þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
DELAWARE
(State or other jurisdiction of incorporation or organization) |
88-0215232
(I.R.S. Employer Identification Number) |
Name of each exchange | ||
Title of each class | on which registered | |
Common Stock, $.01 Par Value | New York Stock Exchange |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller Reporting Company o |
| Developing and maintaining a strong portfolio of resorts; | ||
| Operating our resorts to ensure excellent customer service and maximize revenue and profit; | ||
| Executing a sustainable growth strategy; | ||
| Leveraging our brand and management assets. |
Number of | Approximate | |||||||||||||||
Guestrooms | Casino Square | Gaming | ||||||||||||||
Name and Location | and Suites | Footage | Slots (1) | Tables (2) | ||||||||||||
Las Vegas Strip, Nevada
|
||||||||||||||||
Bellagio
|
3,933 | 155,000 | 2,328 | 140 | ||||||||||||
MGM Grand Las Vegas (3)
|
6,340 | 156,000 | 2,530 | 176 | ||||||||||||
Mandalay Bay (4)
|
4,328 | 160,000 | 2,025 | 115 | ||||||||||||
The Mirage
|
3,044 | 118,000 | 2,008 | 106 | ||||||||||||
Luxor
|
4,396 | 100,000 | 1,393 | 87 | ||||||||||||
Excalibur
|
3,980 | 91,000 | 1,755 | 68 | ||||||||||||
Treasure Island (TI)
|
2,885 | 90,000 | 1,637 | 67 | ||||||||||||
New York-New York
|
2,024 | 84,000 | 1,774 | 69 | ||||||||||||
Monte Carlo
|
3,002 | 102,000 | 1,531 | 74 | ||||||||||||
Circus Circus Las Vegas (5)
|
3,764 | 126,000 | 2,354 | 92 | ||||||||||||
|
||||||||||||||||
Subtotal
|
37,696 | 1,182,000 | 19,335 | 994 | ||||||||||||
|
1
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 | 1,165 | 44 | ||||||||||||
Silver Legacy 50% owned
(Reno)
|
1,710 | 87,000 | 1,161 | 68 | ||||||||||||
Gold Strike (
Jean
)
|
810 | 37,000 | 821 | 9 | ||||||||||||
Railroad Pass
(Henderson)
|
120 | 13,000 | 330 | 6 | ||||||||||||
|
||||||||||||||||
Other Operations
|
||||||||||||||||
MGM Grand Detroit
(Detroit, Michigan)
|
400 | 100,000 | 4,376 | 95 | ||||||||||||
Beau Rivage
(Biloxi, Mississippi)
|
1,740 | 72,000 | 2,048 | 93 | ||||||||||||
Gold Strike
(Tunica, Mississippi)
|
1,131 | 50,000 | 1,350 | 58 | ||||||||||||
MGM Grand Macau 50% owned
(Macau)
(6)
|
424 | 270,000 | 882 | 382 | ||||||||||||
Borgata 50% owned
(Atlantic City, New Jersey)
|
1,971 | 137,000 | 4,068 | 178 | ||||||||||||
Grand Victoria 50% owned
(Elgin, Illinois)
|
| 34,000 | 1,150 | 29 | ||||||||||||
|
||||||||||||||||
|
||||||||||||||||
Grand Total
|
47,574 | 2,052,000 | 36,686 | 1,956 | ||||||||||||
|
(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) | Includes 1,296 rooms available for rent at The Signature at MGM Grand. | |
(4) | Includes the Four Seasons Hotel with 424 guest rooms and THEhotel with 1,117 suites. | |
(5) | Includes Slots-a-Fun. | |
(6) | Total number of rooms, suites, and villas planned for the property is 593. |
| 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; | ||
| 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. |
2
| 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 and retail amenities; | ||
| 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. |
3
4
| 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. |
| 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. 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 to what extent increased competition will affect our future operating results. |
5
6
| Development and operation of gaming facilities in new or existing jurisdictions are subject to many contingencies. Several of these contingencies 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; | ||
| Expansion projects involve risks and uncertainties. For instance, the design, timing and costs of the projects may change and are subject to risks attendant to large-scale projects. |
7
| Management of non-gaming resorts is a somewhat new business for us. Whenever a company enters into a new venture, it is possible that existing management and personnel will not have the requisite expertise in the new venture and will not be able to compete effectively; | ||
| Operations in which we may engage in foreign territories are subject to risk pertaining to international operations. These may include financial risks: Foreign currency, adverse tax consequences, inability to adequately enforce our rights; or regulatory and political risks: Foreign government regulations, general geopolitical risks such as political and economic instability, hostilities with neighboring countries, and changes in diplomatic and trade relationships. |
8
Name | Age | Position | ||||
J. Terrence Lanni
|
64 | Chairman and Chief Executive Officer | ||||
James J. Murren
|
46 | President, Chief Operating Officer and Director | ||||
Robert H. Baldwin
|
57 | Chief Design and Construction Officer and Director | ||||
Gary N. Jacobs
|
62 | Executive Vice President, General Counsel, Secretary and Director | ||||
Aldo Manzini
|
44 | Executive Vice President and Chief Administrative Officer | ||||
Daniel J. DArrigo
|
39 | Executive Vice President and Chief Financial Officer | ||||
Robert C. Selwood
|
52 | Executive Vice President and Chief Accounting Officer | ||||
Alan Feldman
|
49 | Senior Vice PresidentPublic Affairs | ||||
Bruce Gebhardt
|
59 | Senior Vice PresidentGlobal Security | ||||
Phyllis A. James
|
55 | Senior Vice President and Senior Counsel | ||||
Punam Mathur
|
47 | Senior Vice PresidentCorporate Diversity and Community Affairs | ||||
Cynthia Kiser Murphey
|
50 | Senior Vice PresidentHuman Resources | ||||
Shawn T. Sani
|
42 | Senior Vice PresidentTaxes | ||||
Cathryn Santoro
|
39 | Senior Vice President and Treasurer | ||||
Bryan L. Wright
|
44 | Senior Vice President, Assistant General Counsel and Assistant Secretary |
9
| We have significant indebtedness . At December 31, 2007, we had approximately $11.2 billion of indebtedness. The interest rate on a large portion of our long-term debt will be subject to fluctuation based on changes in short-term interest rates and the level of debt-to-EBITDA (as defined) under the provisions of our senior credit facility. Our current senior credit facility and the indentures governing our debt securities do not prohibit us from borrowing additional funds in the future. Our interest expense could increase as a result of these factors. Additionally, our indebtedness could increase our vulnerability to general adverse economic and industry conditions, limit our flexibility in planning for or reacting to changes in our business and industry, limit our ability to borrow additional funds, and place us at a competitive disadvantage compared to other less leveraged competitors. Our ability to reduce our outstanding debt will be subject to our future cash flows, other capital requirements and other factors, some of which are not within our control. |
10
| Our casinos in Las Vegas and elsewhere are destination resorts that compete with other destination travel locations throughout the United States and the world . We do not believe that our competition is limited to a particular geographic area, 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. Also, the recent 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 increase, competition will increase. | |
| The expansion of Native American gaming in California has already impacted our operations . According to the California Gambling Control Commission, more than 60 compacts with tribes had been approved by the federal government as of December 31, 2007, with more than 50 of the tribes legally operating casinos in California in accordance with these compacts. Additional expansion of gaming in California could have an adverse impact on our results of operations. | |
| The ownership and operation of gaming facilities are subject to extensive federal, state and local laws, regulations and ordinances, which are administered by the relevant regulatory agencies in each jurisdiction. 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. 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 impact on our ability to continue operating in other jurisdictions. For a summary of gaming 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. | |
| Our business is affected by economic and market conditions in the markets in which we operate and in the locations our customers reside . Bellagio, MGM Grand Las Vegas, Mandalay Bay and The Mirage are particularly 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. A recession, economic slowdown or other economic issues affecting consumers could cause a reduction in visitation to our resorts, which would adversely affect our operating results. For example, the current downturn in the real estate market in Nevada, and the broader housing and credit market issues in the United States, could have a negative impact on our CityCenter joint ventures ability to sell residential units on the Las Vegas Strip and could negatively impact our customers visitation and spending patterns. | |
| 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. For example, in August 2005, Hurricane Katrina caused significant damage to our Beau Rivage resort, which remained closed for a year. See Managements Discussion and Analysis of Financial Condition and Results of Operations Financial Statement Impact of Hurricane Katrina. | |
| We are a large consumer of electricity and other energy . Accordingly, increases in energy costs, such as those experienced recently, may have a negative impact on our operating results. Additionally, higher energy and gasoline prices which affect our customers may result in reduced visitation to our resorts and a reduction in our revenues. | |
| Many of our customers travel by air. As a result, the cost and availability of air service and the impact of any events which disrupt air travel can affect our business . 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 affect the number of customers who visit our facilities. |
11
| 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, which can create economic and political uncertainties that could adversely impact our business levels . 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. | |
| Our joint venture in Macau S.A.R. involves significant risks . The operations of MGM Grand Macau, 50% owned by us, are subject to unique risks, including risks related to: (a) Macaus 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: Foreign economy, adverse tax consequences, inability to adequately enforce our rights; or regulatory and political risks: 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 . 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, and unanticipated cost increases. Any of these circumstances could give rise to delays or cost overruns. Major expansion projects at our existing resorts can also result in disruption of our business during the construction period. | |
| Claims have been brought against us and our subsidiaries in various legal proceedings, and additional legal and tax claims arise from time to time. It is possible that our cash flows and results of operations could be affected by the resolution of these claims . We believe that the ultimate disposition of current matters will not have a material impact on our financial condition or results of operations. Please see the further discussion under Legal Proceedings. | |
| Tracinda Corporation beneficially owned approximately 52% of our outstanding common stock as of December 31, 2007 . As a result, Tracinda Corporation has the ability to elect our entire Board of Directors and determine the outcome of other matters submitted to our stockholders, such as the approval of significant transactions. | |
| A significant portion of our labor force is covered by collective bargaining agreements. Approximately 31,300 of our 67,400 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. For example, in August 2007, we entered a new five-year collective bargaining agreement covering approximately 21,000 of our Las Vegas Strip employees. This does not include the collective bargaining agreement covering employees at MGM Grand Las Vegas, which expires in 2008. The new agreement is retroactive to May 31, 2007 and provides for average annual increases in wages and benefits of approximately 4%. In addition, in October 2007 we entered into a new four-year labor agreement covering approximately 2,900 employees at MGM Grand Detroit which provides for average annual increases in wages and benefits of approximately 6%. |
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
Approximate
Name and Location
Acres
Notes
Las Vegas, Nevada operations:
Bellagio
82
Two acres of the site are subject to two ground leases that
expire (giving effect to our renewal options) in 2019 and 2073.
Approximately five acres are leased to CityCenter under a long-term
lease.
MGM Grand Las Vegas
102
Mandalay Bay
100
The Mirage
102
Site is shared with TI.
Luxor
60
TI
NA
See The Mirage.
New York-New York
20
Excalibur
53
Monte Carlo
28
Circus Circus Las Vegas
69
Includes Slots-a-Fun. Six acres of this land will be contributed to
our planned Kerzner joint venture.
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 in California, four miles from the Primm Valley Resorts.
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 2049.
Fallen Oak Golf Course, Saucier, Mississippi
508
Gold Strike, Tunica, Mississippi
24
Other land:
CityCenter-Support
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. We will contribute this land to
our planned joint venture with Kerzner International and
Istithmar.
North Las Vegas, Nevada
66
Located adjacent to Shadow Creek.
Other Las Vegas
9
Warehouse located a few miles from the Las Vegas Strip.
Henderson, Nevada
47
Adjacent to Railroad Pass.
Jean, Nevada
116
Located adjacent to, and across 1-15 from, Gold Strike. We will
contribute this land to our planned joint venture with Jean
Realty Development, LLC.
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
153
Approximately 19 acres are leased to Borgata including nine
acres under a short-term lease. Of the remaining land,
approximately 78 acres are suitable for development.
Table of Contents
Table of Contents
ITEM 5.
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
2007
2006
High
Low
High
Low
$
75.28
$
56.40
$
43.43
$
35.26
87.38
61.17
46.15
38.14
91.15
63.33
40.92
34.20
100.50
80.50
59.51
39.82
Shares Purchased
Maximum
Total
Average
As Part of a
Shares Still
Shares
Price Per
Publicly-Announced
Available for
Purchased
Share
Program
Repurchase
$
5,500,000
(1)
5,080,000
87.92
5,080,000
420,000
(1)
2,270,000
90.48
2,270,000
18,150,000
(1)(2)
7,350,000
7,350,000
(1)
Shares were repurchased under a July 2004 authorization from the Board
of Directors for the repurchase of up to 20 million shares, with no expiration.
(2)
In December 2007, the Board of Directors approved a new stock
repurchase program authorizing the Company to purchase up to 20 million
shares, with no expiration.
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)
26,674
$
31.90
3,073
Table of Contents
ITEM 6.
SELECTED FINANCIAL DATA
For the Years Ended December 31,
2007
2006
2005
2004
2003
(In thousands, except per share data)
$
7,691,637
$
7,175,956
$
6,128,843
$
4,001,804
$
3,657,662
2,863,930
1,758,248
1,330,065
932,613
684,879
1,400,545
635,996
435,366
345,209
226,719
1,584,419
648,264
443,256
412,332
243,697
$
4.88
$
2.25
$
1.53
$
1.24
$
0.76
5.52
2.29
1.56
1.48
0.82
286,809
283,140
284,943
279,325
297,861
$
4.70
$
2.18
$
1.47
$
1.19
$
0.75
5.31
2.22
1.50
1.43
0.80
298,284
291,747
296,334
289,333
303,184
$
22,727,686
$
22,146,238
$
20,699,420
$
11,115,029
$
10,811,269
11,182,003
12,997,927
12,358,829
5,463,619
5,533,462
6,060,703
3,849,549
3,235,072
2,771,704
2,533,788
$
20.63
$
13.56
$
11.35
$
9.87
$
8.85
293,769
283,909
285,070
280,740
286,192
The following events/transactions affect the year-to-year comparability of the selected
financial data presented above:
In January 2004, we sold the Golden Nugget Las Vegas and the Golden Nugget Laughlin
including substantially all of the assets and liabilities of those resorts (the Golden
Nugget Subsidiaries).
In July 2004, we sold the subsidiaries that owned and operated MGM Grand Australia.
In April 2007, we completed the sale of the Primm Valley Resorts.
In June 2007, we completed the sale of the Colorado Belle and Edgewater resorts in
Laughlin, Nevada (the Laughlin Properties).
The results of the above operations are classified as discontinued operations for all
periods presented.
The Mandalay acquisition closed on April 25, 2005.
Beau Rivage was closed from August 2005 to August 2006 due to Hurricane Katrina.
Beginning January 1, 2006, we began to recognize stock-based compensation in accordance
with Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based
Payment (SFAS 123(R)). For the years ended December 31, 2007 and 2006, incremental
expense, before tax, resulting from the adoption of SFAS 123(R) was $46 million and $70
million, respectively.
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.
During 2007, we recognized a $1.03 billion pre-tax gain on the contribution of
CityCenter to a joint venture.
Table of Contents
ITEM 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Las Vegas, Nevada:
Bellagio, MGM Grand Las Vegas, Mandalay Bay, The
Mirage, Luxor, TI, New York-New York, Excalibur, Monte Carlo, Circus Circus Las
Vegas and Slots-A-Fun.
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; 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).
Table of Contents
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 6.5% to 7.5%
of slots handle;
Hotel revenue indicators hotel occupancy (volume indicator); average daily
rate (ADR, price indicator); revenue per available room (REVPAR), a summary
measure of hotel results, combining ADR and occupancy rate.
A remodel of approximately 400 of Bellagios suites; a complete remodel of
the approximately 3,200 standard rooms at Mandalay Bay; and a remodel of over 1,000 of the
standard rooms at Excalibur.
Nightclub amenities including The Bank nightclub at Bellagio; Eyecandy sound
lounge and bar at Mandalay Bay; and CatHouse ultra lounge and restaurant and LAX
nightclub, both located at Luxor.
New restaurants and bars such as Diablos Cantina at Monte Carlo; Dicks Last
Resort at Excalibur; and Company American Bistro at Luxor.
Other resort facilities, including a complete upgrade to Mandalay Bays pool
area including adding a casino, restaurant and luxury cabanas and a
significant remodel to the spa and salon at The Mirage.
The all-new MGM Grand Detroit hotel and casino complex opened on October 2,
2007. The new casino has approximately 4,400 slot machines, 95 table games, 400
hotel rooms, and a variety of food and beverage offerings. The interim facility
closed on September 30, 2007 and had significantly fewer gaming positions and no
hotel. Based on the increased gaming capacity and extent of resort amenities,
we expect significantly higher revenues at MGM Grand Detroit in 2008. In
addition, now that the permanent casino is open the gaming tax rate decreased,
retroactive to October 2, from 26% to 21%.
We own 50% of MGM Grand Macau, which opened on December 18, 2007. Our share
of income from MGM Grand Macau will positively impact our results for 2008.
In August 2007, we entered a new five-year collective bargaining agreement
covering approximately 21,000 of our Las Vegas Strip employees. This does not
include the collective bargaining agreement covering employees at MGM Grand Las
Vegas, which expires in 2008. The new agreement is retroactive to May 31, 2007
and provides for increases in wages and benefits of approximately 4% annually.
In addition, in October 2007 we entered into a new four-year labor agreement
covering approximately 2,900 employees at MGM Grand Detroit which provides for
average annual increases in wages and benefits of approximately 6%.
Table of Contents
Year Ended December 31,
Percentage
Percentage
2007
Change
2006
Change
2005
(In thousands, except per share data)
$
7,691,637
7
%
$
7,175,956
17
%
$
6,128,843
2,863,930
63
%
1,758,248
32
%
1,330,065
1,400,545
120
%
635,996
46
%
435,366
1,584,419
144
%
648,264
46
%
443,256
$
4.70
116
%
$
2.18
48
%
$
1.47
5.31
140
%
2.22
48
%
1.50
During the fourth quarter of 2007 we recognized a $1.03 billion gain related
to the contribution of the CityCenter assets to a joint venture.
The addition of Mandalays resorts on April 25, 2005.
Our ongoing capital investments in our resorts, which we believe is allowing
us to market more effectively to visitors, capture a greater share of our
visitors increased travel budgets, and generate premium pricing for our
resorts rooms and other amenities.
The closure of Beau Rivage in August 2005 after Hurricane Katrina and
subsequent reopening in August 2006, and income related to insurance recoveries.
Operating income at Beau Rivage was $321 million, $104 million, and $40 million
in 2007, 2006 and 2005, respectively, which includes income from insurance
recoveries of $284 million in 2007 and $86 million in 2006.
Recognition of our share of profits from the closings of condominium units of
The Signature at MGM Grand, which were complete as of December 31, 2007. The
venture recorded revenue and cost of sales as units closed. In 2007, we
recognized income of approximately $84 million related to our share of the
ventures profits and $8 million of deferred profit on land contributed to the
venture. In 2006, we recognized income of approximately $102 million related to
our share of the ventures profits and $15 million of deferred profit on land
contributed to the venture. These amounts are classified in Income from
unconsolidated affiliates in the accompanying consolidated statements of income.
The adoption of Statement of Financial Accounting Standards No. 123(R),
Share-Based Payment (SFAS 123(R)). We recorded $46 million and $70 million
of additional stock compensation expense in 2007 and 2006, respectively, as a
result of adopting SFAS 123(R). Prior to January 1, 2006, we did not recognize
expense for employee stock options.
Table of Contents
Year Ended December 31,
Percentage
Percentage
2007
Change
2006
Change
2005
(In thousands)
$
7,691,637
7
%
$
7,175,956
17
%
$
6,128,843
4,139,147
9
%
3,813,386
15
%
3,316,870
1,140,363
6
%
1,070,942
20
%
889,806
193,893
20
%
161,507
24
%
130,633
92,105
146
%
37,397
138
%
15,693
(186,313
)
NM
(40,980
)
NM
37,021
(1,029,660
)
NM
700,334
11
%
629,627
12
%
560,626
5,049,869
(11
%)
5,671,879
15
%
4,950,649
222,162
(13
%)
254,171
67
%
151,871
$
2,863,930
63
%
$
1,758,248
32
%
$
1,330,065
Year Ended December 31,
Percentage
Percentage
2007
Change
2006
Change
2005
(In thousands)
$
1,228,296
(2
%)
$
1,251,304
13
%
$
1,107,337
1,897,610
7
%
1,770,176
13
%
1,563,485
113,148
4
%
108,958
16
%
93,724
3,239,054
3
%
3,130,438
13
%
2,764,546
2,130,542
7
%
1,991,477
22
%
1,634,588
1,651,655
11
%
1,483,914
17
%
1,271,650
1,376,417
16
%
1,190,904
17
%
1,018,813
5,158,614
11
%
4,666,295
19
%
3,925,051
8,397,668
8
%
7,796,733
17
%
6,689,597
(706,031
)
14
%
(620,777
)
11
%
(560,754
)
$
7,691,637
7
%
$
7,175,956
17
%
$
6,128,843
Table of Contents
Year Ended December 31,
2007
2006
(In thousands)
$
11,513
$
13,659
3,180
5,319
12,143
19,722
19,707
30,421
(865
)
1,267
$
45,678
$
70,388
Year Ended December 31,
2007
2006
2005
(In thousands)
$
24,169
$
9,429
$
5,173
36,853
5,057
1,914
26,257
3,313
503
1,130
8,379
1,437
3,832
3,696
6,352
6,725
$
92,105
$
36,362
$
15,752
Table of Contents
Year Ended December 31,
2007
2006
2005
(In thousands)
$
33,624
$
40,865
$
28,622
5,665
348
5,362
(217,290
)
(86,016
)
(8,312
)
3,823
3,037
$
(186,313
)
$
(40,980
)
$
37,021
For the periods ended December 31,
2007
2006
2005
(In thousands)
$
930,138
$
900,661
$
685,552
(215,951
)
(122,140
)
(29,527
)
(5,844
)
(18,160
)
(15,267
)
$
708,343
$
760,361
$
640,758
$
731,618
$
778,590
$
588,587
$13.0 billion
$12.7 billion
$10.1 billion
71/29
66/34
61/39
7.1
%
7.1
%
6.8
%
Year Ended December 31,
2007
2006
2005
(In thousands)
$
2,158,428
$
977,926
$
667,085
757,883
341,930
231,719
35.1
%
35.0
%
34.7
%
$
391,042
$
369,450
$
75,776
Table of Contents
Year Ended December 31,
2007
2006
2005
(In thousands)
$
994,416
$
1,231,952
$
1,182,796
(2,917,409
)
(1,758,795
)
(719,146
)
2,468,652
(4,420,990
)
578,873
(160,000
)
207,289
209,963
46,250
(86,000
)
(183,000
)
31,896
(7,595
)
(25,931
)
209,301
(1,642,427
)
(5,302,817
)
(1,152,300
)
(393,150
)
4,725,000
750,000
1,500,000
880,156
(1,402,233
)
(444,500
)
(1,408,992
)
1,192,758
97,792
89,113
145,761
(826,765
)
(246,892
)
(217,316
)
100,211
5,453
(61,783
)
(1,240,537
)
510,024
4,062,826
$
(36,820
)
$
99,549
$
(57,195
)
Table of Contents
Twelve Months Ended
December 31,
2007
2006
2005
(In millions)
$
962
$
520
$
79
336
262
90
63
446
44
584
191
101
20
2,136
1,329
233
205
39
64
102
48
474
343
422
781
430
486
$
2,917
$
1,759
$
719
Table of Contents
Year Ended December 31,
2007
2006
2005
(In thousands)
$
659,592
$
246,892
$
217,316
167,173
$
826,765
$
246,892
$
217,316
$
83.92
$
37.98
$
39.51
Table of Contents
2008
2009
2010
2011
2012
Thereafter
(In millions)
$
378
$
1,278
$
1,124
$
3,763
$
551
$
4,060
684
674
592
477
306
1,029
2
2
2
1
1
14
9
8
7
6
41
3
139
71
21
5
3
22
166
2
2
3
128
78
26
3
131
19
183
21
16
14
10
$
1,828
$
2,154
$
1,791
$
4,273
$
877
$
5,152
(1)
Estimated interest payments on long-term debt are based on principal amounts
outstanding at December 31, 2007 and forecasted LIBOR rates for our bank credit
facility.
(2)
Approximately $84 million of tax liabilities related to unrecognized tax
benefits are excluded from the table as we cannot reasonably estimate when
examination and other activity related to these amounts will conclude.
(3)
Includes our obligation to support $50 million of bonds issued by the Economic
Development Corporation of the City of Detroit as part of our development agreement
with the City. The bonds mature in 2009. Also includes the estimated payments of
obligations under our deferred compensation and supplemental executive retirement
plans, based on balances as of December 31, 2007 and assumptions of retirement based
on plan provisions.
(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 2008 includes approximately $141 million of open purchase
orders. Other commitments are for various contracts, including corporate aircraft
purchases, maintenance and other service agreements and advertising commitments.
Table of Contents
At December 31,
2007
2006
2005
(In thousands)
$
266,059
$
248,044
$
221,873
76,718
83,327
68,768
29
%
34
%
31
%
28 days
46 days
39 days
18
%
21
%
19
%
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Managements 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, 2007 and 2006
Years Ended December 31, 2007, 2006 and 2005
Consolidated Statements of Income
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders Equity
Notes to Consolidated Financial Statements
Schedule II Valuation and Qualifying Accounts
Exhibit
Number
Description
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 Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 1997).
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 Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (the 1999 10-K)).
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).
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 Companys
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2000 (the September 2000 10-Q)).
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
Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2003 (the June 2003 10-Q)).
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 Companys Form 8-A filed with the
Commission on May 11, 2005).
Amended and Restated Bylaws of the Company, effective
December 4, 2007 (incorporated by reference to Exhibit 3 to the Companys
Current Report on Form 8-K dated December 4, 2007).
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
Mandalays Current Report on Form 8-K dated July 21, 1993).
Table of Contents
Exhibit
Number
Description
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 Mandalays Current Report on Form 8-K dated January 29, 1996 (the
Mandalay January 1996 8-K)).
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 Mandalays Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1996 (the Mandalay October 1996 10-Q)).
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).
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).
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 the Mandalay October 1996 10-Q).
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).
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)).
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).
Second Supplemental Indenture, dated as of October 10,
2000, to the MRI 1997 Indenture (incorporated by reference to Exhibit
4(14) to the 2000 10-K).
Indenture, dated as of February 4, 1998, between MRI and
PNC Bank, National Association, as trustee (the MRI 1998 Indenture)
(incorporated by reference to Exhibit 4(e) to the Annual Report on Form
10-K of MRI for the fiscal year ended December 31, 1997 (the MRI 1997
10-K)).
Supplemental Indenture, dated as of February 4, 1998, to
the MRI 1998 Indenture, with respect to $200 million aggregate principal
amount of 6.75% Notes due 2008 (incorporated by reference to Exhibit 4(f)
to the MRI 1997 10-K).
Second Supplemental Indenture, dated as of October 10,
2000, to the MRI 1998 Indenture (incorporated by reference to Exhibit
4(15) to the 2000 10-K).
Indenture dated as of August 16, 2000 by and between
Mandalay and The Bank of New York, with respect to $200 million aggregate
principal amount of 9.5% Senior Notes due 2008 (incorporated by reference
to Exhibit 4.1 to Mandalays Form S-4 Registration Statement No.
333-44838).
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 Companys
Amended Current Report on Form 8-K/A dated September 12, 2000).
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 Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 (the 2000 10-K)).
Table of Contents
Exhibit
Number
Description
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).
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 Companys Current Report on Form 8-K dated January 18, 2001).
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 Mandalays Form S-4
Registration Statement No. 333-82936).
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 Mandalays Annual Report on
Form 10-K for the fiscal year ended January 31, 2003).
First Supplemental Indenture dated as of July 26, 2004,
relating to Mandalays Floating Rate Senior Convertible Debentures due
2033 (incorporated by reference to Exhibit 4 to Mandalays Current Report
on Form 8-K dated July 26, 2004).
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 Mandalays Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 2003).
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 Companys Current Report on Form 8-K dated September
11, 2003).
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 Mandalays Quarterly Report on Form 10-Q for
the fiscal quarter ended October 31, 2003).
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 Companys Current Report on Form 8-K, dated February 27, 2004).
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 Companys Current Report on Form 8-K dated August 25, 2004).
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
Companys Current Report on Form 8-K dated June 20, 2005).
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 Companys Current Report on Form 8-K dated September 9, 2005).
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
Companys Current Report on Form 8-K dated April 5, 2006 (the April 2006
8-K)).
Table of Contents
Exhibit
Number
Description
Registration Rights Agreement, dated April 5, 2006,
among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and certain initial
purchases parties thereto (incorporated by reference to Exhibit 4.2 to
the April 2006 8-K).
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 Companys
Current Report on Form 8-K dated December 21, 2006 (the December 2006
8-K)).
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).
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 Companys Current Report on Form 8-K dated May 17,
2007).
Guarantee, dated as of May 31, 2000, by certain subsidiaries of the
Company, in favor of The Chase Manhattan Bank, as successor in interest
to PNC Bank, National Association, as trustee for the benefit of the
holders of Notes pursuant to the Indenture referred to therein
(incorporated by reference to Exhibit 10.4 to the May 2000 8-K).
Schedule setting forth material details of the Guarantee, dated as of
May 31, 2000, by certain subsidiaries of the Company, in favor of U.S.
Trust Company, National Association (formerly known as U.S. Trust Company
of California, N.A.), as trustee for the benefit of the holders of Notes
pursuant to the Indenture referred to therein (incorporated by reference
to Exhibit 10.5 to the May 2000 8-K).
Schedule setting forth material details of the Guarantee (Mirage
Resorts, Incorporated 6.75% Notes Due February 1, 2008), 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 10.7 to the May 2000 8-K).
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 10.8 to the May 2000 8-K).
Instrument of Joinder, dated as of May 31, 2000, by MRI and certain of
its wholly owned subsidiaries, in favor of the beneficiaries of the
Guarantees referred to therein (incorporated by reference to Exhibit 10.9
to the May 2000 8-K).
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
September 2005 10-Q).
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).
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).
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).
Table of Contents
Exhibit
Number
Description
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).
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).
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).
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).
Guarantee (Mirage Resorts, Incorporated 6.75% Senior Notes due 2007
and 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).
Guarantee (Mirage Resorts, Incorporated 6.75% Senior Notes due 2008),
dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in
favor of JPMorgan Chase Bank, N.A., successor in interest to PNC 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 10.18 to the September 2005 10-Q).
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).
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).
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).
Guarantee (Mandalay Resort Group 9.5% Senior Notes due 2008), 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 10.23 to the September 2005 10-Q).
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).
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).
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).
Table of Contents
Exhibit
Number
Description
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 (incorporated by reference to Exhibit 10 to the
Companys Current Report on Form 8-K dated October 3, 2006).
Guaranty Agreement, dated July 19, 2006, by MGM MIRAGE in favor of
Bank of America, N.A., as Administrative Agent for the benefit of the
Lenders from time to time party to a Construction Loan Agreement with the
Borrower, Turnberry/MGM Grand Tower C, LLC.
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 Mandalays Registration
Statement (No. 2-85794) on Form S-1).
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 Mandalays Registration
Statement (No. 33-4475) on Form S-1).
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).
Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10(1) to the Companys Annual Report on Form
10-K for the fiscal year ended December 31, 1996).
1997 Nonqualified Stock Option Plan, Amended and Restated February 2, 2004 (incorporated by reference to Exhibit 10.1
of the June 2004 10-Q).
Amendment to the MGM MIRAGE 1997 Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10 to the
Companys Current Report on Form 8-K dated July 9, 2007).
MGM MIRAGE 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10 to the Companys Registration
Statement on Form S-8 filed May 12, 2005).
Amended and Restated Annual Performance-Based Incentive Plan for Executive Officers, giving effect to amendment
approved by the Companys shareholders on May 9, 2006 (incorporated by reference to Appendix A to the Companys 2006
Proxy Statement).
Non-Qualified Deferred Compensation Plan, dated as of January 1, 2001 (incorporated by reference to Exhibit 10.3(12)
to the 2000 10-K).
Supplemental Executive Retirement Plan, dated as of January 1, 2001 (incorporated by reference to Exhibit 10.3(13) to
the 2000 10-K).
Deferred Compensation Plan II, dated as of December 30, 2004 (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K dated January 10, 2005 (the January 2005 8-K).
Supplemental Executive Retirement Plan II, dated as of December 30, 2004 (incorporated by reference to Exhibit 10.1
to the January 2005 8-K).
Amendment to Deferred Compensation Plan II, dated as of December 21, 2005 (incorporated by reference to Exhibit
10.3(9) to the 2005 10-K).
Amendment No. 1 to the Deferred Compensation Plan II, dated as of July 10, 2007.
Amendment No. 1 to the Supplemental Executive Retirement Plan II, dated as of July 10, 2007.
Amendment No. 2 to the Deferred Compensation Plan II, dated as of October 15, 2007.
Table of Contents
Exhibit
Number
Description
Amendment No. 2 to the Supplemental Executive Retirement Plan II, dated as of October 15, 2007.
Employment Agreement, dated September 16, 2005, between the Company and J. Terrence Lanni (incorporated by reference
to Exhibit 10.1 to the Companys Current Report on Form 8-K dated September 16, 2005 (the September 16, 2005 8-K)).
Employment Agreement, dated September 16, 2005, between the Company and Robert H. Baldwin (incorporated by reference
to Exhibit 10.2 to the September 16, 2005 8-K).
Employment Agreement, dated September 16, 2005, between the Company and John Redmond (incorporated by reference to
Exhibit 10.3 to the September 16, 2005 8-K).
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).
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).
Employment Agreement, dated March 1, 2007, between the Company and Aldo Manzini.
Letter Agreement dated June 19, 2007, between the Company and Aldo Manzini.
Employment Agreement, dated December 3, 2007, between the Company and Dan DArrigo (incorporated by reference to
Exhibit 10 to the Companys Current Report on Form 8-K dated December 3, 2007).
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).
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).
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).
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 Mandalays Quarterly Report on Form 10-Q for
the fiscal quarter ended July 31, 2004.)
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 2005
10-K).
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
Companys Current Report on Form 8-K dated April 19, 2005).
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).
Loan Agreement with the M Resort LLC dated April 24, 2007
(incorporated by reference to Exhibit 10 to the Companys Current Report
on Form 8-K dated April 24, 2007).
Limited Liability Company Agreement of CityCenter Holdings, LLC, dated
August 21, 2007 (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated August 21, 2007 (the August
2007 8-K)).
Table of Contents
Exhibit
Number
Description
Amendment No 1, dated November 15, 2007, to the Limited Liability
Company Agreement of CityCenter Holdings, LLC, dated August 21, 2007
(incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K dated November 15, 2007).
Amendment No 2, dated December 31, 2007, to the Limited Liability
Company Agreement of CityCenter Holdings, LLC, dated August 21, 2007
(incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K dated December 31, 2007).
Limited Liability Company Operating Agreement of IKM JV, LLC, dated
September 10, 2007 (incorporated by reference to Exhibit 10 to the
Companys Current Report on Form 8-K dated September 10, 2007).
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 the June 2002 10-Q).
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 Mandalays Annual Report on Form 10-K for the year ended
January 31, 2005).
Purchase Agreement dated October 13, 2006, by and among Mandalay Resort
Group, as seller, Edgewater Hotel Corporation, Colorado Belle Corporation,
and Aces High Management, LLC, as purchaser (incorporated by reference to
the Companys Current Report on Form 8-K dated October 13, 2006).
Purchase Agreement dated October 31, 2006, by and among New York-New
York Hotel & Casino, LLC, as seller, PRMA Land Development Company, The
Primadonna Company LLC, and Herbst Gaming Inc., as purchaser (incorporated
by reference to the Companys Current Report on Form 8-K dated October 31,
2006).
Operating Agreement of Jeanco, LLC, dated February 9, 2007,
(incorporated by reference to Exhibit 10 to the Companys Current Report
on Form 8-K dated February 9, 2007).
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 August 2007 8-K).
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
Companys Current Report on Form 8-K dated October 17, 2007).
List of subsidiaries of the Company.
Consent of Deloitte & Touche LLP.
Certification of Chief Executive Officer of Periodic
Report Pursuant to Rule 13a 14(a) and Rule 15d 14(a).
Certification of Chief Financial Officer of Periodic
Report Pursuant to Rule 13a 14(a) and Rule 15d 14(a).
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
Description of our Operating Resorts.
Description of Regulation and Licensing.
*
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.
Table of Contents
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
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.
Table of Contents
of MGM MIRAGE
February 29, 2008
Table of Contents
of MGM MIRAGE
February 29, 2008
Table of Contents
(In thousands, except share amounts)
At December 31,
2007
2006
$
412,390
$
452,944
412,345
362,921
126,116
118,459
18,619
63,453
68,046
105,412
124,414
55,670
369,348
1,175,386
1,514,751
188,433
16,823,704
17,241,860
2,482,727
1,092,257
1,262,922
1,300,747
359,770
367,200
623,177
440,990
4,728,596
3,201,194
$
22,727,686
$
22,146,238
$
219,556
$
182,154
76,524
234,486
284,075
211,228
232,957
929,424
958,244
3,880
40,259
1,724,687
1,648,100
3,416,660
3,441,157
11,175,229
12,994,869
350,407
212,563
3,684
3,629
3,951,162
2,806,636
(2,115,107
)
(1,597,120
)
4,220,408
2,635,989
556
415
6,060,703
3,849,549
$
22,727,686
$
22,146,238
Table of Contents
(In thousands, except per share amounts)
Year Ended December 31,
2007
2006
2005
$
3,239,054
$
3,130,438
$
2,764,546
2,130,542
1,991,477
1,634,588
1,651,655
1,483,914
1,271,650
560,909
459,540
426,175
296,148
278,695
253,214
519,360
452,669
339,424
8,397,668
7,796,733
6,689,597
(706,031
)
(620,777
)
(560,754
)
7,691,637
7,175,956
6,128,843
1,677,884
1,612,992
1,422,472
570,191
539,442
454,082
984,279
902,278
782,372
399,106
333,619
305,799
190,137
179,929
164,189
317,550
245,126
187,956
1,140,363
1,070,942
889,806
193,893
161,507
130,633
92,105
36,362
15,752
1,035
(59
)
(186,313
)
(40,980
)
37,021
(1,029,660
)
700,334
629,627
560,626
5,049,869
5,671,879
4,950,649
222,162
254,171
151,871
2,863,930
1,758,248
1,330,065
17,210
11,192
12,037
(708,343
)
(760,361
)
(640,758
)
(18,805
)
(16,063
)
(15,825
)
4,436
(15,090
)
(18,434
)
(705,502
)
(780,322
)
(662,980
)
2,158,428
977,926
667,085
(757,883
)
(341,930
)
(231,719
)
1,400,545
635,996
435,366
10,461
18,473
11,815
265,813
(92,400
)
(6,205
)
(3,925
)
183,874
12,268
7,890
$
1,584,419
$
648,264
$
443,256
$
4.88
$
2.25
$
1.53
0.64
0.04
0.03
$
5.52
$
2.29
$
1.56
$
4.70
$
2.18
$
1.47
0.61
0.04
0.03
$
5.31
$
2.22
$
1.50
Table of Contents
(In thousands)
Year Ended December 31,
2007
2006
2005
$
1,584,419
$
648,264
$
443,256
700,334
653,919
588,102
4,298
(3,096
)
5,791
32,910
47,950
25,846
45,678
73,626
7,323
(186,313
)
(41,135
)
36,880
18,139
(1,029,660
)
(265,813
)
(162,217
)
(229,295
)
(134,132
)
211,062
212,477
89,857
32,813
59,764
51,759
94,083
(82,666
)
(65,467
)
(68,159
)
(8,511
)
(10,431
)
(7,017
)
315,877
(129,929
)
8,058
10,937
(21,921
)
10,830
32,720
111,559
75,404
(458,165
)
(89,724
)
247,046
13,970
72,711
98,786
(5,962
)
(46,581
)
(46,275
)
(97,082
)
(50,784
)
(16,949
)
994,416
1,231,952
1,182,796
(2,917,409
)
(1,758,795
)
(719,146
)
2,468,652
(4,420,990
)
578,873
(160,000
)
207,289
209,963
46,250
47,571
11,375
7,828
(86,000
)
(183,000
)
(15,675
)
(18,970
)
(33,759
)
209,301
(1,642,427
)
(5,302,817
)
(402,300
)
756,850
325,000
6,750,000
7,000,000
4,400,000
(7,500,000
)
(8,150,000
)
750,000
1,500,000
880,156
(1,402,233
)
(444,500
)
(1,408,992
)
(5,983
)
(28,383
)
(50,331
)
1,192,758
97,792
89,113
145,761
(826,765
)
(246,892
)
(217,316
)
102,479
47,330
3,715
(13,494
)
(11,452
)
(1,240,537
)
510,024
4,062,826
(36,820
)
99,549
(57,195
)
(3,734
)
(24,538
)
452,944
377,933
435,128
$
412,390
$
452,944
$
377,933
$
731,618
$
778,590
$
588,587
391,042
369,450
75,776
$
2,773,612
$
$
127,993
125,258
40,803
Table of Contents
(In thousands)
Accumulated Other
Common Stock
Capital in
Comprehensive
Total
Shares
Par
Excess of
Deferred
Treasury
Retained
Income
Stockholders
Outstanding
Value
Par Value
Compensation
Stock
Earnings
(Loss)
Equity
280,740
$
3,472
$
2,346,329
$
(10,878
)
$
(1,110,551
)
$
1,544,499
$
(1,167
)
$
2,771,704
443,256
443,256
(1,631
)
(1,631
)
1,997
1,997
443,622
7,323
7,323
92,690
92,690
(24
)
422
(422
)
10,115
101
145,690
(30
)
145,761
(5,500
)
(217,316
)
(217,316
)
(261
)
(10,105
)
(10,105
)
1,878
(485
)
1,393
285,070
3,573
2,586,587
(3,618
)
(1,338,394
)
1,987,725
(801
)
3,235,072
648,264
648,264
1,213
1,213
3
3
649,480
71,186
3,238
74,424
60,033
60,033
(4
)
70
(70
)
5,623
56
89,057
89,113
(6,500
)
(246,892
)
(246,892
)
(280
)
(11,764
)
(11,764
)
(227
)
310
83
283,909
3,629
2,806,636
(1,597,120
)
2,635,989
415
3,849,549
1,584,419
1,584,419
583
583
(442
)
(442
)
1,584,560
47,267
47,267
115,439
115,439
14,200
883,980
308,778
1,192,758
5,510
55
96,691
96,746
(9,850
)
(826,765
)
(826,765
)
1,149
1,149
293,769
$
3,684
$
3,951,162
$
$
(2,115,107
)
$
4,220,408
$
556
$
6,060,703
Table of Contents
Table of Contents
Table of Contents
30 to 45 years
10 to 20 years
3 to 10 years
3 to 20 years
Table of Contents
Year Ended December 31,
2007
2006
2005
(In thousands)
$
96,183
$
91,799
$
74,022
303,900
296,866
229,892
33,457
34,439
31,733
$
433,540
$
423,104
$
335,647
Year Ended December 31,
2007
2006
2005
(In thousands)
286,809
283,140
284,943
11,475
8,607
11,391
298,284
291,747
296,334
Table of Contents
At December 31,
2007
2006
(In thousands)
$
(305
)
$
137
861
278
$
556
$
415
Table of Contents
Year Ended December 31,
2005
(In thousands, except
per share amounts)
$
6,977,609
1,488,013
454,365
465,539
$
1.59
1.63
$
1.53
1.57
At December 31,
2007
2006
(In thousands)
$
3,734
$
24,538
587
3,203
825
3,196
952
8,141
6,098
39,078
47,194
316,332
5,000
2,378
8,938
55,670
369,348
938
6,622
2,942
29,142
3,880
35,764
4,495
3,880
40,259
$
51,790
$
329,089
For the periods ended December 31,
2007
2006
2005
(In thousands
)
$
128,619
$
412,032
$
353,125
5,844
18,160
15,267
Table of Contents
$
2,468
(22
)
2,446
(1,387
)
(29
)
$
1,030
At December 31,
2007
2006
(In thousands)
$
266,059
$
248,044
181,545
175,770
50,579
29,131
498,183
452,945
(85,838
)
(90,024
)
$
412,345
$
362,921
Table of Contents
At December 31,
2007
2006
(In thousands)
$
7,692,737
$
7,905,430
8,713,703
7,869,972
3,229,416
2,954,921
552,667
1,306,770
20,188,523
20,037,093
(3,364,819
)
(2,795,233
)
$
16,823,704
$
17,241,860
At December 31,
2007
2006
(In thousands)
$
1,421,480
$
453,277
454,354
297,328
300,151
258,298
285,038
35,152
31,258
5,651
11,661
11,541
9,795
$
2,482,727
$
1,092,257
For the periods ended December 31,
2007
2006
2005
(In thousands)
$
83,728
$
102,785
$
8,003
14,524
776
(108
)
(2,777
)
$
92,507
$
117,201
$
(2,777
)
At December 31,
2007
2006
(In thousands)
$
2,976,271
$
698,587
321,814
321,814
(662,492
)
99,055
68,806
(251,921
)
3,050
$
2,482,727
$
1,092,257
Table of Contents
Year Ended December 31,
2007
2006
2005
(In thousands)
$
222,162
$
254,171
$
151,871
(41,140
)
(8,813
)
(1,914
)
(18,805
)
(16,063
)
(15,825
)
$
162,217
$
229,295
$
134,132
At December 31,
2007
2006
(In thousands)
$
678,217
$
281,766
7,803,128
2,227,570
839,667
248,931
1,896,670
1,009,565
5,745,008
1,250,840
Year Ended December 31,
2007
2006
2005
(In thousands)
$
1,885,595
$
2,020,523
$
1,243,465
(1,450,854
)
(1,536,253
)
(938,972
)
(79,596
)
(12,285
)
(1,352
)
355,145
471,985
303,141
(48,500
)
(37,898
)
(35,034
)
6,082
2,462
1,435
$
312,727
$
436,549
$
269,542
December 31,
2007
$
217,415
4,973,887
337,598
286,952
4,566,752
December 31,
2007
$
(3,842
)
(5,258
)
(9,100
)
1,913
$
(7,187
)
At December 31,
2007
2006
(In thousands)
$
1,214,297
$
1,216,990
47,186
76,342
1,439
7,415
$
1,262,922
$
1,300,747
$
98,098
$
100,056
245,146
247,346
343,244
347,402
16,526
19,798
$
359,770
$
367,200
Table of Contents
Year Ended December 31,
2007
2006
(In thousands)
$
1,300,747
$
1,314,561
(29,156
)
(2,693
)
(8,814
)
(5,976
)
(5,000
)
$
1,262,922
$
1,300,747
At December 31,
2007
2006
(In thousands)
$
302,707
$
304,924
137,771
163,121
105,126
89,574
71,069
71,918
89,131
76,739
72,528
66,827
151,092
185,141
$
929,424
$
958,244
At December 31,
2007
2006
(In thousands)
$
3,229,550
$
4,381,850
709,477
197,279
505,704
180,085
175,951
200,203
206,733
227,356
227,955
1,052,577
1,053,942
312,807
319,277
823,689
823,197
400,000
400,000
133,320
133,529
550,000
550,000
154,679
155,351
500,000
500,000
523,089
522,839
879,173
879,592
250,000
250,000
750,000
84,499
83,556
750,000
750,000
8,472
8,472
155,835
155,900
4,265
4,265
5,630
11,175,229
12,994,869
$
11,175,229
$
12,994,869
Table of Contents
For the periods ended December 31,
2007
2006
2005
(In thousands)
$
930,138
$
900,661
$
685,552
(215,951
)
(122,140
)
(29,527
)
(5,844
)
(18,160
)
(15,267
)
$
708,343
$
760,361
$
640,758
Years ending December 31,
(In thousands)
$
377,998
1,277,665
1,123,891
3,763,245
551,335
4,060,169
11,154,303
20,926
$
11,175,229
Table of Contents
Year Ended December 31,
2007
2006
2005
(In thousands)
$
757,883
$
341,930
$
231,719
92,400
6,205
3,925
$
850,283
$
348,135
$
235,644
Year Ended December 31,
2007
2006
2005
(In thousands)
$
729,249
$
328,068
$
218,901
16,921
8,152
4,164
6,326
752,496
336,220
223,065
2,493
3,920
5,252
728
1,432
6,811
2,166
5,387
5,352
12,063
(72
)
(2,979
)
430
(430
)
358
(3,409
)
$
757,883
$
341,930
$
231,719
Year Ended December 31,
2007
2006
2005
35.0
%
35.0
%
35.0
%
0.1
0.4
1.2
(0.2
)
(0.8
)
2.0
(1.8
)
(1.5
)
(0.3
)
(0.6
)
(1.3
)
0.3
1.0
1.3
35.1
%
35.0
%
34.7
%
At December 31,
2007
2006
(In thousands)
$
39,880
$
35,454
48,439
39,039
1,054
5,705
4,278
5,006
68,614
34,316
6,338
45,442
23,662
2,491
2,491
210,198
152,011
(4,047
)
(8,308
)
$
206,151
$
143,703
Table of Contents
At December 31,
2007
2006
(In thousands)
$
(3,444,406
)
$
(3,385,984
)
(1,479
)
(10,735
)
(31,839
)
(102,738
)
(98,991
)
(3,559,358
)
(3,516,814
)
2,214
2,144
(2,214
)
(2,144
)
$
(3,353,207
)
$
(3,373,111
)
$
105,139
14,423
(47,690
)
13,220
(7,162
)
(602
)
$
77,328
Table of Contents
Operating
Capital
Leases
Leases
(In thousands)
14,190
1,814
9,498
1,637
7,843
1,607
7,021
1,401
5,983
981
40,756
$
85,291
7,440
(666
)
6,774
(1,492
)
$
5,282
Table of Contents
Year Ended December 31,
2007
2006
2005
(In thousands)
$
659,592
$
246,892
$
217,316
167,173
$
826,765
$
246,892
$
217,316
$
83.92
$
37.98
$
39.51
The omnibus plan allowed for the issuance of up to 20 million shares or
share-based awards;
For stock options and stock appreciation rights, the exercise price of the
award must equal the fair market value of the stock on the date of grant and the
maximum term of such an award is ten years.
Table of Contents
Weighted
Weighted
Average
Aggregate
Average
Remaining
Intrinsic
Shares
Exercise
Contractual
Value
(000s)
Price
Term
($000s)
30,532
$
25.37
2,640
79.12
(5,565
)
18.21
(933
)
34.11
26,674
31.90
4.8
$
1,402,095
25,969
31.70
4.8
$
1,370,195
11,357
21.83
4.4
$
708,621
Year Ended December 31,
2007
2006
2005
(In thousands)
$
339,154
$
166,257
$
255,663
114,641
56,351
89,337
97,792
89,113
145,761
Year Ended December 31,
2007
2006
2005
(In thousands)
$
47,267
$
71,386
$
139
3,038
7,184
47,267
74,424
7,323
(1,589
)
(798
)
45,678
73,626
7,323
(15,734
)
(24,901
)
(1,204
)
$
29,944
$
48,725
$
6,119
Year Ended December 31,
2007
2006
2005
32
%
33
%
37
%
4.1years
4.1years
4.3years
0
%
0
%
0
%
4.4
%
4.9
%
3.8
%
4.6
%
4.6
%
0
%
$
25.93
$
14.50
$
12.73
Table of Contents
Year Ended December 31,
2005
(In thousands)
$
443,256
(47,934
)
$
395,322
$
1.56
$
1.39
$
1.50
$
1.33
Table of Contents
Year Ended December 31,
2007
2006
2005
(In thousands)
$
33,624
$
40,865
$
28,622
5,665
348
5,362
(217,290
)
(86,016
)
(8,312
)
3,823
3,037
$
(186,313
)
$
(40,980
)
$
37,021
Table of Contents
As of December 31, 2007
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Elimination
Consolidated
(
In thousands)
$
81,379
$
1,033,407
$
60,600
$
$
1,175,386
16,044,642
791,034
(11,972
)
16,823,704
19,169,892
484,047
(19,653,939
)
2,224,429
258,298
2,482,727
244,857
1,890,308
110,704
2,245,869
$
19,496,128
$
21,676,833
$
1,220,636
$
(19,665,911
)
$
22,727,686
$
459,968
$
1,217,506
$
47,213
$
$
1,724,687
125,094
(396,080
)
270,986
3,416,660
3,416,660
9,347,527
1,467,152
360,550
11,175,229
86,176
209,554
54,677
350,407
6,060,703
19,178,701
487,210
(19,665,911
)
6,060,703
$
19,496,128
$
21,676,833
$
1,220,636
$
(19,665,911
)
$
22,727,686
For the Year Ended December 31, 2007
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Elimination
Consolidated
(
In thousands)
$
$
7,204,278
$
487,359
$
$
7,691,637
2,982,008
34,814
(3,016,822
)
14,514
3,850,182
274,451
4,139,147
11,455
1,055,644
73,264
1,140,363
35,534
158,359
193,893
731
28,264
63,110
92,105
(186,313
)
(186,313
)
(1,029,660
)
(1,029,660
)
1,497
667,015
31,822
700,334
63,731
4,543,491
442,647
5,049,869
222,162
222,162
2,918,277
2,917,763
44,712
(3,016,822
)
2,863,930
(599,178
)
(86,473
)
(5,482
)
(691,133
)
575
(14,890
)
(54
)
(14,369
)
2,319,674
2,816,400
39,176
(3,016,822
)
2,158,428
(731,456
)
(22,065
)
(4,362
)
(757,883
)
1,588,218
2,794,335
34,814
(3,016,822
)
1,400,545
(3,799
)
187,673
183,874
$
1,584,419
$
2,982,008
$
34,814
$
(3,016,822
)
$
1,584,419
$
(1,098,889
)
$
2,008,888
$
84,417
$
$
994,416
621,727
(407,745
)
(4,681
)
209,301
1,108,286
(2,675,119
)
321,615
4,681
(1,240,537
)
Table of Contents
As of December 31, 2006
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Elimination
Consolidated
(
In thousands)
$
95,361
$
1,369,711
$
49,679
$
$
1,514,751
188,433
188,433
16,797,263
456,569
(11,972
)
17,241,860
16,563,917
300,560
(16,864,477
)
792,106
300,151
1,092,257
94,188
1,911,362
103,387
2,108,937
$
16,753,466
$
21,359,435
$
909,786
$
(16,876,449
)
$
22,146,238
$
227,743
$
1,364,472
$
55,885
$
$
1,648,100
(1,478,207
)
1,339,654
138,553
3,441,157
3,441,157
10,712,047
2,173,972
108,850
12,994,869
1,177
161,458
49,928
212,563
3,849,549
16,319,879
556,570
(16,876,449
)
3,849,549
$
16,753,466
$
21,359,435
$
909,786
$
(16,876,449
)
$
22,146,238
For the Year Ended December 31, 2006
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Elimination
Consolidated
(
In thousands)
$
$
6,714,659
$
461,297
$
$
7,175,956
1,777,144
167,262
(1,944,406
)
19,251
3,543,026
251,109
3,813,386
20,713
993,732
56,497
1,070,942
40,151
121,356
161,507
523
32,526
3,313
36,362
1,035
1,035
10,872
(51,853
)
1
(40,980
)
2,398
611,045
16,184
629,627
93,908
5,250,867
327,104
5,671,879
218,063
36,108
254,171
1,683,236
1,849,117
170,301
(1,944,406
)
1,758,248
(708,902
)
(40,407
)
140
(749,169
)
(1,978
)
(29,962
)
787
(31,153
)
972,356
1,778,748
171,228
(1,944,406
)
977,926
(312,288
)
(25,676
)
(3,966
)
(341,930
)
660,068
1,753,072
167,262
(1,944,406
)
635,996
(11,804
)
24,072
12,268
$
648,264
$
1,777,144
$
167,262
$
(1,944,406
)
$
648,264
$
(896,346
)
$
1,974,375
$
153,923
$
$
1,231,952
5,300
(1,359,878
)
(283,241
)
(4,608
)
(1,642,427
)
874,485
(503,801
)
134,732
4,608
510,024
Table of Contents
For the Year Ended December 31, 2005
Guarantor
Non-Guarantor
Parent
Subsidiaries
Subsidiaries
Elimination
Consolidated
(
In thousands)
$
$
5,687,750
$
441,093
$
$
6,128,843
1,228,651
152,107
(1,380,758
)
3,082,987
233,883
3,316,870
834,166
55,640
889,806
13,797
116,836
130,633
15,249
503
15,752
(59
)
(59
)
36,587
434
37,021
2,390
531,586
26,650
560,626
16,187
4,617,352
317,110
4,950,649
120,330
31,541
151,871
1,212,464
1,342,835
155,524
(1,380,758
)
1,330,065
(517,617
)
(112,506
)
1,402
(628,721
)
(14,293
)
(20,005
)
39
(34,259
)
680,554
1,210,324
156,965
(1,380,758
)
667,085
(227,374
)
(4,345
)
(231,719
)
453,180
1,210,324
152,620
(1,380,758
)
435,366
(9,924
)
17,814
7,890
$
443,256
$
1,228,138
$
152,620
$
(1,380,758
)
$
443,256
$
(449,590
)
$
1,471,372
$
161,014
$
$
1,182,796
(4,587,820
)
(618,007
)
(93,687
)
(3,303
)
(5,302,817
)
5,043,152
(732,145
)
(251,484
)
3,303
4,062,826
Table of Contents
Quarter
First
Second
Third
Fourth
Total
(In thousands, except per share amounts)
$
1,929,435
$
1,936,416
$
1,897,070
$
1,928,716
$
7,691,637
445,133
468,973
464,613
1,485,211
2,863,930
163,010
182,898
183,863
870,774
1,400,545
168,173
360,172
183,863
872,211
1,584,419
$
0.57
$
0.64
$
0.65
$
2.96
$
4.88
0.59
1.27
0.65
2.96
5.52
$
0.55
$
0.62
$
0.62
$
2.85
$
4.70
0.57
1.22
0.62
2.85
5.31
$
1,774,368
$
1,760,508
$
1,795,042
$
1,846,038
$
7,175,956
413,353
417,422
419,397
508,076
1,758,248
139,762
143,341
153,765
199,128
635,996
144,037
146,394
156,262
201,571
648,264
$
0.49
$
0.50
$
0.55
$
0.70
$
2.25
0.51
0.51
0.55
0.71
2.29
$
0.48
$
0.49
$
0.53
$
0.68
$
2.18
0.49
0.50
0.54
0.69
2.22
Table of Contents
By:
/s/ J. Terrence Lanni
J. Terrence Lanni, Chairman and Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Daniel J. DArrigo
Daniel J. DArrigo, Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
By:
/s/ Robert C. Selwood
Robert C. Selwood, Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Signature
Title
Date
Chairman and Chief Executive Officer
February 29, 2008
and Chairman of the Board
(Principal Executive Officer)
President, Chief Operating Officer
February 29, 2008
and Director
Chief Construction and
February 29, 2008
Design Officer and Director
Executive Vice President, General
February 29, 2008
Counsel, Secretary and Director
Table of Contents
Signature
Title
Date
Director
February 29, 2008
Director
February 29, 2008
Director
February 29, 2008
Director
February 29, 2008
Director
February 29, 2008
Director
February 29, 2008
Director
February 29, 2008
Director
February 29, 2008
Director
February 29, 2008
Director
February 29, 2008
Director
February 29, 2008
Table of Contents
(In thousands)
Additions
Deductions
Balance at
Provision for
from
Write-offs,
related to
Balance at
Beginning of
Doubtful
Mandalay
net of
Discontinued
End of
Description
Period
Accounts
Acquisition
Recoveries
Operations
Period
$
90,024
$
32,910
$
$
(37,096
)
$
$
85,838
77,270
47,950
(34,658
)
(538
)
90,024
59,760
25,846
14,423
(22,759
)
77,270
Table of Contents
Exhibit
Number
Description
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 Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 1997).
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 Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 (the 1999 10-K)).
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).
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 Companys
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
2000 (the September 2000 10-Q)).
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
Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2003 (the June 2003 10-Q)).
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 Companys Form 8-A filed with the
Commission on May 11, 2005).
Amended and Restated Bylaws of the Company, effective
December 4, 2007 (incorporated by reference to Exhibit 3 to the Companys
Current Report on Form 8-K dated December 4, 2007).
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
Mandalays Current Report on Form 8-K dated July 21, 1993).
Table of Contents
Exhibit
Number
Description
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 Mandalays Current Report on Form 8-K dated January 29, 1996 (the
Mandalay January 1996 8-K)).
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 Mandalays Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1996 (the Mandalay October 1996 10-Q)).
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).
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).
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 the Mandalay October 1996 10-Q).
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).
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)).
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).
Second Supplemental Indenture, dated as of October 10,
2000, to the MRI 1997 Indenture (incorporated by reference to Exhibit
4(14) to the 2000 10-K).
Indenture, dated as of February 4, 1998, between MRI and
PNC Bank, National Association, as trustee (the MRI 1998 Indenture)
(incorporated by reference to Exhibit 4(e) to the Annual Report on Form
10-K of MRI for the fiscal year ended December 31, 1997 (the MRI 1997
10-K)).
Supplemental Indenture, dated as of February 4, 1998, to
the MRI 1998 Indenture, with respect to $200 million aggregate principal
amount of 6.75% Notes due 2008 (incorporated by reference to Exhibit 4(f)
to the MRI 1997 10-K).
Second Supplemental Indenture, dated as of October 10,
2000, to the MRI 1998 Indenture (incorporated by reference to Exhibit
4(15) to the 2000 10-K).
Indenture dated as of August 16, 2000 by and between
Mandalay and The Bank of New York, with respect to $200 million aggregate
principal amount of 9.5% Senior Notes due 2008 (incorporated by reference
to Exhibit 4.1 to Mandalays Form S-4 Registration Statement No.
333-44838).
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 Companys
Amended Current Report on Form 8-K/A dated September 12, 2000).
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 Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 (the 2000 10-K)).
Table of Contents
Exhibit
Number
Description
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).
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 Companys Current Report on Form 8-K dated January 18, 2001).
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 Mandalays Form S-4
Registration Statement No. 333-82936).
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 Mandalays Annual Report on
Form 10-K for the fiscal year ended January 31, 2003).
First Supplemental Indenture dated as of July 26, 2004,
relating to Mandalays Floating Rate Senior Convertible Debentures due
2033 (incorporated by reference to Exhibit 4 to Mandalays Current Report
on Form 8-K dated July 26, 2004).
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 Mandalays Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 2003).
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 Companys Current Report on Form 8-K dated September
11, 2003).
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 Mandalays Quarterly Report on Form 10-Q for
the fiscal quarter ended October 31, 2003).
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 Companys Current Report on Form 8-K, dated February 27, 2004).
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 Companys Current Report on Form 8-K dated August 25, 2004).
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
Companys Current Report on Form 8-K dated June 20, 2005).
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 Companys Current Report on Form 8-K dated September 9, 2005).
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
Companys Current Report on Form 8-K dated April 5, 2006 (the April 2006
8-K)).
Table of Contents
Exhibit
Number
Description
Registration Rights Agreement, dated April 5, 2006,
among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and certain initial
purchases parties thereto (incorporated by reference to Exhibit 4.2 to
the April 2006 8-K).
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 Companys
Current Report on Form 8-K dated December 21, 2006 (the December 2006
8-K)).
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).
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 Companys Current Report on Form 8-K dated May 17,
2007).
Guarantee, dated as of May 31, 2000, by certain subsidiaries of the
Company, in favor of The Chase Manhattan Bank, as successor in interest
to PNC Bank, National Association, as trustee for the benefit of the
holders of Notes pursuant to the Indenture referred to therein
(incorporated by reference to Exhibit 10.4 to the May 2000 8-K).
Schedule setting forth material details of the Guarantee, dated as of
May 31, 2000, by certain subsidiaries of the Company, in favor of U.S.
Trust Company, National Association (formerly known as U.S. Trust Company
of California, N.A.), as trustee for the benefit of the holders of Notes
pursuant to the Indenture referred to therein (incorporated by reference
to Exhibit 10.5 to the May 2000 8-K).
Schedule setting forth material details of the Guarantee (Mirage
Resorts, Incorporated 6.75% Notes Due February 1, 2008), 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 10.7 to the May 2000 8-K).
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 10.8 to the May 2000 8-K).
Instrument of Joinder, dated as of May 31, 2000, by MRI and certain of
its wholly owned subsidiaries, in favor of the beneficiaries of the
Guarantees referred to therein (incorporated by reference to Exhibit 10.9
to the May 2000 8-K).
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
September 2005 10-Q).
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).
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).
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).
Table of Contents
Exhibit
Number
Description
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).
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).
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).
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).
Guarantee (Mirage Resorts, Incorporated 6.75% Senior Notes due 2007
and 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).
Guarantee (Mirage Resorts, Incorporated 6.75% Senior Notes due 2008),
dated as of April 25, 2005, by certain subsidiaries of MGM MIRAGE, in
favor of JPMorgan Chase Bank, N.A., successor in interest to PNC 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 10.18 to the September 2005 10-Q).
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).
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).
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).
Guarantee (Mandalay Resort Group 9.5% Senior Notes due 2008), 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 10.23 to the September 2005 10-Q).
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).
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).
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).
Table of Contents
Exhibit
Number
Description
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 (incorporated by reference to Exhibit 10 to the
Companys Current Report on Form 8-K dated October 3, 2006).
Guaranty Agreement, dated July 19, 2006, by MGM MIRAGE in favor of
Bank of America, N.A., as Administrative Agent for the benefit of the
Lenders from time to time party to a Construction Loan Agreement with the
Borrower, Turnberry/MGM Grand Tower C, LLC.
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 Mandalays Registration
Statement (No. 2-85794) on Form S-1).
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 Mandalays Registration
Statement (No. 33-4475) on Form S-1).
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).
Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10(1) to the Companys Annual Report on Form
10-K for the fiscal year ended December 31, 1996).
1997 Nonqualified Stock Option Plan, Amended and Restated February 2, 2004 (incorporated by reference to Exhibit 10.1
of the June 2004 10-Q).
Amendment to the MGM MIRAGE 1997 Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10 to the
Companys Current Report on Form 8-K dated July 9, 2007).
MGM MIRAGE 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10 to the Companys Registration
Statement on Form S-8 filed May 12, 2005).
Amended and Restated Annual Performance-Based Incentive Plan for Executive Officers, giving effect to amendment
approved by the Companys shareholders on May 9, 2006 (incorporated by reference to Appendix A to the Companys 2006
Proxy Statement).
Non-Qualified Deferred Compensation Plan, dated as of January 1, 2001 (incorporated by reference to Exhibit 10.3(12)
to the 2000 10-K).
Supplemental Executive Retirement Plan, dated as of January 1, 2001 (incorporated by reference to Exhibit 10.3(13) to
the 2000 10-K).
Deferred Compensation Plan II, dated as of December 30, 2004 (incorporated by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K dated January 10, 2005 (the January 2005 8-K).
Supplemental Executive Retirement Plan II, dated as of December 30, 2004 (incorporated by reference to Exhibit 10.1
to the January 2005 8-K).
Amendment to Deferred Compensation Plan II, dated as of December 21, 2005 (incorporated by reference to Exhibit
10.3(9) to the 2005 10-K).
Amendment No. 1 to the Deferred Compensation Plan II, dated as of July 10, 2007.
Amendment No. 1 to the Supplemental Executive Retirement Plan II, dated as of July 10, 2007.
Amendment No. 2 to the Deferred Compensation Plan II, dated as of October 15, 2007.
Table of Contents
Exhibit
Number
Description
Amendment No. 2 to the Supplemental Executive Retirement Plan II, dated as of October 15, 2007.
Employment Agreement, dated September 16, 2005, between the Company and J. Terrence Lanni (incorporated by reference
to Exhibit 10.1 to the Companys Current Report on Form 8-K dated September 16, 2005 (the September 16, 2005 8-K)).
Employment Agreement, dated September 16, 2005, between the Company and Robert H. Baldwin (incorporated by reference
to Exhibit 10.2 to the September 16, 2005 8-K).
Employment Agreement, dated September 16, 2005, between the Company and John Redmond (incorporated by reference to
Exhibit 10.3 to the September 16, 2005 8-K).
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).
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).
Employment Agreement, dated March 1, 2007, between the Company and Aldo Manzini.
Letter Agreement dated June 19, 2007, between the Company and Aldo Manzini.
Employment Agreement, dated December 3, 2007, between the Company and Dan DArrigo (incorporated by reference to
Exhibit 10 to the Companys Current Report on Form 8-K dated December 3, 2007).
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).
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).
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).
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 Mandalays Quarterly Report on Form 10-Q for
the fiscal quarter ended July 31, 2004.)
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 2005
10-K).
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
Companys Current Report on Form 8-K dated April 19, 2005).
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).
Loan Agreement with the M Resort LLC dated April 24, 2007
(incorporated by reference to Exhibit 10 to the Companys Current Report
on Form 8-K dated April 24, 2007).
Limited Liability Company Agreement of CityCenter Holdings, LLC, dated
August 21, 2007 (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated August 21, 2007 (the August
2007 8-K)).
Table of Contents
Exhibit
Number
Description
Amendment No 1, dated November 15, 2007, to the Limited Liability
Company Agreement of CityCenter Holdings, LLC, dated August 21, 2007
(incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K dated November 15, 2007).
Amendment No 2, dated December 31, 2007, to the Limited Liability
Company Agreement of CityCenter Holdings, LLC, dated August 21, 2007
(incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K dated December 31, 2007).
Limited Liability Company Operating Agreement of IKM JV, LLC, dated
September 10, 2007 (incorporated by reference to Exhibit 10 to the
Companys Current Report on Form 8-K dated September 10, 2007).
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 the June 2002 10-Q).
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 Mandalays Annual Report on Form 10-K for the year ended
January 31, 2005).
Purchase Agreement dated October 13, 2006, by and among Mandalay Resort
Group, as seller, Edgewater Hotel Corporation, Colorado Belle Corporation,
and Aces High Management, LLC, as purchaser (incorporated by reference to
the Companys Current Report on Form 8-K dated October 13, 2006).
Purchase Agreement dated October 31, 2006, by and among New York-New
York Hotel & Casino, LLC, as seller, PRMA Land Development Company, The
Primadonna Company LLC, and Herbst Gaming Inc., as purchaser (incorporated
by reference to the Companys Current Report on Form 8-K dated October 31,
2006).
Operating Agreement of Jeanco, LLC, dated February 9, 2007,
(incorporated by reference to Exhibit 10 to the Companys Current Report
on Form 8-K dated February 9, 2007).
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 August 2007 8-K).
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
Companys Current Report on Form 8-K dated October 17, 2007).
List of subsidiaries of the Company.
Consent of Deloitte & Touche LLP.
Certification of Chief Executive Officer of Periodic
Report Pursuant to Rule 13a 14(a) and Rule 15d 14(a).
Certification of Chief Financial Officer of Periodic
Report Pursuant to Rule 13a 14(a) and Rule 15d 14(a).
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
Description of our Operating Resorts.
Description of Regulation and Licensing.
*
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.
/s/ Susan M. Walker
|
By: | /s/ Gary N. Jacobs | ||||
|
||||||
ATTEST
|
Its: |
Executive Vice President
General Counsel and Secretary |
/s/ Susan M. Walker
|
By: | /s/ Gary N. Jacobs | ||||
|
||||||
ATTEST
|
Its: | Executive Vice President | ||||
|
General Counsel and Secretary |
/s/ Susan M. Walker
|
By: | /s/ Gary N. Jacobs | ||||
|
||||||
ATTEST
|
Its: | Executive Vice President | ||||
|
General Counsel and Secretary |
/s/ Susan M. Walker
|
By: | /s/ Gary N. Jacobs | ||||
|
||||||
ATTEST
|
Its: | Executive Vice President | ||||
|
General Counsel and Secretary |
1. | Employment . We hereby employ you, and you hereby accept employment by us, as our Executive Vice President and Chief Administrative Officer to perform such executive, managerial or administrative duties as we may specify from time to time during the Specified Term (as defined in Section 2). In construing the provisions of this Agreement, the term Employer, we or us includes all of our subsidiary, parent and affiliated companies, but specifically excludes Tracinda Corporation, its stockholder or stockholders, and its subsidiaries. |
2. | Term . The term of your employment under this Agreement commences on or before March 1, 2007 and it terminates on the fourth anniversary of the Start Date (the Specified Term). Unless a new written employment agreement is executed by the parties, upon the expiration of the Specified Term, all terms and conditions of this Agreement will continue, except that the new Specified Term of the Agreement shall be three (3) months, which shall renew for successive three (3) month periods on each successive three (3) month anniversary, if the Agreement is not otherwise terminated pursuant to its terms. |
3. | Compensation . During the Specified Term, we shall pay you a minimum annual salary of $500,000 payable in arrears at such frequencies and times as we pay our other employees. You are also eligible to receive generally applicable fringe benefits commensurate with our employees in positions comparable to yours. We will also reimburse you for all reasonable business and travel expenses you incur in performing your duties under this Agreement, payable in accordance with our customary practices and policies, as we may modify and amend them from time to time. Your performance may be reviewed periodically. You are eligible for consideration for a discretionary raise, annual bonus (up to a maximum of $750,000), promotion, and/or participation in discretionary benefit plans; provided, however, whether and to what extent you will be granted any of the above will be determined by us in our sole and absolute discretion. The annual discretionary bonus applicable to 2007 will be considered on a pro rata basis. |
4. | Extent of Services . You agree that your employment by us is full time and exclusive. You further agree to perform your duties in a competent, trustworthy and businesslike manner. You agree that during the Specified Term, you will not render any services of any kind (whether or not for compensation) for any person or entity other than us, and that you will not engage in any other business activity (whether or not for compensation) that is similar to or conflicts with your duties under this Agreement, without the approval of the Board of Directors of MGM MIRAGE or the person or persons designated by the Board of Directors to determine such matters. |
5. | Policies and Procedures . You agree and acknowledge that you are bound by our policies and procedures as they may be modified and amended by us from time to time. In the event the terms in this Agreement conflict with our policies and procedures, the terms of this Agreement shall take precedence. As you are aware, |
problem gaming and underage gambling can have adverse effects on individuals and the gaming industry as a whole. You acknowledge that you have read and are familiar with our policies, procedures and manuals and agree to abide by them. Because these matters are of such importance to us, you specifically confirm that you are familiar with and will comply with our policies of prohibiting underage gaming, supporting programs to treat compulsive gambling, and promoting diversity in all aspects of our business. | ||
6. | Licensing Requirements . You acknowledge that we are engaged in a business that is or may be subject to and exists because of privileged licenses issued by governmental authorities in Nevada, New Jersey, Michigan, Mississippi, Illinois, Macau S.A.R., the United Kingdom and other jurisdictions in which we are engaged in a gaming business or where we have applied to (or during the Specified Term may apply to) engage in a gaming business. You shall apply for and obtain any license, qualification, clearance or other similar approval which we or any regulatory authority which has jurisdiction over us requests or requires that you obtain. |
7. | Failure to Satisfy Licensing Requirement . We have the right to terminate your employment under Section 10.1 of this Agreement if: (i) you fail to satisfy any licensing requirement referred to in Section 6 above; (ii) we are directed to cease business with you by any governmental authority referred to in Section 6 above; (iii) we determine, in our sole and exclusive judgment, that you were, are or might be involved in, or are about to be involved in, any activity, relationship(s) or circumstance which could or does jeopardize our business, reputation or such licenses; or (iv) any of our licenses is threatened to be, or is, denied, curtailed, suspended or revoked as a result of your employment by us or as a result of your actions. |
8.1 | Competition . You acknowledge that, in the course of performing your responsibilities under this Agreement, you will form relationships and become acquainted with Confidential Information. You further acknowledge that such relationships and the Confidential Information are valuable to us, and the restrictions on your future employment contained in this Agreement, if any, are reasonably necessary in order for us to remain competitive in our various businesses. In consideration of this Agreement and the compensation payable to you under this Agreement, and in recognition of our heightened need for protection from abuse of relationships formed or Confidential Information garnered before and during the Specified Term of this Agreement, you covenant and agree that, except as otherwise explicitly provided in Section 10 of this Agreement, if you are not employed by us for the entire Specified Term, then during the entire Restrictive Period you shall not directly or indirectly be employed by, provide consultation or other services to, engage in, participate in or otherwise be connected in any way with any Competitor. The terms Confidential Information, Restrictive Period and Competitor are defined in Section 22. Your obligations during the Specified Term and Restrictive Period under this Section 8.1 include but are not limited to the following: |
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8.1.1 | You will not make known to any third party the names and addresses of any of our customers, or any other information pertaining to those customers. |
8.1.2 | You will not call on, solicit and/or take away, or attempt to call on, solicit and/or take away, any of our customers, either for your own account or for any third party. | ||
8.1.3 | You will not call on, solicit and/or take away, any of our potential or prospective customers, on whom you called or with whom you became acquainted during employment by us (either before or during the Specified Term), either for your own account or for any third party. | ||
8.1.4 | You will not approach or solicit any of our employees with a view towards enticing such employee to leave our employ to work for you or for any third party, or hire any of our employees, without our prior written consent, which we may give or withhold in our sole discretion. |
8.2 | Confidentiality . You further covenant and agree that you will not at any time during or after the Specified Term, without our prior written consent, disclose to any other person or business entities any Confidential Information or utilize any Confidential Information in any way, including communications with or contact with any of our customers or other persons or entities with whom we do business, other than in connection with your employment hereunder. | ||
8.3 | Employers Property . You hereby confirm that the Confidential Information constitutes our sole and exclusive property (regardless of whether you possessed or claim to have possessed any of such Confidential Information prior to the date hereof). You agree that upon termination of your active employment with us, you will promptly return to us all notes, notebooks, memoranda, computer disks, and any other similar repositories of Confidential Information (regardless of whether you possessed such Confidential Information prior to the date hereof) containing or relating in any way to the Confidential Information, including but not limited to the documents referred to on Exhibit A hereto. Such repositories of Confidential Information also include but are not limited to any so-called personal files or other personal data compilations in any form, which in any manner contain any Confidential Information. | ||
8.4 | Notice to Employer . You agree to notify us immediately of any other persons or entities for whom you work or provide services during the Specified Term or within the Restrictive Period. You further agree to promptly notify us, during the Specified Term, of any contacts made by any gaming licensee which concern or relate to an offer to employ you or for you to provide consulting or other services. |
9. | Representation and Additional Agreements . You hereby represent, warrant and agree that: |
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9.1 | The covenants and agreements contained in Sections 4 and 8 above are reasonable in their geographic scope, duration and content; our agreement to employ you and a portion of the compensation and consideration we have agreed to pay you under Section 3 of this Agreement, are in partial consideration for such covenants and agreements; you agree that you will not raise any issue of the reasonableness of the geographic scope, duration or content of such covenants and agreements in any proceeding to enforce such covenants and agreements, and such covenants and agreements shall survive the termination of this Agreement; | ||
9.2 | The enforcement of any remedy under this Agreement will not prevent you from earning a livelihood, because your past work history and abilities are such that you can reasonably expect to find work in other areas and lines of business; | ||
9.3 | The covenants and agreements stated in Sections 4, 6, 7 and 8 of this Agreement are essential for our reasonable protection; | ||
9.4 | We have reasonably relied on your representations, warranties and agreements, including those set forth in this Section 9; and | ||
9.5 | You have the full right to enter into this Agreement and by entering into and performance of this Agreement, you will not violate or conflict with any arrangements or agreements you may have with any other person or entity. | ||
9.6 | You agree that in the event of your breach of any covenants and agreements set forth in Sections 4 and 8 above, we may seek to enforce such covenants and agreements through any equitable remedy, including specific performance or injunction, without waiving any claim for damages. In any such event, you waive any claim that we have an adequate remedy at law. |
10.1 | Employers Good Cause Termination . We have the right to terminate this Agreement at any time during the Specified Term hereof for Employers Good Cause (which term is defined in Section 22). Upon any such termination, we will have no further liability or obligations whatsoever to you under this Agreement except as provided under Sections 10.1.1, 10.1.2, and 10.1.3 below. |
10.1.1 | In the event Employers Good Cause termination is the result of your death during the Specified Term, your beneficiary (as designated by you on our benefit records) will be entitled to receive your salary for a three (3) month period following your death, such amount to be paid at regular payroll intervals. | ||
10.1.2 | In the event Employers Good Cause termination is the result of your Disability (which term is defined in Section 22), we will pay you (or your beneficiary in the event of your death during the period in which payments are being made) an amount equal to |
4
your salary for three (3) months following your termination, such amount to be paid at regular payroll intervals, net of payments received by you from any short term disability policy which is either self-insured by us or the premiums of which were paid by us (and not charged as compensation to you). | |||
10.1.3 | You or your beneficiary will be entitled to exercise your vested but unexercised stock options to acquire Companys stock, stock appreciation rights (SAR) or other stock-based compensation (Other Right) as of the date of termination, if any, upon compliance with all of the terms and conditions required to exercise such options, SARs or Other Rights. |
10.2 | Employers No Cause Termination . We have the right to terminate this Agreement on written notice to you in our sole discretion for any cause we deem sufficient or for no cause, at any time during the Specified Term. Upon such termination, our sole liability to you shall be as follows: |
10.2.1 | We will treat you as an inactive employee through the Specified Term and (i) pay your salary for the period remaining in the Specified Term, and (ii) maintain you as a participant in all health and insurance programs in which you and your dependents, if applicable, are then participating (as such programs may be changed by us from time to time for its employees in positions comparable to yours and subject to satisfying the eligibility requirements of such programs to the extent imposed by third party providers) through the first to occur of (x) the end of the Specified Term or (y) the date on which you become eligible to receive health and/or insurance benefits, as applicable from a new employer. However, you would not be eligible for flex or vacation time, discretionary bonus or new grants of stock options, SARs or Other Rights, but (subject to Section 10.5.1 of this Agreement, if applicable) you would continue to vest previously granted stock options, SARs or Other Rights, if any, for the shorter of twelve (12) months from the date you are placed in an inactive status or the remaining period of the Specified Term if you remain in inactive status for such period; and | ||
10.2.2 | You will be entitled to exercise your vested but unexercised stock options to acquire Company stock, SARs or Other Rights, if any, while you are on inactive status and upon termination of your inactive status, upon your compliance with all of the terms and conditions required to exercise such options, SARs or Other Rights. |
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10.3 | Employees Good Cause Termination . You may terminate this Agreement for Employees Good Cause (which term is defined in Section 22). Prior to any termination under this Section 10.3 being effective, you agree to give us thirty (30) days advance written notice specifying the facts and circumstances of our alleged breach. During such thirty (30) day period, we may either cure the breach (in which case your notice will be considered withdrawn and this Agreement will continue in full force and effect) or declare that we dispute that Employees Good Cause exists, in which case this Agreement will continue in full force until the dispute is resolved in accordance with Section 11. In the event this Agreement is terminated under this Section 10.3, you will be entitled to exercise your vested but unexercised stock options to acquire Company stock, SARs or Other Rights, if any, upon your compliance with all the terms and conditions required to exercise such options, SARs or Other Rights, but you will have no further claim against us arising out of such breach. In the event of termination of this Agreement under Section 10.3, the restrictions of Section 8.1 shall no longer apply. |
10.4 | Employees No Cause Termination . In the event you terminate your employment under this Agreement without cause, we will have no further liability or obligations whatsoever to you hereunder, except that you will be entitled to exercise your vested but unexercised stock options to acquire Company stock, SARs or Other Rights, if any, upon your compliance with all the terms and conditions required to exercise such options, SARs or Other Rights and all salary through the date of termination; provided, however, that we will be entitled to all of our rights and remedies by reason of such termination, including without limitation, the right to enforce the covenants and agreements contained in Section 8 and our right to recover damages. |
10.5 | Change in Control . In the event there is a Change in Control of Company (which term is defined in Section 22), then: |
10.5.1 | In the event this Agreement is terminated on or prior to the first anniversary of a Change of Control: (a) by us under Section 10.1 by reason of your death or disability or under Section 10.2 (Employers No Cause Termination) or (b) by you under Section 10.3 (Employees Good Cause Termination), then all of your options, SARs or Other Rights, if any, which would have vested but for such termination during the shorter of twelve (12) months of the date of termination or the remainder of the Specified Term shall become vested and immediately exercisable. However, so long as you remain employed by us after a Change of Control, your options, SARs or Other Rights would not be accelerated, and if your employment was terminated by us under Section 10.1 (Employers For Cause Termination), other than by reason of death or disability, or by you under Section 10.4 (Employees No |
6
Cause Termination), your stock options, SARs or Other Rights would be exercisable only to the extent they were exercisable at the date of termination. | |||
10.5.2 | If the Change of Control results from an exchange of outstanding common stock as a result of which the common stock of MGM MIRAGE is no longer publicly held, then all your options to purchase common stock of MGM MIRAGE, SARs and Other Rights will vest or be exercisable, as applicable, at the time or times they would otherwise have vested or been exercisable for the consideration (cash, stock or otherwise) which the holders of MGM MIRAGE common stock received in such exchange. For example, if immediately prior to the Effective Date, you had vested and exercisable options to acquire 5,000 shares of MGM MIRAGEs common stock and the exchange of stock is one share of common stock of MGM MIRAGE for two shares of common stock of the acquiring entity, then your options will be converted into options to acquire, upon payment of the exercise price, 10,000 shares of the acquiring entitys common stock. If, in addition, you had vested but unexercisable stock options, at the time those options became exercisable, each option would, on exercise and payment of the exercise price, entitle you to receive two shares of the acquiring companys common stock. | ||
10.5.3 | If the Change of Control results from a sale of MGM MIRAGEs outstanding common stock for cash with the result that MGM MIRAGEs common stock is no longer publicly held, then upon the Change of Control, all of your options to purchase common stock of MGM MIRAGE, SARs and Other Rights will vest or be exercisable, as applicable, at the time or times they would otherwise have vested or been exercisable for cash equal to the difference between the purchase price and the exercise price for the options, SARs or Other Rights. For example, if immediately prior to the Change in Control, you have options to acquire 2,000 shares of MGM MIRAGEs common stock at an exercise price of $35, and the purchase price for MGM MIRAGE common stock was $40, then upon the vesting and exercisability of such options you would be entitled to receive $10,000 in full satisfaction of such options (2,000 shares times $5 per share). If, in addition, you had vested but unexercisable stock options, at the time those options became exercisable, you would be entitled to receive $5, net of applicable taxes, for each option that became exercisable in full satisfaction of that option. |
10.6 | Survival of Covenants . Notwithstanding anything contained in this Agreement to the contrary, except as specifically provided in Section 10.3 with respect to the undertaking contained in Section 8.1, the covenants and agreements contained in Section 8 will survive a termination of this Agreement or of your employment, regardless of the reason for such termination. | ||
10.7 | Acknowledgement Concerning Options, Stock Appreciation Rights and Other Rights . The parties acknowledge that the provisions contained |
7
herein with respect to stock options, SARs or Other Rights are only applicable to stock options, SARs or Other Rights, if any, which are granted to you contemporaneously with, or after the date of this Agreement. With respect to any other stock options, SARs or Other Rights, if any, granted to you prior to the date of this Agreement, such provisions herein shall not be applicable and the provisions originally governing such stock options, SARs or Other Rights shall remain in full force and effect and shall not be altered by this Agreement. |
11. | Disputed Claim/Arbitration . In the event of any Disputed Claim (such term in defined in Section 22), such Disputed Claim shall be resolved by arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes (or its then equivalent). Any arbitration under this Section 11 shall take place in Las Vegas, Nevada. Unless and until the arbitration process is finally resolved in your favor and we thereafter fail to satisfy such award within thirty (30) days of its entry, no Employees Good Cause exists for purposes of your termination rights pursuant to Section 10.3 with respect to such Disputed Claim. Nothing herein shall preclude or prohibit us from invoking the provisions of Section 10.2, or of our seeking or obtaining injunctive or other equitable relief. |
12. | Severability . If any provision hereof is unenforceable, illegal, or invalid for any reason whatsoever, such fact shall not affect the remaining provisions of this Agreement, except in the event a law or court decision, whether on application for declaration, or preliminary injunction or upon final judgment, declares one or more of the provisions of this Agreement that impose restrictions on you unenforceable or invalid because of the geographic scope or time duration of such restriction. In such event, you and we agree that the invalidated restrictions are retroactively modified to provide for the maximum geographic scope and time duration which would make such provisions enforceable and valid. This Section 12 does not limit our rights to seek damages or such additional relief as may be allowed by law and/or equity in respect to any breach by you of the enforceable provisions of this Agreement. |
13. | Attorneys Fees. In the event suit is brought to enforce, or to recover damages suffered as a result of breach of this Agreement the prevailing party shall be entitled to recover its reasonable attorneys fees and costs of suit. |
14. | No Waiver of Breach or Remedies . No failure or delay on the part of you or us in exercising any right, power or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. |
15. | Amendment or Modification . No amendment, modification, termination or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by you and a duly authorized member of our senior management. No consent to any departure by you from any of the terms of this Agreement shall be effective unless the same is signed by a duly authorized member of our senior management. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. |
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16. | Governing Law . The laws of the State of Nevada shall govern the validity, construction and interpretation of this Agreement, and except for Disputed Claims, the courts of the State of Nevada shall have exclusive jurisdiction over any claim with respect to this Agreement. |
17. | Number and Gender . Where the context of this Agreement requires the singular shall mean the plural and vice versa and references to males shall apply equally to females and vice versa. |
18. | Headings . The headings in this Agreement have been included solely for convenience of reference and shall not be considered in the interpretation or construction of this Agreement. |
20. | Successors and Assigns. This Agreement shall be binding upon our successors and assigns. |
21. | Prior Agreements. This Agreement shall supersede and replace any and all other employment agreements which may have been entered into by and between the parties. Any such prior employment agreements shall be of no force and effect. Notwithstanding the foregoing, the letter agreement between you and the Company dated December 4, 2006, to the extent not inconsistent with this Agreement, remains in full force and effect. |
(1) | Any person or group of persons (as such terms are used in §13 and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), other than the Companys principal stockholder as reflected in the Companys Proxy Statement dated March 29, 2002 (the Principal Stockholder), the Principal Stockholders sole shareholder, members of the immediate family, as well as the heirs and legatees, of the Principal Stockholders sole shareholder and trusts or other entities for the benefit of such persons or affiliates of such persons (as such term affiliates is defined in the rules promulgated by the Securities and Exchange Commission) (the Principal Stockholder Group), becomes the beneficial owner (as that term is used in §13(d) of the Exchange Act), directly or indirectly, of fifty percent (50%) or more of the Companys capital stock entitled to vote generally in the election of directors. (For the avoidance of doubt, as of the date hereof, the Principal Stockholder Group is the beneficial owner of fifty percent (50%) or more of the Companys capital stock); | ||
(2) | At any time, individuals who, at the date of this Agreement, constitute the Board of Directors of the Company, and any new |
9
director whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of in excess of seventy five percent (75%) either (1) the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, or (2) the members of the Companys Executive Committee then still in office who either were members at the beginning of the period or whose election or nomination for election to the Executive Committee was previously so approved by the directors or the Executive Committee, cease for any reason to constitute at least a majority of the Board; | |||
(3) | Any consolidation or merger of the Company, other than a consolidation or merger of the Company in which the holders of the Stock immediately prior to the consolidation or merger hold more than fifty percent (50%) of the Stock of the surviving corporation immediately after the consolidation or merger; | ||
(4) | Any liquidation or dissolution of the Company; or | ||
(5) | The sale or transfer of all or substantially all of the assets of the Company to parties that are not within a controlled group of corporations (as defined in Internal Revenue Code §1563) in which the Company is a member. |
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(1) | Employees death or disability; disability is hereby defined to include incapacity for medical reasons certified to by Employers Physician which precludes the Employee from performing the essential functions of Employees duties hereunder for a substantially consecutive period of six (6) months or more. (In the event Employee disagrees with the conclusions of Employers Physician, Employee (or Employees representative) shall designate an Employees Physician, and Employers Physician and Employees Physician shall jointly select a third physician, who shall make the determination); | ||
(2) | Employees failure to abide by Employers policies and procedures, misconduct, insubordination, inattention to Employers business, failure to perform the duties required of Employee up to the standards established by the Employers senior management, or other material breach of this Agreement; or | ||
(3) | Employees failure or inability to satisfy the requirements stated in Section 6 above. |
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23. | The parties acknowledge that neither Tracinda Corporation nor Kirk Kerkorian, individually or collectively, is a party to this Agreement or any exhibit or agreement provided for herein. Accordingly, the parties hereby agree that in the event (i) there is any alleged breach or default by any party under this Agreement or any exhibit or agreement provided for herein, or (ii) any party has any claim arising from or relating to any such agreement, no party, nor any party claiming through it (to the extent permitted by applicable law), shall commence any proceedings or otherwise seek to impose any liability whatsoever against Tracinda Corporation or Kirk Kerkorian by reason of such alleged breach, default or claim. |
EMPLOYEE ALDO MANZINI
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/s/ Aldo Manzini
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EMPLOYER MGM MIRAGE
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By: /s/ J. Terrence Lanni
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Name of Report | Generated By | |
Including, but not limited to:
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|
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Arrival Report
|
Room Reservation | |
Departure Report
|
Room Reservation | |
Master Gaming Report
|
Casino Audit | |
Department Financial Statement
|
Finance | |
$5K Over High Action Play Report
|
Casino Marketing | |
$50K Over High Action Play Report
|
Casino Marketing | |
Collection Aging Report(s)
|
Collection Department | |
Accounts Receivable Aging
|
Finance | |
Marketing Reports
|
Marketing | |
Daily Player Action Report
|
Casino Operations | |
Daily Operating Report
|
Slot Department | |
Database Marketing Reports
|
Database Marketing |
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By:
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/s/ J. Terrence Lanni
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J. Terrence Lanni | |||
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Agreed:
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/s/ Aldo Manzini
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Aldo Manzini | |||
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June 19, 2007 |
Jurisdiction of
Percentage
Subsidiary
Incorporation
Ownership
Nevada
100
%
Nevada
100
%
Hong Kong
100
%
Nevada
100
%
Nevada
100
%
New York
100
%
New Jersey
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Mississippi
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
(1
)
Nevada
(2
)
Nevada
100
%
Nevada
(3
)
Nevada
(4
)
Nevada
100
%
Illinois
(5
)
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Nevada
100
%
Jurisdiction of | Percentage | |||||||
Subsidiary | Incorporation | Ownership | ||||||
Slots-A-Fun, Inc., dba Slots-A-Fun Casino
|
Nevada | 100 | % | |||||
Vintage Land Holdings, LLC
|
Nevada | 100 | % | |||||
MGM Grand Resorts, LLC
|
Nevada | 100 | % | |||||
MGM Grand Condominiums East-Tower I, 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 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 | ) | |||||
IKM MGM, LLC
|
Nevada | 100 | % | |||||
IKM MGM Management, LLC
|
Nevada | 100 | % | |||||
New York-New York Tower, LLC
|
Nevada | 100 | % | |||||
Vintage Land Holdings II, LLC
|
Nevada | 100 | % | |||||
The Signature Condominiums, LLC
|
Nevada | 100 | % | |||||
Signature Tower I, 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 Development, Ltd.
|
England and Wales | 100 | % | |||||
MGM MIRAGE Management and Technical Services
|
Nevada | 100 | % | |||||
MGM MIRAGE Entertainment and Sports
|
Nevada | 100 | % | |||||
MGM MIRAGE Hospitality, LLC
|
Nevada | 100 | % | |||||
MGM MIRAGE International, LLC
|
Nevada | 100 | % | |||||
MGMM International Holdings, Ltd.
|
Isle of Man | 100 | % | |||||
MGM MIRAGE China Holdings Ltd.
|
Hong Kong | 100 | % | |||||
MGM MIRAGE Macau, Ltd.
|
Isle of Man | 100 | % | |||||
MGMM Macau, Ltd.
|
Isle of Man | 100 | % | |||||
MGM MIRAGE Singapore Holdings
|
Mauritius | 100 | % | |||||
MGM MIRAGE Land Holdings, LLC
|
Nevada | 100 | % | |||||
MGM MIRAGE Macao, LLC
|
Nevada | 100 | % | |||||
MGM Grand (Macao) Limited
|
Macau | (8 | ) | |||||
MGM MIRAGE Online, LLC
|
Nevada | 100 | % | |||||
MGM MIRAGE Online Holdings Guernsey, Limited
|
Guernsey | 100 | % | |||||
MGM MIRAGE Operations, Inc.
|
Nevada | 100 | % | |||||
MGM MIRAGE Retail
|
Nevada | 100 | % | |||||
MGMM Insurance Company
|
Vermont (insurance) | 100 | % | |||||
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 | % | |||||
Fallen Oak, LLC
|
Mississippi | 100 | % | |||||
Beau Rivage Distribution Corp.
|
Mississippi | 100 | % | |||||
Bellagio, LLC, dba Bellagio
|
Nevada | 100 | % | |||||
Bella Lounge, LLC
|
Nevada | (9 | ) | |||||
Light Las Vegas, LLC
|
Nevada | (10 | ) | |||||
Mist Lounge, LLC
|
Nevada | (9 | ) | |||||
MRGS, LLC
|
Nevada | 100 | % | |||||
Bungalow, Inc.
|
Mississippi | 100 | % | |||||
LV Concrete Corp.
|
Nevada | 100 | % | |||||
MAC, CORP.
|
New Jersey | 100 | % |
2
Jurisdiction of | Percentage | |||||||
Subsidiary | Incorporation | Ownership | ||||||
MGM MIRAGE Aviation Corp.
|
Nevada | 100 | % | |||||
MGM MIRAGE Corporate Services
|
Nevada | 100 | % | |||||
MGM MIRAGE Design Group
|
Nevada | 100 | % | |||||
MGM MIRAGE International Hong Kong Limited
|
Nevada | 100 | % | |||||
MGM MIRAGE Manufacturing Corp.
|
Nevada | 100 | % | |||||
M.I.R. Travel
|
Nevada | 100 | % | |||||
THE MIRAGE CASINO-HOTEL, dba The Mirage
|
Nevada | 100 | % | |||||
MH, INC., dba Shadow Creek
|
Nevada | 100 | % | |||||
Treasure Island Corp., dba Treasure Island at 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 | % | |||||
737 Leasing Company I, LLC
|
Nevada | 100 | % | |||||
Project CC, LLC
|
Nevada | 100 | % | |||||
The Crystals at CityCenter Management, LLC
|
Nevada | 100 | % | |||||
CityCenter Realty Corporation
|
Nevada | 100 | % | |||||
CityCenter Hotel & Casino, LLC
|
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 Corp. | |
(3) | The partnership interests are owned 91% by MSE and 9% 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 Grand Resorts, LLC 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. | |
(10) | Approximately 56% of the voting securities are owned by Bellagio, LLC and 44% are owned by unrelated third parties. |
3
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting. |
February 29, 2008 | /s/ J. Terrence Lanni | |||
J. Terrence Lanni | ||||
Chairman of the Board and Chief Executive Officer | ||||
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants 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 registrants 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 registrants internal control over financial reporting. |
February 29, 2008 | /s/ Daniel J. D. Arrigo | |||
Daniel J. D. Arrigo | ||||
Executive Vice President and Chief Financial Officer |
(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/ J. Terrence Lanni
|
||
J. Terrence Lanni
|
||
Chairman and Chief Executive Officer
|
||
February 29, 2008
|
(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. DArrigo
|
||
Daniel J. DArrigo
|
||
Executive Vice President and Chief Financial Officer
|
||
February 29, 2008
|
2
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4
| the prevention of unsavory or unsuitable persons from having a 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. |
2
| 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. |
| 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. |
| 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. |
3
| 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. |
| a percentage of the gross revenues received; |
| the number of gaming devices operated; or |
| the number of table games operated. |
4
| 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. |
5
6
| 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. |
7
| 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 members 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 |
8
| such other activities as the Mississippi Gaming Commission may determine to be consistent with such investment intent. |
| 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. |
9
10
| have the ability to control the 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. |
11
| 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. |
| 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. |
12
| 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. |
13
| 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. |
14
| 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 applicants 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. |
15
16
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 Macaus interests in tax revenue from the operation of casinos and other gaming areas. |
17
18