MGM Resorts International (MGM) 8-K MGM Mirage Reports Third Quarter Results

Exhibit 99

PRESS RELEASE FOR IMMEDIATE RELEASE

MGM MIRAGE REPORTS THIRD QUARTER RESULTS

The Company is Effectively Managing its Cost Structure to Maximize Cash Flow
and Making Significant Strides to Increase Liquidity

Las Vegas, Nevada, October 29, 2008— MGM MIRAGE (NYSE: MGM) today reported its third quarter 2008 financial results. The Company earned $0.22 per diluted share from continuing operations for the 2008 third quarter compared to $0.62 in the prior year third quarter. Results for the 2008 quarter included a non-cash write-down of $30 million, or $0.07 per diluted share, related to the 36-hole Primm Valley Golf Club and underlying land. Results for the third quarter of 2007 included $135 million, or $0.30 per diluted share, of income related to insurance proceeds received for Hurricane Katrina. These and several other items impacted comparability of quarterly results as shown in the following table (earnings per share impact, net of tax, per diluted share; negative amounts represent charges to income):

Three months ended September 30,	2008			2007
Profits from The Signature at MGM Grand	$	—		$	0.03
Preopening and start-up expenses		(0.01	)		(0.06	)
Hurricane Katrina business interruption income (recorded as a reduction of general and administrative expenses)		—			0.06
Property transactions, net:
Hurricane Katrina property damage income		—			0.24
Other property transactions		(0.08	)		(0.04	)

The Company’s net revenue decreased 6% to $1.8 billion. Las Vegas Strip REVPAR¹ decreased 10%; casino revenue decreased 8%, while food and beverage revenue and entertainment revenue were down 3% and 4%, respectively.

Property EBITDA² was $502 million in the quarter compared to $705 million in 2007. The comparison was affected by the items noted above, and a $15 million impact from the reversal of bonus accruals in the 2008 quarter due to the Company not meeting its internal profit targets. On a comparable basis, excluding these items, Property EBITDA declined 18%, with a margin of 28% versus 32% in the prior year.

Consolidated EBITDA was $442 million compared to $635 million in 2007. Adjusting for items affecting comparability, including a total company-wide bonus accrual reversal of $22 million, EBITDA declined 14%. This decline is less than the Property EBITDA decline due to significantly lower corporate expense.

Bellagio reported extremely strong results for the third quarter with a 3% increase in net revenue and Property EBITDA of $90 million, an 8% increase over the prior year third quarter. Bellagio’s average room rate increased 1% to $247 and occupancy was 96%, leading to an increase in REVPAR to $238 and an all-time high in terms of third quarter hotel revenues.

“We continue to manage our resorts to achieve maximum performance across all our businesses, and achieved occupancy of 95% at our Las Vegas Strip resorts for the third quarter,” said Terry Lanni, Chairman and CEO of MGM MIRAGE. “Our performance was impacted by the global economic environment, a trend that is not unique to our industry, but we continue to generate strong cash flows. Bellagio, our flagship resort, continues to outperform the market as evidenced by its third quarter performance.”

1

Detailed Discussion of Third Quarter Operating Results

Casino revenue decreased 8%, mainly due to a decrease in table games volume of 13% at the Company’s Las Vegas Strip resorts. The table games hold percentage was within the Company’s normal 18% to 22% range in the current quarter and slightly higher than in the 2007 quarter. Slots revenue decreased 6% in the quarter, with the Company’s Las Vegas Strip resorts reporting a 13% decrease, partially offset by double digit increases at Gold Strike Tunica and MGM Grand Detroit.

Rooms revenue decreased 10%. Average room rates were down 9% at the Company’s Las Vegas Strip resorts, with Las Vegas Strip occupancy at 95% compared to 97% in the prior year quarter. The following table shows key hotel statistics for the Company’s Las Vegas Strip resorts:

Three months ended September 30,	2008			2007
Occupancy %		95	%		97	%
Average Daily Rate (ADR)	$	135		$	147
Revenue per Available Room (REVPAR)	$	128		$	143

Other non-gaming revenues were relatively strong in light of current market conditions. Food and beverage revenues were down 3%. Entertainment revenues were down 4%, largely due to fewer events at the Company’s arenas. The Company’s market-leading Cirque du Soleil production shows continue to attract large audiences, with revenues consistent with the prior year quarter. In addition,Believe starring Criss Angel is currently playing preview performances at Luxor and will perform its grand-opening show on October 31.

Corporate expense decreased from $63 million in the 2007 quarter to $24 million in 2008. The current quarter includes the impact of cost reduction measures implemented throughout 2008 as well as the reversal of bonus accruals. Additionally, the 2007 quarter included $18 million of costs related to severance, development initiatives, and the CityCenter joint venture transaction.

MGM Grand Macau, of which the Company owns 50%, recorded Property EBITDA of $35 million, a 52% increase over the $23 million earned in the second quarter. The Company recognized its share of MGM Grand Macau’s results as follows: $8 million of income in the “Income from unconsolidated affiliates” line and $3 million of expense in “Non-operating items from unconsolidated affiliates.”

On a comparable basis, the Company’s operating margin was 14% versus 19% in the prior year quarter, and operating income declined 29%. These year-over-year comparisons exclude the impact from the reversal of bonus accruals during the current quarter and the other items listed in the table earlier in the release.

“While our margins have held up well in a difficult environment, we continue to make permanent improvements to our cost structure which will benefit us now and into the future,” said Jim Murren, President and Chief Operating Officer of MGM MIRAGE. “We continue to mobilize the unmatched talents of our management team to identify opportunities for margin improvement and remain focused on providing the highest levels of guest service. We believe we have plentiful opportunities to further reduce costs and we are dedicated to maximizing our cash flows.”

Projects Update

In October 2007, the Company announced the development of MGM Grand Atlantic City, to be located adjacent to the Borgata on a 72-acre site in Renaissance Point in Atlantic City, New Jersey.  The Company has made extensive progress on design and other pre-development activities. Current economic conditions and the impact of the credit market environment have caused the Company to reassess timing for the project. Accordingly, the Company has postponed additional development activities.

2

“We continue to believe that Atlantic City represents an important market for further development,” said Mr. Lanni. “We intend to resume development at such time as economic conditions and capital markets are sufficiently improved to enable us to go forward on a reasonable basis.  Likewise, with respect to our joint venture with Kerzner International and Istithmar announced in September 2007 for the development of a major resort complex on the southwest corner of the Las Vegas Strip and Sahara Avenue in Las Vegas, we have agreed with our joint venture partners that we should defer additional design and pre-construction activities and have amended our joint venture agreement accordingly. These actions reflect the Company’s commitment to maximize our financial resources in this environment.” 

Financial Position

In September, the Company entered into an amendment to its $7.0 billion senior credit facility. The amendment increases the maximum total leverage ratio, modifies drawn and undrawn pricing levels as well as revises certain definitions and limitations on secured indebtedness. Available borrowing capacity under the Company’s senior credit facility was $1.2 billion as of September 30, 2008.

In early October, CityCenter successfully completed the first phase of its financing by securing a $1.8 billion senior bank credit facility. CityCenter has received additional signed commitment letters totaling in excess of $500 million, and the Company and Dubai World continue to work with lenders to obtain additional financing, up to a total of $3.0 billion, for CityCenter. During the third quarter, the Company and Dubai World each provided CityCenter with additional loans of $300 million to fund construction.

“Securing $1.8 billion of financing at CityCenter and amending our $7.0 billion senior credit facility provide the Company with significant additional financial flexibility,” said Executive Vice President and Chief Financial Officer of MGM MIRAGE, Dan D’Arrigo. “We intend to further access the capital markets, and aggressively manage our liquidity and financial position.”

Third quarter capital investments totaled $181 million, which included $73 million for room and suite remodel projects, primarily at The Mirage and TI; and $19 million for projects related to CityCenter, including the people mover connecting Bellagio, CityCenter, and Monte Carlo, as well as expenditures for Monte Carlo’s share of a new parking garage. The remaining $89 million was for other capital expenditures, including various new and upgraded amenities at the Company’s resorts.

Goodwill and Indefinite-lived Intangible Assets

The Company reviews goodwill and indefinite-lived intangible assets for impairment annually in the fourth quarter and between annual test dates in certain circumstances. The majority of the Company’s goodwill and indefinite-lived intangible assets (mainly trademarks and license rights) relate to the Mandalay Resort Group acquisition in April 2005. The Company does not believe a triggering event requiring the Company to conduct an interim impairment test had occurred as of September 30, 2008 and will perform the annual test during the fourth quarter. The Company notes that its market capitalization as of September 30, 2008 exceeded its net book value by 53%, or $2.7 billion, and its net book value per share was $18.61. However, due to a subsequent decline in the Company’s market capitalization, the Company believes it is reasonably possible that its fourth quarter analysis will result in a non-cash impairment charge, but cannot reasonably estimate the amount of such charge until it completes its annual evaluation later in the fourth quarter. As of September 30, 2008, the balances of the Company’s goodwill and indefinite-lived intangible assets were $1.3 billion and $345 million, respectively.

3

MGM MIRAGE will hold a conference call to discuss its third quarter earnings results and outlook for the fourth quarter of 2008 at 11:00 a.m. Eastern Daylight Time today. The call can be accessed live at www.companyboardroom.com or www.mgmmirage.com, or by calling 1-800-526-8531 (domestic) or 1-706-634-6528 (international). Until November 5, 2008, a complete replay of the conference call can be accessed by dialing 1-706-645-9291, access code 69045664. A complete replay of the call will also be made available at www.mgmmirage.com. Supplemental detailed earnings information will also be available on the Company’s website.

¹ REVPAR is hotel Revenue per Available Room.

² “EBITDA” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization. “Property EBITDA” is EBITDA before corporate expense and stock compensation expense. EBITDA information is presented solely as a supplemental disclosure because management believes that it is 1) a widely used measure of operating performance in the gaming industry, and 2) a principal basis for valuation of gaming companies. In addition, capital allocation, tax planning, financing and stock compensation awards are all managed at the corporate level. Management uses Property EBITDA as the primary measure of the Company’s operating resorts’ performance, including the evaluation of operating personnel. EBITDA should not be construed as an alternative to operating income, as an indicator of the Company’s operating performance; or as an alternative to cash flows from operating activities, as a measure of liquidity; or as any other measure determined in accordance with generally accepted accounting principles. The Company has significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in EBITDA. Also, other gaming companies that report EBITDA information may calculate EBITDA in a different manner than the Company. Reconciliations of consolidated EBITDA to net income and of operating income to Property EBITDA are included in the financial schedules accompanying this release.

* * *

MGM MIRAGE (NYSE: MGM), one of the world’s leading and most respected development companies with significant holdings in gaming, hospitality and entertainment, owns and operates 17 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. MGM MIRAGE is developing major casino and non-casino resorts, separately and with partners in Las Vegas, Atlantic City, the People’s Republic of China and Abu Dhabi, U.A.E. MGM MIRAGE supports responsible gaming and has implemented the American Gaming Association’s Code of Conduct for Responsible Gaming at its properties. MGM MIRAGE has received numerous awards and recognitions for its industry-leading Diversity Initiative and its community philanthropy programs. For more information about MGM MIRAGE, please visit the company’s website at http://www.mgmmirage.com.

Statements in this release which are not historical facts are “forward looking” statements and “safe harbor statements” under the Private Securities Litigation Reform Act of 1995 that involve risks and/or uncertainties, including risks and/or uncertainties as described in the company’s public filings with the Securities and Exchange Commission.

Contacts:
Investment Community	News Media
DANIEL J. D’ARRIGO	ALAN M. FELDMAN
Executive Vice President,	Senior Vice President
Chief Financial Officer	Public Affairs
(702) 693-8895	(702) 650-6947

4

MGM MIRAGE AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
(In thousands, except per share data)
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2008			2007			2008			2007
Revenues:
Casino	$	739,331		$	803,834		$	2,271,978		$	2,389,704
Rooms		458,051			510,795			1,500,322			1,614,906
Food and beverage		395,090			406,620			1,229,045			1,248,786
Entertainment		135,673			141,093			408,541			418,578
Retail		69,205			75,608			202,060			222,930
Other		155,335			132,061			478,664			388,891
		1,952,685			2,070,011			6,090,610			6,283,795
Less: Promotional allowances		(167,154	)		(172,941	)		(506,355	)		(520,874	)
		1,785,531			1,897,070			5,584,255			5,762,921
Expenses:
Casino		383,406			404,509			1,200,948			1,217,643
Rooms		136,313			135,550			412,846			407,813
Food and beverage		237,130			232,829			720,201			709,234
Entertainment		94,667			100,281			288,617			300,913
Retail		42,411			47,211			128,070			139,785
Other		99,389			81,256			307,521			225,316
General and administrative		326,831			314,625			971,016			956,010
Corporate expense		24,466			63,050			83,537			140,673
Preopening and start-up expenses		5,505			25,851			17,626			54,275
Restructuring costs		—			—			329			—
Property transactions, net		32,326			(89,225	)		34,984			(81,799	)
Depreciation and amortization		200,102			170,780			591,659			506,566
		1,582,546			1,486,717			4,757,354			4,576,429
Income from unconsolidated affiliates		38,572			54,260			89,728			192,227
Operating income		241,557			464,613			916,629			1,378,719
Non-operating income (expense):
Interest income		5,910			4,770			13,056			12,936
Interest expense, net		(144,751	)		(180,033	)		(439,844	)		(547,473	)
Non-operating items from unconsolidated affiliates		(9,552	)		(4,599	)		(26,731	)		(14,419	)
Other, net		2,125			(1,152	)		791			(4,684	)
		(146,268	)		(181,014	)		(452,728	)		(553,640	)
Income from continuing operations before income taxes		95,289			283,599			463,901			825,079
Provision for income taxes		(34,011	)		(99,736	)		(171,176	)		(295,308	)
Income from continuing operations		61,278			183,863			292,725			529,771
Discontinued operations:
Income from discontinued operations		—			—			—			10,461
Gain on disposal of discontinued operations		—			—			—			263,881
Provision for income taxes		—			—			—			(91,905	)
		—			—			—			182,437
Net income	$	61,278		$	183,863		$	292,725		$	712,208
Per share of common stock:
Basic:
Income from continuing operations	$	0.22		$	0.65		$	1.04		$	1.86
Discontinued operations		—			—			—			0.65
Net income per share	$	0.22		$	0.65		$	1.04		$	2.51
Weighted average shares outstanding		276,417			284,730			280,926			284,201
Diluted:
Income from continuing operations	$	0.22		$	0.62		$	1.02		$	1.79
Discontinued operations		—			—			—			0.62
Net income per share	$	0.22		$	0.62		$	1.02		$	2.41
Weighted average shares outstanding		279,846			296,248			287,604			295,687

5

MGM MIRAGE AND SUBSIDIARIES
SUPPLEMENTAL DATA — NET REVENUES
(In thousands)
(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2008		2007		2008		2007
Las Vegas Strip	$	1,450,899	$	1,598,237	$	4,569,476	$	4,865,228
Other Nevada		41,334		46,177		117,005		137,667
MGM Grand Detroit		139,859		110,445		430,067		337,049
Mississippi		135,357		142,211		408,980		422,977
Other		18,082		—		58,727		—
	$	1,785,531	$	1,897,070	$	5,584,255	$	5,762,921

MGM MIRAGE AND SUBSIDIARIES
SUPPLEMENTAL DATA — PROPERTY EBITDA
(In thousands)
(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2008		2007		2008		2007
Las Vegas Strip	$	398,998	$	469,598	$	1,361,238	$	1,549,664
Other Nevada		3,226		5,808		1,806		9,892
MGM Grand Detroit		33,849		17,305		106,785		80,247
Mississippi		26,208		164,285		82,194		227,595
Other		5,066		—		13,815		—
Unconsolidated resorts		34,535		47,746		74,536		178,840
	$	501,882	$	704,742	$	1,640,374	$	2,046,238

MGM MIRAGE AND SUBSIDIARIES
DETAIL OF CERTAIN CHARGES AFFECTING PROPERTY EBITDA and EBITDA
(In thousands)
(Unaudited)

Three Months Ended September 30, 2008

	Preopening				Property
	and start-up		Restructuring		transactions,
	expenses		costs		net		Total
Las Vegas Strip	$	1,494	$	—	$	1,765	$	3,259
Other Nevada		—		—		20		20
MGM Grand Detroit		—		—		—		—
Mississippi		—		—		71		71
Unconsolidated resorts		3,957		—		—		3,957
		5,451		—		1,856		7,307
Corporate and other		54		—		30,470		30,524
	$	5,505	$	—	$	32,326	$	37,831

Three Months Ended September 30, 2007

	Preopening				Property
	and start-up		Restructuring		transactions,
	expenses		costs		net			Total
Las Vegas Strip	$	5,642	$	—	$	17,735		$	23,377
Other Nevada		—		—		20			20
MGM Grand Detroit		13,554		—		—			13,554
Mississippi		—		—		(107,035	)		(107,035	)
Unconsolidated resorts		6,514		—		—			6,514
		25,710		—		(89,280	)		(63,570	)
Corporate and other		141		—		55			196
	$	25,851	$	—	$	(89,225	)	$	(63,374	)

6

MGM MIRAGE AND SUBSIDIARIES
DETAIL OF CERTAIN CHARGES AFFECTING PROPERTY EBITDA and EBITDA (continued)
(In thousands)
(Unaudited)

Nine Months Ended September 30, 2008

	Preopening				Property
	and start-up		Restructuring		transactions,
	expenses		costs		net		Total
Las Vegas Strip	$	2,114	$	329	$	926	$	3,369
Other Nevada		—		—		2,207		2,207
MGM Grand Detroit		135		—		8		143
Mississippi		—		—		73		73
Unconsolidated resorts		15,276		—		—		15,276
		17,525		329		3,214		21,068
Corporate and other		101		—		31,770		31,871
	$	17,626	$	329	$	34,984	$	52,939

Nine Months Ended September 30, 2007

	Preopening				Property
	and start-up		Restructuring		transactions,
	expenses		costs		net			Total
Las Vegas Strip	$	21,245	$	—	$	20,600		$	41,845
Other Nevada		—		—		4,630			4,630
MGM Grand Detroit		19,138		—		—			19,138
Mississippi		—		—		(106,434	)		(106,434	)
Unconsolidated resorts		13,387		—		—			13,387
		53,770		—		(81,204	)		(27,434	)
Corporate and other		505		—		(595	)		(90	)
	$	54,275	$	—	$	(81,799	)	$	(27,524	)

MGM MIRAGE AND SUBSIDIARIES
RECONCILIATION OF CONSOLIDATED EBITDA TO INCOME FROM CONTINUING OPERATIONS
(In thousands)
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2008			2007			2008			2007
EBITDA	$	441,659		$	635,393		$	1,508,288		$	1,885,285
Depreciation and amortization		(200,102	)		(170,780	)		(591,659	)		(506,566	)
Operating income		241,557			464,613			916,629			1,378,719
Non-operating income (expense):
Interest expense, net		(144,751	)		(180,033	)		(439,844	)		(547,473	)
Other		(1,517	)		(981	)		(12,884	)		(6,167	)
		(146,268	)		(181,014	)		(452,728	)		(553,640	)
Income from continuing operations before income taxes		95,289			283,599			463,901			825,079
Provision for income taxes		(34,011	)		(99,736	)		(171,176	)		(295,308	)
Income from continuing operations	$	61,278		$	183,863		$	292,725		$	529,771

7

MGM MIRAGE AND SUBSIDIARIES
RECONCILIATION OF OPERATING INCOME TO PROPERTY EBITDA
(In thousands)
(Unaudited)

Three Months Ended September 30, 2008

			Depreciation
	Operating		and
	income		amortization		EBITDA
Las Vegas Strip	$	249,481	$	149,517	$	398,998
Other Nevada		1,588		1,638		3,226
MGM Grand Detroit		19,587		14,262		33,849
Mississippi		10,480		15,728		26,208
Other		2,531		2,535		5,066
Unconsolidated resorts		34,535		—		34,535
		318,202		183,680		501,882
Stock compensation						(8,870	)
Corporate and other						(51,353	)
					$	441,659

Three Months Ended September 30, 2007

			Depreciation
	Operating		and
	income		amortization		EBITDA
Las Vegas Strip	$	334,218	$	135,380	$	469,598
Other Nevada		4,304		1,504		5,808
MGM Grand Detroit		11,343		5,962		17,305
Mississippi		148,974		15,311		164,285
Unconsolidated resorts		47,746		—		47,746
		546,585		158,157		704,742
Stock compensation						(10,710	)
Corporate and other						(58,639	)
					$	635,393

Nine Months Ended September 30, 2008

				Depreciation
	Operating			and
	income			amortization		EBITDA
Las Vegas Strip	$	917,235		$	444,003	$	1,361,238
Other Nevada		(2,818	)		4,624		1,806
MGM Grand Detroit		63,875			42,910		106,785
Mississippi		35,441			46,753		82,194
Other		7,203			6,612		13,815
Unconsolidated resorts		74,536			—		74,536
		1,095,472			544,902		1,640,374
Stock compensation							(29,665	)
Corporate and other							(102,421	)
						$	1,508,288

Nine Months Ended September 30, 2007

			Depreciation
	Operating		and
	income		amortization		EBITDA
Las Vegas Strip	$	1,146,894	$	402,770	$	1,549,664
Other Nevada		4,923		4,969		9,892
MGM Grand Detroit		62,411		17,836		80,247
Mississippi		181,992		45,603		227,595
Unconsolidated resorts		178,840		—		178,840
		1,575,060		471,178		2,046,238
Stock compensation						(35,350	)
Corporate and other						(125,603	)
					$	1,885,285

8

MGM MIRAGE AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)

	September 30,			December 31,
	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	250,087		$	416,124
Accounts receivable, net		322,821			412,933
Inventories		125,423			126,941
Income tax receivable		51,201			—
Deferred income taxes		46,347			63,453
Prepaid expenses and other		117,333			106,364
Total current assets		913,212			1,125,815
Property and equipment, net		16,889,955			16,870,898
Other assets:
Investments in unconsolidated affiliates		2,536,193			2,482,727
Goodwill		1,262,922			1,262,922
Other intangible assets, net		359,711			362,098
Deposits and other assets, net		1,428,735			623,226
Total other assets		5,587,561			4,730,973
	$	23,390,728		$	22,727,686
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	155,183		$	220,495
Construction payable		46,861			76,524
Income taxes payable		—			284,075
Accrued interest on long-term debt		147,593			211,228
Other accrued liabilities		822,868			932,365
Total current liabilities		1,172,505			1,724,687
Deferred income taxes		3,420,190			3,416,660
Long-term debt		13,288,306			11,175,229
Other long-term obligations		365,267			350,407
Stockholders’ equity:
Common stock, $.01 par value: authorized 600,000,000 shares, issued 369,275,641 and 368,395,926 shares and outstanding 276,498,614 and 293,768,899 shares		3,693			3,684
Capital in excess of par value		4,010,114			3,951,162
Treasury stock, at cost: 92,777,027 and 74,627,027 shares		(3,355,963	)		(2,115,107	)
Retained earnings		4,513,133			4,220,408
Accumulated other comprehensive income (loss)		(26,517	)		556
Total stockholders’ equity		5,144,460			6,060,703
	$	23,390,728		$	22,727,686

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