CORPORATE GOVERNANCE MEETING

Transcription

1 M G M R E S O R T S I N T E R N A T I O N A L CORPORATE GOVERNANCE MEETING N O V E M B E R

2 FORWARD-LOOKING STATEMENTS Statements in this presentation that are not historical facts are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and involve risks and/or uncertainties, including those described in the Company's public filings with the Securities and Exchange Commission. The Company has based forward-looking statements on management s current expectations and assumptions and not on historical facts. Examples of these statements include, but are not limited to, the Company s ability to achieve its 2020 goals, continue to return value to shareholders, and execute on its strategic plans and improve its financial flexibility. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include effects of economic conditions and market conditions in the markets in which the Company operates and competition with other destination travel locations throughout the United States and the world, the design, timing and costs of expansion projects, risks relating to international operations, permits, licenses, financings, approvals and other contingencies in connection with growth in new or existing jurisdictions and additional risks and uncertainties described in the Company s Form 10-K, Form 10-Q and Form 8-K reports (including all amendments to those reports). In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements. NOTE REGARDING PRESENTATION OF NON -GAAP FINANCIAL MEASURES This presentation includes certain non-gaap financial measures as defined in Regulation G under the Securities Exchange Act of 1934, as amended. Schedules that reconcile the non-gaap financial measures to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States are included in the Company s earnings releases and earnings presentations that are available on our website at 2

3 C O R P O R A T E G O V E R N A N C E 3

4 E N H A N C I N G M G M S C O R P O R A T E G O V E R N A N C E A N D C O M P E N S A T I O N P R A C T I C E S MGM RESORTS UNDERSTANDS THE IMPORTANCE OF REGULARLY ASSESSING ITS CORPORATE GOVERNANCE AND COMPENSATION PRACTICES. OVER THE PAST FEW YEARS ALONE, WE HAVE TAKEN THE FOLLOWING STEPS TO ENHANCE OUR OVERALL PROGRAM: Majority Vote Standard: MGM amended its Bylaws to provide that each director nominee who receives a majority of votes cast (as defined in bylaws) will be elected and any current director who does not meet this standard is subject to the Board s resignation policy. Proxy Access: MGM amended its Bylaws to implement proxy access, a means for the Company s stockholders to include stockholder-nominated director candidates in the Company s proxy materials for annual meetings of stockholders. Age Limit: MGM amended its Corporate Governance Guidelines to provide a retirement age of 74 for nonemployee directors. Committee Leadership: Changed chair leadership for all committees within the Board Long-Term Incentive Program: MGM expanded the performance criteria under our long-term incentive program by adding a relative total shareholder return ( TSR ) component that compares the Company s performance over a three-year period to that of the other companies in the S&P 500 index. Proxy Improvements: MGM made proxy enhancements ahead of its 2018 annual meeting to ensure a more userfriendly experience, including: Incorporation of charts and tables to describe NEO compensation and long-term incentives Incorporation of Board photos to further showcase diversity 4

5 M G M S T R A T E G Y D R I V E N B Y B E S T - IN- C L A S S B O A R D James J. Murren Age: 56 Chairman & CEO Member of MGM Board since 1998 (20 years) Chairman and CEO of the Company since December 2008 Prior to joining the Company, worked in the financial industry for over 10 years Serves on the Board of Trustees at the Brookings Institute, Trinity College and Howard University Member of MGM Board since 2013 (5 years) Member of the Corporate Social Responsibility Committee Director, President and Chief Operating Officer of Infinity World Development Corp, a private investment entity which owns half of CityCenter, since November 2009 Member of CityCenter Board of Directors since December William W. Grounds 2009 Age: 62 Director William A. Bible Age: 73 Director Member of MGM Board since 2010 (8 Years) Member of the Audit and the Nominating / Corporate Governance Committees Former President of the Nevada Resort Association from 1999 to March 2010 Director of the Las Vegas Monorail Company from 2007 to 2008 Various positions as a state official overseeing financial matters from 1971 to 1988 Mary C. Gay Age: 50 Director Member of MGM Board since 2014 (4 years) Member of the Audit and the Compensation Committees Founder and principal of Bristol Partners, LLC Former Senior Vice President and portfolio manager responsible for $20Bn in assets for clients in the United States and abroad, from 1998 until 2013 Equity research analyst focused on the gaming and lodging industry, from 1989 until 1998 John Kilroy Age: 69 Director Member of MGM Board since 2017 (1 year) Member of the Audit and the Nominating / Corporate Governance Committees CEO, President and a director since of Kilroy Realty since its incorporation in September 1996 Previously served on the board of governors of the National Association of Real Estate Investment Trusts ( NAREIT ) Alexis M. Herman Age: 70 Director Member of MGM Board since 2002 (16 Years) Chair of the Nominating / Corporate Governance Committee Member of the Corporate Social Responsibility Committee Chair and CEO of New Ventures LLC, a corporate consulting company, since 2001 United States Secretary of Labor from 1997 to 2001 Roland Hernandez Age: 60 Director Member of MGM Board since 2002 (16 Years) Chair of the Compensation Committee Member of the Audit and the Corporate Social Responsibility Committees Chairman of the Board of Directors of Belmond Ltd. Lead Director, Chair of the Nominating & Governance Committee, and member of the Audit Committee of Vail Resorts, Inc. L Jan G. Swartz Age: 48 Director Member of MGM Board since 2018 (<1 year) Previously, President, Princess Cruises from and Executive Vice President, Sales, Marketing and Customer Service, Princess Cruises from Prior to joining Carnival Corporation, served as CEO of MXG Media from During , served as an associate consultant, consultant and manager at Bain & Company, Inc. Member of MGM Board since 2005 (13 years) Chair of the Corporate Social Responsibility Committee Member of the Compensation Committee Managing Principal of Energy Works Consulting LLC and McKinney James & Associates Formerly the President and CEO of the Corporation for Solar Rose McKinney-James Technologies and Renewable Resources for five years Age: 66 Director Gregory M. Spierkel Age: 61 Director Member of MGM Board since 2013 (5 years) Chair of the Audit Committee Member of the Nominating / Corporate Governance Committee Consultant and advisor to private equity firms investing in the IT sector since 2012 Director of Schneider Electric SE since October 2014 and member of the Governance Committee and Strategy Committee Paul Salem Age: 55 Director Member of MGM Board since 2018 (<1 year) Member of the Audit and Corporate Social Responsibility Committees Senior Managing Director of Providence Equity Partners Prior to joining Providence in 1992, served various positions at Morgan Stanley and Prudential Currently serves as a director of Grupo TorreSur Daniel J. Taylor Age: 61 Director Member of MGM Board since 2007 (11 Years) Member of the Compensation and the Nominating / Corporate Governance Committees Employed as an executive of Tracinda since 2007 President of Metro-Goldwyn-Mayer Inc. from April 2005 to January 2006 and Senior Executive Vice President and CFO of MGM Studios from June 1998 to April 2005 Denotes Independent Director L Lead Independent Director Recent Additions to the Board Source: 2018 proxy statement/press releases 5

6 M G M B O A R D H A S A P P R O P R I A T E M I X O F S K I L L S V S E X P E R I E N C E SKILL SET ALIGNS AND EVOLVES WITH CORPORATE STRATEGY THOUGHTFUL BOARD COMPOSITION Business Operations Gaming & Leisure Industry Number of Directors (12 Total) 6 6 Independent mindset and focus on accountability to shareholders All Board committees are composed solely of independent Directors except Corporate Social Responsibility Committee Committed to formal shareholder engagement program Every independent Director has a shorter tenure than the CEO Real Estate Financial Expertise Government / Regulatory International Product Marketing / Product Management Public Company CEO Experience Leadership Commitment to continuity, fresh perspectives and diversity 12 Director Board with 6 new Directors since 2013 (including Jan Swartz and Paul Salem in 2018) Average independent Director tenure of 7.4 years (1), compared to an S&P 500 average of 8.2 years 10 of 12 Directors are independent (83.3%) 4 of 12 Directors are female (33.3%) Average Director age of 61 years (1), compared to an S&P 500 average of 63 years; directors will not be renominated for re-election at any annual meeting following his or her 74 th birthday (2) The right set of skills and experience to set MGM s corporate strategy 3 of 12 Directors are current or former CEOs, CFOs, or COOs of major public companies (25%) Executives with significant business operations and financial expertise (CEO of MGM, former CEO of Mirage, CEO of Kilroy Realty, former CEO of Ingram Micro and former CEO of Telemundo) Other Public Company Board Experience Strategic Planning Source: Spencer Stuart Board Index As of 10/22/ As of June 2, 2016, MGM amended its Corporate Governance Guidelines to provide a retirement age for non-employee directors 7 7 Director succession planning Nominating/Corporate Governance Committee considers the appropriate range of skills, backgrounds and personal characteristics, including the following: o Leadership abilities; financial acumen; general and special business experience and expertise; industry knowledge; government experience; other public company directorships; high ethical standards; independence; sound judgment; interpersonal skills; overall effectiveness; and ability to contribute to the diversity of backgrounds represented on the Board 6

7 M G M H A S A L O N G S T A N D I N G C O M M I T M E N T T O H I G H E S T S T A N D A R D S O F C O R P O R A T E G O V E R N A N C E Governance Highlights MGM Shareholder-Friendly Prevalence Among the S&P500 Annually Elected Board 89 % Director Removal With or Without Cause 75 % Adoption of Proxy Access 67 % Shareholder Ability to Call Special Meeting (10%) 63 % Majority Voting Standard 90 % Allows Action by Written Consent 30 % No Poison Pill in Place 99 % SharkRepellent Bullet Proof Rating (1) {{ ISS QualityScore (2) 1 / [[[ Other Lead independent Director role with significant responsibilities (e.g. help determine and schedule agenda items for Board meetings, lead discussions of strategic matters, convene/chair executive committee sessions, as well as be available for shareholder meetings) Robust Director nominee selection process Significant Board engagement on long-term growth Annual Board and committee self-evaluations Board orientation and continuing education program Codes of conduct for Directors and employees Realignment of Board committees and chair assignments in 2016 Strong and effective Board oversight of risks, financial reporting, compliance programs and compensation practices Award-winning commitment to sustainability Anti-hedging, anti-pledging and clawback policies Executive and director stock ownership guidelines Source: ISS, FactSet and 2018 MGM proxy statement 1. FactSet Bullet Proof Rating System. Scale is from 0-10, with 0 representing the most shareholder-friendly defense profiles 2. ISS decile score of 1 indicates lower governance risk, while a 10 indicatives higher governance risk 7

8 M G M E X E C U T I V E P A Y A L I G N S W I T H O U R S H A R E H O L D E R I N T E R E S T S SHAREHOLDER FRIENDLY EXECUTIVE PAY PROGRAM WITH AN EMPHASIS ON PERFORMANCE Progressive Provisions that Protect Shareholders and Minimize Risk Annual review of compensation policies and practices as part of general risk management Double trigger change-in-control provisions that do not include excise tax gross-ups Robust clawback, hedging, and pledging policies in place Rigorous stock ownership and holding requirements for executives and directors Strict prohibition against the repricing of underwater options without shareholder approval No minimum payouts for long-term incentive compensation Extensive shareholder outreach with positive executive pay program feedback 2017 enhancements include: Expanding the performance criteria to add a relative TSR component based on S&P500 ranking Modifying the Annual Incentive Plan so that a portion of the bonus is paid out in deferred restricted stock units Components of Target Pay Weighted Heavily on Performance Pay design with multiple features that emphasize short- and long-term performance Diverse plan and award vehicles consist of: Annual Incentive Plan 33.4% of target pay for CEO, 39.2% for other NEOs Based on Adjusted EBITDA Absolute Performance Stock Units 15.0% of target pay for CEO, 11.0% for other NEOs Based on absolute 3-year TSR Relative Performance-Stock Units 15.0% of target pay for CEO, 11.0% for other NEOs Based on relative 3- year TSR rank of the S&P 500 Restricted Stock Units 19.9% of target pay for CEO, 14.7% for other NEOs Vesting subject to Adjusted EBITDA threshold Pay-for-Performance Alignment with Strong Shareholder Support Target Pay That Is Majority At-Risk (M) $40 CEO Pay ($M) Cumulative TSR 147.7% 191.0% 200.0% CEO 16.7% Other NEOs 24.1% $ % 83.7% $11.0 $ % $13.3 $16.6 $ % $ % 83.3% 75.9% MSOP Support 98.5% 96.9% 90.2% 88.0% 88.1% Variable/At-Risk Pay (STI + LTI) Fixed Pay (Base Salary) 8

9 M G M H A S A R O B U S T S H A R E H O L D E R E N G A G E M E N T P R O G R A M Regular outreach to our shareholders to discuss governance and compensation matters Regular investor days to highlight strategy and future path, with most recent in May 2018 Attendance at 10+ industry investor conferences per year Frequent interaction and solicitation of input from sell-side analysts to understand their clients viewpoints Board members are involved in investor meetings In 2018, a member of the Compensation Committee met with institutional shareholders representing 26.5% of our shareholder base to discuss the 2017 say-on-pay vote and executive compensation matters Granting top shareholders access to meet entire Board 5 different shareholders have presented their views directly to the Board over the last 4 years Throughout The Year Before Annual Meeting Annual Meeting of Stockholders After Annual Meeting Review governance and compensation issues and feedback from stockholders Follow up on stockholder feedback, solicit support for recommendations and monitor voting results Review voting results and evaluate responses as needed Source: Company filings 9

10 C O N T I N U E D D E D I C A T I O N T O C O R P O R A T E S O C I A L R E S P O N S I B I L I T Y ( C S R ) 12 th Annual Women s Leadership Conference MGM Resorts is the only company in the gaming/hospitality industry which provides a conference dedicated to the personal and professional development of women 2017 Conference proceeds donated to three Las Vegas nonprofits for services to human trafficking victims 2018 Conference August 27-28, MGM Grand Conference Center Anti-human Trafficking Leadership Innovate program at ARIA Resorts recognized by FBI Anti-human trafficking task force resumed $250,000 grant awarded to McCain Institute Innovate use of technology to expand reach of Employee Resource Groups to all workforce levels Food Donation Program MGM Resorts, with Three Square Food Bank, established a program to provide nutritious meals to Southern Nevadans who struggle with food insecurity. The program is also part of MGM s effort to reduce food waste Donate 325,000 pounds of food since program s inception equivalent of 270,000 meals Nearly 8,000 employee volunteer hours dedicated to this program in 2017 and 2018 $768,000 grant awarded to expand program MGM Resorts employees have contributed 114,954 total service hours in 2017 $1MM donation to the Smithsonian s National Museum of African American History and Culture Investing in Clean Energy MGM Resorts and Chicago-based Invenergy announce partnership to build 100 MW Solar Array 25 miles North of Las Vegas Strip At full production, the solar array will provide up to 90% of total daytime power needs across MGM s 13 Las Vegas Strip locations All of the energy generated will be used by the company LED Retrofit Since 2013, MGM Resorts has replaced 14 million legacy light bulbs with energy-efficient emitting diodes (LEDs) This upgrade will result in approximately 15% overall energy savings Source: Company filings 10

11 M G M R E S O R T S R A N K S H I G H E S T A M O N G P E E R S O N F O R B E S L I S T O F A M E R I C A S B E S T E M P L O Y E R S COMPANY RANK MGM Resorts International 76 Hilton Hotels 138 Four Seasons Hotels and Resorts 147 Hyatt Hotels 186 Marriott International 216 Wynn Resorts 365 Las Vegas Sands 457 Note: Third party logos and brands are the property of their respective owners 11

12 A N D I S T H E O N L Y C O M P A N Y A M O N G P E E R S T O R A N K W I T H I N T O P 1 5 O F F O R B E S W O R L D S B E S T E M P L O Y E R S G L O B A L : W O R L D S B E S T E M P L O Y E R S RANK COMPANY COUNTRY 13 MGM Resorts International United States 30 Hilton Hotels United States 40 Royal Caribbean Cruises United States 98 Oriental Land Japan 168 Marriott International United States 174 InterContinental Hotels United Kingdom 279 Accor France 327 Wynn Resorts United States 394 Genting Group Malaysia 406 Crown Resorts Australia 462 Shenzhen Overseas China Note: Third party logos and brands are the property of their respective owners MGM Resorts ranks thirteenth to Alphabet, Microsoft, Apple, Walt Disney, Amazon, CNOOC, Daimler, Kasikornbank, Celgene, BMW Group, Bank Mandiri and Japan Exchange Group 12

13 R E C O G N I T I O N F O R O U R C S R E F F O R T S General Diversity & Inclusion Giving / Philanthropy Environmental Sustainability America s Best Employers (No. 76 of 500) America s Best Employers for Diversity (No. 126 of 250) The Civic 50 America s Most Community-Minded Companies Leading Company in Sustainability America s Best Employers for New Graduates (No. 147 of 250) America s Best Employers for Women (No. 199 of 300) Global 2000: World s Best Employers (No. 13 of 500) Top 10 Regional Companies (No. 3) Best Places to Work for LGBTQ Equality AACC Outstanding College/Corporate Partnership Award (For MGM National Harbor and Prince George s County Community College Partnership) Interior Lighting Campaign: Greatest Annual Energy Savings for Lighting Retrofits (Large Project) (For Mandalay Bay) Interior Lighting Campaign: Best Use of Lighting Controls in a Single Building (For MGM Resorts Call Center) Revitalize America Honoree (For MGM Springfield) Best Companies for Diversity National Operation School Bell Award BEQ Pride LGBTQ Business Equality Excellence Award Corporate Partner for the Year America s Top Corporations for Women s Business Enterprises Note: Third party logos and brands are the property of their respective owners For 2017 awards and recognition, please refer to the Appendix 13

14 C O M P A N Y O V E R V I E W & L O N G T E R M S T R A T E G Y 14

15 M G M : A L E A D I N G G L O B A L E N T E R T A I N M E N T C O M P A N Y S&P 500 Company $15 Billion Market Cap $11 Billion in Net Revenues 28 Unique Hotel Offerings 3.9 Million SF Convention Space 2.4 Million SF of Casino Space 8,100+ Shows Per Year 480+ Food, Beverage & Club Experiences 7,000+ Convention/Meetings Per Year 29,000+ Slot Machines 25+ Arena & Entertainment Venues 350+ Retail Experiences 49,000+ Rooms & Suites 1,900+ Table Games 81,000 Employees Market cap as of 11/1/2018 Consolidated Net Revenues as of LTM ending 9/30/2018 Other data as of 10/1/

16 D I V E R S E P O R T F O L I O O F A W A R D - W I N N I N G B R A N D S Note: Third-party logos and brands are the property of their respective owners. Note: Third-party logos and brands are the property of their respective owners 16

17 M G M R E S O R T S : O U R S T R A T E G I C O B J E C T I V E S Maximizing the operating efficiency of our existing portfolio Relentless cost control regardless of market conditions Maintain market share leadership in our principal markets Drive innovation and transform the guest experience by leveraging our brick and mortar assets through digital and interactive Reallocate capital expenditure mix to technology investments over the next couple of years - without changing our overall domestic capital expenditure spend Continued path to asset-light management and operating model by opportunistically selling the real estate of owned assets Support the healthy growth of MGP through ROFO 1 asset and future transactions Reduce MGM Resorts ownership of MGP to under 50% over the next three years Successfully conclude all major development projects in 2018 Achieve and maintain consolidated net leverage target of 3x to 4x primarily through cash flow growth Execute goal of generating $3.50 consolidated adjusted free cash flow per share in 2020 Focused on returning cash to shareholders Returned ~$1.3 billion to shareholders through buybacks and dividends YTD 3Q18 As of September 30, 2018, approximately $1.5 billion remains under our current share repurchase authorization Target of below 500 million shares by the end of 2020 Opportunistically access new markets for sports and interactive by leveraging our brands, relationships, partnerships and expertise. We are not actively pursuing regional gaming acquisitions Laser focused on the Japan Integrated Resort opportunity 1 Right of first offer 17

18 T H E M G M R E S O R T S I N V E S T M E N T C A S E ATTRACTIVE LONG-TERM INDUSTRY FUNDAMENTALS STRONG FINANCIAL POSITION AND FREE CASH FLOW PROFILE MAXIMIZING OUR PERFORMANCE ACTIVELY SEEKING PRUDENT GROWTH OPPORTUNITIES FOCUS ON DRIVING SHAREHOLDER VALUE Continued healthy demand and limited new supply additions in both Las Vegas and Macau Diversifying our business mix and offerings into a wider entertainment universe Concluding our current development cycle, MGM Resorts remains well positioned to generate meaningful free cash flow ( FCF ) We remain on track to reduce our consolidated net leverage to three to four times to maximize the efficiency of our capital structure We expect to reach our leverage targets primarily through cash flow growth We leverage our size and scale to drive top-line growth, maximize operating efficiencies and expand margins We reinforce our leadership by investing in our people and our brand, as well as enhancing our capabilities via analytics and technology We continue to reinvest in our business to elevate the guest experience and generate attractive returns on investment Pursuing targeted, high-growth opportunities (e.g., Japan) Amplify the MGM Resorts brand through sports, technology, social media, hospitality and entertainment Well positioned to grow Macau market share with opening of MGM COTAI MGM Growth Properties provides strategic avenue for growth through third party acquisitions Continue to execute on long term, strategic plan to drive FCF per share Focus on shareholder returns and high ROI opportunities Ability to accelerate capital return through relationship with MGP (MGM Springfield) 18

19 W E A R E E X E C U T I N G O N T H E 5 P I L L A R S O F O U R I N V E S T M E N T C A S E Investment Case YTD 2018 Achievements 1 ATTRACTIVE LONG-TERM INDUSTRY FUNDAMENTALS Divested non-core assets (Mandarin Oriental Las Vegas and Grand Victoria) Opened MGM Cotai and MGM Springfield 2 STRONG FINANCIAL POSITION AND FREE CASH FLOW PROFILE Created world-class sports betting and on-line gaming platform in the U.S. through the formation of MGM GVC Interactive JV and agreements with Boyd Gaming, NBA, NHL, Alliance of American Football and The United Auburn Indian Community 3 MAXIMIZING OUR PERFORMANCE Announced acquisition of Empire City in New York and subsequent sale of underlying real estate to MGP Announced acquisition of the operations of Northfield Park casino from MGP 4 ACTIVELY SEEKING PRUDENT GROWTH OPPORTUNITIES Returned ~$1.3 billion to shareholders through buybacks and dividends YTD 3Q18; As of September 30, 2018, approximately $1.5 billion remains under our current share repurchase authorization 5 FOCUS ON DRIVING SHAREHOLDER VALUE Received over $350 million in distributions from joint ventures and MGM China 1 M G M R ESORTS INTERNATIONAL 1 Includes proceeds from sale of Mandarin Oriental Las Vegas 19

20 O U R S T R U C T U R E S U P P O R T S O U R S T R A T E G I C D I R E C T I O N OWNED RESORTS OWNED PROPERTIES Bellagio, MGM Grand LV, Circus Circus LV, MGM Springfield (Opened August 24, 2018) MGM GROWTH PROPERTIES ( MGP ) (73% ownership) (NYSE: MGP) MGM CHINA HOLDINGS LIMITED (56% ownership) (HKSE: 2282 HK) CITYCENTER HOLDINGS (50% ownership) MGM GVC INTERACTIVE LLC OTHER KEY JOINT VENTURES SPORTS BETTING & INTERACTIVE JV (50% ownership) Joint Venture with GVC LEASED 1 ( OPCO ) LEASED 1 PROPERTIES Las Vegas: Mandalay Bay, Luxor, Mirage, Excalibur, The Park, New York-New York, Park MGM U.S. Regional: MGM Grand Detroit, Beau Rivage, Gold Strike Tunica, Borgata, MGM National Harbor, Empire City Casino 2 TRIPLE NET LEASE REIT 1 Operations Under TRS: The Hard Rock Rocksino 3 (Northfield, OH) PROPERTIES MGM MACAU MGM COTAI PROPERTIES ARIA Vdara ENTERTAINMENT NON-GAMING HOSPITALITY AND BRAND EXTENSION LAS VEGAS ARENA COMPANY (42.5% ownership) Joint Venture with AEG T-Mobile Arena; Manages MGM Grand Garden Arena DIAOYUTAI MGM HOSPITALITY (49% ownership) MGM Grand Sanya, Diaoyutai Hotel Hangzhou, Diaoyutai Hotel Chengdu, Bellagio Shanghai 1 MGM Growth Properties owns the properties leased by MGM Resorts International 2 Expected to close in the first quarter of 2019, subject to regulatory approvals and other customary closing conditions 3 On July 6, 2018, MGP announced it had completed the acquisition of the Hard Rock Rocksino. On September 19, 2018, MGM entered into an agreement to acquire the operating assets from MGP. The transaction is expected to close in the first half of 2019 and is subject to regulatory approvals and other customary closing conditions 20

21 A N D M A X I M I Z E S G R O W T H P O T E N T I A L & C A P I T A L E F F I C I E N C Y The MGM Resorts enterprise is comprised not only of the property brands both owned and leased within our portfolio, but several key entities in which MGM Resorts has significant equity ownership. MGM Growth Properties is a growth vehicle that over time will dilute MGM Resorts ownership as MGP executes on third party transactions. MGP s stable business model and low cost of capital affords it the ability to target net leverage in the x range. MGM China provides significant exposure to the robust Chinese and Far East markets through its operations of MGM MACAU as well as MGM COTAI, which opened in February Our 50% ownership of CityCenter (comprised of ARIA and Vdara), provides unique luxury experiences in Las Vegas. MGM Resorts intends to continue on the path to becoming assetlight through the potential sale of the real estate of MGM Springfield, Bellagio, Circus Circus Las Vegas, and MGM Grand Las Vegas

22 P O S I T I O N E D F O R G R O W T H Strategic Investments Have Positioned MGM Resorts For Growth $10.8 B Maximizing Same Store Profitability $13.5 B $14.5 B Incremental Opportunities M G M S p r i n g f i e l d Sports & Interactive NoMad Opened October 2018 Opened August 24, 2018 Japan Integrated Resort $2.8 B M G M C o t a i Opened February 13, 2018 P a r k M G M Completing transformation by end of 2018 $3.6 B $3.9 B Key future events: -Expand VIP Operations -The Mansion -President s Club 2017A Consolidated Net Revenue Consolidated Adjusted EBITDA 2020E 22

23 S I G N I F I C A N T A D J U S T E D F R E E C A S H F L O W G E N E R A T I O N Consolidated Adjusted EBITDA Adjusted Free Cash Flow Goal: $3.50 Adjusted FCF/share 9% - 12% CAGR $3.6 B $3.9 B $1.7 B $2.0 B $2.8 B Low 2020 High 2020 Low 2020 High Note: Assumptions include the projected operating results of The Hard Rock Rocksino Northfield Park acquired on July 6, 2018 by MGM Growth Properties, under TRS. Adjusted Free Cash Flow includes the impact of interest, cash taxes, distribution to and from minority stakeholders and capital expenditures Refer to 2018 Analyst and Investor Day Presentation dated May 10,

24 G E N E R A T I N G S I G N I F I C A N T A D J U S T E D F R E E C A S H F L O W C A P I T A L A L L O C A T I O N S T R A T E G Y 2018E-2020E CONSOLIDATED ADJUSTED FREE CASH FLOW $4.5B to $5.0B Dividends 15%-20% Share Repurchases 35%-45% Strategic Investments 35%-45% $2.25B to $3.25B Excess free cash flow will be returned to shareholders or dedicated to high return investments 24

25 A P P E N D I X 25

26 A W A R D S A N D R E C O G N I T I O N GENERAL CORPORATE SOCIAL RESPONSIBILITY 2017 Colonial Award for Excellence for Best CSR Report - American Society of Professional Communicators World s Most Admired Companies (No. 4 in the hotel, casino and resort sector) - FORTUNE Magazine America s 500 Best Large Employers Forbes ENVIRONMENTAL SUSTAINABILITY 2017 INNOVATION Award for Conservation and Sustainability - The Las Vegas Business Press Largest Portfolio Using Energy Management Information Systems - U.S. Department of Energy Five Green Keys ARIA, Vdara, Bellagio, Delano, Mandalay Bay, MGM Grand Las Vegas & MGM Grand Detroit Four Green Keys Circus Circus, Excalibur, Luxor, The Mirage, Park MGM, New York-New York, MGM Signature, Beau Rivage, & Gold Strike Tunica Four Green Globes Bellagio, Excalibur, Luxor, Mandalay Bay, MGM Grand Las Vegas, The Mirage, New York-New York & MGM Signature DIVERSITY & INCLUSION Partner of the Year USVets Las Vegas Top Corporation for Women s Business Enterprises - Women s Business Enterprise National Council 50 Top Companies for Supplier Diversity - Black Enterprise 50 Best Companies for Diversity - Black Enterprise Community Partner Award for Diversity Excellence - College of Southern Nevada 2017 Top Regional Companies (No. 3) - DiversityInc 2018 Best Places to Work for LGBTQ Equality - Human Rights Campaign Foundation Million Dollar Club - The United States Hispanic Chamber of Commerce 2017 Major Corporate Owner of the Year Award - National Association of Minority Contractors 2017 Joint Venture Development Team of the Year - National Association of Minority Contractors 2017 Influential Company of the Year - Women Construction Owners & Executives USA Award for New Product or Service Innovation - Loyalty Breakfast of Corporate Champions - Women s Forum of New York In Appreciation For Your Continued Support of Las Vegas Veterans - Veteran s Action Group & Las Vegas Veterans Day Parade GIVING & PHILANTHROPY The Civic 50 America s Top Community - Minded Companies - Points of Light Note: For more information, please refer to our 2017 CSR Report ( 26

27 E M P L O Y E E S & M A N A G E R S P R O F I L E S Note: For more information, please refer to our 2017 CSR Report (

28 S U S T A I N A B I L I T Y M E T R I C S Note: For more information, please refer to our 2017 CSR Report ( 28

29 S U S T A I N A B I L I T Y M E T R I C S Note: For more information, please refer to our 2017 CSR Report ( 29

30 S U S T A I N A B I L I T Y M E T R I C S Note: For more information, please refer to our 2017 CSR Report ( 30