10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
	For the fiscal year ended December 31, 2009
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
	For the transition period            to

Commission File No. 001-10362

MGM MIRAGE

(Exact name of Registrant as specified in its charter)

DELAWARE	88-0215232
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

3600 Las Vegas Boulevard South — Las Vegas, Nevada 89109
(Address of principal executive office) (Zip Code)

(702) 693-7120

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

	Name of each exchange
Title of each class	on which registered
Common Stock, $.01 Par Value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

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 þ     No o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:

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

Large accelerated filer  þ Accelerated filer o Non-accelerated filer o Smaller reporting company o     

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act):  Yes o     No þ

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant as of June 30, 2009 (based on the closing price on the New York Stock Exchange Composite Tape on June 30, 2009) was $1.8 billion. As of February 16, 2010, 441,237, 575 shares of Registrant’s Common Stock, $.01 par value, were outstanding.

Portions of the Registrant’s definitive Proxy Statement for its 2010 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

PART I
	ITEM 1. BUSINESS
	ITEM 2. PROPERTIES
	ITEM 3. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
	ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
	ITEM 6. SELECTED FINANCIAL DATA
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	ITEM 9A. CONTROLS AND PROCEDURES
	ITEM 9B. OTHER INFORMATION
PART III
	ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
	ITEM 11. EXECUTIVE COMPENSATION
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
	ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
	ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)
CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	NOTE 1 -- ORGANIZATION
	NOTE 2 -- LIQUIDITY AND FINANCIAL POSITION
	NOTE 3 -- SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
	NOTE 4 -- ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
	NOTE 5 -- CITYCENTER TRANSACTION
	NOTE 6 -- ACCOUNTS RECEIVABLE, NET
	NOTE 7 -- PROPERTY AND EQUIPMENT, NET
	NOTE 8 -- INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES
	NOTE 9 -- GOODWILL AND OTHER INTANGIBLE ASSETS
	NOTE 10 -- OTHER ACCRUED LIABILITIES
	NOTE 11 -- LONG-TERM DEBT
	NOTE 12 -- INCOME TAXES
	NOTE 13 -- COMMITMENTS AND CONTINGENCIES
	NOTE 14 -- STOCKHOLDERS’ EQUITY
	NOTE 15 -- STOCK-BASED COMPENSATION
	NOTE 16 -- EMPLOYEE BENEFIT PLANS
	NOTE 17 -- PROPERTY TRANSACTIONS, NET
	NOTE 18 -- RELATED PARTY TRANSACTIONS
	NOTE 19 -- CONDENSED CONSOLIDATING FINANCIAL INFORMATION
	NOTE 20 -- SELECTED QUARTERLY FINANCIAL RESULTS (UNAUDITED)
SIGNATURES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
EX-10.1.9
EX-21
EX-23
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-99.1
EX-99.2
EX-99.3

PART I

ITEM 1.   BUSINESS

MGM MIRAGE is referred to as the “Company” or the “Registrant,” and together with our subsidiaries may also be referred to as “we,” “us” or “our.”

Overview

MGM MIRAGE is one of the world’s leading and most respected companies with significant holdings in gaming, hospitality and entertainment. We believe the resorts we own, manage, and invest in are among the world’s finest casino resorts. MGM MIRAGE is a Delaware corporation that acts largely as a holding company; our operations are conducted through our wholly-owned subsidiaries.

Our strategy is to generate sustainable, profitable growth by creating and maintaining competitive advantages and through the execution of our business plan, which is focused on:

•  Owning, developing, operating and strategically investing in a strong portfolio of resorts;

•  Operating our resorts in a manner that emphasizes the delivery of excellent customer service with the goal of maximizing revenue and profit; and

•  Leveraging our strong brands and taking advantage of significant management experience and expertise.

Resort Portfolio

We execute our strategy through a portfolio approach, seeking to ensure that we own, invest in and manage resorts that are superior to our competitors’ resorts in the markets in which our resorts are located and across our customer base. Our customer base is discussed below under “Resort Operation.”

We selectively acquire, invest in and develop resorts in markets with a stable regulatory history and environment. As seen in the table below, this means that a large portion of our resorts are located in Nevada. We target markets with growth potential and we believe there is growth potential in investing in and managing both gaming and non-gaming resorts. Our growth strategies are discussed in greater detail below under “Sustainable Growth and Leveraging Our Brand and Management Assets.”

Our Operating Resorts

We have provided below certain information about our resorts as of December 31, 2009. Except as otherwise indicated, we wholly own and operate the resorts shown below.

	Number of		Approximate
	Guestrooms		Casino Square				Gaming
Name and Location	and Suites		Footage		Slots(1)		Tables(2)
Las Vegas Strip, Nevada
CityCenter — 50% owned (3)		5,060		150,000		1,940		140
Bellagio		3,933		160,000		2,272		152
MGM Grand Las Vegas (4)		6,198		158,000		2,278		162
Mandalay Bay (5)		4,752		160,000		1,859		102
The Mirage		3,044		118,000		1,958		97
Luxor		4,370		113,000		1,329		68
Excalibur		3,981		89,000		1,477		64
New York-New York		2,025		84,000		1,692		67
Monte Carlo		2,992		102,000		1,498		62
Circus Circus Las Vegas		3,767		126,000		1,757		72
Subtotal		40,122		1,260,000		18,060		986

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	Number of		Approximate
	Guestrooms		Casino Square				Gaming
Name and Location	and Suites		Footage		Slots(1)		Tables(2)
Other Nevada
Circus Circus Reno (Reno)		1,572		70,000		923		35
Silver Legacy — 50% owned (Reno)		1,506		87,000		1,498		63
Gold Strike (Jean)		810		37,000		667		9
Railroad Pass (Henderson)		120		13,000		333		5
Other Operations
MGM Grand Detroit (Detroit, Michigan)		400		100,000		4,090		97
Beau Rivage (Biloxi, Mississippi)		1,740		75,000		2,052		93
Gold Strike (Tunica, Mississippi)		1,133		50,000		1,358		58
MGM Grand Macau — 50% owned (Macau S.A.R.)		593		215,000		938		429
Borgata — 50% owned (Atlantic City, New Jersey)		2,769		160,000		3,925		182
Grand Victoria — 50% owned (Elgin, Illinois)		—		30,000		1,122		28
Grand Total		50,765		2,097,000		34,966		1,985

(1)	Includes slot machines, video poker machines and other electronic gaming devices.
(2)	Includes blackjack (“21”), baccarat, craps, roulette and other table games; does not include poker.
(3)	We manage CityCenter for a fee. Includes Aria with 4,004 rooms, Mandarin Oriental Las Vegas with 392 rooms, and 664 rooms available for rent at Vdara.
(4)	Includes 1,154 rooms available for rent at The Signature at MGM Grand.
(5)	Includes the Four Seasons Hotel with 424 guest rooms and THEhotel with 1,117 suites.

More detailed information about each of our operating resorts can be found in Exhibit 99.1 to this Annual Report on Form 10-K, which Exhibit is incorporated herein by reference.

Portfolio Strategy

We believe we operate the highest quality resorts in each of the markets in which we operate. Ensuring our resorts are the premier resorts in their respective markets requires targeted capital investments that promote our goal to create the greatest possible experiences for our guests. We have historically made significant investments in our resorts through the addition of new restaurants, entertainment and nightlife offerings, and other new features and amenities. In addition, we have made regular capital investments to maintain the quality of our hotel rooms and public spaces. The quality of our resorts can be measured by our success in winning numerous awards, such as several Four and Five Diamond designations from the American Automobile Association and Four and Five Star designations from Mobil Travel.

We also actively manage our portfolio of land holdings. We own approximately 670 acres of land on the Las Vegas Strip, with a meaningful portion of those acres undeveloped acreage or acreage we consider to be under-developed.

Risks Associated with Our Portfolio Strategy

Certain principal risk factors relating to our current portfolio of resorts are:

•  Our limited geographic diversification — our major resorts are concentrated on the Las Vegas Strip and some of our largest competitors operate in more gaming markets than we do;

•  There are a number of gaming facilities located closer to where our customers live than our resorts; and

•  Additional new hotel-casinos and expansion projects at existing Las Vegas hotel-casinos are under construction or have been proposed. We are unable to determine to what extent increased competition will affect our future operating results.

See “Item 1A. Risk Factors” below for a more detailed discussion of these and other risk factors.

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Resort Operation

Our operating philosophy is to create resorts of memorable character, treat our employees well and provide superior service for our guests. We also seek to develop competitive advantages in specific markets and among specific customer groups.

General

We primarily own and operate casino resorts, which includes offering gaming, hotel, dining, entertainment, retail and other resort amenities. Over half of our net revenue is derived from non-gaming activities, a higher percentage than many of our competitors, as our operating philosophy is to provide a complete resort experience for our guests, including high quality non-gaming amenities for which our guests are willing to pay a premium.

As a resort-based company, our operating results are highly dependent on the volume of customers at our resorts, which in turn affects the price we can charge for our hotel rooms and other amenities. Since we believe that the number of walk-in customers affects the success of our casino resorts, we design our facilities to maximize their attraction to guests of other hotels. We also generate a significant portion of our operating income from the high-end gaming segment, which can be a cause of variability in our results.

Most of our revenue is essentially cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. Our resorts, like many in the industry, generate significant operating cash flow. Our industry is capital intensive and we rely heavily on the ability of our resorts to generate operating cash flow to repay debt financing, fund maintenance capital expenditures and provide excess cash for future development.

Our results of operations do not tend to be seasonal in nature, though a variety of factors can affect the results of any interim period, including the timing of major Las Vegas conventions, the amount and timing of marketing and special events for our high-end customers, and the level of play during major holidays, including New Year and Chinese New Year. Our significant convention and meeting facilities typically allow us to maximize hotel occupancy and customer volumes during off-peak times, such as mid-week or during traditionally slower leisure travel periods, which also leads to better labor utilization. Our results do not depend on key individual customers, although our success in marketing to customer groups, such as convention customers, or the financial health of customer segments, such as business travelers or high-end gaming customers from a particular country or region, can affect our results.

All of our casino resorts operate 24 hours a day, every day of the year, with the exception of Grand Victoria which operates 22 hours a day, every day of the year. At our wholly-owned resorts, our primary casino and hotel operations are owned and managed by us. Other resort amenities may be owned and operated by us, owned by us but managed by third parties for a fee, or leased to third parties. We generally have an operating philosophy that favors ownership and management of amenities, since guests have direct contact with staff in these areas and we prefer to control all aspects of the guest experience; however, we do lease space to retail and food and beverage operators in certain situations, particularly for branding opportunities and where capital investment by us is not feasible. We also operate many “managed” outlets, utilizing third-party management for specific expertise in areas such as restaurants and nightclubs, as well as for branding opportunities.

Customers and Competition

Our casino resorts generally operate in highly competitive environments. We compete against other gaming companies, as well as other hospitality and leisure and business travel companies. Our primary methods of competing successfully include:

•  Locating our resorts in desirable leisure and business travel markets, and operating at superior sites within those markets;

•  Constructing and maintaining high-quality resorts and facilities, including luxurious guestrooms along with premier dining, entertainment, retail and other amenities;

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•  Recruiting, training and retaining well-qualified and motivated employees who provide superior and friendly customer service;

•  Providing unique, “must-see” entertainment attractions; and

•  Developing distinctive and memorable marketing and promotional programs.

Our Las Vegas casino resorts compete for customers with a large number of other hotel-casinos in the Las Vegas area, including major hotel-casinos on or near the Las Vegas Strip, major hotel-casinos in the downtown area, which is about five miles from the center of the Strip, and several major hotel-casinos elsewhere in the Las Vegas area. Our Las Vegas Strip resorts also compete, in part, with each other. According to the Las Vegas Convention and Visitors Authority, there were approximately 149,000 guestrooms in Las Vegas at December 31, 2009, up 6% from approximately 141,000 rooms at December 31, 2008. At December 31, 2009, we operated approximately 28% of the guestrooms in Las Vegas. Las Vegas visitor volume was 36.4 million in 2009, a decrease of 3% from the 37.5 million reported for 2008.

The principal segments of the Las Vegas gaming market are leisure travel; premium gaming customers; conventions, including small meetings, trade associations, and corporate incentive programs; and tour and travel. Our high-end wholly-owned properties, which include Bellagio, MGM Grand Las Vegas, Mandalay Bay, and The Mirage, appeal to the upper end of each market segment, balancing their business by using the convention and tour and travel segments to fill the mid-week and off-peak periods. Our marketing strategy for New York-New York, Luxor and Monte Carlo is aimed at attracting middle- to upper-middle-income customers, largely from the leisure travel and, to a lesser extent, the tour and travel segments. Excalibur and Circus Circus Las Vegas generally cater to the value-oriented and middle-income leisure travel and tour and travel segments.

Outside Las Vegas, our other wholly-owned Nevada operations compete with each other and with many other similarly sized and larger operations. Our Nevada resorts not located in Las Vegas appeal primarily to the value-oriented leisure traveler and the value-oriented local customer. A significant portion of our customers at these resorts come from California. We believe the expansion of Native American gaming in California has had a negative impact on all of our Nevada resorts not located on the Las Vegas Strip, and additional expansion in California could have a further adverse effect on these resorts.

Outside Nevada, our wholly-owned resorts primarily compete for customers in local and regional gaming markets, where location is a critical factor to success. For instance, in Tunica, Mississippi, one of our competitors is closer to Memphis, the area’s principal market. In addition, we compete with gaming operations in surrounding jurisdictions and other leisure destinations in each region. For instance, in Detroit, Michigan we also compete with a casino in nearby Windsor, Canada and with Native American casinos in Michigan. In Biloxi, Mississippi we also compete with regional riverboat and land-based casinos in Louisiana, Native American casinos in central Mississippi and with casinos in Florida and the Bahamas.

Aria at CityCenter appeals to the upper end of each market segment. Our other unconsolidated affiliates mainly compete for customers against casino resorts in their respective markets. Much like our wholly-owned resorts, our unconsolidated affiliates compete through the quality of amenities, the value of the experience offered to guests, and the location of their resorts. Aria, which we manage and own 50% of through a joint venture, also competes against our wholly-owned resorts.

Our casino resorts also compete for customers with hotel-casino operations located in other areas of the United States and other parts of the world, and for leisure and business travelers with non-gaming tourist destinations such as Hawaii, Florida and cruise ships. Our gaming operations compete to a lesser extent with state-sponsored lotteries, off-track wagering, card parlors, and other forms of legalized gaming in the United States.

Marketing

We advertise on radio, television and billboards and in newspapers and magazines in selected cities throughout the United States and overseas, as well as on the Internet and by direct mail. We also advertise through our regional marketing offices located in major U.S. and foreign cities. A key element of marketing to premium gaming customers is personal contact by our marketing personnel. Direct marketing is also important in the convention

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segment. We maintain Internet websites to inform customers about our resorts and allow our customers to reserve hotel rooms, make restaurant reservations and purchase show tickets. We also operate call centers to allow customer contact by phone to make hotel and restaurant reservations and purchase show tickets.

We utilize our world-class golf courses in marketing programs at our Las Vegas Strip resorts. Our major Las Vegas resorts offer luxury suite packages that include golf privileges at Shadow Creek in North Las Vegas. In connection with our marketing activities, we also invite our premium gaming customers to play Shadow Creek on a complimentary basis. We also use Primm Valley Golf Club for marketing purposes at our Las Vegas Strip resorts. Additionally, marketing efforts at Beau Rivage benefit from Fallen Oak golf course just 20 minutes north of Beau Rivage.

Employees and Management

We believe that knowledgeable, friendly and dedicated employees are a key success factor in the casino resort industry. Therefore, we invest heavily in recruiting, training and retaining our employees, as well as seeking to hire and promote the strongest management team possible. We have numerous programs, both at the corporate and business unit level, designed to achieve these objectives. For example, our diversity initiative extends throughout our company, and focuses on the unique strengths of our individuals combined with a culture of working together to achieve greater performance. Our diversity program has been widely recognized and has received numerous awards. We believe our development programs, such as the MGM Grand University and various leadership and management training programs, are best-in-class among our industry peers.

Technology

We utilize technology to maximize revenue and efficiency in our operations. Our Players Club program links our major resorts, and consolidates all slots and table games activity for customers with a Players Club account. Customers qualify for benefits across all of the participating resorts, regardless of where they play. We believe that our Players Club enables us to more effectively market to our customers.

We utilize server-based slot machine technology at Aria which gives us the ability to present Players Club data and other property marketing directly to the customer. In addition, server-based gaming allows us to quickly convert the games offered on machines on the casino floor to meet customer requests and gives us the ability to dynamically change machine wagering allowing us to maximize our profits based on demand.

Technology is an important part of our strategy in non-gaming and administrative operations. Our hotel systems include yield management software programs which allow us to maximize occupancy and room rates. Additionally, these systems capture charges made by our customers during their stay, including allowing customers of our resorts to charge meals and services at our other resorts to their hotel accounts.

Internal Controls

We have a strong culture of compliance, driven by our history in the highly regulated gaming industry and our belief that compliance is a value-added activity. Our system of internal controls and procedures — including internal control over financial reporting — is designed to ensure reliable and accurate financial records, transparent disclosures, compliance with laws and regulations, and protection of our assets. Our internal controls start at the source of business transactions, and we have rigorous enforcement at both the business unit and corporate level.

Our corporate management also reviews each of our businesses on a regular basis and we have a corporate internal audit function that performs reviews regarding gaming compliance, internal controls over financial reporting, and operations.

In addition, we maintain a compliance committee that administers our company-wide compliance plan. The compliance plan is in place to ensure compliance with gaming and other laws applicable to our operations in all jurisdictions, including performing background investigations on our current and potential employees, directors and vendors as well as thorough review of proposed transactions and associations.

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In connection with the supervision of gaming activities at our casinos, we maintain stringent controls on the recording of all receipts and disbursements and other activities, including cash transaction reporting which is essential in our industry. Our controls surrounding cash transactions include locked cash boxes on the casino floor, daily cash counts performed by employees who are independent of casino operations, constant observation and supervision of the gaming area, observation and recording of gaming and other areas by closed-circuit television, constant computer monitoring of our slot machines, and timely analysis of deviations from expected performance.

Marker play represents a significant portion of the table games volume at Aria, Bellagio, MGM Grand Las Vegas, Mandalay Bay and The Mirage. Our other facilities do not emphasize marker play to the same extent, although we offer markers to customers at certain of those casinos as well. We also maintain strict controls over the issuance of markers and aggressively pursue collection from those customers who fail to timely pay their marker balances. These collection efforts are similar to those used by most large corporations when dealing with overdue customer accounts, including the mailing of statements and delinquency notices, direct personal contact and the use of outside collection agencies and civil litigation.

In Nevada, Mississippi, Michigan, New Jersey and Illinois, amounts owed for markers which are not timely paid are enforceable under state laws. All other states are required to enforce a judgment for amounts owed for markers entered into in Nevada, Mississippi, New Jersey, Illinois or Michigan which are not timely paid, pursuant to the Full Faith and Credit Clause of the U.S. Constitution. Amounts owed for markers which are not timely paid are not legally enforceable in some foreign countries, but the U.S. assets of foreign customers may be reached to satisfy judgments entered in the United States.

Risks Associated With Our Operating Strategy

Certain principal risk factors relating to our operating strategy are:

•  Our guestroom, dining and entertainment prices are often higher than those of most of our competitors in each market, although we believe that the quality of our facilities and services is also higher;

•  Our hotel-casinos compete to some extent with each other for customers. Aria, Bellagio, MGM Grand Las Vegas, Mandalay Bay and The Mirage, in particular, compete for some of the same premium gaming customers; MGM Grand Las Vegas and Mandalay Bay also compete to some extent against each other in the large-scale conference and convention business; and

•  Additional new hotel-casinos and expansion projects at existing Las Vegas hotel-casinos are under construction or have been proposed. We are unable to determine the extent to which increased competition will affect our future operating results.

See “Item 1A. Risk Factors” below for a more detailed discussion of these and other risk factors.

Sustainable Growth and Leveraging Our Brand and Management Assets

In allocating resources, our financial strategy is focused on managing a proper mix of investing in existing resorts, spending on new resorts or initiatives, repaying long-term debt, and returning capital to shareholders. Historically, we have actively allocated capital to each of these areas. We believe there are reasonable investments for us to make in new initiatives that will provide returns in excess of the other options, although these decisions have been significantly affected by the financial crisis in 2008 and 2009, which limited our access to capital at prices low enough to finance all of our new initiatives.

We regularly evaluate possible expansion and acquisition opportunities in both the domestic and international markets, but cannot at this time determine the likelihood of proceeding with specific development opportunities. Opportunities we evaluate may include the ownership, management and operation of gaming and other entertainment facilities in Nevada or in states other than Nevada or outside of the United States. We may undertake these opportunities either alone or in cooperation with one or more third parties. Due to the financial crisis in 2008 and 2009, we postponed certain development projects including a resort complex on our 72-acre site in Atlantic City and an integrated resort to be located on the southwest corner of Las Vegas Boulevard and Sahara Avenue with Kerzner International and Istithmar. We do not expect to move forward with these projects until general economic

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conditions, market conditions, and our financial position improve, and in the case of the Atlantic City development, we do not intend to pursue this development for the foreseeable future — see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of the related impairment charge.

We also seek to leverage our management expertise and well-recognized brands through strategic partnerships and international expansion opportunities. We feel that several of our brands, particularly the “MGM Grand,” “Bellagio,” and “Skylofts” brands, are well suited to new projects in both gaming and non-gaming developments. We formed MGM MIRAGE Hospitality, LLC (“Hospitality”), which includes MGM MIRAGE Global Gaming Development, principally focused on international gaming expansion. The purpose of Hospitality is to source strategic resort development and management opportunities, both gaming and non-gaming, focusing on international opportunities, which we believe offer the greatest opportunity for future growth. We have hired senior personnel with established backgrounds in the development and management of international hospitality operations to maximize the profit potential of Hospitality’s operations.

MGM Grand Abu Dhabi

In November 2007, we announced plans to develop MGM Grand Abu Dhabi, a multi-billion dollar, large-scale, mixed-use development that will serve as an incoming gateway to Abu Dhabi, a United Arab Emirate, located at a prominent downtown waterfront site on Abu Dhabi Island. The project will be wholly owned by Mubadala Development Company; we do not have a capital investment in this project. We currently provide development management services for the project, and upon opening, will manage the project under a long-term management services agreement. The initial phase will utilize 50 acres and consist of MGM Grand, Bellagio and Skylofts hotels, and a variety of luxury residential offerings. Additionally, the development will feature a major entertainment facility, high-end retail shops, and world-class dining and convention facilities. The first phase of the development is expected to open in 2014.

Mashantucket Pequot Tribal Nation

We have an agreement with the Mashantucket Pequot Tribal Nation (“MPTN”), which owns and operates Foxwoods Casino Resort in Mashantucket, Connecticut for the casino resort owned and operated by MPTN located adjacent to the Foxwoods Casino Resort to carry the “MGM Grand” brand name. We earn a fee for MPTN to use the “MGM Grand” name.

China

We have formed a joint venture with the Diaoyutai State Guesthouse in Beijing, People’s Republic of China, to develop luxury non-gaming hotels and resorts in China, initially targeting prime locations, including Beijing, in the People’s Republic of China. We have signed three technical and management services agreements for resorts which will open over the next four years. We have minimal capital investments required for such projects.

Vietnam

In November 2008, we and Asian Coast Development Ltd. announced plans to develop MGM Grand Ho Tram, which is expected to open in 2012. MGM Grand Ho Tram will anchor a multi-property complex on the Ho Tram Strip in the Ba Ria Vung Tau Province in southwest Vietnam. MGM Grand Ho Tram will be owned and financed by Asian Coast Development Ltd. and we will provide development assistance and operate the luxury integrated resort upon completion. We have no capital investment in this project.

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Risks Associated With Our Growth and Brand Management Strategies

Certain principal risk factors relating to our growth strategy are:

•  Development and operation of gaming facilities in new or existing jurisdictions are subject to many contingencies, some of which are outside of our control and may include the passage of appropriate gaming legislation, the issuance of necessary permits, licenses and approvals, the availability of appropriate financing and the satisfaction of other conditions;

•  Operations in which we may engage in foreign territories are subject to risks pertaining to international operations that may include financial risks such as foreign currency, adverse tax consequences, inability to adequately enforce our rights; and regulatory and political risks such as foreign government regulations, general geopolitical risks including political and economic instability, hostilities with neighboring countries, and changes in diplomatic and trade relationships; and

•  Expansion projects involve risks and uncertainties. For example, the design, timing and costs of the projects may change and are subject to risks attendant to large-scale projects to the extent we are responsible for financing such projects.

See “Item 1A. Risk Factors” below for a more detailed discussion of these and other risk factors.

Employees and Labor Relations

As of December 31, 2009, we had approximately 46,000 full-time and 16,000 part-time employees; 7,000 and 2,100 of which, respectively, relate to CityCenter. At that date, we had collective bargaining contracts with unions covering approximately 31,000 of our employees. We consider our employee relations to be good. The collective bargaining agreement covering approximately 4,000 employees at MGM Grand Las Vegas expired in 2008. We have signed an extension of such agreement and are currently negotiating a new agreement. The collective bargaining agreements covering most of our other union employees expire in 2012.

Regulation and Licensing

The gaming industry is highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations. Each of our casinos is subject to extensive regulation under the laws, rules and regulations of the jurisdiction in which it is located. These laws, rules and regulations generally concern the responsibility, financial stability and character of the owners, managers, and persons with financial interest in the gaming operations. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

A more detailed description of the regulations to which we are subject is contained in Exhibit 99.2 to this Annual Report on Form 10-K, which Exhibit is incorporated herein by reference.

Our businesses are subject to various federal, state and local laws and regulations in addition to gaming regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employees, currency transactions, taxation, zoning and building codes, and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our operating results.

Forward-Looking Statements

This Form 10-K and our 2009 Annual Report to Stockholders contain “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,” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements we make regarding our ability to generate significant cash flow and amounts that we expect to receive in federal tax refunds, amounts we will invest in capital expenditures, amounts we will pay under the CityCenter completion guarantee and receive from the sale of residential units at CityCenter. The foregoing is not a complete list of all forward-looking statements we make.

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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 regional, national or global political, economic, business, competitive, market, and regulatory conditions and the following:

•  our substantial indebtedness and significant financial commitments;

•  current and future credit market conditions and general economic and business conditions, which could adversely affect our ability to service or refinance our indebtedness and to make planned expenditures;

•  our senior credit facility and other senior indebtedness contain restrictions which could affect our ability to operate our business and our liquidity;

•  competition with other destination travel locations throughout the United States and the world;

•  the fact that several of our businesses are subject to extensive regulation; the cost or failure to comply with these regulations would affect our business;

•  effects of economic conditions and market conditions in the markets in which we operate;

•  extreme weather conditions may cause property damage or interrupt our business;

•  changes in energy prices;

•  our concentration of gaming resorts on the Las Vegas Strip;

•  leisure and business travel is susceptible to global geopolitical events, such as terrorism or acts of war;

•  investing through partnerships or joint ventures, including CityCenter and MGM Grand Macau, decreases our ability to manage risk;

•  plans for future construction can be affected by a variety of factors, including timing delays and legal challenges;

•  the outcome of any ongoing and future litigation;

•  the fact that Tracinda Corporation owns a significant portion of our stock and may have interests that differ from the interests of our other shareholders; and

•  a significant portion of our labor force is covered by collective bargaining agreements.

Any forward-looking statement made by us in this Form 10-K and our 2009 Annual Report 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.

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.

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Executive Officers of the Registrant

The following table sets forth, as of February 15, 2010, the name, age and position of each of our executive officers. Executive officers are elected by and serve at the pleasure of the Board of Directors.

Name	Age		Position
James J. Murren		48	Chairman, Chief Executive Officer, President and Director
Robert H. Baldwin		59	Chief Design and Construction Officer and Director
Daniel J. D’Arrigo		41	Executive Vice President, Chief Financial Officer and Treasurer
Aldo Manzini		46	Executive Vice President and Chief Administrative Officer
Robert C. Selwood		54	Executive Vice President and Chief Accounting Officer
Rick Arpin		37	Senior Vice President — Corporate Controller
Alan Feldman		51	Senior Vice President — Public Affairs
Phyllis A. James		57	Senior Vice President, Deputy General Counsel
John McManus		42	Senior Vice President, Acting General Counsel and Secretary
Shawn T. Sani		44	Senior Vice President — Taxes
William M. Scott IV		49	Senior Vice President, Deputy General Counsel

Mr. Murren has served as Chairman and Chief Executive Officer of the Company since December 2008 and as President since December 1999. He has served as Chief Operating Officer since August 2007. He was Chief Financial Officer from January 1998 to August 2007 and Treasurer from November 2001 to August 2007.

Mr. Baldwin has served as Chief Design and Construction Officer since August 2007. He served as Chief Executive Officer of Mirage Resorts from June 2000 to August 2007 and President and Chief Executive Officer of Bellagio, LLC from June 1996 to March 2005.

Mr. D’Arrigo has served as Executive Vice President and Chief Financial Officer since August 2007 and Treasurer since September 2009. He served as Senior Vice President — Finance of the Company from February 2005 to August 2007 and as Vice President — Finance of the Company from December 2000 to February 2005.

Mr. Manzini has served as Executive Vice President and Chief Administrative Officer since March 2007. Prior thereto, he served as Senior Vice President of Strategic Planning for the Walt Disney Company and in various senior management positions throughout his tenure from April 1990 to January 2007.

Mr. Selwood has served as Executive Vice President and Chief Accounting Officer since August 2007. He served as Senior Vice President — Accounting of the Company from February 2005 to August 2007 and as Vice President — Accounting of the Company from December 2000 to February 2005.

Mr. Arpin has served as Senior Vice President — Corporate Controller of the Company since August 2009. He served as Vice President of Financial Accounting of the Company from January 2007 to August 2009. He served as Assistant Vice President of Financial Reporting from January 2005 to January 2007, and as Director of Financial Reporting from May 2002 to January 2005.

Mr. Feldman has served as Senior Vice President — Public Affairs of the Company since September 2001. He served as Vice President — Public Affairs of the Company from June 2000 to September 2001.

Ms. James has served as Senior Vice President, Deputy General Counsel of the Company since March 2002. From 1994 to 2001 she served as Corporation (General) Counsel and Law Department Director for the City of Detroit. In that capacity she also served on various public and quasi-public boards and commissions on behalf of the City, including the Election Commission, the Detroit Building Authority and the Board of Ethics.

Mr. McManus has served as Senior Vice President, Acting General Counsel and Secretary of the Company since December 2009. He served as Senior Vice President, Deputy General Counsel and Assistant Secretary from September 2009 to December 2009. He served as Senior Vice President, Assistant General Counsel and Assistant Secretary of the Company from July 2008 to September 2009. He served as Vice President and General Counsel for CityCenter’s residential and retail divisions from January 2006 to July 2008. Prior thereto, he served as General Counsel or Assistant General Counsel for various of the Company’s operating subsidiaries from May 2001 to January 2006.

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Mr. Sani has served as Senior Vice President — Taxes of the Company since July 2005. He served as Vice President — Taxes of the Company from June 2002 to July 2005. Prior thereto he was a partner in the Transaction Advisory Services practice of Arthur Andersen LLP, having served that firm in various other capacities since 1988.

Mr. Scott has served as Senior Vice President and Deputy General Counsel of the Company since August 2009. Previously, he was a partner in the Los Angeles office of Sheppard, Mullin, Richter & Hampton LLP, specializing in financing transactions, having joined that firm in 1986.

Available Information

We maintain a website, www.mgmmirage.com, which includes financial and other information for investors. We provide access to our SEC filings, including our annual report on Form 10-K, quarterly reports on Form 10-Q, filed and furnished current reports on Form 8-K, and amendments to those reports on our website, free of charge, through a link to the SEC’s EDGAR database. Through that link, our filings are available as soon as reasonably practical after we file the documents.

These filings are also available on the SEC’s website at www.sec.gov. In addition, the public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Reference in this document to our website address does not constitute incorporation by reference of the information contained on the website.

ITEM 1A.   RISK FACTORS

You should be aware that the occurrence of any of the events described in this section and elsewhere in this report or in any other of our filings with the SEC could have a material adverse effect on our business, financial position, results of operations and cash flows. In evaluating us, you should consider carefully, among other things, the risks described below.

Risks Related to our Substantial Indebtedness

•  Our substantial indebtedness and significant financial commitments could adversely affect our operations and financial results and impact our ability to satisfy our obligations.  As of December 31, 2009, we had approximately $14.1 billion of indebtedness. Giving effect to the subsequent repayment of $1.6 billion under our senior credit facility on January 4, 2010, we had $12.5 billion of indebtedness including $4.0 billion outstanding under our $5.5 billion senior credit facility. We have no other existing sources of borrowing availability, except to the extent we pay down further amounts outstanding under the senior credit facility. We have approximately $1.1 billion of 2010 senior note maturities and estimated interest payments of $1.0 billion in 2010 based on outstanding debt as of December 31, 2009. Any increase in the interest rates applicable to our existing or future borrowings would increase the cost of our indebtedness and reduce the cash flow available to fund our other liquidity needs. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of our liquidity and financial position. In addition, our substantial indebtedness and significant financial commitments could have important negative consequences, including:

—  increasing our exposure to general adverse economic and industry conditions;

—  limiting our flexibility to plan for, or react to, changes in our business and industry;

—  limiting our ability to borrow additional funds;

—  making it more difficult for us to make payments on our indebtedness; and

—  placing us at a competitive disadvantage compared to other less leveraged competitors.

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Moreover, our businesses are capital intensive. For our owned and managed properties to remain attractive and competitive we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished, which requires an ongoing supply of cash and, to the extent that we cannot fund expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. Similarly, future development projects and acquisitions could require significant capital commitments, the incurrence of additional debt, guarantees of third-party debt, or the incurrence of contingent liabilities, which could have an adverse effect on our business, financial condition and results of operations. Events over the past two years, including the failures and near failures of financial services companies and the decrease in liquidity and available capital, have negatively affected the capital markets.

•  Current and future economic and credit market conditions could adversely affect our ability to service or refinance our indebtedness and to make planned expenditures.  Our ability to make payments on, and to refinance, our indebtedness and to fund planned or committed capital expenditures and investments in joint ventures, such as CityCenter, depends on our ability to generate cash flow in the future and our ability to borrow under our senior credit facility to the extent of available borrowings. If adverse regional and national economic conditions persist, worsen, or fail to improve significantly, we could experience decreased revenues from our operations attributable to decreases in consumer spending levels and could fail to generate sufficient cash to fund our liquidity needs or fail to satisfy the financial and other restrictive covenants which we are subject to under our indebtedness. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior credit facility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.

We have a significant amount of indebtedness maturing in 2010 and 2011. Our ability to timely refinance and replace such indebtedness will depend upon the foregoing as well as on continued and sustained improvements in financial markets. 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 note holders, or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements.

•  The agreements governing our senior credit facility and other senior indebtedness contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity and therefore could adversely affect our results of operations.  Covenants governing our senior credit facility and other senior indebtedness restrict, among other things, our ability to:

—  pay dividends or distributions, repurchase or issue equity, prepay debt or make certain investments;

—  incur additional debt or issue certain disqualified stock and preferred stock;

—  incur liens on assets;

—  pledge or sell assets or consolidate with another company or sell all or substantially all assets;

—  enter into transactions with affiliates;

—  allow certain subsidiaries to transfer assets; and

—  enter into sale and lease-back transactions.

Our ability to comply with these provisions may be affected by events beyond our control. The breach of any such covenants or obligations not otherwise waived or cured could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our long-term indebtedness. Any default under the senior credit facility or the indentures governing our other debt could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt, and could force us to seek protection under the bankruptcy laws.

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Risks Related to our Business

•  We face significant competition with respect to destination travel locations generally and with respect to our peers in the industries in which we compete, and failure to effectively compete could materially adversely affect our business, financial condition results of operations and cash flow.  The hotel, resort and casino industries are highly competitive. We do not believe that our competition is limited to a particular geographic area, and hotel, resort and gaming operations in other states or countries could attract our customers. To the extent that new casinos enter our markets or hotel room capacity is expanded by others in major destination locations, competition will increase. Major competitors, including new entrants, have either recently expanded their hotel room capacity or are currently expanding their capacity or constructing new resorts in Las Vegas and Macau. Also, the growth of gaming in areas outside Las Vegas, including California, has increased the competition faced by our operations in Las Vegas and elsewhere. In particular, as large scale gaming operations in Native American tribal lands has increased, particularly in California, competition has increased. In addition, competition could increase if changes in gaming restrictions in the U.S. and elsewhere result in the addition of new gaming establishments located closer to our customers than our casinos, such as has happened in California. In addition to competition with other hotels, resorts, and casinos, we compete with destination travel locations outside of the markets in which we operate. Our failure to compete successfully in our various markets and to continue to attract customers could adversely affect our business, financial condition, results of operations and cash flow.

•  Our businesses are subject to extensive regulation and the cost of compliance or failure to comply with such regulations may adversely affect our business and results of operations.  Our ownership and operation of gaming facilities is subject to extensive regulation by the countries, states, and provinces in which we operate. These laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations. As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction. In addition, unsuitable activity on our part or on the part of our domestic or foreign unconsolidated affiliates in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions. For a summary of gaming and other regulations that affect our business, see “Regulation and Licensing.” The regulatory environment in any particular jurisdiction may change in the future and any such change could have a material adverse effect on our results of operations. In addition, we are subject to various gaming taxes, which are subject to possible increase at any time. Increases in gaming taxation could also adversely affect our results.

As a result of the New Jersey Division of Gaming Enforcement (the “DGE”) investigation of our relationship with our joint venture partner in Macau we are currently involved in constructive settlement discussions with the DGE under which we would agree to sell our 50% ownership interest in Borgata and related leased land in Atlantic City. If we are unable to effectuate such a settlement with the DGE, we may still be subject to action by the New Jersey Casino Control Commission related to the DGE’s report — see “Item 3. Legal Proceedings.”

•  Our business is affected by economic and market conditions in the markets in which we operate and in the locations in which our customers reside.  Our business is particularly sensitive to reductions in discretionary consumer spending and corporate spending on conventions and business development. Economic contraction, economic uncertainty or the perception by our customers of weak or weakening economic conditions may cause a decline in demand for hotel and casino resorts, trade shows and conventions, and for the type of luxury amenities we offer. In addition, changes in discretionary consumer spending or consumer preferences could be driven by factors such as the increased cost of travel, an unstable job market, perceived or actual disposable consumer income and wealth, or fears of war and future acts of terrorism. Aria, Bellagio, MGM Grand Las Vegas, Mandalay Bay and The Mirage may be affected by economic conditions in the Far East, and all of our Nevada resorts are affected by economic conditions in the United States, and California in particular.

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A recession, economic slowdown or any other significant economic condition affecting consumers or corporations generally is likely to cause a reduction in visitation to our resorts, which would adversely affect our operating results. For example, the recent recession and downturn in consumer and corporate spending has had a negative impact on our results of operations. In addition, the weak housing and real estate market— both generally and in Nevada particularly — has negatively impacted CityCenter’s ability to sell residential units.

•  Extreme weather conditions may cause property damage or interrupt business, which could harm our business and results of operations.  Certain of our casino properties are located in areas that may be subject to extreme weather conditions, including, but not limited to, hurricanes. Such extreme weather conditions may interrupt our operations, damage our properties, and reduce the number of customers who visit our facilities in such areas. Although we maintain both property and business interruption insurance coverage for certain extreme weather conditions, such coverage is subject to deductibles and limits on maximum benefits, including limitation on the coverage period for business interruption, and we cannot assure you that we will be able to fully insure such losses or fully collect, if at all, on claims resulting from such extreme weather conditions. Furthermore, such extreme weather conditions may interrupt or impede access to our affected properties and may cause visits to our affected properties to decrease for an indefinite period.

•  Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results.  We are a large consumer of electricity and other energy and, therefore, higher energy prices may have an adverse effect on our results of operations. Accordingly, increases in energy costs, such as those experienced in 2007 and 2008, may have a negative impact on our operating results. Additionally, higher electricity and gasoline prices which affect our customers may result in reduced visitation to our resorts and a reduction in our revenues.

•  Because our major gaming resorts are concentrated on the Las Vegas Strip, we will be subject to greater risks than a gaming company that is more geographically diversified.  Given that our major resorts are concentrated on the Las Vegas Strip, our business may be significantly affected by risks common to the Las Vegas tourism industry. For example, the cost and availability of air services and the impact of any events which disrupt air travel to and from Las Vegas can adversely affect our business. We cannot control the number or frequency of flights into or out of Las Vegas, but we rely on air traffic for a significant portion or our visitors. Reductions in flights by major airlines, such as those implemented in 2008 and 2009 as a result of higher fuel prices and lower demand, can impact the number of visitors to our resorts. Additionally, there is one principal interstate highway between Las Vegas and Southern California, where a large number of our customers reside. Capacity constraints of that highway or any other traffic disruptions may also affect the number of customers who visit our facilities.

•  Leisure and business travel, especially travel by air, are particularly susceptible to global geopolitical events, such as terrorist attacks or acts of war or hostility.  We are dependent on the willingness of our customers to travel by air. Events such as those on September 11, 2001 can create economic and political uncertainties that could adversely impact our business levels. Since most of our customers travel by air to our Las Vegas and Macau properties, any further terrorist act, outbreak of hostilities, escalation of war, or any actual or perceived threat to the security of travel by air, could adversely affect our financial condition, results of operations and cash flows. Furthermore, although we have been able to purchase some insurance coverage for certain types of terrorist acts, insurance coverage against loss or business interruption resulting from war and some forms of terrorism continues to be unavailable.

•  Investing through partnerships or joint ventures including CityCenter and MGM Grand Macau decreases our ability to manage risk.  In addition to acquiring or developing hotels and resorts or acquiring companies that complement our business directly, we have from time to time invested, and expect to continue to invest, as a co-venturer. Joint venturers often have shared control over the operation of the joint venture assets. Therefore, joint venture investments may involve risks such as the possibility that the co-venturer in an investment might become bankrupt or not have the financial resources to meet its obligations, or have economic or business interests or goals that are inconsistent with our business interests or goals, or be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives.

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Consequently, actions by a co-venturer might subject hotels and resorts owned by the joint venture to additional risk. Further, we may be unable to take action without the approval of our joint venture partners. Alternatively, our joint venture partners could take actions binding on the joint venture without our consent. Additionally, should a joint venture partner become bankrupt, we could become liable for our partner’s or co-venturer’s share of joint venture liabilities.

For instance, if CityCenter, 50% owned and managed by us, is unable to meet its financial commitments and we and our partners are unable to support future funding requirements, as necessary, or if CityCenter’s $1.8 billion senior secured credit facility is terminated for any reason, such event could have adverse financial consequences to us. Such credit facility includes provisions limiting the amount of permitted construction liens, and also includes leverage and interest coverage covenants which will go into effect during 2011. In accordance with our joint venture agreement and the CityCenter credit facility, we provided a cost overrun guarantee which is secured by our interests in the assets of Circus Circus Las Vegas and certain adjacent undeveloped land. In addition, the operation of a joint venture is subject to inherent risk due to the shared nature of the enterprise and the need to reach agreements on material matters.

Also, the operation of MGM Grand Macau, 50% owned by us, is subject to unique risks, including risks related to: (a) Macau’s regulatory framework; (b) our ability to adapt to the different regulatory and gaming environment in Macau while remaining in compliance with the requirements of the gaming regulatory authorities in the jurisdictions in which we currently operate, as well as other applicable federal, state, or local laws in the United States and Macau; (c) potential political or economic instability; and (d) the extreme weather conditions in the region.

Furthermore, such operations in Macau or any future operations in which we may engage in any other foreign territories are subject to risk pertaining to international operations. These may include financial risks, such as foreign economy, adverse tax consequences, and inability to adequately enforce our rights. These may also include regulatory and political risks, such as foreign government regulations, general geopolitical risks such as political and economic instability, hostilities with neighboring counties, and changes in diplomatic and trade relationships.

•  Our plans for future construction can be affected by a number of factors, including time delays in obtaining necessary governmental permits and approvals and legal challenges.  With respect to any development project, we may make changes in project scope, budgets and schedules for competitive, aesthetic or other reasons, and these changes may also result from circumstances beyond our control. These circumstances include weather interference, shortages of materials and labor, work stoppages, labor disputes, unforeseen engineering, environmental or geological problems, unanticipated cost increases, the existence of acceptable market conditions and demand for the completed project, changes and concessions required by governmental or regulatory authorities, and delays in obtaining, or inability to obtain, all licenses, permits and authorizations required to complete and/or operate the project. Any of these circumstances could give rise to delays or cost overruns. Major expansion projects at our existing resorts may also result in disruption of our business during the construction period. Our failure to complete any new development or expansion project as planned, on schedule, within budget or in a manner that generates anticipated profits, could have an adverse effect on our business, financial condition and results of operations.

•  We face risks related to pending claims that have been, or future claims that may be, brought against us.  Claims have been brought against us and our subsidiaries in various legal proceedings, and additional legal and tax claims arise from time to time. We may not be successful in the defense or prosecution of our current or future legal proceedings, which could result in settlements or damages that could significantly impact our business, financial condition and results of operations. Please see the further discussion in Item 3. “Legal Proceedings.”

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•  Tracinda Corporation owns a significant amount of our common stock and may have interests that differ from the interests of other holders of our stock.  As of December 31, 2009, Tracinda Corporation beneficially owned approximately 37% of our outstanding common stock, all of which shares owned by Tracinda have been pledged under its bank credit facility. Tracinda may be required in the future, under its bank credit facility, to liquidate some or all of such pledged shares if the value of the collateral falls below a specified level. A liquidation of this nature of sufficient size may trigger a “change of control” under certain of the instruments governing our outstanding indebtedness. Upon a change of control, the lenders’ obligation to make advances under our senior credit facility may be terminated at the option of the lenders.

In addition, Tracinda may be able to exercise significant influence over MGM MIRAGE as a result of its significant ownership of our outstanding common stock. As a result, actions requiring stockholder approval that may be supported by other stockholders could be effectively blocked by Tracinda Corporation.

•  A significant portion of our labor force is covered by collective bargaining agreements. Work stoppages and other labor problems could negatively affect our business and results of operations.  Approximately 31,000 of our 62,000 employees are covered by collective bargaining agreements. A prolonged dispute with the covered employees could have an adverse impact on our operations. In addition, wage and or benefit increases resulting from new labor agreements may be significant and could also have an adverse impact on our results of operations. The collective bargaining agreement covering approximately 4,000 employees at MGM Grand Las Vegas expired in 2008. We have signed an extension of such agreement and are currently negotiating a new agreement. In addition, to the extent that our non-union employees join unions, we would have greater exposure to risks associated with labor problems.

ITEM 1B.   UNRESOLVED STAFF COMMENTS

None.

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ITEM 2.   PROPERTIES

Our principal executive offices are located at Bellagio. The following table lists our significant land holdings; unless otherwise indicated, all properties are wholly-owned. We also own or lease various other improved and unimproved property in Las Vegas and other locations in the United States and certain foreign countries.

	Approximate
Name and Location	Acres		Notes
Las Vegas, Nevada operations:
Bellagio		76	Two acres of the site are subject to two ground leases that expire (giving effect to our renewal options) in 2019 and 2073.
MGM Grand Las Vegas		102
Mandalay Bay		100
The Mirage		84
Luxor		60
New York-New York		20
Excalibur		53
Monte Carlo		28
Circus Circus Las Vegas		69
Shadow Creek Golf Course		240
Other Nevada operations:
Circus Circus Reno		10	A portion of the site is subject to two ground leases, which expire in 2032 and 2033, respectively.
Primm Valley Golf Club		448	Located at the California state line, four miles from Primm, Nevada
Gold Strike, Jean, Nevada		51
Railroad Pass, Henderson, Nevada		9
Other domestic operations:
MGM Grand Detroit		27
Beau Rivage, Biloxi, Mississippi		41	Includes 10 acres of tidelands leased from the State of Mississippi under a lease that expires (giving effect to our renewal options) in 2066.
Fallen Oak Golf Course, Saucier, Mississippi		508
Gold Strike, Tunica, Mississippi		24
Other land:
CityCenter — Support Services		12	Includes approximately 10 acres behind New York-New York being used for project administration offices, and approximately two acres adjacent to New York-New York being used for the residential sales pavilion. We own this land and these facilities, and we are leasing them to CityCenter on a rent-free basis.
Las Vegas Strip — south		20	Located immediately south of Mandalay Bay.
		15	Located across the Las Vegas Strip from Luxor.
Las Vegas Strip — north		34	Located north of Circus Circus.
North Las Vegas, Nevada		66	Located adjacent to Shadow Creek.
Henderson, Nevada		47	Adjacent to Railroad Pass.
Jean, Nevada		116	Located adjacent to, and across I-15 from, Gold Strike.
Sloan, Nevada		89
Stateline, California at Primm		125	Adjacent to the Primm Valley Golf Club.
Detroit, Michigan		8	Site of former temporary casino.
Tunica, Mississippi		388	We own an undivided 50% interest in this site with another, unaffiliated, gaming company.
Atlantic City, New Jersey		152	Approximately 19 acres are leased to Borgata including nine acres under a short-term lease. Of the remaining land, approximately 74 acres are suitable for development.

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The land underlying New York-New York, along with substantially all of the assets of that resort, serves as collateral for our 13% senior secured notes due 2013 issued in 2008.

The land underlying Bellagio and The Mirage, along with substantially all of the assets of those resorts, serves as collateral for our 10.375% senior secured notes due 2014 and our 11.125% senior secured notes due 2017 issued in 2009. Upon the issuance of such notes, the holders of our 13% senior secured notes due 2013 obtained an equal and ratable lien in all collateral securing these notes.

The land underlying Circus Circus Las Vegas, along with substantially all of the assets of that resort, as well as certain undeveloped land adjacent to the property, secures our completion guarantee related to CityCenter.

The land underlying MGM Grand Detroit, along with substantially all of the assets of that resort, serves as collateral to secure its $450 million obligation outstanding as a co-borrower under our senior credit facility.

The land underlying Gold Strike Tunica, along with substantially all of the assets of that resort and the 15 acres across from the Luxor, serve as collateral to secure up to $300 million of obligations outstanding under our senior credit facility.

Borgata occupies approximately 46 acres at Renaissance Pointe, including 19 acres we lease to Borgata. Borgata owns approximately 27 acres which are used as collateral for bank credit facilities along with substantially all of the assets of that resort in the amount of up to $760 million. As of December 31, 2009, $680 million was outstanding under Borgata’s bank credit facility.

MGM Grand Macau occupies an approximately 10 acre site which it possesses under a 25 year land use right agreement with the Macau government. MGM Grand Paradise Limited’s interest in the land use right agreement is used as collateral for MGM Grand Paradise Limited’s bank credit facility. As of December 31, 2009, approximately $850 million was outstanding under the bank credit facility.

Silver Legacy occupies approximately five acres in Reno, Nevada, adjacent to Circus Circus Reno. The land along with substantially all of the assets of that resort are used as collateral for Silver Legacy’s senior credit facility and 10.125% mortgage notes. As of December 31, 2009, $143 million of principal of the 10.125% mortgage notes were outstanding.

CityCenter occupies approximately 67 acres of land between Bellagio and Monte Carlo. The site along with substantially all of the assets of that resort, serves as collateral for CityCenter’s bank credit facility. As of December 31, 2009, there is $1.8 billion outstanding under the bank credit facility.

All of the borrowings by our unconsolidated affiliates described above are non-recourse to MGM MIRAGE. Other than as described above, none of our other assets serve as collateral.

ITEM 3.   LEGAL PROCEEDINGS

New Jersey regulatory review of Macau investment.

In its June 2005 report to the New Jersey Casino Control Commission (the “New Jersey Commission”) on the application of Borgata for renewal of its casino license, the DGE stated that it was conducting an investigation of our relationship with our joint venture partner in Macau and that the DGE would report to the New Jersey Commission any material information it deemed appropriate.

On May 18, 2009, the New Jersey Division of Gaming Enforcement (“DGE”) issued a report to the New Jersey Commission on its investigation. In the report, the DGE recommended, among other things, that: (i) our Macau joint venture partner be found to be unsuitable; (ii) we be directed to disengage ourselves from any business association with our Macau joint venture partner; (iii) our due diligence/compliance efforts be found to be deficient; and (iv) the New Jersey Commission hold a hearing to address the report.

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The DGE is responsible for investigating licensees and prosecuting matters before the New Jersey Commission. However, the report is merely a recommendation and is not binding on the New Jersey Commission, which has sole responsibility and authority for deciding all regulatory and licensing matters. The New Jersey Commission has not yet taken any action with respect to the report, but on July 27, 2009, the DGE submitted a letter to the New Jersey Commission recommending that the New Jersey Commission reopen the licensing of Borgata to address the ongoing suitability of the Company as a licensee; under New Jersey regulations, the New Jersey Commission is obligated to reopen the licensing. This was a procedural step required by the New Jersey Casino Control Act that does not represent a finding as to the issues raised by the DGE. The Company will have the opportunity to respond to the DGE report in an open public proceeding.

We are currently involved in constructive settlement discussions with the DGE, which have centered on us placing our 50% ownership interest in the Borgata Hotel Casino & Spa and related leased land in Atlantic City into a divestiture trust for which we would be the sole economic beneficiary. Any settlement is subject to both DGE and New Jersey Commission approval.

Securities and derivative litigation.

Six lawsuits have been filed in Nevada federal and state court against the Company and various of its former and current directors and officers by various shareholders alleging federal securities laws violations and/or related breaches of fiduciary duties in connection with statements allegedly made by the defendants during the period August 2007 through the date of such filings. In general, the lawsuits assert the same or similar allegations, including that defendants artificially inflated the Company’s common stock price by knowingly making materially false and misleading statements and omissions to the investing public about the Company’s financial statements and condition, operations, CityCenter, and the intrinsic value of the Company’s common stock; that these alleged misstatements and omissions thereby enabled certain Company insiders to derive personal profit from the sale of Company common stock to the public; that defendants caused plaintiffs and other shareholders to purchase MGM MIRAGE common stock at artificially inflated prices; and that defendants imprudently implemented a share repurchase program during the relevant time period to the detriment of the Company.

The lawsuits are:

Robert Lowinger v. MGM MIRAGE, et al. Filed August 19, 2009. Case No. 2:09-cv-01558-RCL-LRL, U.S. District Court for the District of Nevada. Khachatur Hovhannisyan v. MGM MIRAGE, et al. Filed October 19, 2009. Case No. 2:09-cv-02011-LRH-RJJ, U.S. District Court for the District of Nevada. These putative class actions name MGM MIRAGE and certain former and current directors and officers and allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. On November 4, 2009, the Court entered an Order consolidating for all purposes the Lowinger and Hovhannisyan actions before the Honorable Robert C. Jones, with such consolidated actions captioned as “In re MGM MIRAGE Securities Litigation.”

Mario Guerrero v. James J. Murren, et al.  Filed September 14, 2009. Case No. 2:09-cv-01815-KJD-RJJ, U.S. District Court for the District of Nevada. This purported shareholder derivative action against certain former and current directors and officers alleges, among other things, breach of fiduciary duty by defendants’ asserted improper financial reporting, insider selling and misappropriation of information; and unjust enrichment. MGM MIRAGE is named as a nominal defendant.

Regina Shamberger v. J. Terrence Lanni, et al.  Filed September 14, 2009. Case No. 2:09-cv-01817-PMP-GWF, U.S. District Court for the District of Nevada. This purported shareholder derivative action against certain former and current directors and officers alleges, among other things, breach of fiduciary duty by defendants’ asserted insider selling and misappropriation of information; waste of corporate assets; and unjust enrichment. MGM MIRAGE is named as a nominal defendant.

Charles Kim v. James J. Murren, et al.  Filed September 23, 2009. Case No. A-09-599937-C, Eighth Judicial District Court, Clark County, Nevada. This purported shareholder derivative action against certain former and current directors and officers alleges, among other things, breach of fiduciary duty by defendants’ asserted dissemination of false and misleading statements to the public, failure to maintain internal controls, and failure to properly oversee and manage the Company; unjust enrichment; abuse of control; gross mismanagement; and waste of corporate assets. MGM MIRAGE is named as a nominal defendant.

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Sanjay Israni v. Robert H. Baldwin, et al.  Filed September 25, 2009. Case No. CV-09-02914, Second Judicial District Court, Washoe County, Nevada. This purported shareholder derivative action against certain former and current directors and a Company officer alleges, among other things, breach of fiduciary duty by defendants’ asserted insider selling and misappropriation of information; abuse of control; gross mismanagement; waste of corporate assets; unjust enrichment; and contribution and indemnification. MGM MIRAGE is named as a nominal defendant.

The lawsuits seek unspecified compensatory damages, restitution and disgorgement of alleged profits, injunctive relief related to corporate governance and/or attorneys’ fees and costs. The Company intends to vigorously defend itself against these claims.

Other

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

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of our security holders during the fourth quarter of 2009.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock Information

Our common stock is traded on the New York Stock Exchange under the symbol “MGM.” The following table sets forth, for the calendar quarters indicated, the high and low sale prices of our common stock on the New York Stock Exchange Composite Tape.

	2009				2008
	High		Low		High		Low
First quarter	$	16.89	$	1.81	$	84.92	$	57.26
Second quarter		14.01		2.34		62.90		33.00
Third quarter		14.25		5.34		38.49		21.65
Fourth quarter		12.72		8.54		27.70		8.00

There were approximately 4,348 record holders of our common stock as of February 16, 2010.

We have not paid dividends on our common stock in the last two fiscal years. As a holding company with no independent operations, our ability to pay dividends will depend upon the receipt of dividends and other payments from our subsidiaries. Furthermore, our senior credit facility contains financial covenants that could restrict our ability to pay dividends. Our Board of Directors periodically reviews our policy with respect to dividends, and any determination to pay dividends in the future will be at the sole discretion of the Board of Directors.

Share Repurchases

Our share repurchases are only conducted under repurchase programs approved by our Board of Directors and publicly announced. We did not repurchase shares of our common stock during the quarter ended December 31, 2009. The maximum number of shares available for repurchase under our May 2008 repurchase program was 20 million as of December 31, 2009.

Equity Compensation Plan Information

The following table includes information about our equity compensation plans at December 31, 2009:

	Number of securities				Number of securities
	to be issued upon		Weighted average per		remaining available
	exercise of		share exercise price of		for future issuance
	outstanding options,		outstanding options,		under equity
	warrants and rights		warrants and rights		compensation plans
	(In thousands, except per share data)
Equity compensation plans approved by security holders(1)		29,291	$	23.17		13,022

(1) As of December 31, 2009 we had 1.1 million restricted stock units outstanding that do not have an exercise price; therefore, the weighted average per share exercise price only relates to outstanding stock options and stock appreciation rights.

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ITEM 6.   SELECTED FINANCIAL DATA

	For The Years Ended December 31,
	2009			2008			2007		2006		2005
	(In thousands, except per share data)
Net revenues	$	5,978,589		$	7,208,767		$	7,691,637	$	7,175,956	$	6,128,843
Operating income (loss)		(963,876	)		(129,603	)		2,863,930		1,758,248		1,330,065
Income (loss) from continuing operations		(1,291,682	)		(855,286	)		1,400,545		635,996		435,366
Net income (loss)		(1,291,682	)		(855,286	)		1,584,419		648,264		443,256
Basic earnings per share:
Income (loss) from continuing operations	$	(3.41	)	$	(3.06	)	$	4.88	$	2.25	$	1.53
Net income (loss) per share		(3.41	)		(3.06	)		5.52		2.29		1.56
Weighted average number of shares		378,513			279,815			286,809		283,140		284,943
Diluted earnings per share:
Income (loss) from continuing operations	$	(3.41	)	$	(3.06	)	$	4.70	$	2.18	$	1.47
Net income (loss) per share		(3.41	)		(3.06	)		5.31		2.22		1.50
Weighted average number of shares		378,513			279,815			298,284		291,747		296,334
At year-end:
Total assets	$	22,518,210		$	23,274,716		$	22,727,686	$	22,146,238	$	20,699,420
Total debt, including capital leases		14,060,270			13,470,618			11,182,003		12,997,927		12,358,829
Stockholders’ equity		3,870,432			3,974,361			6,060,703		3,849,549		3,235,072
Stockholders’ equity per share	$	8.77		$	14.37		$	20.63	$	13.56	$	11.35
Number of shares outstanding		441,222			276,507			293,769		283,909		285,070

The following events/transactions affect the year-to-year comparability of the selected financial data presented above:

Acquisitions and Dispositions

•  Our acquisition of Mandalay Resort Group closed on April 25, 2005.

•  In April 2007, we sold the Primm Valley Resorts.

•  In June 2007, we sold the Colorado Belle and Edgewater resorts in Laughlin, Nevada (the “Laughlin Properties”).

•  In 2007, we recognized a $1.03 billion pre-tax gain on the contribution of CityCenter to a joint venture.

•  In March 2009, we sold the Treasure Island casino resort (“TI”) in Las Vegas, Nevada and recorded a gain on the sale of $187 million.

The results of the Primm Valley Resorts and the Laughlin Properties are classified as discontinued operations for all applicable periods presented, including the gain on sales of such assets.

Other

•  Beau Rivage was closed from August 2005 to August 2006 due to Hurricane Katrina.

•  During 2007 and 2006, we recognized our share of profits from the sale of condominium units at The Signature at MGM Grand. We recognized $93 million and $117 million (pre-tax) of such income in 2007 and 2006, respectively.

•  During 2007 and 2006, we recognized $284 million and $86 million, respectively, of pre-tax income for insurance recoveries related to Hurricane Katrina.

•  In 2008, we recognized a $1.2 billion non-cash impairment charge related to goodwill and indefinite-lived intangible assets recognized in the Mandalay acquisition.

•  In 2009, we recorded non-cash impairment charges of $176 million related to our M Resort note, $956 million related to our investment in CityCenter, $203 million related to our share of the CityCenter residential impairment, and $548 million related to our land holdings on Renaissance Pointe in Atlantic City and capitalized development costs related to our postponed MGM Grand Atlantic City Project.

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ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

Liquidity and Financial Position

We have significant indebtedness and we have significant financial commitments in 2010. On December 30, 2009, we borrowed the $1.6 billion then available to us under our senior credit facility in order to increase our capacity for issuing additional senior secured notes under our existing public notes indentures; we repaid this borrowing on January 4, 2010. Therefore, as of December 31, 2009, we had a higher than normal cash balance of $2.1 billion. As of December 31, 2009, we had approximately $14.1 billion of total long-term debt including amounts outstanding under our senior credit facility. As discussed below, on February 25, 2010, we entered into an agreement amending our senior credit facility, which, among other things, provides for an extension of the maturity date for a portion of our senior credit facility (subject to the fulfillment of certain conditions), provided for a reduction in the credit exposures of lenders agreeing to such extensions, and an increase in applicable interest rates payable to such lenders.

As of December 31, 2009 our financial obligations in 2010 included $1.1 billion related to maturities of long-term debt; $1.0 billion in estimated interest payments on outstanding debt; and an estimated $394 million under our CityCenter completion guarantee which we expect to be partially offset by up to $244 million in proceeds from the sale of residential units at CityCenter, though the timing of receipt of such proceeds is uncertain. In addition, we expect to invest approximately $250 million in currently uncommitted capital expenditures at our resorts in 2010.

Giving effect to the January 4, 2010 repayment, we had approximately $1.6 billion available under our senior credit facility to fund our 2010 obligations as of December 31, 2009. We have no other existing sources of borrowing availability, except to the extent we reduce amounts outstanding under the senior credit facility. In addition, we historically have generated significant cash flows from operations; we generated approximately $1.4 billion in cash flows from operations before deducting cash paid for interest in 2009. We also expect to receive tax refunds of approximately $385 million during 2010.

On February 25, 2010 we entered into an amendment (the “Amendment”) to our senior credit facility which:

•  Provides us a period through June 30, 2010 to raise sufficient capital to make the “Required Prepayments” described below;

•  Permits us to issue not more than $850 million of secured indebtedness to finance all or a portion of the Required Prepayments;

•  Permits us to transfer our 50% interest in Borgata and certain land and cash into a trust — see “Borgata” below; and

•  Requires the payment of an amendment fee to all lenders under our credit facility.

Pursuant to the Amendment, a restatement of our senior credit facility (the “Restated Loan Agreement”) will become effective upon making of the Required Prepayments and satisfaction of certain documentary conditions provided that these occur no later than June 30, 2010.

The Restated Loan Agreement:

•  Requires us to make a 20% reduction in credit exposures of those of our lenders which have agreed to extend their commitments, other than lenders which have waived such reduction (the “Required Prepayments” —  approximately $820 million);

•  Subject to the making of the Required Prepayments and the fulfillment of certain other conditions, re-tranches the senior credit facility so that approximately $1.4 billion of revolving loans and commitments will be effectively converted into term loans, leaving a revolving credit commitment of $2.0 billion, approximately $300 million of which will mature in October 2011;

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•  Requires us to repay in full the approximately $1.2 billion owed to lenders which have not agreed to extend their commitments on or before the existing maturity date in October 2011;

•  Extends (subject to certain conditions) the maturity date for the remaining approximately $3.6 billion of the loans and lending commitments (adjusted for the Required Prepayments) under the credit facility through February 21, 2014;

•  Provides for extension fees and a 100 basis point increase in interest rate for extending lenders; and

•  Continues the existing minimum EBITDA and maximum annual capital expenditure convenants with periodic step-ups during the extension period.

In addition, the Restated Loan Agreement will allow us to issue unsecured debt and equity securities to refinance indebtedness maturing prior to October 3, 2011 and the $1.2 billion portion of the obligations owed to non-extending Lenders. Following the repayment of such lenders and the fulfillment of certain other conditions, the maturity of the balance of the senior credit facility will be extended to February 21, 2014 and the Restated Loan Agreement will thereafter permit us to issue unsecured debt and equity securities to refinance indebtedness which matures prior to the maturity date of the extended facilities. However, (a) indebtedness in amounts issued in excess of $250 million over such interim maturities requires ratable prepayment of the credit facilities in an amount equal to 50% of the net cash proceeds of such excess, and (b) equity amounts issued in excess of $500 million over such interim maturities require ratable prepayment of the credit facilities in an amount equal to 50% of the net cash proceeds of such excess.

Current Operations

At December 31, 2009, our operations consisted of 15 wholly-owned casino resorts and 50% investments in five other casino resorts, including:

Las Vegas, Nevada:	CityCenter (50% owned and managed by us), Bellagio, MGM Grand Las Vegas, Mandalay Bay, The Mirage, Luxor, New York-New York, Excalibur, Monte Carlo and Circus Circus Las Vegas.
Other:	Circus Circus Reno and Silver Legacy (50% owned) in Reno, Nevada; Gold Strike in Jean, Nevada; Railroad Pass in Henderson, Nevada; MGM Grand Detroit in Detroit, Michigan; Beau Rivage in Biloxi, Mississippi and Gold Strike Tunica in Tunica, Mississippi; Borgata (50% owned) in Atlantic City, New Jersey; Grand Victoria (50% owned) in Elgin, Illinois; and MGM Grand Macau (50% owned).

Other operations include the Shadow Creek golf course in North Las Vegas and Fallen Oak golf course in Saucier, Mississippi. We also own the Primm Valley Golf Club at the California state line, which is currently operated by a third party. In December 2008, we entered into an agreement to sell TI; the sale closed in March 2009.

CityCenter.  The other 50% of CityCenter is owned by Infinity World Development Corp (“Infinity World”), a wholly-owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity. CityCenter consists of Aria, a 4,000-room casino resort; Mandarin Oriental Las Vegas, a 400-room non-gaming boutique hotel; Crystals, a 425,000 square foot retail district, including shops, dining and entertainment venues; and Vdara, a 1,495-room luxury condominium-hotel. In addition, CityCenter features residential units in the Residences at Mandarin Oriental — 225 units, and Veer — approximately 670 units. Aria opened on December 16, 2009 and Vdara, Mandarin Oriental and Crystals all opened in early December 2009. The residential units within CityCenter began the sales closing process in early 2010. Additionally, CityCenter postponed the opening of The Harmon Hotel & Spa, a 400-room non-gaming boutique hotel, until such time as we and Infinity World mutually agree to proceed with its completion. We receive a management fee of 2% of gross revenues for the management of Aria and Vdara, and 5% of EBITDA, as defined. In addition, we receive an annual fee of $3 million for the management of Crystals.

Borgata.  In May 2009, the New Jersey Division of Gaming Enforcement (the “DGE”) issued a report which recommended to the New Jersey Casino Control Commission (the “New Jersey Commission) that, among other things, our Macau joint venture partner be found to be unsuitable and we be directed to disengage from any business association with such Macau joint venture partner. We are currently involved in constructive settlement discussions

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with the DGE, which have centered on us placing our 50% ownership interest in the Borgata Hotel Casino & Spa and related leased land in Atlantic City into a divestiture trust (the “Trust”) for which we would be the sole economic beneficiary. Any settlement is subject to both DGE and New Jersey Commission approval.

In February 2010, we entered into an amendment to our joint venture agreement with Boyd Gaming Corporation (“Boyd”) to permit the transfer of our 50% ownership interest into the Trust in connection with our potential settlement agreement with the DGE. The amendment also includes the following provisions that would become effective only upon the transfer of the joint venture interests into Trust: Boyd would receive a priority partnership distribution of approximately $31 million (equal to the excess prior capital contributions by Boyd) upon successful refinancing of the Borgata credit facility; in addition, Boyd would receive a payment from the Trust equal to the greater of $10 million or 3% of the proceeds from the sale of our 50% interest in Borgata.

If we reach a settlement agreement with the DGE, we will discontinue the equity method of accounting for Borgata at the point the assets are placed in the Trust and will account for our rights under the trust arrangement under the cost method of accounting. Earnings and losses that relate to the investment that were previously accrued will remain as a part of the carrying amount of the investment. Distributions received by the Trust in subsequent periods that do not exceed our share of earnings will be recognized currently in earnings. However, distributions to the Trust in subsequent periods that exceed our share of earnings for such periods will be applied to reduce the carrying amount of our investment.

Key Performance Indicators

Our primary business is the ownership and operation of casino resorts, which includes offering gaming, hotel, dining, entertainment, retail and other resort amenities. Over half of our net revenue is derived from non-gaming activities, a higher percentage than many of our competitors, as our operating philosophy is to provide a complete resort experience for our guests, including non-gaming amenities for which our guests are willing to pay a premium. Our significant convention and meeting facilities allow us to maximize hotel occupancy and customer volumes during off-peak times such as mid-week or during traditionally slower leisure travel periods, which also leads to better labor utilization. We believe that we own several of the premier casino resorts in the world and have continually reinvested in our resorts to maintain our competitive advantage.

As a resort-based company, our operating results are highly dependent on the volume of customers at our resorts, which in turn affects the price we can charge for our hotel rooms and other amenities. We also generate a significant portion of our operating income from the high-end gaming segment, which can be a cause for variability in our results. Key performance indicators related to revenue are:

•  Gaming revenue indicators — table games drop and slots handle (volume indicators); “win” or “hold” percentage, which is not fully controllable by us. Our normal table games win percentage is in the range of 18% to 22% of table games drop and our normal slots win percentage is in the range of 7% to 8% of slots handle;

•  Hotel revenue indicators — hotel occupancy (a volume indicator); average daily rate (“ADR,” a price indicator); revenue per available room (“REVPAR,” a summary measure of hotel results, combining ADR and occupancy rate).

Most of our revenue is essentially cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. Our resorts, like many in the industry, generate significant operating cash flow. Our industry is capital intensive and we rely heavily on the ability of our resorts to generate operating cash flow to repay debt financing, fund maintenance capital expenditures and provide excess cash for future development.

We generate a majority of our net revenues and operating income from our resorts in Las Vegas, Nevada, which exposes us to certain risks outside of our control, such as increased competition from new or expanded Las Vegas resorts, and from the expansion of gaming in California. We are also exposed to risks related to tourism and the general economy, including national and global economic conditions and terrorist attacks or other global events.

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Our results of operations do not tend to be seasonal in nature, though a variety of factors may affect the results of any interim period, including the timing of major Las Vegas conventions, the amount and timing of marketing and special events for our high-end customers, and the level of play during major holidays, including New Year and Chinese New Year. We market to different customer segments to manage our hotel occupancy, such as targeting large conventions to ensure mid-week occupancy. Our results do not depend on key individual customers, although our success in marketing to customer groups, such as convention customers, or the financial health of customer segments, such as business travelers or high-end gaming customers from a particular country or region, can affect our results.

Impact of Economic Conditions and Credit Markets on Our Results of Operations

The state of the U.S. economy has negatively affected our results of operations since 2008 and we expect to continue to be affected by certain aspects of the current economic conditions — high unemployment and weak housing market, for example — into 2010. The decrease in liquidity in the credit markets which began in late 2007 and accelerated in late 2008 also significantly affected our results of operations and financial condition.

Uncertain economic conditions continue to affect our customers’ spending levels. Travel and travel-related expenditures have been particularly affected as businesses and consumers have altered their spending patterns which has led to decreases in visitor volumes and customer spending. Businesses responded to the difficult economic conditions by reducing travel budgets. This factor, along with perceptions surrounding certain types of business travel, negatively affected convention attendance in Las Vegas in 2009. Convention and catering customers cancelled or postponed a significant number of events occurring during 2008, 2009, and early 2010. Other conditions currently or recently present in the economic environment which tend to negatively affect our operating results include:

•  Weaknesses in employment and increases in unemployment;

•  Weak consumer confidence;

•  Weak housing market and significant declines in housing prices and related home equity; and

•  Decreases in air capacity to Las Vegas.

Because of these economic conditions, we have increasingly focused on managing costs and continue to review all areas of operations for efficiencies. We continually manage staffing levels across all our resorts and have reduced our salaried management positions. As a result, the average number of full-time equivalents at our resorts for the year ended December 31, 2009 was 11% lower than 2008, which was 8% lower than 2007.

In addition, we did not pay discretionary bonuses for 2008 due to not meeting our internal profit targets; we suspended Company contributions to our 401(k) plan and our nonqualified deferred compensation plans in 2009; we rescinded cost of living increases for non-union employees in 2009; and we reached an agreement with our primary union to defer the 2009 contractual pay increase. We paid discretionary bonuses for 2009 in February 2010 and we will provide general salary increases to certain salaried employees in 2010. However, company matching contributions to our 401(k) plan and our nonqualified deferred compensation plans will remain frozen until such time as we believe it is prudent to reinstate these benefits.

Our results of operations are also affected by decisions we made related to our capital allocation, our access to capital, and our cost of capital — all of which are affected by the uncertain state of the global economy and the continued instability in the capital markets. For example:

•  In connection with the amendments to our senior credit facility in 2008, 2009, and 2010, we will incur higher interest costs;

•  Senior notes issued in November 2008, May 2009 and September 2009 carry significantly higher interest rates than the notes maturing in 2009 and 2010, which will also lead to higher interest costs; and

•  Several credit agencies downgraded our credit rating in 2008 and 2009, which may affect our ability to access future capital and cause future borrowings to carry higher interest rates.

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Impairment Charges

Atlantic City Renaissance Pointe Land.  We reviewed the carrying value of our Renaissance Pointe land holdings for impairment at December 31, 2009 as we do not intend to pursue development of our MGM Grand Atlantic City project for the foreseeable future. Our Renaissance Pointe land holdings include a 72-acre development site and 10 acres of land subject to a long-term lease with the Borgata joint venture. The fair value of the development land was determined based on a market approach, and the fair value of land subject to the long-term lease with Borgata was determined using a discounted cash flow analysis using expected contractual cash flows under the lease discounted at a market capitalization rate. As a result, we recorded a non-cash impairment charge of $548 million in the 2009 fourth quarter, which was included in “Property transactions, net” related to our land holdings on Renaissance Pointe and capitalized development costs.

CityCenter.  At September 30, 2009, we reviewed our CityCenter investment for impairment using revised operating forecasts developed by CityCenter management late in the third quarter of 2009. In addition, the impairment charge related to CityCenter’s residential real estate under development discussed below further indicated that our investment may have experienced an “other-than-temporary” decline in value. Our discounted cash flow analysis for CityCenter included estimated future cash outflows for construction and maintenance expenditures and future cash inflows from operations, including residential sales. Based on our analysis, we determined that the carrying value of our investment exceeded its fair value and therefore an impairment was indicated. We intend to, and believe we will be able to, retain our investment in CityCenter; however, due to the extent of the shortfall and our assessment of the uncertainty of fully recovering our investment, we determined that the impairment was “other-than-temporary” and recorded an impairment charge of $956 million included in “Property transactions, net.”

In addition, included in “Income (loss) from unconsolidated affiliates” is our share of an impairment charge relating to CityCenter residential real estate under development (“REUD”). CityCenter was required to review its REUD for impairment at September 30, 2009, mainly due to CityCenter’s September 2009 decision to discount the prices of its residential inventory by 30%. This decision and related market conditions led to CityCenter management’s conclusion that the carrying value of the REUD is not recoverable based on estimates of undiscounted cash flows. As a result, CityCenter was required to compare the fair value of its REUD to its carrying value and record an impairment charge in the third quarter of 2009 for the shortfall. Fair value of the REUD was determined using a discounted cash flow analysis based on management’s current expectations of future cash flows. The key inputs in the discounted cash flow analysis included estimated sales prices of units currently under contract and new unit sales, the absorption rate over the sell-out period, and the discount rate. This analysis resulted in an impairment charge of approximately $348 million of the REUD. We recognized 50% of such impairment charge, adjusted by certain basis differences, resulting in a pre-tax charge of $203 million. Once the residential inventory is complete, in the first quarter of 2010, CityCenter will be required to measure such inventory at the lower of a) its carrying value, or b) fair value less costs to sell. It is reasonably possible that the fair value less cost to sell of the residential inventory at completion will be below the inventory’s carrying value, and that the joint venture will be required to record an additional impairment charge at that time. We would record 50% of any such impairment charge, adjusted for certain basis differences.

M Resort Note.  At June 30, 2009, we reviewed our M Resort Note for impairment. Based on our review of the operating results of M Resort, as well as the M Resort’s management’s revised cash flow projections post-opening, which were significantly lower than original predictions due to market and general economic conditions, we determined that the fair value of the M Resort Note was $0, that the decline in value was “other-than-temporary,” and that the entire amount of the indicated impairment related to a credit loss. Based on these conclusions, we recorded a pre-tax impairment of $176 million in the second quarter of 2009 within “Other non-operating expense.”

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2008 Goodwill Impairment.  We perform our annual impairment test related to goodwill and indefinite-lived intangible assets during the fourth quarter of each year. No impairment charges were recorded as a result of our 2009 analysis. As a result of our 2008 analysis, we recognized a non-cash impairment charge of $1.2 billion. The impairment charge related solely to the goodwill and other indefinite-lived intangible assets recognized in the 2005 acquisition of Mandalay Resort Group, and represented substantially all of the goodwill recognized at the time of the Mandalay acquisition and a minor portion of the value of trade names related to the Mandalay resorts. The impairment charge resulted from factors affected by economic conditions at the time, including: 1) lower market valuation multiples for gaming assets; 2) higher discount rates resulting from turmoil in the credit and equity markets; and 3) cash flow forecasts for the Mandalay resorts.

Hurricane Katrina and the Monte Carlo Fire

We maintain insurance for both property damage and business interruption relating to catastrophic events, such as Hurricane Katrina affecting Beau Rivage in August 2005 and the rooftop fire at Monte Carlo in January 2008. Business interruption coverage covers lost profits and other costs incurred during the closure period and up to six months following re-opening.

Hurricane Katrina.  We reached final settlement agreements with our insurance carriers related to Hurricane Katrina in late 2007. In total, we received insurance recoveries of $635 million, which exceeded the $265 million net book value of damaged assets and post-storm costs incurred. We recognized the $370 million of excess insurance recoveries in income in 2007 and 2006. In 2007, $67 million and $217 million of such excess insurance recoveries were recognized as offsets to “General and administrative” expense and “Property transactions, net,” respectively.

Monte Carlo fire.  We reached final settlement agreements for the Monte Carlo Fire in early 2009. In total, we received $74 million of proceeds from our insurance carriers. We recognized the $41 million of excess insurance recoveries in income in 2009 and 2008, with recoveries offsetting a write-down of $4 million related to the net book value of damaged assets, demolition costs of $7 million, and operating costs of $21 million. In 2009, $15 million and $7 million of such excess insurance recoveries were recognized as offsets to “General and administrative” expense and “Property transactions, net,” respectively. In 2008, $9 million and $10 million of such excess insurance recoveries were recognized as offsets to “General and administrative” expense and “Property transactions, net,” respectively.

Results of Operations

The following discussion is based on our consolidated financial statements for the years ended December 31, 2009, 2008 and 2007. Certain results referenced in this section are on a “same store” basis excluding the results of TI.

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Summary Financial Results

The following table summarizes our financial results:

	Year Ended December 31,
				Percentage				Percentage
	2009			Change	2008			Change	2007
	(In thousands, except per share data)
Net revenues	$	5,978,589		(17)%	$	7,208,767		(6)%	$	7,691,637
Operating expenses:
Casino and hotel operations		3,539,306		(12)%		4,034,374		0%		4,027,558
General and administrative		1,100,193		(14)%		1,278,944		2%		1,251,952
Corporate expense		143,764		32%		109,279		(44)%		193,893
Preopening		53,013		130%		23,059		(75)%		92,105
Property transactions, net		1,328,689		10%		1,210,749		NM		(186,313	)
CityCenter gain		—		—		—		NM		(1,029,660	)
Depreciation and amortization		689,273		(11)%		778,236		11%		700,334
Total operating expenses		6,854,238		(8)%		7,434,641		47%		5,049,869
Income (loss) from unconsolidated affiliates		(88,227	)	(192)%		96,271		(57)%		222,162
Operating income (loss)	$	(963,876	)	(644)%	$	(129,603	)	(105)%	$	2,863,930
Income (loss) from continuing operations	$	(1,291,682	)	(51)%	$	(855,286	)	(161)%	$	1,400,545
Net income (loss)		(1,291,682	)	(51)%		(855,286	)	(154)%		1,584,419
Diluted income (loss) from continuing operations per share	$	(3.41	)	(11)%	$	(3.06	)	(165)%	$	4.70
Diluted net income (loss) per share		(3.41	)	(11)%		(3.06	)	(158)%		5.31

Net revenues decreased in 2009 and 2008 largely due to the economic factors discussed in “Impact of Economic Conditions and Credit Markets on Our Results of Operations.” As discussed further in “Operating Results — Detailed Revenue Information” revenues have decreased across all business lines. We reduced departmental operating expenses to maximize operating results by implementing cost savings efforts, but due to our leveraged business model a significant portion of the decline in revenue affected operating results and earnings.

Corporate expense increased in 2009 as a result of higher legal and advisory costs associated with our activities to improve our financial position as well as the accrual of bonus expense in 2009. Corporate expense in 2008 declined from 2007 as a result of cost reduction efforts throughout the year and no bonus accrual due to not meeting internal profit targets. In addition, corporate expenses in 2007 included costs associated with the CityCenter joint venture transaction.

Depreciation and amortization expense decreased in 2009 due to certain assets becoming fully depreciated and the sale of TI. In 2008, depreciation increased 11% due to the significant capital investments in our resorts in the previous few years. In addition, other transactions, events, and impairment charges had a significant impact on our earnings performance, certain of which we discussed in the “Executive Overview” section. As a result, operating loss was $964 million and $130 million in 2009 and 2008, respectively.

Operating Results — Adjusted EBITDA

“Adjusted EBITDA” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening and start-up expenses, and property transactions, net. “Adjusted Property EBITDA” is Adjusted EBITDA before corporate expense and stock compensation expense and in 2007 the gain on our CityCenter transaction. Adjusted EBITDA and Adjusted Property EBITDA information is presented solely as a supplemental disclosure to reported GAAP measures because we believe that these measures are 1) widely used measures of operating performance in the gaming industry, and 2) a principal basis for valuation of gaming companies.

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We believe that while items excluded from Adjusted EBITDA and Adjusted Property EBITDA 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. Also, we believe excluded items may not relate specifically to current operating trends or be indicative of future results. For example, preopening and start-up expenses will be significantly different in periods when we are developing and constructing a major expansion project and dependent 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 and gains and losses on sales of assets related to specific assets within our resorts, but also includes gains or losses on sales of an entire operating resort or a group of resorts and impairment charges on entire asset groups or investments in unconsolidated affiliates, which may not be comparable period over period.

In addition, capital allocation, tax planning, financing and stock compensation awards are all managed at the corporate level. Therefore, we use Adjusted Property EBITDA as the primary measure of our operating resorts’ performance.

Adjusted EBITDA or Adjusted Property EBITDA should not be construed as an alternative to operating income or net income, as an indicator of our performance; or as an alternative to cash flows from operating activities, as a measure of liquidity; or as any other measure determined in accordance with generally accepted accounting principles. We have significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in Adjusted EBITDA. Also, other companies in the gaming and hospitality industries that report Adjusted EBITDA information may calculate Adjusted EBITDA in a different manner.

On a same store basis, Adjusted EBITDA decreased 38% in 2009 and 23% in 2008. Excluding the $203 million impact from the residential impairment charge recorded by CityCenter, the $12 million impairment charge related to our postponed joint venture project on the North Las Vegas Strip, and Monte Carlo insurance recoveries, Adjusted EBITDA decreased 27% in 2009.

On a same store basis, Adjusted Property EBITDA decreased 34% in 2009 and 24% in 2008. Excluding the charges noted above, Adjusted Property EBITDA decreased 23% in 2009 with a margin of 25% versus 28% in 2008. These decreases were largely due to the factors discussed in “Summary Financial Results” and “Impact of Economic Conditions and Credit Markets on Our Results of Operations.” Our regional resorts were affected to a lesser extent than our Las Vegas Strip resorts — Adjusted Property EBITDA at Gold Strike Tunica increased 43% in 2009 on top of a 19% increase in 2008. Adjusted Property EBITDA at MGM Grand Detroit was flat in 2009 and 2008.

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The following table presents a reconciliation of Adjusted EBITDA to net income (loss):

	Year Ended December 31,
	2009			2008			2007
	(In thousands)
Adjusted EBITDA	$	1,107,099		$	1,882,441		$	2,440,396
Preopening and start-up expenses		(53,013	)		(23,059	)		(92,105	)
Property transactions, net		(1,328,689	)		(1,210,749	)		186,313
Gain on CityCenter transaction		—			—			1,029,660
Depreciation and amortization		(689,273	)		(778,236	)		(700,334	)
Operating income (loss)		(963,876	)		(129,603	)		2,863,930
Non-operating income (expense)
Interest expense, net		(775,431	)		(609,286	)		(708,343	)
Other, net		(273,286	)		69,901			2,841
		(1,048,717	)		(539,385	)		(705,502	)
Income (loss) from continuing operations before income tax		(2,012,593	)		(668,988	)		2,158,428
Benefit (provision) for income taxes		720,911			(186,298	)		(757,883	)
Income (loss) from continuing operations		(1,291,682	)		(855,286	)		1,400,545
Discontinued operations		—			—			183,874
Net income (loss)	$	(1,291,682	)	$	(855,286	)	$	1,584,419

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

	Year Ended December 31, 2009
				Preopening			Property			Depreciation
	Operating			and Start-up			Transactions,			and		Adjusted
	Income (Loss)			Expenses			Net			Amortization		EBITDA
							(In thousands)
Bellagio	$	157,079		$	—		$	2,326		$	115,267	$	274,672
MGM Grand Las Vegas		123,378			—			30			90,961		214,369
Mandalay Bay		65,841			948			(73	)		93,148		159,864
The Mirage		74,756			—			313			66,049		141,118
Luxor		37,527			(759	)		181			39,218		76,167
Treasure Island		12,730			—			(1	)		—		12,729
New York-New York		45,445			—			1,631			31,479		78,555
Excalibur		47,973			—			(16	)		24,173		72,130
Monte Carlo		16,439			—			(4,740	)		24,895		36,594
Circus Circus Las Vegas		4,015			—			(9	)		23,116		27,122
MGM Grand Detroit		90,183			—			7,336			40,491		138,010
Beau Rivage		16,234			—			157			49,031		65,422
Gold Strike Tunica		29,010			—			(209	)		16,250		45,051
Management operations		7,285			—			2,473			8,564		18,322
Other operations		(4,172	)		—			(57	)		5,988		1,759
Unconsolidated resorts		(139,896	)		52,824			—			—		(87,072	)
		583,827			53,013			9,342			628,630		1,274,812
Stock compensation		(36,571	)		—			—			—		(36,571	)
Corporate		(1,511,132	)		—			1,319,347			60,643		(131,142	)
	$	(963,876	)	$	53,013		$	1,328,689		$	689,273	$	1,107,099

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	Year Ended December 31, 2008
				Preopening		Property			Depreciation
	Operating			and Start-up		Transactions,			and		Adjusted
	Income (Loss)			Expenses		Net			Amortization		EBITDA
	(In thousands)
Bellagio	$	257,415		$	—	$	1,130		$	133,755	$	392,300
MGM Grand Las Vegas		170,049			443		2,639			97,661		270,792
Mandalay Bay		145,005			11		1,554			101,925		248,495
The Mirage		99,061			242		6,080			62,968		168,351
Luxor		84,948			1,116		2,999			43,110		132,173
Treasure Island		63,454			—		1,828			37,729		103,011
New York-New York		74,276			726		3,627			32,830		111,459
Excalibur		83,953			—		961			25,235		110,149
Monte Carlo		46,788			—		(7,544	)		25,380		64,624
Circus Circus Las Vegas		33,745			—		5			22,401		56,151
MGM Grand Detroit		77,671			135		6,028			53,674		137,508
Beau Rivage		22,797			—		76			48,150		71,023
Gold Strike Tunica		15,093			—		2,326			13,981		31,400
Management operations		6,609			—		—			10,285		16,894
Other operations		(5,367	)		—		2,718			6,244		3,595
Unconsolidated resorts		76,374			20,281		—			—		96,655
		1,251,871			22,954		24,427			715,328		2,014,580
Stock compensation		(36,277	)		—		—			—		(36,277	)
Corporate		(1,345,197	)		105		1,186,322			62,908		(95,862	)
	$	(129,603	)	$	23,059	$	1,210,749		$	778,236	$	1,882,441

	Year Ended December 31, 2007
				Preopening		Property			Gain on			Depreciation
	Operating			and Start-up		Transactions,			CityCenter			and		Adjusted
	Income			Expenses		net			Transaction			Amortization		EBITDA
						(In thousands)
Bellagio	$	306,916		$	—	$	6,543		$	—		$	126,724	$	440,183
MGM Grand Las Vegas		289,849			1,130		6,895			—			98,530		396,404
Mandalay Bay		188,996			—		8,598			—			91,812		289,406
The Mirage		172,779			—		1,218			—			59,936		233,933
Luxor		132,418			20		3,247			—			38,163		173,848
Treasure Island		95,820			—		109			—			32,129		128,058
New York-New York		108,099			101		477			—			33,326		142,003
Excalibur		117,123			—		261			—			21,973		139,357
Monte Carlo		87,655			1,286		1,117			—			22,831		112,889
Circus Circus Las Vegas		59,868			—		5			—			20,936		80,809
MGM Grand Detroit		81,836			26,257		(570	)		—			31,822		139,345
Beau Rivage		321,221			—		(216,673	)		—			47,726		152,274
Gold Strike Tunica		12,231			—		462			—			13,651		26,344
CityCenter		(57,297	)		21,541		788			—			4,052		(30,916	)
Other operations		3,942			—		4,630			—			6,451		15,023
Unconsolidated resorts		181,123			41,039		—			—			—		222,162
		2,102,579			91,374		(182,893	)		—			650,062		2,661,122
Gain on City Center transaction		1,029,660			—		—			(1,029,660	)		—		—
Stock compensation		(47,276	)		731		—			—			—		(46,545	)
Corporate		(221,033	)		—		(3,420	)		—			50,272		(174,181	)
	$	2,863,930		$	92,105	$	(186,313	)	$	(1,029,660	)	$	700,334	$	2,440,396

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Operating Results — Detailed Revenue Information

The following table presents detail of our net revenues:

	Year Ended December 31,
				Percentage						Percentage
	2009			Change			2008			Change			2007
							(In thousands)
Casino revenue, net:
Table games	$	955,238			(11	)%	$	1,078,897			(12	)%	$	1,228,296
Slots		1,579,038			(12	)%		1,795,226			(5	)%		1,897,610
Other		83,784			(18	)%		101,557			(10	)%		113,148
Casino revenue, net		2,618,060			(12	)%		2,975,680			(8	)%		3,239,054
Non-casino revenue:
Rooms		1,370,135			(28	)%		1,907,093			(10	)%		2,130,542
Food and beverage		1,362,325			(14	)%		1,582,367			(4	)%		1,651,655
Entertainment, retail and other		1,293,762			(9	)%		1,419,055			3	%		1,376,417
Non-casino revenue		4,026,222			(18	)%		4,908,515			(5	)%		5,158,614
		6,644,282			(16	)%		7,884,195			(6	)%		8,397,668
Less: Promotional allowances		(665,693	)		(1	)%		(675,428	)		(4	)%		(706,031	)
	$	5,978,589			(17	)%	$	7,208,767			(6	)%	$	7,691,637

Table games revenue decreased 11%, or 9% on a same store basis, due to a decrease in overall table games volume, despite an increase of 33% for baccarat volume. The table games hold percentage was near the mid-point of our normal range for all years presented.

Slots revenue decreased 12% in 2009, or 9% on a same store basis, driven by a decrease in volume at our Las Vegas Strip resorts. Most of our Las Vegas Strip resorts experienced decreases in the high single digits, while MGM Grand Detroit and Gold Strike Tunica experienced decreases in the low single digits. In 2008, slots revenue at Bellagio and Mandalay Bay decreased 4% while the majority of our other Las Vegas Strip resorts experienced year-over-year decreases in the low double digits. Slots revenue increased 7% at MGM Grand Detroit and 5% at Gold Strike Tunica in 2008.

Room revenue decreased 28%, or 24% on a same store basis, in 2009 and 10% in 2008 as a result of a decrease in occupancy and lower average room rates. The following table shows key hotel statistics for our Las Vegas Strip resorts:

	Year Ended December 31,
	2009		2008		2007
Occupancy %		91%		92%		96%
Average Daily Rate (ADR)	$	111	$	148	$	161
Revenue per Available Room (REVPAR)	$	100	$	137	$	154

Food and beverage, entertainment, and retail revenues in 2009 and 2008 were negatively affected by lower customer spending and decreased occupancy at our resorts. In 2009, entertainment revenues benefited from the addition of Terry Fator at The Mirage. In 2008, entertainment revenues benefited from the addition of Believe at Luxor. Other revenues in 2009 and 2008 included reimbursed costs from CityCenter, which were recognized as other revenue with corresponding amounts recognized as other expense. Reimbursed costs for CityCenter were $95 million in 2009 and $46 million in 2008.

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Operating Results — Details of Certain Charges

Stock compensation expense is recorded within the department of the recipient of the stock compensation award. The following table shows the amount of compensation expense related to employee stock-based awards:

	Year Ended December 31,
	2009		2008		2007
			(In thousands)
Casino	$	10,080	$	10,828	$	11,513
Other operating departments		4,287		3,344		3,180
General and administrative		9,584		9,485		12,143
Corporate expense and other		12,620		12,620		19,707
Discontinued operations		—		—		(865	)
	$	36,571	$	36,277	$	45,678
Preopening and start-up expenses consisted of the following:

	Year Ended December 31,
	2009		2008		2007
			(In thousands)
CityCenter	$	52,010	$	17,270	$	24,169
MGM Grand Macau		—		—		36,853
MGM Grand Detroit		—		135		26,257
Other		1,003		5,654		4,826
	$	53,013	$	23,059	$	92,105

Preopening and start-up expenses increased in 2009 as CityCenter prepared for its December 2009 opening. Subsequent to the CityCenter joint venture transaction in November 2007, we only recognize our 50% share of these preopening costs. MGM Grand Macau’s preopening and start-up expenses in 2007 related to our share of that venture’s preopening costs.

Property transactions, net consisted of the following:

	Year Ended December 31,
	2009			2008			2007
				(In thousands)
CityCenter investment write-down	$	955,898		$	—		$	—
Atlantic City Renaissance Pointe land impairment		548,347			—			—
Goodwill and other indefinite-lived intangible assets impairment charge		—			1,179,788			—
Other write-downs and impairments		17,629			52,170			33,624
Demolition costs		—			9,160			5,665
Insurance recoveries		(7,186	)		(9,639	)		(217,290	)
Gain on sale of TI		(187,442	)		—			—
Other net (gains) losses on asset sales or disposals		1,443			(20,730	)		(8,312	)
	$	1,328,689		$	1,210,749		$	(186,313	)

See discussion of Atlantic City Renaissance Pointe land, CityCenter investment, insurance recoveries, and goodwill and other indefinite-lived intangible assets impairment charges under “Executive Overview.” Other write-downs during 2009 primarily related to the write-off of various abandoned construction projects. Other write-downs and impairments in 2008 included $30 million related to land and building assets of Primm Valley Golf Club. The 2008 period also includes demolition costs associated with various room remodel projects and a gain on the sale of an aircraft of $25 million. Insurance recoveries in 2009 and 2008 relate to the Monte Carlo fire and Hurricane Katrina in 2007.

Write-downs and impairments in 2007 included write-offs related to discontinued construction projects and a write-off of the carrying value of the Nevada Landing building assets due to its closure in March 2007. The 2007 period also includes demolition costs primarily related to the Mandalay Bay room remodel.

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Operating Results — Income (Loss) from Unconsolidated Affiliates

We recognized a loss from unconsolidated affiliates of $88 million in 2009. These results include $203 million impact from the impairment charge recorded by CityCenter related to its residential real estate under development and a $12 million charge related to development costs for our postponed joint venture project on the North Las Vegas Strip. Income from unconsolidated affiliates in 2009 benefited from increased operating results at MGM Grand Macau, which earned operating income of $60 million, an increase of 74% over 2008, and $14 million related to insurance proceeds recognized at the Borgata. Income from unconsolidated affiliates in 2007 included $93 million related to the sale of condominium units at The Signature at MGM Grand.

Non-operating Results

The following table summarizes information related to interest on our long-term debt:

	Year Ended December 31,
	2009			2008			2007
				(In thousands)
Total interest incurred	$	997,897		$	773,662		$	930,138
Interest capitalized		(222,466	)		(164,376	)		(215,951	)
Interest allocated to discontinued operations		—			—			(5,844	)
	$	775,431		$	609,286		$	708,343
Cash paid for interest, net of amounts capitalized	$	807,523		$	622,297		$	731,618
Weighted average total debt balance	$	13.2 billion		$	12.8 billion		$	13.0 billion
End-of-year ratio of fixed-to-floating debt		61/39			58/42			71/29
Weighted average interest rate		7.6	%		6.0	%		7.1	%

In 2009, gross interest costs increased compared to 2008 mainly due to higher average debt balances during 2009, higher interest rates for borrowings under our senior credit facility in 2009, higher interest rates for newly issued fixed rate borrowings, as well as breakage fees for voluntary repayments of our revolving credit facility. In 2008, gross interest costs decreased compared to 2007 mainly due to lower interest rates on our variable rate borrowings.

Capitalized interest increased in 2009 due to higher CityCenter investment balances and higher weighted average cost of debt. Capitalized interest decreased in 2008 compared to 2007 due to less capitalized interest on CityCenter and cessation of capitalized interest related to our investment in MGM Grand Macau upon opening in December 2007. The amounts presented above exclude non-cash gross interest and corresponding capitalized interest related to our CityCenter delayed equity contribution.

The following table summarizes information related to our income taxes:

	Year Ended December 31,
	2009			2008			2007
				(In thousands)
Income (loss) from continuing operations before income tax	$	(2,012,593	)	$	(668,988	)	$	2,158,428
Income tax (benefit) provision		(720,911	)		186,298			757,883
Effective income tax rate		35.8%			NM			35.1%
Cash (received from) paid for income taxes, net of refunds	$	(53,863	)	$	437,874		$	391,042

The income tax benefit provided on pre-tax loss in 2009 was greater than the Federal statutory rate of 35% primarily as a result of state tax benefit on the write-down of land in Atlantic City. The write-down of goodwill in 2008, which is treated as a permanently non-deductible item in our federal income tax provision, caused us to incur a provision for income tax expense even though our pre-tax result was a loss for the year. Excluding the effect of the goodwill write-down, the effective tax rate from continuing operations for 2008 was 37.3%. This is higher than the 2007 rate due to the effect of the CityCenter transaction on the 2007 rate, which greatly minimized the effect of permanent and other tax items, and due to the deduction taken in 2007 for domestic production activities resulting primarily from the CityCenter transaction.

35

We received a net refund of cash taxes in 2009 due to income tax net operating losses incurred in 2009 and refunds of taxes that were paid in 2008. Cash taxes were paid in 2008 despite the pre-tax operating loss due to the non-deductible goodwill write-down and cash taxes paid on the CityCenter gain in 2008. Since the CityCenter gain was realized in the fourth quarter of 2007, the associated income taxes were paid in 2008. Excluding the cash taxes paid on the CityCenter gain, cash taxes were approximately $250 million less in 2008 than in 2007.

Liquidity and Capital Resources

Cash Flows — Summary

Our cash flows consisted of the following:

	Year Ended December 31,
	2009			2008			2007
				(In thousands)
Net cash provided by operating activities	$	587,914		$	753,032		$	994,416
Investing cash flows:
Capital expenditures, net of construction payable		(136,850	)		(781,754	)		(2,917,409	)
Proceeds from contribution of CityCenter		—			—			2,468,652
Proceeds from sale of assets		746,266			—			578,873
Purchase of convertible note		—			—			(160,000	)
Investments in and advances to unconsolidated affiliates		(963,685	)		(1,279,462	)		(31,420	)
Property damage insurance recoveries		7,186			21,109			207,289
Other		16,828			58,667			63,316
Net cash provided by (used in) investing activities		(330,255	)		(1,981,440	)		209,301
Financing cash flows:
Net borrowings (repayments) under bank credit facilities		(198,156	)		2,480,450			(1,152,300	)
Issuance of long-term debt		1,921,751			698,490			750,000
Repayment of long-term debt		(1,176,452	)		(789,146	)		(1,402,233	)
Issuance of common stock		1,104,418			—			1,192,758
Issuance of common stock upon exercise of stock awards		637			14,116			97,792
Purchases of common stock		—			(1,240,856	)		(826,765	)
Other		(163,448	)		(40,972	)		100,211
Net cash provided by (used in) financing activities		1,488,750			1,122,082			(1,240,537	)
Net increase (decrease) in cash and cash equivalents	$	1,746,409		$	(106,326	)	$	(36,820	)

Cash Flows — Operating Activities

Trends in our operating cash flows tend to follow trends in our operating income, excluding gains and losses from investing activities and net property transactions, since our business is primarily cash-based. Cash flow from operations decreased 22% in 2009 due to a decrease in operating income and the sale of TI. Operating cash flows also decreased due to a $47 million increase in our receivable from CityCenter, partially offset by increased distributions from unconsolidated affiliates.

Cash flow from operations decreased 24% in 2008 partially due to a decrease in operating income. The 2008 period also included a significant tax payment, approximately $300 million, relating to the 2007 CityCenter transaction. In addition, cash flow from operations in 2007 included $211 million of net cash outflows related to real estate under development expenditures partially offset by residential sales deposits when CityCenter was wholly owned, and $93 million related to the sale of condominium units at The Signature.

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At December 31, 2009 and 2008, we held cash and cash equivalents of $2.1 billion and $296 million, respectively. On December 30, 2009, we borrowed the remaining availability of $1.6 billion under our senior credit facility and repaid such borrowings immediately after year end.

We require a certain amount of cash on hand to operate our resorts. Beyond our cash on hand, we utilize a company-wide cash management system to minimize the amount of cash held in banks. Funds are swept from accounts at our resorts daily into central bank accounts, and excess funds are invested overnight or are used to repay borrowings under our bank credit facilities.

Cash Flows — Investing Activities

A significant portion of our investing activities over the past three years related to our CityCenter joint venture. In 2009, we made equity contributions of $731 million to CityCenter. In 2008, we made loans and equity contributions totaling $1.15 billion. In 2007, we invested $962 million in capital expenditures excluding capitalized interest, prior to contributing assets to the joint venture in November 2007 and receiving $2.5 billion in proceeds.

We received $746 million in net proceeds related to the sale of TI in 2009. The insurance recoveries classified as investing cash flows relate to the Monte Carlo fire in 2009 and 2008 and Hurricane Katrina in 2007. Also in 2007, we received net proceeds of $597 million from the sale of the Primm Valley Resorts and the Laughlin Properties.

Capital expenditures of $137 million in 2009 consisted primarily of room remodel projects and various property enhancements, including capitalized interest.

In 2008, capital expenditures of $782 million related to the following, including related capitalized interest:

•  $64 million for CityCenter people mover and related assets;

•  $19 million related to construction costs for MGM Grand Detroit;

•  $61 million of development costs related to MGM Grand Atlantic City;

•  $230 million related to room remodel projects; and

•  $408 million for various other property enhancements and amenities.

In 2007, capital expenditures of $2.9 billion related to the following, including related capitalized interest;

•  $1.1 billion for CityCenter prior to contributing assets to joint venture;

•  $359 million related to construction costs for MGM Grand Detroit;

•  $63 million of construction costs related to rebuilding Beau Rivage;

•  $584 million related to purchase of land on Las Vegas Strip;

•  $102 million related to corporate aircraft;

•  $205 million related to room remodel projects; and

•  $474 million for various other property enhancements and amenities.

Cash Flows — Financing Activities

Excluding the $1.6 billion borrowed under the senior credit facility in late December and repaid immediately after year end, we repaid net debt of $1.1 billion in 2009. In addition, pursuant to our development agreement, we repaid $50 million of bonds issued by the Economic Development Corporation of the City of Detroit. In May 2009, we issued approximately 164.5 million shares of our common stock at $7 per share, for total net proceeds to us of $1.2 billion.

We issued the following senior notes during 2009:

•  $650 million of 10.375% senior secured notes due 2014;

•  $850 million of 11.125% senior secured notes due 2017; and

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•  $475 million of 11.375% senior notes due 2018.

We repaid the following principal amounts of senior and senior subordinated notes during 2009:

•  $226.3 million 6.5% senior notes (redeemed $122.3 million prior to maturity essentially at par);

•  $820 million 6% senior notes (redeemed $762.6 million prior to maturity essentially at par and the remaining $57.4 million was repaid at maturity); and

•  $100 million 7.25% senior debentures (redeemed prior to maturity for $127 million).

In 2008, we borrowed net debt of $2.4 billion including $2.5 billion under our senior credit facility. Also in 2008, we issued $750 million of 13% senior secured notes due 2013.

We repaid the following senior and senior subordinated notes at maturity during 2008:

•  $180.4 million of 6.75% senior notes; and

•  $196.2 million of 9.5% senior notes.

Also in 2008, we repurchased $345 million of principal amounts of various series of our outstanding senior notes at a purchase price of $263 million in open market repurchases as part of a repurchase program authorized by our Board of Directors. We also redeemed at par $149.4 million of the principal amount of our 7% debentures due 2036 pursuant to a one-time put option by the holders of such debentures.

In 2007, we repaid net debt of $1.8 billion including $1.2 billion under our senior credit facility. In 2007, we issued $750 million of 7.5% senior notes maturing in 2016 and we repaid the following senior and senior subordinated notes at their scheduled maturity: $710 million of 9.75% senior subordinated notes; $200 million of 6.75% senior notes; and $492.2 million of 10.25% senior subordinated notes.

In 2007, we received approximately $1.2 billion from the sale of 14.2 million shares of our common stock to Infinity World Investments at a price of $84 per share.

Our share repurchases are only conducted under repurchase programs approved by our Board of Directors and publicly announced. In May 2008, our Board of Directors approved a 20 million share authorization which was still fully available at December 31, 2009. We did not repurchase any shares of common stock during 2009. In 2008, we repurchased 18.1 million shares at an average price of $68.36. In 2007, we repurchased 9.9 million shares at an average price of $83.92.

Principal Debt Arrangements

Our long-term debt consists of publicly held senior, senior secured, and senior subordinated notes and our senior credit facility. We pay fixed rates of interest ranging from 5.875% to 13% on the senior, senior secured, and subordinated notes. At December 31, 2009, our senior credit facility had a capacity of $5.5 billion consisting of a term loan facility of $2.1 billion and a revolving credit facility of $3.4 billion and interest was based on LIBOR margin of 4.00%, with a LIBOR floor of 2.00%, and a base margin at 3.00%, with a base rate floor of 4.00%. In late December 2009 we borrowed the remaining availability under the senior credit facility of $1.6 billion in order to increase our capacity for issuing additional senior secured notes under our existing public notes indentures and immediately repaid such amounts after year-end. Our senior credit facility contains certain financial and non-financial covenants. The financial covenants include 1) a quarterly minimum EBITDA test, based on a rolling 12-month EBITDA; and 2) a covenant limiting annual capital expenditures. As discussed in “Executive Overview” we entered into an amendment to our senior credit facility on February 25, 2010.

All of our principal debt arrangements are guaranteed by each of our material subsidiaries, other than MGM Grand Detroit, LLC, our foreign subsidiaries, and our insurance subsidiaries. MGM Grand Detroit is a guarantor under the senior credit facility, but only to the extent that MGM Grand Detroit, LLC borrows under such facility. At December 31, 2009, the outstanding amount of borrowings related to MGM Grand Detroit, LLC was $450 million. In connection with our May 2009 senior credit facility amendment, MGM Grand Detroit granted lenders a security interest in its assets to secure its obligations under the senior credit facility.

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Also in connection with our May 2009 senior credit facility amendment, we granted a security interest in Gold Strike Tunica and certain undeveloped land on the Las Vegas Strip to secure up to $300 million of obligations under the senior credit facility. In addition, substantially all of the assets of New York-New York serve as collateral for the 13% senior secured notes issued in 2008 and substantially all of the assets of Bellagio and The Mirage serve as collateral for the 10.375% and 11.125% senior secured notes issued in 2009. Upon the issuance of the 10.375% and 11.125% senior secured notes, the holders of our 13% senior secured notes due 2013 obtained an equal and ratable lien in all collateral securing these notes. Otherwise, none of our assets serve as collateral for our principal debt arrangements.

Other Factors Affecting Liquidity

Long-term debt payable in 2010.  We repaid $297 million of principal of senior notes due in February 2010 and have $782 million of principal of senior notes due in September 2010.

Borgata settlement discussions.  As discussed in “Executive Overview,” we are involved in constructive settlement discussions with the DGE for an agreement under which we will sell our 50% ownership interest in Borgata and related leased land in Atlantic City. Prior to the consummation of the sale, the Trust will retain any cash flows received in respect of the assets in trust, but will pay property taxes and other costs attributable to the trust property. We have received significant distributions from Borgata in the past few years, and not receiving such distributions until the ultimate sale could negatively affect our liquidity in future periods.

Off Balance Sheet Arrangements

Investments in unconsolidated affiliates.  Our off balance sheet arrangements consist primarily of investments in unconsolidated affiliates, which currently consist primarily of our investments in CityCenter, Borgata, Grand Victoria, Silver Legacy, and MGM Grand Macau. We have not entered into any transactions with special purpose entities, nor have we engaged in any derivative transactions. Our unconsolidated affiliate investments allow us to realize the proportionate benefits of owning a full-scale resort in a manner that minimizes our initial investment. We have not historically guaranteed financing obtained by our investees, and there are no other provisions of the venture agreements which we believe are unusual or subject us to risks to which we would not be subjected if we had full ownership of the resort.

CityCenter completion guarantee.  In April 2009, we entered into a new completion guarantee in conjunction with the CityCenter credit facility which amended the original completion guarantees to a) relieve Dubai World of its completion guarantee as amounts are funded from its letter of credit, and b) require an unlimited completion and cost overrun guarantee from us, secured by our interests in the assets of Circus Circus Las Vegas and certain adjacent undeveloped land. Also affecting the potential exposure under the completion guarantee is the ability to utilize up to $244 million of net residential proceeds to fund construction costs, though the timing of receipt of such proceeds is uncertain. As of December 31, 2009, we recorded a net liability of $150 million, classified as “Other accrued liabilities”, which represents the low end of our estimated range for our net obligation under the completion guarantee. We believe that it is reasonably possible we will be required to fund a net obligation of up to $300 million. In January and February 2010 we funded $217 million under the completion guarantee. CityCenter will repay such amounts to us from proceeds of residential units.

Letters of credit.  At December 31, 2009, we had outstanding letters of credit totaling $37 million. Though not subject to a letter of credit, we have an agreement with the Nevada Gaming Control Board to maintain $113 million of cash at the corporate level to support normal bankroll requirements at our Nevada operations.

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Commitments and Contractual Obligations

The following table summarizes our scheduled contractual obligations as of December 31, 2009:

	2010		2011		2012		2013		2014		Thereafter
					(In millions)
Long-term debt	$	1,080	$	6,042	$	545	$	1,384	$	1,159	$	3,932
Estimated interest payments on long-term debt(1)		1,035		877		587		515		355		370
Capital leases		2		2		1		—		—		—
Operating leases		16		13		11		8		6		45
Tax liabilities(2)		5		—		—		—		—		—
Long-term liabilities		12		4		4		2		2		26
CityCenter funding commitments(3)		394		—		—		—		—		—
Other purchase obligations:
Construction commitments		8		2		—		—		—		—
Employment agreements		99		45		14		3		—		—
Entertainment agreements(4)		99		4		—		—		—		—
Other(5)		96		21		13		8		—		—
	$	2,846	$	7,010	$	1,175	$	1,920	$	1,522	$	4,373

(1)	Estimated interest payments on long-term debt are based on principal amounts outstanding at December 31, 2009 and management’s forecasted LIBOR rates for our bank credit facility.
(2)	Approximately $195 million of liabilities related to uncertain tax positions and other tax liabilities are excluded from the table as we cannot reasonably estimate when examination and other activity related to these amounts will conclude.
(3)	Under our completion guarantee for CityCenter, we are committed to fund amounts in excess of currently funded project costs. Based on current forecasted expenditures, we estimate that we will be required to fund approximately $394 for such guarantee during 2010 excluding the benefit of proceeds to be received from residential closings up to $244 million.
(4)	Our largest entertainment commitments consist of minimum contractual payments to Cirque du Soleil, which performs shows at several of our resorts. We are generally contractually committed for a period of 12 months based on our ability to exercise certain termination rights; however, we expect these shows to continue for longer periods.
(5)	The amount for 2010 includes approximately $63 million of open purchase orders. Other commitments are for various contracts, including advertising, maintenance and other service agreements.

See “Executive Overview” for discussion of the impacts of the above contractual obligations on our liquidity and financial position.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements. To prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, we must make estimates and assumptions that affect the amounts reported in the consolidated financial statements. We regularly evaluate these estimates and assumptions, particularly in areas we consider to be critical accounting estimates, where changes in the estimates and assumptions could have a material effect on our results of operations, financial position or cash flows. Senior management and the Audit Committee of the Board of Directors have reviewed the disclosures included herein about our critical accounting estimates, and have reviewed the processes to determine those estimates.

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Allowance for Doubtful Casino Accounts Receivable

Marker play represents a significant portion of the table games volume at Bellagio, MGM Grand Las Vegas, Mandalay Bay and The Mirage. Our other facilities do not emphasize marker play to the same extent, although we offer markers to customers at those casinos as well. We maintain strict controls over the issuance of markers and aggressively pursue collection from those customers who fail to pay their marker balances timely. These collection efforts are similar to those used by most large corporations when dealing with overdue customer accounts, including the mailing of statements and delinquency notices, personal contacts, the use of outside collection agencies and civil litigation. Markers are generally legally enforceable instruments in the United States. At December 31, 2009 and 2008, approximately 40% and 52%, respectively, of our casino accounts receivable was owed by customers from the United States. Markers are not legally enforceable instruments in some foreign countries, but the United States assets of foreign customers may be reached to satisfy judgments entered in the United States. At December 31, 2009 and 2008, approximately 46% and 34%, respectively, of our casino accounts receivable was owed by customers from the Far East.

We maintain an allowance, or reserve, for doubtful casino accounts at all of our operating casino resorts. The provision for doubtful accounts, an operating expense, increases the allowance for doubtful accounts. We regularly evaluate the allowance for doubtful casino accounts. At resorts where marker play is not significant, the allowance is generally established by applying standard reserve percentages to aged account balances. At resorts where marker play is significant, we apply standard reserve percentages to aged account balances under a specified dollar amount and specifically analyze the collectibility of each account with a balance over the specified dollar amount, based on the age of the account, the customer’s financial condition, collection history and any other known information. We also monitor regional and global economic conditions and forecasts to determine if reserve levels are adequate.

The collectibility of unpaid markers is affected by a number of factors, including changes in currency exchange rates and economic conditions in the customers’ home countries. Because individual customer account balances can be significant, the allowance and the provision can change significantly between periods, as information about a certain customer becomes known or as changes in a region’s economy occur.

The following table shows key statistics related to our casino receivables:

	At December 31,
	2009		2008		2007
			(In thousands)
Casino accounts receivable	$	261,025	$	243,600	$	266,059
Allowance for doubtful casino accounts receivable		88,557		92,278		76,718
Allowance as a percentage of casino accounts receivable		34%		38%		29%
Percentage of casino accounts outstanding over 180 days		24%		21%		18%

The allowance for doubtful accounts as a percentage of casino accounts receivable has decreased in the current year due to a larger percentage of current receivables, although percentage of accounts over 180 days has increased slightly from prior year. At December 31, 2009, a 100 basis-point change in the allowance for doubtful accounts as a percentage of casino accounts receivable would change net income by $2 million, or less than $0.01 per share.

Fixed Asset Capitalization and Depreciation Policies

Property and equipment are stated at cost. For the majority of our property and equipment, cost has been determined based on estimated fair values in connection with the April 2005 Mandalay acquisition and the May 2000 Mirage Resorts acquisition. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. When we construct assets, we capitalize direct costs of the project, including fees paid to architects and contractors, property taxes, and certain costs of our design and construction subsidiaries. In addition, interest cost associated with major development and construction projects is capitalized as part of the cost of the project. Interest is typically capitalized on amounts expended on the project using the weighted-average cost of our outstanding borrowings, since we typically do not borrow funds directly related to a development project. Capitalization of interest starts when construction activities begin and ceases when construction is substantially complete or development activity is suspended for more than a brief period.

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We must make estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered a maintenance expense or a capital asset is a matter of judgment. When constructing or purchasing assets, we must determine whether existing assets are being replaced or otherwise impaired, which also may be a matter of judgment. Our depreciation expense is highly dependent on the assumptions we make about our assets’ estimated useful lives. We determine the estimated useful lives based on our experience with similar assets, engineering studies, and our estimate of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively.

Impairment of Long-lived Assets, Goodwill and Indefinite-lived Intangible Assets

We evaluate our property and equipment and other long-lived assets for impairment based on our classification as a) held for sale or b) to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets classified as held for sale, we recognize the asset at the lower of carrying value or fair market value less costs of disposal, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, we review for impairment whenever indicators of impairment exist. We then compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs. All recognized impairment losses, whether for assets to be held for sale or assets to be held and used, are recorded as operating expenses.

There are several estimates, assumptions and decisions in measuring impairments of long-lived assets. First, management must determine the usage of the asset. To the extent management decides that an asset will be sold, it is more likely that an impairment may be recognized. Assets must be tested at the lowest level for which identifiable cash flows exist. This means that some assets must be grouped, and management has some discretion in the grouping of assets. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates.

On a quarterly basis, we review our major long-lived assets to determine if events have occurred or circumstances exist that indicate a potential impairment. We estimate future cash flows using our internal budgets. When appropriate, we discount future cash flows using a weighted-average cost of capital, developed using a standard capital asset pricing model, based on guideline companies in our industry.

Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. We review goodwill and indefinite-lived intangible assets at least annually and between annual test dates in certain circumstances. We perform our annual impairment test for goodwill and indefinite-lived intangible assets in the fourth quarter of each fiscal year. Goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on our budgeted future results discounted using a weighted average cost of capital, developed using a standard capital asset pricing model based on guideline companies in our industry, and market indicators of terminal year capitalization rates. Indefinite-lived intangible assets consist primarily of license rights, which are tested for impairment using a discounted cash flow approach, and trademarks, which are tested for impairment using the relief-from-royalty method.

There are several estimates inherent in evaluating these assets for impairment. In particular, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. In addition, the determination of capitalization rates and the discount rates used in the goodwill impairment test are highly judgmental and dependent in large part on expectations of future market conditions.

See “Executive Overview” and “Results of Operations” for discussion of write-downs and impairments of long-lived assets, goodwill and intangible assets recorded in 2009, 2008 and 2007. Other than mentioned therein, we are not aware of events or circumstances through December 31, 2009 that would cause us to review any material long-lived assets, goodwill or indefinite-lived intangible assets for impairment.

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Impairment of Investments in Unconsolidated Affiliates

We evaluate our investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying value of our investment may have experienced an “other-than-temporary” decline in value. If these conditions exist, we compare the estimated fair value of the investment to its carrying value to determine whether an impairment is indicated and determine whether the impairment is “other-than-temporary” based on our assessment of relevant factors, including consideration of our intent and ability to retain our investment. We estimate fair value using a discounted cash flow analysis utilizing estimates of future cash flows and market indicators of discount rates and terminal year capitalization rates. See “Executive Overview” for discussion of impairment charges recorded in 2009 related to our investment in CityCenter.

Income Taxes

We recognize deferred tax assets, net of applicable reserves, related to net operating loss carryforwards and certain temporary differences with a future tax benefit to the extent that realization of such benefit is more likely than not. Otherwise, a valuation allowance is applied. Except for certain New Jersey state net operating losses, certain other New Jersey state deferred tax assets and a foreign tax credit carryforward, we believe that it is more likely than not that our deferred tax assets are fully realizable because of the future reversal of existing taxable temporary differences and future projected taxable income.

Our income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities. Positions taken in tax returns are sometimes subject to uncertainty in the tax laws and may not ultimately be accepted by the IRS or other tax authorities.

We assess our tax positions using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50 percent likely of being realized. We review uncertain tax positions at each balance sheet date. Liabilities we record as a result of this analysis are recorded separately from any current or deferred income tax accounts, and are classified as current (“Other accrued liabilities”) or long-term (“Other long-term liabilities”) based on the time until expected payment. Additionally, we recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

We file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and foreign jurisdictions, although the taxes paid in foreign jurisdictions are not material. As of December 31, 2009, we were no longer subject to examination of our U.S. consolidated federal income tax returns filed for years ended prior to 2003. In the fourth quarter of 2009, we reached settlement with the IRS in post-Appeals mediation with respect to issues related to a land sale transaction in 2002. We agreed to an additional tax liability of $2 million and associated interest for the 2002 tax year as a result of this settlement. We paid most of this tax and associated interest in a prior year in order to minimize the amount of interest due. All matters concerning the IRS audit of the 2001 and 2002 federal income tax returns are now settled. The IRS is currently examining our federal income tax returns for the 2003 and 2004 tax years. We anticipate this audit will close sometime in 2010 and we will likely protest many of the issues under audit. Federal income tax returns for years subsequent to 2004 are also subject to examination.

During 2009, the IRS completed its audit of the 2004 through 2006 tax years of a subsidiary of ours treated as a partnership for income tax purposes and we submitted a protest to IRS Appeals with respect to issues relating to the tax treatment of payments made by the subsidiary under an agreement to develop, own and operate a hotel casino in the City of Detroit.

During 2009, the IRS completed its audit of an unconsolidated affiliate of ours for the 2003 and 2004 tax years and we and our joint venture partner submitted a protest to IRS Appeals of various issues raised by the IRS in the audit.

In the first quarter of 2010, the IRS informed us that it was closing its examination of the federal income tax return of Mandalay Resort Group for the pre-acquisition year ended April 25, 2005 and will issue a “No-Change Letter.” The statute of limitations for assessing tax for the Mandalay Resort Group federal income tax return for the year ended January 31, 2005 has been extended but such return is not currently under examination by the IRS.

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As of December 31, 2009, we were no longer subject to examination of our various state and local tax returns filed for years ended prior to 2005. During 2009, the state of Illinois notified us that it would initiate an audit of our Illinois combined returns for the 2006 and 2007 tax years. We anticipate this audit will begin during 2010. A Mandalay Resort Group subsidiary return for the pre-acquisition year ended April 25, 2005 is under examination by the City of Detroit and the statute of limitations for assessing tax will expire in 2010 unless extended. No other state or local income tax returns of ours are currently under exam.

Stock-based Compensation

We account for stock options and stock appreciation rights (“SARs”) measuring fair value using the Black-Scholes model. For restricted stock units, compensation expense is calculated based on the fair market value of our stock on the date of grant. There are several management assumptions required to determine the inputs into the Black-Scholes model. Our volatility and expected term assumptions can significantly affect the fair value of stock options and SARs. The extent of the impact will depend, in part, on the extent of awards in any given year. In 2009, we granted 6.8 million SARs with a total fair value of $37 million. In 2008, we granted 4.9 million SARs with a total fair value of $72 million. In 2007, we granted 2.6 million SARs with a total fair value of $68 million.

For 2009 awards, a 10% change in the volatility assumption (82% for 2009; for sensitivity analysis, volatility was assumed to be 74% and 90%) would have resulted in a $2.5 million, or 7%, change in fair value. A 10% change in the expected term assumption (4.7 years for 2009; for sensitivity analysis, expected term was assumed to be 4.2 years and 5.2 years) would have resulted in a $1.4 million, or 4%, change in fair value. These changes in fair value would have been recognized over the five-year vesting period of such awards. It should be noted that a change in the expected term would cause other changes, since the risk-free rate and volatility assumptions are specific to the term; we did not attempt to adjust those assumptions in performing the sensitivity analysis above.

Recently Issued Accounting Standards

We adopted various accounting standards during 2009, none of which had a material effect on our consolidated financial statements. In addition, certain amendments to Accounting Standards Codification (“ASC”) Topic 810 “Consolidation” become effective for us beginning January 1, 2010. Such amendments include changes to the quantitative approach to determine the primary beneficiary of a variable interest entity (“VIE”). An enterprise must determine if its variable interest or interests give it a controlling financial interest in a VIE by evaluating whether 1) the enterprise has the power to direct activities of the VIE that have a significant effect on economic performance, and 2) the enterprise has an obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The amendments to ASC 810 also require ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE. The adoption of these amendments did not have a material effect on our consolidated financial statements.

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Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. Our primary exposure to market risk is interest rate risk associated with our variable rate long-term debt. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term fixed rate borrowings and short-term borrowings under our bank credit facilities. A change in interest rates generally does not have an impact upon our future earnings and cash flow for fixed-rate debt instruments. As fixed-rate debt matures, however, and if additional debt is acquired to fund the debt repayment, future earnings and cash flow may be affected by changes in interest rates. This effect would be realized in the periods subsequent to the periods when the debt matures.

As of December 31, 2009, long-term variable rate borrowings represented approximately 39% of our total borrowings. Assuming a 100 basis-point increase in LIBOR over the 2% floor specified in our senior credit facility, our annual interest cost would change by approximately $55 million based on amounts outstanding at December 31, 2009. The following table provides additional information about our long-term debt subject to changes in interest rates:

															Fair Value
	Debt maturing in,														December 31,
	2010		2011		2012		2013		2014		Thereafter		Total		2009
	(In millions)
Fixed rate	$	1,081	$	530	$	545	$	1,345	$	1,141	$	3,902	$	8,544	$	7,960
Average interest rate		8.7%		7.9%		6.8%		10.1%		8.4%		9.4%		9.0%
Variable rate	$	—	$	5,512	$	—	$	—	$	—	$	—	$	5,512	$	4,975
Average interest rate		N/A		6.0%		N/A		N/A		N/A		N/A		6.0%

45

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We incorporate by reference the information appearing under “Market Risk” in Item 7 of this Form 10-K.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our Consolidated Financial Statements and Notes to Consolidated Financial Statements, including the Independent Registered Public Accounting Firm’s Report thereon, referred to in Item 15(a)(1) of this Form 10-K, are included at pages 59 to 97 of this Form 10-K.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.   CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures are effective as of December 31, 2009. This conclusion is based on an evaluation conducted under the supervision and participation of the principal executive officer and principal financial officer along with company management. Disclosure controls and procedures are those controls and procedures which ensure that information required to be disclosed in this filing is accumulated and communicated to management and is recorded, processed, summarized and reported in a timely manner and in accordance with Securities and Exchange Commission rules and regulations.

Management’s Annual Report on Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting, referred to in Item 15(a)(1) of this Form 10-K, is included at page 57 of this Form 10-K.

Attestation Report of the Independent Registered Public Accounting Firm

The Independent Registered Public Accounting Firm’s Attestation Report on our internal control over financial reporting referred to in Item 15(a)(1) of this Form 10-K, is included at page 58 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2009, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to affect, our internal control over financial reporting.

ITEM 9B.   OTHER INFORMATION

None.

46

PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We incorporate by reference the information appearing under “Executive Officers of the Registrant” in Item 1 of this Form 10-K and under “Election of Directors” and “Corporate Governance” in our definitive Proxy Statement for our 2010 Annual Meeting of Stockholders, which we expect to file with the Securities and Exchange Commission on or before April 30, 2010 (the “Proxy Statement”).

ITEM 11.   EXECUTIVE COMPENSATION

We incorporate by reference the information appearing under “Executive and Director Compensation and Other Information” and “Corporate Governance — Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the Proxy Statement.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We incorporate by reference the information appearing under “Equity Compensation Plan Information” in Item 5 of this Form 10-K, and under “Principal Stockholders” and “Election of Directors” in the Proxy Statement.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We incorporate by reference the information appearing under “Transactions with Related Persons” and “Corporate Governance” in the Proxy Statement.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

We incorporate by reference the information appearing under “Selection of Independent Registered Public Accounting Firm” in the Proxy Statement.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)(1). Financial Statements.

Included in Part II of this Report:

Management’s Annual Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Consolidated Balance Sheets — December 31, 2009 and 2008

Years Ended December 31, 2009, 2008 and 2007

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Consolidated Statements of Stockholders’ Equity

Notes to Consolidated Financial Statements

Audited consolidated financial statements for CityCenter Holdings, LLC as of December 31, 2009 and 2008 and for the years ended December 31, 2009 and 2008 and the period from November 2, 2007 (date of inception) to December 31, 2007, are presented in Exhibit 99.3 and are incorporated herein by reference.

47

(a)(2). Financial Statement Schedule.

Years Ended December 31, 2009, 2008 and 2007

Schedule II — Valuation and Qualifying Accounts

We have omitted schedules other than the one listed above because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.

(a)(3). Exhibits.

Exhibit
Number	Description
3(1)	Certificate of Incorporation of the Company, as amended through 1997 (incorporated by reference to Exhibit 3(1) to Registration Statement No. 33-3305 and to Exhibit 3(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
3(2)	Certificate of Amendment to Certificate of Incorporation of the Company, dated January 7, 2000, relating to an increase in the authorized shares of common stock (incorporated by reference to Exhibit 3(2) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (the “1999 10-K”)).
3(3)	Certificate of Amendment to Certificate of Incorporation of the Company, dated January 7, 2000, relating to a 2-for-1 stock split (incorporated by reference to Exhibit 3(3) to the 1999 10-K).
3(4)	Certificate of Amendment to Certificate of Incorporation of the Company, dated August 1, 2000, relating to a change in name of the Company (incorporated by reference to Exhibit 3(i).4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000 (the “September 2000 10-Q”)).
3(5)	Certificate of Amendment to Certificate of Incorporation of the Company, dated June 3, 2003, relating to compliance with provisions of the New Jersey Casino Control Act relating to holders of Company securities (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003).
3(6)	Certificate of Amendment to Certificate of Incorporation of the Company, dated May 3, 2005, relating to an increase in the authorized shares of common stock (incorporated by reference to Exhibit 3.10 to Amendment No. 1 to the Company’s Form 8-A filed with the Commission on May 11, 2005).
3(7)	Amended and Restated Bylaws of the Company, effective August 4, 2009 (incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K dated August 3, 2009).
4.1(1)	Indenture dated July 21, 1993, by and between Mandalay and First Interstate Bank of Nevada, N.A., as Trustee with respect to $150 million aggregate principal amount of 7.625% Senior Subordinated Debentures due 2013 (incorporated by reference to Exhibit 4(a) to Mandalay’s Current Report on Form 8-K dated July 21, 1993).
4.1(2)	Indenture, dated February 1, 1996, by and between Mandalay and First Interstate Bank of Nevada, N.A., as Trustee (the “Mandalay February 1996 Indenture”) (incorporated by reference to Exhibit 4(b) to Mandalay’s Current Report on Form 8-K dated January 29, 1996).
4.1(3)	Supplemental Indenture, dated as of November 15, 1996, by and between Mandalay and Wells Fargo Bank (Colorado), N.A., (successor to First Interstate Bank of Nevada, N.A.), as Trustee, to the Mandalay February 1996 Indenture, with respect to $150 million aggregate principal amount of 6.70% Senior Notes due 2096 (incorporated by reference to Exhibit 4(c) to Mandalay’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1996 (the “Mandalay October 1996 10-Q”)).
4.1(4)	6.70% Senior Notes due February 15, 2096 in the principal amount of $150,000,000 (incorporated by reference to Exhibit 4(d) to the Mandalay October 1996 10-Q).
4.1(5)	Indenture, dated November 15, 1996, by and between Mandalay and Wells Fargo Bank (Colorado), N.A., as Trustee (the “Mandalay November 1996 Indenture”) (incorporated by reference to Exhibit 4(e) to the Mandalay October 1996 10-Q).
4.1(6)	Supplemental Indenture, dated as of November 15, 1996, to the Mandalay November 1996 Indenture, with respect to $150 million aggregate principal amount of 7.0% Senior Notes due 2036 (incorporated by reference to Exhibit 4(f) to the Mandalay October 1996 10-Q).

48

Exhibit
Number	Description
4.1(7)	7.0% Senior Notes due February 15, 2036, in the principal amount of $150,000,000 (incorporated by reference to Exhibit 4(g) to the Mandalay October 1996 10-Q).
4.1(8)	Indenture, dated as of August 1, 1997, between MRI and First Security Bank, National Association, as trustee (the “MRI 1997 Indenture”) (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of MRI for the fiscal quarter ended June 30, 1997 (the “MRI June 1997 10-Q”)).
4.1(9)	Supplemental Indenture, dated as of August 1, 1997, to the MRI 1997 Indenture, with respect to $100 million aggregate principal amount of 7.25% Debentures due 2017 (incorporated by reference to Exhibit 4.2 to the MRI June 1997 10-Q).
4.1(10)	Second Supplemental Indenture, dated as of October 10, 2000, to the MRI 1997 Indenture (incorporated by reference to Exhibit 4(14) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (the “2000 10-K”)).
4.1(11)	Indenture, dated as of September 15, 2000, among the Company, as issuer, the Subsidiary Guarantors parties thereto, as guarantors, and U.S. Trust Company, National Association, as trustee, with respect to $850 million aggregate principal amount of 8.5% Senior Notes due 2010 (incorporated by reference to Exhibit 4 to the Company’s Amended Current Report on Form 8-K/A dated September 12, 2000).
4.1(12)	First Supplemental Indenture, dated as of September 15, 2000, among the Company, Bellagio Merger Sub, LLC and U.S. Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4(11) to the 2000 10-K).
4.1(13)	Second Supplemental Indenture, dated as of December 31, 2000, among the Company, MGM Grand Hotel & Casino Merger Sub, LLC and U.S. Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4(17) to the 2000 10-K).
4.1(14)	Indenture, dated as of January 23, 2001, among the Company, as issuer, the Subsidiary Guarantors parties thereto, as guarantors, and United States Trust Company of New York, as trustee, with respect to $400 million aggregate principal amount of 8.375% Senior Subordinated Notes due 2011 (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K dated January 18, 2001).
4.1(15)	Indenture dated as of December 20, 2001 by and among Mandalay and The Bank of New York, with respect to $300 million aggregate principal amount of 9.375% Senior Subordinated Notes due 2010 (incorporated by reference to Exhibit 4.1 to Mandalay’s Form S-4 Registration Statement No. 333-82936).
4.1(16)	Indenture dated as of March 21, 2003 by and among Mandalay and The Bank of New York with respect to $400 million aggregate principal amount of Floating Rate Convertible Senior Debentures due 2033 (incorporated by reference to Exhibit 4.44 to Mandalay’s Annual Report on Form 10-K for the fiscal year ended January 31, 2003).
4.1(17)	First Supplemental Indenture dated as of July 26, 2004, relating to Mandalay’s Floating Rate Senior Convertible Debentures due 2033 (incorporated by reference to Exhibit 4 to Mandalay’s Current Report on Form 8-K dated July 26, 2004).
4.1(18)	Indenture, dated as of July 31, 2003, by and between Mandalay and The Bank of New York with respect to $250 million aggregate principal amount of 6.5% Senior Notes due 2009 (incorporated by reference to Exhibit 4.1 to Mandalay’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2003).
4.1(19)	Indenture, dated as of September 17, 2003, among the Company, as issuer, the Subsidiary Guarantors parties thereto, as guarantors, and U.S. Bank National Association, as trustee, with respect to $1,050 million 6% Senior Notes due 2009 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 11, 2003).
4.1(20)	Indenture, dated as of November 25, 2003, by and between Mandalay and The Bank of New York with respect to $250 million aggregate principal amount of 6.375% Senior Notes due 2011 (incorporated by reference to Exhibit 4.1 to Mandalay’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2003).
4.1(21)	Indenture dated as of February 27, 2004, among the Company, as issuer, the Subsidiary Guarantors, as guarantors, and U.S. Bank National Association, as trustee, with respect to $525 million 5.875% Senior Notes due 2014 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated February 27, 2004).

49

Exhibit
Number	Description
4.1(22)	Indenture dated as of August 25, 2004, among the Company, as issuer, certain subsidiaries of the Company, as guarantors, and U.S. Bank National Association, as trustee, with respect to $550 million 6.75% Senior Notes due 2012 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 25, 2004).
4.1(23)	Indenture, dated June 20, 2005, among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and U.S. Bank National Association, with respect to $500 million aggregate principal amount of 6.625% Senior Notes due 2015 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated June 20, 2005).
4.1(24)	Supplemental Indenture, dated September 9, 2005, among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and U.S. Bank National Association, with respect to $375 million aggregate principal amount of 6.625% Senior Notes due 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 9, 2005).
4.1(25)	Indenture, dated April 5, 2006, among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and U.S. Bank National Association, with respect to $500 million aggregate principal amount of 6.75% Senior Notes due 2013 and $250 million original principal amount of 6.875% Senior Notes due 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 5, 2006).
4.1(26)	Indenture dated as of December 21, 2006, among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 21, 2006 (the “December 2006 8-K”)).
4.1(27)	Supplemental Indenture dated as of December 21, 2006, by and among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and U.S. Bank National Association, with respect to $750 million aggregate principal amount of 7.625% Senior Notes due 2017 (incorporated by reference to Exhibit 4.2 to the December 2006 8-K).
4.1(28)	Second Supplemental Indenture dated as of May 17, 2007 among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and U.S. Bank National Association, with respect to $750 million aggregate principal amount of 7.5% Senior Notes due 2016 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 17, 2007).
4.1(29)	Indenture dated as of November 14, 2008, among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and U.S. Bank National Association, with respect to $750 million aggregate principal amount of 13% Senior Secured Notes due 2013 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 20, 2008).
4.1(30)	Security Agreement, dated as of November 14, 2008, between New York-New York Hotel & Casino, LLC, and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 20, 2008).
4.1(31)	Pledge Agreement, dated as of November 14, 2008, among MGM MIRAGE, New PRMA Las Vegas Inc., and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated November 20, 2008).
4.1(32)	Indenture, dated as of May 19, 2009, among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and U.S. Bank National Association, with respect to $650 million aggregate principal amount of 10.375% Senior Secured Notes due May 2014 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 18, 2009).
4.1(33)	Security Agreement, dated as of May 19, 2009, among Bellagio, LLC, The Mirage Casino-Hotel and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 18, 2009).
4.1(34)	Pledge Agreement, dated as of May 19, 2009, between Mirage Resorts, Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated May 18, 2009).
4.1(35)	First Supplemental Indenture, dated as of June 15, 2009, by and among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and U.S. Bank National Association, with respect to $750 million aggregate principal amount of 13% Senior Secured Notes due 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 15, 2009).

50

Exhibit
Number	Description
4.1(36)	Indenture, dated as of September 22, 2009, among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and U.S. Bank National Association, with respect to $475 million aggregate principal amount of 11.375% Senior Notes due 2018 (incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K dated September 22, 2009).
4.2(1)	Schedule setting forth material details of the Guarantee (Mirage Resorts, Incorporated 6.75% Notes due August 1, 2007 and 7.25% Debentures Due August 1, 2017), dated as of May 31, 2000, by the Company and certain of its subsidiaries, in favor of First Security Bank, National Association, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K dated May 22, 2000 (the “May 2000 8-K”)).
4.2(2)	Schedule setting forth material details of the Guarantee (Mirage Resorts, Incorporated 6.625% Notes due February 1, 2005 and 7.25% Debentures Due August 1, 2017), dated as of May 31, 2000, by the Company and certain of its subsidiaries, in favor of The Chase Manhattan Bank, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.8 to the May 2000 8-K).
4.2(3)	Guarantee (MGM MIRAGE 8.5% Senior Notes due 2010), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of The Bank of New York N.A., as successor to U.S. Trust Company, National Association, for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005 (the “September 2005 10-Q”)).
4.2(4)	Guarantee (Mandalay Resort Group 7.625% Senior Subordinated Notes due 2013), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of The Bank of New York, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.9 to the September 2005 10-Q).
4.2(5)	Guarantee (MGM MIRAGE 8.375% Senior Subordinated Notes due 2011), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of The Bank of New York N.A., successor to the United States Trust Company of New York, as trustee for the benefit of holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.11 to the September 2005 10-Q).
4.2(6)	Guarantee (MGM MIRAGE 6.0% Senior Notes due 2009), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of U.S. Bank National Association, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.12 to the September 2005 10-Q).
4.2(7)	Guarantee (MGM MIRAGE 6.0% Senior Notes due 2009 (Exchange Notes)), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of U.S. Bank National Association, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.13 to the September 2005 10-Q).
4.2(8)	Guarantee (MGM MIRAGE 5.875% Senior Notes due 2014), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of U.S. Bank National Association, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.14 to the September 2005 10-Q).
4.2(9)	Guarantee (MGM MIRAGE 5.875% Senior Notes due 2014 (Exchange Notes)), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of U.S. Bank National Association, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.15 to the September 2005 10-Q).
4.2(10)	Guarantee (MGM MIRAGE 6.75% Senior Notes due 2012), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of U.S. Bank National Association, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.16 to the September 2005 10-Q).

51

Exhibit
Number	Description
4.2(11)	Guarantee (Mirage Resorts, Incorporated 7.25% Debentures due 2017), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of Wells Fargo Bank Northwest, National Association, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.17 to the September 2005 10-Q).
4.2(12)	Guarantee (Mandalay Resort Group 9.375% Senior Subordinated Notes due 2010), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of The Bank of New York, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.20 to the September 2005 10-Q).
4.2(13)	Guarantee (Mandalay Resort Group 6.70% Senior Notes due 2096), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of The Bank of New York, as successor in interest to First Interstate Bank of Nevada, N.A., as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.21 to the September 2005 10-Q).
4.2(14)	Guarantee (Mandalay Resort Group 7.0% Senior Notes due 2036), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of The Bank of New York, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.22 to the September 2005 10-Q).
4.2(15)	Guarantee (Mandalay Resort Group Floating Rate Convertible Senior Debentures due 2033), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of The Bank of New York, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.24 to the September 2005 10-Q).
4.2(16)	Guarantee (Mandalay Resort Group 6.5% Senior Notes due 2009), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of The Bank of New York, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.25 to the September 2005 10-Q).
4.2(17)	Guarantee (Mandalay Resort Group 6.375% Senior Notes due 2011), dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in favor of The Bank of New York, as trustee for the benefit of the holders of the Notes pursuant to the Indenture referred to therein (incorporated by reference to Exhibit 10.26 to the September 2005 10-Q).
10.1(1)	Fifth Amended and Restated Loan Agreement dated as of October 3, 2006, by and among MGM MIRAGE, as borrower; MGM Grand Detroit, LLC, as co-borrower; the Lenders and Co-Documentation Agents named therein; Bank of America, N.A., as Administrative Agent; the Royal Bank of Scotland PLC, as Syndication Agent; Bank of America Securities LLC and The Royal Bank of Scotland PLC, as Joint Lead Arrangers; and Bank of America Securities LLC, The Royal Bank of Scotland PLC, J.P. Morgan Securities Inc., Citibank North America, Inc. and Deutsche Bank Securities Inc. as Joint Book Managers (the “Fifth Amended and Restated Loan Agreement”) (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated October 3, 2006).
10.1(2)	Amendment No. 1, dated September 30, 2008, to the Fifth Amended and Restated Loan Agreement (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated September 30, 2008).
10.1(3)	Amendment No. 2 and Waiver, dated March 16, 2009, to the Fifth Amended and Restated Loan Agreement (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated March 16, 2009).
10.1(4)	Amendment No. 3, dated March 26, 2009, to the Fifth Amended and Restated Loan Agreement (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated Mach 26, 2009).
10.1(5)	Amendment No. 4, dated April 9, 2009, to the Fifth Amended and Restated Loan Agreement (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated April 9, 2009).
10.1(6)	Amendment No. 5 and Waiver, dated April 29, 2009, to the Fifth Amended and Restated Loan Agreement (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated April 29, 2009).

52

Exhibit
Number	Description
10.1(7)	Amendment No. 6, dated May 12, 2009, and Waiver to the Fifth Amended and Restated Loan Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 12, 2009).
10.1(8)	Amendment No. 7, dated November 4, 2009, to the Fifth Amended and Restated Loan Agreement (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated November 4, 2009).
10.1(9)	Amendment No. 8, dated December 18, 2009 among MGM MIRAGE, MGM Grand Detroit, LLC and Bank of America, N.A., with reference to the Fifth Amended and Restated Loan Agreement, as amended.
10.1(10)	Sponsor Contribution Agreement, dated October 31, 2008, by and among MGM MIRAGE, as sponsor, CityCenter Holdings, LLC, as borrower, and Bank of America, N.A., as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 6, 2008).
10.1(11)	Amendment No. 1 to Sponsor Contribution Agreement, dated April 29, 2009, among MGM MIRAGE, CityCenter Holdings, LLC and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 29, 2009).
10.1(12)	Sponsor Completion Guarantee, dated October 31, 2008, by and among MGM MIRAGE, as completion guarantor, CityCenter Holdings, LLC, as borrower, and Bank of America, N.A., as Collateral Agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 6, 2008).
10.1(13)	Amended and Restated Sponsor Completion Guarantee, dated April 29, 2009, among MGM MIRAGE, CityCenter Holdings, LLC and Bank of America, N.A. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 29, 2009).
10.2(1)	Lease, dated August 3, 1977, by and between B&D Properties, Inc., as lessor, and Mandalay, as lessee; Amendment of Lease, dated May 6, 1983 (incorporated by reference to Exhibit 10(h) to Mandalay’s Registration Statement (No. 2-85794) on Form S-1).
10.2(2)	Lease by and between Robert Lewis Uccelli, guardian, as lessor, and Nevada Greens, a limited partnership, William N. Pennington, as trustee, and William G. Bennett, as trustee, and related Assignment of Lease (incorporated by reference to Exhibit 10(p) to Mandalay’s Registration Statement (No. 33-4475) on Form S-1).
10.2(3)	Public Trust Tidelands Lease, dated February 4, 1999, between the State of Mississippi and Beau Rivage Resorts, Inc. (without exhibits) (incorporated by reference to Exhibit 10.73 to the Annual Report on Form 10-K of MRI for the fiscal year ended December 31, 1999).
*10.3(1)	Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10(1) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996).
*10.3(2)	1997 Nonqualified Stock Option Plan, Amended and Restated February 2, 2004 (incorporated by reference to Exhibit 10.1 to the Company’s Quarter report on Form 10-Q for the fiscal quarter ended June 30, 2004).
*10.3(3)	Amendment to the MGM MIRAGE 1997 Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated July 9, 2007).
*10.3(4)	Amended and Restated MGM MIRAGE 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated April 3, 2009).
*10.3(5)	Amended and Restated Annual Performance-Based Incentive Plan for Executive Officers, giving effect to amendment approved by the Company’s shareholders on May 9, 2006 (incorporated by reference to Appendix A to the Company’s 2006 Proxy Statement).
*10.3(6)	Deferred Compensation Plan II, dated as of December 30, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 10, 2005 (the “January 2005 8-K”).
*10.3(7)	Supplemental Executive Retirement Plan II, dated as of December 30, 2004 (incorporated by reference to Exhibit 10.1 to the January 2005 8-K).

53

Exhibit
Number	Description
*10.3(8)	Amendment to Deferred Compensation Plan II, dated as of December 21, 2005 (incorporated by reference to Exhibit 10.3(9) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
*10.3(9)	Amendment No. 1 to the Deferred Compensation Plan II, dated as of July 10, 2007 (incorporated by reference to Exhibit 10.3(11) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (the “2007 10-K”)).
*10.3(10)	Amendment No. 1 to the Supplemental Executive Retirement Plan II, dated as of July 10, 2007 (incorporated by reference to Exhibit 10.3(12) to the 2007 10-K).
*10.3(11)	Amendment No. 2 to the Deferred Compensation Plan II, dated as of October 15, 2007 (incorporated by reference to Exhibit 10.3(13) to the 2007 10-K).
*10.3(12)	Amendment No. 2 to the Supplemental Executive Retirement Plan II, dated as of October 15, 2007 (incorporated by reference to Exhibit 10.3(14) to the 2007 10-K).
*10.3(13)	Amendment No. 1 to the Deferred Compensation Plan II, dated as of November 4, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 7, 2008).
*10.3(14)	Amendment No. 1 to the Supplemental Executive Retirement Plan II, dated as of November 4, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 7, 2008).
*10.3(15)	MGM MIRAGE Freestanding Stock Appreciation Right Agreement (incorporated by reference to Exhibit 10.3(15) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).
*10.3(16)	MGM MIRAGE Restricted Stock Units Agreement (performance vesting) (incorporated by reference to Exhibit 10.3(16) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).
*10.3(17)	MGM MIRAGE Restricted Stock Units Agreement (time vesting) (incorporated by reference to Exhibit 10.3(17) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).
*10.3(18)	Employment Agreement, dated September 16, 2005, between the Company and Robert H. Baldwin (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 16, 2005 (the “September 16, 2005 8-K”)).
*10.3(19)	Employment Agreement, dated September 16, 2005, between the Company and James J. Murren (incorporated by reference to Exhibit 10.4 to the September 16, 2005 8-K).
*10.3(20)	Employment Agreement, dated September 16, 2005, between the Company and Gary N. Jacobs (incorporated by reference to Exhibit 10.5 to the September 16, 2005 8-K).
*10.3(21)	Employment Agreement, dated March 1, 2007, between the Company and Aldo Manzini (incorporated by reference to Exhibit 10.3(20) to the 2007 10-K).
*10.3(22)	Letter Agreement dated June 19, 2007, between the Company and Aldo Manzini (incorporated by reference to Exhibit 10.3(21) to the 2007 10-K).
*10.3(23)	Employment Agreement, dated December 3, 2007, between the Company and Dan D’Arrigo (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated December 3, 2007).
*10.3(24)	Amendment No. 1 to Employment Agreement, dated December 31, 2008, between MGM MIRAGE and James J. Murren (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated January 7, 2009).
*10.3(25)	Amendment No. 1 to Employment Agreement, dated December 31, 2008, between MGM MIRAGE and Robert H. Baldwin (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated January 7, 2009).
*10.3(26)	Amendment No. 1 to Employment Agreement, dated December 31, 2008, between MGM MIRAGE and Gary N. Jacobs (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated January 7, 2009).

54

Exhibit
Number	Description
*10.3(27)	Amendment No. 1 to Employment Agreement, dated December 31, 2008, between MGM MIRAGE and Daniel J. D’Arrigo (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K dated January 7, 2009).
*10.3(28)	Amendment No. 1 to Employment Agreement, dated December 31, 2008, between MGM MIRAGE and Aldo Manzini (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K dated January 7, 2009).
*10.3(29)	Employment Agreement, effective as of April 6, 2009, between the Company and James J. Murren (incorporated by reference to Exhibit 10 to the Company’s Amendment No. 1 to Current Report on Form 8-K dated April 6, 2009).
*10.3(30)	Employment Agreement, effective as of August 3, 2009, between the Company and Gary N. Jacobs (incorporated by reference to Exhibit 10 to the Company’s Amendment No. 1 to Current Report on Form 8-K dated August 3, 2009).
10.4(1)	Second Amended and Restated Joint Venture Agreement of Marina District Development Company, dated as of August 31, 2000, between MAC, CORP. and Boyd Atlantic City, Inc. (without exhibits) (incorporated by reference to Exhibit 10.2 to the September 2000 10-Q).
10.4(2)	Contribution and Adoption Agreement, dated as of December 13, 2000, among Marina District Development Holding Co., LLC, MAC, CORP. and Boyd Atlantic City, Inc. (incorporated by reference to Exhibit 10.4(15) to the 2000 10-K).
10.4(3)	Amended and Restated Agreement of Joint Venture of Circus and Eldorado Joint Venture by and between Eldorado Limited Liability Company and Galleon, Inc. (incorporated by reference to Exhibit 3.3 to the Form S-4 Registration Statement of Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. — Commission File No. 333-87202).
10.4(4)	Amended and Restated Joint Venture Agreement, dated as of June 25, 2002, between Nevada Landing Partnership and RBG, L.P. (incorporated by reference to Exhibit 10.1 to Mandalay’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2004.)
10.4(5)	Amendment No. 1 to Amended and Restated Joint Venture Agreement, dated as of April 25, 2005, by and among Nevada Landing Partnership, an Illinois general partnership, and RBG, L.P., an Illinois limited partnership (incorporated by reference to Exhibit 10.4(5) to the Company’s Annual Report of Form 10-K for the fiscal year ended December 31, 2005).
10.4(6)	Amended and Restated Subscription and Shareholders Agreement, dated June 19, 2004, among Pansy Ho, Grand Paradise Macau Limited, MGMM Macau, Ltd., MGM MIRAGE Macau, Ltd., MGM MIRAGE and MGM Grand Paradise Limited (formerly N.V. Limited) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 19, 2005).
10.4(7)	Amendment Agreement to the Subscription and Shareholders Agreement, dated January 20, 2007, among Pansy Ho, Grand Paradise Macau Limited, MGMM Macau, Ltd., MGM MIRAGE Macau, Ltd., MGM MIRAGE and MGM Grand Paradise Limited (formerly N.V. Limited) (incorporated by reference to Exhibit 10.4(7) to the 2006 10-K).
10.4(8)	Loan Agreement with the M Resort LLC dated April 24, 2007 (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated April 24, 2007).
10.4(9)	Amended and Restated Limited Liability Company Agreement of CityCenter Holdings, LLC, dated August 29, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 29, 2009).
10.4(10)	Limited Liability Company Operating Agreement of IKM JV, LLC, dated September 10, 2007 (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated September 10, 2007).
10.4(11)	Amendment No. 1, dated September 30, 2008, to Limited Liability Company Operating Agreement of IKM JV, LLC, dated September 10, 2007 (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated October 6, 2008).
10.4(12)	Amendment No. 2, dated April 29, 2009, to Limited Liability Company Operating Agreement of IKM JV, LLC, dated September 10, 2007 (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K dated April 29, 2009).

55

Exhibit
Number	Description
10.5(1)	Revised Development Agreement among the City of Detroit, The Economic Development Corporation of the City of Detroit and MGM Grand Detroit, LLC (incorporated by reference to Exhibit 10.10 to Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002).
10.5(2)	Revised Development Agreement effective August 2, 2002, by and among the City of Detroit, The Economic Development Corporation of the City of Detroit and Detroit Entertainment, L.L.C. (incorporated by reference to Exhibit 10.61 of Mandalay’s Annual Report on Form 10-K for the year ended January 31, 2005).
10.6(1)	Company Stock Purchase and Support Agreement, dated August 21, 2007, by and between MGM MIRAGE and Infinity World Investments, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 21, 2007).
10.6(2)	Amendment No. 1, dated October 17, 2007, to the Company Stock Purchase and Support Agreement by and between MGM MIRAGE and Infinity World Investments, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 17, 2007).
10.6(3)	Purchase Agreement dated December 13, 2008, by and among The Mirage Casino-Hotel, as seller, and Ruffin Acquisition, LLC, as purchaser (incorporated by reference to Exhibit 10 to the Company’s Amendment No. 1 to Current Report on Form 8-K/A dated January 9, 2009).
10.6(4)	First Amendment to Purchase Agreement, dated March 12, 2009, by and among The Mirage Casino-Hotel, as seller, and Ruffin Acquisition, LLC, as purchaser (incorporated by reference to the Company’s to Current Report
	on Form 8-K dated Mach 12, 2009).
21	List of subsidiaries of the Company.
23	Consent of Deloitte & Touche LLP.
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.
99.1	Description of our Operating Resorts.
99.2	Description of Regulation and Licensing.
99.3	Audited Consolidated Financial Statements of CityCenter Holdings, LLC as of and for the years ended December 31, 2009 and 2008 and the period from November 2, 2007 (date of inception) to December 31, 2007.

*	Management contract or compensatory plan or arrangement.
**	Exhibits 32.1 and 32.2 shall not be deemed filed with the Securities and Exchange Commission, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

56

MANAGEMENT’S ANNUAL REPORT
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management’s Responsibilities

Management is responsible for establishing and maintaining adequate internal control over financial reporting for MGM MIRAGE and subsidiaries (the “Company”).

Objective of Internal Control over Financial Reporting

In establishing adequate internal control over financial reporting, management has developed and maintained a system of internal control, policies and procedures designed to provide reasonable assurance that information contained in the accompanying consolidated financial statements and other information presented in this annual report is reliable, does not contain any untrue statement of a material fact or omit to state a material fact, and fairly presents in all material respects the financial condition, results of operations and cash flows of the Company as of and for the periods presented in this annual report. Significant elements of the Company’s internal control over financial reporting include, for example:

•  Hiring skilled accounting personnel and training them appropriately;

•  Written accounting policies;

•  Written documentation of accounting systems and procedures;

•  Segregation of incompatible duties;

•  Internal audit function to monitor the effectiveness of the system of internal control;

•  Oversight by an independent Audit Committee of the Board of Directors.

Management’s Evaluation

Management has evaluated the Company’s internal control over financial reporting using the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation as of December 31, 2009, management believes that the Company’s internal control over financial reporting is effective in achieving the objectives described above.

Report of Independent Registered Public Accounting Firm

Deloitte & Touche LLP audited the Company’s consolidated financial statements as of and for the year ended December 31, 2009 and issued their report thereon, which is included in this annual report. Deloitte & Touche LLP has also issued an attestation report on the effectiveness of the Company’s internal control over financial reporting and such report is also included in this annual report.

57

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of MGM MIRAGE

We have audited the internal control over financial reporting of MGM MIRAGE and subsidiaries (the “Company”) as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2009. Our report dated February 26, 2010 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

February 26, 2010

58

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of MGM MIRAGE

We have audited the accompanying consolidated balance sheets of MGM MIRAGE and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009. Our audits also included the financial statement schedule of Valuation and Qualifying Accounts included in Item 15(a)(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of MGM MIRAGE and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2010, expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada

February 26, 2010

59

MGM MIRAGE AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

	At December 31,
	2009			2008
ASSETS
Current assets
Cash and cash equivalents	$	2,056,207		$	295,644
Accounts receivable, net		368,474			303,416
Inventories		101,809			111,505
Income tax receivable		384,555			64,685
Deferred income taxes		38,487			63,153
Prepaid expenses and other		103,969			155,652
Assets held for sale		—			538,975
Total current assets		3,053,501			1,533,030
Property and equipment, net		15,069,952			16,289,154
Other assets
Investments in and advances to unconsolidated affiliates		3,611,799			4,642,865
Goodwill		86,353			86,353
Other intangible assets, net		344,253			347,209
Deposits and other assets, net		352,352			376,105
Total other assets		4,394,757			5,452,532
	$	22,518,210		$	23,274,716
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	155,796		$	142,693
Construction payable		17,923			45,103
Current portion of long-term debt		1,079,824			1,047,614
Accrued interest on long-term debt		206,357			187,597
Other accrued liabilities		923,701			1,549,296
Liabilities related to assets held for sale		—			30,273
Total current liabilities		2,383,601			3,002,576
Deferred income taxes		3,031,303			3,441,198
Long-term debt		12,976,037			12,416,552
Other long-term obligations		256,837			440,029
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock, $.01 par value: authorized 600,000,000 shares; issued 441,222,251 and 369,283,995 shares; outstanding 441,222,251 and 276,506,968 shares		4,412			3,693
Capital in excess of par value		3,497,425			4,018,410
Treasury stock, at cost (0 and 92,777,027 shares)		—			(3,355,963	)
Retained earnings		370,532			3,365,122
Accumulated other comprehensive loss		(1,937	)		(56,901	)
Total stockholders’ equity		3,870,432			3,974,361
	$	22,518,210		$	23,274,716

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

60

MGM MIRAGE AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Year Ended December 31,
	2009			2008			2007
Revenues
Casino	$	2,618,060		$	2,975,680		$	3,239,054
Rooms		1,370,135			1,907,093			2,130,542
Food and beverage		1,362,325			1,582,367			1,651,655
Entertainment		493,799			546,310			560,909
Retail		207,260			261,053			296,148
Other		592,703			611,692			519,360
		6,644,282			7,884,195			8,397,668
Less: Promotional allowances		(665,693	)		(675,428	)		(706,031	)
		5,978,589			7,208,767			7,691,637
Expenses
Casino		1,459,944			1,618,914			1,646,883
Rooms		427,169			533,559			542,289
Food and beverage		775,018			930,716			947,475
Entertainment		358,026			384,822			395,611
Retail		134,851			168,859			187,386
Other		384,298			397,504			307,914
General and administrative		1,100,193			1,278,944			1,251,952
Corporate expense		143,764			109,279			193,893
Preopening and start-up expenses		53,013			23,059			92,105
Property transactions, net		1,328,689			1,210,749			(186,313	)
Gain on CityCenter transaction		—			—			(1,029,660	)
Depreciation and amortization		689,273			778,236			700,334
		6,854,238			7,434,641			5,049,869
Income (loss) from unconsolidated affiliates		(88,227	)		96,271			222,162
Operating income (loss)		(963,876	)		(129,603	)		2,863,930
Non-operating income (expense)
Interest income		12,304			16,520			17,210
Interest expense, net		(775,431	)		(609,286	)		(708,343	)
Non-operating items from unconsolidated affiliates		(47,127	)		(34,559	)		(18,805	)
Other, net		(238,463	)		87,940			4,436
		(1,048,717	)		(539,385	)		(705,502	)
Income (loss) from continuing operations before income taxes		(2,012,593	)		(668,988	)		2,158,428
Benefit (provision) for income taxes		720,911			(186,298	)		(757,883	)
Income (loss) from continuing operations		(1,291,682	)		(855,286	)		1,400,545
Discontinued operations
Income from discontinued operations		—			—			10,461
Gain on disposal of discontinued operations		—			—			265,813
Provision for income taxes		—			—			(92,400	)
		—			—			183,874
Net income (loss)	$	(1,291,682	)	$	(855,286	)	$	1,584,419
Basic income (loss) per share of common stock
Income (loss) from continuing operations	$	(3.41	)	$	(3.06	)	$	4.88
Discontinued operations		—			—			0.64
Net income (loss) per share	$	(3.41	)	$	(3.06	)	$	5.52
Diluted income (loss) per share of common stock
Income (loss) from continuing operations	$	(3.41	)	$	(3.06	)	$	4.70
Discontinued operations		—			—			0.61
Net income (loss) per share	$	(3.41	)	$	(3.06	)	$	5.31

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

61

MGM MIRAGE AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2009			2008			2007
Cash flows from operating activities
Net income (loss)	$	(1,291,682	)	$	(855,286	)	$	1,584,419
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		689,273			778,236			700,334
Amortization of debt discounts, premiums and issuance costs		50,852			10,620			4,298
Loss (gain) on retirement of long-term debt		61,563			(87,457	)		—
Convertible note impairment		175,690			—			—
Provision for doubtful accounts		54,074			80,293			32,910
Stock-based compensation		36,571			36,277			45,678
Business interruption insurance — lost profits		(15,115	)		(9,146	)		(66,748	)
Business interruption insurance — cost recovery		—			(27,883	)		(5,962	)
Property transactions, net		1,328,689			1,210,749			(186,313	)
Gain on CityCenter transaction		—			—			(1,029,660	)
Gain on disposal of discontinued operations		—			—			(265,813	)
Loss (income) from unconsolidated affiliates		188,178			(40,752	)		(162,217	)
Distributions from unconsolidated affiliates		93,886			70,546			211,062
Deferred income taxes		(344,690	)		79,516			32,813
Changes in assets and liabilities:
Accounts receivable		(121,088	)		20,500			(82,666	)
Inventories		6,571			12,366			(8,511	)
Income taxes receivable and payable		(334,522	)		(346,878	)		315,877
Prepaid expenses and other		(17,427	)		14,983			10,937
Accounts payable and accrued liabilities		37,158			(187,858	)		32,720
Real estate under development		—			—			(458,165	)
Residential sales deposits		—			—			247,046
Business interruption insurance recoveries		16,391			28,891			72,711
Other		(26,458	)		(34,685	)		(30,334	)
Net cash provided by operating activities		587,914			753,032			994,416
Cash flows from investing activities
Capital expenditures, net of construction payable		(136,850	)		(781,754	)		(2,917,409	)
Proceeds from sale of TI		746,266			—			—
Proceeds from contribution of CityCenter		—			—			2,468,652
Proceeds from disposals of discontinued operations, net		—			—			578,873
Purchase of convertible note		—			—			(160,000	)
Investments in and advances to unconsolidated affiliates		(963,685	)		(1,279,462	)		(31,420	)
Property damage insurance recoveries		7,186			21,109			207,289
Dispositions of property and equipment		22,291			85,968			47,571
Other		(5,463	)		(27,301	)		15,745
Net cash provided by (used in) investing activities		(330,255	)		(1,981,440	)		209,301
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities — maturities of 90 days or less		(1,027,193	)		2,760,450			(402,300	)
Borrowings under bank credit facilities — maturities longer than 90 days		6,771,492			8,170,000			6,750,000
Repayments under bank credit facilities — maturities longer than 90 days		(5,942,455	)		(8,450,000	)		(7,500,000	)
Issuance of long-term debt		1,921,751			698,490			750,000
Retirement of senior notes		(1,176,452	)		(789,146	)		(1,402,233	)
Debt issuance costs		(112,055	)		(48,700	)		(5,983	)
Issuance of common stock		1,104,418			—			1,192,758
Issuance of common stock upon exercise of stock awards		637			14,116			97,792
Purchases of common stock		—			(1,240,856	)		(826,765	)
Excess tax benefits from stock-based compensation		—			9,509			102,479
Payment of Detroit Economic Development Corporation Bonds		(49,393	)		—			—
Other		(2,000	)		(1,781	)		3,715
Net cash provided by (used in) financing activities		1,488,750			1,122,082			(1,240,537	)
Cash and cash equivalents
Net increase (decrease) for the year		1,746,409			(106,326	)		(36,820	)
Cash related to assets held for sale		14,154			(14,154	)		—
Balance, beginning of year		295,644			416,124			452,944
Balance, end of year	$	2,056,207		$	295,644		$	416,124
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized	$	807,523		$	622,297		$	731,618
State, federal and foreign income taxes paid, net of refunds		(53,863	)		437,874			391,042
Non-cash investing and financing activities
Carrying value of net assets contributed to joint venture	$	—		$	—		$	2,773,612
CityCenter completion guarantees and delayed equity contributions		(55,000	)		1,111,837			—

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

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MGM MIRAGE AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)

For the Years Ended December 31, 2009, 2008 and 2007

															Accumulated Other
	Common Stock					Capital in									Comprehensive			Total
	Shares			Par		Excess of			Treasury			Retained			Income			Stockholders’
	Outstanding			Value		Par Value			Stock			Earnings			(Loss)			Equity
Balances, January 1, 2007		283,909		$	3,629	$	2,806,636		$	(1,597,120	)	$	2,635,989		$	415		$	3,849,549
Net income		—			—		—			—			1,584,419			—			1,584,419
Currency translation adjustment		—			—		—			—			—			583			583
Other comprehensive loss from unconsolidated affiliate, net		—			—		—			—			—			(442	)		(442	)
Total comprehensive income																			1,584,560
Stock-based compensation		—			—		48,063			—			—			—			48,063
Change in excess tax benefit from stock-based compensation		—			—		115,439			—			—			—			115,439
Issuance of common stock		14,200			—		883,980			308,778			—			—			1,192,758
Issuance of common stock pursuant to stock-based compensation awards		5,510			55		96,691			—			—			—			96,746
Purchases of treasury stock		(9,850	)		—		—			(826,765	)		—			—			(826,765	)
Other		—			—		353			—			—			—			353
Balances, December 31, 2007		293,769			3,684		3,951,162			(2,115,107	)		4,220,408			556			6,060,703
Net loss		—			—		—			—			(855,286	)		—			(855,286	)
Currency translation adjustment		—			—		—			—			—			(3,190	)		(3,190	)
Valuation adjustment to M Resort convertible note, net of taxes		—			—		—			—			—			(54,267	)		(54,267	)
Total comprehensive loss																			(912,743	)
Stock-based compensation		—			—		42,418			—			—			—			42,418
Change in excess tax benefit from stock-based compensation		—			—		10,494			—			—			—			10,494
Issuance of common stock pursuant to stock-based compensation awards		888			9		14,107			—			—			—			14,116
Purchases of treasury stock		(18,150	)		—		—			(1,240,856	)		—			—			(1,240,856	)
Other		—			—		229			—			—			—			229
Balances, December 31, 2008		276,507			3,693		4,018,410			(3,355,963	)		3,365,122			(56,901	)		3,974,361
Net loss		—			—		—			—			(1,291,682	)		—			(1,291,682	)
Currency translation adjustment		—			—		—			—			—			532			532
Reclass M Resort convertible note valuation adjustment to current earnings		—			—		—			—			—			54,267			54,267
Other comprehensive income from unconsolidated affiliate, net		—			—		—			—			—			165			165
Total comprehensive loss																			(1,236,718	)
Stock-based compensation		—			—		43,050			—			—			—			43,050
Change in excess tax benefit from stock-based compensation		—			—		(14,854	)		—			—			—			(14,854	)
Issuance of common stock		164,450			717		(549,354	)		3,355,963			(1,702,908	)		—			1,104,418
Issuance of common stock pursuant to stock-based compensation awards		265			2		(29	)		—			—			—			(27	)
Other		—			—		202			—			—			—			202
Balances, December 31, 2009		441,222		$	4,412	$	3,497,425		$	—		$	370,532		$	(1,937	)	$	3,870,432

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

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MGM MIRAGE AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION

MGM MIRAGE (the “Company”) is a Delaware corporation. As of December 31, 2009, approximately 37% of the outstanding shares of the Company’s common stock were owned by Tracinda Corporation, a Nevada corporation wholly owned by Kirk Kerkorian. Prior to the May 2009 issuance of common stock — see Note 14 — Tracinda Corporation owned more than 50% of the outstanding shares of the Company’s common stock. As a result, Tracinda Corporation had the ability to elect the Company’s entire Board of Directors and to determine the outcome of other matters submitted to the Company’s stockholders, such as the approval of significant transactions. Following the May 2009 issuance of common stock, Tracinda Corporation continues to have significant influence with respect to the election of directors and other matters, but it no longer has the power to solely determine these matters. MGM MIRAGE acts largely as a holding company and, through wholly-owned subsidiaries, owns and/or operates casino resorts.

The Company owns and operates the following casino resorts in Las Vegas, Nevada: Bellagio, MGM Grand Las Vegas, Mandalay Bay, The Mirage, Luxor, New York-New York, Excalibur, Monte Carlo, and Circus Circus Las Vegas. Operations at MGM Grand Las Vegas include management of The Signature at MGM Grand Las Vegas, a condominium-hotel consisting of three towers. Other Nevada operations include Circus Circus Reno, Gold Strike in Jean, and Railroad Pass in Henderson. The Company has a 50% investment in Silver Legacy in Reno, which is adjacent to Circus Circus Reno. The Company also owns Shadow Creek, an exclusive world-class golf course located approximately ten miles north of its Las Vegas Strip resorts, and Primm Valley Golf Club at the California/Nevada state line.

The Company also owns 50% of CityCenter, located on the Las Vegas Strip between Bellagio and Monte Carlo. The other 50% of CityCenter is owned by Infinity World Development Corp (“Infinity World”), a wholly-owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity. CityCenter consists of Aria, a 4,000-room casino resort; Mandarin Oriental Las Vegas, a 400-room non-gaming boutique hotel; Crystals, a 425,000 square foot retail district, including shops, dining and entertainment venues; and Vdara, a 1,495-room luxury condominium-hotel. In addition, CityCenter features residential units in the Residences at Mandarin Oriental — 225 units and Veer — approximately 670 units. Aria opened on December 16, 2009 and Vdara, Mandarin Oriental and Crystals all opened in early December 2009. The residential units within CityCenter began the sales closing process in early 2010. Additionally, CityCenter postponed the opening of The Harmon Hotel & Spa, a 400-room non-gaming boutique hotel, until such time as the Company and Infinity World mutually agree to proceed with its completion. The Company entered into various management agreements with the joint venture for the ongoing operations of CityCenter. The Company receives a management fee of 2% of gross revenues for the management of Aria and Vdara, and 5% of EBITDA, as defined. In addition, the Company receives an annual fee of $3 million for the management of Crystals.

The Company and its local partners own and operate MGM Grand Detroit in Detroit, Michigan. The Company also owns and operates two resorts in Mississippi: Beau Rivage in Biloxi and Gold Strike Tunica.

The Company has 50% interests in three resorts outside of Nevada: MGM Grand Macau, Grand Victoria and Borgata. MGM Grand Macau is a casino resort that opened on December 18, 2007. Pansy Ho Chiu-King owns the other 50% of MGM Grand Macau. Grand Victoria is a riverboat in Elgin, Illinois. An affiliate of Hyatt Gaming owns the other 50% of Grand Victoria and also operates the resort. Borgata is a casino resort located on Renaissance Pointe in the Marina area of Atlantic City, New Jersey. Boyd Gaming Corporation (“Boyd”) owns the other 50% of Borgata and also operates the resort. See Note 8 for further discussion of Borgata.

The Company owns additional land adjacent to Borgata, a portion of which consists of common roads, landscaping and master plan improvements, and a portion of which was planned for a wholly-owned development, MGM Grand Atlantic City. As part of the potential settlement discussed in Note 8, the Company has agreed that an affiliate of the Company would withdraw its license application for this development. The Company does not intend

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to pursue this development for the foreseeable future — see Note 3 for further discussion of the related impairment charge.

NOTE 2  — LIQUIDITY AND FINANCIAL POSITION

The Company has significant indebtedness and it has significant financial commitments in 2010. On December 30, 2009, the Company borrowed the $1.6 billion then available to it under its senior credit facility in order to increase its capacity for issuing additional senior secured notes under its existing public notes indentures; it repaid this borrowing on January 4, 2010. Therefore, as of December 31, 2009, the Company had a higher than normal cash balance of $2.1 billion. As of December 31, 2009, the Company had approximately $14.1 billion of total long-term debt including amounts outstanding under its senior credit facility. As discussed below, on February 25, 2010, the Company entered into an agreement amending its senior credit facility, which, among other things, provides for an extension of the maturity date for a portion of its senior credit facility (subject to the fulfillment of certain conditions), provided for a reduction in the credit exposures of lenders agreeing to such extensions, and an increase in applicable interest rates payable to such lenders.

As of December 31, 2009 the Company’s financial obligations in 2010 included $1.1 billion related to maturities of long-term debt; $1.0 billion in estimated interest payments on outstanding debt; and an estimated $394 million under its CityCenter completion guarantee which it expects to be partially offset by up to $244 million in proceeds from the sale of residential units at CityCenter, though the timing of receipt of such proceeds is uncertain. In addition, the Company expects to invest approximately $250 million in currently uncommitted capital expenditures at its resorts in 2010.

Giving effect to the January 4, 2010 repayment, the Company had approximately $1.6 billion available under its senior credit facility to fund its 2010 obligations as of December 31, 2009. The Company has no other existing sources of borrowing availability, except to the extent it reduces amounts outstanding under the senior credit facility. In addition, the Company historically has generated significant cash flows from operations; the Company generated approximately $1.4 billion in cash flows from operations before deducting cash paid for interest in 2009. The Company also expects to receive tax refunds of approximately $385 million during 2010.

On February 25, 2010 the Company entered into an amendment (the “Amendment”) to its senior credit facility which:

•  Provides the Company a period through June 30, 2010 to raise sufficient capital to make the “Required Prepayments” described below;

•  Permits the Company to issue not more than $850 million of secured indebtedness to finance all or a portion of the Required Prepayments;

•  Permits the Company to transfer its 50% interest in Borgata and certain land and cash into a trust — see Note 8; and

•  Requires the payment of an amendment fee to all lenders under the credit facility.

Pursuant to the Amendment, a restatement of the senior credit facility (the “Restated Loan Agreement”) will become effective upon making of the Required Prepayments and satisfaction of certain documentary conditions provided that these occur no later than June 30, 2010.

The Restated Loan Agreement:

•  Requires the Company to make a 20% reduction in credit exposures of those of its lenders which have agreed to extend their commitments, other than lenders which waived such reduction (the “Required Prepayments” — approximately $820 million);

•  Subject to the making of the Required Prepayments and the fulfillment of certain other conditions, re-tranches the senior credit facility so that approximately $1.4 billion of revolving loans and commitments will

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be effectively converted into term loans, leaving a revolving credit commitment of $2.0 billion, approximately $300 million of which will mature in October 2011;

•  Requires the Company to repay in full the approximately $1.2 billion owed to lenders which have not agreed to extend their commitments on the existing maturity date in October 2011;

•  Extends (subject to certain conditions) the maturity date for the remaining approximately $3.6 billion of the loans and lending commitments (adjusted for the Required Prepayments) under the credit facility through February 21, 2014;

•  Provides for extension fees and a 100 basis point increase in interest rate for extending lenders; and

•  Continues the existing minimum EBITDA and maximum annual capital expenditures covenants with periodic step-ups during the extension period.

In addition, the Restated Loan Agreement will allow the Company to issue unsecured debt and equity securities to refinance indebtedness maturing prior to October 3, 2011 and the $1.2 billion portion of the obligations owed to non-extending Lenders. Following the repayment of such lenders and the fulfillment of certain other conditions, the maturity of the balance of the senior credit facility will be extended to February 21, 2014 and the Restated Loan Agreement will thereafter permit the Company to issue unsecured debt and equity securities to refinance indebtedness which matures prior to the maturity date of the extended facilities. However, (a) indebtedness in amounts issued in excess of $250 million over such interim maturities requires ratable prepayment of the credit facilities in an amount equal to 50% of the net cash proceeds of such excess, and (b) equity amounts issued in excess of $500 million over such interim maturities require ratable prepayment of the credit facilities in an amount equal to 50% of the net cash proceeds of such excess.

NOTE 3 — SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Principles of consolidation.  The consolidated financial statements include the accounts of the Company and its subsidiaries. The Company’s investments in unconsolidated affiliates which are 50% or less owned are accounted for under the equity method. The Company does not have a variable interest in any variable interest entities. All intercompany balances and transactions have been eliminated in consolidation. The Company’s operations are primarily in one segment: operation of casino resorts. Other operations, and foreign operations, are not material.

Management’s use of estimates.  The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Those principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Financial statement impact of Hurricane Katrina and Monte Carlo fire.  The Company maintains insurance for both property damage and business interruption relating to catastrophic events, such as Hurricane Katrina which damaged Beau Rivage in August 2005 and the rooftop fire at Monte Carlo in January 2008. Business interruption coverage covers lost profits and other costs incurred during the closure period and up to six months following re-opening.

Non-refundable insurance recoveries received in excess of the net book value of damaged assets, clean-up and demolition costs, and post-event costs are recognized as income in the period received or committed based on the Company’s estimate of the total claim for property damage (recorded as “Property transactions, net”) and business interruption (recorded as a reduction of “General and administrative” expenses) compared to the recoveries received at that time. All post-event costs and expected recoveries are recorded net within “General and administrative” expenses, except for depreciation of non-damaged assets, which is classified as “Depreciation and amortization.”

Insurance recoveries are classified in the statement of cash flows based on the coverage to which they relate. Recoveries related to business interruption are classified as operating cash flows and recoveries related to property damage are classified as investing cash flows. However, the Company’s insurance policy includes undifferentiated

66

coverage for both property damage and business interruption. Therefore, the Company classifies insurance recoveries as being related to property damage until the full amount of damaged assets and demolition costs are recovered, and classifies additional recoveries up to the amount of post-event costs incurred as being related to business interruption. Insurance recoveries beyond that amount are classified as operating or investing cash flows based on the Company’s estimated allocation of the total claim.

Hurricane Katrina.  The Company reached final settlement agreements with its insurance carriers related to Hurricane Katrina in late 2007. In total, the Company received insurance recoveries of $635 million, which exceeded the $265 million net book value of damaged assets and post-storm costs incurred. The Company recognized the $370 million of excess insurance recoveries in income in 2007 and 2006.

Monte Carlo fire.  The Company reached final settlement agreements for the Monte Carlo Fire in early 2009. In total, the Company received $74 million of proceeds from its insurance carriers. The Company recognized the $41 million of excess insurance recoveries in income in 2008 and 2009, with recoveries offsetting a write-down of $4 million related to the net book value of damaged assets, demolition costs of $7 million, and operating costs of $21 million.

The following table shows the net pre-tax impact on the statements of operations for insurance recoveries from Hurricane Katrina and the Monte Carlo fire:

	Year Ended December 31,
	2009		2008		2007
	(In thousands)
Reduction of general and administrative expenses:
Hurricane Katrina	$	—	$	—	$	66,748
Monte Carlo fire		15,115		9,146		—
	$	15,115	$	9,146	$	66,748
Reduction of property transactions, net:
Hurricane Katrina	$	—	$	—	$	217,290
Monte Carlo fire		7,186		9,639		—
	$	7,186	$	9,639	$	217,290

The following table shows the cash flow statement impact of insurance proceeds from Hurricane Katrina and the Monte Carlo fire:

	Year Ended December 31,
	2009		2008		2007
	(In thousands)
Cash flows from operating activities:
Hurricane Katrina	$	—	$	—	$	72,711
Monte Carlo fire		16,391		28,891		—
	$	16,391	$	28,891	$	72,711
Cash flows from investing activities:
Hurricane Katrina	$	—	$	—	$	207,289
Monte Carlo fire		7,186		21,109		—
	$	7,186	$	21,109	$	207,289

Fair value measurements.  Fair value measurements affect the Company’s accounting and impairment assessments of its long-lived assets, goodwill, and other intangibles as discussed further in relevant sections below. Fair value measurements also affect the Company’s accounting for certain of its financial assets and liabilities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy

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that includes: “Level 1” inputs, such as quoted prices in an active market; “Level 2” inputs, which are observable inputs for similar assets; or “Level 3” inputs, which are unobservable inputs.

The Company used fair value measurements in its accounting for investment in The M Resort LLC 6% convertible note maturing June 2015 and embedded call option (the “M Resort Note”). The fair value of the convertible note was previously measured using “Level 2” inputs. As of June 30, 2009, the fair value of the convertible note and embedded call option were measured using “Level 3” inputs. See below under “Investment in The M Resort LLC convertible note” for further discussion of the valuation of the M Resort Note.

The Company uses fair value measurements when assessing impairment of its investments in unconsolidated affiliates. The Company estimates such fair value using a discounted cash flow analysis utilizing “Level 3” inputs, including market indicators of discount rates and terminal year capitalization rates — see Note 8 for further discussion.

At December 31, 2009, the fair value of the Company’s carrying value of its Renaissance Pointe land holdings were measured using “Level 2” and “Level 3” inputs. See below under “Property and Equipment” for further discussion of the Renaissance Pointe impairment.

During 2008, the Company used “Level 2” inputs to evaluate the fair value of its Primm Valley Golf Club “PVGC.” See below under “Property and Equipment” for further discussion of the PVGC impairment.

Cash and cash equivalents.  Cash and cash equivalents include investments and interest bearing instruments with maturities of three months or less at the date of acquisition. Such investments are carried at cost, which approximates market value. Book overdraft balances resulting from the Company’s cash management program are recorded as accounts payable, construction payable, or other accrued liabilities, as applicable.

Accounts receivable and credit risk.  Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. The Company issues markers to approved casino customers following background checks and investigations of creditworthiness. At December 31, 2009, a substantial portion of the Company’s receivables were due from customers residing in foreign countries. Business or economic conditions or other significant events in these countries could affect the collectibility of such receivables.

Accounts receivable are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their net carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts as well as historical collection experience and current economic and business conditions. Management believes that as of December 31, 2009, no significant concentrations of credit risk existed for which an allowance had not already been recorded.

Inventories.  Inventories consist of food and beverage, retail merchandise and operating supplies, and are stated at the lower of cost or market. Cost is determined primarily by the average cost method for food and beverage and supplies and the retail inventory or specific identification methods for retail merchandise.

Property and equipment.  Property and equipment are stated at cost. Gains or losses on dispositions of property and equipment are included in the determination of income. Maintenance costs are expensed as incurred. Property and equipment are generally depreciated over the following estimated useful lives on a straight-line basis:

Buildings and improvements	30 to 45 years
Land improvements	10 to 20 years
Furniture and fixtures	3 to 10 years
Equipment	3 to 20 years

The Company evaluates its property and equipment and other long-lived assets for impairment based on its classification as a) held for sale or b) to be held and used. Several criteria must be met before an asset is classified as held for sale, including that management with the appropriate authority commits to a plan to sell the asset at a reasonable price in relation to its fair value and is actively seeking a buyer. For assets held for sale, the Company recognizes the asset at the lower of carrying value or fair market value less costs to sell, as estimated based on

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comparable asset sales, offers received, or a discounted cash flow model. For assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. The Company then compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs. All recognized impairment losses, whether for assets held for sale or assets to be held and used, are recorded as operating expenses.

The Company reviewed the carrying value of its Renaissance Pointe land holdings for impairment at December 31, 2009 as management did not intend to pursue its MGM Grand Atlantic City project for the foreseeable future. The Company’s Renaissance Pointe land holdings include a 72-acre development site and 10 acres of land subject to a long-term lease with the Borgata joint venture. The fair value of the development land was determined based on a market approach and the fair value of land subject to the long-term lease with Borgata was determined using a discounted cash flow analysis using expected contractual cash flows under the lease discounted at a market capitalization rate. As a result, the Company recorded a non-cash impairment charge of $548 million in the 2009 fourth quarter which was included in “Property transactions, net” related to its land holdings on Renaissance Pointe and capitalized development costs.

During 2008, the Company concluded that the Primm Valley Golf Club (“PVGC”) should be reviewed for impairment due to its recent operating losses and the Company’s expectation that such operating losses will continue. The estimated future undiscounted cash flows of PVGC did not exceed its carrying value. The Company determined the estimated fair value of PVGC to be approximately $14 million based on the comparable sales approach. The carrying value of PVGC exceeds its estimated fair value and as a result, the Company recorded an impairment charge of $30 million which is included in “Property transactions, net” for the year ended December 31, 2008.

Capitalized interest.  The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. When no debt is incurred specifically for a project, interest is capitalized on amounts expended on the project using the weighted-average cost of the Company’s outstanding borrowings. Capitalization of interest ceases when the project is substantially complete or development activity is suspended for more than a brief period.

Investment in The M Resort LLC convertible note.  In June 2007, the Company purchased a $160 million convertible note issued by The M Resort LLC, which developed and currently operates a casino resort on Las Vegas Boulevard, 10 miles south of Bellagio. The convertible note matures in June 2015, contains certain optional and mandatory redemption provisions, and is convertible into a 50% equity interest in The M Resort LLC. The convertible note earns interest at 6% which may be paid in cash or accrued “in kind” for the first five years; thereafter interest must be paid in cash. There are no scheduled principal payments before maturity.

The convertible note was accounted for as a hybrid financial instrument consisting of a host debt instrument and an embedded call option on The M Resort LLC’s equity. The debt component was accounted for separately as an available-for-sale marketable security, with changes in value recorded in other comprehensive income. The call option was treated as a derivative with changes in value recorded in earnings. The initial value of the call option was $0 and the initial value of the debt was $155 million, with the discount accreted to earnings over the term of the note. The fair value of the call option was $0 at December 31, 2008 and 2007. At June 30, 2009, the Company determined that the fair value of the M Resort Note was $0, that the decline in value was “other-than-temporary,” and that the entire amount of the indicated impairment related to a credit loss. The conclusion that the decline in value was “other-than-temporary” was based on the Company’s assessment of actual results since the opening of the M Resort and M Resort’s management’s revised cash flow projections since its opening, which are significantly lower than original predictions due to market and general economic conditions. Based on the conclusions above, the Company recorded a pre-tax impairment charge of $176 million — the accreted value as of May 31, 2009 — in the second quarter of 2009 within “Other non-operating expense.” Of that amount, $82 million was reclassified from accumulated other comprehensive loss, which amount was $54 million net of tax. The Company stopped recording accrued “paid-in-kind” interest as of May 31, 2009.

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Investments in and advances to unconsolidated affiliates.  The Company has investments in unconsolidated affiliates accounted for under the equity method. Under the equity method, carrying value is adjusted for the Company’s share of the investees’ earnings and losses, as well as capital contributions to and distributions from these companies.

The Company evaluates its investments in unconsolidated affiliates for impairment when events or changes in circumstances indicate that the carrying value of such investment may have experienced an “other-than-temporary” decline in value. If such conditions exist, the Company compares the estimated fair value of the investment to its carrying value to determine if an impairment is indicated and determines whether such impairment is “other-than-temporary” based on its assessment of all relevant factors. Estimated fair value is determined using a discounted cash flow analysis based on estimated future results of the investee and market indicators of terminal year capitalization rates. See Note 8 for results of the Company’s review of its investment in certain of its unconsolidated affiliates.

Goodwill and other intangible assets.  Goodwill represents the excess of purchase price over fair market value of net assets acquired in business combinations. Goodwill and indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment tests in the fourth quarter of each fiscal year. No impairments were indicated as a result of the annual impairment review for goodwill and indefinite-lived intangible assets in 2009 and 2007. See Note 9 for results of the Company’s 2008 annual impairment tests.

Goodwill for relevant reporting units is tested for impairment using a discounted cash flow analysis based on the estimated future results of the Company’s reporting units discounted using the Company’s weighted average cost of capital and market indicators of terminal year capitalization rates. The implied fair value of a reporting unit’s goodwill is compared to the carrying value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to its assets and liabilities and the amount remaining, if any, is the implied fair value of goodwill. If the implied fair value of the goodwill is less than its carrying value then it must be written down to its implied fair value. License rights are tested for impairment using a discounted cash flow approach, and trademarks are tested for impairment using the relief-from-royalty method. If the fair value of an indefinite-lived intangible asset is less than its carrying amount, an impairment loss must be recognized equal to the difference.

Revenue recognition and promotional allowances.  Casino revenue is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs (“casino front money”) and for chips in the customers’ possession (“outstanding chip liability”). Hotel, food and beverage, entertainment and other operating revenues are recognized as services are performed. Advance deposits on rooms and advance ticket sales are recorded as accrued liabilities until services are provided to the customer.

Gaming revenues are recognized net of certain sales incentives, including discounts and points earned in point-loyalty programs. The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenue and then deducted as promotional allowances. The estimated cost of providing such promotional allowances is primarily included in casino expenses as follows:

	Year Ended December 31,
	2009		2008		2007
	(In thousands)
Rooms	$	105,821	$	91,292	$	96,183
Food and beverage		261,647		288,522		303,900
Other		32,450		30,742		33,457
	$	399,918	$	410,556	$	433,540

Reimbursed expenses.  The Company recognizes costs reimbursed pursuant to management services as revenue in the period it incurs the costs. Reimbursed costs related mainly to the Company’s management of CityCenter and totaled $99 million for 2009, $47 million for 2008, and $5 million for 2007.

Point loyalty programs.  The Company’s primary point-loyalty program, in operation at its wholly-owned major resorts and Aria, is Players Club. In Players Club, customers earn points based on their slots play, which can

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be redeemed for cash or free play at any of the Company’s participating resorts. The Company records a liability based on the points earned times the redemption value and records a corresponding reduction in casino revenue. The expiration of unused points results in a reduction of the liability. Customers’ overall level of table games and slots play is also tracked and used by management in awarding discretionary complimentaries — free rooms, food and beverage and other services — for which no accrual is recorded. Other loyalty programs at the Company’s resorts generally operate in a similar manner, though they generally are available only to customers at the individual resorts. At December 31, 2009 and 2008, the total company-wide liability for point-loyalty programs was $47 million and $52 million, respectively, including amounts classified as liabilities related to assets held for sale.

Advertising.  The Company expenses advertising costs the first time the advertising takes place. Advertising expense of continuing operations, which is generally included in general and administrative expenses, was $118 million, $122 million and $141 million for 2009, 2008 and 2007, respectively.

Corporate expense.  Corporate expense represents unallocated payroll and aircraft costs, professional fees and various other expenses not directly related to the Company’s casino resort operations. In addition, corporate expense includes the costs associated with the Company’s evaluation and pursuit of new business opportunities, which are expensed as incurred until development of a specific project has become probable.

Preopening and start-up expenses.  Preopening and start-up costs, including organizational costs, are expensed as incurred. Costs classified as preopening and start-up expenses include payroll, outside services, advertising, and other expenses related to new or start-up operations and new customer initiatives.

Property transactions, net.  The Company classifies transactions such as write-downs and impairments, demolition costs, and normal gains and losses on the sale of assets as “Property transactions, net.” See Note 17 for a detailed discussion of these amounts.

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

	Year Ended December 31,
	2009		2008		2007
	(In thousands)
Weighted-average common shares outstanding used in the calculation of basic earnings per share		378,513		279,815		286,809
Potential dilution from stock options, stock appreciation rights and restricted stock		—		—		11,475
Weighted-average common and common equivalent shares used in the calculation of diluted earnings per share		378,513		279,815		298,284

The Company had a loss from continuing operations in 2009 and 2008. Therefore, approximately 29 million and 26 million shares, respectively underlying outstanding stock-based awards were excluded from the computation of diluted earnings per share because inclusion would be anti-dilutive. In 2007 shares underlying outstanding stock-based awards excluded from the diluted share calculation were not material.

Currency translation.  The Company translates the financial statements of foreign subsidiaries which are not denominated in US dollars. Balance sheet accounts are translated at the exchange rate in effect at each balance sheet date. Income statement accounts are translated at the average rate of exchange prevailing during the period. Translation adjustments resulting from this process are charged or credited to other comprehensive income.

Comprehensive income.  Comprehensive income includes net income (loss) and all other non-stockholder changes in equity, or other comprehensive income. Elements of the Company’s other comprehensive income are

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reported in the accompanying consolidated statements of stockholders’ equity, and the cumulative balance of these elements consisted of the following:

	At December 31,
	2009			2008
	(In thousands)
Other comprehensive income from unconsolidated affiliates	$	165		$	—
Valuation adjustment to M Resort convertible note, net of taxes		—			(54,267	)
Currency translation adjustments		(2,102	)		(2,634	)
	$	(1,937	)	$	(56,901	)

Recently Issued Accounting Standards.  The Company adopted various accounting standards during 2009, none of which had a material effect on its consolidated financial statements. In addition, certain amendments to Accounting Standards Codification (“ASC”) Topic 810 “Consolidation” become effective for the Company beginning January 1, 2010. Such amendments include changes to the quantitative approach to determine the primary beneficiary of a variable interest entity (“VIE”). An enterprise must determine if its variable interest or interests give it a controlling financial interest in a VIE by evaluating whether 1) the enterprise has the power to direct activities of the VIE that have a significant effect on economic performance, and 2) the enterprise has an obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. ASC 810 also requires ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE. The adoption of these amendments did not have a material effect on the Company’s consolidated financial statements.

NOTE 4 — ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

On March 20, 2009, the Company closed the sale of the Treasure Island casino resort (“TI”) to Ruffin Acquisition, LLC for net proceeds to the Company of approximately $746 million. At closing, the Company received $600 million in cash proceeds and a $175 million secured note bearing interest at 10% payable not later than 36 months after closing. Ruffin Acquisition, LLC exercised its option, provided for by an amendment to the purchase agreement, to prepay the note on or before April 30, 2009 and received a $20 million discount on the purchase price. In connection with the sale of TI, including the transfer of all of the membership interest in TI, TI was released as a guarantor of the outstanding indebtedness of the Company and its subsidiaries. The Company recognized a pre-tax gain of $187 million on the sale, which is included within “Property transactions, net.”

The assets and liabilities of TI are classified as held for sale as of December 31, 2008. However, the results of its operations have not been classified as discontinued operations because the Company expects to continue to receive significant cash flows from customer migration. The following table summarizes the assets held for sale and

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liabilities related to assets held for sale in the accompanying consolidated balance sheets for the year ended December 31, 2008:

	December 31,
	2008
	(In thousands)
Cash	$	14,154
Accounts receivable, net		9,962
Inventories		3,069
Prepaid expenses and other		3,459
Total current assets		30,644
Property and equipment, net		494,807
Goodwill		7,781
Other assets, net		5,743
Total assets		538,975
Accounts payable		4,162
Other current liabilities		26,111
Total current liabilities		30,273
Other long-term obligations		—
Total liabilities		30,273
Net assets	$	508,702

In April 2007, the Company completed the sale of Buffalo Bill’s, Primm Valley, and Whiskey Pete’s casino resorts (the “Primm Valley Resorts”), not including the Primm Valley Golf Club, with net proceeds to the Company of approximately $398 million. In June 2007, the Company completed the sale of the Colorado Belle and Edgewater in Laughlin (the “Laughlin Properties”), with net proceeds to the Company of approximately $199 million.

The sale of the Primm Valley Resorts in April 2007 resulted in a pre-tax gain of $202 million and the sale of the Laughlin Properties in June 2007 resulted in a pre-tax gain of $64 million. The results of the Laughlin Properties and Primm Valley Resorts are classified as discontinued operations in the accompanying consolidated statements of operations for the year ended 2007. In 2007, net revenues from discontinued operations were $129 million and interest allocated to discontinued operations based on the ratio of net assets of discontinued operations to total consolidated net assets and debt of the Company was approximately $6 million. The cash flows of discontinued operations are included with the cash flows of continuing operations in the accompanying consolidated statements of cash flows.

NOTE 5 — CITYCENTER TRANSACTION

In August 2007, the Company and Dubai World agreed to form a 50/50 joint venture for the CityCenter development. The joint venture, CityCenter Holdings, LLC, is owned equally by the Company and Infinity World. In November 2007 the Company contributed the CityCenter assets which the parties valued at $5.4 billion, subject to certain adjustments. Infinity World contributed $2.96 billion in cash. At the close of the transaction, the Company received a cash distribution of $2.47 billion, of which $22 million was repaid in 2008 to CityCenter as a result of a post-closing adjustment.

The initial contribution of the CityCenter assets was accounted for as a partial sale of real estate. As a partial sale, profit can be recognized when a seller retains an equity interest in the assets, but only to the extent of the outside equity interests, and only if the following criteria are met: 1) the buyer is independent of the seller; 2) collection of the sales price is reasonably assured; and 3) the seller will not be required to support the operations of the property to an extent greater than its proportionate retained interest.

The transaction met criteria 1 and 3, despite the Company’s equity interest and ongoing management of the project, because the Company does not control the venture and the management and other agreements between the Company and CityCenter have been assessed as being fair market value contracts. In addition, the Company assessed whether it had a prohibited form of continuing involvement based on the presence of certain contingent repurchase options, including an option to purchase Infinity World’s interest if Infinity World or Dubai World is

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denied required gaming approvals. The Company assessed the probability of such contingency as remote and, therefore, determined that a prohibited form of continuing involvement does not exist.

As described above, the Company did not receive the entire amount of the sales price, as a portion remained in the venture to fund near-term construction costs. Therefore, the Company believes that a portion of the gain does not meet criteria 2 above and has been deferred. The Company recorded a gain of $1.03 billion based on the following (in millions):

Cash received:
Initial distribution	$	2,468
Post-closing adjustment		(22	)
Net cash received		2,446
Less: 50% of carrying value of assets contributed		(1,387	)
Less: Liabilities resulting from the transaction		(29	)
	$	1,030

The Company is accounting for its ongoing investment in CityCenter using the equity method, consistent with its other investments in unconsolidated affiliates. The Company determined that CityCenter is not a variable interest entity, based on the following: 1) CityCenter does not meet the scope exceptions for assessment as a variable interest entity; 2) the equity at risk in CityCenter is sufficient, based on qualitative assessments; 3) the equity holders of CityCenter (the Company and Infinity World) have the ability to control CityCenter and the right/obligation to receive/absorb expected returns/losses of CityCenter; and 4) while the Company’s 50% voting rights in CityCenter may not be proportionate to its rights/obligations to receive/absorb expected returns/losses given the fact that the Company manages CityCenter, substantially all of the activities of CityCenter do not involve and are not conducted on behalf of the Company.

NOTE 6 — ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following:

	At December 31,
	2009			2008
	(In thousands)
Casino	$	261,025		$	243,600
Hotel		117,390			112,985
Other		87,165			46,437
		465,580			403,022
Less: Allowance for doubtful accounts		(97,106	)		(99,606	)
	$	368,474		$	303,416

NOTE 7 — PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

	At December 31,
	2009			2008
	(In thousands)
Land	$	7,121,002		$	7,449,254
Buildings, building improvements and land improvements		8,428,766			8,806,135
Furniture, fixtures and equipment		3,814,597			3,435,886
Construction in progress		66,902			407,440
		19,431,267			20,098,715
Less: Accumulated depreciation and amortization		(4,361,315	)		(3,809,561	)
	$	15,069,952		$	16,289,154

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NOTE 8 — INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

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

	At December 31,
	2009		2008
	(In thousands)
CityCenter Holdings, LLC — CityCenter (50)%	$	2,546,099	$	3,581,188
Marina District Development Company — Borgata (50)%		466,774		474,171
Elgin Riverboat Resort-Riverboat Casino — Grand Victoria (50)%		296,248		296,746
MGM Grand Paradise Limited — Macau (50)%		258,465		252,060
Circus and Eldorado Joint Venture — Silver Legacy (50)%		28,345		27,912
Other		15,868		10,788
	$	3,611,799	$	4,642,865

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

	Year Ended December 31,
	2009			2008			2007
	(In thousands)
Income (loss) from unconsolidated affiliates	$	(88,227	)	$	96,271		$	222,162
Preopening and start-up expenses		(52,824	)		(20,960	)		(41,140	)
Non-operating items from unconsolidated affiliates		(47,127	)		(34,559	)		(18,805	)
	$	(188,178	)	$	40,752		$	162,217

Included in “Income (loss) from unconsolidated affiliates” for the year ended December 31, 2009 is the Company’s share of an impairment charge relating to CityCenter residential real estate under development (“REUD”). CityCenter was required to review its REUD for impairment as of September 30, 2009, mainly due to CityCenter’s September 2009 decision to discount the prices of its residential inventory by 30%. This decision and related market conditions led to CityCenter management’s conclusion that the carrying value of the REUD is not recoverable based on estimates of undiscounted cash flows. As a result, CityCenter was required to compare the fair value of its REUD to its carrying value and record an impairment charge for the shortfall. Fair value of the REUD was determined using a discounted cash flow analysis based on management’s current expectations of future cash flows. The key inputs in the discounted cash flow analysis included estimated sales prices of units currently under contract and new unit sales, the absorption rate over the sell-out period, and the discount rate. This analysis resulted in an impairment charge of approximately $348 million of the REUD. The Company recognized 50% of such impairment charge, adjusted by certain basis differences, resulting in a pre-tax charge of $203 million. Once the residential inventory is complete in the first quarter of 2010, CityCenter will be required to measure such inventory at the lower of a) its carrying value, or b) fair value less costs to sell. It is reasonably likely that the fair value less cost to sell of the residential inventory at completion will be below the inventory’s carrying value, and that the joint venture will be required to record an additional impairment charge at that time. The Company would record 50% of any such impairment, adjusted for certain basis differences.

During 2007, sales of units at The Signature at MGM Grand were completed and the joint venture essentially ceased sales operations. The Company recognized $93 million related to its share of profit from condominium sales, based on when sales were closed in 2007. During the fourth quarter of 2007, the Company purchased the remaining 88 units in Towers B and C from the joint venture for $39 million. These units have been recorded as property, plant and equipment in the accompanying consolidated balance sheets.

CityCenter.  In April 2009, the Company and Dubai World entered into an amended and restated joint venture agreement and CityCenter and its lenders entered into an amendment to the bank credit facility. These agreements provided funding for the completion of CityCenter. Under the revised agreements the Company provided an unlimited completion and cost overrun guarantee, secured by its interests in the assets of Circus Circus Las Vegas and certain adjacent undeveloped land — see Note 13 for further discussion. The credit facility agreement also allowed for the first $244 million of net residential sales proceeds to be used to fund project costs which would otherwise be funded under the new completion guarantee. In addition, the amended provisions of the joint venture agreement provide that the first $494 million of available distributions must be distributed on a priority

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basis to Infinity World, with the next $494 million of distributions made to the Company, and distributions shared equally thereafter.

As a result of the amendments to the joint venture agreement and the CityCenter credit facility, the Company concluded that it should reassess, as of June 30, 2009, whether CityCenter is a variable interest entity. The Company’s assessment confirmed its previous conclusion that CityCenter is not a variable interest entity and the equity method of accounting remains appropriate, as equity at risk is sufficient and the equity holders continue to control CityCenter and have the right/obligation to receive/absorb expected returns/losses of CityCenter. In addition, while the Company’s obligation to absorb expected losses is not proportionate to its 50% voting rights as a result of the changes to the completion guarantees, substantially all of the activities of CityCenter do not involve — and are not conducted on behalf of — the Company.

At September 30, 2009, the Company reviewed its CityCenter investment for impairment using revised operating forecasts developed by CityCenter management late in the third quarter. In addition, the impairment charge related to CityCenter’s residential real estate under development discussed below further indicated that the Company’s investment may have experienced an “other-than-temporary” decline in value. The Company’s discounted cash flow analysis for CityCenter included estimated future cash outflows for construction and maintenance expenditures and future cash inflows from operations, including residential sales. Based on its analysis, the Company determined that the carrying value of its investment exceeded its fair value and therefore an impairment was indicated. The Company intends to and believes it will be able to retain its investment in CityCenter; however, due to the extent of the shortfall and the Company’s assessment of the uncertainty of fully recovering its investment, the Company determined that the impairment was “other-than-temporary” and recorded an impairment charge of $956 million included in “Property transactions, net.”

Borgata.  In May 2009, the New Jersey Division of Gaming Enforcement (the “DGE”) issued a report which recommended to the New Jersey Casino Control Commission (the “New Jersey Commission”) that, among other things, the Company’s Macau joint venture partner be found to be unsuitable and the Company be directed to disengage from any business association with such Macau joint venture partner. The Company is currently involved in constructive settlement discussions with the DGE, which have centered on the Company placing our 50% ownership interest in the Borgata Hotel Casino & Spa and related leased land in Atlantic City into a divestiture trust (the “Trust”) for which the Company would be the sole economic beneficiary. Any settlement is subject to both DGE and the New Jersey Commission approval.

In February 2010, the Company entered into an amendment to its joint venture agreement with Boyd Gaming Corporation (“Boyd”) to permit the transfer of its 50% ownership interest into the Trust in connection with its potential settlement agreement with the DGE. The amendment also includes the following provisions that would become effective only upon the transfer of the joint venture interests into Trust: Boyd would receive a priority partnership distribution of approximately $31 million (equal to the excess prior capital contributions by Boyd) upon successful refinancing of the Borgata credit facility; in addition, Boyd would receive a payment from the Trust equal to the greater of $10 million or 3% of the proceeds from the sale of the Company’s 50% interest in Borgata.

If the Company reaches a settlement agreement with the DGE, it will discontinue the equity method of accounting for Borgata at the point the assets are placed in the Trust and will account for its rights under the trust arrangement under the cost method of accounting. Earnings and losses that relate to the investment that were previously accrued will remain as a part of the carrying amount of the investment. Distributions received by the Trust in subsequent periods that do not exceed the Company’s share of earnings will be recognized currently in earnings. However, distributions to the Trust in subsequent periods that exceed the Company’s share of earnings for such periods will be applied to reduce the carrying amount of the Company’s investment.

In addition, due to circumstances surrounding the Company’s negotiations with the DGE, the Company has reviewed the carrying value of its 50% investment in the Borgata joint venture at December 31, 2009. The Company did not record an impairment charge related to its investment in the Borgata.

Basis differences.  The Company’s investment in unconsolidated affiliates does not equal the venture-level equity due to various basis differences. Basis differences related to depreciable assets are being amortized based on

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the useful lives of the related assets and liabilities and basis differences related to non-depreciable assets are not being amortized. Differences between the Company’s venture-level equity and investment balances are as follows:

	At December 31,
	2009			2008
	(In thousands)
Venture-level equity	$	4,171,538		$	3,711,900
Fair value adjustments to investments acquired in business combinations(A)		332,701			321,814
Capitalized interest(B)		382,614			236,810
Adjustment to CityCenter equity upon contribution of net assets by MGM MIRAGE(C)		(605,513	)		(640,306	)
CityCenter delayed equity contribution and partial completion guarantee(D)		—			883,831
New completion guarantee(D)		150,000			—
Advances to CityCenter, net of discount(E)		323,990			323,950
Write-down of CityCenter investment		(954,862	)		—
Other adjustments(F)		(188,669	)		(195,134	)
	$	3,611,799		$	4,642,865

(A)	Includes: a $90 million increase for Borgata, related to land; a $267 million increase for Grand Victoria, related to indefinite-lived gaming license rights; and a $25 million reduction for Silver Legacy, related to long-term assets and long-term debt.
(B)	Relates to interest capitalized on the Company’s investment balance during the unconsolidated affiliates’ development and construction stages. Such amounts are being amortized over the life of the underlying assets.
(C)	Relates to land, other fixed assets, real estate under development, and other assets — see Note 5. Amount decreased from prior year primarily related to the write-down of REUD and certain intangible assets by the joint venture.
(D)	In 2008, the Company recorded increases to its investment and corresponding liabilities for its original partial completion guarantee and equity contributions, both as required under the CityCenter credit facility. These basis differences were resolved by payments made in 2009 and replacement of the original partial completion with the new completion guarantee entered into in 2009 — see Note 13.
(E)	The advances to CityCenter are recognized as long-term debt by CityCenter; however, since such advances were provided at below market rates, CityCenter recorded the advances at a discount with a corresponding equity contribution. This basis difference will be resolved when the advances are repaid and upon accretion of the discount.
(F)	Other adjustments include the deferred gain on the CityCenter transaction as discussed in Note 5. The deferred gain on the CityCenter transaction has been allocated to the underlying assets and will be amortized over the life of the underlying assets.

Joint venture financial information.  Summarized balance sheet information of the unconsolidated affiliates is as follows:

	At December 31,
	2009		2008
	(In thousands)
Current assets	$	807,343	$	555,615
Property and other assets, net		13,206,662		11,546,361
Current liabilities		1,508,056		945,412
Long-term debt and other liabilities		4,322,204		3,908,088
Equity		8,183,745		7,248,476

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Summarized results of operations of the unconsolidated affiliates are as follows:

	Year Ended December 31,
	2009			2008			2007
	(In thousands)
Net revenues	$	2,597,368		$	2,445,835		$	1,884,504
Operating expenses, except preopening expenses		(2,719,371	)		(2,258,033	)		(1,447,749	)
Preopening and start-up expenses		(105,504	)		(41,442	)		(79,879	)
Operating income (loss)		(227,507	)		146,360			356,876
Interest expense		(83,449	)		(81,878	)		(47,618	)
Other non-operating income (expense)		(36,861	)		(5,660	)		5,194
Net income (loss)	$	(347,817	)	$	58,822		$	314,452

NOTE 9 — GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and other intangible assets consisted of the following:

	At December 31,
	2009		2008
	(In thousands)
Goodwill:
Mirage Resorts acquisition (2000)	$	39,648	$	39,648
Mandalay Resort Group acquisition (2005)		45,510		45,510
Other		1,195		1,195
	$	86,353	$	86,353
Indefinite-lived intangible assets:
Detroit development rights	$	98,098	$	98,098
Trademarks, license rights and other		235,672		235,672
		333,770		333,770
Other intangible assets, net		10,483		13,439
	$	344,253	$	347,209

Changes in the recorded balances of goodwill are as follows:

	Year Ended December 31,
	2009		2008
	(In thousands)
Balance, beginning of year	$	86,353	$	1,262,922
Goodwill impairment charge		—		(1,168,088	)
Other		—		(8,481	)
Balance, end of the year	$	86,353	$	86,353

Goodwill related to the Mirage Resorts acquisition relates to Bellagio and The Mirage. The fair values of Bellagio and Mirage are substantially in excess of their carrying values including goodwill. Goodwill related to the Mandalay Resort Group acquisition was primarily assigned to Mandalay Bay, Luxor, Excalibur and Gold Strike Tunica. As a result of the Company’s annual impairment test of goodwill in the fourth quarter of 2008, the Company recognized a non-cash impairment charge of goodwill of $1.2 billion — included in “Property transactions, net.” Such charge solely related to goodwill recognized in the Mandalay acquisition and represents the Company’s total accumulated impairment losses related to goodwill since January 1, 2002 when the Company adopted new accounting rules for goodwill and intangible assets. Assumptions used in such analysis were affected by current market conditions including: 1) lower market valuation multiples for gaming assets; 2) higher discount rates resulting from turmoil in the credit and equity markets; and 3) current cash flow forecasts for the affected resorts. The remaining balance of the Mandalay acquisition goodwill primarily relates to goodwill assigned to Gold Strike Tunica. The fair value of Gold Strike Tunica is substantially in excess of its carrying value including goodwill.

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The Company’s indefinite-lived intangible assets balance of $334 million includes trademarks and trade names of $217 million related to the Mandalay acquisition. As a result of the Company’s annual impairment test in the fourth quarter of 2008 of indefinite-lived intangible assets, the Company recognized a non-cash impairment charge of $12 million — included in “Property transactions, net.” Such charge solely related to trade names recognized in the Mandalay acquisition. The fair value of the trade names was determined using the relief-from-royalty method and was negatively affected by the factors discussed above relating to the impairment of goodwill. The Company’s indefinite-lived intangible assets consist primarily of development rights in Detroit and trademarks.

The Company’s remaining finite — lived intangible assets consist primarily of customer lists amortized over five years, lease acquisition costs amortized over the life of the related leases, and certain license rights amortized over their contractual life.

NOTE 10 — OTHER ACCRUED LIABILITIES

Other accrued liabilities consisted of the following:

	At December 31,
	2009		2008
	(In thousands)
Payroll and related	$	267,795	$	251,750
Advance deposits and ticket sales		104,911		105,809
Casino outstanding chip liability		83,957		96,365
Casino front money deposits		80,944		74,165
Other gaming related accruals		80,170		82,827
Taxes, other than income taxes		60,917		59,948
Delayed equity contribution to CityCenter		—		700,224
CityCenter completion guarantee		150,000		—
Other		95,007		178,208
	$	923,701	$	1,549,296

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NOTE 11 — LONG-TERM DEBT

Long-term debt consisted of the following:

	At December 31,
	2009			2008
	(In thousands)
Senior credit facility	$	5,511,843		$	5,710,000
$226.3 million 6.5% senior notes, due 2009, net		—			226,720
$57.4 million 6% senior notes, due 2009, net		—			820,894
$297.0 million 9.375% senior subordinated notes, due 2010, net		298,135			305,893
$782 million 8.5% senior notes, due 2010, net		781,689			781,223
$400 million 8.375% senior subordinated notes, due 2011		400,000			400,000
$128.7 million 6.375% senior notes, due 2011, net		129,156			129,399
$544.7 million 6.75% senior notes, due 2012		544,650			544,650
$484.2 million 6.75% senior notes due 2013		484,226			484,226
$150 million 7.625% senior subordinated debentures, due 2013, net		153,190			153,960
$750 million 13% senior secured notes due 2013, net		707,144			699,440
$508.9 million 5.875% senior notes, due 2014, net		507,613			507,304
$650 million 10.375% senior secured notes, due 2014, net		633,463			—
$875 million 6.625% senior notes, due 2015, net		878,253			878,728
$242.9 million 6.875% senior notes due 2016		242,900			242,900
$732.7 million 7.5% senior notes due 2016		732,749			732,749
$100 million 7.25% senior debentures, due 2017, net		—			85,537
$743 million 7.625% senior notes due 2017		743,000			743,000
$850 million 11.125% senior secured notes, due 2017, net		828,438			—
$475 million 11.375% senior notes, due 2018, net		462,906			—
Floating rate convertible senior debentures due 2033		8,472			8,472
$0.5 million 7% debentures due 2036, net		573			573
$4.3 million 6.7% debentures, due 2096		4,265			4,265
Other notes		3,196			4,233
		14,055,861			13,464,166
Less: Current portion		(1,079,824	)		(1,047,614	)
	$	12,976,037		$	12,416,552

At December 31, 2009, outstanding senior notes due within one year of the balance sheet date were classified as current obligations as the Company’s senior credit facility was fully drawn at year end. Immediately following year end, the Company repaid $1.6 billion of its senior credit facility. The senior credit facility had a total capacity of $5.5 billion consisting of a term loan facility of $2.1 billion and a revolving credit facility of $3.4 billion as of December 31, 2009. The weighted average interest rate on outstanding borrowings under the senior credit facility at December 31, 2009 and December 31, 2008 was 6% and 3.4%, respectively. As discussed in Note 2, the Company entered into an amendment to its senior credit facility on February 25, 2010.

Interest expense, net consisted of the following:

	Year Ended December 31,
	2009			2008			2007
	(In thousands)
Total interest incurred	$	1,028,673		$	795,049		$	930,138
Interest capitalized		(253,242	)		(185,763	)		(215,951	)
Interest allocated to discontinued operations		—			—			(5,844	)
	$	775,431		$	609,286		$	708,343

In conjunction with its May 2009 credit facility amendment, the Company permanently repaid $826 million of credit facility borrowings, and $400 million of previous repayments under separate amendments were treated as permanent reductions. In addition, the Company granted the lenders a security interest in the assets of Gold Strike Tunica and certain undeveloped land on the Las Vegas Strip to secure up to $300 million of obligations under the

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credit facility, and MGM Grand Detroit, which is a co-borrower under the credit facility, granted lenders a security interest in its assets to secure its obligations under the credit facility. For the year ended December 31, 2009, the Company recorded a loss on early retirement of debt of $23 million related to amendments to its senior credit facility recorded within “Other, net.”

In May 2009, the Company issued $650 million of 10.375% senior secured notes due 2014 and $850 million of 11.125% senior secured notes due 2017 for net proceeds to the Company of approximately $1.4 billion. The notes are secured by the equity interests and substantially all of the assets of Bellagio and The Mirage, and otherwise rank equally with the Company’s existing and future senior indebtedness. Upon the issuance of such notes, the holders of the Company’s 13% senior secured notes due 2013 obtained an equal and ratable lien in all collateral securing these notes. The Company’s 13% senior secured notes due 2013 are secured by the equity interests and assets of New York-New York and otherwise rank equally with the Company’s existing and future senior indebtedness.

The Company’s senior credit facility limits the Company’s ability to sell assets and requires that (i) 50% of the net proceeds from certain future asset sales must be used to permanently reduce available borrowings under the senior credit facility and (ii) if MGM Grand Detroit is sold, the permanent reduction of available borrowings will not be less than $600 million. Also, under the indentures governing the Company’s senior secured notes, upon consummation of a non-collateral asset sale the Company is required to use the after-tax proceeds to 1) make an investment, an acquisition, or capital expenditures; 2) permanently repay indebtedness that ranks equally in right of payment with the secured notes; or 3) make an offer to repurchase a corresponding amount of senior secured notes at par plus accrued interest. The secured note indentures also require that 75% of the consideration received for non-collateral asset sales must be in the form of cash or cash equivalents. For such purposes, any indebtedness of the Company validly released in writing in exchange for assets of the Company and any securities, notes or similar obligations converted by the Company into cash within 180 days will be deemed cash.

In June 2009, the Company redeemed the $100 million 7.25% senior debentures at a cost of $127 million. Also, in June 2009, the Company redeemed, essentially at par, $762.6 million of its 6.0% senior notes due October 2009 and $122.3 million of its 6.5% senior notes due July 2009 as a result of a tender offer process. In October 2009 the Company repaid the remaining $57.4 million of its 6.0% senior notes at maturity. The Company recorded a loss on early retirement of debt of $38 million related to these transactions recorded within “Other, net.”

In September 2009, the Company issued $475 million of 11.375% senior notes due 2018 for net proceeds to the Company of $451 million which were used to pay down amounts outstanding under the senior credit facility, including a permanent reduction of $226 million as required by the senior credit facility.

During 2008, the Company executed the following transactions related to its senior notes and senior secured notes:

•  Issued $750 million in aggregate principal amount of 13% senior secured notes due 2013, at a discount to yield 15% with net proceeds to the Company of $687 million;

•  Redeemed $149.4 million of the aggregate outstanding principal amount of its 7% debentures due 2036 pursuant to a one-time put option by the holders of such debentures;

•  Repurchased $345 million of principal amounts of various series of its outstanding senior notes at a purchase price of $263 million in open market repurchases under a plan authorized by the Company’s Board of Directors; and

•  Repaid the $180.4 million of 6.75% senior notes and the $196.2 million of 9.5% senior notes at maturity using borrowings under the senior credit facility.

The Company recognized a $6 million gain on the redemption of its 7% debentures and an $82 million gain on the senior note repurchases, included within “Other, net.”

The credit facility amendment in May 2009 eliminated the Company’s requirement to maintain a maximum leverage and interest charge ratio, and permanently waived any previous non-compliance with such ratio tests. At December 31, 2009, the Company was required to maintain a minimum trailing annual EBITDA (as defined) of $900 million. Additionally, the Company was limited to $250 million of annual capital expenditures (as defined)

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during 2009. At December 31, 2009, the Company was in compliance with the minimum EBITDA and maximum capital expenditures covenants.

The Company and each of its material subsidiaries, excluding MGM Grand Detroit, LLC and the Company’s foreign subsidiaries, are directly liable for or unconditionally guarantee the senior credit facility, senior notes, senior debentures, and senior subordinated notes. MGM Grand Detroit, LLC is a guarantor under the senior credit facility, but only to the extent that MGM Grand Detroit, LLC borrows under such facilities. At December 31, 2009, the outstanding amount of borrowings related to MGM Grand Detroit, LLC was $450 million. See Note 19 for consolidating condensed financial information of the subsidiary guarantors and non-guarantors.

Maturities of the Company’s long-term debt as of December 31, 2009 are as follows:

	(In thousands)
Years ending December 31, 2010	$	1,080,291
2011		6,041,859
2012		545,175
2013		1,384,226
2014		1,158,900
Thereafter		3,931,939
		14,142,390
Debt premiums and discounts, net		(86,529	)
	$	14,055,861

The estimated fair value of the Company’s long-term debt at December 31, 2009 was approximately $12.9 billion, versus its book value of $14.1 billion. At December 31, 2008, the estimated fair value of the Company’s long-term debt was approximately $8.5 billion, versus its book value of $13.5 billion. The estimated fair value of the Company’s senior and senior subordinated notes was based on quoted market prices on or about December 31, 2009 and 2008; the fair value of the Company’s senior credit facility is determined using estimates based on recent trading prices.

NOTE 12 — INCOME TAXES

The Company recognizes deferred income tax assets, net of applicable reserves, related to net operating loss 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.

Income (loss) from continuing operations before income tax includes a loss from foreign subsidiaries of $7 million in 2009. Income (loss) from foreign subsidiaries in 2008 and 2007 was not material.

The income tax (benefit) provision attributable to continuing operations and discontinued operations is as follows:

	Year Ended December 31,
	2009			2008		2007
	(In thousands)
Continuing operations	$	(720,911	)	$	186,298	$	757,883
Discontinued operations		—			—		92,400
	$	(720,911	)	$	186,298	$	850,283

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The income tax provision (benefit) attributable to income or loss from continuing operations before income taxes is as follows:

	Year Ended December 31,
	2009			2008			2007
	(In thousands)
Current — federal	$	(391,281	)	$	186,051		$	729,249
Deferred — federal		(280,603	)		(14,537	)		16,921
Other noncurrent — federal		7,891			8,627			6,326
Provision (benefit) for federal income taxes		(663,993	)		180,141			752,496
Current — state		1,105			8,608			2,493
Deferred — state		(59,217	)		(651	)		728
Other noncurrent — state		1,125			(1,800	)		2,166
Provision (benefit) for state income taxes		(56,987	)		6,157			5,387
Current — foreign		69			—			—
Deferred — foreign		—			—			—
Provision for foreign income taxes		69			—			—
	$	(720,911	)	$	186,298		$	757,883

A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate is as follows:

	Year Ended December 31,
	2009			2008			2007
Federal income tax statutory rate		(35.0	)%		(35.0	)%		35.0	%
State income tax (net of federal benefit)		(1.9	)		0.8			0.1
Goodwill write-down		—			61.1			—
Reversal of reserves for prior tax years		—			—			(0.2	)
Foreign jurisdiction losses		0.4			1.0			2.0
Domestic Production Activity deduction		—			—			(1.8	)
Tax credits		(0.2	)		(1.0	)		(0.3	)
Permanent and other items		0.9			0.9			0.3
		(35.8	)%		27.8	%		35.1	%

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The major tax-effected components of the Company’s net deferred tax liability are as follows:

	At December 31,
	2009			2008
	(In thousands)
Deferred tax assets — federal and state
Bad debt reserve	$	44,817		$	41,452
Deferred compensation		13,967			35,978
Net operating loss carryforward		5,336			1,204
Preopening and start-up costs		4,553			4,928
Accruals, reserves and other		39,221			74,916
Investments in unconsolidated affiliates		231,180			—
Stock-based compensation		49,910			50,677
Tax credits		2,491			2,491
		391,475			211,646
Less: Valuation allowance		(4,349	)		(4,197	)
	$	387,126		$	207,449
Deferred tax liabilities — federal and state
Property and equipment	$	(3,044,694	)	$	(3,386,798	)
Long-term debt		(235,372	)		(6,500	)
Investments in unconsolidated affiliates		—			(91,220	)
Intangibles		(99,876	)		(100,976	)
		(3,379,942	)		(3,585,494	)
Deferred taxes — foreign		—			2,034
Less: Valuation allowance		—			(2,034	)
		—			—
Net deferred tax liability	$	(2,992,816	)	$	(3,378,045	)

For federal income tax purposes, the Company generated a net operating loss of $1.1 billion in 2009 and general business tax credits of $7 million in 2009 both of which it will carry back to and fully utilize in prior tax years. Consequently, the Company has recorded the tax effect of these items in “Income tax receivable” at December 31, 2009. The Company has a charitable contribution carryforward of $3 million and a foreign tax credit carryforward of $2 million that will expire if not utilized by 2014 and 2015, respectively.

For state income tax purposes, the Company has Illinois and Michigan net operating loss carryforwards of $21 million and $76 million, respectively, which equates to deferred tax assets, after federal tax effect, of $1 million and $3 million, respectively. The Illinois and Michigan net operating loss carryforwards will expire if not utilized by 2021 and 2019, respectively. The Company has New Jersey net operating loss carryforwards of $23 million, which equates to a deferred tax asset of $1 million, after federal tax effect, and before valuation allowance. The New Jersey net operating loss carryforwards will expire if not utilized by various dates from 2010 through 2029.

At December 31, 2009, there is a $2 million valuation allowance, after federal effect, provided on certain New Jersey state net operating loss carryforwards and other New Jersey state deferred tax assets and a valuation allowance of $2 million on the foreign tax credit because management believes these assets do not meet the “more likely than not” criteria for recognition. Management believes all other deferred tax assets are more likely than not to be realized because of the future reversal of existing taxable temporary differences and expected future taxable income. Accordingly, there are no other valuation allowances provided at December 31, 2009.

The Company assesses its tax position using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50 percent likely of

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being realized. Uncertain tax positions must be reviewed at each balance sheet date. Liabilities recorded as a result of this analysis must generally be recorded separately from any current or deferred income tax accounts, and at December 31, 2009, the Company has classified $5 million as current in “Other accrued liabilities” and $181 million as long-term in “Other long-term obligations,” based on the time until expected payment.

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows (in thousands):

	Year Ended December 31,
	2009			2008			2007
Gross unrecognized tax benefits at January 1	$	102,783		$	77,328		$	105,139
Gross increases — Prior period tax positions		13,890			25,391			14,423
Gross decreases — Prior period tax positions		(10,372	)		(12,467	)		(47,690	)
Gross increases — Current period tax positions		60,286			13,058			13,220
Settlements with taxing authorities		(5,210	)		(527	)		(7,162	)
Lapse in statutes of limitations		—			—			(602	)
Gross unrecognized tax benefits at December 31	$	161,377		$	102,783		$	77,328

The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $34 million and $29 million at December 31, 2009 and December 31, 2008, respectively.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company had $24 million and $17 million in interest related to unrecognized tax benefits accrued as of December 31, 2009 and December 31, 2008, respectively. No amounts were accrued for penalties as of either date. Income tax expense for the years ended December 31, 2009, 2008, and 2007 includes interest related to unrecognized tax benefits of $8 million, $6 million, and $7 million, respectively.

The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and foreign jurisdictions, although the taxes paid in foreign jurisdictions are not material. As of December 31, 2009, the Company was no longer subject to examination of its U.S. consolidated federal income tax returns filed for years ended prior to 2003. In the fourth quarter of 2009, the Company reached settlement with the IRS in post-Appeals mediation with respect to issues related to a land sale transaction in 2002. The Company agreed to an additional tax liability of $2 million and associated interest for the 2002 tax year as a result of this settlement. The Company paid most of this tax and associated interest in a prior year in order to minimize the amount of interest due. All matters concerning the IRS audit of the 2001 and 2002 federal income tax returns are now settled. The IRS is currently examining the Company’s federal income tax returns for the 2003 and 2004 tax years. The Company anticipates this audit will close sometime in 2010 and the Company will likely protest many of the issues under audit. Consequently, the Company does not believe that it is reasonably possible that these issues will be settled in the next twelve months. Federal income tax returns for years of the Company subsequent to 2004 are also subject to examination.

During 2009, the IRS completed its audit of the 2004 through 2006 tax years of a subsidiary of the Company treated as a partnership for income tax purposes and the Company submitted a protest to IRS Appeals with respect to issues relating to the tax treatment of payments made by the subsidiary under an agreement to develop, own and operate a hotel casino in the City of Detroit. The Company believes that it is reasonably possible that these issues may be settled in the next twelve months.

During 2009, the IRS completed its audit of an unconsolidated affiliate of the Company for the 2003 and 2004 tax years and the Company along with its joint venture partner submitted a protest to IRS Appeals of various issues raised by the IRS in the audit. It is reasonably possible that certain of these issues may be settled in the next twelve months, but others may not.

In the first quarter of 2010, the IRS informed the Company that it was closing its examination of the federal income tax return of Mandalay Resort Group for the pre-acquisition year ended April 25, 2005 and will issue a “No-Change Letter.” The statute of limitations for assessing tax for the Mandalay Resort Group federal income tax return

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for the year ended January 31, 2005 has been extended but such return is not currently under examination by the IRS.

As of December 31, 2009, the Company was no longer subject to examination of its various state and local tax returns filed for years ended prior to 2005. During 2009, the state of Illinois notified the Company that it would initiate an audit of the Illinois combined returns of the Company for the 2006 and 2007 tax years. The Company anticipates this audit will begin during 2010. A Mandalay Resort Group subsidiary return for the pre-acquisition year ended April 25, 2005 is under examination by the City of Detroit and the statute of limitations for assessing tax will expire in 2010 unless extended. No other state or local income tax returns of the Company are currently under exam.

The Company believes that it is reasonably possible that the total amounts of unrecognized tax benefits at December 31, 2009 may decrease by a range of $0 to $9 million within the next twelve months on the expectation during such period of: (1) possible settlement of the appeal of the issues raised in the IRS audit of the 2004 through 2006 tax years of a subsidiary of the Company; (2) possible settlement of certain issues under appeal in connection with the IRS audit of the 2003 and 2004 tax years of an unconsolidated affiliate; and (3) the closure of the IRS audit of the federal income tax return of Mandalay Resort Group for the pre-acquisition year ended April 25, 2005.

NOTE 13 — COMMITMENTS AND CONTINGENCIES

Leases.  The Company leases real estate and various equipment under operating and, to a lesser extent, capital lease arrangements. Certain real estate leases provide for escalation of rent based upon a specified price index and/or based upon periodic appraisals.

At December 31, 2009, the Company was obligated under non-cancelable operating leases and capital leases to make future minimum lease payments as follows:

	Operating		Capital
	Leases		Leases
	(In thousands)
Years ending December 31,
2010	$	15,904	$	1,854
2011		12,768		1,644
2012		10,982		1,217
2013		7,942		37
2014		6,082		—
Thereafter		44,687		—
Total minimum lease payments	$	98,365		4,752
Less: Amounts representing interest				(343	)
Total obligations under capital leases				4,409
Less: Amounts due within one year				(1,698	)
Amounts due after one year			$	2,711

The current and long-term obligations under capital leases are included in “Other accrued liabilities” and “Other long-term obligations,” respectively. Rental expense for operating leases, including rental expense of discontinued operations, was $24 million for December 31, 2009, $29 million for December 31, 2008, and $36 million for December 31, 2007.

North Las Vegas Strip Joint Venture.  In September 2007, the Company entered into a definitive agreement with Kerzner International and Istithmar forming a joint venture to develop a multi-billion dollar integrated resort to be located on the southwest corner of Las Vegas Boulevard and Sahara Avenue. In September 2008, the Company and its partners agreed to defer additional design and pre-construction activities and amended their joint venture agreement accordingly. In April 2009, the Company funded its $13 million share of pre-development costs to date, and was relieved of its obligation to contribute land to the joint venture. Either partner now has the right to dissolve

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the joint venture at any time and the design and pre-construction activities will remain postponed until such time as the partners agree to move forward with the project. The Company does not expect to progress with this project until general economic conditions and the Company’s financial position improve.

CityCenter completion guarantee.  As discussed in Note 8, in April 2009 the Company entered into a new completion guarantee in conjunction with the CityCenter credit facility which amended the completion guarantees to a) relieve Dubai World of its completion guarantee as amounts are funded from its letter of credit, and b) require an unlimited completion and cost overrun guarantee from the Company, secured by its interests in the assets of Circus Circus Las Vegas and certain adjacent undeveloped land. Also affecting the potential exposure under the completion guarantee is the ability to utilize up to $244 million of net residential proceeds to fund construction costs, though the timing of receipt of such proceeds is uncertain. As of December 31, 2009, the Company has recorded a liability of $150 million, classified as “Other accrued liabilities,” which represents the low end of its estimated range for its net obligation under the completion guarantee. The Company believes that it is reasonably possible it will be required to fund a net obligation of up to $300 million. In January and February 2010 the Company funded $217 million under the completion guarantee. CityCenter will repay such amounts to the Company from proceeds of residential units.

Other guarantees.  The Company is party to various guarantee contracts in the normal course of business, which are generally supported by letters of credit issued by financial institutions. The Company’s senior credit facility limits the amount of letters of credit that can be issued to $250 million, and the amount of available borrowings under the senior credit facility is reduced by any outstanding letters of credit. At December 31, 2009, the Company had provided $37 million of total letters of credit. Though not subject to a letter of credit, the Company has an agreement with the Nevada Gaming Control Board to maintain $113 million of cash at the corporate level to support normal bankroll requirements at the Company’s Nevada operations.

New Jersey regulatory review of Macau investment.  As a result of the DGE’s investigation of the Company’s relationship with its joint venture partner in Macau, the Company is involved in constructive settlement discussions with the DGE under which it would sell its 50% ownership interest in Borgata and related leased land in Atlantic City — see Note 8 for a discussion of the investigation and settlement discussions. If the Company is unable to effectuate such a settlement with the DGE, it may still be subject to action by the New Jersey Commission related to the DGE’s report.

The DGE is responsible for investigating licensees and prosecuting matters before the New Jersey Commission. However, the report is merely a recommendation and is not binding on the New Jersey Commission, which has sole responsibility and authority for deciding all regulatory and licensing matters. The New Jersey Commission has not yet taken any action with respect to the report, but on July 27, 2009, the DGE submitted a letter to the New Jersey Commission recommending that the New Jersey Commission reopen the licensing of Borgata to address the ongoing suitability of the Company as a licensee; under New Jersey regulations, the New Jersey Commission is obligated to reopen the licensing. This was a procedural step required by the New Jersey Casino Control Act that does not represent a finding as to the issues raised by the DGE. The Company will have the opportunity to respond to the DGE report in an open public proceeding.

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 or results of operations.

NOTE 14 — STOCKHOLDERS’ EQUITY

Tender offer.  In February 2008, the Company and a wholly-owned subsidiary of Dubai World completed a joint tender offer to purchase 15 million shares of Company common stock at a price of $80 per share. The Company purchased 8.5 million shares at a total purchase price of $680 million.

Stock sale to Infinity World.  On October 18, 2007, the Company completed the sale of 14.2 million shares of common stock to Infinity World Investments, a wholly-owned subsidiary of Dubai World, at a price of $84 per share for total proceeds of approximately $1.2 billion. These shares were previously held by the Company as treasury stock. Proceeds from the sale were used to reduce amounts outstanding under the senior credit facility.

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Secondary stock offering.  In May 2009, the Company issued approximately 164.5 million shares, including approximately 21.5 million shares issued as a result of the underwriters exercising their over-allotment option, of its common stock at $7 per share, for total net proceeds to the Company of approximately $1.1 billion. A portion of the shares were previously held by the Company as treasury stock and a portion of the shares were newly issued. Proceeds from the common stock offering and concurrent offering of senior secured notes were used to repay outstanding amounts under the Company’s senior credit facility and redeem certain outstanding senior debentures and senior notes and for general corporate purposes.

Stock repurchases.  Share repurchases are only conducted under repurchase programs approved by the Board of Directors and publicly announced. At December 31, 2009, the Company had 20 million shares available for repurchase under the May 2008 authorization. Share repurchase activity was as follows:

	Year Ended December 31,
	2009		2008		2007
			(In thousands)
July 2004 authorization (8 million shares purchased)	$	—	$	—	$	659,592
December 2007 authorization (18.1 million and 1.9 million shares purchased)		—		1,240,856		167,173
	$	—	$	1,240,856	$	826,765
Average price of shares repurchased	$	—	$	68.36	$	83.92

NOTE 15 — STOCK-BASED COMPENSATION

Information about the Company’s share-based awards.  The Company adopted an omnibus incentive plan in 2005 which, as amended, allows it to grant stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock-based awards to eligible directors, officers and employees of the Company and its subsidiaries. The plans are administered by the Compensation Committee (the “Committee”) of the Board of Directors. The Committee has discretion under the omnibus plan regarding which type of awards to grant, the vesting and service requirements, exercise price and other conditions, in all cases subject to certain limits, including:

•  As amended, the omnibus plan allows for the issuance of up to 35 million (20 million prior to an August 2008 amendment) shares or share-based awards; and

•  For stock options and SARs, the exercise price of the award must be at least equal to the fair market value of the stock on the date of grant and the maximum term of such an award is 10 years.

Stock options and SARs granted under all plans generally have terms of either seven or ten years, and in most cases vest in either four or five equal annual installments. RSUs granted vest ratably over 4 years. The Company’s practice is to issue new shares upon exercise or vesting of awards.

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Activity under share-based payment plans.  As of December 31, 2009, the aggregate number of share-based awards available for grant under the omnibus plan was 13.0 million. A summary of activity under the Company’s share-based payment plans for the year ended December 31, 2009 is presented below:

Stock options and stock appreciation rights

						Weighted
				Weighted		Average		Aggregate
				Average		Remaining		Intrinsic
	Shares			Exercise		Contractual		Value
	(000’s)			Price		Term		($000’s)
Outstanding at January 1, 2009		25,210		$	26.98
Granted		6,814			8.38
Exercised		(73	)		12.74
Forfeited or expired		(3,740	)		21.99
Outstanding at December 31, 2009		28,211			23.17		3.85	$	10,627
Vested and expected to vest at December 31, 2009		27,786			23.33		3.82	$	10,166
Exercisable at December 31, 2009		17,647			25.42		2.88	$	723

As of December 31, 2009, there was a total of $58 million of unamortized compensation related to stock options and SARs expected to vest, which is expected to be recognized over a weighted-average period of 2.0 years. The following table includes additional information related to stock options and SARs:

	Year Ended December 31,
	2009		2008		2007
			(In thousands)
Intrinsic value of share-based awards exercised or vested	$	2,546	$	33,342	$	339,154
Income tax benefit from share-based awards exercised or vested		891		10,494		114,641
Proceeds from stock option exercises		637		14,116		97,792

Restricted stock units

				Weighted Average
				Grant-Date
	Shares (000’s)			Fair Value
Nonvested at January 1, 2009		1,054		$	18.93
Granted		458			11.57
Vested		(297	)		18.92
Forfeited		(135	)		18.63
Nonvested at December 31, 2009		1,080			15.85

As of December 31, 2009, there was a total of $55 million of unamortized compensation related to restricted stock units, which is expected to be recognized over a weighted-average period of 1.9 years. $47 million of such unamortized compensation relates to the RSUs granted in our 2008 exchange offer. RSUs granted to corporate officers are subject to certain performance requirements determined by the Committee. Such performance requirements do not apply to RSUs granted in the exchange offer.

Recognition of compensation cost.  The Company recognizes the estimated fair value of stock options and SARs granted under the Company’s omnibus plan based on the estimated fair value of these awards measured at the date of grant using the Black-Scholes model. For restricted stock units, compensation cost is calculated based on the fair market value of its stock on the date of grant. For stock options awards granted prior to January 1, 2006, the unamortized expense is being recognized on an accelerated basis. For all awards granted after January 1, 2006, such expense is being recognized on a straight-line basis over the vesting period of the awards. Forfeitures are estimated at the time of grant, with such estimate updated periodically and with actual forfeitures recognized currently to the

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extent they differ from the estimate. The Company capitalizes stock-based compensation related to employees dedicated to construction activities. In addition, the Company charges CityCenter for stock-based compensation related to employees dedicated to CityCenter.

The following table shows information about compensation cost recognized:

	Year Ended December 31,
	2009			2008			2007
				(In thousands)
Compensation cost:
Stock options and SARs	$	21,756		$	37,766		$	48,063
Restricted stock and RSUs		21,294			4,652			—
Total compensation cost		43,050			42,418			48,063
Less: CityCenter reimbursed costs		(6,415	)		(6,019	)		(796	)
Less: Compensation cost capitalized		(64	)		(122	)		(1,589	)
Compensation cost recognized as expense		36,571			36,277			45,678
Less: Related tax benefit		(12,689	)		(12,569	)		(15,734	)
Compensation expense, net of tax benefit	$	23,882		$	23,708		$	29,944

Compensation cost for stock options and SARs was based on the estimated fair value of each award, measured by applying the Black-Scholes model on the date of grant, using the following weighted-average assumptions:

	Year Ended December 31,
	2009			2008			2007
Expected volatility		82	%		50	%		32	%
Expected term		4.7 years			4.6 years			4.1 years
Expected dividend yield		0	%		0	%		0	%
Risk-free interest rate		2.4	%		2.7	%		4.4	%
Forfeiture rate		3.5	%		3.5	%		4.6	%
Weighted-average fair value of options granted	$	5.37		$	14.49		$	25.93

Expected volatility is based in part on historical volatility and in part on implied volatility based on traded options on the Company’s stock. The expected term considers the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate is based on the rates in effect on the grant date for U.S. Treasury instruments with maturities matching the relevant expected term of the award.

NOTE 16 — EMPLOYEE BENEFIT PLANS

Employees of the Company who are members of various unions are covered by union-sponsored, collectively bargained, multi-employer health and welfare and defined benefit pension plans. The Company recorded an expense of $177 million in 2009, $192 million in 2008 and $194 million in 2007 under such plans. The plans’ sponsors have not provided sufficient information to permit the Company to determine its share of unfunded vested benefits, if any.

The Company is self-insured for most health care benefits and workers compensation for its non-union employees. The liability for health care claims filed and estimates of claims incurred but not reported was $20 million and $22 million at December 31, 2009 and 2008, respectively. The workers compensation liability for claims filed and estimates of claims incurred but not reported was $27 million and $28 million as of December 31, 2009 and December 31, 2008, respectively. Both liabilities are included in “Other accrued liabilities.”

The Company has retirement savings plans under Section 401(k) of the Internal Revenue Code for eligible employees. The plans allow employees to defer, within prescribed limits, up to 30% of their income on a pre-tax basis through contributions to the plans. The Company suspended contributions to the plan in 2009, though certain employees at MGM Grand Detroit and Four Seasons were still eligible for matching contributions. In the case of

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certain union employees, the Company contributions to the plan are based on hours worked. The Company recorded charges for 401(k) contributions of $25 million in 2008 and $27 million in 2007.

The Company maintains nonqualified deferred retirement plans for certain key employees. The plans allow participants to defer, on a pre-tax basis, a portion of their salary and bonus and accumulate tax deferred earnings, plus investment earnings on the deferred balances, as a deferred tax savings. Through December 31, 2008 participants earned a Company match of up to 4% of salary, net of any Company match received under the Company’s 401(k) plan. In 2009, the Company suspended contributions to the plan. All employee deferrals vest immediately. The Company matching contributions vest ratably over a three-year period. The Company recorded charges for matching contributions of $1 million in both 2008 and 2007.

The Company also maintains nonqualified supplemental executive retirement plans (“SERP”) for certain key employees. Until September 2008, the Company made quarterly contributions intended to provide a retirement benefit that is a fixed percentage of a participant’s estimated final five-year average annual salary, up to a maximum of 65%. The Company has indefinitely suspended these contributions. Employees do not make contributions under these plans. A portion of the Company contributions and investment earnings thereon vest after three years of SERP participation and the remaining portion vests after both five years of SERP participation and 10 years of continuous service. The Company recorded expense under this plan of $4 million in 2008 and $7 million in 2007.

Pursuant to the amendments of the nonqualified deferred retirement plans and SERP plans during 2008, and consistent with certain transitional relief provided by the Internal Revenue Service pursuant to rules governing nonqualified deferred compensation, the Company permitted participants under the plans to make a one-time election to receive, without penalty, all or a portion of their respective vested account balances. Based on elections made, the Company made payments to participants of $62 million in 2009. In addition, the Company made payments of $57 million to participants in 2008 related to previous versions of these plans that were terminated during the year.

NOTE 17 — PROPERTY TRANSACTIONS, NET

Property transactions, net consisted of the following:

	Year Ended December 31,
	2009			2008			2007
				(In thousands)
CityCenter investment impairment	$	955,898		$	—		$	—
Atlantic City Renaissance Pointe land impairment		548,347			—			—
Goodwill and other indefinite-lived intangible assets impairment		—			1,179,788			—
Other write-downs and impairments		17,629			52,170			33,624
Demolition costs		—			9,160			5,665
Insurance recoveries		(7,186	)		(9,639	)		(217,290	)
Gain on sale of TI		(187,442	)		—			—
Other net (gains) losses on asset sales or disposals		1,443			(20,730	)		(8,312	)
	$	1,328,689		$	1,210,749		$	(186,313	)

See Note 3 for discussion of the Atlantic City Renaissance Pointe land impairment and Note 8 for discussion of the Company’s CityCenter investment impairment. Other write-downs in 2009 included the write-down of the Detroit temporary casino and write-off of various abandoned construction projects.

See discussion of goodwill and other indefinite-lived intangible assets impairment charge recorded in 2008 in Note 9. Other write-downs and impairments in 2008 included $30 million related to land and building assets of Primm Valley Golf Club. The 2008 period also includes demolition costs associated with various room remodel projects and a gain on the sale of an aircraft of $25 million.

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Write-downs and impairments in 2007 included write-offs related to discontinued construction projects and a write-off of the carrying value of the Nevada Landing building assets due to its closure in March 2007. The 2007 period also includes demolition costs primarily related to the Mandalay Bay room remodel.

Insurance recoveries in 2009 and 2008 related to the insurance recoveries received related to property damage from the Monte Carlo fire in excess of the book value of the damaged assets and post-fire costs incurred. Insurance recoveries in 2007 related to the insurance recoveries received related to property damage from Hurricane Katrina in excess of the book value of the damaged assets and post-storm costs incurred — see Note 2.

NOTE 18 — RELATED PARTY TRANSACTIONS

The Company and CityCenter have entered into agreements whereby the Company is responsible for management of the design, planning, development and construction of CityCenter and is managing the operations of CityCenter for a fee. The Company is being reimbursed for certain costs in performing its development and management services. During the years ended December 31, 2009 and 2008, the Company incurred $95 million and $46 million, respectively of costs reimbursable by the joint venture, primarily for employee compensation and certain allocated costs. As of December 31, 2009, CityCenter owes the Company $52 million for unreimbursed development and operations services costs.

Borgata leases 10 acres from the Company on a long-term basis for use in its current operations and for its expansion, and nine acres from the Company on a short-term basis for surface parking. Total payments received from Borgata under these lease agreements were $6 million in each of the years ended December 31, 2009, 2008 and 2007.

The Company paid legal fees to a firm that was affiliated with the Company’s former general counsel. Payments to the firm totaled $15 million, $10 million, and $11 million for the years ended December 31, 2009, 2008, and 2007, respectively. The Company owed the firm $1 million and $2 million at December 31, 2009 and 2008, respectively.

Members of the Company’s Board of Directors, senior management, and Tracinda signed contracts in 2007 for the purchase of condominium units at CityCenter, at prices consistent with prices charged to unrelated third parties, when CityCenter was a wholly-owned development. The Company collected $6 million of deposits related to such purchases in 2007.

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NOTE 19 — CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The Company’s subsidiaries (excluding MGM Grand Detroit, LLC and certain minor subsidiaries) have fully and unconditionally guaranteed, on a joint and several basis, payment of the senior credit facility, and the senior and senior subordinated notes of the Company and its subsidiaries. Separate condensed consolidating financial statement information for the subsidiary guarantors and non-guarantors as of December 31, 2009 and 2008 and for the years ended December 31, 2009, 2008 and 2007 is as follows:

	At December 31, 2009
				Guarantor		Non-Guarantor
	Parent			Subsidiaries		Subsidiaries		Elimination			Consolidated
	(In thousands)
Balance Sheet
Current assets	$	2,143,019		$	810,991	$	99,491	$	—		$	3,053,501
Property and equipment, net		—			14,391,733		690,191		(11,972	)		15,069,952
Investments in subsidiaries		17,927,664			447,336		—		(18,375,000	)		—
Investments in and advances to unconsolidated affiliates		—			3,353,334		258,465		—			3,611,799
Other non-current assets		152,205			507,500		123,253		—			782,958
	$	20,222,888		$	19,510,894	$	1,171,400	$	(18,386,972	)	$	22,518,210
Current liabilities	$	344,707		$	926,780	$	32,290	$	—		$	1,303,777
Current portion of long-term debt		1,079,824			—		—		—			1,079,824
Intercompany accounts		(227,808	)		120,603		107,205		—			—
Deferred income taxes		3,031,303			—		—		—			3,031,303
Long-term debt		11,929,050			596,987		450,000		—			12,976,037
Other long-term obligations		195,380			60,867		590		—			256,837
Stockholders’ equity		3,870,432			17,805,657		581,315		(18,386,972	)		3,870,432
	$	20,222,888		$	19,510,894	$	1,171,400	$	(18,386,972	)	$	22,518,210

	For The Year Ended December 31, 2009
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Elimination		Consolidated
	(In thousands)
Statement of Operations
Net revenues	$	—		$	5,435,274		$	543,315		$	—	$	5,978,589
Equity in subsidiaries’ earnings		(834,524	)		65,531			—			768,993		—
Expenses:
Casino and hotel operations		14,368			3,223,607			301,331			—		3,539,306
General and administrative		9,584			996,310			94,299			—		1,100,193
Corporate expense		33,265			114,394			(3,895	)		—		143,764
Preopening and start-up expenses		—			53,013			—			—		53,013
Property transactions, net		—			1,321,353			7,336			—		1,328,689
Depreciation and amortization		—			648,703			40,570			—		689,273
		57,217			6,357,380			439,641			—		6,854,238
Income (loss) from unconsolidated affiliates		—			(112,856	)		24,629			—		(88,227	)
Operating income (loss)		(891,741	)		(969,431	)		128,303			768,993		(963,876	)
Interest expense, net		(946,953	)		207,252			(23,426	)		—		(763,127	)
Other, net		(192,457	)		(62,537	)		(30,596	)		—		(285,590	)
Income (loss) from continuing operations before income taxes		(2,031,151	)		(824,716	)		74,281			768,993		(2,012,593	)
Provision for income taxes		739,469			(13,726	)		(4,832	)		—		720,911
Income (loss) from continuing operations		(1,291,682	)		(838,442	)		69,449			768,993		(1,291,682	)
Net income (loss)	$	(1,291,682	)	$	(838,442	)	$	69,449		$	768,993	$	(1,291,682	)

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	For The Year Ended December 31, 2009
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Elimination			Consolidated
							(In thousands)
Statement of Cash Flows
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(652,977	)	$	1,154,595		$	86,296		$	—		$	587,914
Cash flows from investing activities
Capital expenditures, net of construction payables		—			(135,211	)		(1,639	)		—			(136,850	)
Proceeds from the sale of TI		—			746,266			—			—			746,266
Investments in and advances to unconsolidated affiliates		—			(956,550	)		—			(7,135	)		(963,685	)
Property damage insurance recoveries		—			7,186			—			—			7,186
Dispositions of property and equipment		—			22,291			—			—			22,291
Other		—			(5,463	)		—			—			(5,463	)
Net cash used in investing activities		—			(321,481	)		(1,639	)		(7,135	)		(330,255	)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities — maturities of 90 days or less		(983,593	)		—			(43,600	)		—			(1,027,193	)
Borrowings under bank credit facilities — maturities longer than 90 days		6,041,492			—			730,000			—			6,771,492
Repayments under bank credit facilities — maturities longer than 90 days		(5,302,455	)		—			(640,000	)		—			(5,942,455	)
Issuance of long-term debt		1,921,751			—			—			—			1,921,751
Retirement of senior notes		(820,010	)		(356,442	)		—			—			(1,176,452	)
Debt issuance costs		(112,055	)		—			—			—			(112,055	)
Issuance of common stock		1,103,738			680			—			—			1,104,418
Issuance of common stock upon exercise of stock awards		637			—			—			—			637
Intercompany accounts		1,247,519			(1,222,105	)		(32,549	)		7,135			—
Payment of Detroit Economic Development Corporation bonds		—			—			(49,393	)		—			(49,393	)
Other		2,543			(4,480	)		(63	)		—			(2,000	)
Net cash provided by (used in) financing activities		3,099,567			(1,582,347	)		(35,605	)		7,135			1,488,750
Cash and cash equivalents
Net increase (decrease) for the year		2,446,590			(749,233	)		49,052			—			1,746,409
Cash related to assets held for sale		—			14,154			—			—			14,154
Balance, beginning of year		2,665			262,494			30,485			—			295,644
Balance, end of year	$	2,449,255		$	(472,585	)	$	79,537		$	—		$	2,056,207

	At December 31, 2008
				Guarantor		Non-Guarantor
	Parent			Subsidiaries		Subsidiaries		Elimination			Consolidated
	(In thousands)
Balance Sheet
Current assets	$	126,009		$	1,346,094	$	60,927	$	—		$	1,533,030
Property and equipment, net		—			15,564,669		736,457		(11,972	)		16,289,154
Investments in subsidiaries		18,920,844			504,684		—		(19,425,528	)		—
Investments in and advances to unconsolidated affiliates		—			4,389,058		253,807		—			4,642,865
Other non-current assets		194,793			500,717		114,157		—			809,667
	$	19,241,646		$	22,305,222	$	1,165,348	$	(19,437,500	)	$	23,274,716
Current liabilities	$	862,648		$	1,056,311	$	36,003	$	—		$	1,954,962
Current portion of long-term debt		821,284			226,330		—		—			1,047,614
Intercompany accounts		(1,501,070	)		1,451,897		49,173		—			—
Deferred income taxes		3,441,198			—		—		—			3,441,198
Long-term debt		11,320,620			692,332		403,600		—			12,416,552
Other long-term obligations		322,605			66,642		50,782		—			440,029
Stockholders’ equity		3,974,361			18,811,710		625,790		(19,437,500	)		3,974,361
	$	19,241,646		$	22,305,222	$	1,165,348	$	(19,437,500	)	$	23,274,716

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	For The Year Ended December 31, 2008
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Elimination		Consolidated
	(In thousands)
Statement of Operations
Net revenues	$	—		$	6,623,068		$	585,699		$	—	$	7,208,767
Equity in subsidiaries’ earnings		(262,825	)		49,450			—			213,375		—
Expenses:
Casino and hotel operations		14,173			3,688,837			331,364			—		4,034,374
General and administrative		9,485			1,161,197			108,262			—		1,278,944
Corporate expense		13,869			94,958			452			—		109,279
Preopening and start-up expenses		—			22,924			135			—		23,059
Property transactions, net		—			1,204,721			6,028			—		1,210,749
Depreciation and amortization		—			724,556			53,680			—		778,236
		37,527			6,897,193			499,921			—		7,434,641
Income from unconsolidated affiliates		—			84,942			11,329			—		96,271
Operating income (loss)		(300,352	)		(139,733	)		97,107			213,375		(129,603	)
Interest expense, net		(517,971	)		(58,468	)		(16,327	)		—		(592,766	)
Other, net		140,968			(61,466	)		(26,121	)		—		53,381
Income (loss) from continuing operations before income taxes		(677,355	)		(259,667	)		54,659			213,375		(668,988	)
Provision for income taxes		(177,931	)		(3,158	)		(5,209	)		—		(186,298	)
Income (loss) from continuing operations		(855,286	)		(262,825	)		49,450			213,375		(855,286	)
Net income (loss)	$	(855,286	)	$	(262,825	)	$	49,450		$	213,375	$	(855,286	)

	For The Year Ended December 31, 2008
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Elimination			Consolidated
	(In thousands)
Statement of Cash Flows
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(977,381	)	$	1,650,663		$	79,750		$	—		$	753,032
Cash flows from investing activities
Capital expenditures, net of construction payables		—			(777,033	)		(4,721	)		—			(781,754	)
Investments in and advances to unconsolidated affiliates		—			(1,274,814	)		—			(4,648	)		(1,279,462	)
Property damage insurance recoveries		—			21,109			—			—			21,109
Dispositions of property and equipment		—			85,968			—			—			85,968
Other		—			(27,301	)		—			—			(27,301	)
Net cash used in investing activities		—			(1,972,071	)		(4,721	)		(4,648	)		(1,981,440	)
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities — maturities of 90 days or less		2,907,400			—			(146,950	)		—			2,760,450
Borrowings under bank credit facilities — maturities longer than 90 days		7,820,000			—			350,000			—			8,170,000
Repayments under bank credit facilities — maturities longer than 90 days		(8,290,000	)		—			(160,000	)		—			(8,450,000	)
Issuance of long-term debt		699,441			(951	)		—			—			698,490
Retirement of senior notes		(341,565	)		(447,581	)		—			—			(789,146	)
Debt issuance costs		(48,700	)		—			—			—			(48,700	)
Issuance of common stock upon exercise of stock awards		22,288			(8,172	)		—			—			14,116
Purchases of common stock		(1,240,856	)		—			—			—			(1,240,856	)
Intercompany accounts		(575,941	)		693,526			(122,233	)		4,648			—
Excess tax benefits from stock-based compensation		10,690			(1,181	)		—			—			9,509
Other (used in)		—			(1,722	)		(59	)		—			(1,781	)
Net cash provided by financing activities		962,757			233,919			(79,242	)		4,648			1,122,082
Cash and cash equivalents
Net decrease for the year		(14,624	)		(87,489	)		(4,213	)		—			(106,326	)
Cash related to assets held for sale		—			(14,154	)		—			—			(14,154	)
Balance, beginning of year		17,289			364,137			34,698			—			416,124
Balance, end of year	$	2,665		$	262,494		$	30,485		$	—		$	295,644

95

	For The Year Ended December 31, 2007
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Elimination			Consolidated
	(In thousands)
Statement of Operations
Net revenues	$	—		$	7,204,278		$	487,359		$	—		$	7,691,637
Equity in subsidiaries’ earnings		2,982,008			34,814			—			(3,016,822	)		—
Expenses:
Casino and hotel operations		14,514			3,738,593			274,451			—			4,027,558
General and administrative		11,455			1,167,233			73,264			—			1,251,952
Corporate expense		35,534			158,359			—			—			193,893
Preopening and start-up expenses		731			28,264			63,110			—			92,105
Property transactions, net		—			(186,313	)		—			—			(186,313	)
Gain on CityCenter transaction		—			(1,029,660	)		—			—			(1,029,660	)
Depreciation and amortization		1,497			667,015			31,822			—			700,334
		63,731			4,543,491			442,647			—			5,049,869
Income from unconsolidated affiliates		—			222,162			—			—			222,162
Operating income		2,918,277			2,917,763			44,712			(3,016,822	)		2,863,930
Interest expense, net		(599,178	)		(86,473	)		(5,482	)		—			(691,133	)
Other, net		575			(14,890	)		(54	)		—			(14,369	)
Income from continuing operations before income taxes		2,319,674			2,816,400			39,176			(3,016,822	)		2,158,428
Provision for income taxes		(731,456	)		(22,065	)		(4,362	)		—			(757,883	)
Income from continuing operations		1,588,218			2,794,335			34,814			(3,016,822	)		1,400,545
Discontinued operations		(3,799	)		187,673			—			—			183,874
Net income	$	1,584,419		$	2,982,008		$	34,814		$	(3,016,822	)	$	1,584,419

	For The Year Ended December 31, 2007
				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiaries			Elimination			Consolidated
	(In thousands)
Statement of Cash Flows
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	(1,098,889	)	$	2,008,888		$	84,417		$	—		$	994,416
Cash flows from investing activities
Capital expenditures, net of construction payables		—			(2,551,123	)		(366,286	)		—			(2,917,409	)
Proceeds from contribution of CityCenter		—			2,468,652			—			—			2,468,652
Proceeds from disposals of discontinued operations, net		—			578,873			—			—			578,873
Purchase of convertible note		—			(160,000	)		—			—			(160,000	)
Investments in and advances to unconsolidated affiliates		—			(7,337	)		(19,402	)		(4,681	)		(31,420	)
Property damage insurance recoveries		—			207,289			—			—			207,289
Dispositions of property and equipment		—			47,571			—			—			47,571
Other		—			37,802			(22,057	)		—			15,745
Net cash provided by (used in) investing activities		—			621,727			(407,745	)		(4,681	)		209,301
Cash flows from financing activities
Net borrowings (repayments) under bank credit facilities — maturities of 90 days or less		(654,000	)		—			251,700			—			(402,300	)
Borrowings under bank credit facilities — maturities longer than 90 days		6,750,000			—			—			—			6,750,000
Repayments under bank credit facilities — maturities longer than 90 days		(7,500,000	)		—			—			—			(7,500,000	)
Issuance of long-term debt		750,000			—			—			—			750,000
Retirement of senior notes		(710,000	)		(692,233	)		—			—			(1,402,233	)
Debt issuance costs		(5,983	)		—			—			—			(5,983	)
Issuance of common stock		1,192,758			—			—			—			1,192,758
Issuance of common stock upon exercise of stock awards		97,792			—			—			—			97,792
Purchases of common stock		(826,765	)		—			—			—			(826,765	)
Intercompany accounts		1,912,004			(1,986,354	)		69,669			4,681			—
Excess tax benefits from stock-based compensation		102,479			—			—			—			102,479
Other		—			3,470			245			—			3,715
Net cash provided by (used in) financing activities		1,108,285			(2,675,117	)		321,614			4,681			(1,240,537	)
Cash and cash equivalents
Net increase (decrease) for the year		9,396			(44,502	)		(1,714	)		—			(36,820	)
Balance, beginning of year		7,892			410,354			34,698			—			452,944
Balance, end of year	$	17,288		$	365,852		$	32,984		$	—		$	416,124

96

NOTE 20 — SELECTED QUARTERLY FINANCIAL RESULTS (UNAUDITED)

	Quarter
	First		Second			Third			Fourth			Total
			(In thousands, except per share amounts)
2009
Net revenues	$	1,498,795	$	1,494,155		$	1,533,223		$	1,452,416		$	5,978,589
Operating income (loss)		355,099		131,099			(963,419	)		(486,655	)		(963,876	)
Income (loss) from continuing operations		105,199		(212,575	)		(750,388	)		(433,918	)		(1,291,682	)
Net income (loss)		105,199		(212,575	)		(750,388	)		(433,918	)		(1,291,682	)
Basic income (loss) per share:
Income (loss) from continuing operations	$	0.38	$	(0.60	)	$	(1.70	)	$	(0.98	)	$	(3.41	)
Net income (loss)		0.38		(0.60	)		(1.70	)		(0.98	)		(3.41	)
Diluted income (loss) per share:
Income (loss) from continuing operations	$	0.38	$	(0.60	)	$	(1.70	)	$	(0.98	)	$	(3.41	)
Net income (loss)		0.38		(0.60	)		(1.70	)		(0.98	)		(3.41	)
2008
Net revenues	$	1,893,391	$	1,905,333		$	1,785,531		$	1,624,512		$	7,208,767
Operating income (loss)		341,288		333,784			241,557			(1,046,232	)		(129,603	)
Income (loss) from continuing operations		118,346		113,101			61,278			(1,148,011	)		(855,286	)
Net income (loss)		118,346		113,101			61,278			(1,148,011	)		(855,286	)
Basic income (loss) per share:
Income (loss) from continuing operations	$	0.41	$	0.41		$	0.22		$	(4.15	)	$	(3.06	)
Net income (loss)		0.41		0.41			0.22			(4.15	)		(3.06	)
Diluted income (loss) per share:
Income (loss) from continuing operations	$	0.40	$	0.40		$	0.22		$	(4.15	)	$	(3.06	)
Net income (loss)		0.40		0.40			0.22			(4.15	)		(3.06	)

Because income per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total income per share amounts for the year.

As discussed in Note 3, the Company recorded a $548 million impairment charge related to its Renaissance Pointe Land. The impairment was recorded in the fourth quarter of 2009, and resulted in a $0.73 impact on fourth quarter of 2009 diluted loss per share and a $0.85 impact on full year 2009 diluted loss per share.

As discussed in Note 8, the Company recorded a $956 million impairment charge related to its CityCenter investment and a $203 million charge related to its share of the CityCenter residential impairment. These impairments were recorded in the third quarter of 2009, and resulted in a $1.70 impact on third quarter of 2009 diluted loss per share and a $1.98 impact on full year 2009 diluted loss per share.

As discussed in Note 3, the Company recorded a $176 impairment charge related to its M Resort convertible note. The impairment was recorded in the second quarter of 2009, and resulted in a $0.32 impact on second quarter of 2009 diluted loss per share and a $0.30 impact on full year 2009 diluted loss per share.

As discussed in Note 4, the Company sold TI in the first quarter of 2009 and recorded a gain of $187 million. The sale resulted in an impact of $0.44 on first quarter of 2009 diluted income per share and a $0.31 impact on the full year 2009 diluted loss per share.

As discussed in Note 9, the Company recorded a $1.2 billion impairment charge related to goodwill and indefinite-lived intangible assets recognized in the Mandalay acquisition in 2005. The impairment was recorded in the fourth quarter of 2008, and resulted in a $4.25 impact on fourth quarter 2008 diluted loss per share and a $4.20 impact on full year 2008 diluted loss per share.

97

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MGM MIRAGE

By:  /s/  James J. Murren

James J. Murren, Chairman of the Board, Chief Executive Officer and President

Dated: February 26, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  James J. Murren James J. Murren	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)	February 26, 2010
/s/  Robert H. Baldwin Robert H. Baldwin	Chief Design and Construction Officer and Director	February 26, 2010
/s/  Daniel J. D’Arrigo Daniel J. D’Arrigo	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	February 26, 2010
/s/  Robert C. Selwood Robert C. Selwood	Executive Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 26, 2010
/s/  Willie D. Davis Willie D. Davis	Director	February 26, 2010
/s/  Kenny C. Guinn Kenny C. Guinn	Director	February 26, 2010
/s/  Alexis M. Herman Alexis M. Herman	Director	February 26, 2010
/s/  Roland Hernandez Roland Hernandez	Director	February 26, 2010
/s/  Kirk Kerkorian Kirk Kerkorian	Director	February 26, 2010
/s/  Anthony Mandekic Anthony Mandekic	Director	February 26, 2010
/s/  Rose McKinney-James Rose McKinney-James	Director	February 26, 2010
/s/  Daniel J. Taylor Daniel J. Taylor	Director	February 26, 2010
/s/  Melvin B. Wolzinger Melvin B. Wolzinger	Director	February 26, 2010

98

MGM MIRAGE

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

	Balance at		Provision for		Write-offs,			Balance at
	Beginning of		Doubtful		Net of			End of
Description	Period		Accounts		Recoveries			Period
Allowance for Doubtful Accounts Year Ended December 31, 2009	$	99,606	$	54,074	$	(56,574	)	$	97,106
Year Ended December 31, 2008		85,924		80,293		(66,611	)		99,606
Year Ended December 31, 2007		90,024		32,910		(37,010	)		85,924

99

EX-10.1.9

Exhibit 10.1(9)

AMENDMENT NO. 8

     This AMENDMENT NO. 8, dated as of December 18, 2009 (this “Amendment”), to the Loan Agreement (as defined below), among MGM MIRAGE, a Delaware corporation (“Borrower”), MGM Grand Detroit, LLC, a Delaware limited liability company (“Detroit”), the Lenders and Bank of America, N.A., as administrative agent for the lenders (the “Administrative Agent”).

W I T N E S S E T H:

     WHEREAS, Borrower, Detroit, as initial Co-Borrower, the Lenders named in the signature pages thereto and the Administrative Agent are parties to the Fifth Amended and Restated Loan Agreement, dated as of October 3, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Loan Agreement”);

     WHEREAS, the Lenders that have consented to this Amendment constitute the Requisite Lenders under the Loan Agreement;

     NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:

ARTICLE I.
DEFINITIONS

     Capitalized terms for which meanings are provided in the Loan Agreement (as amended hereby) are, unless otherwise defined herein, used in this Amendment with such meanings.

ARTICLE II.
AMENDMENTS TO LOAN AGREEMENT

     Upon the occurrence of the Eight Amendment Effective Date, Section 6.8 of the Loan Agreement is hereby re-lettering the existing subsection (j) as subsection (k) (and by replacing the reference therein to “this Section 6.8(j)” with a reference to “this Section 6.8(k)”) and by adding a new subsection (j) as follows:

     “(j) so long as the Amended and Restated Sponsor Completion Guaranty is outstanding and any obligations of Borrower exist thereunder (other than contingent indemnification or expense reimbursement obligations), indemnification obligations of Borrower with respect to construction Liens in favor of title insurance companies issuing title insurance policies to purchasers of Condo Units (as defined in the CityCenter Credit Agreement) in connection with the purchase of such Condo Units.”

ARTICLE III.
CONDITIONS TO EFFECTIVENESS

     The amendments set forth in Article II shall become effective on the date (the “Eighth Amendment Effective Date”) when all of the conditions set forth in this Article III have been completed to the satisfaction of the Administrative Agent on or before December 30, 2009.

1

     SECTION 3.1. The Administrative Agent shall have received counterparts hereof executed on behalf of Borrower, Detroit, the Administrative Agent and the Requisite Lenders.

     SECTION 3.2. Administrative Agent shall have received a written consent hereto from Borrower’s Restricted Subsidiaries in the form of Exhibit A hereto.

     SECTION 3.3. Borrower shall have reimbursed the Administrative Agent for the reasonable fees and expenses of Mayer Brown for the period through the Eighth Amendment Effective Date and Borrower shall have reimbursed the Lenders for any reasonable fees and expenses of their counsel which have been submitted to Borrower and the Administrative Agent by 4:00 p.m., Eastern Daylight Time, on December 18, 2009.

ARTICLE IV.
RETENTION OF RIGHTS, ETC.

     SECTION 4.1. Limitation to its Terms. This Amendment strictly shall be limited to its terms.

     SECTION 4.2. Retention of Rights. Without limiting the generality of Section 4.1, neither the execution, delivery nor effectiveness of this Amendment shall operate as a waiver of (or forbearance with respect to) any present or future Default or Event of Default or as a waiver of (or forbearance with respect to) the ability of the Administrative Agent or the other Lenders to exercise any right, power, and/or remedy, whether under any Loan Document and/or under any applicable law, in connection therewith. As provided in Section 11.1 of the Loan Agreement, no failure on the part of any Lender or any Agent to exercise, and no delay in exercising, any right under the Loan Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

     SECTION 4.3. Full Force and Effect; Limited Amendment. Without limiting the generality of Section 4.1, except as expressly amended hereby, all of the representations, warranties, terms, covenants, conditions and other provisions of the Loan Agreement shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms. Without limiting the generality of Section 4.1, the amendments set forth herein shall be limited precisely as provided for herein to the provision expressly amended herein and shall not be deemed to be amendments to, waivers of, consents to or modifications of any other term or provision of the Loan Agreement or of any transaction or further or future action on the part of Borrower which would require the consent of the Lenders under the Loan Agreement.

ARTICLE V.
MISCELLANEOUS

     SECTION 5.1. Representations and Warranties. Borrower represents and warrants the following:

     (a) after giving effect to this Amendment, no Default or Event of Default is continuing;

2

     (b) after giving effect to this Amendment, the representations and warranties contained in Article 4 of the Loan Agreement are true and correct on and as of the Eighth Amendment Effective Date as though made on that date (or, if stated to have been made as of an earlier date, was true and correct as of such earlier date); and

     (c) this Amendment has been duly authorized by Borrower and Detroit, there is no action pending or any order, judgment, or decree in effect that is likely to restrain, prevent, or impose materially adverse conditions upon the performance by Borrower, Detroit, or any of Borrower’s Restricted Subsidiaries under the Loan Agreement or any of the other Loan Documents, and this Amendment constitutes the valid, binding and enforceable obligation of Borrower and Detroit in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws, Gaming Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion; and

     (d) The execution, delivery and performance by each of Borrower and Detroit of this Amendment do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of Borrower, Detroit, or any other of Borrower’s Subsidiaries, by reason of the terms of (i) any contract, mortgage, lease, agreement, indenture, or instrument to which Borrower, Detroit, or any of Borrower’s Subsidiaries is a party or which is binding upon it, (ii) any requirement of law applicable to any Borrower, Detroit, or any of Borrower’s Subsidiaries, or (iii) the certificate or articles of incorporation or by-laws or the limited liability company or limited partnership agreement, or analogous organizational document, of any Borrower, Detroit, or any of Borrower’s Subsidiaries.

     SECTION 5.2. Loan Document. This Amendment is a Loan Document and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with all of the terms and provisions of the Loan Agreement, including Article 1 thereof.

     SECTION 5.3. Reaffirmation of Obligations. Each of Borrower and Detroit hereby acknowledges that the Loan Documents (as amended by this Amendment) and the Obligations constitute the valid and binding Obligations of Borrower and Detroit enforceable against Borrower and Detroit in accordance with their respective terms, and each of Borrower and Detroit hereby reaffirms its Obligations under the Loan Documents (as amended by this Amendment) (and, as to Detroit, its liability is limited to that portion of the Obligations which are actually borrowed or received by Detroit). Administrative Agent’s and any Lender’s entry into this Agreement or any of the documents referenced herein, Administrative Agent’s and any Lender’s negotiations with any party with respect to any Loan Document, Administrative Agent’s and any Lender’s acceptance of any payment from Borrower, Detroit, any Guarantor or any other party of any payments made to Administrative Agent or any Lender prior to the date hereof, or any other action or failure to act on the part of Administrative Agent or any Lender shall not constitute (a) a modification of any Loan Document (except to the extent of the specific amendments contained herein), or (b) a waiver of any Default or Event of Default under the Loan Documents, or a waiver of any term or provision of any Loan Document.

3

     SECTION 5.4. Estoppel. To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Administrative Agent and Lenders to continue to make advances to Borrowers under the Loan Agreement, each Borrower and each Guarantor hereby acknowledges and agrees that there exists no Default or Event of Default and no right of offset, defense, counterclaim or objection in favor of Borrower, Detroit or any Guarantor as against the Administrative Agent or any Lender with respect to the Obligations.

     SECTION 5.5. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties to the Loan Agreement and their respective successors and permitted assigns.

     SECTION 5.6. Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement.

     SECTION 5.7. Integration. This Amendment represents the agreement of Borrower, Detroit, the Administrative Agent and each of the Lenders (through the Requisite Lenders’ consenting hereto) with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

     SECTION 5.8. Governing Law and Waiver of Jury Trial. Without limiting the generality of Section 5.2 hereof, the terms of Sections 11.17 (Governing Law) and 11.28 (Jury Trial Waiver) of the Loan Agreement are incorporated herein as though set forth in full.

4

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.

MGM MIRAGE, a Delaware corporation
By:	/s/ John M. McManus
	Name:	John M. McManus
	Title:	Senior Vice President, Acting General Counsel & Secretary
MGM GRAND DETROIT, LLC, a Delaware limited liability company
By:	/s/ John M. McManus
	Name:	John M. McManus
	Title:	Secretary
BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ John W. Woodiel III
	Name:	John W. Woodiel III
	Title:	Senior Vice President

5

EX-21

EXHIBIT 21

Subsidiaries of MGM MIRAGE

	Jurisdiction of	Percentage
Subsidiary	Incorporation	Ownership
Destron, Inc.	Nevada		100	%
MGM MIRAGE International Marketing, Inc.	Nevada		100	%
MGM MIRAGE Marketing, Ltd.	Hong Kong		100	%
M3 Nevada Insurance Company	Nevada		100	%
Metropolitan Marketing, LLC	Nevada		100	%
MMNY Land Company, Inc.	New York		100	%
MGM Grand Atlantic City, Inc.	New Jersey		100	%
Mandalay Resort Group	Nevada		100	%
550 Leasing Company I, LLC	Nevada		100	%
Circus Circus Casinos, Inc., dba Circus Circus Hotel and Casino-Las Vegas Circus Circus Hotel and Casino-Reno and Slots-A-Fun	Nevada		100	%
Circus Circus Mississippi, Inc., dba Gold Strike Casino Resort	Mississippi		100	%
Diamond Gold, Inc.	Nevada		100	%
Galleon, Inc.	Nevada		100	%
Gold Strike Aviation Incorporated	Nevada		100	%
Revive Partners, LLC	Nevada		100	%
Goldstrike Finance Company, Inc.	Nevada		100	%
M.S.E. Investments, Incorporated (“MSE”)	Nevada		100	%
Gold Strike Fuel Company, LLC	Nevada		100	%
Gold Strike L.V.	Nevada		(1	)
Victoria Partners, dba Monte Carlo Resort and Casino	Nevada		(2	)
Jean Development Company, LLC, dba Gold Strike Hotel and Gambling Hall	Nevada		100	%
Jean Development North, LLC	Nevada		(3	)
Jean Development West, LLC	Nevada		(4	)
Jean Fuel Company West, LLC	Nevada		100	%
Nevada Landing Partnership	Illinois		(5	)
Railroad Pass Investment Group, LLC, dba Railroad Pass Hotel and Casino	Nevada		100	%
Mandalay Corp., dba Mandalay Bay Resort and Casino and TheHotel	Nevada		100	%
Mandalay Employment, LLC	Nevada		100	%
Mandalay Marketing and Events	Nevada		100	%
Mandalay Place	Nevada		100	%
MGM Grand Resorts Development	Nevada		100	%
MRG Vegas Portal, Inc.	Nevada		100	%
New Castle Corp., dba Excalibur Hotel and Casino	Nevada		100	%
Ramparts, Inc., dba Luxor Hotel and Casino	Nevada		100	%
Ramparts International	Nevada		100	%

	Jurisdiction of	Percentage
Subsidiary	Incorporation	Ownership
Vintage Land Holdings, LLC	Nevada		100	%
MGM Grand Resorts, LLC	Nevada		100	%
MGM Grand Detroit, Inc.	Delaware		100	%
MGM Grand Detroit, LLC, dba MGM Grand Detroit	Delaware		(6	)
MGM Grand Detroit II, LLC	Delaware		100	%
MGM Grand Condominiums East-Tower I, LLC	Nevada		100	%
MGM Grand Hotel, LLC, dba MGM Grand Hotel & Casino	Nevada		100	%
Grand Laundry, Inc.	Nevada		100	%
MGM Grand Condominiums, LLC	Nevada		100	%
MGM Grand Condominiums II, LLC	Nevada		100	%
MGM Grand Condominiums III, LLC	Nevada		100	%
Tower B, LLC	Nevada		100	%
Tower C, LLC	Nevada		100	%
MGM Grand New York, LLC	Nevada		100	%
New PRMA Las Vegas, Inc.	Nevada		100	%
New York-New York Hotel & Casino, LLC, dba New York-New York Hotel & Casino	Nevada		(7	)
New York-New York Tower, LLC	Nevada		(7	)
IKM MGM, LLC	Nevada		100	%
IKM MGM Management, LLC	Nevada		100	%
Vintage Land Holdings II, LLC	Nevada		100	%
The Signature Condominiums, LLC	Nevada		100	%
Signature Tower I, LLC	Nevada		100	%
Signature Tower 2, LLC	Nevada		100	%
Signature Tower 3, LLC	Nevada		100	%
MGM MIRAGE Advertising, Inc.	Nevada		100	%
VidiAd	Nevada		100	%
MGM MIRAGE Aircraft Holdings, LLC	Nevada		100	%
MGM MIRAGE Development, LLC	Nevada		100	%
MGM MIRAGE Management and Technical Services, LLC	Nevada		100	%
MGM MIRAGE Entertainment and Sports	Nevada		100	%
MGM MIRAGE Hospitality, LLC	Nevada		100	%
MGM MIRAGE Hospitality Holdings, LLC	Dubai		100	%
MGM MIRAGE Hospitality Development, LLC	Dubai		100	%
MGM MIRAGE Hospitality Development, LLC	Abu Dhabi		100	%
MGM MIRAGE Hospitality International Holdings, Ltd.	Isle of Man		100	%
MGM MIRAGE China Holdings Ltd.	Hong Kong		100	%
MGM MIRAGE Hospitality (Suzhou) Ltd.	Hong Kong		100	%
MGM MIRAGE Global Gaming Development, LLC	Nevada		100	%
MGM MIRAGE International, LLC	Nevada		100	%
MGMM International Holdings, Ltd.	Isle of Man		100	%
MGM MIRAGE Macau, Ltd.	Isle of Man		100	%
MGMM Macau, Ltd.	Isle of Man		100	%
MGM MIRAGE Land Holdings, LLC	Nevada		100	%
MGM MIRAGE Macao, LLC	Nevada		100	%
MGM Grand (Macao) Limited	Macau		(8	)
MGM MIRAGE Operations, Inc.	Nevada		100	%
MGM MIRAGE Retail	Nevada		100	%
MGMM Insurance Company	Nevada		100	%
	(insurance)
Mirage Resorts, Incorporated	Nevada		100	%
AC Holding Corp.	Nevada		100	%
AC Holding Corp. II	Nevada		100	%
Beau Rivage Resorts, Inc., dba Beau Rivage	Mississippi		100	%
Beau Rivage Distribution Corp.	Mississippi		100	%
MRGS, LLC	Nevada		100	%
MH, INC., dba Shadow Creek	Nevada		100	%
Bellagio, LLC, dba Bellagio	Nevada		100	%
Bella Lounge, LLC	Nevada		(9	)

2

	Jurisdiction of	Percentage
Subsidiary	Incorporation	Ownership
Bungalow, Inc.	Mississippi		100	%
LV Concrete Corp.	Nevada		100	%
MAC, CORP.	New Jersey		100	%
MGM MIRAGE Aviation Corp.	Nevada		100	%
MGM MIRAGE Corporate Services	Nevada		100	%
MGM MIRAGE Design Group	Nevada		100	%
MGM MIRAGE Manufacturing Corp.	Nevada		100	%
M.I.R. Travel	Nevada		100	%
The Mirage Casino-Hotel, dba The Mirage	Nevada		100	%
Mirage Laundry Services Corp.	Nevada		100	%
Mirage Leasing Corp.	Nevada		100	%
350 Leasing Company I, LLC	Nevada		100	%
350 Leasing Company II, LLC	Nevada		100	%
Project CC, LLC	Nevada		100	%
Aria Resort & Casino, LLC	Nevada		100	%
The Crystals at CityCenter Management, LLC	Nevada		100	%
CityCenter Realty Corporation	Nevada		100	%
Vdara Condo Hotel, LLC	Nevada		100	%
PRMA, LLC	Nevada		100	%
PRMA Land Development Company, dba Primm Valley Golf Club	Nevada		100	%

(1)	The partnership interests are owned 97.5% by MSE and 2.5% by Diamond Gold, Inc.
(2)	The partnership interests are owned 50% by Gold Strike L.V. and 50%by MRGS LLC
(3)	The partnership interests are owned 89% by MSE and 11% by Diamond Gold, Inc.
(4)	The partnership interests are owned 92% by MSE and 8% by Diamond Gold, Inc.
(5)	The partnership interests are owned 85% by MSE and 15% by Diamond Gold, Inc.
(6)	Approximately 97% of the voting securities are owned by MGM Grand Detroit, Inc. and 3% are owned by unrelated third parties.
(7)	50% of the voting securities are owned by MGM MIRAGE and 50% are owned by New PRMA Las Vegas, Inc.
(8)	Approximately 90% of the voting securities are owned by MGM Mirage Macao, LLC and 10% are owned by an unrelated third party.
(9)	53% of the voting securities are owned by Bellagio, LLC and 47% are owned by unrelated third parties.

3

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-73155, 333-77061, 333-42729, 333-50880, 333-105964, 333-124864, 333-158956, 333-160117of our report dated February 26, 2010, relating to the consolidated financial statements and financial statement schedule of MGM MIRAGE and subsidiaries and our report dated February 26, 2010, relating to the effectiveness of MGM MIRAGE and subsidiaries’ internal control over financial reporting, appearing in this Annual Report on Form 10-K of MGM MIRAGE for the year ended December 31, 2009.

/s/ DELOITTE & TOUCHE LLP

Las Vegas, Nevada
February 26, 2010

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, James J. Murren, certify that:

1.	I have reviewed this annual report on Form 10-K of MGM MIRAGE;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 26, 2010	/s/ James J. Murren
	James J. Murren
	Chairman of the Board, Chief Executive Officer and President

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Daniel J. D’Arrigo, certify that:

1.	I have reviewed this annual report on Form 10-K of MGM MIRAGE;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 26, 2010	/s/ Daniel J. D’Arrigo
	Daniel J. D’Arrigo
	Executive Vice President, Chief Financial Officer and Treasurer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Annual Report of MGM MIRAGE (the “Company”) on Form 10-K for the period ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James J. Murren, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ James J. Murren  

James J. Murren 

Chairman of the Board, Chief Executive Officer and President
February 26, 2010

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Annual Report of MGM MIRAGE (the “Company”) on Form 10-K for the period ending December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel J. D’Arrigo, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Daniel J. D’Arrigo  

Daniel J. D’Arrigo 

Executive Vice President, Chief Financial Officer and Treasurer 
February 26, 2010

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

EXHIBIT 99.1

DESCRIPTION OF OUR OPERATING RESORTS

          The following information describes each of our operating resorts, including their key amenities, features and awards.

     CityCenter

          We are a 50% partner in CityCenter with Infinity World Development Corporation, a wholly owned subsidiary of Dubai World, a Dubai, United Arab Emirates government decree entity. We manage the operations of CityCenter for a fee.

          CityCenter features Aria, a 4,000-room casino resort designed by world-famous architect Cesar Pelli. Aria hosts a collection of restaurants featuring several of the world’s most critically acclaimed chefs, including Jean-Georges Vongerichten’s Jean George Steakhouse, Sirio Maccioni’s Sirio, Michael Mina’s American Fish, Michelin 3-star chef Masayoshi Takayama’s BARMASA and Shaboo, and James Beard Foundation award winner Shawn McClain’s Sage. Aria also features Viva Elvis, a new production by Cirque du Soleil and several nightlife options including the nightclub Haze and Gold Lounge, a Graceland-inspired lounge. Additional amenities include 300,000 square feet of technologically advanced convention facilities, three primary pools with 50 cabanas and one European-style pool, and an 80,000 square feet two-level spa and salon. Aria is the world’s largest LEED Gold Certified building.

          CityCenter also features a non-gaming boutique hotel, the Mandarin Oriental Las Vegas. The exclusive Mandarin Oriental Las Vegas has almost 400 guestrooms and over 200 private residences. The Mandarin Oriental Las Vegas has six restaurants and bars, including Twist by Pierre Gagnaire and the elegant 23^rd floor Sky Lobby.

          Crystals, designed by Studio Daniel Libeskind and David Rockwell, is home to over 500,000 square feet of elite couture retail, dining, and entertainment venues with 425,000 square feet of leasable space. Retailers include Louis Vuitton, Tiffany & Co., and Gucci. Dining options include two Wolfgang Puck restaurants, Mastro’s Ocean Club, Eva Longoria Parker’s BESO VEGAS, and an English pub concept by Todd English. Crystals has achieved LEED Gold Certification.

          CityCenter boasts several unique residential buildings. Vdara, a LEED Gold Certified luxury condominium-hotel, features 1,495 rooms and Silk Road, a modern innovative restaurant by Martin Heierling along with a spa, salon, pool and lounge. Veer, opening in 2010, features approximately 670 residences in breathtaking twin 37-story towers.

          CityCenter is connected to the Bellagio and Monte Carlo with a state-of-the-art people mover system.

     Bellagio

          Bellagio is widely recognized as one of the premier destination resorts in the world. Located at the heart of the Las Vegas Strip, Bellagio has earned the prestigious Five Diamond award from the American Automobile Association (“AAA”) for the last eight years. The resort is richly decorated, including a conservatory filled with unique botanical displays that change with the seasons. At the front of Bellagio is an eight-acre lake featuring over 1,000 fountains that come alive at regular intervals in a choreographed ballet of water, music and lights. Bellagio offers 200,000 square feet of convention space for the discerning group planner. For both business and leisure customers, Bellagio’s restaurants offer the finest choices, including Five Diamond award winners Picasso and Le Cirque. Leisure travelers can also enjoy Bellagio’s expansive pool, world-class spa and Gallery of Fine Arts. Via Bellagio features luxury retail shops and restaurants.

          Bellagio features O, the timeless Cirque du Soleil production where world-class acrobats, synchronized swimmers, divers and characters perform in, on, and above water. Other entertainment options include the nightclub The Bank, and several unique bars and lounges. Bellagio is connected via a covered walkway with Vdara and by people mover to Crystals.

     MGM Grand Las Vegas

          MGM Grand Las Vegas, located on the corner of the Las Vegas Strip and Tropicana Avenue, is one of the largest casino resorts in the world, and is a recipient of the AAA’s Four Diamond award. In addition to the standard room offerings, the resort also offers several unique room offerings, including: West Wing, an area offering boutique-style rooms; Skylofts, ultra-suites on the 29^th floor featuring the ultimate in personal service and an AAA Five Diamond award winner; and the exclusive Mansion for premium gaming customers. MGM Grand Las Vegas features an extensive array of restaurants, including two restaurants by renowned chef Joël Robuchon — whose self-titled restaurant is an AAA Five Diamond award recipient and a recipient of a Michelin three-star rating — Craftsteak by Tom Colicchio, and NOBHILL and SeaBlue by Michael Mina. Other amenities include the Studio 54 nightclub, Tabu ultra lounge, numerous retail shopping outlets, a 380,000 square foot state-of-the-art conference center, 90,000 square foot trade show pavilion, and an extensive pool and spa complex.

          MGM Grand Las Vegas features the spectacular show KÀ, by Cirque du Soleil, performed in a custom-designed theatre seating almost 2,000 guests. The MGM Grand Garden is a special events center with a seating capacity of over 16,000 that provides a venue for premier concerts, as well as championship boxing and other special events.

          The Signature at MGM Grand is a condominium-hotel development featuring three 576-unit towers, which we manage as a hotel for owners electing to rent their units.

     Mandalay Bay

          Mandalay Bay is the first major resort on the Las Vegas Strip to greet visitors arriving by automobile from Southern California. This AAA Four Diamond, South Seas-themed resort features numerous restaurants, such as Charlie Palmer’s Aureole, Wolfgang Puck’s Trattoria Del Lupo, Hubert Keller’s Fleur de Lys, and Michael Mina’s Stripsteak. Mandalay Bay offers multiple entertainment venues that include a 12,000-seat special events arena, the House of Blues, and its most recent addition- the 1,734-seat showroom hosting the Tony^® Award winning Disney’s The Lion King. Additional nightlife amenities include: the rumjungle nightclub; Minus 5, an ice lounge; and eyecandy, a sound lounge and bar located at the center of the casino floor. Mandalay Bay also features the Shark Reef, exhibiting sharks, other fascinating sea creatures and kimono dragons. Mandalay Bay features an expansive pool and beach area, which includes a 6,000 square foot casino, a large wave pool, and Moorea, a European-style “ultra” beach. The resort also features a 30,000 square-foot spa.

          Included within Mandalay Bay is a Four Seasons Hotel with its own lobby, restaurants and pool and spa, providing visitors with ten years of AAA Five-Diamond-rated hospitality experience. THEhotel is an all-suite hotel tower within the Mandalay Bay complex. THEhotel includes its own spa and fitness center, a lounge and two restaurants, including Mix Las Vegas, created by famed chef Alain Ducasse and located on the top floor of THEhotel.

          The Mandalay Bay Conference Center is a convention and meeting complex adjacent to Mandalay Bay. The complex includes more than one million square feet of exhibit space. Including the Conference Center and Mandalay Bay’s other convention areas, Mandalay Bay offers almost two million gross square feet of conference and exhibit space. Connecting Mandalay Bay to Luxor is Mandalay Place, a retail center that includes approximately 90,000 square feet of retail space and restaurants by celebrity chefs Pierro Selvaggio, Hubert Keller and Rick Moonen.

     The Mirage

          The Mirage is a luxurious, tropically-themed resort located on a site at the center of the Las Vegas Strip. The Mirage is recognized by AAA as a Four Diamond resort. The exterior of the resort is landscaped with palm trees, abundant foliage and more than four acres of lagoons and other water features centered around a recently renovated and enhanced volcano that erupts every evening at regular intervals, with flames that spectacularly illuminate the front of the resort. Inside the front entrance is an atrium with a tropical garden and additional water features capped by a 100-foot-high glass dome, which is designed to replicate the sights, sounds and fragrances of the South Seas. Located at the rear of the hotel, adjacent to the swimming pool area, is a dolphin habitat featuring Atlantic bottlenose dolphins and The Secret Garden of Siegfried & Roy, an attraction that allows guests to view the beautiful exotic animals of Siegfried & Roy, the world-famous illusionists.

          The Mirage features a wide array of restaurants, including Kokomos, Japonais, Fin, Stack, Cravings, Carnegie Deli, BLT Burger by famed chef Laurent Tourondel, and the recently opened Rhumbar and B.B. King’s Blues Club. Entertainment at The Mirage features Love, by Cirque du Soleil and based on the works of the Beatles, as well as celebrity impressionist and ventriloquist Terry Fator, winner of NBC’s America’s Got Talent competition, who began performances in the Terry Fator theatre in February 2009. Nightlife options at The Mirage include Jet, a 16,000 square-foot nightclub, and the Beatles-themed lounge Revolution. The Mirage also has numerous retail shopping outlets and 170,000 square feet of convention space, including the 90,000-square foot Mirage Events Center.

2

     Luxor

          Luxor is a pyramid-shaped hotel and casino complex situated between Mandalay Bay and Excalibur. Luxor offers 20,000 square feet of convention space, a 20,000-square-foot spa, and food and entertainment venues on three different levels beneath a soaring hotel atrium. Nightlife and dining at Luxor includes the 26,000 square foot LAX nightclub, CatHouse, a seductive restaurant and lounge by celebrity chef Kerry Simon, T&T (Tacos and Tequila), and Liquidity, an interactive bar located in the center of the pyramid. The Luxor is home to Titanic: The Artifacts Exhibition and Bodies... The Exhibition. Luxor also features the Cirque du Soleil production show Believe featuring Criss Angel, a show by the comedian Carrot Top, and the adult dance revue Fantasy.

     Excalibur

          Excalibur is a castle-themed hotel and casino complex situated immediately north of Luxor at the corner of the Las Vegas Boulevard and Tropicana Avenue. Entertainment options at Excalibur include the long-running Tournament of Kings dinner show, the one-man comedy show Defending the Caveman, Emmy Award-winning Louie Anderson and the Thunder from Down Under male review. Excalibur’s public areas include a Renaissance fair, a medieval village, a lively midway, various artisans’ booths and specialty shops. In addition, Excalibur has several restaurants and bars including Dick’s Last Resort restaurant and bar. The property also features a 13,000-square-foot spa. Excalibur, Luxor and Mandalay Bay are connected by a tram allowing guests to travel easily from resort to resort.

     New York-New York

          New York-New York is located at the corner of the Las Vegas Strip and Tropicana Avenue. Pedestrian bridges link New York-New York with both MGM Grand Las Vegas and Excalibur. The architecture at New York-New York replicates many of New York City’s landmark buildings and icons, including the Statue of Liberty, the Empire State Building, the Brooklyn Bridge, and a Coney Island-style roller coaster. New York-New York also features several restaurants and numerous bars and lounges, including nationally recognized Coyote Ugly, ESPNZone and Nine Fine Irishmen, an authentic Irish Pub. New York-New York’s nightclub, RokVegas, features the first ever 360-degree video screen in a Las Vegas nightclub. New York-New York also features Zumanity by Cirque du Soleil.

     Monte Carlo

          Monte Carlo is located on the Las Vegas Strip adjacent to New York-New York. Monte Carlo is an AAA Four Diamond award winner. Monte Carlo has a palatial style reminiscent of the Belle Époque, the French Victorian architecture of the late 19th century. The resort offers a variety of restaurant offerings, including fine dining at Andre’s, The Pub featuring live entertainment, Diablo’s Cantina, and Brand Steakhouse. Monte Carlo is also home to renowned impressionist/comedian Frank Caliendo. Other resort amenities include a health spa, a beauty salon, and a 1,200-seat theatre featuring the world-renowned magician Lance Burton. Monte Carlo is connected to Aria via walkway and to Crystals via people mover through the Monte Carlo’s “Street of Dreams” retail area.

     Circus Circus Las Vegas

          Circus Circus Las Vegas is a circus-themed hotel and casino complex situated on the north end of the Las Vegas Strip. From a “Big Top” above the casino, Circus Circus Las Vegas offers its guests a variety of circus acts performed daily, free of charge. A mezzanine area overlooking the casino has a circus midway with carnival-style games and an arcade that offers a variety of amusements and electronic games. Specialty restaurants, a buffet, a coffee shop, snack bars, several cocktail bars and a variety of specialty shops are also available to guests. The Adventuredome, covering approximately five acres, offers theme park entertainment that includes thrills rides for adults and children, themed carnival-style midway games, an arcade, food kiosks and souvenir shops, all in a climate-controlled setting under a giant space-frame dome.

     Circus Circus Reno

          Circus Circus Reno is a circus-themed hotel and casino complex situated in downtown Reno, Nevada. Like its sister property in Las Vegas, Circus Circus Reno offers its guests a variety of circus acts performed daily, free of charge. A mezzanine area has a circus midway with carnival-style games and an arcade that offers a variety of amusements and electronic games. The property also has several restaurants, cocktail lounges, and retail shops.

3

     Silver Legacy

          We are a 50% participant with Eldorado Limited Liability Company in Circus and Eldorado Joint Venture, which owns and operates Silver Legacy, a hotel-casino and entertainment complex situated in downtown Reno, Nevada. Silver Legacy is located between Circus Circus Reno and the Eldorado Hotel & Casino, which is owned and operated by an affiliate of our joint venture partner at Silver Legacy. Silver Legacy is connected at the mezzanine level with Circus Circus Reno and the Eldorado by enclosed climate-controlled skyways above the streets between the respective properties. The resort’s exterior is themed to evoke images of historical Reno. Silver Legacy features several restaurants and bars, a special events center, custom retail shops, a health spa and an outdoor pool and sun deck.

     Gold Strike

          Gold Strike is an “Old West”-themed hotel-casino located on the east side of Interstate-15 in Jean, Nevada. Jean is located approximately 25 miles south of Las Vegas and approximately 15 miles north of the California-Nevada state line. The property has, among other amenities, a swimming pool, several restaurants, a banquet center, two gas stations, a gift shop and an arcade. The casino has a stage bar with regularly scheduled live entertainment and a casino bar.

     Railroad Pass

          Railroad Pass is located in Henderson, Nevada, a suburb located southeast of Las Vegas, and is situated along US Highway 93, the direct route between Las Vegas and Phoenix, Arizona. The property includes, among other amenities, full-service restaurants, a buffet, a gift shop, a swimming pool and a banquet facility. In contrast with our other Nevada properties, Railroad Pass caters to local residents, particularly from Henderson and Boulder City.

     MGM Grand Detroit

          MGM Grand Detroit is one of three casinos licensed in Detroit, Michigan and is operated by MGM Grand Detroit, LLC. MGM Grand Detroit, Inc., our wholly-owned subsidiary, holds a controlling interest in MGM Grand Detroit, LLC. A minority interest in MGM Grand Detroit, LLC is held by Partners Detroit, LLC, a Michigan limited liability company composed of a group of Detroit city, community and business leaders. MGM Grand Detroit is the city’s first and only downtown hotel, gaming, and entertainment destination built from the ground up. The resort features two restaurants by Michael Mina, the Wolfgang Puck Grille, exciting nightlife amenities, and a luxurious spa. Additional amenities include a private entrance and lobby for hotel guests and 30,000 square feet of meeting and events space.

     Beau Rivage

          Beau Rivage is located on a beachfront site where Interstate 110 meets the Gulf Coast in Biloxi, Mississippi. Following a dramatic $500 million renovation, the resort reopened in August 2006 after being closed for one year due to Hurricane Katrina. Beau Rivage blends world-class amenities with Southern hospitality and features elegantly remodeled guest rooms and suites, numerous restaurants, nightclubs and bars, a 1,550-seat theatre, an upscale shopping promenade, and a world-class spa and salon. The resort also has 50,000 square feet of convention space. Beau Rivage also features Fallen Oak, a world-class golf course designed by Tom Fazio located approximately 20 miles from Beau Rivage.

     Gold Strike Tunica

          Gold Strike Tunica is a dockside casino located along the Mississippi River, 20 miles south of Memphis and approximately three miles west of Mississippi State Highway 61, a major north/south highway connecting Memphis with Tunica County. The property features an 800-seat showroom, the Chicago Steakhouse, a coffee shop, a buffet, a food court, several cocktail lounges, and 12,000 square feet of meeting space. Gold Strike Tunica is part of a three-casino development covering approximately 72 acres. The other two casinos are owned and operated by unaffiliated third parties.

     Borgata

          The Borgata Hotel Casino and Spa is located at Renaissance Pointe in Atlantic City, New Jersey. In addition to its guest rooms and suites and extensive gaming floor, Borgata includes several specialty restaurants, retail shops, a European-style health spa, meeting space and unique entertainment venues. We own 50% of the limited liability company that owns Borgata. Boyd Gaming Corporation (“Boyd”) owns the other 50% and also operates the resort.

          Borgata opened a new hotel tower in 2008, the Water Club at Borgata, featuring 800 guestrooms and suites, along with a new spa, parking garage and meeting rooms.

4

     Grand Victoria

          We are a 50% participant with RBG, L.P. in an entity which owns Grand Victoria, a Victorian-themed riverboat casino and land-based entertainment complex in Elgin, Illinois, a suburb approximately 40 miles northwest of downtown Chicago. The riverboat offers dockside gaming, which means its operation is conducted at dockside without cruising. The property also features a dockside complex that contains an approximately 83,000-square-foot pavilion with a buffet, a fine dining restaurant and lounge, a 24-hour deli, a gourmet burger restaurant, a VIP lounge and a gift shop.

     MGM Grand Macau

          We own 50% of MGM Grand Paradise Limited, an entity which developed and operates MGM Grand Macau, a hotel-casino resort in Macau S.A.R. Pansy Ho Chiu-king owns the other 50% of MGM Grand Paradise Limited. MGM Grand Macau is located on a prime site and features an iconic tower for the Macau skyline. The resort features 16 private gaming salons for preferred customers, and the signature Grande Praca, showing Portuguese-inspired architecture, dramatic landscapes and a glass ceiling rising over 80 feet above the floor of the resort. In addition, MGM Grand Macau offers luxurious amenities, including a variety of diverse restaurants, world-class pool and spa facilities, and over 15,000 square feet of convertible convention space.

     Golf Courses

          We own and operate an exclusive world-class golf course, Shadow Creek, designed by Tom Fazio and located approximately ten miles north of our Las Vegas Strip resorts. Shadow Creek was closed from May to December 2008 for renovations and to build a world-class short-game area. Shadow Creek is consistently highly ranked in Golf Digest’s ranking of America’s 100 Greatest Public Courses. We also own the Primm Valley Golf Club designed by Tom Fazio located four miles south of the Primm Valley Resorts in California, which includes two 18-hole championship courses and is operated by a third party. In Mississippi, we own and operate Fallen Oak, a championship golf course also designed by Tom Fazio, that is located approximately 20 miles from Beau Rivage.

5

EX-99.2

EXHIBIT 99.2

DESCRIPTION OF REGULATION AND LICENSING

          The gaming industry is highly regulated, and we must maintain our licenses and pay gaming taxes to continue our operations. Each of our casinos is subject to extensive regulation under the laws, rules and regulations of the jurisdiction where it is located. These laws, rules and regulations generally concern the responsibility, financial stability and character of the owners, managers, and persons with financial interest in the gaming operations. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions.

          In addition to gaming regulations, our businesses are subject to various federal, state and local laws and regulations of the countries and states in which we operate. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters, employment and immigration, currency transactions, taxation, zoning and building codes, marketing and advertising, timeshare, lending, privacy, telemarketing, and regulations applicable under the Office of Foreign Asset Control and the Foreign Corrupt Practices Act. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. From time to time, we may be subject to regulatory actions, fines, penalties, and potential criminal prosecution. Any material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities or material regulatory actions, fines, penalties, or criminal prosecution could adversely affect our business and operating results.

Nevada Government Regulation

          The ownership and operation of our casino gaming facilities in Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the “Nevada Act”) and various local regulations. Our gaming operations are subject to the licensing and regulatory control of the Nevada Gaming Commission (the “Nevada Commission”), the Nevada State Gaming Control Board (the “Nevada Board”) and various county and city licensing agencies (the “local authorities”). The Nevada Commission, the Nevada Board, and the local authorities are collectively referred to as the “Nevada Gaming Authorities.”

          The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things:

• the prevention of unsavory or unsuitable persons from having direct or indirect involvement with gaming at any time or in any capacity;

• the establishment and maintenance of responsible accounting practices;

• the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;

• providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;

• the prevention of cheating and fraudulent practices; and

• providing a source of state and local revenues through taxation and licensing fees.

          Any change in the laws, regulations and supervisory procedures of the Nevada Gaming Authorities could have an adverse effect on our gaming operations, our business, and our results of operations.

          Each of our subsidiaries that currently operate casinos in Nevada (collectively the “Nevada casino licensees”) is required to be licensed by the Nevada Gaming Authorities. Each gaming license requires the periodic payment of fees and taxes and is not transferable. MGM Grand Hotel, LLC, New York-New York Hotel & Casino, LLC, Bellagio, LLC, MGM MIRAGE Manufacturing Corp., and Aria Resort & Casino, LLC are also licensed as manufacturers and distributors of gaming devices (collectively, the “Nevada manufacturer and distributor licensees”). Certain of our subsidiaries have also been licensed or found suitable as shareholders, members, or general partners, as relevant, of the Nevada casino licensees and of the Nevada manufacturer and distributor licensees. The Nevada casino licensees, Nevada manufacturer and Nevada distributor licensees, and the foregoing subsidiaries are collectively referred to as the “licensed subsidiaries.”

          We, along with Mirage Resorts, Incorporated and Mandalay Resort Group, are required to be registered by the Nevada Commission as publicly traded corporations (collectively, the “Nevada registered corporations”) and as such, each of us is required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information that the Nevada Commission may require. No person may become a stockholder or member of, or receive any percentage of profits from Nevada licensed subsidiaries without first obtaining licenses and approvals from the Nevada Gaming Authorities. Additionally, the local authorities have taken the position that they have the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming licensee. The Nevada registered corporations and the Nevada licensed subsidiaries have obtained from the Nevada Gaming Authorities the various registrations, approvals, permits and licenses required in order to engage in gaming activities in Nevada.

          The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, the Nevada registered corporations or any of the Nevada licensed subsidiaries to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, directors and certain key employees of the Nevada licensed subsidiaries must file applications with the Nevada Gaming Authorities and may be required to be licensed by the Nevada Gaming Authorities. Officers, directors and key employees of the Nevada registered corporations who are actively and directly involved in the gaming activities of the Nevada licensed subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing or a finding of suitability for any cause they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability, or the gaming licensee by which the applicant is employed or for whom the applicant serves, must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities, and in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

          If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or to continue having a relationship with the Nevada registered corporations or the Nevada licensed subsidiaries, such Nevada registered corporations or Nevada licensed subsidiaries, as applicable, would have to sever all relationships with that person. In addition, the Nevada Commission may require the Nevada registered corporations or the Nevada licensed subsidiaries to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or of questions pertaining to licensing are not subject to judicial review in Nevada.

          The Nevada registered corporations and the Nevada casino licensees are required to submit detailed financial and operating reports to the Nevada Commission. Substantially all of the Nevada registered corporations’ and the Nevada licensed subsidiaries’ material loans, leases, sales of securities and similar financing transactions must be reported to or approved by the Nevada Commission.

          If the Nevada Commission determined that we or a Nevada licensed subsidiary violated the Nevada Act, it could limit, condition, suspend or revoke, subject to compliance with certain statutory and regulatory procedures, the Nevada gaming licenses and those of our Nevada licensed subsidiaries. In addition, the Nevada registered corporations and the Nevada licensed subsidiaries and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor could be appointed by the Nevada Commission to operate the gaming establishments and, under certain circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the gaming establishments) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming license or the appointment of a supervisor could (and revocation of any gaming license would) materially adversely affect our gaming operations.

          Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated, and have his or her suitability as a beneficial holder of the voting securities determined if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

          The Nevada Act requires any person who acquires more than 5% of any class of our voting securities to report the acquisition to the Nevada Commission. The Nevada Act requires that beneficial owners of more than 10% of any class of our voting securities apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails the written notice requiring such filing. Under certain circumstances, an “institutional investor” as defined in the Nevada Act, which acquires more than 10% but not more than 15% of any class of our voting securities, may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained a waiver may, in certain circumstances, own up to 29% of the voting securities of a registered company for a limited time and maintain the waiver.

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          An institutional investor will be deemed to hold voting securities for investment purposes if it acquires and holds the voting securities in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, management, policies or operations or any of our gaming affiliates, or any other action that the Nevada Commission finds to be inconsistent with holding our voting securities for investment purposes only. Activities that are not deemed to be inconsistent with holding voting securities for investment purposes only include:

• voting on all matters voted on by stockholders;

• making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and

• such other activities as the Nevada Commission may determine to be consistent with such investment intent.

          If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation.

          Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Commission or the Chairman of the Nevada Board, or who refuses or fails to pay the investigative costs incurred by the Nevada Gaming Authorities in connection with investigation of its application may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of our common stock beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us or a Nevada licensed subsidiary, we or any of the Nevada licensed subsidiaries:

• pays that person any dividend or interest upon any of our voting securities;

• allows that person to exercise, directly or indirectly, any voting right conferred through securities held by that person,

• pays remuneration in any form to that person for services rendered or otherwise, or

• fails to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities including if necessary, the immediate purchase of the voting securities for cash at fair market value.

          The Nevada Commission may, in its discretion, require the holder of any debt security of the Nevada registered corporations to file an application, be investigated and be found suitable to hold the debt security. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the registered corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it:

• pays to the unsuitable person any dividend, interest, or any distribution whatsoever;

• recognizes any voting right by such unsuitable person in connection with such securities;

• pays the unsuitable person remuneration in any form; or

• makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

          We are required to maintain a current stock ledger in Nevada that may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner. The Nevada Commission has the power to require the Nevada registered corporations’ stock certificates to bear a legend indicating that such securities are subject to the Nevada Act. However, to date, the Nevada Commission has not imposed such a requirement on the Nevada registered corporations.

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          The Nevada registered corporations may not make a public offering of any securities without the prior approval of the Nevada Commission if the securities or the proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or for similar purposes. An approval, if given, does not constitute a finding, recommendation or approval by the Nevada Commission or the Nevada Board as to the accuracy or adequacy of the prospectus or the investment merits of the securities. Any representation to the contrary is unlawful.

          On July 23, 2009, the Nevada Commission granted the Nevada registered corporations prior approval to make public offerings for a period of two years, subject to certain conditions (the “shelf approval”). The shelf approval also includes approval for the Nevada registered corporations to place restrictions on the transfer of any equity security issued by the Nevada licensed subsidiaries and to enter into agreements not to encumber such securities, pursuant to any public offering made under the shelf approval. However, the shelf approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada Board. The shelf approval does not constitute a finding, recommendation or approval by the Nevada Commission or the Nevada Board as to the accuracy or adequacy of the prospectus or other disclosure document by which securities are offered or the investment merits of the securities offered. Any representation to the contrary is unlawful.

          Changes in control of the Nevada registered corporations through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby he or she obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a registered corporation must satisfy the Nevada Board and the Nevada Commission concerning a variety of stringent standards prior to assuming control of the registered corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction.

          The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defensive tactics affecting Nevada gaming licensees, and registered corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to:

• assure the financial stability of corporate gaming operators and their affiliates;

• preserve the beneficial aspects of conducting business in the corporate form; and

• promote a neutral environment for the orderly governance of corporate affairs.

          Approvals are, in certain circumstances, required from the Nevada Commission before we can make exceptional repurchases of voting securities above the current market price and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of recapitalization proposed by a registered corporation’s board of directors in response to a tender offer made directly to the registered corporation’s stockholders for the purpose of acquiring control of that corporation.

          License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the local authorities. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon either:

• a percentage of the gross revenues received;

• the number of gaming devices operated; or

• the number of table games operated.

          The tax on gross revenues received is generally 6.75%. A live entertainment tax is also paid on charges for admission to any facility where certain forms of live entertainment are provided. The Nevada manufacturer and distributor licensees also pay certain fees and taxes to the State of Nevada.

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          Because we are involved in gaming ventures outside of Nevada, we are required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Nevada Board of our participation in such foreign gaming. The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. Thereafter, we are also required to comply with certain reporting requirements imposed by the Nevada Act. We would be subject to disciplinary action by the Nevada Commission if we:

• knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation,;

• fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations;

• engage in any activity or enter into any association that is unsuitable because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada;

• engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or

• employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability, or who has been found guilty of cheating at gambling.

           The sale of alcoholic beverages by the Nevada licensed subsidiaries is subject to licensing, control and regulation by the applicable local authorities. All licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could (and revocation would) have a material adverse effect upon our operations.

     Michigan Government Regulation and Taxation

          The Michigan Gaming Control and Revenue Act (the “Michigan Act”) subjects the owners and operators of casino gaming facilities to extensive state licensing and regulatory requirements. The Michigan Act also authorizes local regulation of casino gaming facilities by the City of Detroit, provided that any such local ordinances regulating casino gaming are consistent with the Michigan Act, and rules promulgated to implement it. We are subject to the Michigan Act through our ownership interest in MGM Grand Detroit, LLC (the “Michigan licensed subsidiary”) which operates MGM Grand Detroit. Our ownership interest in MGM Grand Detroit, LLC is held by our wholly-owned subsidiary MGM Grand Detroit, Inc.

          The Michigan Act creates the Michigan Gaming Control Board (the “Michigan Board”) and authorizes it to grant casino licenses to not more than three applicants who have entered into development agreements with the City of Detroit. The Michigan Board is granted extensive authority to conduct background investigations and determine the suitability of casino license applicants, affiliated companies, officers, directors, or managerial employees of applicants and affiliated companies and persons or entities holding a one percent or greater direct or indirect interest in an applicant or affiliated company. Institutional investors holding less than certain specified amounts of our debt or equity securities are exempted from meeting the suitability requirements of the Michigan Act since we are a publicly traded corporation, and provided that the securities were purchased for investment purposes only and not for the purpose of influencing or affecting our affairs. Any person who supplies goods or services to the Michigan licensed subsidiary which are directly related to, used in connection with, or affecting gaming, and any person who supplies other goods or services to the Michigan licensed subsidiary on a regular and continuing basis, must obtain a supplier’s license from the Michigan Board. In addition, any individual employed by the Michigan licensed subsidiary or by a supplier licensee whose work duties are related to or involved in the gaming operation or are performed in a restricted area or a gaming area of the Michigan licensed subsidiary must obtain an occupational license from the Michigan Board.

          The Michigan Act imposes the burden of proof on the applicant for a casino license to establish its suitability to receive and hold the license. The applicant must establish its suitability as to integrity, moral character and reputation, business probity, financial ability and experience, responsibility, and other criteria deemed appropriate by the Michigan Board. A casino license is valid for a period of one year and the Michigan Board may refuse to renew it upon a determination that the licensee no longer meets the requirements for licensure.

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          The Michigan Board may, among other things, revoke, suspend or restrict the Michigan licensed subsidiary’s casino license. The Michigan licensed subsidiary is also subject to fines or forfeiture of assets for violations of gaming or liquor control laws or rules. In the event that the Michigan licensed subsidiary’s license is revoked or suspended for more than 120 days, the Michigan Act provides for the appointment of a conservator who, among other things, is required to preserve the assets to ensure that they shall continue to be operated in a sound and businesslike manner, or upon order of the Michigan Board, to sell or otherwise transfer the assets to another person or entity who meets the requirements of the Michigan Act for licensure, subject to certain approvals and consultations.

          The Michigan Board has adopted administrative rules to implement the terms of the Michigan Act. Among other things, the rules impose more detailed substantive and procedural requirements with respect to casino licensing and operations. Included are requirements regarding such things as licensing investigations and hearings, record keeping and retention, contracting, reports to the Michigan Board, internal control and accounting procedures, security and surveillance, extensions of credit to gaming patrons, conduct of gaming, and transfers of ownership interests in licensed casinos. The rules also establish numerous Michigan Board procedures regarding licensing, disciplinary and other hearings, and similar matters. The rules have the force of law and are binding on the Michigan Board as well as on applicants for or holders of casino licenses.

          The Michigan Liquor Control Commission licenses, controls and regulates the sale of alcoholic beverages by the Michigan licensed subsidiary pursuant to the Michigan Liquor Control Code of 1998. The Michigan Act also requires that the Michigan licensed subsidiary sell in a manner consistent with the Michigan Liquor Control Code.

          The Detroit City Council enacted an ordinance entitled “Casino Gaming Authorization and Casino Development Agreement Certification and Compliance.” The ordinance authorizes casino gaming only by operators who are licensed by the Michigan Board and are parties to a development agreement which has been approved and certified by the City Council and is currently in effect, or are acting on behalf of such parties. The development agreement among the City of Detroit, MGM Grand Detroit, LLC and the Economic Development Corporation of the City of Detroit has been so approved and certified and is currently in effect. Under the ordinance, the Michigan licensed subsidiary is required to submit to the Mayor of Detroit and to the City Council periodic reports regarding its compliance with the development agreement or, in the event of non-compliance, reasons for non-compliance and an explanation of efforts to comply. The ordinance requires the Mayor of Detroit to monitor each casino operator’s compliance with its development agreement, to take appropriate enforcement action in the event of default and to notify the City Council of defaults and enforcement action taken; and, if a development agreement is terminated, it requires the City Council to transmit notice of such action to the Michigan Board within five business days along with the City of Detroit’s request that the Michigan Board revoke the relevant operator’s certificate of suitability or casino license. If a development agreement is terminated, the Michigan Act requires the Michigan Board to revoke the relevant operator’s casino license upon the request of the City of Detroit.

          The administrative rules of the Michigan Board prohibit the Michigan licensed subsidiary or us from entering into a debt transaction affecting the capitalization or financial viability of MGM Grand Detroit without prior approval from the Michigan Board. On October 14, 2003, the Michigan Board authorized the Michigan licensed subsidiary to borrow under our credit facilities for the purpose of financing the development of its permanent casino and the future expansion thereof, maintenance capital expenditures for its temporary and permanent casinos and the cost of renovating the temporary casino facility for adaptive re-use and/or sale following the completion of the permanent casino, and to secure such borrowings with liens upon substantially all of its assets. In the same order, the Michigan Board authorized MGM Grand Detroit, Inc. to pledge its equity interest in MGM Grand Detroit, LLC to secure such borrowings. Enforcement of a security interest in MGM Grand Detroit, LLC is limited by the Michigan Act and the rules of the Michigan Board. Specifically, acquisitions resulting in an interest of more than one percent of an entity, other than a publicly traded corporation, holding a casino license are subject to the approval of the Michigan Board, and persons acquiring such interests must be found suitable by the Michigan Board.

          The Michigan Act effectively provides for a wagering tax equal to 24% of adjusted gross receipts from gaming operation conducted at a temporary casino. Once the Michigan Board determines that a casino licensee has operated a permanent casino complex for 30 consecutive days and is in compliance with its development agreement with the City of Detroit, the wagering tax rate must be reduced to 19% retroactive to the beginning of the 30-day period. By a resolution adopted December 11, 2007, the Michigan Board determined that MGM Grand Detroit, LLC met the requirements for the reduction in the wagering tax and the rate was reduced to 19% retroactive to October 3, 2007. Proceeds of the wagering tax are shared between the State of Michigan and the City of Detroit. In addition to the wagering tax, the Michigan Act establishes an annual municipal service fee equal to the greater of $4 million or 1.25% of adjusted gross receipts to be paid to the City of Detroit to defray its cost of hosting casinos, and an annual assessment, as adjusted annually based upon a consumer price index, in the initial amount of approximately $8.3 million to be paid to Michigan to defray its regulatory enforcement and other casino-related costs. These payments are in addition to the taxes, fees and assessments customarily paid by business entities situated in Detroit. The development agreement also obligates the licensed subsidiary to pay $34 million to the City of Detroit and $10 million to Detroit’s Minority Business Development Fund, both of which payments have been made. From and after January 1, 2006, the Michigan licensed subsidiary is also obligated to pay 1% of its adjusted gross receipts to the City of Detroit, to be increased to 2% of its adjusted gross receipts in any calendar year in which adjusted gross receipts exceed $400 million.

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     Mississippi Government Regulation

          We conduct our Mississippi gaming operations through two indirect subsidiaries, Beau Rivage Resorts, Inc., which owns and operates Beau Rivage in Biloxi, Mississippi, and Circus Circus Mississippi, Inc., which owns and operates the Gold Strike Casino in Tunica County, Mississippi (collectively, the “Mississippi casino licensees”). Beau Rivage Distribution Corp. (the “Mississippi distributor licensee”), a wholly-owned subsidiary of Beau Rivage Resorts, Inc., is licensed as a Mississippi distributor of gaming devices. Collectively, the Mississippi casino licensees and Mississippi distributor licensee are referred to as the “Mississippi licensed subsidiaries.” The ownership and operation of casino facilities in Mississippi are subject to extensive state and local regulation, but primarily the licensing and regulatory control of the Mississippi Gaming Commission and the Mississippi State Tax Commission.

          The Mississippi Gaming Control Act (the “Mississippi Act”) legalized casino gaming in Mississippi. Although not identical, the Mississippi Act is similar to the Nevada Gaming Control Act. The Mississippi Gaming Commission adopted regulations in furtherance of the Mississippi Act which are also similar in many respects to the Nevada gaming regulations. The laws, regulations and supervisory procedures of Mississippi and the Mississippi Gaming Commission seek to:

• prevent unsavory or unsuitable persons from having any direct or indirect involvement with gaming at any time or in any capacity;

• establish and maintain responsible accounting practices and procedures;

• maintain effective control over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and safeguarding of assets and revenues, providing reliable record keeping and making periodic reports to the Mississippi Gaming Commission;

• prevent cheating and fraudulent practices;

• provide a source of state and local revenues through taxation and licensing fees; and

• ensure that gaming licensees, to the extent practicable, employ Mississippi residents.

          The regulations are subject to amendment and interpretation by the Mississippi Gaming Commission. Changes in Mississippi law or the regulations or the Mississippi Gaming Commission’s interpretations thereof may limit or otherwise materially affect the types of gaming that may be conducted, and could have a material adverse effect on us and our Mississippi gaming operations.

          The Mississippi Act provides for legalized gaming at the discretion of the 14 counties that either border the Gulf Coast or the Mississippi River, but only if the voters in such counties have not voted to prohibit gaming in that county. As of January 1, 2010, gaming was permissible in nine of the 14 eligible counties in the state and gaming operations had commenced in Adams, Coahoma, Hancock, Harrison, Tunica, Warren and Washington counties. Prior to Hurricane Katrina, Mississippi law required that gaming vessels be located on the Mississippi River or on navigable waters in eligible counties along the Mississippi River, or in the waters of the State of Mississippi lying south of the state in eligible counties along the Mississippi Gulf Coast. Subsequent to Hurricane Katrina, on October 17, 2005, changes to the law became effective which allowed gaming facilities to be constructed on land in the three Gulf Coast counties, provided that no portion of the gaming facilities is located more than 800 feet from the mean high water line of the Mississippi Sound or designated bays on the Sound. The 800-foot limit does not apply to non-gaming facilities. The law permits unlimited stakes gaming on permanently moored dockside vessels or in land-based facilities on a 24-hour basis and does not restrict the percentage of space which may be utilized for gaming. There are no limitations on the number of gaming licenses which may be issued in Mississippi. The legal age for gaming in Mississippi is 21.

          The Mississippi licensed subsidiaries are subject to the licensing and regulatory control of the Mississippi Gaming Commission. Gaming licenses require the periodic payment of fees and taxes and are not transferable. Gaming licenses are issued for a maximum term of three years and must be renewed periodically thereafter. The current licenses of the Mississippi licensed subsidiaries are effective through June 22, 2012.

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          We are registered by the Mississippi Gaming Commission under the Mississippi Act as a publicly traded holding company of the Mississippi licensed subsidiaries. As a registered publicly traded corporation, we are subject to the licensing and regulatory control of the Mississippi Gaming Commission, and are required to periodically submit detailed financial, operating and other reports to the Mississippi Gaming Commission and furnish any other information which the Mississippi Gaming Commission may require. If we are unable to satisfy the registration requirements of the Mississippi Act, we and the Mississippi licensed subsidiaries cannot own or operate gaming facilities in Mississippi. The Mississippi licensed subsidiaries are also required to periodically submit detailed financial, operating and other reports to the Mississippi Gaming Commission and the Mississippi State Tax Commission and to furnish any other information required thereby. No person may become a stockholder of or receive any percentage of profits from the Mississippi licensed subsidiaries without first obtaining licenses and approvals from the Mississippi Gaming Commission.

          Certain of our officers, directors and employees must be found suitable or be licensed by the Mississippi Gaming Commission. We believe that we have applied for all necessary findings of suitability with respect to these persons, although the Mississippi Gaming Commission, in its discretion, may require additional persons to file applications for findings of suitability. In addition, any person having a material relationship or involvement with us may be required to be found suitable, in which case those persons must pay the costs and fees associated with the investigation. A finding of suitability requires submission of detailed personal and financial information followed by a thorough investigation. There can be no assurance that a person who is subject to a finding of suitability will be found suitable by the Mississippi Gaming Commission. The Mississippi Gaming Commission may deny an application for a finding of suitability for any cause that it deems reasonable. Findings of suitability must be periodically renewed.

          Changes in certain licensed positions must be reported to the Mississippi Gaming Commission. In addition to its authority to deny an application for a finding of suitability, the Mississippi Gaming Commission has jurisdiction to disapprove a change in a licensed position. The Mississippi Gaming Commission has the power to require us to suspend or dismiss officers, directors and other key employees or sever relationships with other persons who refuse to file appropriate applications or whom the authorities find unsuitable to act in their capacities.

          Employees associated with gaming must obtain work permits that are subject to immediate suspension. The Mississippi Gaming Commission will refuse to issue a work permit to a person convicted of a felony and it may refuse to issue a work permit to a gaming employee if the employee has committed various misdemeanors or knowingly violated the Mississippi Act or for any other reasonable cause.

          At any time, the Mississippi Gaming Commission has the power to investigate and require a finding of suitability of any of our record or beneficial stockholders, regardless of the percentage of ownership. Mississippi law requires any person who acquires more than 5% of our voting securities to report the acquisition to the Mississippi Gaming Commission, and that person may be required to be found suitable. Also, any person who becomes a beneficial owner of more than 10% of our voting securities, as reported to the Mississippi Gaming Commission, must apply for a finding of suitability by the Mississippi Gaming Commission. An applicant for finding of suitability must pay the costs and fees that the Mississippi Gaming Commission incurs in conducting the investigation. The Mississippi Gaming Commission has generally exercised its discretion to require a finding of suitability of any beneficial owner of more than 5% of a registered public or private company’s voting securities. However, the Mississippi Gaming Commission has adopted a regulation that permits certain institutional investors to own beneficially up to 15% and, under certain circumstances, up to 19%, of a registered or licensed company’s voting securities without a finding of suitability.

          Under the regulations, an “institutional investor,” as defined therein, may apply to the Executive Director of the Mississippi Gaming Commission for a waiver of a finding of suitability if such institutional investor (i) beneficially owns up to 15% (or, in certain circumstances, up to 19%) of the voting securities of a registered or licensed company, and (ii) holds the voting securities for investment purposes only. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of the registered or licensed company, any change in the registered or licensed company’s corporate charter, bylaws, management, policies or operations of the registered public or private company or any of its gaming affiliates, or any other action which the Mississippi Gaming Commission finds to be inconsistent with holding the registered or licensed company’s voting securities for investment purposes only.

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          Activities that are not deemed to be inconsistent with holding voting securities for investment purposes only include:

• voting, directly or indirectly through the delivery of a proxy furnished by the board of directors, on all matters voted upon by the holders of such voting securities;

• serving as a member of any committee of creditors or security holders formed in connection with a debt restructuring;

• nominating any candidate for election or appointment to the board of directors in connection with a debt restructuring;

• accepting appointment or election (or having a representative accept appointment or election) as a member of the board of directors in connection with a debt restructuring and serving in that capacity until the conclusion of the member’s term;

• making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and

• such other activities as the Mississippi Gaming Commission may determine to be consistent with such investment intent.

          If a stockholder who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The Mississippi Gaming Commission may at any time dissolve, suspend, condition, limit or restrict a finding of suitability to own a registered public company’s equity interests for any cause it deems reasonable.

          We may be required to disclose to the Mississippi Gaming Commission upon request the identities of the holders of any of our debt or other securities. In addition, under the Mississippi Act, the Mississippi Gaming Commission may, in its discretion, require holders of our debt securities to file applications, investigate the holders, and require the holders to be found suitable to own the debt securities.

          Although the Mississippi Gaming Commission generally does not require the individual holders of obligations such as notes to be investigated and found suitable, the Mississippi Gaming Commission retains the discretion to do so for any reason, including but not limited to a default, or where the holder of the debt instrument exercises a material influence over the gaming operations of the entity in question. Any holder of debt securities required to apply for a finding of suitability must pay all investigative fees and costs of the Mississippi Gaming Commission in connection with the investigation.

          Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Mississippi Gaming Commission may be found unsuitable. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of our securities beyond the time that the Mississippi Gaming Commission prescribes, may be guilty of a misdemeanor. We will be subject to disciplinary action if, after receiving notice that a person is unsuitable to be a stockholder, a holder of our debt securities or to have any other relationship with us, we:

• pay the unsuitable person any dividend, interest or other distribution whatsoever;

• recognize the exercise, directly or indirectly, of any voting rights conferred through such securities held by the unsuitable person;

• pay the unsuitable person any remuneration in any form for services rendered or otherwise, except in limited and specific circumstances;

• make any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction; or

• fail to pursue all lawful efforts to require the unsuitable person to divest himself or herself of the securities, including, if necessary, the immediate purchase of the securities for cash at a fair market value.

          The Mississippi licensed subsidiaries must maintain in Mississippi a current ledger with respect to the ownership of their equity securities and we must maintain in Mississippi a current list of our stockholders which must reflect the record ownership of each outstanding share of any equity security issued by us. The ledger and stockholder lists must be available for inspection by the Mississippi Gaming Commission at any time. If any of our securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Mississippi Gaming Commission. A failure to make that disclosure may be grounds for finding the record holder unsuitable. We must also render maximum assistance in determining the identity of the beneficial owner.

          The Mississippi Act requires that the certificates representing securities of a registered publicly traded corporation bear a legend to the general effect that the securities are subject to the Mississippi Act and the regulations of the Mississippi Gaming Commission. On May 28, 2009, the Mississippi Gaming Commission granted us a waiver of this legend requirement. The Mississippi Gaming Commission has the power to impose additional restrictions on us and the holders of our securities at any time.

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          Substantially all loans, leases, sales of securities and similar financing transactions by the Mississippi licensed subsidiaries must be reported to or approved by the Mississippi Gaming Commission. The licensed subsidiaries may not make a public offering of their securities, but may pledge or mortgage casino facilities with the prior approval of the Mississippi Gaming Commission. We may not make a public offering of our securities without the prior approval of the Mississippi Gaming Commission if any part of the proceeds of the offering is to be used to finance the construction, acquisition or operation of gaming facilities in Mississippi or to retire or extend obligations incurred for those purposes. The approval, if given, does not constitute a recommendation or approval of the accuracy or adequacy of the prospectus or the investment merits of the securities subject to the offering. On May 28, 2009, the Mississippi Gaming Commission granted us a waiver of the prior approval requirement for our securities offerings for a period of three years, subject to certain conditions. The waiver may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Executive Director of the Mississippi Gaming Commission.

          Under the regulations of the Mississippi Gaming Commission, the Mississippi licensed subsidiaries may not guarantee a security issued by us pursuant to a public offering, or pledge their assets to secure payment or performance of the obligations evidenced by such a security issued by us, without the prior approval of the Mississippi Gaming Commission. Similarly, we may not pledge the stock or other ownership interests of the Mississippi licensed subsidiaries, nor may the pledgee of such ownership interests foreclose on such a pledge, without the prior approval of the Mississippi Gaming Commission. Moreover, restrictions on the transfer of an equity security issued by us and agreements not to encumber such securities granted by us are ineffective without the prior approval of the Mississippi Gaming Commission. The waiver of the prior approval requirement for our securities offerings received from the Mississippi Gaming Commission on May 18, 2006 includes a waiver of the prior approval requirement for such guarantees, pledges and restrictions of the Mississippi licensed subsidiaries, subject to certain conditions.

          We cannot change our control through merger, consolidation, acquisition of assets, management or consulting agreements or any form of takeover without the prior approval of the Mississippi Gaming Commission. The Mississippi Gaming Commission may also require controlling stockholders, officers, directors, and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

          The Mississippi Legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and other corporate defensive tactics that affect corporate gaming licensees in Mississippi and corporations whose stock is publicly traded that are affiliated with those licensees may be injurious to stable and productive corporate gaming. The Mississippi Gaming Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Mississippi’s gaming industry and to further Mississippi’s policy to assure the financial stability of corporate gaming operators and their affiliates, preserve the beneficial aspects of conducting business in the corporate form, and promote a neutral environment for the orderly governance of corporate affairs.

          We may be required to obtain approval from the Mississippi Gaming Commission before we may make exceptional repurchases of voting securities in excess of the current market price of its common stock (commonly called “greenmail”) or before we may consummate a corporate acquisition opposed by management. The regulations also require prior approval by the Mississippi Gaming Commission if we adopt a plan of recapitalization proposed by our Board of Directors opposing a tender offer made directly to the stockholders for the purpose of acquiring control of us.

          Neither we nor the Mississippi casino licensees may engage in gaming activities in Mississippi while we, the Mississippi casino licensees and/or persons found suitable to be associated with the gaming license of the Mississippi casino licensees conduct gaming operations outside of Mississippi without approval of the Mississippi Gaming Commission. The Mississippi Gaming Commission may require that it have access to information concerning our, and our affiliates’, out-of-state gaming operations. Our gaming operations in Nevada were approved by the Mississippi Gaming Commission when each of the Mississippi casino licenses were first licensed in Mississippi. We have received waivers of foreign gaming approval from the Mississippi Gaming Commission for the conduct of active or planned gaming operations in Illinois, Michigan, New Jersey, California, New York, Connecticut, the United Kingdom and Macau, and for cruises with Royal Caribbean Cruise Lines or Carnival Cruise Lines which originate from the United States or numerous other jurisdictions and may be required to obtain the approval or a waiver of such approval from the Mississippi Gaming Commission before engaging in any additional future gaming operations outside of Mississippi.

          If the Mississippi Gaming Commission decides that the Mississippi licensed subsidiaries violated a gaming law or regulation, the Mississippi Gaming Commission could limit, condition, suspend or revoke the license of the subsidiary. In addition, we, the Mississippi licensed subsidiaries and the persons involved could be subject to substantial fines for each separate violation. A violation under any of our other operating subsidiaries’ gaming licenses may be deemed a violation of the Mississippi casino licensees’ gaming license. Because of a violation, the Mississippi Gaming Commission could attempt to appoint a supervisor to operate the casino facilities. Limitation, conditioning or suspension of the Mississippi casino licensees’ gaming license or our registration as a publicly traded holding company, or the appointment of a supervisor could, and the revocation of any gaming license or registration would, materially adversely affect our Mississippi gaming operations.

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          The Mississippi licensed subsidiaries must pay license fees and taxes, computed in various ways depending on the type of gaming involved, to the State of Mississippi and to the county or city in which the licensed gaming subsidiary conducts operations. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon a percentage of gross gaming revenues, the number of slot machines operated by the casino, and the number of table games operated by the casino.

          The license fee payable to the State of Mississippi is based upon “gross revenues,” generally defined as cash receipts less cash payouts to customers as winnings, and generally equals 8% of gross revenue. These license fees are allowed as a credit against our Mississippi income tax liability for the year paid. The gross revenue fee imposed by the Mississippi cities and counties in which casino operations are located is in addition to the fees payable to the State of Mississippi and equals approximately 4% of gross revenue.

          The Mississippi Gaming Commission adopted a regulation in 1994 requiring as a condition of licensure or license renewal that a gaming establishment’s plan include a 500-car parking facility in close proximity to the casino complex and infrastructure facilities which will amount to at least 25% of the casino cost. Infrastructure facilities are defined in the regulation to include a hotel with at least 250 rooms, theme park, golf course and other similar facilities. Beau Rivage and Gold Strike Tunica are in compliance with this requirement. On January 21, 1999, the Mississippi Gaming Commission adopted an amendment to this regulation which increased the infrastructure requirement to 100% from the existing 25%; however, the regulation grandfathers existing licensees and applies only to new casino projects and casinos that are not operating at the time of acquisition or purchase, and would therefore not apply to Beau Rivage and Gold Strike Tunica. In any event, Beau Rivage and Gold Strike Tunica would comply with such requirement.

          Both the local jurisdiction and the Alcoholic Beverage Control Division of the Mississippi State Tax Commission license, control and regulate the sale of alcoholic beverages by the Mississippi casino licensees. Beau Rivage and Gold Strike Tunica are in areas designated as special resort areas, which allows casinos located therein to serve alcoholic beverages on a 24-hour basis. The Alcoholic Beverage Control Division requires that our key officers and managers and the Mississippi casino licensees’ key officers and managers and all owners of more than 5% of the Mississippi casino licensees’ equity submit detailed personal, and in some instances, financial information to the Alcoholic Beverage Control Division and be investigated and licensed. All such licenses are non-transferable. The Alcohol Beverage Control Division has the full power to limit, condition, suspend or revoke any license for the service of alcoholic beverages or to place a licensee on probation with or without conditions. Any disciplinary action could, and revocation would, have a material adverse effect upon the casino’s operations.

     New Jersey Government Regulation

          Our ownership and operation of hotel-casino facilities and gaming activities in Atlantic City, New Jersey is subject to extensive state regulation under the New Jersey Casino Control Act and the regulations of the New Jersey Casino Control Commission and other applicable laws. The New Jersey Act also established the New Jersey Division of Gaming Enforcement to investigate all license applications, enforce the provisions of the New Jersey Act and regulations and prosecute all proceedings for violations of the New Jersey Act and regulations before the New Jersey Commission. In order to own or operate a hotel-casino property in New Jersey, we must obtain a license or other approvals from the New Jersey Commission and obtain numerous other licenses, permits and approvals from other state as well as local governmental authorities.

          The New Jersey Commission has broad discretion regarding the issuance, renewal, revocation and suspension of casino licenses. The New Jersey Act and regulations concern primarily the good character, honesty, integrity and financial stability of casino licensees, their intermediary and holding companies, their employees, their security holders and others financially interested in casino operations; financial and accounting practices used in connection with casino operations; rules of games, levels of supervision of games and methods of selling and redeeming chips; manner of granting credit, duration of credit and enforceability of gaming debts; and distribution of alcoholic beverages.

          On June 11, 2003, the New Jersey Commission issued a casino license to Borgata Hotel Casino & Spa (the “New Jersey casino licensee”) and found us and certain of our wholly-owned subsidiaries, and their then officers, directors, and 5% or greater shareholders suitable. In June 2005, the New Jersey casino license of Borgata was renewed for a term ending on June 30, 2010.

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          The New Jersey act provides that certain beneficial owners of the securities issued by the New Jersey casino licensee or any of its intermediary or holding companies be qualified by the New Jersey Commission, including those persons who, in the opinion of the New Jersey Commission:

• have the ability to control the New Jersey casino licensee or its intermediary or holding companies;

• elect a majority of the board of directors of such companies;

• lenders and underwriters of such companies, other than a banking or other licensed lending institution which makes a loan or holds a mortgage or other lien acquired in the ordinary course of business.

          However, with respect to a holding company such as us, a waiver of qualification may be granted by the New Jersey Commission, with the concurrence of the Director of the New Jersey Division, if the New Jersey Commission determines that such persons or entities are not significantly involved in the activities of a casino licensee and in the case of security holders, do not have the ability to control us or elect one or more of our directors. There exists a rebuttable presumption that any person holding 5% or more of the equity securities of a casino licensee’s intermediary or holding company or a person having the ability to elect one or more of the directors of such a company has the ability to control the company and thus must obtain qualification from the New Jersey Commission.

          Notwithstanding this presumption of control, the New Jersey Act provides for a waiver of qualification for passive “institutional investors,” as defined by the New Jersey Act, if the institutional investor purchased publicly traded securities for investment purposes only and where such securities constitute less than 10% of the equity securities of a casino licensee’s holding or intermediary company or debt securities of a casino licensee’s holding or intermediary company representing a percentage of the outstanding debt of such company not exceeding 20% or a percentage of any issue of the outstanding debt of such company not exceeding 50%. The waiver of qualification is subject to certain conditions including, upon request of the New Jersey Commission, filing a certified statement that the institutional investor has no intention of influencing or affecting the affairs of the issuer, except that an institutional investor holding voting securities shall be permitted to vote on matters put to a vote of the holders of outstanding voting securities. Additionally, a waiver of qualification may also be granted to institutional investors holding a higher percentage of securities of a casino licensee’s holding or intermediary company upon a showing of good cause.

          The New Jersey Act requires our certificate of incorporation to provide that any of our securities are held subject to the condition that if a holder is found to be disqualified by the New Jersey Commission pursuant to the New Jersey Act, such holder shall dispose of his interest in such company. Accordingly, our certificate of incorporation provides that a holder of our securities must dispose of such securities if the holder is found disqualified under the New Jersey Act. In addition, our certificate of incorporation provides that we may redeem the stock of any holder found to be disqualified.

          If the New Jersey Commission should find one of the New Jersey casino licensee’s security holders or one of our security holders to be unqualified, not only must the disqualified holder dispose of such securities but in addition, commencing on the date the New Jersey Commission serves notice upon the New Jersey casino licensee or us of the determination of disqualification, it shall be unlawful for the disqualified holder to:

• receive any dividends or interest upon any such securities;

• exercise, directly or through any trustee or nominee, any right conferred by such securities; or

• receive any remuneration in any form from the licensee for services rendered or otherwise.

          If the New Jersey Commission should find a security holder to be unqualified, the New Jersey Commission shall take any necessary action to protect the public interest, including the suspension or revocation of the casino license, except that if the disqualified person is the holder of our securities, the New Jersey Commission shall not take action against the casino license if:

• we have the corporate charter provisions concerning divestiture of securities by disqualified owners required by the New Jersey Act;

• we have made good faith efforts, including the pursuit of legal remedies, to comply with any order of the New Jersey Commission; and

• the disqualified holder does not have the ability to control us or elect one or more members of our board of directors.

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          If the New Jersey Commission determines that the New Jersey casino licensee has violated the New Jersey Act or regulations, or if any of our security holders or if any of the security holders of the New Jersey casino licensee who is required to be qualified under the New Jersey Act is found to be disqualified but does not dispose of the securities, the casino licensee could be subject to fines or its license could be suspended or revoked. If the casino licensee’s license is revoked after issuance, the New Jersey Commission could appoint a conservator to operate and to dispose of the hotel-casino facilities operated by the casino licensee. Net proceeds of a sale by a conservator and net profits of operations by a conservator, at least up to an amount equal to a fair return on investment which is reasonable for casinos or hotels, would be paid to us and the other owner of the casino licensee.

          The ability of a lender to foreclose on pledged assets, including gaming equipment, is subject to compliance with the New Jersey Act. Generally, no person is permitted to hold an ownership interest in or manage a casino or own any gaming assets, including gaming devices, without being licensed. Consequently, any lender who desires to enforce a security interest must file the necessary applications for licensure, be investigated, and found qualified by the New Jersey Commission prior to obtaining any ownership interest. Similarly, any prospective purchaser of an ownership interest in a casino or of gaming assets must file the necessary applications for licensure, be investigated, and found qualified by the New Jersey Commission prior to obtaining any ownership interest or gaming assets.

          The New Jersey Act imposes an annual tax of 8% on gross casino revenues, as defined in the New Jersey Act, a $3 tax per day on each occupied hotel room, and a $3 parking tax per day. In addition, casino licensees are required to invest 1.25% of gross casino revenues for the purchase of bonds to be issued by the Casino Reinvestment Development Authority or make other approved investments equal to that amount. In the event the investment requirement is not met, the casino licensee is subject to a tax in the amount of 2.5% on gross casino revenues. The New Jersey Commission has established fees for the issuance or renewal of casino licenses and hotel-casino alcoholic beverage licenses and an annual license fee on each slot machine.

          In addition to compliance with the New Jersey Act and regulations relating to gaming, any property built in Atlantic City by us must comply with the New Jersey and Atlantic City laws and regulations relating to, among other things, the Coastal Area Facilities Review Act, construction of buildings, environmental considerations and the operation of hotels. Any changes to such laws or the laws regarding gaming could have an adverse effect on the casino licensee and us.

     Illinois Government Regulation

          Our 50% joint venture ownership interest in Grand Victoria Riverboat Casino, located in Elgin, Illinois (“Grand Victoria”) is subject to extensive state regulation under the Illinois Riverboat Gambling Act (the “Illinois Act”) and the regulations of the Illinois Gaming Board (the “Illinois Board”).

          In February 1990, the State of Illinois legalized riverboat gambling. The Illinois Act authorizes the Illinois Board to issue up to ten riverboat gaming owner’s licenses on any water within the State of Illinois or any water other than Lake Michigan which constitutes a boundary of the State of Illinois. The Illinois Act restricts the location of certain of the ten owners’ licenses. Three of the licenses must be located on the Mississippi River. One license must be at a location on the Illinois River south of Marshall County and another license must be located on the Des Plaines River in Will County. The remaining licenses are not restricted as to location. Currently, nine owner’s licenses are in operation in Alton, Aurora, East Peoria, East St. Louis, Elgin, Metropolis, Rock Island and two licenses in Joliet. The tenth license, initially granted to an operator in East Dubuque, was relocated to Rosemont, Illinois, then later revoked by the Illinois Board in December 2005. Following extensive litigation involving several parties and an auction process conducted by the Illinois Board, the Illinois Board selected Midwest Gaming and Entertainment, LLC as the new holder of the tenth license in December 2008. Midwest Gaming and Entertainment, LLC intends to locate its casino in Des Plaines, Illinois and anticipates that its casino will open for business in 2011. A casino located in Des Plaines, Illinois will likely compete with Grand Victoria for casino patrons given its relatively proximate location to Elgin, Illinois.

          The Illinois Act strictly regulates the facilities, persons, associations and practices related to gaming operations. It grants the Illinois Board specific powers and duties, and all other powers necessary and proper to fully and effectively execute the Illinois Act for the purpose of administering, regulating and enforcing the system of riverboat gaming. The Illinois Board has authority over every person, association, corporation, partnership and trust involved in riverboat gaming operations in the State of Illinois.

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          The Illinois Act requires the owner of a riverboat gaming operation to hold an owner’s license issued by the Illinois Board. Each owner’s license permits the holder to own up to two riverboats as part of its gaming operation; however, gaming participants are limited to 1,200 for any owner’s license. The number of gaming participants will be determined by the number of gaming positions available at any given time. Gaming positions are counted as follows:

• positions for electronic gaming devices will be determined as 90% of the total number of devices available for play;

• craps tables will be counted as having ten gaming positions; and

• games utilizing live gaming devices, except for craps, will be counted as having five gaming positions.

          Each owner’s license initially runs for a period of three years. Thereafter, the license must be renewed annually. The Board may renew an owner’s license for up to four years. An owner licensee is eligible for renewal upon payment of the applicable fee and a determination by the Illinois Board that the licensee continues to meet all of the requirements of the Illinois Act and Illinois Board rules. The owner’s license for Grand Victoria was issued in October 1994 and has been renewed for a four-year period that ends in October 2012. An ownership interest in an owner’s license may not be transferred or pledged as collateral without the prior approval of the Illinois Board.

          Pursuant to the Illinois Act, the Illinois Board established certain rules to follow in deciding whether to approve direct or indirect ownership or control of an owner’s license. The Illinois Board must consider the impact of any economic concentration caused by the ownership or control. No direct or indirect ownership or control may be approved which will result in undue economic concentration of the ownership of a riverboat gambling operation in Illinois. The Illinois Act specifies a number of criteria for the Illinois Board to consider in determining whether the approval of the issuance, transfer or holding of a license will create undue economic concentration. The application of such criteria could reduce the number of potential purchasers for the Grand Victoria or our 50% joint venture interest therein.

          The Illinois Act does not limit the maximum bet or per patron loss. Minimum and maximum wagers on games are set by the holder of the owner’s license. Wagering may not be conducted with money or other negotiable currency. No person under the age of 21 is permitted to wager and wagers only may be received from a person present on the riverboat. With respect to electronic gaming devices, the payout percentage may not be less than 80% or more than 100%.

          Illinois imposes a number of taxes on Illinois casinos. Such taxes are subject to change by the Illinois legislature and have been increased in the past. The Illinois legislature also may impose new taxes on Grand Victoria’s activities. Illinois currently imposes an admission tax of $2.00 per person for an owner licensee that admitted 1,000,000 persons or fewer in the 2004 calendar year, and $3.00 per person for all other owner licensees (including Grand Victoria).

          Additionally, Illinois imposes a wagering tax on the adjusted gross receipts, as defined in the Illinois Act, of a riverboat operation. The owner licensee is required, on a daily basis, to wire the wagering tax payment to the Illinois Board. Currently, the wagering tax is:

• 15.0% of adjusted gross receipts up to and including $25.0 million;

• 22.5% of adjusted gross receipts in excess of $25.0 million but not exceeding $50.0 million;

• 27.5% of adjusted gross receipts in excess of $50.0 million but not exceeding $75.0 million;

• 32.5% of adjusted gross receipts in excess of $75.0 million but not exceeding $100.0 million;

• 37.5% of adjusted gross receipts in excess of $100.0 million but not exceeding $150.0 million;

• 45.0% of adjusted gross receipts in excess of $150.0 million but not exceeding $200.0 million; and

• 50.0% of adjusted gross receipts in excess of $200.0 million.

          A holder of any gaming license in Illinois is subject to imposition of fines, suspension or revocation of such license, or other action for any act or failure to act by the licensee or the licensee’s agents or employees, that is injurious to the public health, safety, morals, good order and general welfare of the people of the State of Illinois, or that would discredit or tend to discredit the Illinois gaming industry or the State of Illinois. The Illinois Board may revoke or suspend licenses, as the Illinois Board may determine and, in compliance with applicable Illinois law regarding administrative procedures, may suspend an owner’s license, without notice or hearing, upon a determination that the safety or health of patrons or employees is jeopardized by continuing a riverboat’s operation. The suspension may remain in effect until the Illinois Board determines that the cause for suspension has been abated and it may revoke the owner’s license upon a determination that the owner has not made satisfactory progress toward abating the hazard.

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          If the Illinois Board has suspended, revoked or refused to renew an owner’s license or if a riverboat gambling operation is closing and the owner is voluntarily surrendering its owner’s license, the Illinois Board may petition the local circuit court in which the riverboat is situated for appointment of a receiver. The circuit court has sole jurisdiction over any and all issues pertaining to the appointment of a receiver. The Illinois Board specifies the specific powers, duties and limitations of the receiver.

          The Illinois Board requires that each “Key Person” of an owner licensee submit a Personal Disclosure or Business Entity Form and be investigated and approved by the Illinois Board. The Illinois Board determines which positions, individuals or Business Entities are required to be approved by the Board as Key Persons. Once approved, such Key Person status must be maintained. Key Persons include:

• any Business Entity and any individual with an ownership interest or voting rights of more than 5% in the licensee or applicant and the trustee of any trust holding such ownership interest or voting rights;

• the directors of the licensee or applicant and its chief executive officer, president and chief operating officer or their functional equivalents; and

• all other individuals or Business Entities that, upon review of the applicant’s or licensees Table of Organization, Ownership and Control the Board determines hold a position or a level of ownership, control or influence that is material to the regulatory concerns and obligations of the Illinois Board for the specified licensee or applicant.

          Each owner licensee must provide a means for the economic disassociation of a Key Person in the event such economic disassociation is required by an order of the Illinois Board. Based upon findings from an investigation into the character, reputation, experience, associations, business probity and financial integrity of a Key Person, the Illinois Board may enter an order upon the licensee or require the economic disassociation of the Key Person.

          Applicants for and holders of an owner’s license are required to obtain the Illinois Board’s approval for changes in the following: (i) Key Persons; (ii) type of entity; (iii) equity and debt capitalization of the entity; (iv) investors and/or debt holders; (v) source of funds; (vi) applicant’s economic development plan; (vii) riverboat capacity or significant design change; (viii) gaming positions; (ix) anticipated economic impact; or (x) agreements, oral or written, relating to the acquisition or disposition of property (real or personal) of a value greater than $1 million. Illinois regulations provide that a holder of an owner’s license may make distributions to its stockholders only to the extent that such distributions do not impair the financial viability of the owner.

          The Illinois Board requires each holder of an owner’s license to obtain the Illinois Board’s approval prior to issuing a guaranty of any indebtedness. Accordingly, we and Nevada Landing Partnership intend to petition the Illinois Board to allow Nevada Landing Partnership to issue a subsidiary guaranty of any indebtedness that we incur in the future to the extent such guaranty is required by our lenders. Although we and Nevada Landing Partnership believe the Illinois Board will continue to approve our petitions and allow Nevada Landing Partnership to guaranty our future indebtedness, there can be no assurance that the Illinois Board will continue to grant the necessary approvals.

          The Illinois Board may waive any licensing requirement or procedure provided by rule if it determines that the waiver is in the best interests of the public and the gaming industry. Also, the Illinois Board may, from time to time, amend or change its rules.

          The Illinois Board has recently increased its focus on its Self-Exclusion Program for Problem Gamblers. Beginning on August 15, 2006, all Illinois casinos (including Grand Victoria) were required to check the identification of all persons appearing to be thirty years of age or younger in an effort to prevent those who have enrolled in the Illinois Board’s Self-Exclusion Program from gaining access to the casinos. The Illinois Board has indicated that it may, at some point in the future, require Illinois casinos to check the identification of other age groups prior to providing their patrons with access to the casinos.

          On January 1, 2008, Illinois’ statewide public smoking ban became effective. Smoking is now illegal in Illinois’ casinos, bars, restaurants and other public establishments. This may continue to negatively impact the gaming industry in Illinois.

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          From time to time, various proposals have been introduced in the Illinois legislature that, if enacted, would affect the taxation, regulation, operation or other aspects of the gaming industry. Some of this legislation, if enacted, could adversely affect the gaming industry. No assurance can be given whether such or similar legislation will be enacted.

          On July 13, 2009, Illinois enacted the Video Gaming Act, which legalizes the use of up to five video gaming terminals in most bars, restaurants, truck stops, fraternal organizations and veterans’ organizations holding valid Illinois liquor licenses. It is anticipated that the video gaming terminals will allow patrons to play games such as video poker, line up and blackjack. The Illinois Board has released a partial set of Emergency Regulations to implement the Video Gaming Act and video gaming terminals may begin appearing in eligible establishments in late 2010. Grand Victoria’s revenues may be negatively impacted by the availability of video gaming terminals in non-casino establishments proximately located to its customer base.

          Uncertainty exists regarding the Illinois gambling regulatory environment due to the limited experience of the Illinois Board, its staff and Illinois courts in interpreting the Illinois Act. The Illinois Act provides for a five-member Illinois Board that is appointed by the Illinois Governor and approved by the Illinois Senate. For a period of over six months during 2004 and 2005, the Illinois Board did not have enough members to constitute a quorum under the Illinois Act. Consequently, during such period, the Illinois Board was unable to take any action. Although the Illinois Board is currently fully constituted with five members, there is no assurance that the Illinois Board will continue at all times to have enough members to constitute a quorum. Failure of the Illinois Board to maintain a quorum may impede the Grand Victoria’s business by causing delays in the Illinois Board’s consideration of new or existing matters. Further, the terms of all five members of the Illinois Board have expired. Although these members may continue to serve on the Illinois Board, they may be asked to cease their service at any time.

     Macau S.A.R. Laws and Regulations

     The Government of Macau S.A.R. (“Macau” and the Government of Macau, the “Macau government”) has adopted Laws and Administrative Regulations governing the operation of casinos in Macau (collectively, “Macau law”). Under Macau law, only concessionaires or subconcessionaires are permitted to operate casinos. Subconcessions may be awarded subject to the approval of the Macau government. Each concessionaire is required to enter into a concession agreement with the Macau government which, together with Macau law, forms the framework for the regulation of the activities of the concessionaire. Each concessionaire is required to engage a managing director who must be a permanent resident of Macau and the holder of at least 10% of the capital stock of the concessionaire. The appointment of the managing director and of any successor is ineffective without the approval of the Macau government.

     MGM Grand Macau was constructed and is operated under MGM Grand Paradise Limited’s subconcession contract. Under the subconcession contract, MGM Grand Paradise Limited was obligated to develop and open MGM Grand Macau by December 31, 2007 and to operate casino games of chance or games of other forms in Macau and to invest at least four billion patacas (approximately $500 million, based on exchange rates at December 31, 2006) in Macau by April 4, 2012. With the opening of MGM Grand Macau on December 18, 2007, MGM Grand Paradise Limited fulfilled such obligations under the subconcession contract.

     Our ownership interest in MGM Grand Paradise Limited is subject to approval and control under applicable Macau law. We are required to be approved by the Macau government (gaming authorities) to own an interest in a gaming operator. Authorized gaming operators must pay periodic fees and taxes, and gaming rights are not transferable, unless approved by the Macau government. MGM Grand Paradise Limited must periodically submit detailed financial and operating reports to the Macau gaming authorities and furnish any other information that the Macau gaming authorities may require. No person may acquire any rights over the shares or assets of MGM Grand Paradise Limited without first obtaining the approval of the Macau gaming authorities. The transfer or creation of encumbrances over ownership of shares representing the share capital of MGM Grand Paradise Limited or other rights relating to such shares, and any act involving the granting of voting rights or other stockholders’ rights to persons or entities other than the original owners, would require the approval of the Macau government and the subsequent report of such acts and transactions to the Macau gaming authorities.

     MGM Grand Paradise Limited’s subconcession contract requires approval of the Macau government for transfers of shares, or of any rights over such shares, in any of the direct or indirect stockholders in MGM Grand Paradise Limited, including us, provided that such shares or rights are directly or indirectly equivalent to an amount that is equal or higher than 5% of the share capital in MGM Grand Paradise Limited. Under the subconcession contract, this approval requirement will not apply, however, if the securities are listed and tradable on a stock market. In addition, this contract requires that the Macau government be given notice of the creation of any encumbrance or the grant of voting rights or other stockholder’s rights to persons other than the original owners on shares in any of the direct or indirect stockholders in MGM Grand Paradise Limited, including us, provided that such shares or rights are indirectly equivalent to an amount that is equal or higher than 5% of the share capital in MGM Grand Paradise Limited. This notice requirement will not apply, however, to securities listed and tradable on a stock exchange.

     MGM Grand Paradise Limited is in no case allowed to delegate the management of gaming operations to a management company, and is in no case allowed to enter into a management contract by which its managing powers are or might be assumed by a third party. Any act or contract by which MGM Grand Paradise Limited assigns, transfers, alienates, or creates liens or encumbrances on gaming operations to or in favor of a third party is prohibited, unless previously approved by the Macau government. Also, MGM Grand Paradise Limited’s casinos, assets, and equipment shall not be subject to any liens or encumbrances, except under authorization by the Macau government.

16

     The Macau gaming authorities may investigate any individual who has a material relationship to, or material involvement with, MGM Grand Paradise Limited to determine whether its suitability and/or financial capacity is affected by this individual. MGM Grand Paradise Limited shareholders with 5% or more of the share capital and directors must apply for and undergo a finding of suitability process and maintain due qualification during the subconcession term, and accept the persistent and long-term inspection and supervision exercised by the Macau government. MGM Grand Paradise Limited is required to immediately notify the Macau government should MGM Grand Paradise Limited become aware of any fact that may be material to the appropriate qualification of any shareholder who owns 5% or more of the share capital, or any director or key employee. Changes in approved corporate positions must be reported to the Macau gaming authorities, and in addition to their authority to deny an application for a finding of suitability, the Macau gaming authorities have jurisdiction to disapprove a change in a corporate position.

     Any person who fails or refuses to apply for a finding of suitability after being ordered to do so by the Macau gaming authorities may be found unsuitable. Any stockholder subject to a suitability process who is found unsuitable must transfer his shares to a third party within a term set by the Macau government. In case such transfer is not executed, MGM Grand Paradise Limited shall acquire those shares. If any officer, director or key employee is found unsuitable, MGM Grand Paradise Limited must sever all relationships with that person. In case of failure to act in accordance thereof, MGM Grand Paradise Limited shall be subject to administrative sanctions and penalties.

     The Macau government must give their prior approval to changes in control of MGM Grand Paradise Limited through a merger, consolidation, stock or asset acquisition, management or consulting agreement, or any act or conduct by any person whereby he or she obtains control. Entities seeking to acquire control of a registered corporation must satisfy the Macau government concerning a variety of stringent standards prior to assuming control. The Macau gaming authorities may also require controlling stockholders, officers, directors, and other persons having a material relationship or involvement with the entity proposing to acquire control, to be considered suitable as part of the approval process of the transaction.

     The Macau gaming authorities also have the power to supervise gaming operators in order to assure the financial stability of corporate gaming operators and their affiliates.

     The subconcession contract requires the Macau gaming authorities’ prior approval of any recapitalization plan, any increase of the capital stock by public subscription, any issue of preferential shares or any creation, issue or transformation of types or series of shares representative of MGM Grand Paradise Limited’s capital stock, as well as any change in the constituent documents (i.e., articles of association) of MGM Grand Paradise Limited. The Chief Executive of Macau could also require MGM Grand Paradise Limited to increase its share capital if he deemed it necessary.

     The subconcession contract excludes the following gaming activities: mutual bets, gaming activities provided to the public, interactive gaming and games of chance or other gaming, betting or gambling activities on ships or planes. MGM Grand Paradise Limited’s subconcession is exclusively governed by Macau law. We are subject to the exclusive jurisdiction of the courts of Macau in case of any potential dispute or conflict relating to our subconcession.

     MGM Grand Paradise Limited’s subconcession contract expires on March 31, 2020. Unless the subconcession is extended, on that date, all casino operations and related equipment in MGM Grand Macau will automatically be transferred to the Macau government without compensation to MGM Grand Paradise Limited and the Company will cease to generate any revenues from these operations. Beginning on April 19, 2017, the Macau government may redeem the subconcession by giving MGM Grand Paradise Limited at least one year prior notice and by paying fair compensation or indemnity. The amount of such compensation or indemnity will be determined based on the amount of revenue generated during the tax year prior to the redemption.

     The Macau government also has the right to unilaterally terminate, without compensation to MGM Grand Paradise Limited, the subconcession at any time upon the occurrence of specified events of default. In case the default is curable, the Macau gaming authorities shall give MGM Grand Paradise Limited prior notice to repair the default, though no specific cure period for that purpose is provided. Thus, MGM Grand Paradise Limited must rely on continuing communications and consultations with the Macau government to ensure full compliance with all its obligations, at all times.

     The subconcession contract contains various general covenants and obligations and other provisions, the compliance with which is subjective. MGM Grand Paradise Limited has namely the following obligations under the subconcession contract:

• ensure the proper operation and conduct of casino games;

• employ people with appropriate qualifications;

• operate and conduct casino games of chance in a fair and honest manner without the influence of criminal activities; and

• safeguard and ensure Macau’s interests in tax revenue from the operation of casinos and other gaming areas.

     The subconcession contract also allows the Macau government to request various changes in the plans and specifications of our Macau properties and to make various other decisions and determinations that may be binding on us. For example, the Macau government has the right to require that we provide certain deposits or other guarantees of performance in any amount determined by the Macau government to be necessary. MGM Grand Paradise Limited is limited in its ability to raise additional capital by the need to first obtain the approval of the Macau gaming and governmental authorities before raising certain debt or equity.

     The subconcession contract requires MGM Grand Paradise Limited to maintain a certain minimum level of insurance which are in place.

     MGM Grand Paradise Limited is also subject to certain reporting requirements to the Macau gaming authorities.

     Under the subconcession, MGM Grand Paradise Limited is obligated to pay to Macau an annual premium with a fixed portion and a variable portion based on the number and type of gaming tables employed and gaming machines operated. The fixed portion of the premium is equal to 30 million patacas (approximately $3.7 million, based on exchange rates at December 31, 2009). The variable portion is equal to 300,000 patacas per gaming table reserved exclusively for certain kinds of games or players, 150,000 patacas per gaming table not so reserved and 1,000 patacas per electrical or mechanical gaming machine, including slot machines (approximately $37,000, $18,400 and $125, respectively, based on exchange rates at December 31, 2009), subject to a minimum of 45 million patacas (approximately $5.5 million, based on exchange rates at December 31, 2009). MGM Grand Paradise Limited also has to pay a special gaming tax of 35% of gross gaming revenues and applicable withholding taxes. It must also contribute 1.6% and 2.4% (a portion of which must be used for promotion of tourism in Macau) of its gross gaming revenue to a public foundation designated by the Macau government and to Macau, respectively, as special levy.

     Currently, the gaming tax in Macau is calculated as a percentage of gross gaming revenue. However, gross gaming revenue does not include deductions for credit losses. As a result, if MGM Grand Paradise Limited issues markers to its customers in Macau and is unable to collect on the related receivables from them, it has to pay taxes on our winnings from these customers even though it was unable to collect on the related receivables from them. MGM Grand Paradise Limited is offering credit to customers in Macau. Under this current law, credit issuance to VIP customers could significantly reduce the operating margins of this segment of business.

     MGM Grand Paradise Limited received an exemption from Macau’s corporate income tax on profits generated by the operation of casino games of chance for a period of five-years starting at January 1, 2007.

     Subconcessionaires are obligated to withhold, according to the rate in effect as set by the government, from any commissions paid to games promoters. Such withholding rate may be adjusted from time to time.

17

     A games promoter, also known as a junket representative, is a person who, for the purpose of promoting casino gaming activity, arranges customer transportation and accommodations, and provides credit in their sole discretion, food and beverage services and entertainment in exchange for commissions or other compensation from a subconcessionaire. Macau law provides that games promoters must be licensed by the Macau government in order to do business with and receive compensation from subconcessionaires. For a license to be obtained, direct and indirect owners of 5% or more of a games promoter (regardless of its corporate form or sole proprietor status), its directors and its key employees must be found suitable. Applicants are required to pay the cost of license investigations, and are required to maintain suitability standards during the period of licensure. The term of a games promoter license is one calendar year, and licenses can be renewed for additional periods upon the submission of renewal applications. Natural person junket representative licensees are subject to a suitability verification process every three years and business entity licensees are subject to the same requirement every six years.

     Under Macau law, licensed games promoters must identify outside contractors who assist them in their promotion activities. These contractors are subject to approval of the Macau government. Changes in the management structure of business entity games promoters licensees must be reported to the Macau government and any transfer or the encumbering of interests in such licensees is ineffective without prior government approval. To conduct gaming promotion activities licensees must be registered with one or more subconcessionaires and must have written contracts with such subconcessionaires, copies of which must be submitted to the Macau government.

     Macau law further provides that subconcessionaires are jointly responsible with their games promoters for the activities of such representatives and their directors and contractors in the subconcessionaires’ casinos, and for their compliance with applicable laws and regulations. Subconcessionaires must submit annual lists of their games promoters for the following year, and must update such lists on a quarterly basis. The Macau government may designate a maximum number of games promoters and specify the number of games promoters a subconcessionaire is permitted to engage. Subconcessionaires are subject to periodic reporting requirements with respect to commissions paid to their games promoters representatives and are required to oversee their activities and report instances of unlawful activity.

     MGM Grand Paradise Limited has received a concession from the Macau government to use a 10.67 acre parcel of land for MGM Grand Macau. The land concession will expire on April 6, 2031 and is renewable. The land concession requires MGM Grand Paradise Limited to pay a premium which was paid in full before the opening of MGM Grand Macau. In addition, MGM Grand Paradise Limited is also obligated to pay rent annually for the term of the land concession. The rent amount may be revised every five years by the Macau government, according to the provisions of the Macau land law.

18

EX-99.3

EXHIBIT 99.3

CityCenter Holdings, LLC and Subsidiaries

Consolidated Financial Statements
as of December 31, 2009 and 2008
and for the Years Ended December 31, 2009
and 2008, and the period from
November 2, 2007 (Date of Inception)
to December 31, 2007

CITYCENTER HOLDINGS, LLC AND SUBSIDIARIES

I N D E X

	Page
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements		i
Consolidated Balance Sheets at December 31, 2009 and 2008		1
Consolidated Statements of Operations for the years ended December 31, 2009 and 2008, and the period from November 2, 2007 (Date of inception) to December 31, 2007		2
Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008, and the period from November 2, 2007 (Date of inception) to December 31, 2007		3
Consolidated Statements of Members’ Equity for the years ended December 31, 2009 and 2008, and the period from November 2, 2007 (Date of inception) to December 31, 2007		4
Notes to Consolidated Financial Statements		5-17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of

   CityCenter Holdings, LLC

     We have audited the accompanying consolidated balance sheets of CityCenter Holdings, LLC and subsidiaries (the “Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, members’ equity, and cash flows for the years ended December 31, 2009 and 2008, and the period from November 2, 2007 (date of inception) to December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of CityCenter Holdings, LLC and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years ended December 31, 2009 and 2008 and the period from November 2, 2007 (date of inception) to December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

Las Vegas, Nevada
February 19, 2010

i

CITYCENTER HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)

	December 31,		December 31,
	2009		2008
ASSETS
Current assets
Cash and cash equivalents	$	88,746	$	66,542
Accounts receivable, net		71,475		—
Inventories		15,854		—
Prepaid expenses and other current assets		58,308		9,402
Total current assets		234,383		75,944
Real estate under development		887,061		1,477,354
Property and equipment, net		9,467,515		6,044,378
Other assets
Restricted cash		—		1,002,206
Intangible assets, net		30,473		67,548
Debt issuance costs, net		59,913		84,240
Deposits and other assets, net		54,316		51,652
Total other assets		144,702		1,205,646
	$	10,733,661	$	8,803,322
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Accounts payable	$	19,531	$	41,551
Construction payable		522,681		523,061
Deferred revenue		319,140		—
Due to MGM MIRAGE		51,817		5,125
Other accrued liabilities		70,250		4,060
Total current liabilities		983,419		573,797
Deferred revenue		—		346,065
Long-term debt		1,823,511		1,000,000
Long-term debt — related parties, net		796,447		695,101
Other long-term obligations		911		—
Commitments and contingencies (Notes 13 and 16)
Members’ equity		7,129,373		6,188,359
Total liabilities and members’ equity	$	10,733,661	$	8,803,322

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

1

CITYCENTER HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)

							November 2, 2007
	Year ended			Year ended			(date of inception)
	December 31,			December 31,			to December 31,
	2009			2008			2007
Revenues
Casino	$	48,185		$	—		$	—
Rooms		8,950			—			—
Food and beverage		11,665			—			—
Entertainment		2,967			—			—
Retail		2,518			—			—
Other		3,962			—			—
		78,247			—			—
Less: Promotional allowances		(9,036	)		—			—
		69,211			—			—
Expenses
Casino		22,670			—			—
Rooms		3,767			—			—
Food and beverage		10,146			—			—
Entertainment		1,310			—			—
Retail		1,096			—			—
Other		1,337			—			—
General and administrative		28,907			25,789			3,842
Preopening and start-up expenses		104,805			34,420			5,258
Property transactions, net		386,385			13,558			—
Depreciation and amortization		13,747			—			—
		574,170			73,767			9,100
Operating loss		(504,959	)		(73,767	)		(9,100	)
Non-operating income (expense)
Interest income		1,949			5,808			1,913
Interest expense, net		(7,011	)		—			—
Other, net		(12,309	)		154			—
		(17,371	)		5,962			1,913
Net loss	$	(522,330	)	$	(67,805	)	$	(7,187	)

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

2

CITYCENTER HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

							November 2, 2007
	Year ended			Year ended			(date of inception)
	December 31,			December 31,			to December 31,
	2009			2008			2007
Cash flows from operating activities
Net loss	$	(522,330	)	$	(67,805	)	$	(7,187	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		19,958			3,033			190
Non-cash rent expense		8,304			8,300			1,040
Amortization of debt discounts and issuance costs		29,956			29,158			—
Write-off of debt issuance costs		5,746			—			—
Interest earned on restricted cash		(1,641	)		(2,206	)		—
Provision for doubtful accounts		2,180			—			—
Change in fair value of interest rate cap		2,901			—			—
Change in assets and liabilities:
Accounts receivable		(73,655	)		—			—
Inventories		(15,854	)		—			—
Prepaid expenses and other		(40,485	)		1,057			7,621
Accounts payable		19,173			40,155			1,040
Accrued liabilities		36,635			1,518			269
Real estate under development		(712,192	)		(647,979	)		(107,439	)
Property transactions, net		386,385			13,558			—
Residential deposits, net		(8,425	)		58,089			23,405
Other		(1,777	)		(391	)		(176	)
Net cash used in operating activities		(865,121	)		(563,513	)		(81,237	)
Cash flows from investing activities
Capital expenditures, net of construction payable		(2,430,267	)		(1,792,284	)		(205,876	)
(Increase) decrease in restricted cash		1,003,847			(1,000,000	)		—
Other		1,144			—			—
Net cash used in investing activities		(1,425,276	)		(2,792,284	)		(205,876	)
Cash flows from financing activities
Net borrowings under bank credit facilities — maturities of 90 days or less		923,511			900,000			—
Borrowings under bank credit facilities — maturities longer than 90 days		2,309,279			100,000			—
Repayments under bank credit facilities — maturities longer than 90 days		(2,409,279	)		—			—
Loans from members		—			1,850,000			—
Interest rate cap transactions		(7,499	)		—			—
Contributions from members		1,461,272			478,186			2,960,554
Distributions to members		—			(22,186	)		(2,468,652	)
Debt issuance costs		(11,375	)		(86,998	)		(2,199	)
Change in Due to MGM MIRAGE		46,692			(3,619	)		4,366
Net cash provided by financing activities		2,312,601			3,215,383			494,069
Net increase (decrease) in cash and cash equivalents		22,204			(140,414	)		206,956
Cash and cash equivalents at beginning of period		66,542			206,956			—
Cash and cash equivalents at end of period	$	88,746		$	66,542		$	206,956
Supplemental cash flow disclosures
Interest paid, net of amounts capitalized	$	2,006		$	—		$	—
Non-cash investing and financing activities
Conversion of members’ loans to members’ equity	$	—		$	854,118		$	—
Non-cash contribution from member		2,072			10,882			4,104,223
Distribution payable to member		—			—			22,186
Discount on loans from members		—			352,100			—
Non-cash interest on loans from members		101,346			27,118			—
Reclassification of real estate under development to property and equipment		954,987			156,930			—
Other		3,494			5,874			—

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

3

CITYCENTER HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY
(In thousands)

Balance at November 2, 2007 (date of inception)	$	—
Capital contributions:
Cash contribution by Dubai World		2,960,554
Non-cash contribution of assets by MGM MIRAGE		4,104,223
Cash contribution due from MGM MIRAGE		22,186
Distributions:
Distribution paid to MGM MIRAGE		(2,468,652	)
Distribution payable to Dubai World		(22,186	)
Subscription receivable from MGM MIRAGE		(22,186	)
Net loss		(7,187	)
Balance at December 31, 2007		4,566,752
Capital contributions:
Cash contributions by members		456,000
Non-cash contribution of assets by MGM MIRAGE		10,882
Non-cash conversion of members’ loans (and accrued interest) to equity		854,118
Discount on members’ loans		352,100
Payment of subscription receivable by MGM MIRAGE		22,186
Other		(5,874	)
Net loss		(67,805	)
Balance at December 31, 2008		6,188,359
Cash contributions by members		1,461,272
Other		2,072
Net loss		(522,330	)
Balance at December 31, 2009	$	7,129,373

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

4

CITYCENTER HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS

     Organization. CityCenter Holdings, LLC (the “Company”) is a Delaware limited liability company, formed on November 2, 2007. The Company was formed to acquire, own, develop, and operate the CityCenter development (“CityCenter”) in Las Vegas, Nevada. The Company is a joint venture which is 50%-owned by a wholly-owned subsidiary of MGM MIRAGE, a Delaware corporation, and 50%-owned by Infinity World Development Corporation (“Infinity World”), which is wholly owned by Dubai World, a Dubai United Emirates government decree entity (each, a “member”). The governing document for the Company is the Amended and Restated Limited Liability Company Agreement dated April 29, 2009 (the “LLC Agreement”).

     The initial capital contributions were made by the members on November 15, 2007. MGM MIRAGE contributed the CityCenter assets which the members mutually valued at $5.4 billion, subject to certain adjustments. Infinity World made a cash contribution of $2.96 billion. At the close of the transaction, the Company made a cash distribution to MGM MIRAGE of $2.47 billion and retained approximately $492 million to fund near-term construction costs. See Note 3 for further discussion of the initial capital contributions.

     The Board of Directors of the Company is composed of six representatives — three selected by each member — and has exclusive power and authority for the overall management of the Company. Compensation for the Board of Directors is borne by the members. The Company has no employees. The Company has entered into several agreements with MGM MIRAGE to provide for the development and day-to-day management of CityCenter and the Company. See Note 17 for further discussion of such agreements.

     Nature of Business. CityCenter is a mixed-use real estate development on the Las Vegas Strip located between the Bellagio and Monte Carlo resorts, both owned by MGM MIRAGE. CityCenter consists of the following components:

• Aria, a 4,000-room casino resort featuring an over 1,800-seat showroom which is home to Viva Elvis, a new Cirque du Soleil production celebrating the legacy of Elvis Presley, approximately 300,000 square feet of conference and convention space, numerous world-class restaurants, nightclubs and bars, and pool and spa amenities;

• The Mandarin tower featuring a 400-room non-gaming boutique hotel managed by luxury hotelier Mandarin Oriental, as well as over 200 luxury residential units;

• The Vdara hotel tower with 1,495 hotel and condominium-hotel units;

• The Harmon tower which will include a 400-room non-gaming lifestyle hotel to be managed by Harmon Hotel LLC, a division of The Light Group;

• The Veer towers, two 334-unit towers consisting entirely of luxury residential condominium units;

• The Crystals retail complex with approximately 425,000 square feet of retail shops, dining, and entertainment venues.

     Substantially all of the ongoing operations of CityCenter commenced in late 2009, except as discussed below under “Scope Changes.” The closing of residential condominium units began in January 2010. See Note 6 for further discussion of CityCenter’s residential components. See Note 16 for discussion of financing for CityCenter.

     Scope Changes. On January 7, 2009, the Company announced scope changes related to The Harmon Hotel & Spa component of the development, which include postponing the opening of The Harmon Hotel & Spa until such time as the members mutually agree to proceed with its completion and canceling the development of approximately 200 residential units originally planned for The Harmon Hotel & Spa. Due to the cancellation of the residential units, the Company refunded $33.0 million of customer deposits.

5

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

     Principles of consolidation. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

     Management’s use of estimates. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Those principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

     Certain concentrations of risk. The Company’s sole operations are in Las Vegas, Nevada. Therefore, the Company is subject to risks inherent within the Las Vegas market. To the extent that new casinos enter into the market or hotel room capacity is expanded, competition will increase. The Company may also be affected by economic conditions in the United States and globally affecting the Las Vegas market or trends in visitation or spending in the Las Vegas market. Such factors may also negatively impact the Company’s ability to complete and close out its residential sales program, including the pricing of units and the timing of the closing of condominium sales.

     At December 31, 2009, there were approximately 9,300 employees at CityCenter, all of which are employees of MGM MIRAGE. At that date, MGM MIRAGE had collective bargaining contracts with unions covering approximately 5,100 of the Company’s employees. See Note 17 for a discussion of management agreements between the Company and MGM MIRAGE.

     Fair value measurements. Fair value measurements impact the Company’s accounting and impairment assessments of its long-lived assets, interest rate cap agreement, and other intangibles as discussed further in relevant sections below.

     Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy which includes “Level 1” inputs, such as quoted prices in an active market; “Level 2” inputs, which are observable inputs for similar assets; or “Level 3” inputs, which are unobservable inputs.

     The Company accounts for its interest rate cap agreement at fair value with changes in fair value recognized in earnings each period. The fair value of the interest rate cap is measured using “Level 2” inputs which consists of an estimated trading value based on similar derivative instruments, a recovery rate assumption, and an adjustment for non-performance risk. See Note 12 for details.

     As discussed in Note 6, the Company wrote down its real estate under development (“REUD”) to fair value as of September 30, 2009. The fair value of REUD was measured using “Level 3” inputs, which consisted of a discounted cash flow analysis.

     As discussed in Note 8, the Company wrote down certain of its intangible assets to fair value based on its fourth quarter impairment analysis. The fair value of intangible assets is measured using “Level 3” inputs, which consisted of a discounted cash flow analysis.

     Cash and cash equivalents. Cash and cash equivalents include investments and interest bearing instruments with maturities of three months or less at the date of acquisition. Such investments are carried at cost which approximates fair value.

     Restricted Cash. Restricted cash at December 31, 2008 included borrowings under the Credit Facility that was restricted to the funding of project costs (see Note 11). At December 31, 2008 such funding was not available until proceeds of any member equity commitments and member-subordinated debt were exhausted in accordance with the funding order as determined per the bank credit agreement.

     Accounts receivable and credit risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. The Company issues markers to approved casino customers following background checks and investigations of creditworthiness. At December 31, 2009, a substantial portion of the Company’s receivables were due from customers residing in foreign countries. Business or economic conditions or other significant events in these countries could affect the collectability of such receivables.

6

     Trade receivables, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their estimated realizable amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts as well as historical collection experience of similar casino resorts and current economic and business conditions. Management believes that as of December 31, 2009, no significant concentrations of credit risk existed for which an allowance had not already been recorded.

     Inventories. Inventories consist of food and beverage, retail merchandise and operating supplies, and are stated at the lower of cost or market. Cost is determined primarily by the average cost method for food and beverage, supplies and retail inventory, or specific identification methods for retail merchandise.

     Project costs. The Company allocates project costs incurred to develop CityCenter using various allocation methods, including:

• Specific identification — primary method used for construction costs on specific elements of the project where the Company is billed directly by the contractor; also used for land directly associated with operating elements of the project;

• Relative fair value — primary method used for land and site improvements which generally benefit the entire project, as well as certain construction costs that benefit multiple project elements;

• Area or other methods — used when appropriate, such as for allocating the cost of parking garages (allocated on a per-space basis).

     Projects costs are stated at cost (which includes adjustments made upon the initial contribution by MGM MIRAGE) unless determined to be impaired, in which case the carrying value is reduced to estimated fair value. Project costs and the related construction payable may change materially as construction contracts are closed out in 2010 and final invoices and payments are resolved. The classification of such costs may also change upon completion of the final cost segregation study. See Note 16 for further discussion of the unlimited completion and cost overrun guarantee from MGM MIRAGE.

     Real estate under development. REUD represents capitalized costs of wholly-owned real estate projects to be sold, which consist entirely of condominium and condominium-hotel units under development. Costs include land, direct and indirect construction and development costs, and capitalized property taxes and interest. See Note 6 for further discussion of REUD.

     Costs associated with residential sales are deferred, except for indirect selling costs and general and administrative expense, which are expensed as incurred. For the period ended December 31, 2009 and 2008, and the period from inception to December 31, 2007, the Company expensed $14.3 million, $25.8 million and $3.8 million of such costs, respectively. Deferred costs will be charged to cost of sales upon closing based on relative sales value to the project as a whole.

     Property and equipment. Property and equipment are stated at cost. Gains or losses on dispositions of property and equipment are included in the determination of income or loss. Maintenance costs are expensed as incurred. Property and equipment are depreciated over the following estimated useful lives on a straight-line basis:

Buildings and improvements	20 to 40 years
Land improvements	10 to 20 years
Furniture and fixtures	3 to 20 years
Equipment	3 to 20 years

     Capitalized interest. The interest cost associated with development and construction projects is capitalized and included in the cost of the project. Capitalization of interest ceases when the project is substantially complete or development activity is suspended for more than a brief period. Capitalized interest related to the majority of the Company’s qualifying assets ceased in December 2009. See Note 11 for further discussion.

7

     Impairment of long-lived assets. We evaluate our property and equipment, real estate under development, finite-lived intangible assets, and other long-lived assets for impairment whenever indicators of impairment exist. If an indicator of impairment exists, we compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then an impairment write-down is measured based on fair value compared to carrying value, with fair value typically based on a discounted cash flow model. If an asset is still under development, future cash flows include remaining construction costs.

     The Company evaluated its REUD for impairment due to the September 2009 decision to discount the prices of its residential inventory by 30%. See Note 6 for detailed information. The Company also began offering seller financing during 2009 as a financing option for prospective buyers due to the lack of available credit in the market for condominium units. Upon substantial completion, our inventory of unsold condominium units will be evaluated for impairment using a “held-for-sale” model, which requires that such units be carried at the lower of cost or fair value less costs to sell. It is reasonably likely that the fair value less cost to sell of the residential inventory at completion will be below the inventory carrying value, and that the Company will be required to record an additional impairment charge at that time.

     Intangible assets. Indefinite-lived intangible assets must be reviewed for impairment at least annually and between annual test dates in certain circumstances. The Company performs its annual impairment test for indefinite-lived intangible assets in the fourth quarter of each fiscal year. See Note 8 for further discussion.

     Debt issuance costs. The Company capitalizes debt issuance costs, which include legal and other direct costs related to the issuance of debt. The capitalized costs are amortized as interest over the contractual term of the debt.

     Real estate sales — revenue recognition and customer deposits. Revenue for residential sales is deferred until closing occurs, which is when title, possession and other attributes of ownership have been transferred to the buyer and the Company is not obligated to perform activities after the sale. Prior to closing, customer deposits are treated as liabilities and classified as “deferred revenue” in the accompanying consolidated balance sheets. Customer deposits are classified as current as of December 31, 2009 because closings related to such deposits are scheduled to occur in 2010.

     Customer deposits represent funds received from prospective condominium buyers subject to individual sales contracts. Customer deposits may be used for construction under a surety bond which ensures that deposits can be repaid in the event of developer default. Under relevant laws and regulations, upon buyer default the Company may retain a maximum buyer’s deposit of 15% of the sales price unless damages in excess of 15% of the purchase price can be proven; the standard deposit for a CityCenter residential unit is 30% of the sales price.

     Revenue recognition and promotional allowances. Casino revenue is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs (“casino front money”) and for chips in the customers’ possession (“outstanding chip liability”). Hotel, food and beverage, entertainment and other operating revenues are recognized as services are performed. Advance deposits on rooms and advance ticket sales are recorded as accrued liabilities until services are provided to the customer.

     Gaming revenues are recognized net of certain sales incentives, including discounts and points earned in point-loyalty programs. The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenue and then deducted as promotional allowances. The estimated cost of providing such promotional allowances is primarily included in casino expenses as follows:

	Year Ended
	December 31,
	2009
	(In thousands)
Rooms	$	2,717
Food and Beverage		5,464
Other		775
	$	8,956

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     Leases where the Company is a lesser. The majority of the Company’s lease agreements relate to Crystals. Minimum rental revenue, if applicable to the lease, is recognized on a straight-line basis over the terms of the related leases. Revenue from contingent rent is recognized as earned. The Company provides construction allowances to certain tenants. Construction allowances are recorded as fixed assets if the Company has determined it should be the owner of such improvements for accounting purposes.

     Point-loyalty programs. The Company’s point-loyalty program in operation at Aria is the MGM MIRAGE Players Club. In Players Club, customers earn points based on their slots play, which can be redeemed for cash or free play at Aria and any of MGM MIRAGE’s other participating resorts. MGM MIRAGE records a liability based on the points earned times the redemption value and the Company records a corresponding reduction in casino revenue at the corresponding resort. The expiration of unused points results in a reduction of the liability. The Company’s portion of the liability at any point in time is included in “Due to MGM MIRAGE” — See Note 17. Customers’ overall level of table games and slots play is also tracked and used by management in awarding discretionary complimentaries — free rooms, food and beverage and other services — for which no accrual is recorded.

     Preopening and start-up expenses. Costs incurred for one-time activities during the start-up phases of operations are accounted for as preopening and start-up costs. Preopening and start-up costs, including organizational costs, are expensed as incurred. Costs classified as preopening and start-up expenses include non-residential payroll, outside services, advertising, and other expenses not capitalized as project costs.

     Advertising. The Company expenses advertising costs the first time the advertising takes place. Advertising expense is included in general and administrative expenses when related to residential selling expenses, in preopening and start-up expenses when related to the preopening and start-up period, and in general and administrative expense when related to ongoing operations. Total advertising expense was $10.3 million, $5.8 million and $0.7 million for the years ended December 31, 2009 and 2008 and the period from inception to December 31, 2007, respectively.

     Property transactions, net. The Company classifies transactions related to long-lived assets — such as write-downs and impairments, demolition costs, and normal gains and losses on the sale of fixed assets — as “Property transactions, net” in the accompanying consolidated statements of operations.

     Income taxes. The Company is treated as a partnership for federal income tax purposes. Therefore, federal income taxes are the responsibility of the members. As a result, no provision for income taxes is reflected in the accompanying consolidated financial statements.

     Recently issued accounting standards. The Company adopted various accounting standards during 2009, none of which had a material impact on its consolidated financial statements. In addition, various accounting standards have been issued but are effective in future periods, none of which the Company expects to have a material impact on its consolidated financial statements.

     Subsequent events. Management has evaluated subsequent events through February 19, 2010, the date these financial statements were available to be issued.

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NOTE 3 — INITIAL CAPITAL CONTRIBUTIONS

     The value of the assets contributed by MGM MIRAGE was determined by reference to the agreed-upon purchase price, which was initially $5.4 billion but was adjusted to $5.385 billion based on a comparison of actual net project spending by MGM MIRAGE through November 15, 2007 to estimated spending during the same period pursuant to the terms of the LLC Agreement.

     The Company recorded a 50% step-up for the fair value of assets contributed by MGM MIRAGE. The following table reconciles the purchase price to the value assigned to the net assets contributed by MGM MIRAGE (in thousands):

Original purchase price	$	5,400,000
Adjustments to purchase price		(15,166	)
Revised purchase price		5,384,834
MGM MIRAGE historical cost of net assets contributed		(2,773,612	)
Obligations to joint venture		50,000
		2,661,222
Step-up percentage		50	%
Partial step-up amount		1,330,611
MGM MIRAGE historical cost of net assets contributed		2,773,612
Value assigned to assets contributed by MGM MIRAGE	$	4,104,223

     The obligations to joint venture represent MGM MIRAGE’s contractual liabilities related to rent-free access to offsite buildings and the aircraft time share agreement (see Notes 5 and 8 for the related assets recorded by the Company). Including the partial step-up, the value assigned to the contributed assets and related liabilities was allocated as follows based on the relative fair values of the contributed assets and liabilities (in thousands):

Prepaid rent	$	26,000
Other current assets		8,593
Land		1,666,967
Furniture, fixtures and equipment		4,849
Construction in progress		2,109,733
Real estate under development		735,494
Intangible assets		66,548
Other assets		42,837
Construction payable		(286,242	)
Deferred revenue		(263,549	)
Other liabilities		(7,007	)
	$	4,104,223

NOTE 4 — ACCOUNTS RECEIVABLE, NET

     Accounts receivable consisted of the following:

	At December 31,
	2009			2008
	(In thousands)
Casino	$	55,424		$	—
Hotel		8,280			—
Other		9,927			—
		73,631			—
Less: Allowance for doubtful accounts		(2,156	)		—
	$	71,475		$	—

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NOTE 5 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

     Prepaid expenses and other current assets consisted of the following:

	At December 31,
	2009		2008
	(In thousands)
Prepaid rent	$	8,304	$	8,328
Deposits		8,864		443
Prepaid residential sales commissions		16,554		—
Other		24,586		631
	$	58,308	$	9,402

     Prepaid rent relates to several buildings owned by MGM MIRAGE, but used for CityCenter construction and residential operations. MGM MIRAGE has agreed to provide the Company the use of these buildings on a rent-free basis during construction, with a term through December 31, 2010.

NOTE 6 — REAL ESTATE UNDER DEVELOPMENT

     Real estate under development consisted of the following:

	At December 31,
	2009		2008
	(In thousands)
Land	$	72,320	$	150,923
Development and construction costs		814,741		1,326,431
	$	887,061	$	1,477,354

     The Company was required to review its REUD for impairment, mainly due to management’s September 2009 decision to discount the prices of its residential condominium inventory by 30%. This decision and related market conditions led to management’s conclusion that the carrying value of the REUD was not recoverable based on estimates of undiscounted cash flows. As a result, the Company was required to compare the fair value of its REUD to its carrying value and record an impairment charge for the shortfall. Fair value of the REUD was determined using a discounted cash flow analysis based on management’s current expectations of future cash flows. The key inputs in the discounted cash flow analysis included estimated sales prices of units currently under contract and new unit sales, the absorption rate over the sell-out period, and the discount rate. This analysis resulted in an impairment charge of approximately $348 million of the REUD during the period ended December 31, 2009.

     During 2009 management decided to operate Vdara primarily as a hotel; however, a number of condominium—hotel units under contract are expected to close during 2010. The Company has allocated Vdara project costs between construction in progress and REUD based on the area method, and has reclassed costs accordingly in the accompanying balance sheet, the majority of which are classified as property and equipment at December 31, 2009. Costs allocated to condominium—hotel units that are not expected to close and hotel units still under construction were classified as construction in progress at December 31, 2009. Costs associated with the condominium—hotel units expected to close were classified as REUD at December 31, 2009. Construction costs allocated to REUD will be allocated to individual units based on the relative fair value method.

     The Mandarin tower includes both hotel and residential components. Therefore, the Company allocates the land and construction costs to the residential and non-residential components based on a combination of the specific identification method and relative fair value method. As a result of the scope change at The Harmon tower, $13.9 million of land was reclassified from REUD to land and $143.0 million of development and construction costs were reclassified from REUD to construction in progress, within property and equipment during 2008. Additionally, $13.6 million of capitalized cost were written off during 2008, the majority of which related to design and pre-construction services specifically related to the Harmon residential units.

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NOTE 7 — PROPERTY AND EQUIPMENT

     Property and equipment consisted of the following:

	At December 31,
	2009			2008
	(In thousands)
Land	$	1,759,481		$	1,680,879
Building and improvements and land improvements		5,740,434			—
Furniture, fixtures and equipment		1,160,688			9,005
Construction in progress		830,093			4,357,717
		9,490,696			6,047,601
Less: Accumulated depreciation		(23,181	)		(3,223	)
	$	9,467,515		$	6,044,378

     Furniture, fixtures, and equipment include assets being used in the sales and project offices. Depreciation expense is presented as follows in the accompanying consolidated statement of operations:

For the periods ended December 31,	2009		2008		2007
			(In thousands)
General and administrative	$	1,621	$	1,085	$	60
Preopening and start-up expenses		4,375		1,293		130
Depreciation and amortization		13,747		—		—
	$	19,743	$	2,378	$	190

NOTE 8 — INTANGIBLE ASSETS

     Intangible assets consisted of the following:

	At December 31,
	2009			2008
	(In thousands)
Indefinite-lived:
Intellectual property	$	5,953		$	6,470
Finite-lived:
Vdara hotel operations		—			37,078
Aircraft time sharing agreement		24,000			24,000
Other intangible assets		578			—
		24,578			61,078
Less: Accumulated amortization		(58	)		—
	$	30,473		$	67,548

     The majority of the Company’s intangible assets are assets contributed by MGM MIRAGE upon formation of the Company. Intellectual property represents trademarks, domain names, and other intellectual property contributed by MGM MIRAGE including the CityCenter, Vdara, The Harmon, and Crystals tradenames. In addition, the Company purchased the Aria trademark for $1.0 million. There is no contractual or market-based limit to the use of these intangible assets and therefore they have been classified as indefinite-lived.

     The Vdara hotel operations intangible asset represented the right to negotiate with condominium owners at Vdara to rent their units as part of the Vdara hotel operations as assets contributed by MGM MIRAGE upon formation of the joint venture. Although the Company will manage the hotel operations on behalf of the owners for units that the Company does sell, these operations are not expected to be significant to the overall operations of Vdara. As discussed in Note 6 the Company will operate Vdara primarily as a hotel and does not expect to sell a significant amount of condominium-hotel units. Since the value of the Vdara hotel operations intangible asset is related to the revenues derived from renting condominium-hotel units on behalf of unit owners as part of the Vdara hotel operations, the Company believes the carrying value of the intangible asset is not recoverable. As a result, an impairment charge of $37.1 million was recorded in “Property transactions, net” in the consolidated statements of operations for the year ended December 31, 2009.

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     The aircraft time sharing agreement intangible relates to an agreement entered into between MGM MIRAGE and the Company whereby MGM MIRAGE provides the Company the use of MGM MIRAGE’s aircraft in its operations. The Company is charged a rate that is based on Federal Aviation Administration regulations, which provides for reimbursement for specific costs incurred by MGM MIRAGE without any profit or mark-up, which is less than the Company believes that it would pay an unrelated third party. Accordingly, the fair value of this agreement has been recognized as an intangible asset, to be amortized over the estimated useful life of the related aircraft, which is 20 years. Amortization of the intangible asset commenced upon CityCenter’s opening in 2009.

     The Company performs an annual review of its indefinite-lived intangible assets for impairment. The asset’s fair value is compared to its carrying value, and an impairment charge is recorded for any short-fall. Fair value is determined using the relief-from-royalty method which discounts cash flows that would be required to obtain the use of the related intangible asset. Key inputs in the relief-from-royalty analysis include forecasted revenues related to the intangible asset, market royalty rates, discount rates, and a terminal year growth rate (no terminal year growth rate is assigned to residential sales revenues because these are one-time cash flows). This analysis resulted in an impairment charge of $0.5 million related to the residential portion of the Vdara and Harmon intellectual property that was recorded in “Property transactions, net” in the consolidated statements of operations.

NOTE 9 — DEPOSITS AND OTHER ASSETS

     Deposits and other assets consisted of the following:

	At December 31,
	2009		2008
	(In thousands)
Construction deposits	$	25,000	$	25,000
Base stock, net		20,131		—
Prepaid rent		—		8,304
Prepaid residential sales commissions		—		16,569
Fair value of interest rate cap		4,598		—
Other		4,587		1,779
	$	54,316	$	51,652

NOTE 10 — OTHER ACCRUED LIABILITIES

     Other accrued liabilities consisted of the following:

	At December 31,
	2009		2008
	(In thousands)
Advance deposits and ticket sales	$	10,149	$	50
Casino outstanding chip liability		14,238		—
Casino front money deposits		18,667		—
Other gaming related accruals		1,066		—
Taxes, other than income taxes		6,404		268
Note payable		3,494		—
Accrued interest		3,919		1,725
Other		12,313		2,017
	$	70,250	$	4,060

NOTE 11 — LONG-TERM DEBT

     Long-term debt consisted of the following:

	At December 31,
	2009		2008
	(In thousands)
Bank credit facility	$	1,823,511	$	1,000,000
Loans from members, net of discount of $261,839 and $327,899		796,447		695,101
	$	2,619,958	$	1,695,101

     In October 2008, the Company entered into a $1.8 billion senior secured bank credit facility (the “Credit Facility”) with a syndicate of lenders, and subsequently entered into Amendment No. 2 to the Credit Facility in April 2009 and Amendment No. 3 to the Credit Facility in December 2009. The Credit Facility, as amended,

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consists of a $100 million revolver with the remaining amount being in the form of term loans. The Credit Facility is secured by substantially all of the assets of CityCenter, and the interest rate will initially be LIBOR plus 5.75% through June 30, 2010, and the margin will increase by 1.00% on each of July 1, 2010, January 1, 2011 and July 1, 2011. Interest of 2.00% is “pay-in-kind” through September 2010, then all interest is payable in cash. The weighted-average interest rate including “pay-in-kind” interest at December 31, 2009, was 6%.

     Interest expense consisted of the following:

For the periods ended December 31,	2009			2008			2007
				(In thousands)
Interest incurred — loans from members	$	101,346		$	47,201		$	—
Interest incurred — pay-in-kind		23,511			—			—
Interest incurred — other		108,224			19,625			—
Interest capitalized		(226,070	)		(66,826	)		—
	$	7,011		$	—		$	—

     At December 31, 2009, the Company had drawn the full $1.8 billion of available capacity under the Credit Facility and $23.5 million of “pay-in-kind” interest was accrued. Borrowings from the Credit Facility were held in restricted cash until utilized to fund construction. At December 31, 2008, the Company had drawn $1.0 billion against the Credit Facility, which was held in an escrow account as restricted cash subject to the funding order described in the Credit Facility. See Note 2 for further discussion. The principal of the initial term loans will be ratably repaid in quarterly payments of $10 million, plus 1% of the construction term loan component, beginning June 30, 2011, with the balance due at maturity on June 30, 2012. In addition, the first $244 million of condominium sales proceeds will be used to fund project costs; thereafter, 30% of condominium proceeds will be used to permanently reduce outstanding borrowings under the Credit Facility and 70% will be initially used to secure the members’ obligations; once certain performance tests are met, the proceeds applicable to the members may be distributed to the members.

     Each member made loans of $925 million to the Company to fund construction costs during 2008. $425 million of each member’s loan funding plus accrued interest was converted to equity, with the remaining $500 million payable to each member bearing interest at a rate of 3.42% compounding semi-annually, and maturing in September 2016, subordinate to the Credit Facility. Due to the below market interest rate, interest was imputed on the notes at a rate of LIBOR plus 10%. A discount in the amount of $352.1 million was recorded on the notes with the offset to members’ equity based on the present value of expected cash flows. The discount is being amortized as interest over the life of the notes.

     Maturities of the Company’s long-term debt as of December 31, 2009 are as follows:

Years ending December 31,	(In thousands)
2010	$	—
2011		68,350
2012		1,755,161
2013		—
2014		—
Thereafter		1,058,286
		2,881,797
Debt discounts, net of amounts amortized		(261,839	)
	$	2,619,958

     The estimated fair value of the Company’s long-term debt at December 31, 2009 was approximately $2.5 billion, versus its carrying value of $2.6 billion. At December 31, 2008, the estimated fair value of the Company’s long-term debt was approximately $1.5 billion, versus its carrying value of $1.7 billion. The estimated fair value of the Company’s long-term debt was based on estimated market prices on December 31. All of the Company’s other financial assets and liabilities are carried at cost, which approximates fair value.

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     The Credit Facility contains certain financial covenants including requiring the Company to maintain certain financial ratios commencing June 30, 2011. During the first through third of such fiscal quarters, the Company will be required to maintain a maximum leverage ratio (debt to EBITDA, as defined) of 5.50:1, and during the first through seventh of such fiscal quarters, the Company will be required to maintain a minimum coverage ratio (EBITDA to interest charges, as defined) of 1.50:1.

     The Credit Facility also contains covenants limiting the maximum aggregate amount of mechanics liens filed against the Company. As of December 31, 2009, mechanics liens permitted under the Credit Facility was limited to liens representing claims in an aggregate amount not to exceed $250 million. As of February 19, 2010, approximately $36 million in mechanic liens have been filed. The Company can provide no assurance that additional mechanic liens will not be filed in the future.

NOTE 12 — INTEREST RATE CAP

     The Company entered into an interest rate cap agreement in order to manage interest rate risk as a requirement under its Credit Facility. If interest rates rise above a specified level, the interest rate cap agreement modifies the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed rate. Under the terms of the agreement, LIBOR is capped at 3.5% and the notional amount of debt is $900 million. The interest rate cap terminates in March 2012.

     The interest rate cap is an economic hedge and is recorded at its fair value in the consolidated balance sheets with gains or losses due to changes in fair value recorded in “Other, net” in the accompanying consolidated statements of operations. The fair value of the interest rate cap was $4.6 million at December 31, 2009, and is presented in “Deposits and other assets, net” in the accompanying consolidated balance sheets.

NOTE 13 — COMMITMENTS AND CONTINGENCIES

     Leases where the Company is a lessee. The Company is party to various leases for real estate and equipment under operating lease arrangements. The Company records imputed rent expense for offsite buildings. Because this is a non-cash expense, the future imputed rent for these offsite buildings is excluded from the future minimum lease payments disclosed in the following paragraph.

     At December 31, 2009, the Company is obligated under non-cancelable operating leases to make future minimum lease payments totaling $1.1 million for the years ending December 31, 2010 through 2013.

     Rent expense for operating leases was $10.7 million, $10.9 million and $1.3 million for the years ended December 31, 2009 and 2008, and the period from inception to December 31, 2007, respectively. The portion of rent expense relating to the imputed rent on offsite buildings was $8.4 million, $8.3 million and $1.0 million for the years ended December 31, 2009 and 2008, and the period from inception to December 31, 2007, respectively.

     Leases where the Company is a lessor. The Company enters into operating leases related to retail, dining and entertainment space at Crystals. Through December 31, 2009, the Company had executed 43 leases. Tenants are primarily responsible for tenant improvements, though the Company provides construction allowances to certain lessees. Leases include base rent, common area maintenance charges and, in some cases, percentage rent.

     Expected future minimum lease payments for leases in place as of December 31, 2009 are as follows:

Years ending December 31,	(In thousands)
2010	$	16,118
2011		21,297
2012		27,348
2013		31,163
2014		32,167
Thereafter		197,970
	$	326,063

     Rental income for the period ended December 31, 2009 was $1.7 million.

15

     Litigation. The Company is a party to various legal proceedings that relate to construction and development matters and operational 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 consolidated financial statements. The Company also maintains an Owner Controlled Insurance Program (“OCIP”) to manage risk during the construction and development process. Under the OCIP, all coverages are managed centrally and cover general liability, workers compensation, design error, and other liability issues.

NOTE 14 — PROPERTY TRANSACTIONS, NET

     Property transactions, net consisted of the following:

	Year Ended December 31,
	2009			2008		2007
				(In thousands)
REUD impairment charge	$	347,498		$	13,558	$	—
Finite-lived intangible asset impairment charge		37,078			—		—
Indefinite-lived intangible asset impairment charge		518			—		—
Other write-downs and impairments		1,418			—		—
Other net gains on asset sales or disposals		(127	)		—		—
	$	386,385		$	13,558	$	—

NOTE 15 — OTHER, NET

     Other, net consisted of the following:

	Year Ended December 31,
	2009			2008		2007
				(In thousands)
Write-off of debt issuance costs	$	(5,746	)	$	—	$	—
Net loss from change in value of interest rate cap		(2,901	)		—		—
Other		(3,662	)		154		—
	$	(12,309	)	$	154	$	—

NOTE 16 — MEMBER FINANCING AND DISTRIBUTION COMMITMENTS

     In March 2009, Infinity World filed suit against MGM MIRAGE alleging a default under the Limited Liability Company Agreement dated August 21, 2007 and other related matters. Subsequently, in April 2009, the agreement was amended and the lawsuit was dismissed, and the Company entered into an agreement with its lenders to amend the Credit Facility. Key terms of the LLC Agreement include an amendment of the provisions for distributions to allow the first $494 million of available distributions to be distributed on a priority basis to Infinity World, with the next $494 million of distributions made to MGM MIRAGE, and distributions shared equally thereafter, and a provision for Infinity World’s right to terminate the Operations Management Agreements if MGM MIRAGE’s ability to perform under those agreements is impacted by its financial condition. See Note 11 for a discussion of the amendments to the Credit Facility. See Note 17 for details of the Operations Management Agreement.

     As of December 31, 2009, the required equity commitments from the members had been fully funded, and the entire $1.8 billion available under the Credit Facility had been drawn. During 2008, each member entered into a partial completion guarantee to provide for additional contingent funding of construction costs in the event such funding is necessary to complete the project. In conjunction with the amendment to the Credit Facility in April 2009, the completion guarantees were amended to a) relieve Dubai World of its completion guarantee as amounts were funded from its letter of credit, and b) require an unlimited completion and cost overrun guarantee from MGM MIRAGE, secured by its interests in the assets of Circus Circus Las Vegas. The completion guarantee will cover cost overruns to the extent project costs exceed the funding provided by the equity commitments and borrowings from the Credit Facility, as well as the first $244 million of condominium sales proceeds which are allowed to be used to fund project costs. In January and February 2010, MGM MIRAGE funded $168 million under the completion guarantee. Such amounts will be repaid to MGM MIRAGE from proceeds from condominium sales up to $244 million.

16

NOTE 17 — MANAGEMENT AGREEMENTS AND RELATED PARTY TRANSACTIONS

     The Company and MGM MIRAGE have entered into agreements whereby MGM MIRAGE is responsible for management of the design, planning, development and construction of CityCenter and is managing the operations of CityCenter and the Company. MGM MIRAGE is reimbursed for certain costs incurred in performing the development services and the Company is paying MGM MIRAGE management fees as stipulated in each of the agreements referenced below.

     During the years ended December 31, 2009 and 2008, the Company incurred $94.9 million and $45.7 million, respectively, for reimbursed costs of development services provided by MGM MIRAGE. During the period from inception to December 31, 2007, the Company incurred $4.8 million for reimbursed costs. As of December 31, 2009 and 2008, the Company owed MGM MIRAGE $51.8 million and $5.1 million, respectively, for unreimbursed costs of development services.

     In 2008 MGM MIRAGE transferred a land parcel to the Company in accordance with the LLC agreements. This was part of a larger parcel that was subdivided into three separate legal parcels. The title was held by MGM MIRAGE as agent on behalf of the Company until certain conditions were met. The Company recorded the $10.9 million transfer as an increase to members’ equity.

     Development Management Agreement. The Company and MGM MIRAGE entered into a development management agreement which provides for MGM MIRAGE to be the developer of CityCenter. In such capacity, MGM MIRAGE is responsible for all work necessary to complete CityCenter. MGM MIRAGE has assigned its employees to the project as required to perform its obligations. The Company is responsible for all costs of the CityCenter development. MGM MIRAGE is reimbursed for costs incurred, primarily employee compensation, certain third party costs, and customary expenses. Costs associated with MGM MIRAGE employees who do not work solely for the benefit of CityCenter are paid for by the Company based on an equitable and reasonable allocation of such costs.

     Operations Management Agreements. The Company and MGM MIRAGE entered into the following agreements to provide for the ongoing operations of CityCenter:

• Hotel and Casino Operations and Hotel Assets Management Agreement, for the operations of the Aria casino resort and oversight of the Mandarin Hotel and Harmon Hotel components, which are and will be managed by third parties. The Company is paying MGM MIRAGE a fee equal to 2% of the hotel-casino’s revenue and 5% of the hotel-casino’s EBITDA (as defined) for services under this agreement.

• Vdara Condo-Hotel Operations Management Agreement, for the ongoing operations of Vdara Condo-Hotel. The Company will pay MGM MIRAGE a fee equal to 2% of the condo-hotel’s revenue and 5% of the condo-hotel’s EBITDA (as defined) for services under this agreement.

• Retail Management Agreement, for the operations of the Crystals retail and entertainment district. The Company is paying MGM MIRAGE an annual fee of $3 million for services under this agreement. This fee will be adjusted every five years based on the consumer price index.

     In addition to the fees referred to above, the Company is reimbursing MGM MIRAGE for all direct costs, primarily employee compensation, associated with its management activities. Corporate overhead or other allocations are not reimbursed to MGM MIRAGE under these operations management agreements.

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