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MGM Mirage (NYSE:MGM)

Q3 2007 Earnings Call

October 30, 2007 11:00 am ET

Executives

J. Terrence Lanni - Chairman andChief Executive Officer

Jim Murren - President and ChiefOperating Officer

Dan D’Arrigo - Executive VicePresident and Chief Financial Officer

Gary Jacobs - Executive VicePresident, General Counsel, and Secretary

Aldo Mantini - Executive VicePresident and Chief Administrative Officer

Analysts

Felicia Hendrix - Lehman Brothers

Lawrence Klatzkin - Jefferies & Company

Robin Farley - USB

Stephen Kent - Goldman Sacks

Joseph Greff - Bear Stearns &Company

Harry Curtis - J.P. Morgan

Operator

Good morning and welcome to theMGM Mirage third quarter conference call. Joining the call from the companytoday are Terri Lanni, Chairman and CEO, Jim Murren, President and COO, DanD’Arrigo, executive VP and CFO, Gary Jacobs, Executive VP, General Counsel, andSecretary, Aldo Mantini, Executive VP and CAO. Participants are in listen onlymode. After the companies remarks there will be a question and answer session.(Operator instructions). Now I would like to call the turn over to Mr. DanD’Arrigo.

Daniel D’Arrigo

Good morning everyone and welcometo the MGM Mirage third quarter earnings call. This call will be broadcastedlive via the internet on www.mgmmirage.com and at www.companyboardroom.com. Areplay of the call will also be available on our website. This morning wefurnished this earnings release and a form of AK with the FCC and thatinformation is available either on our website or with the SEC. Additioninformation and supplemental financial details were also posted to our websitethis morning and you can find that under our investor relations section of ourcompany website. Before we get started I’d like to read our Safe Harbordisclosure real quickly. Information we present on this call may containforward looking statements as defined by the SEC, such forward lookingstatements are protected by the Safe Harbor amendments, the private securitieslitigation reformat of 1995, you can indentify such statements by the use ofthe words we expect, we anticipate, and similar phrases. These forward lookingstatements may include information about future earnings expected businessdevelopment, anticipated capital expenditures, future financial alternatives,or other statements made about future periods. Forward looking statementsinvolve risks and uncertainties that could cause actual results to differmaterially from estimates. Listeners should also refer to our disclosures aboutrisks and uncertainties made in our filings with the SEC.

Now I’d like to turn the callover to Terry Lanni for discussion of our overall results.

J. Terrence Lanni

Good morning ladies andgentlemen. Dan, if I had known you were going to read that as well as you didwe would have made you CFO a long time ago.

First I do want to recognize afew individuals who have recently been promoted in addition to Jim Murren as weknow, but Bobby Baldwin ahs been names chief design and construction officerand will continue to serve as president and CEO of the CityCenter developmentproject. Bobby is travelling internationally on company business and will notbe able to join us today.

Jim Murren, who we have had agreat relationship for a long period of time and for many years into the futurehas been made COO of the company, retaining his title as president, and he’llbe providing comments for the first time on a quarterly basis geared towardsoperating results and if he strays into the financial areas Dan and I willbring him right back. He’ll talk about the trends as well as our many growthinitiatives.

Dan D’Arrigo was promoted toexecutive VP and CFO; in addition to his many new responsibilities he’ll beproving financial results on this meetings call.

Bob Sulwood is here with us todayand is now executive VP and CAO of the company.

Also here today we welcome CathySantoro who has recently been promoted to senior VP and treasurer of ourcompany.

Let me talk a little bit aboutthe overall results here.

Earnings today we reporteddiluted EPS from continued operations of $0.62 from the third quarter thatcompares to the $0.53 in the prior years quarter.

Earnings benefited from $135million of income from hurricane Katrina insurance recoveries for our BeauRivage property in Biloxi, Mississippi.

The $135 million total is abovethe guidance that we gave of $44 million and that’s due to receipt of cashactually sooner than we expected. Awkward sometimes with insurance companiesthat you get money before you expect to get it, and the execution of finalsettlement agreements have taken place with several carries in the thirdquarter.

107 million is recorded inproperty transactions and $28 million is an offset to general andadministrative expenses.

We very recently reached finalagreements with the remaining carriers. Our final proceeds numbers will be $635million. We expect to recognize approximately $150 million of income in thefourth quarter relative to this matter with approximately $40 million recordedas a reduction in general and administrative expenses and $110 million asproperty transactions. That would be the Beau Rivage property obviously.

Dan will provide furtherexplanation of other amounts impacting comparability in the quarter in hiscomments which will be coming shortly.

Top line performance for thecompany was strong as net revenues increased 6% to an all time record of $1.9billion. Hotel and non gaming results led the increase in revenue this quarter.Las Vegas stripREVPAR for the company was up 6% verses 2006. That represents our 17thconsecutive quarter of REVPAR increases of the strip here in Las Vegas. Many of our Las Vegas strip properties had record thirdquarter hotel revenues which is a very strong indicator of the strength of thismarket and the continued effectiveness of our operations and the management ofthose operations.

Gaming revenues increased 3% intotal but were down 3% if you take out Beau Rivage and were impacted by a lowerhold percentage in our high end Baccarat business in the quarter.

Our customer trip levels remainedquite strong and we continue to believe our high end results will improve whenwe open MGM Grand Macau later this calendar year.

We opened the all new MGM GrandDetroit on October 2nd and it is truly a spectacular hotel and casino resort.We held our recent board of directors meeting in Detroit and we were all extremely impressedwith the resort and its people. Congratulations to our Detroit team led byGeorge Boyer and Tony Brolick and Ben Mammima who is responsible for developingthe property on their behalf. It was a short project, most expensive buildingever built in the city of Detroit, and truly is transforming that city and Iencourage people to see it if you have not seen it. It’s quite a property.

On CityCenter, we entered into ajoint venture agreement with Dubai World for 50% of CityCenter, it should benoted that we will continue to be the developer of that project. Once again wewill operate CityCenter and we will receive a management fee for doing that.This transaction truly represents a paradigm in our growth strategy, with usjoining a strategic financial partner in Dubai World, to leverage ourmanagement ability and real estate assets in the most effective way possiblethat we would even think of.

Along with the CityCentertransaction we completed the sale of 14.2 million shares of common stock at $84per share to Dubai World on October 18th. It should be noted that was also a13% premium over the price of the stock on the closing of that date. Thatproduced proceeds of approximately $1.2 billion. We expect to work alongsideDubai World for many years to come on CityCenter and a significant amount ofother global projects, many of which are under discussion as we are here today.

We’re already working with DubaiWorld in connection with the Kerzner International Joint Venture in the Las Vegas strip on 40 acres of land that we contributed,across from Sahara and north of Circus Circus.

We announce plans for MGM GrandAtlantic City, which will be between a $4.5 and $5 billion casino resort. Wewill initially use 60 of the 72 acres at that site, Renaissance point. 12 acreswill be reserved for future development, based upon the importance of the timeI could certainly have residential as a component, it certainly couldpotentially have an arena. We’re evaluating that as we move forward at thisproject,

We are extremely excited aboutthis project and we believe it’s iconic Kohn Pederson Fox design and unmatchedamenities will drive increase casino and non casino demand in the Atlantic City marketplaceand it will be the most impactful resort in that markets history.

It should be noted that KohnPederson Fox is a firm that we have a great relationship with because they arealso designed the Manadarin Oriental at our CityCenter project, and that isindeed an iconic building into itself.

At CityCenter, the constructionbudget has increased as we noted today approximately $400 million from $7.4billion to $7.8 billion. It always our goal to build the finest and the best,and yes projects do tend to increase in cost, and they increase in cost becauseof what we want to be sure that that is an iconic structure and a series ofstructures.

The cost increase is largely dueto other factors though, the complexity of the hotel casino podium, the theaterbuildings, and the (inaudible) designed group structure over the crystalsretail area which required additional steel, concreted and fabrications alongwith additional design changes for exterior lighting and water features andsite utility costs. As I like to say you have once change to make a great firstimpression and we are not going to do anything to deny this company theopportunity to do that with out project CityCenter.

Construction has made substantialprogress during the third quarter; we’ve reached the 26th floor of the hotelcasino tower. Construction of Vidara, the condominium hotel has also reachedthe 26th floor. And Mandarin Oriental is up to level fifteen. All otherelements of the project are under way as well.

On the residential front sinceour last earnings call, we’ve contracted for $170 million of residential unitsbringing the total at CityCenter to over $1.5 billion. Almost half of allavailable units are now under hard contract to be sold. The Harmon residences,the final CityCenter residential project went on sale in September of this yearto friends and family and we’ve already contracted for 25% of those units andthere’s 207 units in that particular building. Sales to the public will startin early 2008.

In Macau,the updated cost estimate for the project is $1.25 billion, up from theprecious estimate of 1.1 billion dollars and as I mentioned earlier the resortis expected to open by the end of this year.

I’ll now turn it over to Dan foradditional comments on our financial results. Dan.

Dan D’Arrigo

Thank you Terri. As Terrimentioned, I’ll first discuss some of the items that impacted our comparabilityyear over year. Profits from the sale of our condominium units at the signatureat MGM grand were 12 million In the current quarter versus 26 million In theprior year’s quarter. This us mostly due to the closeout essentially of Tower Cwhich I’ll get to a little later, but this impacted EPS by about $.03 in thequarter.

Terri already talked about theinsurance recoveries from Katrina that are included in property transactionsbut offsetting the $107 million profit in that particular line item were higherother property transactions in 2007. we had roughly about 18 million ofdemolition costs and write offs In the third quarter versus less than a millionin the prior years quarter, about a $.04 per share difference and most of thatwas at the MGM grand in Mandalay, for some of the room remodel and some of theother projects that are underway at those two properties. Also we had a $.06per share impact from preopening and startup expenses compared to only $.01 pershare in 2006, the current quarter is higher due to the October 3rd opening ofMGM Grand Detroit and the ramp up of preopening activities and our hare ofthose preopening activities at MGM Grand Macau.

Property EBITDA up 705 million asup 13% versus 621 million in the prior years quarter. Excluding the impact fromthe insurance recoveries, write down, preopening expenses, and the signatureprofits, property EBITDA was flat compared to 2006. The property EBITDA marginswere also consistent in both periods excluding these items.

Corporate expense increased to 63million versus 35 million in the prior year quarter, the increase in corporateexpense over our original guidance of 40 million was due to certainunanticipated costs related to our recent announced transactions, the accrualof certain compensation costs and some development expenses related to Macauand Atlantic City, as well as CityCenter transaction costs.

Our net interest expense was 180million dollars, which was consistent with our guidance. That was made up ofroughly 243 million of gross interest expense and about 63 million ofcapitalized interest in the third quarter.

I’ll now turn it over to Jim formore detailed components of our operating results.

Jim Murren

Thank you, Dan. I’m going todrill into some of our operating performance and give you an outlook as well ofwhat we see happening here. First in the hotel side, our hotel revenue was up7% in the quarter to 511 million that was notable since we had 29,000 lessavailable room nights here in Las Vegas versusthe prior year and that was primarily due to the room remodel project that’snow complete over at Mandalay Bay.

Terri had mentioned that ourREVPAR was up a healthy 6%, get into that our occupancy actually was up from 96to 97% and our ADR also increased, it went from 140 to $147. In fact, REVPARwas up everywhere in the quarter, in all our properties. I think it’s worthnoting that we are somewhat dependent on air traffic here in Las Vegas. In the market air seat capacityactually increased 16% year over year, and our daily air passengers haveincreased 5% into the market. That obviously bodes very well for our 36,500rooms here in Las Vegas,as approximately 70% of our customers come by plane.

On the food and beverage side,and also in entertainment, we’re very gratified, very strong results, food andbeverage revenue is up 10%, even up 6% without including Beau Rivage. All therestaurants and nightclubs continue to show nice growth in both volume and inprofits. Our entertainment revenue is up 13%, really strong demand across ourportfolio of entertainment amenities. Our Cirque shows continue to be a hugedraw here, and are obviously clear market leaders. In fact, our longest runningshow, Mystere, draws more customers than any of our competitors’ shows. Thetrick now for us, and we’ve been doing this for the last several quarters, isto capture more of the customer spend, through improved amenities and food andbeverage, entertainment on lounges.

On the gaming side, our gamingrevenues were up 3%, but if you strip our Beau Rivage, they were actually down3%. To get into that a couple minutes here, our flat revenues were a mixed bag.Several of our properties here on Las Vegas Strip were up very nicely, up inthe 8% range, both at Bellagio, MGM Grand and Mirage, also Mandalay was up strong, up 9%. Overall, onthe Strip, our slot revenues were up 2%, and that means we were down on some ofour properties, such as Luxor, Monte Carlo, Excalibur. These are propertiesthat are undergoing fairly dramatic repositioning, which obviously impactstemporarily customer counts, which I’ll get into in a minute.

We’re also down at MGM GrandDetroit, in the interim facility. Obviously we were winding down that facility,and then closing it, when we opened up the MGM Grand that exists today onOctober 2, so that had a temporary impact on slot revenues there, and now I’lltell you how we’re doing in a minute, it’s very remarkable.

Table games side, our table gamesrevenues were down, that’s mainly due to a decrease in whole percentage, ourvolumes were flat, and Bellagio, of course, was down year over year in wholepercentage, which impacts the Bellagio’s EBITDA and our overall wholepercentage.

It’s also, I think, notable totalk about Bellagio. I think we closed the Baccarat room, Mike, in July. So thebaccarat room here at Bellagio has been closed. It is in a temporary location,which is obviously not optimal for the very high-end customers. We’ve learnt,and I don’t think anyone knows more about this business than we do, we learnedthat the high-end customers gravitate towards the best rooms. The privaterooms, the baccarat areas, are the stated of our technology and design. We’vebeen hamstrung by not having that room open, it opens up in time for the veryimportant season coming up, Christmas, New Year’s, Chinese New Year’s, soyou’ll see, I think, a positive impact at Bellagio due to that very importantnew amenity.

In fact, taking kind of a stepback, I’d remind people that it’s only been a short period of time since weacquired Mandalay Resort Group. It was in the middle of 2005, if you recall,and it took us a few months to find out where the restrooms were and figure outwhat we had there and also a few months more to put together an operational anddevelopment plan. That plan is rolling out right now, and the results, you cansee, have already been very profound, as we apply capital to these properties.The properties are responding immediately. That process is not yet done.

If you go into our propertiestoday, of the older Mandalayproperties, you’d see dramatic construction underway, as we reposition theseproperties. The short-term impact is obvious; it has an impact on traffic. Thelong-term impact, I think, is also obvious, as evident by when we do this. Wedid it at the MGM Grand, the results revenue and cash flows have been profoundlypositive there as we reposition that property. That gives us great confidencethat these types of increases will happen at the Mandalay Resorts properties.They’re already beginning to happen, and it will be done in mid to late ’08.You’ll continue to see, I think, growth in these properties, and then realtaking off after we’re done with the repositioning.

Terry mentioned Detroit, really just a tremendous opening tothis property. I’d also add some thanks to John Redmond to the kudos andthanks. Jon is no longer with us at the company, but had a profoundly positiveimpact on the development and positioning of that property, and our thanks goout to him. The traffic has been tremendous, our volumes are up substantially,our room counts and our guest counts are twice what they were in the oldfacility, so our customer volumes are twice what we were experiencing.

On the table games side, ourtable game volume is up 70% year over year, and we believe that the amenitiesof the property, not only the gaming space itself, but the food and beverage,entertainment, and rooms, spa, and conference facilities will continue toattract a great customer, the premier customer in the marketplace, which spendsmore money on those kinds of amenities, and are better table game players.

We added over 1,600 more slotsthan the interim facility housed, and yet, our win per unit is about the same,which is really remarkable. So with an increase in slot machines from our,let’s say about 2,400 or 2,500 slot machines to well over 4,000 slot machinesnow, our win per unit is about the same, over $300 a day.

I’d also remind you that now thatthe permanent is opening, our tax rate rolls back from 26% to 25%. That willobviously result in a pickup of cash flow, once that process is finalized andwe’re working with the appropriate authorities to do so.

I mentioned the repositioning ofthe Las Vegasresorts. I’ll give you a couple examples of this, of what’s happening here in Las Vegas. Take, forexample, Luxor.Our new nightclub, LAX, opened on August 31, it is, I don’t go to these clubs,but I’ve been told it’s a great club and it’s a hot place to be, and in fact,probably one of the premier clubs now in the country. Many other restaurants,bars, nightclubs are opening up at Luxorover the coming months and quarters. For example, Company, which is moremanagement group, is doing an American bistro, Cathouse, a sexy kind ofrestaurant. Again, I won’t be there, but I’m sure it’s going to be great, witha great chef there. Liquidity, and it goes on and on. These amenities will openup later next year, later this year, I’m sorry, and into 2008.

Another example is over at Mandalay Bay. Mandalay went through its room remodel. Weexpanded dramatically the pool area, as you know, and we’re getting greatfeedback in both of those areas. And in October, we opened up a hot new loungethere, it’s called Eye Candy, and right in the middle of the casino floor andit is, I’ve been by it many times in fact. That’s just a couple examples, I cango on and on with that.

On the corporate side, we’regoing through our ’08 budgeting process right now and we’re really excitedabout some of the key areas where we see tremendous opportunity, both in termsof driving additional revenue, in the areas of rooms, international andnational marketing, database marketing, convention sales, and on expenses,where we feel we can drive some great efficiencies through consolidatingcertain areas, say on room reservations, payroll, HR, and there are many otherfinancial areas of opportunity where we can cut some costs. We’ll be reportingto you on the progress of this as we move forward into the balance of this yearand into ’08, but I think you should expect to see a fairly substantialincrease in revenue and a resulting improvement in margins. Although we’re highalready, we have room to improve as we go into 2008.

And with that I’ll turn it backover to Dan D’Arrigo.

Dan D'Arrigo

Thanks Jim. We’ll kind of recaphere just some follow-up highlights for the quarter, get into a littleguidance, kind of help the models, and then we’ll leave plenty of time for yourquestions and answers.

For the quarter we spentapproximately $767 million at our existing resorts, and on our developmentinitiatives. Roughly about $451 million was spent on CityCenter in the quarter,and another $140 million was spent on MGM Grand Detroit.

Capital expenditures alsoincluded the spending of $61 million on the room and suite remodel project,primarily at Mandalayand at Bellagio. We also had about $13 million in spending related to a newcorporate aircraft. The remaining $102 million related to our routine capitalexpenditures on various new and upgraded amenities, most of the ones Jim wastouching on, at our resort properties going forward.

Looking at our capital position,on October 18, we closed on the sale of the stock 14.2 million shares to DubaiWorld. We received roughly $1.2 billion of proceeds under the sale of thatstock sale. We used those proceeds to pay off our credit facility balance,thereby reducing our outstanding credit facility balance, and increasing ouravailability to roughly about $2 billion under our senior credit facility. Ourfixed to floating ratio is just north of about 60%, right now fixed, justinside of 40% floating.

The CityCenter joint venturetransaction is scheduled to close here in the fourth quarter as well. These twotransactions combined will have a profound impact on our balance sheet. Andjust to put a little framework, or perspective, around the CityCenter jointventure, right now we will have invested almost about $2 billion in CIP, whenwe closed on the CityCenter transaction, our land carrying book value isroughly about $1 billion, and book value when we bought the land, mostly in theacquisition of Mirage Resorts in 2000, bringing our total investment to roughly$3 billion today at MGM Mirage.

Upon closing, we’ll receive over$2 billion after paying some taxes, significantly increasing our return oninvested capital, as we will continue to own 50% of this project, as Terrymentioned earlier, and receive a management fee going forward. The financing isexpected to be non-recoursed to MGM Mirage, and we expect to be in the marketlater on this quarter.

We only have minimal maturitiesin 2008, under 400 million, so we’re in pretty strong financial position goinginto not only the remainder of this year, but well into 2008. We did notrepurchase shares of common stock during the quarter, and year-to-date, we’verepurchased 2.5 million shares for roughly $175 million, which leaves us with5.5 million shares under our current Board authorized program.

From an outlook perspective, weexpect the fourth quarter to be our18th consecutive quarter of Las Vegas StripREVPAR growth. We also believe that our operating trends, non-gaming revenues,and operating margins will remain strong. Two factors to just point out goingforward. We have reached agreement on two new labor contracts; one is afive-year deal here in Las Vegas,which roughly will increase wages and benefits, pretty consistent with the lastcontract we had of roughly about 4% per year over that five-year term. In Detroit, we’ve reached anew labor agreement as well, for wage and benefit increase in the first year ofroughly about 7%, decreasing slightly in years two to four of that contract.

Remember, as Jim pointed out,these two cost increases will be partially offset by that gaming tax reductionin Detroit, nowthat the permanent is open, once we receive certification of our permanentfacility, the tax rate will reduce from 26% to 21%, a nice pickup for MGM GrandDetroit property.

Our continued investments in our Las Vegas resorts areproviding excellent returns and we anticipate the planned additionalinvestments in our properties will lead to further increases in property cashflows. We are currently going through our capital allocation process for 2008,and have many exciting high-return projects on the table.

Now I’ll just run through somespecific income statement guidance for Q4 to help you with some of your models.As we mentioned earlier, we expect to recognize income from insurance proceedsrelated to Katrina, at Beau Rivage during Q4, of approximately $150 million,$40 million of which will be a credit to G&A expenses, and $110 millionwill be a credit to property transactions, similar to Q3 here.

Total stock compensation expensesestimated to be approximately $10 million in Q4, and corporate expense weexpect to be roughly in kind of the mid-$40 million range, around $45 million,which includes stock compensation expense of roughly $5 million.

Pre-opening expenses will beapproximately $20-$25 million, as our joint venture in Macauramps up its pre-opening activities, and in anticipation for the opening ofthat property later on this year.

Net interest expense will beapproximately $150 to $160 million in the quarter. Please note that this doesnot reflect any potential savings if we close the CityCenter joint ventureprior to year-end and we’re on pace to potentially do that right now.

Just to give you a one update andkind of close the loop on the signature on MGM Grand. In October the jointventure partners decided to finalize the operation of our joint venture. MGMMirage has acquired the remaining 88 units of the signature product, at aprofit to the joint venture; we will not recognize any future profit from thesale of these 88 units, as our final profits will reduce our basis in theseunits that we have acquired.

We will be using these unitspredominantly for corporate uses mostly for our consultants and other businesspartners, who are currently using our hotel rooms at our resorts.

As you think about CityCenter andother projects going forward there’s a lot of folks using up vital real estatewithin our hotel rooms that we can use for our paying customers and bring inadditional revenue into those building. Additionally the CityCenter sales thesignature sale center at MGM will be converted to CityCenter Sales Center. That will be thethird pavilion outside of the sales pavilion between NY NY and Monte Carlo andjust to kind of recap what a tremendous success the signature product has beenat MGM that joint venture sold over a billion dollars worth of real estate andan average $930 per square foot, for the sale of the 1728 total units. Not toobad for some old theme park land.

We recognized over 200 million ofprofit from that venture, with our initial investment consisting only of thataccess land of roughly 9 acres behind the MGM Grand. We also received thebenefits of managing some of those units and received the foot traffic benefitat the MGM Grand for the customers who stay at the Signature. Depreciation inthe fourth quarter we estimate to be in the 180 -185 million range fromcontinuing operations, our income tax rate our effective rate should be roughlyabout 36% in the fourth quarter. and just a reminder that our share count willincrease in the fourth quarter by roughly on average about 11 million shares asa result of issuing 14.2 million shares to Dubai World during the quarter.

Our guidance for CapEx remainslargely the same about 3 billion in total for the year, including all ourdevelopment projects. And excluding the land purchases of the strip land herein Las Vegas,but does not include the impact from closing the CityCenter transaction priorto year end as well.

So I think with that operatorwe’ll open up to Q&A and start taking your questions.

Question-and-Answer Session

Operator

(Operator Instructions)

Your first question comes fromline of Felicia Hendrix with Lehman Brothers.

Felicia Hendrix - Lehman Brothers

Guys, just a few quick questionsone is I think Dan you had mentioned just talking, or Jim. You had mentionedsignificant future projects with Dubai World. I was wondering if you couldelaborate on that a little bit?

Regarding CityCenter justwondering you mentioned you described why some of the cost were escalating,wondering what you were doing to contain that going forward? and I’m justwondering given the higher cost now is that $100 million bonus for completingon time and on budget now basically a moot issue? And than in Macaujust wondering if you are seeing anything that the Venitian is open are seeinganything that caused you or causing you to change your strategy at all there?And drivers behind cost increases there? Thanks.

Dan D’Arrigo

I think Terry will take the firstone on Dubai World and we’ll jump in on CityCenter and Macau

J. Terrence Lanni

Good Morning Felicia. Let’s talka little bit about it. You may have noticed in news not too long ago that DubaiWorld one of its subsidiaries won a very significant bidding competition for anon casino site in the Republic of Singapore. And we arein discussions with them about development of that site, it’s going to have twolarge towers, we’ll have two hotel components, retail components, andresidential components. And we’re talking to them about a couple of our brandsin one of those towers.

In addition I mentioned earlierthat Bobby Baldwin has gone to the Middle East, I said Internationally, it’sactually the Middle East he is in Dubai as we speak and (inaudible) the timedifferential is difficult for him to be here but one of the first things we didwhen we entered into the agreement Sultan Sulian (ph) we had a discussion andit was suggested that we take and develop a sales center for CityCenter, andthe city and Dubai. And in turn to develop a marketing office to market the noncasino aspects of our various hotels, throughout the United States and the World, with specific influence and focus,if you will on the Las Vegasmarketplace. So we’ll shortly have open there sometime in the half of next yeara sales center comparable to the one that we have here on the Strip between NY NY and Monte Carlo.

And in addition we’ll have aseparate marketing office where our marketing people will market the non gamingaspects of our resorts and food and beverage, the retail, the entertainment,the spas and the like. So we’re very excited about those transactions.

In addition, Gary Jacobs and Ijust returned from the Peoples Republic of China and had very significantmeetings there. and had meetings just last week with representatives of Dubai,who have indicated a significant interest in investing and owning these noncasino hotels that we’re going to be developing with the Diaoyutai GuesthouseState and ourselves and the Peoples republic of China. In addition there aresome other areas of the Far East; the head of their investment fund in Singapore metwith us just this last Friday as a matter of fact, Thursday. And we’re lookingat opportunities in other parts of South East Asia both gaming and non gamingwhich would be in some form or another potentially be in partnership with DubaiWorld, or one of it’s affiliates.

Dan D’Arrigo

And CityCenter, Felicia I’ll jumpin on that one a little bit. CityCenter as we’ve said all along is verydetailed and very complex project. we are working with out business partnersthere, on a GMP (ph) process that process is beginning here in the fourthquarter, it probably wont be wrapped up until sometime in the middle of nextyear. But that’s when we’re really have a lot more clarity and the project willbe locked down, with our business partners through the GMP process there atCityCenter. As it relates to Macau which Ithink was your third

Felicia Hendrix - Lehman Brothers

Wow, back to CityCenter there wasa 100 Million bonus for completing on time and on budget so I was wondering ifthat is now in flux.

J. Terrence Lanni

Well I would say that’s its influx but it’s certainly not off the table. That bonus is based upon the netcost of the CityCenter so there are many components to it. It’s not only whatCityCenter ultimately cost, but the ability for us to sell the residentialproduct. The residential story is uniquely positive I think, unique to what ishappening in the United Statesand certainly unique to what’s happening here in Las Vegas. So our sales pace and the priceper foot we’re getting is very positive and the bonus is based upon how we endup on the net basis, when we’re done with the project which will be late 09. Sowe certainly have not written it off.

Felicia Hendrix - Lehman Brothers

Ok and than Macau

Dan D’Arrigo

And than in Macauthere is kind of a the good and the bad of following others. The good news isthat we can evaluate the marketplace and react as we’re continuing to kind ofdevelop our property, I think when you look at where we started out in thisdevelopment and construction faze we’re focusing more casino space on the VIProoms and the marketplace today, than we probably would have a year or so ago.So the property has been kind of changed slightly through this design anddevelopment process, and we continue to monitor that. And so there’s kind of agood side of following others, and the bad side is that we’re a little laterthan others to the marketplace. But we’ll be there real soon, and we have a lotmore data points today, than we ever had in kind of evaluating the VIP customersegment as well as the mass market.

J. Terrence Lanni

Not only (ph) that Dan, not onlydoes our property sit next to Steve Wynn’s beautiful property, not only does ittower over it actually, but it’s substantially larger than the Wynn property istoday. Both in terms of number of tables that we will open up with, significantlymore over 75 more in fact and in termsof slots. And we have a far easier ability to expand that property evenfurther. So we’re going to come out of the box we think on a fast run. With alarger facility tailored to what the market expects today, with the ability toexpand it. And it opens in a couple of months and I don’t think people havereally focused on the impact thatproperty will have on our company both on how it does in Macau but the cross marketingimpact it will have on our Las Vegas properties.

Felicia Hendrix - Lehman Brothers

Great, thank you.

Operator

Your next question comes from theline of Lawrence Klatzkin with Jefferies & Company

Lawrence Klatzkin - Jefferies & Company

Couple of questions here, onedoes this housekeeping capitalize interest for the first, for the thirdquarter?

Dan D’Arrigo

I thought we gave that I guessroughly about 63 million if I remember correctly 63 million

Lawrence Klatzkin - Jefferies & Company

63 million ok perfect. As far as,could you quantify the hold effect just maybe a more general number than it wasa lot.

J. Terrence Lanni

Larry, we tend not to do that asyou know. Because lets say it gets us into a situation where we’ll be talkingabout this every single quarter up and down. Clearly the hold is lower its noan excuse it’s just a reality of how we are in the gaming business. I don’tthink that we should loose sight of that. It’s had its most profound impact onthe property of Bellagio obviously as well. But it was within our normal rangeso therefore I would just leave it I would just leave it as saying it impactedBellagio’s results both in terms of its hold and the fact that it’s moreimportant weapon in the high end was on the side lines. The Baccarat room waseffectively out of business and that will be opened up here in the fourthquarter.

Lawrence Klatzkin - Jefferies & Company

Ok so does that maybe some effecton there in part of the fourth quarter also?

J. Terrence Lanni

Sure, the Baccarat room opens up,what Mike, mid December a vast preponderance of our high end business occurs asyou know mid December right through New Years. That’s when you want it open weplanned it’s down time for this period of time for this reason. It will be openat that time, but it has an impact here in October and November.

Lawrence Klatzkin - Jefferies & Company

Ok, and as far as Dubai goes is there anychance you will be doing something similar to Kerzner is doing? Some kind ofproperty in Dubaiitself? Non (inaudible)

J. Terrence Lanni

Well we are looking at aninteresting site in fact looking at it the day after two days I think, as amatter of fact. Which is significant development would be there which we woulduse one or more of our brands for a non casino hotel, not unlike what SolKerzer is doing with Atlantis, which is a non casino hotel in Dubai. And I guess he is doing one in Morocco aswell.

So yes we do think there areopportunities there. And as you know we’ve also entered into an agreement alsowith Mubadala in Abu Dhabia sister emirate. And we think there are fascinating opportunities there we’rereviewing that at about the same time for our brands for non casino hotelventures in that particular marketplace also.

Lawrence Klatzkin - Jefferies & Company

No and Abu Dhabi it’s more their money. In Dubai would it be, MGM would you investsome money I know with the Kerzner thing Kerzner is putting in half the moneyand Dubai is putting in half the money.

J. Terrence Lanni

But we don’t do have to wait togo through the whole process. I would suspect that when in that part of theworld more, most of what we’ll be doing, a significant part of that will be indevelopment branding management fees. I think the investment if any would bemore limited.

Dan D’Arrigo

Ok I would just add Terry; Idon’t think our capital is what compels our partners to do business with us. Itis our brands, our unique approach to development, and the way we operateresorts. And the fact that most of our hotel friends are already omnipresent,they’re in almost every market. its’ not really particularly exciting to addanother X hotel in a major market globally. It is quite exciting to add somebrand new market into a new market a brand new brand, and that is really wherethese discussions are coming. So I think you will find us very much as a feedbased model for these development projects.

Lawrence Klatzkin - Jefferies & Company

All right and than AC14 acres nowthat you have decided to make your big move on the big block of land. Thesmaller block are you guys talking to people are you willing to put that into aJV or donate into something?

J. Terrence Lanni

Well a number of people as youcan imagine have contacted us on that particular site. We’re adding tremendousvalue to it with the development of 60 acres immediately across the street fromit. And if you know I think that’s also its in litigation, we won the originalcase but it’s on appeals. So it’s something that it’s probably more prudent forus to wait through the legal process before we do anything. But there issignificant interest about right purchasing, joint venture anything you couldpossibly name.

Lawrence Klatzkin - Jefferies & Company

Ok great and than the last thingas far as Macau property, originally the FengShui dates where in there early part of December, is that still the case orshould we be expecting it maybe a little later in the month?

J. Terrence Lanni

Well we have practical people; wehave a series of Feng Shui specialist that we can work on various dates. If someof them find to more enticing than others we will get it up before the end ofthe year and as Jim mentioned anything we did indicate the cost of increase,and that not merely of cost just additional labor which is part of it, but ifyou take look at, and you’ll see it when it does open, the quality of therestaurants compares very favorably to what we have here. We saw very frankly what Steve Wynn did, andhe built a very quality product and it transformed that area in the peninsulaand we need to properly compete withthat and I think we’ll have a very cooperative spirit there because he’lldevelop business, we’ll develop business, and that will interact between thosetwo properties and probably (inaudible). But I don’t think we can really issue the importance and understand theimportance of us being in Macau for that very high end business that we havehere in Las Vegas. It’s extremely important to us to bethere. I’ve said this will be the thirdand hopefully the very last quarter I have to say this is that we have operatedat a distinct disadvantage to a Venetian, and Wynn. Give them credit, they were there first andthey are meeting people that we don’t know that’s all going to change by theend of this year, and we’ll be in a level playing field and ready to dobattle.

Lawrence A. Klatzkin - Jefferies & Company

All right, well I look forward tothe invitation of the opening. ThanksTerry.

Operator

Your next question comes from theline of Robin M. Farley with UBS

Robin M. Farley - UBS

Thanks. A couple of questions onthe Las Vegasproperty. One is can you (inaudible)what the hotel revenue just in Las Vegas, the increase in total hotel revenue, because Iknow your repertoire was up but you also had some room side of service so.

J. Terrence Lanni

Yeah, your breaking up a littleRobin, I think you asked what our hotelrevenue was up in the Las Vegasstrip?

Robin M. Farley - UBS

Yes.

J. Terrence Lanni

Overall we gave that number at511million which is up 7%. Overall in Las Vegas, strip was 5%in revenue.

Robin M. Farley - UBS

Ok, great. And then also the table volume, you commentedwith and without Beau Rivage so I wonder if you took out Detroit,just Las Vegastable volume.

J. Terrence Lanni

The Las Vegas table volume was flat.

Robin M. Farley - UBS

Great. And then can you talk about any impact so farin, on the fourth quarter from two things. One is, I guess a couple of days you had your reservation systems weredown and just how significant of an impact that was as a property for thathappened or they were on and off for afew days. And then also any impactsouthern California is obviously an importantmarket for you and weather you are seeing any impact from the wild fires therein terms of visitation to Las Vegas.

J. Terrence Lanni

Sure, I’ll tackle the first. Yes, we did have a system, failure for abrief period of time. It started onOctober 17th wrapped up on October26th. Seven of our resorts here and alsoBeau Rivage in Mississippi,so seven total, were impacted by this. We had unscheduled down time resulting in about 19 hours of down time ofour properties hotel system. That’s theOpera system which is developed by Micros. It runs on an HP platform and it had an Oracle database associated withit. And that combined system did breakdown for that period of time. We wentinto our recovery mode when that happened and brought a lot of staff on placeand manually checked in people which when you have properties as big as oursobviously there are significant issues involved in that. The problem was in a memory leak in theoperating system and that has been, we have been working on it really 24 hoursa day. The system is fully functionalright now, but we don’t like the lack of redundancy in the system so were improvingthe redundancy of the system and getting a more robust system to handlethis. This is kind of a bruising edgebecause Micros never has developed a system that operates these scale of roomproducts both per property and system wide, and we’re working with them. We lost some revenue because of that. We had some customer issues that we know howto handle, we’re customer service oriented and they were inconvenienced for thatperiod of time, we’re sorry for that, and we are in threat recovery mode as Isaid it is working right now. So, we didhave a temporary breakdown in the system, it’s regrettable, but it wastemporary and it’s behind us.

As it relates to, I think, the California wild fires,and the impact on traffic. I’ll say something; it’s been minimal to us. I don’t know if my partners here woulddisagree. We’ve seen very good vehiculartraffic into Las Vegasat our properties. As I mentionedbefore, we’re more of a fly in destination than a drive in destination, atleast compared to the overall market here in Las Vegas. We do have the resort nature that people gravitate to from greatdistances, but our drive in business, even still, has been largelyunaffected.

Robin M. Farley - UBS

Okay, Great. And just a last question, do you have anysense of whether Dubai World they didn’t get much on the tender they did to themarket, whether they would have an interest at coming back at a higher price orwhat your sense is on that.

Dan D’Arrigo

Robin, I think the issue thereis, you’ll have to chat with them about that. They obviously have an agreement that they can go up to 20% of our stockand now own slightly less than 5% and I know that they believe in thecompany. You’ll have to ask them at whatprice they want to move back into this market.

Robin M. Farley - UBS

Okay, Great. Thank you.

Operator

Your next question comes from theline of Steven Kent with Goldman Sachs

Steven Kent - Goldman Sachs & Company

Hi, Good Morning. Could you just talk a little bit aboutmargins? I guess what I am trying tofigure out is, is there some offset between the casino margins and thenon-gaming margins? Is there a mixedchanged, or is there actually a decline in each one of those line items thatI’m not able to see?

J. Terrence Lanni

What do you mean decline Steve?

Steven Kent - Goldman Sachs & Company

Some pressure on you there thatthe casino, I am assuming that the casino margins were under some pressure thisquarter but are they under more than just the volume or is they there somethingelse going on there some expense structure or something else going on.

J. Terrence Lanni

As you know Steve, the margins onthe casino side are most significantly impacted by whole percentage. So really, simple as that, year over year,the margin in the casino department was impacted by the lower whole of thisyear than last year, on the expense side, there’s been really virtually nochange both in terms of promotional activity and in terms of discounts, interms of overall labor and other expenses related to generating the casinorevenue that we have. As it relate tothe non-casino side, that why I was confused, ‘because our margins are flat orup in every area of our company and that continues to improve, as we continueto improve our food and beverage. Ourretail business was quite strong and entertainment was even better. Our margins going into 2008, as I indicatedearlier will likely be up, at least if we have anything to say about it,because, of some of the revenue initiatives we are employing right now and Ithink more importantly, some of the cost initiatives that have an impact,possible margins.

Steven Kent - Goldman Sachs & Company

Ok, thank you.

Operator

You next question comes from theline of Joseph Greff with Bear, Stearns

Joseph R. Greff - Bear Stearns & Company

Good morning guys. Jim, I was hoping you could just give us anoperating outlook for the convention booking s for the fourth quarter and forthe half of next year please

Jim Murren

Sure. That’s a good questioncause I don’t think, we typically talk about that and we didn’t

Joseph R. Greff - Bear Stearns & Company

Right

Jim Murren

Bring that up. Sorry about that, it’s not intentional. Well the, in the fourth quarter, looks likewe are going to have another solid quarter on the convention side, and so farin 2008, looking out into 2008, we’re significantly ahead of our booking tapethis year than we were last year. Infact, up in the teens in terms of bookings for the 2008 business versus wherewe were a year ago booking into 2007. Inthe attrition rate in the third quarter was about 8.8%. Year to date, our attrition rate was 9.4 sowe had an improved attrition rate in the third quarter. By the way, the industry runs about 10% sowe’re better than the industry in both metric. And the city wides are down, but MGM Mirage in that impacteverybody. But it looks like ourconvention business looks solid into the fourth quarter and as I say; our forwardbookings into 2008 are significantly greater than they were a year ago.

Joseph R. Greff - Bear Stearns & Company

Great, excellent. And Jim, or Terry, maybe you can give us anupdate on other Macau opportunities. With Panzi obviously you had some Macau development issues expensed in the thirdquarter. If you could just give us anupdate there.

J. Terrence Lanni

Well, we have a second site thatthe chief executive has indicated that it will be available to us and wecontinue the process. There is a processthat you have to go through on that, and we’ve provided documentation to thegovernment. We’ll be there next week,and may have an opportunity to have further discussions with them, but theseprocesses take some time. But we have itidentified; it is a very exciting site. It is on Kotai. And we are doingsome preliminary planning on that right now. That doesn’t mean that we wouldn’tfind other sites. We’ve frankly hadconversations with Dubai World again, interestingly enough, because Dubai Worldhas secured property in that area, and they’re looking for other properties andhave had conversations with us about potential involvement about our jointventure to develop some part of that as a casino development.

Jim Murren

I would just add, excellent pointTerry. Because our pre-opening expenses are higher than you probablyanticipated. Were planting many seeds and we’re seeing immediate results in theformulation of transactions, that some of which have been to the point ofdisclosure, and others are not yet there. But there are many conversationsunderway both in the Macau area Asia in general, as Terry mentioned (inaudible)many of our partners there, in the Middle East in Dubaiand Abu Dhabi, and in other parts of that regionand in South East Asia.

We also open up, we’re helping ofcourse the MGM Grand in Foxwoods we didn’t mention that but that opens up nextyear and that has been an effort of ours which we think could help on the crossmarketing perspectives and Gamal Aziz (ph) with it’s MGM Mirage hospitality,it’s really geared toward looking at non gaming locations all around the world.So pre-opening expenses which burden our current results we think will yieldvery substantial profitability on a going forward basis.

The other near term impact ofcourse was those property transactions which people really need to digest whenthey are looking at particularly the results of the MGM Grand here in Las Vegasand Mandalay Bay they both have significant transactions in the third quarterwhich impacted the results but the underline operating trends are obviouslyvery positive in both properties.

Joseph Greff - Bear Stearns & Company

Great, and than one finalquestion, I think both you and Jim both you and Dan, talked about identifyingsome capital investments that would hit 08. In terms of a dollar amount itmight be early can you give us a range? You think what capital investmentswould be in 08?

Dan D’Arrigo

I think it’s too early to tellright now Joe, we’ll be taking that to our board later on this year, early onnext year. And once we’ve shared that with our board, we’ll come back to youwith that. Probably on the fourth quarter call or early in the first quarter.

Jim Murren

I would remember that Joe, theold CFO used to try to encourage people to do a five year plan. And look at notonly the money that just came in to the company in form of the stock sales, butalso more importantly the money that Stan mentioned soon. In the form ofselling the 50% interest in City Center, it has just aprofound impact on our balance sheet, profound from the standpoint of overalldebt, in terms of our leverage statistics, and in terms of our flexibility todo many things, in the capital allocation program. We have been very aggressiveacquires of our stock for example in the past, we have managed the balancesheet very aggressively, and I think prudently from a standpoint of risk. Andwe’ve been able to plant some significant development seeds over time. So we’regoing to go to our board, once Terry approves first of course our budgets for08. And then we’re going to our board in January, it would be a clearthreatening move to give you numbers now, before we present it to our board.But I would say that our opportunities are better than they have been before.

Joseph Greff - Bear Stearns & Company

Great, thanks guys.

Dan D’Arrigo

Operator we will take one morequestion

Operator

Your last question comes from theline of Harry Curtis with J.P. Morgan

Harry Curtis - J.P. Morgan

Hi guys, so Dan if you read alittle faster we would get more questions.

Dan D’Arggio

Well you’re only supposed to askone it’s been three or four every question.

Harry Curtis - J.P. Morgan

Well all right, well with that inmind I will keep mine to Atlantic City.But I’ve got a 17 part question.

Dan D’Arggio

We’ll have a one part answer

Harry Curtis - J.P. Morgan

OK so with respect to Atlantic City. Can yougive us a little more detail on the timing? Also your thoughts on the increasein capacity in the area, where the, to what extent profitability is going tocome from the existing casinos in your projections? Versus expanding the marketand to what degree do you factor bait or field (ph) in your thoughts?

J. Terrence Lanni

Well I think it’s not 17 butabout three or four different issues. I can tell you taking the last first onbait or field (ph) we welcome that as an opportunity. And we read the press andit just seems that one company have been assigned that particular site and Ithink that’s a mistake because I think a number of us who were interested inthat site.

If and when the governor and thecity council and the other powers that be, determine that is an area that canbe developed into resort, casino development we’d be very interested in that.You asked about capacity and what is going to happen in that particular regard,the issue is to me if you take a look at Atlantic City there is like 36 millionvisitations a year but the average number of visits per person is like eighttimes a year, so you really have not penetrated that market and the more we sawwith our joint venture in Borgata, an ability to change that marketplace from adynamic of 8/10 of one day, as a visit, to extend it much closer to a 1.2nights and a little bit more in days, and that’s a paradigm for us. We thinkthat the Renaissance Pointe - Harrah’s has put a ton of money into RenaissancePointe. We’ve approved with our joint venture partner to expand Borgata,unfortunately a fire slowed that up, it’s going to open in the, I guess latespring or early summer of next year, and we believe that will continue tochange the marketplace.

We’re going to do a $4.5 to $5billion project that’s going to truly be transformational for Atlantic City,and we believe that will have the ability to attract people, as Bob Bognerlikes to refer to them as the New York rejecters; that’s why we’ve kept the 12acres in the back open, we think there’s a possibility, maybe a probability,that residential units would be an interesting component to add to that 60acres.

And if we have a must-see sitethat is a destination resort, which I know we will do if Kohn Pedersen and Foxand our people are involved in that. We believe that will more than offset whatis happening in Pennsylvania.Today as you know Pennsylvaniahas slot houses basically, and with the tax rate that they have there, there’sno way you could afford to build a destination resort. Any change in that taxrate or the expansion of gaming is going to take some time, in my opinion, in Pennsylvania.

Atlantic Cityhas one opportunity, and we think it’s Renaissance Pointe and the Marina, todevelop destination resorts that are second to none, they’re the premierresorts in the East Coast, and that would attract those New York rejecters, as well as people from the Philadelphia marketplace. One of theadvantages in the Marina District, Harrah’s, fromthe time I was back there in 1978.’79, and ’80, never had a busing program,doesn’t haven’t one now. Our Borgata project has no busing project; weanticipate no busing program for our MGM Grand Atlantic City resort, and that,in my opinion, from what I read, and maybe more anecdotal than specific factualstatistics, is what is happening with the business along the boardwalk, they’relosing one heck of a lot of that business comes in on buses, and that busprogram, which may not necessarily be the most profitable business in theworld, but it’s a business we don’t want to be a part of, and we don’t need tobe a part of.

So we’re very bullish in AtlanticCity, we like the fact that it has a constant rate, that 8% tax rate, plus 1.25%with the CRDA funding, gives us a predictable rate, and that’s why we said now,for about three years now, Jim, that we really wanted to focus our growth onstates with stable tax rates. The state of Nevada obviously where we put ourmoney obviously, and are putting our money, state of Mississippi and the stateof New Jersey, because those are stable tax rates. We’re not interested in someof these other areas where we happen to be as a result of mergers operating,and they’re fine places and all of that, but at the same time, the tax ratesare kind of - every Monday morning they may change. So very bullish in AtlanticCity, bullish on the Marina, more bullish on Renaissance Pointe, and we willbuild a destination resort that will keep people coming to Atlantic City andstaying for lots longer periods of time than they have in the past.

And the last part, as far ascompetition, I think competition without capacity, or just capacity alone, isjust rooming houses is all they are. You need somebody coming in, developing adynamic resort, and that could be one of our existing competitors, and I wouldwelcome them. I welcome them to wherever they would like to build in Atlantic City, becausethat will bring more people. We’re not in the gas station business, whereyou’re on one corner and somebody pulls in, the other three gas stations don’tget the business. If we’re doing what we’re doing right, and with our new COO Iknow we will be doing it right, we will attract those people to come to ourproperties also. That’s why we love being right next to Steve Wynn in Macau, it’s going to be great, and we’re going to havethe two best facilities. They’re going to be boutique compared to a certainfacility, but they’ll be quality facilities.

Harry Curtis - J.P. Morgan

Thanks guys.

Dan D’Arrigo

Thanks Harry. And I thinkoperator with that we’ll wrap it up. Thank you everyone for joining us, andfeel free to call my office with any follow-up questions. Thank you.

Operator

This concludes today’s conferencecall. You may now disconnect.

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Source: MGM Mirage Q3 2007 Earnings Call Transcription

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