Thanks, Chad. This call is being broadcast live on the Internet at investors.mgmresorts.com and we have also furnished our press release on Form 8-K to the SEC. On this call, we will make forward-looking statements under the Safe Harbor provisions of the federal securities laws. Actual results may differ materially from those contemplated in these statements. Additional information concerning factors that could cause actual results to differ from these forward-looking statements is contained in today's press release and in our periodic filings with the SEC. Except as required by law, we undertake no obligation to update these statements as a result of new information or otherwise. During the call, we'll also discuss non-GAAP financial measures, in talking about our performance. You can find the reconciliation to GAAP financial measures in our press release and investor presentation, which are available on our website. Finally, this presentation is being recorded. I will now turn it over to Bill Hornbuckle.

Thank you, Cathy, and thank you all for joining us today. Over the past few months, we've had the honor and the privilege of welcoming back guests to our properties at a remarkable pace, both in Las Vegas and our regional markets. It's been rewarding to see our guests taking in all the world-class gaming and entertainment experiences that only MGM Resorts can provide. And it's been equally gratifying to witness the tremendous effort of our employees, delivering these experiences. We have an amazing team of people here at MGM Resorts, the best in the business. And so, I'd like to take this time to thank them today for their hard work and dedication to our company and our guests, especially over the last 18 months. I can't say enough how critically important they have been and will continue to be to our success, as we carry out our vision to be the world's premier gaming and entertainment company. In fact, investing in our people and our planet is the foundation upon which we've built our strategic plan for the company's long-term vision. Our strategic plan consists of the following four priorities: investing in our people and our planet, providing unique experiences for our guests by leveraging data-driven customer insights and digital capabilities, delivering operational excellence at every level, and allocating our capital responsibly to drive the highest returns for our shareholders. In driving our vision, we have long discussed our goals of simplifying our corporate structure and monetizing our real estate premium valuations to become asset light. We've been busy on this front, and over the past 90 days, we've meaningfully advanced this strategy. In May, we announced an agreement to sell and leaseback MGM Springfield, underlying real estate to MGM Growth Properties. We followed that news in July with an agreement to purchase Infinity World's 50% interest in CityCenter and then to subsequently sell and leaseback the underlying real estate to Blackstone at an unprecedented cap rate for gaming assets. And we're very excited to become the full owners of Aria and Vdara operations soon. I'd also like to take this time to thank Bill Grounds from Infinity World, who has on the heels of this transaction stepped down from MGM's Board after serving us since 2013. He's been a great partner for many years and we wish him the very best in the future. And finally, as you know, we have spent significant time and effort working on the best solutions for our stated goal of de-consolidating MGP and this morning, we are pleased to announce a comprehensive transaction with VICI and MGP to monetize the majority of our operating partnership units for approximately $4.4 billion in cash at a multiple that's among the strongest in all gaming real estate transactions to date. This is a great win for MGM and MGP and we're excited by our new long-term partnership with VICI. Again, I'm incredibly proud of our finance, operations, and legal teams, who have been accomplishing an astonishing amount in a short order to get these transactions across the finish line. Combining these transactions grants us greater financial flexibility, by the means of $11.6 billion in domestic liquidity and importantly, they allow us to intensify our focus on maximizing growth in our core business and pursuing opportunities that align to our long-term vision. In terms of such opportunities, we remain committed to our sports betting and iGaming joint venture, BetMGM, which continues to impress. Having expanded its net revenues and its leadership position in the second quarter, BetMGM is the number two operator in the space nationwide and in the second quarter, it committed 24% share of its live markets. BetMGM remains a clear leader in iGaming having reached a 30% market share in the second quarter and we also continue to see the benefits of customer acquisition, cross-pollination between MGM and BetMGM. In the second quarter, 15% of BetMGM's new players came from MGM and 31% of MGM live sign-ups came from BetMGM. We will strategically invest in our digital capabilities and customer growth strategies, driving innovation and deeper customer loyalty throughout technology-led customer-centric experiences, products, and services. These efforts will be led by Tilak Mandadi, who we recently hired as our Chief Strategy Innovation and Technology Officer. Tilak is a visionary, a results-driven leader, who has spent several decades of experience at both Disney and American Express, where he led similar initiatives. Tilak will also be leading our relationship with BetMGM by joining its Board of Directors. He is another fantastic addition to our senior leadership team and complements the deep bench we've now built with recent additions of Jonathan, the CFO, and Jyoti Chopra, as our Chief People, Inclusion and Sustainability Officer, excuse me. I have no doubt that Tilak will be invaluable to the company's future. We will also increase our diversification into Asia through the footprint expansion in Macau and the integrated resort opportunity in Japan. As a matter of fact, we officially submitted our RFP as a sole bidder for the Osaka license a couple of weeks ago, which starts the clock on a three-month review process. We and our local partners, Orix, remain excited by the opportunity, which we expect will yield very attractive returns. We look forward to Osaka reviewing our proposal and hopefully, we are confident we'll ultimately be named Osaka's designee operator early this fall. And lastly, we continue to study key regional markets of significance, including commercial gaming licenses at Empire City in New York. Before I turn it over to Jonathan to delve into our second quarter results, I'd like to say a few words on our current business trends and our future outlook. We reported a great second quarter at our domestic properties driven by pent-up consumer demand and high domestic casino spend as well as our ability to yield our business and maintain our cost discipline efforts. In fact, we delivered all-time record margins in both Las Vegas and regional segments, as well as all-time record EBITDAR quarters at our regional properties. Further, 11 of our 17 domestic properties have all-time record quarters in slot gross win and that momentum continued into July with another record month that exceeded June. I can't tell you enough under these circumstances, how pleased and proud I am of our entire team. We have righted the ship, and we're going full steam ahead. In Las Vegas, our weekend volumes are back to normal driven by leisure and domestic casino customers with ADRs now surpassing 2019 levels. The weekday, while improving, continues to lag the weekends in the second quarter due to lower levels of group business. That being said, June kicked off a series of citywide events coming to town such as World of Concrete and Surfaces, and we anticipate a return of groups here in the third and fourth quarter. Feedback from meeting participants has been very positive. Our lead volumes in the year for the year production is now close to normal levels, which we expect will help midweek occupancy uplift in the back half of the year. We continue to believe that full convention business recovery will be post-2021 event, simplifying itself in the second half of 2022. And we remain pleased with how our '22 and '23 group calendar is shaping up as well as contract commitments for the future. In July, we relaunched entertainment with a great lineup of events that were met with overwhelming demand and now with the Allegiant Stadium hosting large-scale entertainment, we can now drive more meaningful compression, especially at the mid to south end of the strip. Consider the entertainment programming a few weekends ago, we had Garth Brooks at Allegiant Stadium, we had McGregor fight at T-Mobile and Bruno Mars at Park MGM, selling over 98,000 tickets within our properties distance situated to capture significant amounts of this foot traffic. While our conviction in the long-term viability of our business remains stronger than ever, the recent rising number of COVID cases and the subsequent actions taken by the CDC and local regulators and our reinstituted masks mandates here in Las Vegas of note is a reminder that the pandemic is not completely behind us. In Las Vegas, we continue to facilitate vaccinations among our employee base and have partnered with the Governor's Office to host multiple vaccination clinics, including one at T-Mobile arena, another on the strip at the park, and we're using the full weight of our business and resources as part of this effort, including significant incentive offers to both guests and employees, who get vaccinated or bring friends and family to get vaccinated. We've also invested in ongoing educational campaigns, as well as providing easy access to all three vaccines on pop-up clinics in all of our properties. In July, we implemented a mandatory COVID testing program for all of our Las Vegas employees, who have not proven proof of vaccination. We've taken the virus very seriously, and as always, the health and safety of our guests and employees is our top priority. At this time, it's too early to speak to any meaningful impact to our business, but we are monitoring the situation closely and will continue to proactively work safely to accommodate guests in our properties. July, as I mentioned before, was the best month this year and by far in terms of operating performance, we ultimately feel great about our long-term positioning in Las Vegas. The last few months have inevitably proven that the city remains resilient as a top destination for both business and specifically for tourism. Our regional properties, that I mentioned earlier, delivered their best quarter to date yet in terms of EBITDAR. We are encouraged by the stability of demand we saw at our properties, as restrictions further east into July, and I'm also pleased that our focus on cost and productivity across labor, player reinvestment, and other streamlined initiatives remain a key priority for our regional teams. And finally on Macau, in the second quarter, we delivered sequential improvements over the first and made a choppy GGR environment that remains well below pre-pandemic levels. Despite this, MGM China, given our strength in premium mass, continued to outperform our former position in the marketplace. We believe the rate of Macau's recovery will continue to hinge on broader sentiment, as we pace the vaccinations rollout throughout the regions, which will ultimately lead to sustainable easing of travel restrictions. With the Guangdong outbreak quickly contained, July was off to a better start, and we saw visitation and business volumes striking a pickup again. And while the region had felt some additional speed bumps in recent days with the government's expeditious efforts to contain the outbreak and border restrictions easing over time, we expect gradual growth demand for travel to Macau throughout the end of the second half of the year. We remain committed to elevating our footprint in Macau and will soon be increasing our upscale suite inventory. We have finalized the construction and fitting in the south tower suite of MGM Cotai and are pleased with the final product, which we believe will be well received by our premier mass clients. We are now in a soft opening in order to make final adjustments to our product and to achieve a level of service that meets our high quality standards. We expect to officially open later this month, and further, we completed the gaming space refresh in MGM Macau and are now looking at remodeling our villas. At both properties, we're enhancing our F&B options focused on the gaming floors, and over time, we have the ability to build out another hotel tower at MGM Cotai along with meaningful entertainment assets to diversify our offerings. I am confident in Macau's longer-term growth prospects and firmly believe our investment in premium product positions us well for a broader recovery. With that, I will turn this over to Jonathan to discuss our second quarter in more detail.

Thanks a lot, Bill. Let's first discuss our second quarter results. Our consolidated second quarter net revenues were $2.3 billion, significantly better sequentially over our first quarter results. Our net income attributable to MGM Resorts was $105 million and our second quarter adjusted EBITDAR improved sequentially to $617 million, once again heavily driven by our domestic operations. Our Las Vegas Strip net revenues in the second quarter were $1 billion, 31% below the second quarter of 2019 and 28% below excluding Circus Las Vegas, which was sold at the end of 2019. Despite the lower top line, we delivered far superior EBITDA results. Our second quarter adjusted property EBITDAR was $397 million, which is 5% below the second quarter of 2019 and just 1% lower excluding Circus Circus. Hold had a $6 million negative impact on our EBITDA this quarter. So, Hold-adjusted Strip EBITDAR in Las Vegas was $403 million. Our Strip margins improved almost 1100 basis points to an all-time record of 39.5% and this does not include the results of CityCenter, which generated $120 million of EBITDAR at a 46% margin. As Bill mentioned in his remarks, our margin improvement was driven by a combination of strong leisure and casino demand, continued cost control, and the operating leverage inherent in our business. Naturally, with limited convention business and entertainment, we are driving more visitation from customers that we know. And our second quarter casino room mix was 9 points above pre-COVID levels. Furthermore, our second quarter casino revenues were 15% above 2019 levels and contributed to 35% of our overall net revenues in the second quarter. This compares to roughly 22% in all of 2019. We're seeing particular strength in the slot customers. Our second quarter slot handle was 23% greater than that of the second quarter of 2019, on an apples-to-apples basis excluding Circus Circus. And for the first time since being impacted by COVID, we are now attracting the older 65-plus demographic to our Strip properties at levels commensurate with what we were seeing pre-pandemic. Our second quarter occupancy was 77%, an improvement from 46% in the first quarter with the weekends and weekdays at 94% and 70%, respectively. June occupancy was 83%, with weekends and weekdays at 96% and 79%, respectively. July occupancy was 86%, as pent-up leisure demand stabilizes longer term, we believe this will be offset by ramping group business, and I echo Bill's comments that we're very pleased with the current trajectory of that segment's rebound. I'll close on Las Vegas with some thoughts on margins. Longer term, we believe that the percent 40% margins we achieved this past quarter will stabilize a bit lower, as casino spend and overall business mix normalizes and also as we ramp up staffing to more sustainable levels in order to serve our guests more fully. However, I know that we have further upside and overall profit dollars, as our topline continues to rebound with group business and entertainment. Now onto our regional operations. Our second quarter regional net revenues of $856 million were aided by the continuing easing of statewide restrictions and were just 6% below that of the second quarter in 2019. We delivered adjusted property EBITDAR well over 2019 levels, 22% to be exact, to $318 million. Much like in Las Vegas, we're driving success in casino with second quarter casino revenues outpacing 2019 levels by 8%, primarily due to slots and our higher-end customer base. Our 50 to 64 age demographic, of which I'm a proud member, is now at 2019 levels and we're attracting more of the 65-plus age demographic. Our second quarter regional margin of 37% was also an all-time record, growing 855 basis points over the second quarter of 2019 and sequentially by 316 basis points over the first quarter. Our regional margin growth is a continued testament to all the great work that our teams have put into maximizing the effectiveness of our operating model and rethinking how we run our business. This ranges from marketing reinvestment, procurement, energy utilization to labor management and the breadth of our efforts gives me confidence that we will deliver on the $450 million of cost savings domestically, which we previously identified. Our margins in the regions will likely normalize a bit lower from second quarter levels longer term, as casino spend adjusts over time and as we reintroduce F&B and entertainment, especially in our destination markets. We also expect to right-size labor in the near term, which has certainly had a favorable impact on our margins, but it's also become a bottleneck in certain segments of our operations, negatively impacting our EBITDAR. Still, similar to Las Vegas, I know that we can achieve regional margins well above 2019 levels longer term. Our joint venture BetMGM is clearly the number one operator in U.S. iGaming and has solidified its number two position nationwide in U.S. sports betting and iGaming. Net revenues associated with BetMGM operations grew 19% sequentially from the first quarter to $194 million in the second quarter. This was driven by growth in both iGaming and online sports betting verticals as a result of increased customer acquisition and strong retention that yielded more first-time deposits and actives. These results are especially impressive during the quarter with arguably minimal exogenous catalysts. No major state launches, a seasonally low sports calendar, and a further reopening of brick-and-mortar casinos. Our share of BetMGM's losses in the second quarter amounted to $46 million, which is reported as part of the unconsolidated affiliates line of our adjusted EBITDA calculation. We remain excited about BetMGM's strong positioning in this fast-growing marketplace and both partners remain committed to its long-term success. Finally in Macau, market-wide GGR sequentially improved 7% in the second quarter, but still remains depressed at only 35% of second quarter 2019 levels. Nevertheless, as Bill mentioned earlier, MGM China outperformed the market with its GGR having recovered to 43% of pre-pandemic levels. MGM China's second quarter net revenues were $311 million, up slightly from the first quarter, adjusted property EBITDAR of $9 million also improved quarter-over-quarter from $5 million in the first quarter. Hold-adjusted EBITDAR was $13 million and 2.75% VIP win in the second quarter compared to 3.29% in the first quarter. Mass hold was also lower sequentially. Our second quarter corporate expense, excluding share-based compensation, was $90 million, which included $6.5 million in transaction costs. We expect that our quarterly net corporate expense will run a bit higher going forward, as we ramp our investments in IT, our digital offerings, and our IR efforts in Japan. In the near term, we also expect to incur incremental costs related to our recently announced transactions. We were active in share repurchases in the second quarter, having repurchased 5.6 million shares for $220 million. We believe our shares are attractively valued, and we've purchased an additional 6.8 million shares for $263 million in the third quarter through today, bringing us to $615 million of share repurchases year-to-date. Bill talked about our recent milestones and simplifying our story and becoming asset light. We sold MGM Springfield's underlying real estate to MGP for $400 million at a 13.3 times rent multiple or a 7.5% cap rate. We also transacted on CityCenter, effectuating a high watermark on the sale of real estate assets at an 18.1 times rent multiple or a 5.5% cap rate and acquiring ownership of 100% of the operations of Aria and Vdara at an implied multiple of 8.9 times based on CityCenter's 2019 adjusted EBITDA from the resort operations of $425 million. CityCenter Second Quarter Results demonstrate the premium quality of the property, the excellence of its management team, and its cash flow generating potential with adjusted EBITDA of $120 million, 13% above the second quarter of 2019 and with margins of 46%. And finally, we announced today the transaction with VICI, whereby we will receive $43 per unit or approximately $4.4 billion in cash for a majority of our MGP OP units. As part of the agreement, we will hold an approximately 1% stake in the newly combined company valued at nearly $400 million. We will enter into an amended and restated master lease with VICI with initial year's rent at $860 million. The transaction values MGP at an implied 17.5 times pro rata EBITDA multiple or a 5.8% cap rate. So it's been a busy and productive quarter. We expect to close on CityCenter by the end of the third quarter, on Springfield by the end of the year, and our transaction with VICI will likely take us into the first half of next year to close, and all of these transactions are subject to regulatory approvals. The end result is a cleaner, more focused company with a streamlined reporting structure and a stronger deployable cash position to maximize shareholder value and advance our vision to be the world's premier gaming entertainment company. As of June 30th, our liquidity position excluding MGM China and MGP was $6.5 billion and $11.6 billion adjusted for the aforementioned announcements. On last quarter's call, I highlighted our approach to capital allocation and it is certainly worth reiterating today. First, we'll maintain a strong balance sheet with adequate liquidity. Second, we will return cash to shareholders, which we have done convincingly thus far this year. We will continue to take a disciplined and programmatic approach to share repurchases for the balance of the year. And third, when assessing potential growth opportunities, we'll invest where we have clear advantages and we'll exercise discipline in measuring prospective returns for our shareholders. As we evaluate uses of our shareholders' capital over time, these priorities will act as a blueprint for our decision-making process. With that, I'll turn it back to Bill for his closing remarks.

Thanks, Jonathan. We're very pleased, obviously with all we've accomplished thus far this year. Our strategic actions together with the improving domestic backdrop, continued focus on operational excellence, and strong conviction in Macau's recovery position us very well for the future. There's a lot to be excited about when we think about our path on delivering our long-term vision. We remain focused, disciplined, and ultimately transparent. With that, we'll open to your questions. Thank you.

And our first question will come from Joe Greff with JPMorgan. Please go ahead.

I want to start off by talking about to you, Bill and Jonathan, what you just referred to as a sizable, deployable cash position. Obviously, you have Japan out there and that is not sort of a near-term thing and that's uncertain. You've been doing buybacks? Maybe you can talk a little bit about maybe where M&A is and how much of a front burner priority for you. And just in general discuss your M&A aspirations and how you look at M&A as achieving whatever goals you have - yet discussed, maybe at the internal executive level or the Board level? Thank you.

That's a simple question, Joe thank you. Look, Jonathan said it, I've said it you've heard us say it consistently. We are committed to becoming the premier gaming entertainment company in the world. We'd like to think we hold the key position in it already. We have expressed desires in digital, the obvious I must say our strategy doesn't refer and hinge simply on one other company. We are very excited by our JV with BetMGM and we continue to grow that we have a great working relationship with that and it's productive. Jonathan has already shared the company's position on share buybacks and we'll continue to look. But the good news is, I mean we've got six or nine months before these transactions close and time is our friend. And so, we're going to be disciplined about the approach.

Joe, it's Jonathan, I would only add that it is - it is such a dynamic environment right now, we are certainly all hands on deck as our operations continue to grow and recover here in the U.S. We do believe the shares are attractively valued right now, which is why we've been active in the market. We expect to continue to be so. But I really like our position in terms of our current liquidity and the expected liquidity with the transactions in Springfield and with Vici to be in a good position just with the way that things continue to change and we expect them to evolve over the next several months and years.

Great, thank you for that. Maybe you can just talk in some greater detail, both for the Las Vegas Strip and then the regional markets in general, labor challenges, finding people and then wage pressure is going? How much of the mismatch is there with – in the expense growth in the 2Q with the exit rate on the expenses in the margins different than it was for the full quarter given maybe a lag in operating expense pressure?

Yes, I'll turn this to Corey in a second, but just kick it off by saying, look I think I like the balance of the whole hospitality industry. We are suffering universally our share of labor shortages, some supply chain issues, they're not critical, but they are important. We've done everything we can. We've done incentives and other things to motivate people back to work. I think we all believe come the end of September, we'll hopefully see some increase in terms of people's willingness between the negotiations here, particularly with the legislature in Nevada unemployment hopefully weighing in some respects, but we've been managing through it and effectively. I think the team has done a really good job with it. It has hampered some midweek occupancies and - we have pushed up our business and therefore our ADRs and we've yielded effectively and so I think it's helped our margins. So Corey, I don't know if you want to pick it up from there.

Yes, what I would add Joe is, we've made a lot of headway over the last few weeks in finding the labor that we needed. As Bill mentioned, we have had some incentives. It's not going to be very material at all on the impact of our labor costs.

Great, thank you guys.

Thanks for taking my question. As you think about your timeline in Las Vegas in terms of getting back to 2019 levels, given the strength on the hotel side on week - particularly on weekends and your gaming market share right now. Can you help us think about how that's changed in terms of when you believe you can get back to pre-pandemic levels on a revenue or EBITDA basis? Thanks.

Corey?

Yes, Chad hi. The question has been asked in the last few quarters, when we think we'll get back to 90% and I think we're there and that has accelerated. I think when we get back to exact on 2019 levels will be when the convention business comes back in a pretty solid level. We're seeing some pretty positive bookings and trends in 2022, so it could be as early as the first or second quarter of 2022 that were at 2019 levels, especially on the non-gaming revenues.

I mean mid-week and really through the balance of this year, we're going to have about 1.2 million group room nights, give or take. Obviously, we're all watching COVID closely in the coming weeks here, but we've had very limited cancellations, we've actually had a couple of upticks interestingly. And so that will be paramount to really setting the stage going forward. But again, long-term 2022 and 2023 fundamentally are looking great, and we've had no substantive cancellations given even what's happened in the last week. So I think Corey's estimate is spot on.

Great, thanks. And then on the digital side at the BetMGM Investor Day, you talked about market share goals, which you're already exceeding. I think in the next couple of months, you will see some additional competition, but then on your side, I believe, a lot of your retention tools will be in place. Can you just talk about what you have in place over the next couple of months to help retain the customers that – that you're currently doing business with?

Well, obviously you heard yesterday on Tom's call, they're going to step into the space in a subjective way now and chase it with about $1 billion. So there'll be a real competitor. And if you think about what they do and what we do, it's the most likely competitor to us in the context of same-store loyalty presentation, ability to omnichannel and monetize across a broader platform brick and mortar as well as digital. We are heavily into our loyalty push. We have appointed several senior executives both here and at BetMGM, who are marketing focused on doing exactly that. You heard me express earlier the amount of interchange between BetMGM and M-life and vice versa. And we also have a strong push in moving regional play through BetMGM and through just the regional properties back at Las Vegas. We'll have yet another product launch coming up here very soon. If you look at the deck, we provided - you can see some of those product enhancements. The team at BetMGM is working around the clock on this to get it prepared for football and I think it will speak to a lot of things of note loyalty, retention, and our ability to lower our ultimate CPA, which is the goal, here will stick.

Jonathan, you gave a lot of color, as you were trying to talk through the puts and takes of the Las Vegas Strip margin profile going forward. But if you talk a little bit about CityCenter and - sorry excuse me, Circus Circus removal, you guys did in the period about $400 million less of revenue. As you think about kind of being at a 40% margin level and in that incremental $400 million of revenue that should come back over time? Is it being overly conservative to say that kind of margins do compress over the long-term, or is there some spend here over the medium term that might kind of bring margins in a little bit before they could rise again from kind of the natural operating leverage of getting that revenue back?

Yes, thank you for the question, Carlo, and it's well posed, because there are a few dynamics going on here. One is certainly the higher levels of casino spend from our customers that we've been experiencing over the past six months and we're not simply just kind of taking this business, we are driving that demand through our marketing channels. And so, we've earned those revenue levels for sure. But they are elevated compared to what they've been in the past and that's what I referred to in our remarks is some expectation that over time as other avenues for spending are available in our properties that perhaps that mix normalizes a bit, but at the same time our hotel RevPAR is still below, where it was back in 2019 fairly materially both by occupancy, as well as overall rates. And that presents tremendous upside, that's high margin revenue for us. We fully expect to be able to get back to those levels over the next year or so and that will lead to - that will be very profitable revenue growth for us, at the same time much of that, of course, is going to come with the recovery of the group business. So there are the puts and takes as you put it. We're just - we're doing the best we can to account in the future for the impact that some of our labor additions are expected to have, but there are clearly sources of upside in revenue and even margin performance mostly around the hotel mix.

And what I would add - what I would add, Carlo is a few pieces of our business that are missing, we just opened up the restaurants. There is an opportunity to make some additional EBITDA there. Yes, it will be a little bit less margin and then the entertainment side and we're seeing some great demand there that also will put a little bit of pressure on our margins, but it will increase our cash flows.

Thanks, Corey. That's helpful. Thank you both for that. And then if I could just one follow-up and it's kind of small and nitpicky, but could you guys kind of talk a little bit about the tax implications of the MGP/VICI transaction for you guys, the $4.4 billion of cash received and perhaps the rationale behind holding on those 12 million OP units, is that something tax-related?

It is. So in broad strokes, what will happen is VICI and MGP will merge and MGM's OP units or the vast majority of them will be redeemed for cash and that - $4.4 billion in cash, and that will be tax-deferred, and in keeping the 1% interest in the combined company, what will happen is on those remaining units, the basis of those units will be reduced by the amount of the gain that we will have on the $4.4 billion, and this will be subject to a 15-year tax protection agreement with VICI, which protects us against that gain being triggered through any sales of the assets. So it's a 15-year tax-deferred receipt of $4.4 billion and the remaining interest is critical to that - to that tax analysis.

Great. That sounds like it was probably a very fun negotiation for you guys. Appreciate the color, guys.

All right. Thanks, Carlo.

Thanks for taking my question. As we have listened to companies report and talk about the businesses and their outlook and at the same time, talked with investors about the sustainability of the margin gains that we're seeing primarily out of this quarter. And clearly, we meet an amount of cynicism around everybody's ability to do that. Can you just help us alleviate some of that cynicism and why we should be comfortable that the margin gains will be reasonably permanent.

Well, David, let me - let me kick it off and maybe Corey can jump on here. In the margin that we did this quarter is not sustainable, I think we've said that in a couple of different ways, but what I think is really relevant is that where we are versus where we're going to end up is a substantial difference. And so as high - high value, high revenue, high-cost things like a Lady Gaga show come into play, it just - it works on your margins, given particularly as the higher-end business returns, whether it'd be ultimately from Asia or other places. It will kick in. And so, I don't think - I hope you haven't heard us say we're going to sustain where we are this quarter, that wasn't the message. The message is we have learned a lot. We're going to be appreciably better than we've been in, I can't remember in our history and there are certain things we'll never do again, whether it's buffet openings or how we think about labor or services or products, given what we've all gone through for the last 18 months, there's a massive amount of learnings, if I'd even think about our business, I mean just look at our corporate enterprise, we had 4750 FTEs, we're under 3000 today. We will never go back to 4750 FTEs full stop. And so, I hope the message is, from our perspective, we're not going to sustain where we are, but they will be much better than they've ever been historically and I'm pretty excited about where I think they're going to end up ultimately.

That was relatively clear, I could have asked the question just a little bit better and if I can follow up quickly, with respect to the loyalty program. Jonathan, I recall you making some commentary in investor meetings about the opportunities to build M life out in a lot of different directions and grow it, an update there would be helpful. Thank you.

Sure and I appreciate you bringing it up, because I do - I know this is a huge opportunity for MGM Resorts, I mean we have a fantastic loyalty program with 36 million members, which is growing in significant part by BetMGM right now. And so it's a large and important loyalty program and where I think some of the sources of upside are particularly around cross-property play here in Las Vegas and kind of the transparent portability of those rewards across the network in Las Vegas. And then in driving regional customers of ours and members of the M-life Loyalty Program to our properties when they visit in Las Vegas, which we know that they already do. I think that this effort of course is led by Steve Zanella, our Chief Commercial Officer. But here is where Tilak Mandadi has phenomenal talent that has just joined us from Walt Disney and he is going to be hugely impactful, as he helps us really build out the technology platform and the overall design of that program in its next instance, so there's - there's a lot of work going on around that effort right now. And I'm really confident it's going to have a real impact for us in 2022.

And just a few data points to that, we have just begun some of these initiatives. Our cross regional for the quarter was actually up 25%, so we're pretty excited about that opportunity there. We're just touching the surface and even when we talk about BetMGM and what it means to a property, our Detroit active M-life customers in Q2 were actually up 40% from Q4 2019. So we're seeing that actual sign up in that market actually translate to bricks and mortar customers and you actually would see that in the July results, which Detroit does publish the results we had a record market share in Detroit.

And David, maybe a final comment there is four areas we're consistently after the high end. And so, we're looking at the program and modifying it and making sure digitally more things are accessible. We're after retail high-end, meaning I don't mean retail stores, I mean we have a great deal of business that roams around here that aren't principally gaming customers that we think there is an opportunity to recognize with loyalty. Obviously, the regional play that Corey has mentioned and Jonathan at BetMGM are really the four key drivers. And one interesting tidbit I'd stumbled on this morning, Corey just mentioned it somewhat in Michigan, one of the questions that's come up with BetMGM is about cannibalization. It's interesting, Detroit just got 46.5% market share in brick and mortar and we lead the market in iGaming at 38% and that's an increase from the mid-30s, we were 43% in June, we're 46.5% in July and we're holding a 38% market share in iGaming. And so the idea that omnichannel can and will work and not be cannibalizing is something I'm very excited about moving forward.

So actually, following up on this conversation, if we look at Slide 24 of your presentation, you had 15% of new BetMGM players in 2Q were active with MGM. That's up from 10% last quarter and then you had 31% of new M-life players in 2Q from BetMGM and is down from 44% last quarter. Can you kind of talk about what's driving the difference in trend between those two numbers and like how to think about it going forward next year?

Well, I think the second one's the easier one, we've just seen that many more - I mean, the volume between the first and second quarter and how there's - and Michigan, by the way how it grew is just - it's overpowering and thankfully, so I think that explains that more than anything. And I'm sorry. Tom, the first one?

So the first one, so in the first quarter 10% of your BetMGM players were legacy MGM players and second quarter went up to 15%, what drove that increase?

Well, Michigan a lot and then we continued to push on programming host, et cetera, in terms of incentives and otherwise, to get them to sign up our customers. And we're just more active in the database in terms of making BetMGM known to them and available to them. We do, remember iGaming just got going second, really into the second quarter, not even in the first quarter, you've got football I think with better programming, better database to pull upon, we've got a couple of states that are on the horizon of coming out, you've got Maryland, you've got something we've just done in DC, Arizona's around the corner. So I think between an increase in states the full year, if you will, of iGaming and some other potential things that we continue to market, hence the numbers we just talked about. We feel pretty comfortable about the GGR - BetMGM, excuse me.

Just following up on the VICI transaction and congratulations on all the myriad of activity, I was wondering if you could just give a little guidance as we're trying to think about maybe cash flow bridges, one would be I'm sort of calculating pro forma rent expense for all these different things becoming out in the kind of $1.6 billion to $1.7 billion range. So first question is, am I in the right ballpark for that? And then second would be sort of directionally, how should we think about cash taxes across the enterprise, after all these moving pieces settle into 2022?

Yes. You are in the right ballpark. The changes are really the CityCenter, which we expect to close at the end of the third quarter and that will introduce increased rent of $215 million, so you'll be - you'll be close on that. And then regarding the cash taxes, that's something that's still - we're still working on right now as it relates to 2022. So, I think I'd prefer to defer that question until we get a little bit later in the year.

Understandable. Maybe just as a follow-up, you talked a lot about the gaming behavior and the increase in your casino block, just kind of curious if you could give us a sense across your different channels, what's OTA doing right now, how important is that, is that an area where you can maybe change the mix more permanently or just how are you thinking about some of that, pretty that hotel revenue mix going forward in more of a steady state?

Sure. Shaun, this is Corey. Yes, that's one of our big strategies that we're definitely working on. We are working on pre-COVID is the mix in maximizing that mix, and we've had a lot of success in this period and we've been able to increase our transient mix, obviously, as Jonathan mentioned in his opening comments, the casino mix is up. But more importantly, we're shifting the mix from the OTA package business, which is our least profitable business and seen increases in the land business, which is very similar to our transient business. So we're very optimistic on what we're seeing there and when that convention business comes back, we think there are additional opportunities to maximize our mix.

Maybe you touched base on this a little bit, but turning to Japan, can you just remind us what the capital contributions you'd be anticipating over the next couple of years. And as you become more asset light, what is the potential to bring in REITs or other sources of capital into that market to reduce your intensity there?

So on its surface, remember the program with Orix is 40-40-20, meaning a consortium all the Japanese companies will make up to 20%, if not we both fill to 50. The project itself is call it $10 billion, we think it's a little lower but, call it $10 billion for simple math, call it 55% debt to equity. So for us it's a $2 billion to $2.25 billion check probably over '24, '25, and '26, give or take if you want to think about how that might flow itself through the - through the system. I think longer term, look, there is a commitment, we are making to Japan and to Osaka that we would be a true partner in this. There is an actual requirement for 30% equity in it to be - to be classified or qualified if you will, but REITs are something that are in Japan, and so I think longer term we'll see, but in the short term, it's about a $2 billion to $2.5 billion cash commitment over three years. And depending on, again on license '24, '25, and '26 is probably the best way to think about that.

And then sticking with maybe capital allocation, how do you think about the allocation of proceeds from VICI, is it similar or different than cash from operations and then has your thought process around the right leverage ratio for an asset light business evolve. Thank you.

Yes. Thank you for the question, Stephen. You know that that transaction is expected to close in the first half of 2022, so the plans for the allocation of that capital will begin soon. They've already begun actually and - but the actual cash won't come to the company for probably nine months or so. And like I said in the - in the prepared remarks, really our first order of business at these - at these levels, we think our shares are attractively valued, so we'll be aggressive purchasers of those shares. Beyond that, we'll look for opportunities to - inorganic opportunities to really further the company's vision as a premier gaming entertainment company globally. In terms of our leverage targets, the company's capital structure is changing from traditional senior debt structure to the - to the leases that we have and that will certainly - that certainly impacts our thinking about leverage, because the lease payments do represent financial leverage on the business and lease adjusted leverage level of four to five times, we think is reasonable for a business of our geographic diversification. And so that's the way we'll be thinking about it going forward on a lease-adjusted basis.

Thank you for taking my questions. Maybe to build on that, Jonathan or Bill, I think there's still some interest in potential U.S. markets for Casino, New York is one that gets talked about a lot. Not sure if you guys have any comments or thoughts or any of those prospective opportunities, something you see coming to fruition in the near to medium term or are they all kind of longer-dated opportunities that might - that might unfold in the future.

Look, in New York, it was disappointing, we weren't able to get it through the legislature. It was closed. We're going to take another run at it, but the reality of that is, we're probably looking at 2023, before there is a real decision to be made there. We still have a keen interest in taking - casino when there were no casino and time to tell what ultimately gets invested there and how we partner that up, but we remain excited by that, obviously given location and scale, it's kind of hard not to be. We'll watch Georgia and Texas over time with interest, but again those are long-term deals. They both require I believe a referendum, I know Texas does. And so that's not going to happen overnight. And so, I think domestically we're going to try to push for Ohio in the context of a casino, but that'll be time again, so there's nothing immediate down the horizon in terms of real development. I think the only way to think about development for the near term is the Japan discussion we just had.

This is Corey, John, we've ran it like we've owned a 100% of it, but we do think there are opportunities, how we synergize with Bellagio for example, Vdara is right - is closer to the Bellagio Convention Center as it is to Aria. And we think there are some other additional operational efficiencies that could be gained owning 100% of it, but we're pretty excited about finally getting our hands on it.

I'd also just add one comment that I'm excited about consolidating this fantastic. Our Las Vegas EBITDAR would have been 30% higher this quarter, had we consolidated CityCenter, which - it’s a phenomenal business, which outperforms our citywide averages on virtually every dimension. So I'm enthusiastic about having it be consolidated into our financial results.

Hope by the way. Our Las Vegas EBITDAR would have been 30% higher this quarter, had we consolidated CityCenter, which - it’s a phenomenal business, which outperforms our citywide averages on virtually every dimension. So I'm enthusiastic about having it be consolidated into our financial results.

Thank you. I think it's clear the goal is to be more efficient on the cost side versus 2019 or pre-COVID levels. But do you think the revenue mix of gaming in Vegas could be structurally higher as well or I guess are there any more recent top line trends, you would expect to sustain going forward?

Look, I'd love to think that the movement we've made pushing regional customers, we've watched for too long frankly with great interest with our colleagues next door have been doing, our market mix is half of theirs. We know we can increase that. So we think that's sustaining. Obviously, what we have done best historically is high-end international business. We're well positioned. We have a plant in Macau, obviously we have regional offices all over Asia. I would like to see us get back into that business. I think there's some real growth there. And I think interestingly the demographic has changed to a younger audience and they've gotten more acclimated to gaming. We've seen it throughout this past year, a lot of these numbers remember - the older folks like myself have generally stayed away for health concerns. And I think, we've seen the emergence if you will, of another marketplace it's called millennial that we haven't seen for a while. So, we're all pretty excited about driving that in some of the platform technology things we talked about earlier with M-life we think will be meaningful in that regard.

And what I would say is, I think we have our cost pretty locked in. Obviously, there is always opportunities, now it is a revenue discussion and how we continue to maximize that and how we can grow organically higher than what we're seeing in cost of living, I think some of the digital initiatives, we're working on that, the mix will help that. As Bill mentioned, their customer base were up over 50% M-life customers in that group. And if we could figure out how to capture them and we believe we have ways to do that and keep them in the properties, we think there is an opportunity for revenue lift.

Yes, we're looking at it right now and we're looking at our floors. We actually what we did during COVID and since we've opened, we've right-sized our floors. And we've actually laid them out, you'll PODs, you'll see better vision, better excitement. We think there's also opportunities in pockets to increase our capital spend with some decent ROIs and we're looking at that right now.

Last question please, Chad.

And that question will come from Robin Farley with UBS. Please go ahead.

Great, thank you for fitting it in. I just wanted to circle back to the tremendous proceeds that you're getting, because I know you've talked about your balance sheet and all of that. But it doesn't seem like you would need it for any liquidity, it doesn't seem like you'd need for any projects near term. So I'm just wondering is there any sort of tax reason that you couldn't do a special dividend or is there a consideration there? And you use the phrase, kind of, I think if I heard it right, looks for inorganic opportunities. So is - that's a pretty sizable budget in terms of looking for, I assume that means potential M&A. And so, I don't know if you can characterize kind of where you see the portfolio having gaps to fill or what kind of thing might be of interest to you? Thanks.

Thanks, Robin. I'll offer a - few thoughts and then turn it over to Bill. There is really no tax reason why we could not deploy that capital as a dividend to our shareholders or for returning capital to shareholders through other means and in fact that remains a priority for us. It is their capital that represents in a broad terms, I think about it as releasing capital from the real estate in this business, bringing it up for other uses including returning to shareholders. My comment about the inorganic opportunities, I'm sure that can be development, can be M&A, and it's really in recognition that it's a very dynamic environment and market with some interesting things going on. And so, we really like our position having this kind of liquidity available to seize on those, but I'll turn it over to Bill.

Yes, but I want to remember - remind I should say, look we talked about focus, we talked about discipline, and we've talked about our vision being a gaming company at foremost. And so, look, we're gaming and entertainment might intersect themselves will be there, where digital will be there. We have some reinvestments back in our properties. We think that's important over the next couple of years, in terms of room remodels and some other things, I don't know, we'll go too far afield, I don't think that's probably in our best interest or our shareholders. So I think you'll see us disciplined and very focused on the idea of driving this whole omnichannel into a different and better place, as we think about the next decade or so.

Maybe just one clarifying question just since a large Vegas asset came up for sale earlier this year? Is it fair to conclude that maybe MGM doesn't necessarily see a benefit in like growing its Vegas presence or I mean, it seems like any property you acquire there will be a tremendous amount of synergy, just given the scale you have there. But is it fair to assume from sort of how - how things have played out this year that that wouldn't necessarily be an area that you want to grow your presence?

Robin, I don't think we're going to comment right now. I appreciate the question, but I think - we're not going to comment right now.

Thank you, everyone, for your questions and for your participation in today’s earnings call. We look forward to speaking with you again soon.

And thank you, sir. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.