The document summarizes the company's financial performance and strategy in 2002. It discusses maximizing shareholder value through growing revenue, improving marketing, investing in new attractions, and focusing on expense control. Key accomplishments included record earnings of $1.83 per share and industry-leading operating margins. The company also reduced debt by $314 million and repurchased $208 million of its own stock. Looking ahead, it plans additional investments in existing properties and evaluating new development opportunities to continue delivering strong returns.

1. POWER FINANCIAL OVERVIEW
In our way of thinking, management’s most
important job is to maximize your company’s
financial resources and deploy its cash flow to
the benefit of the shareholders. In that vein,
I would like to tell you about what we did
in 2002 to maximize shareholder value and
how your management intends to continue
delivering powerful results.

2. FINANCIAL OVERVIEW
At the core of our business philos- their worth over and over. In
ophy is our unwavering devotion 2002, we grew our business
to operating the best resorts in the through improved marketing,
world. We are fortunate to have including the introduction of a
the best operators in the business very powerful customer retention
at our resorts, from top-level engine in Players Club, and by
management to front-line service driving increased traffic to our
providers. We spare no expense resorts through key investments
when it comes to delivering the in exciting new dining and enter-
best customer experience, and keep tainment venues.
our controllable back-of-house
expenses in check. Revenues in 2003 will benefit
from additional targeted invest-
Year after year, the MGM MIRAGE ments in our resorts. From the
family delivers the industry’s most groundbreaking new Cirque du
exciting, most profitable, and most Soleil show at New York-New York
efficient operations. In 2002, our to the high-energy ultra lounge
net revenue actually grew Tabu at MGM Grand Las Vegas,
compared to 2001, impressive we continue to ensure our resorts
against a backdrop of declining are “must-see” destinations, and
hotel, entertainment, and other “must-see again” destinations.
tourism and hospitality revenue. We also know that our customers
2002 again proved the resilience of expect an ever-better gaming
J. Terrence Lanni
our business model: Operating the experience, and we are delivering
Chairman and CEO
Robert H. Baldwin James J. Murren
best resorts, in the best locations, on that expectation through the
President and CEO President, CFO and Treasurer
with the best customer experiences completion of our Players Club
Mirage Resorts, Inc.
John T. Redmond Gary N. Jacobs will fuel superior financial results. rollout in 2003 and the implemen-
President and CEO Executive Vice President,
These simple beliefs have proven tation of an entirely new slot floor
MGM Grand Resorts, LLC General Counsel and Secretary

3. FINANCIAL OVERVIEW
at our major resorts that includes over $800 million in 2002. We We invested $295 million in our venue that will generate far in
cashless gaming technology. devote considerable time and existing operations and on new excess of a 20% return.
energy to the mission of deploying developments in 2002. These
Our resort operators also deliv- shareholders’ capital in the most expenditures are not an after- The future holds even more
ered on the bottom line, and the productive manner possible. To thought; we carefully plan for promise. As we look ahead to
result was record earnings of this end, in 2002 we reinvested in future resort enhancements and 2003, we will spend roughly $300
$1.83 per share. Our industry- our core businesses, strengthened analyze projects to ensure we million on capital improvements
leading operating margins our balance sheet by reducing generate value from this spending. and capital projects at our oper-
increased again in 2002. Each debt, and returned additional We know we will earn excellent ating resorts. The expenditures all
resort’s management focuses on value to the shareholders by repur- returns on those investments. As encompass our mission to continu-
expense control daily, and we chasing common stock. an example, we spent approxi- ally re-engage the customer with
continue to exploit the benefits of mately $6 million to develop Tabu dynamic improvements. Starting at
our size to implement system-wide In the highly competitive industry at MGM Grand Las Vegas, a Bellagio, we will be constructing a
initiatives to be more efficient. in which we operate, it is our
Investments in technology to belief that companies are either
enhance our back-of-house func- moving forward or falling behind. MGM MIRAGE Debt Reduction(1) ($ Millions)
tions will continue to drive our No one in this industry invests
margins, even in the face of higher more, and more creatively, than $314(2) $1,263
2002
payroll and insurance costs. Key MGM MIRAGE. Fortunately for
projects in 2003 include consoli- us, the major capital spending that
$422 $949
2001
dation of functions like call center was the foundation for our
operations and accounts payable, powerful portfolio of resorts is
2000 $527
along with a continuous focus on now behind us. More recently,
purchasing synergies. investment has been in attractions
and amenities that result in new $0.00 $300 $600 $900 $1200 $1500
The collective effort of your customers and elevated loyalty (1) Since the acquisition of Mirage Resorts, Incorporated on May 31, 2000.
43,000 employees generated cash from our current customers. We (2) Includes the MGM Mirage’s $44 million share of debt repaid by Monte Carlo.
flow available for reinvestment of expect that trend to continue.

4. THE FINANCIAL POWER OF MAGIC
FINANCIAL OVERVIEW
new tower that will be viewed as a technological front, we intend to
high-end resort within the same. continue to invest resources in our
The new tower will have its own Players Club to continue to build
spa facilities, upscale retail and loyalty to the program, and by
restaurants. These improvements extension, to our fine line-up of
will help Bellagio continue its resorts. These expenditures will
reign as the highest-earning resort ensure MGM MIRAGE holdings
in the history of our industry. have fresh and exciting customer
Several other properties will inducements for years to come.
undergo room re-models in 2003,
and we are also expanding our At the same time, we also strength-
already successful association with ened your company’s balance sheet
Le Cirque by creating new enter- as we repaid $314 million of debt
tainment experiences at both the in 2002, including $44 million for
MGM Grand Las Vegas and at our share of debt repaid by Monte
New York-New York. Carlo. We also repurchased 6.4
million shares of your company’s
On the gaming side, we are in common stock for $208 million.
tune with the ever-changing pref- We accomplished all this – record
erences expressed by our earnings, major capital support of
customers. By this coming our existing operations, debt
summer, all of our major proper- reduction and share repurchases –
ties will have converted to cashless in what most experts were calling a
gaming for slots. We undertook “re-building” year.
the conversion after extensive
research indicated the majority of In fact, looking back, we’ve consis-
FOR MORE THAN 13 YEARS, MAGICIANS OF THE CENTURY SIEGFRIED & ROY HAVE PLAYED
our players prefer that environment. tently delivered in these areas. HOST TO MORE THAN 10 MILLION PEOPLE DURING 5,550 PERFORMANCES AT THE MIRAGE.
Also on the forward-thinking Since the marriage of MGM MORE THAN ANY OTHER PERFORMERS IN HISTORY, THEY HAVE CREATED RECORD-SETTING
REVENUES APPROACHING $1 BILLION THROUGH THEIR ASTOUNDING THEATRICAL EXPERI-
ENCE, THE WONDROUS SECRET GARDEN AND DOLPHIN HABITAT AND RELATED MERCHANDISE
SALES. THE POWER OF SIEGFRIED & ROY’S SPECTACLE IS IN THEIR ABILITY TO DRAW AUDI-
ENCES TO THEIR SHOWS YEAR AFTER YEAR, AND ALSO TO ATTRACT VISITORS FROM AROUND
THE WORLD TO EXPERIENCE THE MAGIC OF LAS VEGAS AND THE MGM MIRAGE RESORTS.

5. FINANCIAL OVERVIEW
Grand and Mirage Resorts, we with Boyd Gaming, Borgata will the competitive landscape as it recently ranked as the most
have repaid over $1.2 billion of become a powerful presence on the develops, always looking for admired gaming company by
debt. Since 1998, we have repur- East Coast, and promises to change opportunities to grow profitably Fortune Magazine.
chased $800 million of common the Atlantic City landscape forever. and enhance shareholder value.
stock. To continue this commit- We remain alert to acquisition 2003 promises to be an interesting
ment to your company, your When it comes to new develop- opportunities that make strategic and challenging year for the gaming
Board of Directors has authorized ment, we have rarely seen an sense and represent good values, industry. And yet, as always, we
management to repurchase up to environment that holds more but will pursue these opportunities look forward to reporting powerful
an additional 10 million shares of promise. Your management is only if the transaction adds value results to you throughout the year.
common stock. We will continue rigorously examining and priori- to the shareholders. We will continue to devote our
to balance debt reduction and tizing all available opportunities. intellectual and financial resources
share repurchases against other Given a finite pool of capital, we Finally, we take seriously our to further differentiate ourselves
investments, with the goal of believe shareholders’ interests are responsibility to report our business from our competitors. I am inspired
maximizing your returns. currently best served keeping to you in the most transparent and by the knowledge that our people
capital available for high-return, understandable way. You should are working hard to deliver the
We have identified several ways to near-term opportunities in new feel confident that our highly- best possible results to you, the
extract value from our existing markets, not only here in the United regulated industry, and your shareholders. I believe you should
assets, such as a residential devel- States, but overseas also. We own company, operate with a relatively feel the same.
opment at our MGM Grand Las the premier development sites in simple, primarily cash-based,
Vegas resort in partnership with both Atlantic City and on the Las operating model. We intentionally
Turnberry Associates. We see Vegas Strip; we will develop both do not engage in complex financial
similar opportunities in many of when the time is right, and when transactions, we have the industry’s
our other resorts. We have also it is appropriate to allocate capital best accounting and finance
entered into a new development to these large-scale investments. personnel throughout our company, James J. Murren
President, CFO and Treasurer
agreement for a casino resort in and we are an industry leader in
MGM MIRAGE
Detroit. And we are extremely We understand that we operate in financial reporting and disclosure. March 26, 2003
excited about the summer debut of a constantly evolving environment, I am proud that our company has
Borgata. Developed in partnership and we work hard to understand the respect of Wall Street, and was

6. Consolidated Statements
of Cash Flows
Consolidated Statements
Consolidated Statements
of Stockholders’ Equity
of Income
42 Notes to Consolidated
Consolidated
41 43 Financial Statements
Balance Sheets
40 44
Independent
Investor Information
39 66
FINANCIAL
Auditor's Report
TABLE OF CONTENTS
Management’s Discussion
67
25
and Analysis of Financial
Directors and Officers
Condition and Results of
Corporate Directory
Operations
(page)
(d esc riptio n)