388,969			938,588			137,869			469,145			526,838			1,407,733
Food and beverage		21,026			389,773			309,789			755,295			81,429			401,362			391,218			1,156,657
Entertainment, retail and other		40,652			298,652			248,158			567,762			72,762			300,679			320,920			868,441
		150,811			1,466,344			1,284,617			2,894,532			481,418			1,507,448			1,766,035			4,401,980
Regional Operations
Casino		77,177			653,948			613,807			1,228,104			464,789			660,748			1,078,596			1,888,852
Rooms		4,181			81,454			60,060			153,252			34,782			90,197			94,842			243,449
Food and beverage		4,314			123,870			99,406			241,749			38,646			126,625			138,052			368,374
Entertainment, retail and other		3,592			51,681			41,651			91,793			18,609			57,448			60,260			149,241
		89,264			910,953			814,924			1,714,898			556,826			935,018			1,371,750			2,649,916
MGM China
Casino		23,284			633,179			263,698			1,296,744			35,297			662,838			298,995			1,959,582
Rooms		1,335			35,313			16,544			68,877			2,800			36,294			19,344			105,171
Food and beverage		4,431			30,909			17,211			61,622			6,240			32,214			23,451			93,836
Entertainment, retail and other		4,148			6,688			7,632			13,050			2,530			6,409			10,162			19,459
		33,198			706,089			305,085			1,440,293			46,867			737,755			351,952			2,178,048
Reportable segment net revenues		273,273			3,083,386			2,404,626			6,049,723			1,085,111			3,180,221			3,489,737			9,229,944
Corporate and other		16,536			139,857			138,000			350,431			40,809			134,161			178,809			484,592
	$	289,809		$	3,223,243		$	2,542,626		$	6,400,154		$	1,125,920		$	3,314,382		$	3,668,546		$	9,714,536
Adjusted Property EBITDAR
Las Vegas Strip Resorts	$	(104,447	)	$	418,339		$	163,152		$	821,990		$	15,125		$	441,281		$	178,277		$	1,263,271
Regional Operations		(112,085	)		260,788			39,635			472,585			145,734			269,125			185,369			741,710
MGM China		(116,288	)		172,803			(138,278	)		365,614			(96,446	)		183,989			(234,724	)		549,603
Reportable segment Adjusted Property EBITDAR		(332,820	)		851,930			64,509			1,660,189			64,413			894,395			128,922			2,554,584

Other operating income (expense)
Corporate and other		(159,342	)		(87,606	)		(261,579	)		(148,137	)		(113,190	)		(72,707	)		(374,769	)		(220,844	)
Preopening and start-up expenses		82			(879	)		(40	)		(4,166	)		(11	)		(925	)		(51	)		(5,091	)
Property transactions, net		(26,349	)		(5,790	)		(81,324	)		(14,566	)		(4,116	)		(249,858	)		(85,440	)		(264,424	)
Gain on REIT transactions, net		—			—			1,491,945			—			0			0			1,491,945			0
Depreciation and amortization		(299,206	)		(334,788	)		(617,496	)		(651,202	)		(294,363	)		(322,009	)		(911,859	)		(973,211	)
CEO transition expense		—			—			(44,401	)		—			0			0			(44,401	)		0
October 1 litigation settlement		(49,000	)		—			(49,000	)		—			0			0			(49,000	)		0
Restructuring		(19,882	)		(42,990	)		(19,882	)		(84,088	)		0			(2,491	)		(19,882	)		(86,579	)
Triple-net operating lease and ground lease rent expense		(189,567	)		(8,392	)		(331,485	)		(16,285	)		(189,602	)		(8,024	)		(521,087	)		(24,309	)
Income from unconsolidated affiliates related to real estate ventures		41,555			—			65,069			—			41,687			0			106,756			0
Operating income (loss)		(1,034,529	)		371,485			216,316			741,745			(495,182	)		238,381			(278,866	)		980,126
Non-operating income (expense)
Interest expense, net of amounts capitalized		(156,756	)		(215,829	)		(313,893	)		(431,949	)		(173,808	)		(215,503	)		(487,701	)		(647,452	)
Non-operating items from unconsolidated affiliates		(23,761	)		(21,477	)		(56,382	)		(39,642	)		(23,604	)		(14,669	)		(79,986	)		(54,311	)
Other, net		8,321			(46,276	)		(115,943	)		(44,583	)		13,889			(9,381	)		(102,054	)		(53,964	)
		(172,196	)		(283,582	)		(486,218	)		(516,174	)		(183,523	)		(239,553	)		(669,741	)		(755,727	)
Income (loss) before income taxes		(1,206,725	)		87,903			(269,902	)		225,571			(678,705	)		(1,172	)		(948,607	)		224,399
Benefit (provision) for income taxes		270,238			(11,734	)		7,934			(83,245	)		76,734			7,276			84,668			(75,969	)
Net income (loss)		(936,487	)		76,169			(261,968	)		142,326			(601,971	)		6,104			(863,939	)		148,430
Less: Net (income) loss attributable to noncontrolling interests		79,230			(32,764	)		211,580			(67,624	)		67,240			(43,237	)		278,820			(110,861	)
Net income (loss) attributable to MGM Resorts International	$	(857,257	)	$	43,405		$	(50,388	)	$	74,702		$	(534,731	)	$	(37,133	)	$	(585,119	)	$	37,569

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

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

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

Additionally, refer to Note 1 for discussion relating to the waiver agreement with MGP and the Operating Partnership units redeemed thereunder.

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

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

MGP has a 50.1% ownership interest in the MGP BREIT Venture, which owns the real estate assets of Mandalay Bay and MGM Grand Las Vegas and leases such assets to a subsidiary of the Company pursuant to a lease agreement. Refer to Note 6 for further information related to the Mandalay Bay and MGM Grand Las Vegas lease.

This management’s discussion and analysis of financial condition and results of operations contain forward-looking statements that involve risks and uncertainties. Please see “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions that may cause our actual results to differ materially from those discussed in the forward-looking statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q, the audited consolidated financial statements and notes for the fiscal year ended December 31, 2019, which were included in our Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2020. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. MGM Resorts International together with its subsidiaries may be referred to as “we,” “us” or “our.” MGM China Holdings Limited together with its subsidiaries is referred to as “MGM China.” MGM Growth Properties LLC together with its subsidiaries is referred to as “MGP.”

Our primary business is the ownership and operation of casino resorts which offer gaming, hotel, convention, dining, entertainment, retail and other resort amenities. We own or invest in several of the finest casino resorts in the world and we continually reinvest in our resorts to maintain our competitive advantage. Most of our revenue is cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. We rely heavily on the ability of our resorts to generate operating cash flow to fund capital expenditures, provide excess cash flow for future development, repay debt financings, and return capital to our shareholders. We make significant investments in our resorts through newly remodeled hotel rooms, restaurants, entertainment and nightlife offerings, as well as other new features and amenities.

The spread of ~~a novel~~ coronavirus disease 2019 (“COVID-19”) and developments surrounding the global pandemic have had, and we expect will continue to have, a significant impact on our business, results of operations and financial condition.

~~As of~~In March ~~17,~~ 2020, all of our domestic properties were temporarily closed ~~to the public~~ pursuant to state and local government requirements as a result of COVID-19. Throughout the ~~unprecedented public health crisis from the COVID-19 pandemic. Throughout May, June,~~second and ~~July~~third quarter of 2020 ~~we re-opened most~~all of our properties ~~with limited~~that were temporarily closed re-opened to the public but are operating without certain amenities and ~~we expect~~subject to ~~open additional venues and other~~certain occupancy limitations. Accordingly, although our properties ~~as demand builds and if conditions permit.~~have re-opened, they are generating revenues that are significantly lower than historical results. In addition, ~~while certain properties have been able to re-open, such~~our properties may be subject to temporary, complete, or partial shutdowns in the future due to ~~COVID-19.~~COVID-19 related concerns. We have also implemented certain measures to mitigate the spread of COVID-19, including limits on the number of gaming tables allowed to operate and on the number of seats at each table game, as well as slot machine spacing, temperature checks, mask protection, limitations on restaurant capacity, entertainment events and conventions as well as other measures to enforce social distancing. Our properties in Macau resumed operations on February 20, 2020 after a 15-day closure period and, effective July 15, 2020, travelers from Macau to Guangdong province are exempted from a 14-day medical observation if they test negative for COVID-19 within seven days prior to the departure and obtain appropriate health declarations from the Macau and Guangdong government health agencies; however, the properties are still subject to social distancing measures, including property capacity restrictions. In addition, we have seen and expect to continue to see weakened demand at our properties as a result of continued domestic and international travel restrictions or warnings, restrictionslimitations on amenity use, such as gaming, restaurant and pool capacity limitations, consumer fears and reduced consumer discretionary spending and general economic uncertainty and increased rates of unemployment. We are also unable to predict if our properties will remain re-opened if the number of ~~cases~~tables allowed to operate, the number of seats available at each table and ~~hospitalizations continue~~slot machine spacing, and effective July 15, 2020 guests entering casinos are required to ~~increase~~provide negative COVID-19 test results and the appropriate health declaration from the Macau government health agency. The individual visit scheme (“IVS”) that permits mainland Chinese residents to travel from Guangdong to Macau resumed on August 26, 2020 and approval for travel from other provinces resumed on September 23, 2020. However, several travel and entry restrictions in Macau, Hong Kong and mainland China remain in place (including the temporary suspension of ferry services from Hong Kong to Macau and bans on entry or quarantine requirements for visitors that have been to certain countries as ~~a result of~~well as Hong Kong or Taiwan in the ~~pandemic. In light of the foregoing, we are unable~~14 days prior to ~~determine when~~arriving in Macau), which may significantly impact visitation to our ~~properties will return to pre-pandemic demand and pricing.~~Macau properties.

While we have engaged in aggressive cost reduction efforts to minimize cash outflows while our properties were closed, and ~~cash conservation~~have continued to engage in such efforts ~~in connection with~~as the ~~closures,~~properties have re-opened, we still face significant fixed and variable ~~costs.~~expenses. Our efforts include:

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

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

In ~~January 2020, China implemented a temporary suspension of its visa scheme that permits mainland Chinese~~addition, we have seen and continue to ~~travel~~expect to Macau, and on February 4, 2020, the Hong Kong government temporarily suspended all ferry services from Hong Kong to Macau, until further notice. The government of Macau also asked that all gaming operators in Macau suspend casino operations for a 15-day period that commenced on February 5, 2020. Assee weakened demand at our properties as a result ~~MGM China suspended all operations at MGM Macau~~of continued domestic and MGM Cotai, other than operations that were necessary to provide sufficient non-gaming facilities to serve any remaining hotel guests in that period. While the properties have since re-opened, certain health safeguards have been implemented,international travel restrictions or warnings, restrictions on amenity use, such as ~~limiting the number~~gaming, restaurant and pool capacity limitations, consumer fears and reduced consumer discretionary spending, general economic uncertainty, and increased rates of gaming tables allowed to operate and the number of seats available at each gaming table, as well as slot machine spacing, temperature checks, mask protection, and other measures to enforce social distancing. Effective July 15, 2020, guests entering casinos are required to provide negative COVID-19 test results and the appropriate health declaration from the Macau government health agency. Although China has relaxed domestic travel restrictions in recent weeks several travel and entry restrictions in Macau, Hong Kong, and certain cities and regions in mainland China remain in place (including the temporary suspensionunemployment. In light of the ~~visa scheme that permits mainland Chinese residents~~foregoing, we are unable to ~~travel~~determine when our properties will return to ~~Macau,~~pre-pandemic demand or pricing, or if our properties will remain re-opened, but the ~~temporary suspension~~impact of ~~ferry services, and bans on entry or enhanced quarantine requirements), significantly impacting visitation to our Macau properties, which continues to~~COVID-19 will have a material ~~adverse~~ impact on ~~MGM China’s~~our consolidated results of ~~operations.~~ operations during 2020 and potentially thereafter.

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

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

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

Also, on January 14, 2020, we, the Operating Partnership, and MGP entered into an agreement for the Operating Partnership to waive its right following the closing of the MGP BREIT Venture Transaction to issue MGP Class A shares, in lieu of cash, to us in connection with us exercising our right to require the Operating Partnership to redeem the Operating Partnership units we hold, at a price per unit equal to a 3% discount to the ten day average closing price prior to the date of the notice of redemption. The waiver was effective upon closing of the transaction on February 14, 2020 and terminates on the earlier of February 14, 2022 or us receiving cash proceeds of $1.4 billion as consideration for the redemption of the Operating Partnership units that we hold. On May 18, 2020, the Operating Partnership redeemed approximately 30 million Operating Partnership units that we held for $700 million.

The following table summarizes our consolidated financial results for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019:

	Three Months Ended					Six Months Ended					Three Months Ended						Nine Months Ended
	June 30,					June 30,					September 30,						September 30,
	2020			2019		2020			2019		2020			2019			2020			2019
	(In thousands)										(In thousands)
Net revenues	$	289,809		$	3,223,243	$	2,542,626		$	6,400,154	$	1,125,920		$	3,314,382		$	3,668,546		$	9,714,536
Operating income (loss)		(1,034,529	)		371,485		216,316			741,745		(495,182	)		238,381			(278,866	)		980,126
Net income (loss)		(936,487	)		76,169		(261,968	)		142,326		(601,971	)		6,104			(863,939	)		148,430
Net income (loss) attributable to MGM Resorts International		(857,257	)		43,405		(50,388	)		74,702		(534,731	)		(37,133	)		(585,119	)		37,569

During the three and ~~six~~nine months ended ~~June~~September 30, 2020 ~~and as of the date of this report,~~ we re-opened all of our domestic properties on the ~~following properties to the general public:~~dates shown below:

Consolidated net revenues decreased ~~91%~~66% for the ~~quarter~~three months ended ~~June~~September 30, 2020 compared to the prior year quarter due primarily to the ~~temporary suspension~~impact of COVID-19, which included a partial quarter of operations at certain of our domestic ~~casino operations, continued~~properties, travel restrictions into Macau, including the suspension of the IVS for part of the quarter, restrictions on the number of table games allowed to operate in certain jurisdictions, and restrictions on the number of seats available at each table at both of our domestic and Macau properties, and other social distancing restrictions in place at our properties, including the number of slot machines available for use, property capacity restrictions, and venue/amenity limitations, as discussed above, which resulted in a ~~95%~~94% decrease in net revenues at MGM China, a ~~90%~~68% decrease in net revenues at our Las Vegas Strip Resorts, and a ~~90%~~40% decrease in net revenues at our Regional Operations.

Consolidated operating loss was ~~$1.0 billion~~$495 million for the ~~quarter~~three months ended ~~June~~September 30, 2020 compared to consolidated operating income of ~~$371~~$238 million in the prior year quarter, primarily driven by a decrease in net revenues discussed above and a ~~$35~~$49 million increase in ~~corporate~~general and administrative expense, ~~$20 million of restructuring costs, a portion of which was recorded to corporate expense, discussed below, and a $21 million increase in property transactions, net,~~ partially offset by a decrease in operating expenses as a result of cost reduction efforts during property closures, as discussed below, a $246 million decrease in property transactions, net, a $38 million decrease in corporate expense, discussed below, as well as a ~~$36~~$28 million decrease in depreciation and amortization. ~~Corporate~~General and administrative expense including share-based compensation for corporate employees in the current quarter included $49 million of October 1 litigation settlement expense, $5 million of restructuring costs, and $9 million of corporate initiatives costs. The prior year quarter included $9 million of costs incurred to implement the MGM 2020 Plan, and $3 million of finance modernization initiative costs. Property transactions, net increased in the current quarter compared to the prior year quarter due primarily to a $26 million other-than-temporary non-cash impairment charge on an equity method investment. General and administrative expense decreased $51 million in the current quarter compared to the prior year quarter due primarily to aggressive efforts to reduce expenses at our domestic resorts during property closures, and primarily included a decrease in payroll expense and advertising expense, partially offset by $181 million of rent expense associated with the Bellagio lease and the Mandalay Bay and MGM Grand Las Vegas ~~lease. General~~lease recognized during the current quarter, partially offset by aggressive efforts to reduce expenses at our domestic resorts during property closures which primarily included a decrease in payroll expense, utilities, and ~~administrative expense~~advertising expense. Property transactions, net decreased in the current quarter due primarily to a $219 million non-cash impairment charge related to the long-lived assets of Circus Circus Las Vegas and the adjacent land included in the prior year quarter. The decrease in corporate expense compared to the prior year quarter is due primarily to reductions in other initiative costs. Corporate expense in the current quarter included ~~$37~~$2 million in ~~restructuring~~corporate initiatives costs ~~related~~compared to ~~severance, accelerated stock compensation expense and consulting fees directly related~~$15 million in costs to ~~the operating model component of~~implement the MGM 2020 ~~Plan.~~Plan, Real Estate Committee costs, and finance modernization costs in the prior year quarter. Depreciation and amortization decreased compared to the prior year quarter due primarily to the sale of the MGM Grand Las Vegas and Mandalay Bay real estate assets in February 2020 and the sale of the Bellagio real estate assets in November 2019.

Consolidated net revenues decreased ~~60%~~62% for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to the prior year period due primarily to the temporary suspension of our domestic and Macau casino operations, ~~and continued~~ travel restrictions into Macau and other operational restrictions, as discussed above, which resulted in a ~~79%~~84% decrease in net revenues at MGM China, a ~~56%~~60% decrease in net revenues at our Las Vegas Strip Resorts, and a ~~52%~~48% decrease in net revenues at our Regional Operations.

Consolidated operating ~~income decreased $525 million to $216~~loss was $279 million for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to operating income of $980 million in the prior year period, due primarily ~~driven by~~to the impact of COVID-19, which included a decrease in net revenues discussed above, a ~~$49~~$47 million increase in ~~corporate~~general and administrative expense, incurrence of $20 million of restructuring costs, a portion of which was recorded to corporate expense, discussed below, ~~and a $67 million increase in property transactions, net,~~ partially offset by a decrease in operating expenses as a result of cost reduction efforts during property closures, as discussed below, a ~~$34~~$179 million decrease in property transactions, net, a $61 million decrease in depreciation and amortization, and a $1.5 billion gain related to the MGP BREIT Venture Transaction. General and administrative expense increased in the current year period compared to the prior year period due primarily to $497 million of rent expense associated with the Bellagio lease and the Mandalay Bay and MGM Grand Las Vegas lease, largely offset by aggressive efforts to reduce expenses at our domestic resorts during property closures, which primarily related to decreases in payroll expense, utilities, and advertising expense. In addition, the prior year period included $71 million in restructuring costs related to severance and accelerated stock compensation expense associated with the MGM 2020 Plan. Corporate expense ~~including share-based compensation for corporate employees,~~in the current year period included $49 million of October 1 litigation settlement expense, $44 million of CEO transition expense, $5 million of restructuring costs, and ~~$13~~$15 million of corporate initiatives ~~costs in the current year period.~~costs. Included in the CEO transition expense is $20 million of stock compensation expense, of which approximately $13 million related to the modification and accelerated vesting of outstanding stock compensation awards. Corporate expense in the prior year period included $20 million of Empire City acquisition costs, primarily related to transfer taxes and advisory fees, ~~$21~~$28 million of costs incurred to implement the MGM 2020 Plan, and $6$10 million of finance modernization initiative costs. Property transactions, net ~~increased~~decreased in the current period compared to the prior year period. As it relates to the decrease in property transactions, net, the current year period ~~due primarily to~~included a $64 million of other-than-temporary non-cash impairment ~~charges~~charge on an equity method ~~investment. General~~investment and administrative expense decreased slightly in the current period compared to the prior year period due primarily to aggressive efforts to reduce expenses at our domestic resorts during property closures, which primarily related to decrease in payroll expense and advertising expense, partially offset by $315 million of rent expense associated with the Bellagio lease and the Mandalay Bay and MGM Grand Las Vegas lease. General and administrative expense in the prior year period included ~~$72~~a $219 million ~~in restructuring costs related to severance, accelerated stock compensation expense and consulting fees directly~~non-cash impairment charge related to the ~~operating model component~~long-lived assets of Circus Circus Las Vegas and the ~~MGM 2020 Plan.~~adjacent land. Depreciation and amortization decreased compared to the prior year ~~quarter~~period due primarily to the sale of the MGM Grand Las Vegas and Mandalay Bay real estate assets in February 2020 and the sale of the Bellagio real estate assets in November 2019.

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2020			2019			2020			2019			2020			2019			2020			2019
	(In thousands)												(In thousands)
Las Vegas Strip Resorts
Table games win	$	48,482		$	179,427		$	244,029		$	402,451		$	107,860		$	203,882		$	351,889		$	606,333
Slots win		48,620			294,692			278,996			573,278			182,788			308,780			461,784			882,058
Other		545			15,128			15,062			34,293			3,800			14,573			18,862			48,866
Less: Incentives		(34,619	)		(181,064	)		(200,386	)		(377,135	)		(105,090	)		(190,973	)		(305,476	)		(568,108	)
Casino revenue		63,028			308,183			337,701			632,887			189,358			336,262			527,059			969,149
Rooms		26,105			469,736			388,969			938,588			137,869			469,145			526,838			1,407,733
Food and beverage		21,026			389,773			309,789			755,295			81,429			401,362			391,218			1,156,657
Entertainment, retail and other		40,652			298,652			248,158			567,762			72,762			300,679			320,920			868,441
Non-casino revenue		87,783			1,158,161			946,916			2,261,645			292,060			1,171,186			1,238,976			3,432,831
		150,811			1,466,344			1,284,617			2,894,532			481,418			1,507,448			1,766,035			4,401,980
Regional Operations
Table games win		12,741			203,171			176,939			401,246			155,175			219,542			332,114			620,788
Slots win		48,405			609,742			542,660			1,130,061			426,264			627,325			968,924			1,757,386
Other		46,668			77,854			128,521			144,465			39,399			81,766			167,920			226,231
Less: Incentives		(30,637	)		(236,819	)		(234,313	)		(447,668	)		(156,049	)		(267,885	)		(390,362	)		(715,553	)
Casino revenue		77,177			653,948			613,807			1,228,104			464,789			660,748			1,078,596			1,888,852
Rooms		4,181			81,454			60,060			153,252			34,782			90,197			94,842			243,449
Food and beverage		4,314			123,870			99,406			241,749			38,646			126,625			138,052			368,374
Entertainment, retail and other		3,592			51,681			41,651			91,793			18,609			57,448			60,260			149,241
Non-casino revenue		12,087			257,005			201,117			486,794			92,037			274,270			293,154			761,064
		89,264			910,953			814,924			1,714,898			556,826			935,018			1,371,750			2,649,916
MGM China
VIP table games win		11,762			287,183			120,305			629,590			17,388			317,824			137,693			947,414
Main floor table games win		11,511			457,562			199,121			902,164			24,840			500,411			223,961			1,402,575
Slots win		6,156			71,438			35,074			139,882			7,653			73,102			42,727			212,984
Less: Commissions and incentives		(6,145	)		(183,004	)		(90,802	)		(374,892	)		(14,584	)		(228,499	)		(105,386	)		(603,391	)
Casino revenue		23,284			633,179			263,698			1,296,744			35,297			662,838			298,995			1,959,582
Rooms		1,335			35,313			16,544			68,877			2,800			36,294			19,344			105,171
Food and beverage		4,431			30,909			17,211			61,622			6,240			32,214			23,451			93,836
Entertainment, retail and other		4,148			6,688			7,632			13,050			2,530			6,409			10,162			19,459
Non-casino revenue		9,914			72,910			41,387			143,549			11,570			74,917			52,957			218,466
		33,198			706,089			305,085			1,440,293			46,867			737,755			351,952			2,178,048
Reportable segment net revenues		273,273			3,083,386			2,404,626			6,049,723			1,085,111			3,180,221			3,489,737			9,229,944
Corporate and other		16,536			139,857			138,000			350,431			40,809			134,161			178,809			484,592
	$	289,809		$	3,223,243		$	2,542,626		$	6,400,154		$	1,125,920		$	3,314,382		$	3,668,546		$	9,714,536

Las Vegas Strip Resorts casino revenue decreased ~~80%~~44% for the ~~quarter~~three months ended ~~June~~September 30, 2020 compared to the prior year quarter due primarily to ~~the temporary closure~~a partial quarter of ~~properties~~operations at Park MGM and ~~other~~The Mirage, and operational restrictions related to the pandemic, as discussed above, which resulted in decreases in table games win and slots win of ~~73%~~47% and ~~84%~~41%, respectively.

Las Vegas Strip Resorts casino revenue decreased ~~47%~~46% for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to the prior year period due primarily to the temporary closure of properties, and ~~other~~ operational restrictions related to the pandemic, as discussed above, which resulted in decreases in table games win and slots win of ~~39%~~42% and ~~51%~~48%, respectively.

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

	Three Months Ended		Six Months Ended		Three Months Ended		Nine Months Ended
	June 30,		June 30,		September 30,		September 30,
	2020	2019	2020	2019	2020	2019	2020	2019
	(Dollars in millions)				(Dollars in millions)
Table Games Drop	$149	$851	$991	$1,819	$498	$842	$1,489	$2,661
Table Games Win %	32.5%	21.1%	24.6%	22.1%	21.6%	24.2%	23.6%	22.8%
Slots Handle	$524	$3,127	$2,980	$6,178	$1,944	$3,280	$4,925	$9,458
Slots Hold %	9.3%	9.4%	9.4%	9.3%	9.4%	9.4%	9.4%	9.3%

Las Vegas Strip Resorts rooms revenue decreased ~~94% and 59%~~71% for the three ~~and six~~ months ended ~~June~~September 30, 2020 compared to the prior year ~~periods, respectively,~~quarter due primarily to a partial quarter of operations at Park MGM and The Mirage and a decrease in REVPAR due primarily to a decrease in occupancy as a result of operational restrictions related to the pandemic, as discussed above.

Las Vegas Strip Resorts rooms revenue decreased 63% for the nine months ended September 30, 2020 compared to the prior year period due primarily to the temporary closure of our properties and a decrease in REVPAR due primarily to a decrease in occupancy ~~at re-opened properties.~~as a result of operational restrictions related to the pandemic, as discussed above.

	Three Months Ended		Six Months Ended		Three Months Ended		Nine Months Ended
	June 30,		June 30,		September 30,		September 30,
	2020	2019	2020	2019	2020	2019	2020	2019
Occupancy	43%	95%	81%	92%	44%	92%	64%	92%
Average Daily Rate (ADR)⁽¹⁾	$154	$163	$181	$168	$139	$164	$168	$167
Revenue per Available Room (REVPAR)⁽¹⁾	$66	$154	$146	$155	$61	$152	$107	$154

Las Vegas Strip Resorts food and beverage revenue decreased ~~95% and 59%~~80% for the three ~~and six~~ months ended ~~June~~September 30, 2020 compared to the prior year ~~periods, respectively,~~quarter due primarily to a partial quarter of operations at Park MGM and The Mirage, and capacity and other operational restrictions related to the pandemic, as discussed above.

Las Vegas Strip Resorts food and beverage revenue decreased 66% for the nine months ended September 30, 2020 compared to the prior year period due primarily to the temporary closure of our properties and capacity and other operational restrictions ~~at our re-opened properties,~~related to the pandemic, as discussed above.

Las Vegas Strip Resorts entertainment, retail and other revenue decreased ~~86% and 56%~~76% for the three ~~and six~~ months ended ~~June~~September 30, 2020 compared to the prior year ~~periods, respectively,~~quarter due primarily to a partial quarter of operations at Park MGM and The Mirage, capacity and other operational restrictions related to the pandemic, as discussed above, including the closure of entertainment venues, such as theaters and nightclubs.

Las Vegas Strip Resorts entertainment, retail and other revenue decreased 63% for the nine months ended September 30, 2020 compared to the prior year period due primarily to the temporary closure of our properties and capacity and other operational restrictions ~~at our re-opened properties,~~related to the pandemic, as discussed above. ~~In addition, entertainment venues, such as theaters and nightclubs, remain closed.~~

Regional Operations casino revenue decreased ~~88%~~30% for the ~~quarter~~three months ended ~~June~~September 30, 2020 compared to the prior year quarter due primarily to ~~the temporary closure~~a partial quarter of ~~our properties~~operations at MGM Springfield, Borgata, MGM Grand Detroit, and ~~other operational restrictions related to the pandemic,~~Empire City, which resulted in decreases in table games win and slots win of ~~94%~~29% and ~~92%~~32%, respectively.

Regional Operations casino revenue decreased ~~50%~~43% for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to the prior year period due primarily to the temporary closure of our properties and other operational restrictions related to the pandemic, which resulted in decreases in table games win and slots win of ~~56%~~47% and ~~52%~~45%, respectively.

	Three Months Ended		Six Months Ended		Three Months Ended		Nine Months Ended
	June 30,		June 30,		September 30,		September 30,
	2020	2019	2020	2019	2020	2019	2020	2019
	(Dollars in millions)				(Dollars in millions)
Table Games Drop	$58	$1,023	$903	$2,036	$739	$1,122	$1,641	$3,158
Table Games Win %	21.9%	19.9%	19.6%	19.7%	21.0%	19.6%	20.2%	19.7%
Slots Handle	$485	$6,423	$5,656	$12,050	$4,360	$6,666	$10,016	$18,717
Slots Hold %	10.0%	9.5%	9.6%	9.4%	9.8%	9.4%	9.7%	9.4%

Regional Operations rooms revenue decreased ~~95% and~~ 61% for both the three and ~~six~~nine months ended ~~June~~September 30, 2020 compared to the prior year periods ~~respectively,~~ due primarily to the temporary closure of our properties and a decrease in REVPAR due primarily to a decrease in ~~occupancy at re-opened properties.~~occupancy.

Regional Operations food and beverage revenue decreased ~~97%~~69% and ~~59%~~63% for the three and ~~six~~nine months ended ~~June~~September 30, 2020, compared to the prior year periods, respectively, due primarily to the temporary closure of our properties, and capacity and other operational restrictions, ~~at our re-opened properties,~~ as discussed above.

Regional Operations entertainment, retail and other revenue decreased ~~93%~~68% and ~~55%~~60% for the three and ~~six~~nine months ended ~~June~~September 30, 2020, compared to the prior year periods, respectively, due primarily to the temporary closure of our properties, and capacity and other operational restrictions, ~~at our re-opened properties,~~ as discussed ~~above. In addition,~~above, including the closure of certain entertainment venues, such as ~~theaters, remain closed.~~theaters.

	Three Months Ended		Six Months Ended		Three Months Ended		Nine Months Ended
	June 30,		June 30,		September 30,		September 30,
	2020	2019	2020	2019	2020	2019	2020	2019
	(Dollars in millions)				(Dollars in millions)
VIP Table Games Turnover	$450	$10,962	$3,875	$20,973	$929	$8,646	$4,804	$29,619
VIP Table Games Win %	2.6%	2.6%	3.1%	3.0%	1.9%	3.7%	2.9%	3.2%
Main Floor Table Games Drop	$66	$2,037	$843	$4,030	$143	$2,117	$986	$6,147
Main Floor Table Games Win %	17.5%	22.5%	23.6%	22.4%	17.3%	23.6%	22.7%	22.8%

MGM China net revenues decreased ~~95%~~94% for the ~~quarter~~three months ended ~~June~~September 30, 2020 compared to the prior year quarter due primarily to ~~ongoing~~ travel ~~and entry~~ restrictions into Macau, including the suspension of the IVS for part of the quarter, as well as other operational restrictions related to the pandemic, as discussed above. Both VIP table games win ~~decreased 96%~~ and main floor table games win decreased ~~97%~~95% compared to the prior year quarter.

MGM China net revenues decreased ~~79%~~84% for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to the prior year period due primarily to the suspension of operations for a 15-day period in February, ~~and ongoing~~ travel ~~and entry~~ restrictions into Macau, including the suspension of the IVS for the majority of the current year period, as well as other operational restrictions related to the pandemic, as discussed above. VIP table games win decreased ~~81%~~85% and main floor table games win decreased ~~78%~~84% compared to the prior year period.

Corporate and other revenue includes revenues from other corporate operations, management services and reimbursed costs revenue primarily related to our CityCenter management agreement. Corporate and other revenue for the ~~six~~nine months ended ~~June~~September 30, 2019 included $68 million in net revenues from MGP’s Northfield casino, which represents revenues prior to our acquisition of MGM Northfield Park’s operations from MGP on April 1, 2019. Reimbursed costs revenue represents reimbursement of costs, primarily payroll-related, incurred by us in connection with the provision of management services and was ~~$16~~$32 million and ~~$111~~$108 million for the ~~quarter~~three months ended ~~June~~September 30, 2020 and 2019, respectively and ~~$114~~$147 million and ~~$223~~$331 million for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively, which declined for the respective comparative periods due primarily to property closures and other operational restrictions further discussed below. See below for additional discussion of our share of operating results from unconsolidated affiliates.

The following table presents ~~a detail of~~Adjusted Property EBITDAR and Adjusted EBITDAR. ~~Management uses~~ Adjusted Property EBITDAR is our reportable segment GAAP measure, which we utilize as the primary profit measure for ~~its~~our reportable segments. See Note 10 – Segment Information in the accompanying consolidated financial statements and “Reportable Segment GAAP measure” below for additional information. Adjusted EBITDAR is a non-GAAP measure, discussed within “Non-GAAP measure” below.

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2020			2019			2020			2019			2020			2019			2020			2019
	(In thousands)												(In thousands)
Las Vegas Strip Resorts	$	(104,447	)	$	418,339		$	163,152		$	821,990		$	15,125		$	441,281		$	178,277		$	1,263,271
Regional Operations		(112,085	)		260,788			39,635			472,585			145,734			269,125			185,369			741,710
MGM China		(116,288	)		172,803			(138,278	)		365,614			(96,446	)		183,989			(234,724	)		549,603
Reportable segment Adjusted Property EBITDAR		(332,820	)		851,930			64,509			1,660,189
Corporate and other		(159,342	)		(87,606	)		(261,579	)		(148,137	)		(113,190	)		(72,707	)		(374,769	)		(220,844	)
Adjusted EBITDAR	$	(492,162	)	$	764,324		$	(197,070	)	$	1,512,052		$	(48,777	)				$	(245,847	)

Las Vegas Strip Resorts Adjusted Property EBITDAR loss was $104 million for the quarter ended June 30, 2020 compared to Adjusted Property EBITDAR of $418 million in the prior year quarter. Cost reduction efforts resulted in a decrease in operating expenses compared to the prior year quarter during the temporary closure of our properties and after properties re-opened, however the decrease in revenue resulting from the closures and other operational restrictions related to the pandemic resulted in the decrease in Adjusted Property EBITDAR compared to the prior year quarter.

Adjusted Property EBITDAR at our Las Vegas Strip Resorts decreased ~~80%~~97% and Adjusted Property EBITDAR margin decreased to ~~12.7%~~3.1% for the ~~six~~three months ended ~~June~~September 30, 2020 compared to ~~28.4%~~29.3% in the prior year ~~period. Cost reduction efforts resulted in a decrease in operating expenses~~quarter. Adjusted Property EBITDAR decreased compared to the prior year ~~period during the temporary closure of our properties and after properties re-opened, however the~~quarter due primarily to a decrease in ~~revenue~~gaming and non-gaming revenues resulting from the ~~closures~~partial quarter of operations at The Mirage and Park MGM, and other operational restrictions related to the pandemic, ~~resulted~~partially offset by a decrease in operating expenses as a result of cost reduction efforts.

Adjusted Property EBITDAR at our Las Vegas Strip Resorts decreased 86% and Adjusted Property EBITDAR margin decreased to 10.1% for the nine months ended September 30, 2020 compared to 28.7% in the ~~decrease in~~prior year period. Adjusted Property EBITDAR decreased compared to the prior year ~~period.~~

~~Regional Operations Adjusted Property EBITDAR loss was $112 million for the quarter ended June 30, 2020 compared~~period due primarily to ~~Adjusted Property EBITDAR of $261 million in the prior year quarter. Cost reduction efforts resulted in~~ a decrease in ~~operating expenses compared to the prior year quarter during~~gaming and non-gaming revenues resulting from the temporary closure of our properties, ~~and after properties re-opened, however the decrease in revenue resulting from the closures~~ and other operational restrictions related to the pandemic, ~~resulted in the~~partially offset by a decrease in ~~Adjusted Property EBITDAR compared to the prior year quarter.~~operating expenses as a result of cost reduction efforts.

Adjusted Property EBITDAR at our Regional Operations decreased ~~92%~~46% and Adjusted Property EBITDAR margin decreased to ~~4.9%~~26.2% for the ~~six~~three months ended ~~June~~September 30, 2020 compared to ~~27.6%~~28.8% in the prior year quarter, due primarily to a partial quarter of operations at MGM Springfield, Borgata, MGM Grand Detroit, and Empire City.

Adjusted Property EBITDAR at our Regional Operations decreased 75% and Adjusted Property EBITDAR margin decreased to 13.5% for the nine months ended September 30, 2020 compared to 28.0% in the prior year period. ~~Cost reduction efforts resulted in a decrease in operating expenses~~Adjusted Property EBITDAR decreased compared to the prior year period ~~during~~due primarily to a decrease in gaming and non-gaming revenues resulting from the temporary closure of our properties ~~and after properties re-opened, however the decrease in revenue resulting from the closures~~ and other operational restrictions related to the pandemic, ~~resulted in the~~partially offset by a decrease in ~~Adjusted Property EBITDAR compared to the prior year period.~~operating expenses as a result of cost reduction efforts.

MGM China’s Adjusted Property EBITDAR loss was ~~$116~~$96 million for the ~~quarter~~three months ended ~~June~~September 30, 2020 compared to Adjusted Property EBITDAR of ~~$173~~$184 million in the prior year quarter due primarily to ~~a decrease in casino revenues, due primarily~~travel restrictions to Macau, including the ~~ongoing travel and entry restrictions in Macau,~~suspension of the IVS for part of the quarter, as well as other operational restrictions related to the pandemic. The current quarter included $1 million of license fee expense compared to ~~$12~~$13 million in the prior year quarter.

MGM China’s Adjusted Property EBITDAR loss was ~~$138~~$235 million for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to Adjusted Property EBITDAR of ~~$366~~$550 million in the prior year period due primarily to a decrease in casino revenues resulting from the temporary suspension of casino operations, and travel restrictions to Macau, including the suspension of the IVS for ~~a 15-day~~majority of the current year period, ~~in February and ongoing travel and entry restrictions in Macau,~~ as well as other operational restrictions related to the pandemic. The current period included $5$6 million of license fee expense compared to ~~$25~~$38 million ~~in the prior year period.~~

Adjusted EBITDAR related to corporate and other for the quarter ended June 30, 2020 decreased $72 million compared to the prior year quarter due primarily to a decrease in operating results at CityCenter, an unconsolidated affiliate, in the current quarter as further discussed below.

Adjusted EBITDAR related to corporate and other for the six months ended June 30, 2020 decreased $113 million compared to the prior year period due primarily to a decrease in operating results at CityCenter in the current period and the inclusion of $23 million of Adjusted Property EBITDAR related to MGM Northfield Park prior to our acquisition of the operations from MGP on April 1, 2019, in the prior year period.

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

	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
	June 30,						June 30,						September 30,						September 30,
	2020			2019			2020			2019			2020			2019			2020			2019
	(In thousands)												(In thousands)
CityCenter	$	(39,113	)	$	31,506		$	(18,447	)	$	66,355		$	(6,041	)	$	39,317		$	(24,489	)	$	105,672
MGP BREIT Venture		38,861			—			58,811			—			38,976			—			97,787			—
Other		(8,101	)		(4,502	)		(12,969	)		(602	)		(12,300	)		(3,103	)		(25,268	)		(3,705	)
	$	(8,353	)	$	27,004		$	27,395		$	65,753		$	20,635		$	36,214		$	48,030		$	101,967

On March 17, 2020, CityCenter temporarily closed to the public as a result of the unprecedented public health crisis from the COVID-19 pandemic described above. Aria re-opened on July 1, 2020 and Vdara re-opened on July 16, 2020. Our share of CityCenter’s operating loss, including certain basis difference adjustments, for the quarter ended June 30, 2020 was $39 million compared to our share of CityCenter's operating income, including certain basis difference adjustments, of $32 million in the prior year quarter due primarily to a decrease in casino and non-casino revenues as a result of such closure.

Our share of CityCenter’s operating loss, including certain basis difference adjustments, for the ~~six~~three months ended ~~June~~September 30, 2020 was ~~$18~~$6 million compared to ~~our~~operating income of $39 million in the prior year quarter, primarily driven by the decrease in CityCenter’s casino and non-casino revenues as a result of the operational restrictions related to the pandemic.

Our share of CityCenter’s operating ~~income,~~loss, including certain basis difference adjustments, for the nine months ended September 30, 2020 was $24 million compared to operating income of ~~$66~~$106 million in the prior year period, ~~due~~ primarily ~~to a~~driven by the decrease in CityCenter’s casino and non-casino revenues as a result of the temporary ~~closure.~~

~~Our share of MGP BREIT Venture’s operating income, which was formed on February 14, 2020, was $39 million~~closure, and ~~$59 million for~~other operational restrictions related to the ~~three and six months ended June 30, 2020, respectively.~~pandemic.

Gross interest expense was $175 million and $216 million for the three ~~and six~~ months ended ~~June~~September 30, 2020 ~~decreased $59~~and 2019, respectively. Gross interest expense was $490 million and ~~$121~~$652 million ~~respectively,~~for the nine months ended September 30, 2020 and 2019, respectively. The decrease in gross interest expense when compared to the prior year periods is due primarily to the decrease in average debt outstanding under the credit facilities and senior notes due to early retirement of debt discussed below, partially offset by the May 2020 issuance of the $750 million 6.75% senior notes due 2025, the June 2020 issuance of the Operating Partnership’s $800 million 4.625% senior notes due 2025, and the June 2020 issuance of MGM China’s $500 million 5.25% senior notes due 2025. See Note 4 to the accompanying consolidated financial statements for additional discussion on long-term debt and see “Liquidity and Capital Resources” for additional discussion on issuances and repayments of long-term debt and other sources and uses of cash.

Other income, net was $8$14 million for the quarter ended ~~June~~September 30, 2020 compared to other expense, net of ~~$46~~$9 million in the prior year quarter. The prior year included a $53 million loss incurred on the early retirement of debt related to our senior notes and MGM China’s term loan facility, partially offset by a $7 million remeasurement gain on MGM China’s U.S. dollar-denominated senior notes.

Other expenses, net for the ~~six~~nine months ended ~~June~~September 30, 2020 increased ~~$71~~$48 million compared to the prior year period. The current year period included a $109 million loss incurred on the early retirement of debt related to our senior notes and the termination of our revolving facility, as well as an $18 million loss incurred on the early retirement of debt related to the Operating Partnership’s repayment of its term loan A facility and its term loan B facility, and a $3 million net loss on the Operating Partnership’s unhedged interest rate swaps, partially offset by an $8 million remeasurement gain on MGM China’s U.S. dollar-denominated senior notes, and a ~~$16~~$20 million increase in interest income resulting from an increase in cash and cash equivalents. The prior year period included a ~~$53~~$56 million loss incurred on the early retirement of debt related to our senior notes and MGM China’s term loan facility, partially offset by a $7$2 million remeasurement gain on MGM China’s U.S. dollar-denominated senior notes. Refer to Note 4 for further discussion of our long-term debt.

Our effective tax rate was a benefit of ~~22.4%~~11.3% on loss before income taxes for the three months ended ~~June~~September 30, 2020, compared to a ~~provision~~benefit of ~~13.3%~~620.8% on ~~income~~loss before income taxes in the prior year quarter. Our effective tax rate was a benefit of ~~2.9%~~8.9% on loss before income taxes for the ~~six~~nine months ended ~~June~~September 30, 2020, compared to a provision of ~~36.9%~~33.9% on income before income taxes in the prior year period. The high effective tax rate ~~for the three months ended June 30, 2020 was unfavorably impacted by an increase~~ in ~~the foreign tax credit valuation allowance, while~~ the prior year quarter was favorably impacted by deferred tax benefits recorded on Macau operations that were not recorded in the current year quarter because we determined that it was not more likely than not that such benefits would be realizedprimarily due to tax benefit recognized in such quarter on the ~~impact of COVID-19.~~$219 million non-cash impairment charge related to Circus Circus Las Vegas and adjacent land. The effective rate for the ~~six~~nine months ended ~~June~~September 30, 2020 was unfavorably impacted by tax expense recorded on the MGP BREIT Venture Transaction and adjustments to valuation allowances for Macau deferred tax assets and foreign tax credits, while the prior year period was ~~favorably impacted by Macau deferred tax benefit and~~ unfavorably impacted by the remeasurement of Macau deferred taxes due to the extension of the subconcession agreement in Macau, the recording of deferred state taxes resulting from the Empire City acquisition and adjustments to our foreign tax credit valuation ~~allowance.~~allowance, partially offset by Macau deferred tax benefit as well as tax benefit resulting from the Circus Circus Las Vegas and adjacent land.

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

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

“Adjusted EBITDAR” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, gain on REIT transactions, net, CEO transition expense, October 1 litigation settlement, restructuring costs (which represents costs related to severance, accelerated stock compensation expense, and consulting fees directly related to the operating model component of the MGM 2020 Plan), rent expense associated with triple-net operating and ground leases, income from unconsolidated affiliates related to investments in real estate ventures, and property transactions, net.

Adjusted EBITDAR information is a valuation metric, should not be used as an operating metric, and is presented solely as a supplemental disclosure to reported GAAP measures because we believe this measure is widely used by analysts, lenders, financial institutions, and investors as a principal basis for the valuation of gaming companies. We believe that while items excluded from Adjusted EBITDAR may be recurring in nature and should not be disregarded in evaluation of our earnings performance, it is useful to exclude such items when analyzing current results and ~~trends compared to other periods because these items can vary significantly depending on specific underlying transactions or events that may not be comparable between the periods being presented.~~trends. Also, we believe excluded items may not relate specifically to current trends or be indicative of future results. For example, preopening and start-up expenses will be significantly different in periods when we are developing and constructing a major expansion project and will depend on where the current period lies within the development cycle, as well as the size and scope of the project(s). Property transactions, net includes normal recurring disposals, gains and losses on sales of assets related to specific assets within our resorts, but also includes gains or losses on sales of an entire operating resort or a group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which

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

Adjusted EBITDAR 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, real estate triple-net lease and ground lease payments, and debt principal repayments, which are not reflected in Adjusted EBITDAR. Also, other companies in the gaming and hospitality industries that report Adjusted EBITDAR information may calculate Adjusted EBITDAR in a different manner and such differences may be material.

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

	Three Months Ended					Six Months Ended					Three Months Ended						Nine Months Ended
	June 30,					June 30,					September 30,						September 30,
	2020			2019		2020			2019		2020			2019			2020			2019
	(In thousands)										(In thousands)
Net income (loss) attributable to MGM Resorts International	$	(857,257	)	$	43,405	$	(50,388	)	$	74,702	$	(534,731	)	$	(37,133	)	$	(585,119	)	$	37,569
Plus: Net income (loss) attributable to noncontrolling interests		(79,230	)		32,764		(211,580	)		67,624		(67,240	)		43,237			(278,820	)		110,861
Net income (loss)		(936,487	)		76,169		(261,968	)		142,326		(601,971	)		6,104			(863,939	)		148,430
Benefit (provision) for income taxes		(270,238	)		11,734		(7,934	)		83,245
Provision (benefit) for income taxes												(76,734	)		(7,276	)		(84,668	)		75,969
Income (loss) before income taxes		(1,206,725	)		87,903		(269,902	)		225,571		(678,705	)		(1,172	)		(948,607	)		224,399
Non-operating (income) expense
Interest expense, net of amounts capitalized		156,756			215,829		313,893			431,949		173,808			215,503			487,701			647,452
Non-operating items from unconsolidated affiliates		23,761			21,477		56,382			39,642		23,604			14,669			79,986			54,311
Other, net		(8,321	)		46,276		115,943			44,583		(13,889	)		9,381			102,054			53,964
		172,196			283,582		486,218			516,174		183,523			239,553			669,741			755,727
Operating income (loss)		(1,034,529	)		371,485		216,316			741,745		(495,182	)		238,381			(278,866	)		980,126
Preopening and start-up expenses		(82	)		879		40			4,166		11			925			51			5,091
Property transactions, net		26,349			5,790		81,324			14,566		4,116			249,858			85,440			264,424
Gain on REIT transactions, net		—			—		(1,491,945	)		—		—			—			(1,491,945	)		—
Depreciation and amortization		299,206			334,788		617,496			651,202		294,363			322,009			911,859			973,211
CEO transition expense		—			—		44,401			—		—			—			44,401			—
October 1 litigation settlement		49,000			—		49,000			—		—			—			49,000			—
Restructuring		19,882			42,990		19,882			84,088		—			2,491			19,882			86,579
Triple-net operating lease and ground lease rent expense		189,567			8,392		331,485			16,285		189,602			8,024			521,087			24,309
Income from unconsolidated affiliates related to real estate ventures		(41,555	)		—		(65,069	)		—		(41,687	)		—			(106,756	)		—
Adjusted EBITDAR	$	(492,162	)	$	764,324	$	(197,070	)	$	1,512,052	$	(48,777	)				$	(245,847	)

As of ~~June~~September 30, 2020, all of our principal debt arrangements are guaranteed by each of our wholly owned material domestic subsidiaries that guarantee our senior credit facility. Our principal debt arrangements are not guaranteed by MGP, the Operating Partnership, MGM Grand Detroit, MGM National Harbor, MGM Springfield, and each of their respective subsidiaries. Our foreign subsidiaries, including MGM China and its subsidiaries, are also not guarantors of our principal debt arrangements. In the event that any subsidiary is no longer a guarantor of our credit facility or any of our future capital markets indebtedness, that subsidiary will be released and relieved of its obligations to guarantee our existing senior notes. The indentures governing the senior notes further provide that in the event of a sale of all or substantially all of the assets of, or capital stock in a subsidiary guarantor then such subsidiary guarantor will be released and relieved of any obligations under its subsidiary guarantee.

The guarantees provided by the subsidiary guarantors rank senior in right of payment to any future subordinated debt of ours or such subsidiary guarantors, junior to any secured indebtedness to the extent of the value of the assets securing such debt and effectively subordinated to any indebtedness and other obligations of our subsidiaries that do not guaranty the senior notes. In addition, the obligations of each subsidiary guarantor under its guarantee is limited so as not to constitute a fraudulent conveyance under applicable law, which may eliminate the subsidiary guarantor’s obligations or reduce such obligations to an amount that effectively makes the subsidiary guarantee lack value.

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

	June 30,		December 31,		September 30,		December 31,
	2020		2019		2020		2019
Balance Sheet	(In thousand)				(In thousand)
Current assets	$	5,141,302	$	3,013,995	$	4,847,259	$	3,013,995
Investment in the MGP Operating Partnership		1,968,687		2,738,897		1,954,300		2,738,897
Intercompany accounts due from non-guarantor subsidiaries		44,926		40,368		86,608		40,368
MGP master lease right-of-use asset, net		6,764,256		8,479,721		6,739,073		8,479,721
Other long-term assets		12,519,230		9,477,605		12,408,304		9,477,605
MGP master lease operating lease liabilities - current		143,478		165,656		148,427		165,656
Other current liabilities		1,826,262		2,278,445		1,919,084		2,278,445
MGP master lease operating lease liabilities - noncurrent		7,258,244		8,960,267		7,224,761		8,960,267
Other long-term liabilities		15,705,746		10,858,422		15,633,034		10,858,422

	Six Months Ended			Nine Months Ended
	June 30,			September 30,
	2020			2020
Income Statement	(In thousand)			(In thousand)
Net revenues	$	1,880,791		$	2,672,499
MGP master lease rent expense		(317,660	)		(484,987	)
Operating income		634,718			194,206
Income from continuing operations		415,420
Loss from continuing operations					(61,203	)
Net income		441,374			40,134
Net income attributable to MGM Resorts International		441,374			40,134

Operating activities. Trends in our operating cash flows tend to follow trends in operating income, excluding non-cash charges, but can be affected by changes in working capital, the timing of significant interest payments, tax payments or refunds, and distributions from unconsolidated affiliates. Cash used in operating activities was ~~$1.1~~$1.2 billion in the ~~six~~nine months ended ~~June~~September 30, 2020 compared to cash provided by operating activities of ~~$968 million~~$1.4 billion in the ~~six~~nine months ended ~~June~~September 30, 2019. Operating cash flows were significantly negatively impacted by the temporary suspension of our operations, ~~continued~~ travel restrictions into Macau and other operational restrictions resulting from the COVID-19 pandemic, as discussed ~~above.~~above, and triple-net operating lease rent payments, partially offset by an increase in distributions from unconsolidated affiliates primarily received from the MGP BREIT Venture and a decrease in cash paid for interest, as discussed in “Non-operating Results”. In addition to the decrease in our operating results across all properties, the current year period was negatively affected by a change in working capital primarily related to ~~gaming and~~ non-gaming deposits, gaming taxes and other gaming liabilities, and payroll related ~~liabilities, partially offset~~liabilities. The prior year period was also negatively affected by a ~~decrease~~change in ~~cash paid for interest, as discussed in “Non-operating Results”.~~working capital, primarily related to gaming deposits.

Investing activities. Our investing cash flows can fluctuate significantly from year to year depending on our decisions with respect to strategic capital investments in new or existing resorts, business acquisitions or dispositions, and the timing of maintenance capital expenditures to maintain the quality of our resorts. Capital expenditures related to regular investments in our existing resorts can also vary depending on timing of larger remodel projects related to our public spaces and hotel rooms.

Cash provided by investing activities was $2.3 billion in the ~~six~~nine months ended ~~June~~September 30, 2020 compared to cash used in investing activities of ~~$878 million~~$1.0 billion in the ~~six~~nine months ended ~~June~~September 30, 2019. The change was due primarily to $2.5 billion in net cash proceeds from the sale of the real estate of Mandalay Bay and MGM Grand Las Vegas in the current year compared to an outflow of $536 million for the Empire City acquisition in the prior year and a decrease of ~~$181~~$305 million in capital expenditures, partially offset by a ~~$27~~$36 million decrease in distributions from unconsolidated affiliates. In the current year period, distributions from unconsolidated affiliates included $51 million related to our share of a distribution ~~paid by~~received from CityCenter. In the prior year period, distributions from unconsolidated affiliates included $90 million related to our share of a distribution ~~paid by~~received from CityCenter. The decrease in capital expenditures primarily reflects our efforts to reduce or defer planned domestic capital expenditures as we mitigate the impact of the COVID-19 pandemic on our liquidity and the substantial completion of our MGM Springfield development project, the rebranding at Park MGM, and the expansion of the convention center at MGM Grand Las Vegas in the prior year, as discussed in further detail below.

We made capital expenditures of ~~$140~~$178 million in the ~~six~~nine months ended ~~June~~September 30, 2020, of which ~~$67~~$77 million related to MGM China. Capital expenditures at MGM China included ~~$60~~$67 million primarily related to construction close-out and projects at MGM Cotai and $8$10 million related to projects at MGM Macau. Capital expenditures at our Las Vegas Strip Resorts, Regional Operations and corporate entities of ~~$73~~$101 million included expenditures relating to information technology, health and safety initiatives, and various room, restaurant, and entertainment venue remodels.

We made capital expenditures of ~~$322~~$483 million in the ~~six~~nine months ended ~~June~~September 30, 2019, of which ~~$59~~$83 million related to MGM China. Capital expenditures at MGM China included ~~$44~~$63 million related to projects at MGM Cotai and ~~$15~~$20 million related to projects at MGM Macau. Capital expenditures at our Las Vegas Strip Resorts, Regional Operations and corporate entities of ~~$263~~$400 million included ~~$37~~$43 million related to the construction of MGM Springfield, ~~$36~~$43 million related to the Park MGM rebranding project, as well as expenditures relating to information technology, the expansion of the convention center at MGM Grand Las Vegas and various room, restaurant, and entertainment venue remodels.

Financing activities. Cash provided by financing activities was $1.2 billion in the ~~six~~nine months ended ~~June~~September 30, 2020 compared to cash used in financing activities of ~~$458~~$620 million in the ~~six~~nine months ended ~~June~~September 30, 2019. In the ~~six~~nine months ended ~~June~~September 30, 2020, we received net proceeds from the incurrence of the bridge loan facility in connection with the MGP BREIT Venture Transaction of $1.3 billion, net proceeds of $525 million from MGP’s Class A share issuances, net debt borrowings of ~~$62~~$132 million, as further discussed below, repurchased $354 million of our common stock, distributed ~~$155~~$220 million to noncontrolling interest owners, and paid ~~$75~~$76 million in dividends to our shareholders. In comparison, in the prior year period, we repaid net debt of ~~$490~~$221 million, had net proceeds from MGP’s issuance of Class A shares of ~~$613~~$700 million, repurchased ~~$282~~$639 million of our common stock, distributed ~~$102~~$172 million to noncontrolling interest owners, and paid ~~$138~~$205 million in dividends to our shareholders.

During the ~~six~~nine months ended ~~June~~September 30, 2020, we had net proceeds from the incurrence of the bridge loan facility in connection with the MGP BREIT Venture Transaction of $1.3 billion and net debt borrowings of ~~$62~~$132 million, which consisted of our net borrowings of $550 million on our senior credit facility, our issuance of $750 million of 6.75% senior notes, the Operating Partnership’s issuance of $800 million of 4.625% senior notes, and MGM China’s issuance of $500 million of 5.25% senior notes, partially offset by the tender of $750 million of our senior notes and corresponding $97 million of tender offer costs, the net repayment of ~~$184~~$13 million on MGM China’s credit facility, and the net repayment of ~~$1.5~~$1.6 billion on the Operating Partnership's senior credit facility consisting of the repayment of $1.3 billion of its term loan B facility in full using the proceeds ~~from~~of the $1.3 billion bridge loan facility, which was then assumed by the MGP BREIT Venture the repayment of its $399 million term loan A facility in full using the net proceeds from MGP’s settlement of forward equity agreements, ~~and the proceeds from the Operating Partnership’s issuance~~offset by a net draw of ~~$800~~$100 million ~~of 4.625% senior notes.~~on its revolving credit facility.

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

In May 2020, we issued $750 million in aggregate principal amount of 6.750% senior notes due 2025. The proceeds were used to further increase our liquidity position.

In June 2020, the Operating Partnership issued $800 million in aggregate principal amount of 4.625% senior notes due 2025. The proceeds were used to repay borrowings on the Operating Partnership’s senior credit facility, ~~discussed above.~~which were used to fund the redemption of $700 million of Operating Partnership units by the Operating Partnership for cash.

In June 2020, MGM China issued $500 million in aggregate principal amount of 5.25% senior notes due 2025. The proceeds were used to partially repay amounts outstanding under the MGM China credit facility and for general corporate purposes.

During the ~~six~~nine months ended ~~June~~September 30, 2019, we repaid net debt of ~~$490~~$221 million which consisted of the repayment of our $850 million 8.625% notes due 2019, the ~~Operating Partnership’s issuance~~repayment of ~~$750~~an aggregate $872 million ~~5.75%~~of our senior notes ~~due 2027, $310 million of net borrowings on our senior credit facility, $231 million~~pursuant to cash tender offers, $1.7 billion of net repayments on ~~our~~the previous MGM China ~~revolving~~senior secured credit facility, and ~~term loan facilities, and $559~~$567 million of net repayments on the Operating Partnership’s senior credit facility, partially offset by our issuance of $1.0 billion of senior notes, the Operating Partnership’s issuance of $750 million of senior notes, MGM China’s issuance of $1.5 billion of senior notes, and $510 million of net borrowings on our senior credit facility. Additionally, in April 2019, we issued $1.0 billion in aggregate principal amount of 5.50% senior notes due 2027. We used the net proceeds from the offering to fund the purchase of $639 million in aggregate principal amount of our outstanding 6.75% senior notes due 2020 and $233 million in aggregate principal amount of our outstanding 5.25% senior notes due 2020 through our cash tender offers. In May 2019, MGM China issued $750 million in aggregate principal amount of 5.375% senior notes due 2024 and $750 million in aggregate principal amount of 5.875% senior notes due 2026 and used the proceeds to permanently repay approximately $1.0 billion on its term loan facility with the remainder used to pay down its revolving credit facility. In August 2019, MGM China entered into a new $1.25 billion senior unsecured revolving credit facility, on which it drew $776 million and used the proceeds to fully repay the borrowings outstanding under its previous senior secured credit facility. .The proceeds from the Operating Partnership’s issuance of $750 million 5.75% senior notes due 2027 along with the proceeds from MGP’s Class A share issuance were primarily used to finance MGP’s acquisition of the real property associated with Empire City, finance the Park MGM transaction, and repay amounts drawn under the Operating Partnership’s revolving credit facility. The draws under our senior credit facility were primarily used to repay our senior notes due 2019, partially finance our acquisition of Empire City, pay dividends, and repurchase shares of our common stock. Additionally, we paid $63 million of debt issuance costs related to the issuance of the Operating Partnership’s senior notes, our senior notes, and MGM China’s senior notes.

Dividends, Distributions to Noncontrolling Interest Owners and Share Repurchases

During the ~~six~~nine months ended ~~June~~September 30, 2020, we repurchased and retired $354 million of our common stock pursuant to our current $2.0 billion stock repurchase plan. During the ~~six~~nine months ended ~~June~~September 30, 2019, we repurchased and retired ~~$282~~$639 million of our common stock pursuant to our $2.0 billion stock repurchase plan. The remaining availability under our $2.0 billion stock repurchase program was approximately $4 million as of ~~June~~September 30, 2020, and the remaining availability under the $3.0 billion stock repurchase program was $3.0 billion as of ~~June~~September 30, 2020.

In March 2020, we paid a dividend of $0.15 per share, and in June 2020 and September 2020, we paid ~~a dividend~~dividends of $0.0025 per share, totaling ~~$75~~$76 million paid during the ~~six~~nine months ended ~~June~~September 30, 2020. In March 2019, June 2019 and ~~June~~September 2019, we paid dividends of $0.13 per share, totaling ~~$138~~$205 million paid during the ~~six~~nine months ended ~~June~~September 30, 2019.

In June 2020, MGM China paid the final dividend for 2019 of $41 million, of which we received $23 million and noncontrolling interests received $18 million. In June 2019, MGM China paid the final dividend for 2018 of $16 million, of which we received $9 million and noncontrolling interests received $7 million.In August 2019, MGM China paid an interim dividend for 2019 of $46 million, of which we received $25 million and noncontrolling interests received $20 million.

The Operating Partnership paid the following distributions to its partnership unit holders during the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019:

~~Anticipated uses of cash.~~We require a certain amount of cash on hand to operate our resorts. In addition to required cash on hand for operations, we utilize corporate cash management procedures to minimize the amount of cash held on hand or in banks. Funds are swept from the accounts at most of our domestic resorts daily into central bank accounts, and excess funds are invested overnight or are used to repay amounts drawn under our revolving credit facility. In addition, from time to time we may use excess funds to repurchase our outstanding debt and equity securities subject to limitations in our revolving credit facility and Delaware law, as applicable. We have significant outstanding debt, interest payments, rent payments, and contractual obligations in addition to planned capital expenditures.

As previously discussed, the spread of COVID-19 and developments surrounding the global pandemic ~~has caused, and is continuing to cause, significant economic disruption both globally and in the United States, and has~~have had, and we expect will continue to have, a significant impact on our business, ~~financial condition and~~ results of ~~operations. While~~operations, and financial conditions. During this time, we ~~believe~~have remained committed to managing our ~~strong~~expenses to strengthen our liquidity position, valuable unencumbered assets and aggressive cost reduction and cash conservation initiatives will enable us to fund our current obligations for the foreseeable future, COVID-19 has resulted in significant disruptionposition. As of global financial markets, which could have a negative impact on our ability to access capital in the future. We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to further adjust our operating plan, including when and howSeptember 30, 2020, we are able to re-open our remaining properties and whether we will be required or it will be advisable to close any of our re-opened properties. Because the situation is ongoing, and because the duration and severity remain unclear, it is difficult to forecast any impacts on our future results and such impacts could be material.

~~We held~~had cash and cash equivalents of ~~$4.8~~$4.6 billion, ~~at June 30, 2020,~~ of which MGM China held ~~$294~~$396 million and the Operating Partnership held ~~$726~~$655 million. In addition to our cash and cash equivalent balance, we have significant real estate assets and other ~~holdings. We~~holdings: we own MGM Springfield, ~~and~~ a 50% interest in CityCenter in Las Vegas, an approximate 56% interest in MGM China, and a 56.7% economic interest in MGP. We have also entered into an agreement with MGP to ~~receive~~redeem for cash for up to $1.4 billion of MGP’s operating partnership units held by us, ofunder which we have $700 million remaining.

At ~~June~~September 30, 2020, we had ~~$11.4~~$11.5 billion in principal amount of indebtedness, including $550 million outstanding under our $1.5 billion revolving credit facility, ~~$200~~$100 million outstanding under the $1.35 billion Operating Partnership revolving credit facility, and ~~$484~~$654 million outstanding under the $1.25 billion MGM China revolving credit facility. No amounts were drawn on the $400 million MGM China second revolving credit facility. We have no debt maturing prior to 2022. Subsequent to September 30, 2020, in October 2020, we issued $750 million in aggregate principal amount of 4.75% senior notes due 2028. The proceeds will be used for general corporate purposes, which included repaying the $550 million outstanding under our senior credit facility in full.

~~While our properties return to previous levels and pricing and while certain of our domestic properties are closed, we still face significant fixed and variable costs.~~ We have ~~engaged in aggressive efforts to reduce operating expenses during this time and as we re-open and ramp, variable costs will return to closely match demand. We have also reduced~~ planned capital expenditures expected over the remainder of the year toof approximately ~~$120~~$60 million to ~~$140~~$70 million domestically and approximately ~~$85~~$35 million to ~~$105~~$45 million at MGM China. We also plan to invest approximately ~~$170~~$145 million in our venture, ~~Roar Digital,~~BetMGM, LLC, over the next twelve months. As of ~~June~~September 30, 2020, our expected cash interest payments over the next twelve months are approximately ~~$330~~$335 million to ~~$335~~$340 million, excluding MGP and MGM China, and approximately ~~$665~~$680 million to ~~$675~~$690 million on a consolidated basis. We are also required as of September 30, 2020 to make annual rent payments of $828 million under the master lease with MGP, ~~or $493 million net of expected distributions of $335 million from MGP based on MGP’s current annualized dividend rate of $1.95 per share and our 56.7% economic ownership,~~ annual rent payments of $245 million under the lease with Bellagio BREIT Venture, ~~or $237 million net of expected distributions of $8 million from the venture,~~ and annual rent payments of $292 million under the lease with MGP BREIT Venture, which leases are also subject to annual escalators.

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

Additionally, due to the continued impact of the COVID-19 pandemic, in April 2020, MGM China entered into ~~a further~~an amendment to its credit agreement, ~~effective April 9, 2020 that~~which provided for a waiver of its maximum leverage ratio ~~extending~~ through the second quarter of 2021, and a waiver of its minimum interest coverage ratio beginning in the second quarter of 2020 through the second quarter of 2021.In October 2020, MGM China further amended its credit agreement to provide for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2021. Also, in October 2020, MGM China entered into an amendment of its second credit facility which provided for a waiver of its maximum leverage ratio and its minimum interest coverage ratio through the fourth quarter of 2021.

In ~~July~~October 2020, the Operating Partnership paid $148 million of distributions to its partnership unit holders, of which we received $84 million and MGP received $64 million, which MGP concurrently paid as a dividend to its Class A shareholders.

On ~~July 30,~~October 29, 2020, our Board of Directors approved a quarterly dividend of $0.0025 per share. The dividend will be payable on ~~September~~December 15, 2020 to holders of record on ~~September~~December 10, 2020. Future determinations regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our results of operations, financial condition, and other factors that our Board of Directors may deem relevant.

As previously discussed, the COVID-19 pandemic has caused, and is continuing to cause, significant economic disruption both globally and in the United States, and will continue to impact our business, financial condition and results of operations. We cannot predict the degree, or duration, to which our operations will be affected by the COVID-19 outbreak, and the effects could be material. While we believe our strong liquidity position, valuable real estate assets and aggressive cost reduction initiatives will enable us to fund our current obligations for the foreseeable future, COVID-19 has resulted in significant disruption of global financial markets, which could have a negative impact on our ability to access capital in the future. We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to further adjust our operating plan, including the implementation or extension of new or existing restrictions, which may include the reinstatement of stay-at-home orders in the jurisdictions in which we operate or additional restrictions on travel and/or our business operations. Because the situation is ongoing, and because the duration and severity remain unclear, it is difficult to forecast any impacts on our future results.

A complete discussion of our critical accounting policies and estimates is included in our Form 10-K for the fiscal year ended December 31, 2019. There have been no significant changes in our critical accounting policies and estimates since year end.

In response to the COVID-19 pandemic and the corresponding significant economic and operational disruption discussed elsewhere, we considered whether circumstances triggered a quantitative review of our goodwill and indefinite-lived intangible assets. We considered the results of our 2019 impairment analysis in which we concluded, for those tested qualitatively, that it was more likely than not that the fair values of our reporting units and indefinite-lived intangibles exceeded their carrying values by a substantial margin and, for those tested quantitatively, that the fair value exceeded carrying value by a substantial margin. We also considered our current market capitalization which indicates a decline in fair values since the 2019 impairment analysis, however, the carrying values of our reporting units continue to be less than the corresponding implied fair values. As of ~~June~~September 30, 2020, we continue to conclude that it is more-likely-than-not that the fair values continue to exceed carrying values and, accordingly, an interim quantitative impairment review of our goodwill and indefinite-lived intangible assets was not triggered.

However, management makes significant judgments and estimates as part of these analyses. If our properties operations do not return to normal operations in the forecasted time period, or if such properties will be required to close again due to the COVID-19 pandemic, it could cause carrying values of the intangibles to exceed their fair values in future periods, potentially resulting in an impairment charge. In addition, the determination of multiples, capitalization rates and the discount rates used in the impairment tests are highly judgmental and dependent in large part on expectations of future market conditions.

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

As of ~~June~~September 30, 2020, variable rate borrowings represented approximately 9%10% of our total borrowings after giving effect on the Operating Partnership’s borrowings for the currently effective interest rate swap agreements on which the Operating Partnership pays a weighted average of 1.821% on a total notional amount of $1.9 billion. Additionally, the Operating Partnership has $900 million of notional amount of forward starting swaps that are not currently effective. The following table provides additional information about our gross long-term debt subject to changes in interest rates excluding the effect of the Operating Partnership interest rate swaps discussed above:

																				Fair Value																					Fair Value
	Debt maturing in																			June 30,		Debt maturing in																			September 30,
	2020		2021		2022			2023			2024			Thereafter			Total			2020		2020		2021		2022			2023			2024			Thereafter			Total			2020
	(In millions)																					(In millions)
Fixed-rate	$	—	$	—	$	1,000		$	1,250		$	1,800		$	6,150		$	10,200		$	10,162	$	—	$	—	$	1,000		$	1,250		$	1,800		$	6,151		$	10,201		$	10,556
Average interest rate	N/A		N/A			7.8	%		6.0	%		5.5	%		5.4	%		5.7	%			N/A		N/A			7.8	%		6.0	%		5.5	%		5.4	%		5.7	%
Variable rate	$	—	$	—	$	—		$	200		$	484		$	550		$	1,234		$	1,234	$	—	$	—	$	—		$	100		$	654		$	550		$	1,304		$	1,304
Average interest rate	N/A		N/A		N/A				2.4	%		3.3	%		2.8	%		2.9	%			N/A		N/A		N/A				1.9	%		3.2	%		2.8	%		2.9	%

In addition to the risk associated with our variable interest rate debt, we are also exposed to risks related to changes in foreign currency exchange rates, mainly related to MGM China and to our operations at MGM Macau and MGM Cotai. While recent fluctuations in exchange rates have not been significant, potential changes in policy by governments or fluctuations in the economies of the United States, China, Macau or Hong Kong could cause variability in these exchange rates. We cannot assure you that the Hong Kong dollar will continue to be pegged to the U.S. dollar or the current peg rate for the Hong Kong dollar will remain at the same level. The possible changes to the peg of the Hong Kong dollar may result in severe fluctuations in the exchange rate thereof. For U.S. dollar denominated debt incurred by MGM China, fluctuations in the exchange rates of the Hong Kong dollar in relation to the U.S. dollar could have adverse effects on our financial position and results of operations. As of ~~June~~September 30, 2020, a 1% weakening of the Hong Kong dollar (the functional currency of MGM China) to the U.S. dollar would result in a foreign currency transaction loss of $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 the impact of COVID-19 on our business, our ~~estimated cash outflows, our~~ ability to reduce expenses and otherwise maintain our liquidity position during the pandemic, our ability to generate significant cash flow and execute on ongoing and future ~~projects,~~strategic initiatives, including the development of an integrated resort in Japan and investments we make in sports betting and iGaming, amounts we will spend inon capital expenditures and investments, our expectations with respect to future share repurchases and cash dividends on our common stock, dividends and distributions we will receive from MGM China, the Operating Partnership or CityCenter, our ability to deliver on our MGM 2020 Plan, any benefits we expect to ~~qualify for and recognize pursuant to~~receive from the CARES Act, 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 defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) were effective as of ~~June~~September 30, 2020 to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and regulations and to provide that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures. This conclusion is based on an evaluation as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act conducted under the supervision and participation of the principal executive officer and principal financial officer along with company management.

~~During~~We substantially completed the ~~quarter~~implementation of our new Enterprise Resource Planning system during the three months ended ~~June~~September 30, ~~2020, there~~2020. In connection with this implementation, we have updated certain control processes that were noimpacted. As additional transformation activities occur, we will continue to monitor and evaluate our internal control over financial reporting. There have not been any other changes in our internal control over financial reporting during the three months ended September 30, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have commenced finance modernization initiatives to implement new accounting systems, which are expected to improve the efficiency of certain business processes. We will continue to monitor and evaluate our internal control over financial reporting throughout the transformation.

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

In connection with the mediation of these matters, we and law firms representing plaintiffs in the majority of pending matters and purporting to represent substantially all claimants known to us (collectively, the “Claimants”) have entered into a settlement agreement (the “Settlement Agreement”) whereby, subject to the satisfaction of certain monetary and non-monetary conditions, our insurance carriers will deposit funds into a settlement fund covering participating claimants. Claimants had to elect whether to participate in the ~~plaintiffs~~settlement. Substantially all claimants did elect to participate in the settlement, and ~~certain other cases~~ that ~~emerged or were filed prior~~election is final. The Nevada court issued an order of good faith settlement determination with respect to ~~October 1, 2019. Pursuant to the terms of~~ the Settlement Agreement on September 30, 2020. The deadline for appeals to that decision was October 30, 2020. No such appeals have been filed. That determination was the ~~total amount placed~~last step, prior to funding, in the ~~fund could range between $735 million~~settlement process. As a result, we and our insurance carriers expect to deposit $800 million ~~subject to and depending on obtaining~~by November 13, 2020 into a ~~minimum level of participation with escalators based on greater participation increasing~~settlement fund covering the amount payable up to $800 million in the event of 100% participation by certain categories of claimants, as defined in the Settlement Agreement. Plaintiffs’ counsel have represented to us that they believe they have obtained 100% participation of the categories defined inplaintiffs who opted into the Settlement Agreement, ~~such that the settlement amount is expected to be $800 million. The settlement amount is being reviewed by claims administrators. We~~which we have accrued, and of which $751 million of insurance coverage available to fund the settlement. Following the mediation a few additional lawsuits were filed against us and/or certain of our subsidiaries. While it is possible that these lawsuits may be resolved as part of the Settlement Agreement, no assurances can be made that they will be. Although we continue to believe we are not legally responsible for the perpetrator’s criminal acts, in the interest of avoiding protracted litigation and the related impact on the community, we believed it was in the best interests of all parties involved to negotiate and enter into the Settlement Agreement. As a result of the foregoing, we believe that it is probable a loss will be ~~incurred and,~~funded by ours insurers, recorded as ~~of June 30, 2020, we accrued a liability of $800 million. In addition, we recorded~~ an insurance receivable, ~~of $751 million. The difference of~~and $49 million ~~between the liability and insurance receivable was recorded as an expense~~will be funded by us, reflected within “Corporate expense” on the accompanying consolidated statements of operations for the ~~three and six~~nine months ended ~~June~~September 30, 2020.

While we intend for substantially all claimants to be covered by the Settlement Agreement, it remains possible that certain lawsuits may not be resolved by the settlement.

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

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

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

The global COVID-19 pandemic has materially impacted our business, financial results and liquidity, and such impact could worsen and last for an unknown period of time. The global spread of the COVID-19 pandemic has been, and continues to be, complex and rapidly evolving, with governments, public institutions and other organizations imposing or recommending, and businesses and individuals implementing, restrictions on various activities or other actions to combat its spread, such as restrictions and bans on travel or transportation, stay-at-home directives, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, cancellation of events, including sporting events, concerts, conferences and meetings, and quarantines and lock-downs.

The pandemic and its consequences have dramatically reduced travel and demand for hotel rooms and other casino resort amenities, which has had a negative impact on our results for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and which we expect to impact results for the quarter ending ~~September 30,~~December 31, 2020 and potentially thereafter as a result of the continued increased geographic spread of the pandemic. In particular, although all of our properties have now re-opened as of the date of this filing, all of our properties were required to close for some ~~period~~periods of time during the first ~~six~~nine months of 2020 pursuant to various state and local government regulations, which had a negative impact on our results of operations during this period. Our properties are currently operating without certain amenities and subject to certain occupancy limitations, and we are unable to predict the length of time it will take for the re-opened properties to return to normal operations or if such properties will be required to close again due to the COVID-19 pandemic. See “—Although all of our properties have ~~remained closed.~~ re-opened to the public, they are operating without certain amenities and subject to certain occupancy limitations, and we are unable to predict the length of time it will take for the re-opened properties to return to normal operations or if such properties will be required to close again due to the COVID-19 pandemic.”

Our properties in Macau resumed operations on February 20, 2020, and effective July 15, 2020 travelers from Macau to Guangdong province are exempted from a 14-day medical observation if they test negative for COVID-19 within seven days prior to the departure and obtain appropriate health declarations from the Macau and Guangdong government health agencies; however, the properties are still subject to social distancing measures, including limitations on the number of tables allowed to operate, ~~and~~ the number of seats available at each table and slot machine spacing, and effective July 15, 2020 guests entering casinos are required to provide negative COVID-19 test results and the appropriate health declaration from the Macau government health agency. ~~In addition,~~The IVS that permits mainland Chinese residents to travel from Guangdong to Macau resumed on August 26, 2020 and approval for travel from other provinces resumed on September 23, 2020. However, several travel and entry restrictions in Macau, Hong Kong and ~~certain cities and regions in~~ mainland China remain in place (including the temporary suspension of ~~the visa scheme, the temporary suspension of~~ ferry services ~~and other modes of transportation,~~from Hong Kong to Macau, and bans on entry or ~~enhanced~~ quarantine ~~requirements)~~requirements for visitors that have been to certain countries as well as Hong Kong or Taiwan in the 14 days prior to arriving in Macau), which may significantly ~~impacting~~impact visitation to our Macau properties ~~which~~and continue to have a material impact on MGM China’s results of operations.

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

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

Although ~~most~~all of our properties have re-opened to the public, ~~with limited~~they are operating without certain amenities and ~~others are expected~~subject to ~~re-open in the near term,~~certain occupancy limitations, and we are unable to predict ~~when the remaining properties will re-open,~~ the length of time it will take for the re-opened properties to return to normal operations or if such properties will be required to close again due to the COVID-19 pandemic. As of the date of this filing, ~~most~~all of our ~~domestic~~ properties have re-opened to the public, ~~with limited~~but are operating without certain amenities ~~although~~and subject to certain ofoccupancy limitations. Accordingly, although our properties ~~remain closed due to the pandemic. Accordingly, certain of our properties are effectively generating no revenue and those properties that~~ have re-opened, they are generating revenues that are significantly lower than historical results. In addition, ~~while certain properties have been able to re-open, such~~our properties may be subject to temporary, complete or partial shutdowns in the future due to COVID-19 related concerns. We have also implemented certain measures to mitigate the spread of COVID-19, including limits on the number of gaming tables allowed to operate and on the number of seats at each table game, as well as slot machine spacing, temperature checks, mask protection, limitations on restaurant capacity, entertainment events and conventions and other measures to enforce social distancing. While we

~~have~~ engaged in aggressive cost reduction efforts to minimize cash outflows while ~~certain of~~ our properties ~~remain~~were closed, and ~~others are operating with limited amenities,~~have continued to engage in such efforts as our properties have re-opened, we still have significant fixed and variable expenses, which will adversely affect our profitability. In addition, we have seen, and continue to expect to see, weakened demand at our properties as a result of continued domestic and international travel restrictions or warnings, restrictions on amenity use, such as gaming, restaurant and pool capacity limitations, consumer fears and reduced consumer discretionary spending, general economic uncertainty and increased rates of unemployment. In light of the foregoing, we are unable to determine when our properties will return to pre-pandemic demand or pricing, but ~~we expect that~~ the impact will have a material impact on our consolidated results of operations during 2020 and potentially thereafter.

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

Current and future economic, capital and credit market conditions could adversely affect our ability to service our substantial indebtedness and significant financial commitments, including the fixed components of our rent payments, and to make planned expenditures. Our ability to make payments on our substantial indebtedness and significant financial commitments, including the rent payments under our leases, and to fund planned or committed capital expenditures and other investments depends on our ability to generate cash flow, receive distributions from our unconsolidated affiliates (including CityCenter) and subsidiaries (including MGM China and the Operating Partnership), borrow under our senior credit facility or incur new indebtedness. The COVID-19 pandemic has resulted in significant deterioration to regional, national and international economic conditions, which has resulted in substantial declines in our revenues from our operations and expected distributions from our unconsolidated affiliates and subsidiaries, and which has also significantly impacted the value of our common stock, which may reduce our ability to access capital.

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

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

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

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.)

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

Class		Outstanding at ~~July~~October 30, 2020
Common Stock, $0.01 par value		~~493,281,168~~493,939,099 shares


		Page
PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets at ~~June~~September 30, 2020 and December 31, 2019	1
	Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and ~~June~~September 30, 2019	2
	Consolidated Statements of Comprehensive Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and ~~June~~September 30, 2019	3
	Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and ~~June~~September 30, 2019	4
	Consolidated Statements of Stockholders’ Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and ~~June~~September 30, 2019	5
	Condensed Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44
PART II.	OTHER INFORMATION	45
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 6.	Exhibits	48
SIGNATURES		49

~~4.1~~	Eighth Supplemental Indenture, dated May 4, 2020, among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the 6.750% senior notes due 2025 (incorporated by reference to Exhibit 4.1 of MGM Resorts International’s Current Report on Form 8-K filed with the Commission on May 4, 2020).
~~4.2~~	Indenture, dated as of June 5, 2020, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on June 5, 2020).
~~4.3~~	Indenture governing the 5.25% senior notes due 2025, dated as of June 18. 2020, between MGM China Holdings Limited and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of MGM Resorts International’s Current Report on Form 8-K filed with the Commission on June 22, 2020).
10.1	~~First Amendment to Credit~~Employment Agreement, ~~dated~~effective as of ~~April~~July 29, ~~2020, among the Company, Bank of America, N.A., as administrative agent, and certain lenders party thereto.~~
~~10.2~~	~~Revolving Credit Facility Agreement, dated May 26,~~ 2020, by and ~~among MGM China Holdings Limited~~between the Company and ~~certain Lenders party thereto~~William Hornbuckle (incorporated by reference to Exhibit 10.1 of MGM Resorts International’s Current Report on Form 8-K filed with the Commission on ~~May 29,~~July 31, 2020).
~~10.3~~	~~Amendment Letter to Revolving Credit Facility Agreement, effective April 9, 2020, by and among MGM China Holdings Limited and certain Arrangers and Lenders Party thereto.~~
22	Subsidiary Guarantors.
31.1	Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
31.2	Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	The cover page from this Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2020, has been formatted in Inline XBRL.


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


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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

Las Vegas Strip Resorts
Bellagio	June 4, 2020
MGM Grand Las Vegas	June 4, 2020
New York-New York	June 4, 2020
Excalibur	June 11, 2020
Luxor	June 25, 2020
Mandalay Bay	July 1, 2020
The Mirage	~~Remains closed~~August 27, 2020
Park MGM	~~Remains closed~~September 30, 2020
Regional Operations
Gold Strike	May 25, 2020
Beau Rivage	June 1, 2020
MGM Northfield Park	June 20, 2020
MGM National Harbor	June 29, 2020
MGM Springfield	July 13, 2020
Borgata	July 26, 2020
MGM Grand Detroit	~~Remains closed~~August 7, 2020
Empire City	~~Remains closed~~September 21, 2020

	MGM Resorts International
Date: ~~August~~November 3, 2020	By:	/s/ WILLIAM J. HORNBUCKLE
		William J. Hornbuckle
		Chief Executive Officer and President (Principal Executive Officer)

Date: ~~August~~November 3, 2020		/s/ COREY I. SANDERS
		Corey I. Sanders
		Chief Financial Officer and Treasurer (Principal Financial Officer)