MGM 10-K Annual Report Dec. 31, 2019 | Alphaminr
MGM Resorts International
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MGM 10-K Fiscal year ended Dec. 31, 2019

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MGM RESORTS INTERNATIONAL
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 OrganizationNote 2 Basis Of Presentation and Significant Accounting PoliciesNote 3 Accounts Receivable, NetNote 4 AcquisitionNote 5 Property and Equipment, NetNote 6 Investments in and Advances To Unconsolidated AffiliatesNote 7 Goodwill and Other Intangible AssetsNote 8 Other Accrued LiabilitiesNote 9 Long-term DebtNote 10 Income TaxesNote 11 LeasesNote 12 Commitments and ContingenciesNote 13 Stockholders EquityNote 14 Stock-based CompensationNote 15 Employee Benefit PlansNote 16 Property Transactions, NetNote 17 Segment InformationNote 18 Related Party TransactionsNote 19 Condensed Consolidating Financial InformationNote 20 Selected Quarterly Financial Results (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10K Summary

Exhibits

2.1 Master Transaction Agreement by and among MGM Resorts International, Bellagio, LLC and BCORE Paradise Parent LLC, dated as of October15, 2019 (incorporated by reference to Exhibit 2.1 of MGM Resort Internationals Current Report on Form 8-K filed with the SEC on October16, 2019). 3.1 Amended and Restated Certificate of Incorporation of the Company, dated June 14, 2011 (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed on August 9, 2011). 3.2 Amended and Restated Bylaws of the Company, effective January 13, 2016 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on January 15, 2016). 4.1(4) Indenture, dated March22, 2012, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on March 22, 2012). 4.1(5) First Supplemental Indenture, dated March22, 2012, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee with respect to $1.0 billion aggregate principal amount of 7.75% senior notes due 2022 (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on March 22, 2012). 4.1(6) Fourth Supplemental Indenture, dated November25, 2014, among the Company, the guarantors named therein and U.S.Bank National Association, as trustee, to the Indenture, dated as of March22, 2012, among the Company and U.S.Bank National Association, as trustee, relating to the6.000% senior notes due2023 (incorporated by reference to Exhibit4.1 to the Companys Current Report on Form8-K filed on November 25, 2014). 4.1(7) Fifth Supplemental Indenture, dated August 19, 2016, among MGM Resorts International, the guarantors named therein and U.S.Bank National Association, as trustee, to the Indenture, dated as of March22, 2012, among MGM Resorts International and U.S.Bank National Association, as trustee, relating to the4.625% senior notes due2026(incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on August 19, 2016). 4.1(8) Sixth Supplemental Indenture, dated June 18, 2018, among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the 5.750% senior notes due 2025 (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on June 18, 2018). 4.1(9) Seventh Supplemental Indenture, dated April10, 2019, among MGM Resorts International, the guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March22, 2012, among MGM Resorts International and U.S. Bank National Association, as trustee, relating to the 5.500% senior notes due 2027 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on April 10, 2019). 4.1(10) Indenture, dated as of August 12, 2016, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit4.1 of the Current Report onForm8-Kof MGMGrowth Properties LLC filed on August12, 2016). 4.1(11) Indenture, dated as of April 20, 2016, among MGP Escrow Issuer, LLC and MGP Escrow Co-Issuer, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed April 21, 2016). 4.1(12) Indenture, dated as of September 21, 2017, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit4.1 of the Current Report onForm8-Kof MGMGrowth Properties LLC and MGM Growth Properties Operating Partnership LP filed on September 21, 2017). 4.1(13) Indenture, dated as of January 25, 2019, among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on January 25, 2019). 4.1(14) Supplemental Indenture to the Indentures, dated as of June 15, 2018, among MGP OH, Inc., MGP Finance Co-Issuer, Inc. and MGM Growth Properties Operating Partnership LP (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of MGMGrowth Properties LLC and MGM Growth Properties Operating Partnership LP filed on August 7, 2018). 4.1(15) Second Supplemental Indenture to the Indentures, dated as of July 10, 2018, among Northfield Park Associates LLC, Cedar Downs OTB, LLC, MGP Finance Co-Issuer, Inc. and MGM Growth Properties Operating Partnership LP (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of MGMGrowth Properties LLC and MGM Growth Properties Operating Partnership LP filed on November 6, 2018). 4.1(16) Third Supplemental Indenture to the Indentures, dated as of January 29, 2019, among MGP Yonkers Realty Sub, LLC, YRL Associates, L.P., MGP Finance Co-Issuer, Inc., MGM Growth Properties Operating Partnership LP, the Subsidiary Guarantors named therein, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q filed on May 7, 2019). 4.1(17) Fourth Supplemental Indenture to the Indentures, dated as of March 29, 2019, among MGP, MGP OH Propco, LLC, MGP Finance Co-Issuer, Inc., MGM Growth Properties Operating Partnership LP, the Subsidiary Guarantors named therein, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to theCompanys Quarterly Report on Form 10-Q filed on May 7, 2019). 4.1(18) Indenture governing the 5.375% senior notes due 2024, dated as of May 16, 2019, between MGM China Holdings Limited and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on May 16, 2019). 4.1(19) Indenture governing the 5.875% senior notes due 2026, dated as of May 16, 2019, between MGM China Holdings Limited and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed on May 16, 2019). 4.3 Amended and Restated Registration Rights Agreement, between MGM Growth Properties LLC and MGM Resorts International, dated as of October 5, 2017 (incorporated by reference to Exhibit 10.8 of the Annual Report on Form 10-K of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on March 1, 2018). 4.4 Description of MGM Common Stock 10.1(1) Amended and Restated Credit Agreement, dated as of April 25, 2016, among MGM Resorts International, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed April 25, 2016). 10.1(2) First Amendment, dated as of December21, 2018, to the Amended and Restated Credit Agreement, dated as of April 25, 2016 among the Company, the Administrative Agent and the other parties lenders thereto (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed December 28, 2018). 10.1(3) Second Amendment, dated as of November14, 2019, to the Amended and Restated Credit Agreement, dated as of April25, 2016 among MGM, the lenders from time to time party thereto and the Administrative Agent (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed on November 18, 2019). 10.1(4) Credit Agreement, dated as of April 25, 2016, among MGM Growth Properties Operating Partnership LP, the financial institutions referred to as Lenders therein and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.17 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on April 25, 2016). 10.1(5) First Amendment to Credit Agreement, dated October 26, 2016, among MGM Growth Properties Operating Partnership LP, the other loan parties and lenders named therein and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on October 26, 2016). 10.1(6) Second Amendment to Credit Agreement, dated May 1, 2017, among MGM Growth Properties Operating Partnership LP, the other loan parties and lenders named therein and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on May 1, 2017). 10.1(7) Third Amendment to Credit Agreement, dated March 23, 2018, among MGM Growth Properties Operating Partnership LP, the other loan parties and lenders named therein and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on March 26, 2018). 10.1(8) Fourth Amendment to Credit Agreement, dated June 14, 2018, among MGM Growth Properties Operating Partnership LP, the other loan parties and lenders named therein and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on June 18, 2018). 10.1(9) Sixth Supplemental Agreement, dated April 15, 2019, between MGM China Holdings Limited, MGM Grand Paradise (HK) Limited, Superemprego Limitada, MGM Security Services, LTD. and Bank of America, N.A., as Facility Agent(incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q filed on August 8, 2019). 10.1(10) Revolving Credit Facility Agreement, dated August 12, 2019, by and among MGM China Holdings Limited and certain Arrangers and Lenders party thereto (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on August 13, 2019). 10.1(11) Guaranty Agreement, dated as of November15, 2019 (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on November 18, 2019). 10.2(1) Subconcession Contract for the Exploitation of Games Fortune and Chance or Other Games in Casino in the Special Administrative Region of Macau, dated April 19, 2005, between Sociedade de Jogos de Macau, S.A., as concessionaire, and MGM Grand Paradise S.A., as subconcessionaire (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on November 7, 2011). 10.2(2) Sub-ConcessionExtension Contract, dated as of March15, 2019, between MGM Grand Paradise Limited and Sociedade de Jogos de Macau, S.A. (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form8-K filed on March 18, 2019). 10.2(3) MGM SJM Agreement, dated as of March15, 2019, between MGM Grand Paradise Limited and Sociedade de Jogos de Macau, S.A. (incorporated by reference to Exhibit10.2 of the Companys Current Report on Form8-K filed on March 18, 2019). 10.2(4) Land Concession Agreement, dated as of April 18, 2005, relating to the MGM Macau resort and casino between the Special Administrative Region of Macau and MGM Grand Paradise, S.A. (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on August 9, 2011). 10.2(5) Land Concession Agreement, effective as of January 9, 2013, relating to the MGM Macau resort and casino between the Special Administrative Region of Macau and MGM Grand Paradise S.A. (incorporated by reference to Exhibit 10.2(4) to the Companys Annual Report on Form 10-K filed on March 1, 2013). 10.3(1) Third Amended and Restated Limited Liability Company Agreement of CityCenter Holdings, LLC, dated December 22, 2015(incorporated by reference to Exhibit 10.3(1) to the Companys Annual Report on Form 10-K filed on February 29, 2016). 10.3(2) Company Stock Purchase and Support Agreement, dated August 21, 2007, by and between the Company and Infinity World Investments, LLC (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed August 27, 2007). 10.3(3) Amendment No. 1, dated October 17, 2007, to the Company Stock Purchase and Support Agreement by and between the Company and Infinity World Investments, LLC (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 23, 2007). 10.4(1) Master Lease between MGP Lessor, LLC and MGM Lessee, LLC, dated April 25, 2016 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on April 25, 2016). 10.4(2) First Amendment to Master Lease, dated as of August 1, 2016, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 1, 2016). 10.4(3) Second Amendment to Master Lease, dated as of October 5, 2017, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on October 6, 2017). 10.4(4) Third Amendment to Master Lease Agreement, dated as of January 29, 2019, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on January 29, 2019). 10.4(5) Fourth Amendment to Master Lease Agreement, dated as of March7, 2019, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form8-Kof MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP filed on March8, 2019). 10.4(6) Fifth Amendment to Master Lease Agreement, dated as of April 1, 2019, between MGP Lessor, LLC and MGM Lessee, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form8-Kof MGM Growth Properties LLC and MGM Growth Properties Operating Partnership LP on Form 8-K filed on April 4, 2019). 10.4(7) Lease, by and between BCORE Paradise LLC and Bellagio, LLC, dated as of November15, 2019 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 18, 2019). 10.4(8) Tax Protection Agreement, by and among Bellagio, LLC, BCORE Paradise Parent LLC and BCORE Paradise JV LLC, dated as of November15, 2019 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on November 18, 2019). *10.5(1) Amended and Restated 2005 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June10, 2014). *10.5(3) Deferred Compensation Plan II, as Amended and Restated, effective December 17, 2014 (incorporated by reference to Exhibit 10.4(6) to the Companys Annual Report on Form 10-K filed on March 2, 2015). *10.5(4) Supplemental Executive Retirement Plan II, dated as of December 30, 2004 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on January 10, 2005). *10.5(5) Amendment No. 1 to the Supplemental Executive Retirement Plan II, dated as of July 10, 2007 (incorporated by reference to Exhibit 10.3(12) to the 2007 10-K). *10.5(6) Amendment No. 2 to the Supplemental Executive Retirement Plan II, dated as of October 15, 2007 (incorporated by reference to Exhibit 10.3(14) to the 2007 10-K). *10.5(7) Amendment No. 1 to the Supplemental Executive Retirement Plan II, dated as of November 4, 2008 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on November 7, 2008). *10.5(8) Employment Agreement, effective as of December 13, 2014, between the Company and Robert H. Baldwin (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on January 13, 2015). *10.5(9) Separation Agreement and Complete Release of Claims, between MGM Resorts International and Daniel J. DArrigo, dated February21, 2019 (incorporated by reference to Exhibit10.1 of the Companys Current Report on Form8-K filed on February 22, 2019). *10.5(10) Employment Agreement, dated as of October 3, 2016, by and between the Company and James J. Murren (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 5, 2016). *10.5(11) Employment Agreement, effective as of November 15, 2016, between the Company and Corey Sanders (incorporated by reference to Exhibit10.2 to the Companys Current Report on Form8-K filed on December 7, 2016). *10.5(12) Employment Agreement, effective as of November 15, 2016, between the Company and William Hornbuckle (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form8-K filed on December 7, 2016). *10.5(13) Employment Agreement, effective as of November 15, 2016, between the Company and John McManus (incorporated by references to Exhibit 10.5(14) of the Companys Annual Report on Form 10-K filed on February 27, 2019). *10.5(14) Employment Agreement, effective as of March 25, 2019, between the Company and Atif Rafiq. *10.5(15) Amended and Restated Deferred Compensation Plan for Non-employee Directors, effective as of June 5, 2014 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on August 11, 2014). *10.5(16) Form of Restricted Stock Units Agreement of the Company effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.5(17) Form of Restricted Stock Units Agreement of the Company (Performance) effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.5(18) Form of Sign-On RSU Award Agreement (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on October 5, 2016). *10.5(19) Form of Performance Share Units Agreement of the Company, effective for bonus awards granted in March 2014 through March 2015(incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on May8,2014). *10.5(20) Form of Performance Share Units Agreement of the Company effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.5(21) Form of Bonus Performance Share Units Agreement of the Company, effective for bonus awards granted in March 2016 and thereafter (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on May6,2016). *10.5(22) Change of Control Policy for Executive Officers, dated as of November5, 2012 (incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K filed on November 8, 2012). *10.5(23) FormofMemorandum Agreement re: Changes to Severance and Change of Control Policies (incorporated by reference to Exhibit 10.7 to the Companys Current Report on Form 8-K filed on November 8, 2012). *10.5(24) Form of Freestanding Stock Appreciation Right Agreement of the Company effective for awards granted in October 2013 and thereafter (incorporated by reference to Exhibit 10.4(43) of the Companys Annual Report on Form 10-K for the year ended December 31, 2013). *10.5(25) Amendment to all Stock Appreciation Right Agreements adopted by the Compensation Committee of the Board of Directors on October 7, 2013 (incorporated by reference to Exhibit 10.4(44) of the Companys Annual Report on Form 10-K for the year ended December 31, 2013). *10.5(26) Form of Freestanding Stock Appreciation Right Agreement of the Company effective for awards granted in October 2015 and thereafter (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on November 6, 2015). *10.5(27) MGM Growth Properties LLC 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 of the Registration Statement on Form S-8 of MGM Growth Properties LLC (File No. 333-210832) filed on April 19, 2016). *10.5(28) MGM Growth Properties LLC Form of 2016 Restricted Share Units Agreement (MGM Non-Employee Directors) (incorporated by reference to Exhibit 10.15 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on April 25, 2016). *10.5(29) MGM Growth Properties LLC Form of 2016 Restricted Share Units Agreement (MGM Employees) (incorporated by reference to Exhibit 10.16 of the Current Report on Form 8-K of MGM Growth Properties LLC filed on April 25, 2016). *10.5(30) Retirement Policy for Senior Officers, adopted January 10, 2017 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed January 12, 2017). *10.5(31) Amended and Restated Retirement Policy for Senior Officers, dated October 7, 2019. *10.5(32) Form of Letter to Employees re: Existing Equity Awards(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(33) Form of Performance Share Unit Agreement (Bonus Payout)(incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(34) Form of Performance Share Unit Agreement (Annual Grant)(incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(35) Form of Restricted Stock Unit Agreement (Non-Employee Director)(incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(36) Form of Restricted Stock Unit Agreement (with Performance Hurdle)(incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(37) Form of Restricted Stock Unit Agreement (no Performance Hurdle)(incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form 8-K filed March 10, 2017). *10.5(38) Form of Restricted Stock Unit Agreement (Bonus RSUs) (incorporated by reference to Exhibit 10.5(40) to the Companys Annual Report on Form 10 K filed on March 1, 2018). *10.5(39) Form of Restricted Stock Unit (Deferred Payment Bonus)(incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on May 7, 2018). *10.5(40) Form of Relative Performance Share Unit Agreement (Annual Grant) (incorporated by reference to Exhibit10.5(41) to the Companys Annual Report on Form10K filed on March1, 2018). *10.5(41) Form of Performance Share Unit Agreement (Annual Grant). *10.5(42) Form of Performance Share Unit Agreement (Annual Grant, Messrs. Hornbuckle, Sanders & McManus). *10.5(43) Form of Restricted Stock Unit Agreement (with Performance Hurdle). *10.5(44) Form of Restricted Stock Unit Agreement (no Performance Hurdle). *10.5(45) Form of Relative Performance Share Unit Agreement (Annual Grant). *10.5(46) Form of Relative Performance Share Unit Agreement (Annual Grant, Messrs. Hornbuckle, Sanders & McManus). 21 List of subsidiaries of the Company. 23.1 Consent of Deloitte & Touche LLP, independent auditors to the Company. 31.1 Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d14(a). 31.2 Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d14(a). **32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. **32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. 99.1 Description of Regulation and Licensing.