MGMMGM Resorts

We understand that you use Adjusted EBITDAR as a valuation measure. Please tell us why you believe it is appropriate to present this measure on a comparable basis. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

The Company presents Adjusted EBITDAR on a consistent and comparable basis for all periods presented solely as a supplemental disclosure to reported GAAP measures that the Company believes is widely used as a principal basis for the valuation of gaming companies by analysts, lenders, financial institutions, investors, the Company and its peers, and because presenting Adjusted EBITDAR on a comparable basis assists such analysts, investors and others to understand changes in the Company’s value over time as evidenced by comparative Adjusted EBITDAR presentations included by analysts within

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certain research reports.

Adjusted EBITDAR provides useful information to analysts, lenders, financial institutions, and investors when valuing the Company, as well as comparing the Company’s valuation to other gaming companies, without regard to differences in capital structure and leasing arrangements, since Adjusted EBITDAR eliminates the effects of triple net operating leases and ground leases and the capital structures of other gaming companies may or may not include triple net operating leases or ground leases. Adjusted EBITDAR is also commonly used by operating companies in other industries where there is significant variability in the way that capital assets are financed, such as airline operators and nursing home operators. Adjusted EBITDAR is an especially important valuation metric for the Company because a majority of the Company’s properties are subject to triple net lease arrangements. Since the Company has financed (and may finance in the future) a significant majority of its real estate through triple net leases, investors and analysts value the Company’s enterprise by utilizing a multiple which is applied to the estimated rental payments specific to the Company’s triple net leases with its landlords, which is then added to the Company’s net debt and market capitalization. The sum is then divided by Adjusted EBITDAR to arrive at the Company’s enterprise value multiple.

Disclosing Adjusted EBITDAR on a consistent and comparable basis for all periods presented serves an important purpose in helping investors and analysts value the Company’s present business, which importantly includes understanding the changes in the Company’s value over time in much the same way that presenting comparative balance sheets allow investors and analysts to understand changes in the Company’s financial position over time. To provide further management discussion and analysis around the changes in what constitutes Adjusted EBITDAR, the Company discloses and analyzes the changes in the underlying Adjusted Property EBITDAR (the Company’s primary profit measure for its reportable segments) which aggregate to the consolidated Adjusted EBITDAR and reconciles such amounts to net income for all periods presented.

If there are additional comments or questions, please do not hesitate to contact the undersigned at (212) 530-5022.

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We note your presentation of Adjusted EBITDAR and that management uses Adjusted Property EBITDAR as the primary profit measure for your reportable segments. Please note the presentation of the total segment profit or loss measure in any context other than the ASC 280 required reconciliation in the footnote is considered a presentation of a non- GAAP financial measure.

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In future filings, please revise your presentation accordingly. Refer to Question 104.04 of the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures.

In future filings, the Company will revise its presentation of Adjusted EBITDAR to remove the subtotal of its reportable segments’ Adjusted Property EBITDAR. Read in the reply ↗

We note your response to comment 1. In future filings, please limit your presentation of Adjusted EBITDAR to the most current period presented.

In future filings, the Company will revise its presentation of Adjusted EBITDAR to present an Adjusted EBITDAR total only for the most current period.

If there are additional comments or questions, please do not hesitate to contact the undersigned at (212) 530-5022. Read in the reply ↗