MGM MIRAGE Reports Fourth Quarter and Full Year Results

March 17, 2009
Company Enters into an Amendment to Its Senior Credit Facility Providing a Waiver of Financial Covenants through May 15, 2009
PRNewswire-FirstCall
LAS VEGAS

MGM MIRAGE (NYSE: MGM) today reported its 2008 fourth quarter and full year financial results and provided details of a waiver and amendment of its senior credit facility.

Summary of Fourth Quarter Operating Results

The Company reported a fourth quarter diluted loss per share from continuing operations of $4.15, including a non-cash goodwill and indefinite-lived intangible asset impairment charge of $1.2 billion, or $4.25 per share, compared to earnings per share of $2.85 in the prior year quarter, which included a $1.03 billion, or $2.23 per share, gain on the CityCenter transaction. The Company notes that fourth quarter results were impacted by global economic conditions and market trends, and that these trends have continued into the first quarter. The Company earned net revenues of $1.6 billion and Property EBITDA(2) of $327 million in the fourth quarter of 2008, which included $27 million of preopening and start-up expenses and net property transactions.

The non-cash impairment charge, which is included in "Property transactions, net," relates to goodwill and other indefinite-lived intangible assets recognized in the 2005 acquisition of Mandalay Resort Group. Goodwill was assigned primarily to Mandalay Bay, Luxor, Excalibur, and Gold Strike Tunica; this impairment charge represents substantially all of the goodwill recognized at the time of the Mandalay acquisition and a minor portion of the value of trade names related to the Mandalay resorts. The charge resulted from several factors: 1) lower market valuation multiples for gaming assets; 2) higher discount rates resulting from turmoil in the credit markets; and 3) reduced cash flow forecasts for the affected resorts based on current market conditions.

The following table lists significant items which affect the comparability of the current and prior year quarterly results (EPS impact shown, net of tax, per diluted share; negative amounts represent charges to income):

  Three months ended December 31,                2008              2007
  Gain on contribution of CityCenter to a
   joint venture                                   $-             $2.23
  Preopening and start-up expenses              (0.01)            (0.11)
  Profits from The Signature at MGM Grand           -              0.02
  Gains on repurchase of long-term debt          0.21                 -
  Hurricane Katrina business interruption
   income (recorded as a reduction of general
   and administrative expenses)                     -              0.08
  Property transactions net:
    Goodwill and indefinite-lived intangible
     assets impairment                          (4.25)                -
    Hurricane Katrina property damage income        -              0.23
    Other property transactions, net             0.01             (0.01)



  Summary of Senior Credit Facility Waiver and Amendment

On March 17, 2009, the Company obtained from the lenders under its senior credit facility a waiver of the requirement that the Company comply with the senior credit facility's financial covenants through May 15, 2009. Under the terms of the amendment, the Company repaid $300 million of the outstanding borrowings under its senior revolving credit facility. The amendment provides for a 100 basis point increase to the interest rate under the senior credit facility, prohibits the Company from prepaying or repurchasing any debt or disposing of assets, and allows the Company to continue to make its required equity contributions to CityCenter through May 15, 2009.

"We are pleased to have obtained this waiver and amendment of our senior credit facility. While there is still work to be done, this is a positive step that provides us with the opportunity to continue to work with our financial advisors and our bank group in addressing the Company's current financial position," said Jim Murren, Chairman and Chief Executive Officer of MGM MIRAGE. "The current economic climate remains challenging, but we are still driving high occupancy at our resorts, which are in terrific shape. We continue to provide our guests with world-class customer service and a renewed value proposition."

Detailed Discussion of Fourth Quarter Operating Results

Gaming revenues decreased 17% for the fourth quarter. The Company's total table games volume (including baccarat) decreased 17% in the quarter, with the overall table games hold percentage near the midpoint of the Company's normal 18% to 22% range in the 2008 period, lower than the 2007 period when the hold percentage was near the top end of the range. Slots revenues decreased 12% company-wide.

Rooms revenue decreased 21% as market conditions impacted rates and occupancy leading to a 21% decrease in Las Vegas Strip REVPAR(1). Average room rates decreased 15% at the Company's Las Vegas Strip resorts and occupancy decreased from 93% to 85%. The following table shows key hotel statistics for the Company's Las Vegas Strip resorts:

  Three months ended December 31,                2008              2007
  Occupancy %                                     85%               93%
  Average Daily Rate (ADR)                       $133              $156
  Revenue per Available Room (REVPAR)            $114              $145



The Company's non-gaming revenues excluding rooms decreased 9%. Such revenues were impacted by the decreased customer spending and lower occupancy at the Company's resorts. The Company continues to generate a significant portion of its revenue from its non-gaming businesses by providing new and exciting experiences for its guests. For example, the Company recently opened the Terry Fator show at The Mirage and, in conjunction with its partners at Disney Theatrical Productions, plans to open the Broadway sensation The Lion King at Mandalay Bay in May 2009.

Corporate expense decreased to $26 million compared to $53 million in the prior year quarter as a result of cost reduction efforts throughout the year. The Company continues to implement new cost saving programs to maximize its margins and cash flows.

MGM Grand Macau, which opened in December 2007, earned Property EBITDA of $17 million during the 2008 quarter and Property EBITDA of $119 million for the full year. The Company recognized its share of MGM Grand Macau's fourth quarter results as follows: $2 million of expense in the "Income from unconsolidated affiliates" line and $4 million of expense in "Non-operating items from unconsolidated affiliates."

Operating income decreased 60% on a comparable basis to the prior year quarter, excluding the non-cash goodwill and indefinite-lived intangible asset impairment charge in 2008, the CityCenter gain in 2007, property transactions, insurance recoveries, profits from The Signature at MGM Grand, and preopening and start-up expenses.

Property EBITDA of $327 million was also impacted by certain of the items discussed above and was down 41% on a comparable basis to the prior year quarter with a margin of 22% compared to 31%. The following table lists the items that impacted comparability of Property EBITDA (income/ (expense)):

  Three months ended December 31,                2008              2007
                                                     (In thousands)
  Profits from The Signature at MGM Grand          $-            $8,538
  Preopening and start-up expenses             (5,429)          (37,603)
  Hurricane Katrina business interruption
   (recorded as a reduction of general and
   administrative expenses)                         -            39,227
  Property transactions net:
    Hurricane Katrina property damage income        -           110,268
    Other property transactions               (21,213)           (8,579)



  Full Year 2008 Results

For the full year 2008, net revenues decreased 6% to $7.2 billion. The decrease in revenues was largely a result of decreases in market conditions discussed above which began earlier in the year and accelerated after the financial and credit market crisis in the fall of 2008. Las Vegas Strip REVPAR decreased 10% for the full year compared to 2007. Property EBITDA was $2 billion for the full year of 2008.

EPS from continuing operations for the full year was a loss of $3.06 per share versus income of $4.70 per share earned in 2007. The following table lists significant items which affect the comparability of the current year and prior year annual results (EPS impact shown, net of tax, per diluted share; negative amounts represent charges to income):

  Year ended December 31,                        2008              2007
  Gain on contribution of CityCenter to a
   joint venture                                   $-             $2.28
  Preopening and start-up expenses              (0.05)            (0.24)
  Profits from The Signature at MGM Grand           -              0.20
  Gains on repurchase of long-term debt          0.20                 -
  Business interruption (recorded as a
   reduction of general and
  administrative expenses) :
    Hurricane Katrina                               -              0.15
    Monte Carlo Fire                             0.02                 -
  Property transactions net:
  Goodwill and indefinite-lived intangible
   assets impairment                            (4.20)                -
    Hurricane Katrina property damage income        -              0.47
    Monte Carlo fire property damage income      0.02                 -
    Other property transactions                 (0.09)            (0.07)



  Liquidity and Financial Position

During the fourth quarter of 2008, the following items were relevant to the Company's liquidity and financial position:

  --  Issued $750 million of 13% senior secured notes due 2013 at a discount
      to yield 15%, with net proceeds to the Company of $687 million.
  --  Repurchased $345 million of face amount of outstanding senior notes at
      a purchase price of $263 million. A substantial portion of the
      repurchased notes were from the October 2009 and September 2010
      maturities of senior notes.
  --  Redeemed $149 million of senior subordinated notes assumed in the
      Mandalay acquisition as a result of a one-time put option by the
      bondholders.
  --  Announced that the Company's 50% owned venture CityCenter closed on a
      $1.8 billion senior secured bank credit facility. Under the terms of
      the credit facility, at March 16, 2009 the Company and Dubai World
      were each required to fund remaining construction costs of up to $494
      million; such amounts may be reduced by any additional financing
      obtained by CityCenter. In addition, the Company and Dubai World have
      each provided partial completion guarantees up to $600 million.
  --  Entered into an agreement to sell Treasure Island for $775 million, or
      $755 million if the amount is paid in full by April 30, 2009; the sale
      is expected to close by March 31, 2009.
  --  In the fourth quarter of 2008 capital expenditures totaled
      approximately $120 million.

At December 31, 2008, the Company had approximately $13.5 billion of total long-term debt. In late February 2009, the Company borrowed $842 million under its senior credit facility, which amount represented - after giving effect to $93 million in outstanding letters of credit - the total amount of unused borrowing capacity available under its $7.0 billion senior credit facility. In connection with the waiver and amendment discussed above, the Company repaid $300 million under the senior revolving credit facility, which amount is not available for re-borrowing without the consent of the lenders.

The Company was in compliance with its financial covenants under its senior credit facility at December 31, 2008. However, if the recent adverse conditions in the economy in general - and the gaming industry in particular - continue, the Company believes that it will not be in compliance with those financial covenants during 2009. In fact, given these conditions and the recent borrowing under its senior credit facility, the Company does not expect to be in compliance with these financial covenants at March 31, 2009. As a result, on March 17, 2009 the Company obtained an amendment to the senior credit facility, as discussed above, which included a waiver of the requirement to comply with such financial covenants through May 15, 2009. Following expiration of the waiver on May 15, 2009, the Company will be subject to an event of default related to the expected noncompliance with financial covenants under the senior credit facility at March 31, 2009.

The Company intends to work with its lenders to obtain additional waivers or amendments prior to that time to address future noncompliance with the senior credit facility; however, the Company provided no assurance that it will be able to secure such waivers or amendments. The lenders holding at least a majority of the principal amount under the Company's senior credit facility could, among other actions, accelerate the obligation to repay borrowings under our senior credit facility in such an event of default. As a result of such event of default, under certain circumstances, cross defaults could occur under the Company's indentures and the CityCenter $1.8 billion senior secured credit facility, which could accelerate the obligation to repay amounts outstanding under such indentures and the CityCenter credit facility and could result in termination of the unfunded commitments under the CityCenter credit facility. As a result of the conditions described above, the report of the Company's independent registered public accounting firm on the Company's consolidated financial statements for the year ended December 31, 2008 contains an explanatory paragraph with respect to the Company's ability to continue as a going concern. The Company has included additional information about its liquidity and financial position in its recently filed Form 10-K, including a detailed discussion of the impact of the matters described above.

"We view the recently executed waiver and amendment as a strong show of support by our long-term relationship banks," said Executive Vice President and Chief Financial Officer of MGM MIRAGE, Dan D'Arrigo. "We look forward to further dialog with our lenders as we consider all viable options to improve our capital structure, which may include asset dispositions, raising additional debt and/or equity capital, and modifying or extending our outstanding debt."

MGM MIRAGE will hold a conference call to discuss its fourth quarter earnings results at 6:00 p.m. Eastern Daylight Savings 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 March 24, 2009, a complete replay of the conference call can be accessed by dialing 1-706-645-9291, access code 89680497. 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 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. CityCenter, an unprecedented urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts in the People's Republic of China, Abu Dhabi, U.A.E. and Vietnam. The Company has entered into an agreement to sell its Treasure Island property on the Las Vegas Strip. 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.

                           MGM MIRAGE AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

                           Three Months Ended       Twelve Months Ended
                        ------------------------  ------------------------
                        December 31, December 31, December 31, December 31,
                            2008         2007         2008         2007
                        -----------  ----------   -----------  -----------
    Revenues:
      Casino            $   703,702  $  849,350   $ 2,975,680  $ 3,239,054
      Rooms                 406,771     515,636     1,907,093    2,130,542
      Food and
       beverage             353,322     402,869     1,582,367    1,651,655
      Entertainment         137,769     142,331       546,310      560,909
      Retail                 58,993      73,218       261,053      296,148
      Other                 133,028     130,469       611,692      519,360
                         ----------  ----------    ----------   ----------
                          1,793,585   2,113,873     7,884,195    8,397,668
      Less: Promotional
       allowances          (169,073)   (185,157)     (675,428)    (706,031)
                         ----------  ----------    ----------   ----------
                          1,624,512   1,928,716     7,208,767    7,691,637
                         ----------  ----------    ----------   ----------
    Expenses:
      Casino                417,966     429,240     1,618,914    1,646,883
      Rooms                 120,713     134,476       533,559      542,289
      Food and beverage     210,515     238,241       930,716      947,475
      Entertainment          96,205      94,698       384,822      395,611
      Retail                 40,789      47,601       168,859      187,386
      Other                  89,983      82,598       397,504      307,914
      General and
       administrative       307,485     295,942     1,278,501    1,251,952
      Corporate expense      25,742      53,220       109,279      193,893
      Preopening and
       start-up
       expenses               5,433      37,830        23,059       92,105
      Restructuring
       costs                    114           -           443            -
      Property
       transactions,
       net                1,175,765    (104,514)    1,210,749     (186,313)
      Gain on
       CityCenter
       transaction                -  (1,029,660)            -   (1,029,660)
      Depreciation
       and
       amortization         186,577     193,768       778,236      700,334
                         ----------  ----------    ----------   ----------
                          2,677,287     473,440     7,434,641    5,049,869
                         ----------  ----------    ----------   ----------

    Income from
     unconsolidated
     affiliates               6,543      29,935        96,271      222,162
                         ----------  ----------    ----------   ----------

    Operating income
     (loss)              (1,046,232)  1,485,211      (129,603)   2,863,930
                         ----------  ----------    ----------   ----------

    Non-operating
     income
     (expense):
      Interest income         3,464       4,274        16,520       17,210
      Interest
       expense, net        (169,442)   (160,870)     (609,286)    (708,343)
      Non-operating
       items from
       unconsolidated
       affiliates            (7,828)     (4,386)      (34,559)     (18,805)
      Other, net             87,149       9,120        87,940        4,436
                         ----------  ----------    ----------   ----------
                            (86,657)   (151,862)     (539,385)    (705,502)
                         ----------  ----------    ----------   ----------

    Income (loss)
     from
     continuing
     operations
     before income
     taxes               (1,132,889)  1,333,349      (668,988)   2,158,428
      Provision for
       income
       taxes                (15,122)   (462,575)     (186,298)    (757,883)
                         ----------  ----------    ----------   ----------
    Income (loss)
     from
     continuing
     operations          (1,148,011)    870,774      (855,286)   1,400,545
                         ----------  ----------    ----------   ----------

    Discontinued
     operations:
      Income from
       discontinued
       operations                 -           -             -       10,461
      Gain on
       disposal of
       discontinued
       operations                 -       1,932             -      265,813
      Provision for
       income
       taxes                      -        (495)            -      (92,400)
                         ----------  ----------    ----------   ----------
                                  -       1,437             -      183,874
                         ----------  ----------    ----------   ----------

    Net income (loss)   $(1,148,011) $  872,211    $ (855,286)  $1,584,419
                         ==========  ==========    ==========   ==========

    Per share of
     common stock:
      Basic:
      Income (loss)
       from
       continuing
       operations        $    (4.15) $     2.96    $    (3.06)  $     4.88
      Discontinued
       operations                 -           -             -         0.64
                         ----------  ----------    ----------   ----------
      Net income
      (loss) per
      share              $    (4.15) $     2.96    $    (3.06)  $     5.52
                         ==========  ==========    ==========   ==========

      Weighted
       average
       shares
       outstanding          276,505     294,545       279,815      286,809
                         ==========  ==========    ==========   ==========

      Diluted:
      Income (loss)
       from
       continuing
       operations        $    (4.15) $     2.85    $    (3.06)  $     4.70
      Discontinued
       operations                 -           -             -         0.61
                         ----------  ----------    ----------   ----------
      Net income
       (loss) per
       share             $    (4.15) $     2.85    $    (3.06)  $     5.31
                         ==========  ==========    ==========   ==========
      Weighted
       average
       shares
       outstanding          276,505     305,989       279,815      298,284
                         ==========  ==========    ==========   ==========



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

                            Three Months Ended       Twelve Months Ended
                        ------------------------  ------------------------
                        December 31, December 31, December 31, December 31,
                            2008         2007         2008         2007
                        -----------  -----------  -----------  -----------
      Las Vegas Strip   $ 1,319,607  $ 1,608,565  $ 5,889,083  $ 6,473,793
      Other Nevada           31,062       39,415      148,067      177,082
      MGM Grand
       Detroit              132,196      150,310      562,263      487,359
      Mississippi           122,137      124,584      531,117      547,561
      Other                  19,510        5,842       78,237        5,842
                        -----------  -----------  ----------- ------------
                        $ 1,624,512  $ 1,928,716  $ 7,208,767  $ 7,691,637
                        ===========  ===========  =========== ============



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

                           Three Months Ended       Twelve Months Ended
                        ------------------------  ------------------------
                        December 31, December 31, December 31, December 31,
                            2008         2007         2008         2007
                        -----------  -----------  -----------  -----------
      Las Vegas Strip   $   280,450  $   501,934  $ 1,641,688  $ 2,051,598
      Other Nevada             (929)         501          877       10,393
      MGM Grand
       Detroit               24,560       33,411      131,345      113,658
      Mississippi            17,827      167,234      100,021      394,829
      Other                   3,079        1,040       16,894        1,040
      Unconsolidated
       resorts                1,838        2,283       76,374      181,123
                        -----------  -----------  -----------  -----------
                        $   326,825  $   706,403  $ 1,967,199  $ 2,752,641
                        ===========  ===========  ============ ===========



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

                         Three Months Ended December 31, 2008
                         ------------------------------------
                          Preopening            Property
                             and     Restruct-    trans-
                           start-up   uring      actions,
                           expenses   costs        net         Total
                          ---------- ---------  ----------   ----------
       Las Vegas Strip    $      424 $       -  $   12,353   $   12,777
       Other Nevada                -         -         511          511
       MGM Grand Detroit           -         -       6,020        6,020
       Mississippi                 -       114       2,329        2,443
       Unconsolidated
        resorts                5,005         -           -        5,005
                          ---------- ---------  ----------   ----------
                               5,429       114      21,213       26,756
       Corporate and other         4         -   1,154,552    1,154,556
                          ---------- ---------  ----------   ----------
                          $    5,433 $     114  $1,175,765   $1,181,312
                          ========== =========  ==========   ==========



                         Three Months Ended December 31, 2007
                         ------------------------------------
                          Preopening            Property
                             and     Restruct-    trans-
                           start-up   uring      actions,
                           expenses   costs        net         Total
                          ---------- ---------  ----------   ---------
       Las Vegas Strip    $    2,833 $       -  $    8,658   $  11,491
       Other Nevada                -         -           -           -
       MGM Grand Detroit       7,119         -        (570)      6,549
       Mississippi                 -         -    (109,777)   (109,777)
       Unconsolidated
        resorts               27,652         -           -      27,652
                          ---------- ---------  ----------   ---------
                              37,604         -    (101,689)    (64,085)
       Corporate and other       226         -      (2,825)     (2,599)
                          ---------- ---------  ----------   ---------
                          $   37,830 $       -  $ (104,514)  $ (66,684)
                          ========== =========  ==========   =========



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

                         Twelve Months Ended December 31, 2008
                         -------------------------------------
                          Preopening            Property
                             and     Restruct-    trans-
                           start-up   uring      actions,
                           expenses   costs        net         Total
                          ---------- ---------  ----------  ----------
       Las Vegas Strip    $    2,538 $     329  $   13,279  $   16,146
       Other Nevada                -         -       2,718       2,718
       MGM Grand Detroit         135         -       6,028       6,163
       Mississippi                 -       114       2,402       2,516
       Unconsolidated
        resorts               20,281         -           -      20,281
                          ---------- ---------  ----------  ----------
                              22,954       443      24,427      47,824
       Corporate and other       105         -   1,186,322   1,186,427
                          ---------- ---------  ----------  ----------
                          $   23,059 $     443  $1,210,749  $1,234,251
                          ========== =========  ==========  ==========




                         Twelve Months Ended December 31, 2007
                         -------------------------------------
                          Preopening             Property
                             and     Restruct-     trans-
                           start-up   uring       actions,
                           expenses   costs         net        Total
                          ---------- ---------   ---------   ---------
       Las Vegas Strip    $   24,078 $       -   $  29,258   $  53,336
       Other Nevada                -         -       4,630       4,630
       MGM Grand Detroit      26,257         -        (570)     25,687
       Mississippi                 -         -    (216,211)   (216,211)
       Unconsolidated
        resorts               41,039         -           -      41,039
                          ---------- ---------   ----------   --------
                              91,374         -    (182,893)    (91,519)
       Corporate and other       731         -      (3,420)     (2,689)
                          ---------- ---------   ---------   ---------
                          $   92,105 $       -   $(186,313)  $ (94,208)
                          ========== =========   =========   =========



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

                           Three Months Ended        Twelve Months Ended
                        ------------------------  ------------------------
                        December 31, December 31, December 31, December 31,
                            2008         2007         2008         2007
                        -----------  -----------  -----------  -----------
    EBITDA              $  (859,655) $ 1,678,979  $   648,633  $ 3,564,264
      Depreciation
       and
       amortization        (186,577)    (193,768)    (778,236)    (700,334)
                        -----------  -----------  -----------  -----------
    Operating income
     (loss)              (1,046,232)   1,485,211     (129,603)   2,863,930
                        -----------  -----------  -----------  -----------

    Non-operating
     income
     (expense):
      Interest
       expense,
       net                 (169,442)    (160,870)    (609,286)    (708,343)
      Other                  82,785        9,008       69,901        2,841
                        -----------  -----------  -----------  -----------
                            (86,657)    (151,862)    (539,385)    (705,502)
                        -----------  -----------  -----------  -----------
    Income (loss)
     from continuing
     operations
     before income
     taxes               (1,132,889)   1,333,349     (668,988)   2,158,428
      Provision for
       income taxes         (15,122)    (462,575)    (186,298)    (757,883)
                        -----------  -----------  -----------  -----------
    Income (loss)
     from continuing
     operations         $(1,148,011) $   870,774  $  (855,286) $ 1,400,545
                        -----------  -----------  -----------  -----------



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

                           Three Months Ended December 31, 2008
                           ------------------------------------

                                             Depreciation
                                 Operating       and
                               income (loss) amortization    EBITDA
                               ------------  ------------  ---------
       Las Vegas Strip         $    141,459  $    138,991  $ 280,450
       Other Nevada                  (2,549)        1,620       (929)
       MGM Grand Detroit             13,796        10,764     24,560
       Mississippi                    2,449        15,378     17,827
       Other                           (594)        3,673      3,079
       Unconsolidated
        resorts                       1,838             -      1,838
                               ------------  ------------  ---------
                                    156,399       170,426    326,825
       Stock compensation                                     (6,612)
       Corporate and other                                (1,179,868)
                                                           ---------
                                                           $(859,655)
                                                           =========



                           Three Months Ended December 31, 2007
                           ------------------------------------

                                             Depreciation
                                 Operating       and
                               income (loss) amortization    EBITDA
                               ------------  ------------  ----------
       Las Vegas Strip         $    355,262  $    146,672  $  501,934
       Other Nevada                    (981)        1,482         501
       MGM Grand Detroit             19,425        13,986      33,411
       Mississippi                  151,460        15,774     167,234
       Other                             70           970       1,040
       Unconsolidated
        resorts                       2,283             -       2,283
                               ------------  ------------   ---------
                                    527,519       178,884     706,403
       Stock compensation                                     (11,195)
       Gain on CityCenter
        transaction                                         1,029,660
       Corporate and other                                    (45,889)
                                                           ----------
                                                           $1,678,979
                                                           ==========



                           Twelve Months Ended December 31, 2008
                           -------------------------------------

                                             Depreciation
                                 Operating       and
                               income (loss) amortization    EBITDA
                               ------------  ------------  ----------
      Las Vegas Strip          $  1,058,694  $    582,994  $1,641,688
      Other Nevada                   (5,367)        6,244         877
      MGM Grand Detroit              77,671        53,674     131,345
      Mississippi                    37,890        62,131     100,021
      Other                           6,609        10,285      16,894
      Unconsolidated
       resorts                       76,374             -      76,374
                               ------------  ------------  ----------
                                  1,251,871       715,328   1,967,199
      Stock compensation                                      (36,277)
      Corporate and other                                  (1,282,289)
                                                           ----------
                                                           $  648,633
                                                           ==========



                           Twelve Months Ended December 31, 2007
                           -------------------------------------

                                             Depreciation
                                 Operating       and
                               income (loss) amortization    EBITDA
                               ------------  ------------  ----------
      Las Vegas Strip          $  1,502,156  $    549,442  $2,051,598
      Other Nevada                    3,942         6,451      10,393
      MGM Grand Detroit              81,836        31,822     113,658
      Mississippi                   333,452        61,377     394,829
      Other                              70           970       1,040
      Unconsolidated
       resorts                      181,123             -     181,123
                               ------------  ------------  ----------
                                  2,102,579       650,062   2,752,641
      Stock compensation                                      (46,545)
      Gain on CityCenter
       transaction                                          1,029,660
      Corporate and other                                    (171,492)
                                                           ----------
                                                           $3,564,264
                                                           ==========



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


                                            December 31,       December 31,
                                                2008               2007
                                            -----------        -----------
                               ASSETS
    Current assets:
        Cash and cash equivalents           $   295,644        $   416,124
        Accounts receivable, net                303,416            412,933
        Inventories                             111,505            126,941
        Income tax receivable                    64,685                  -
        Deferred income taxes                    63,153             63,453
        Prepaid expenses and other              155,652            106,364
        Assets held for sale                    538,975                  -
                                            -----------        -----------
              Total current assets            1,533,030          1,125,815
                                            -----------        -----------
    Property and equipment, net              16,289,154         16,870,898

    Other assets:
        Investments in and advances to
         unconsolidated affiliates            4,642,865          2,482,727
        Goodwill                                 86,353          1,262,922
        Other intangible assets, net            347,209            362,098
        Deposits and other assets, net          376,105            623,226
                                            -----------        -----------
              Total other assets              5,452,532          4,730,973
                                            -----------        -----------
                                            $23,274,716        $22,727,686
                                            ===========        ===========



                       LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:
        Accounts payable                    $   142,693        $   220,495
        Construction payable                     45,103             76,524
        Income taxes payable                          -            284,075
        Current portion of long-term
         debt                                 1,047,614                  -
        Accrued interest on long-term
         debt                                   187,597            211,228
        Other accrued liabilities             1,549,296            932,365
        Liabilities related to assets
         held for sale                           30,273                  -
                                            -----------        -----------
              Total current liabilities       3,002,576          1,724,687
                                            -----------        -----------

    Deferred income taxes                     3,441,198          3,416,660
    Long-term debt                           12,416,552         11,175,229
    Other long-term obligations                 440,029            350,407
    Stockholders' equity:
        Common stock, $.01 par value:
         authorized 600,000,000 shares,
        issued 369,283,995 and
         368,395,926 shares and
         outstanding
        276,506,968 and 293,768,899
         shares                                   3,693              3,684
        Capital in excess of par value        4,018,410          3,951,162
        Treasury stock, at cost:
         92,777,027 and 74,627,027
         shares                              (3,355,963)        (2,115,107)
        Retained earnings                     3,365,122          4,220,408
        Accumulated other comprehensive
         income (loss)                          (56,901)               556
                                            -----------        -----------
              Total stockholders' equity      3,974,361          6,060,703
                                            -----------        -----------
                                            $23,274,716        $22,727,686
                                            ===========        ===========

First Call Analyst:
FCMN Contact: mcheldelin@mgmmirage.com

SOURCE: MGM MIRAGE

CONTACT: Investment Community, Daniel J. D'Arrigo, Executive Vice
President, Chief Financial Officer, +1-702-693-8895; News Media, Alan M.
Feldman, Senior Vice President, Public Affairs, +1-702-650-6947

Web Site: http://www.mgmmirage.com/