The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Unless the context otherwise requires, all references herein to the "Company," "we," "us" or "our," or similar terms, refer to Wynn Resorts, Limited, a Nevada corporation and its consolidated subsidiaries.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this Quarterly Report on Form 10-Q contains statements that are forward-looking, including, but not limited to, statements relating to our business strategy and development activities as well as other capital spending, financing sources, the effects of regulation (including gaming and tax regulations), expectations concerning future operations, margins, profitability and competition. Any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, in some cases you can identify forward-looking statements by terminology such as "may," "will," "should," "would," "could," "believe," "expect," "anticipate," "estimate," "intend," "plan," "continue" or the negative of these terms or other comparable terminology. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by us. These risks and uncertainties include, but are not limited to:

• adverse tourism trends reflecting current domestic and international economic conditions;

• volatility and weakness in world-wide credit and financial markets;

• general global macroeconomic conditions;

• further decreases in levels of travel, leisure and consumer spending;

• fluctuations in occupancy rates and average daily room rates;

• conditions precedent to funding under the agreements governing the disbursement of the proceeds of borrowings under our credit facilities;

• continued compliance with all provisions in our credit agreements;

• competition in the casino/hotel and resort industries and actions taken by our competitors in reaction to adverse economic conditions;

• completion of Encore at Wynn Macau on time and within budget;

• our intention to fund a substantial portion of the development and construction costs of Encore at Wynn Macau with anticipated cash flows generated at Wynn Macau;

• doing business in foreign locations such as Macau (including the risks associated with developing gaming regulatory frameworks and travel-related visa restrictions);

• restrictions or conditions on visitation by citizens of mainland China to Macau;

• new development and construction activities of competitors;

• our dependence on Stephen A. Wynn and existing management;

• our dependence on a limited number of properties and locations for all of our cash flow;

• leverage and debt service (including sensitivity to fluctuations in interest rates);

• changes in federal or state tax laws or the administration of such laws;

• changes in state law regarding water rights;

• approvals under applicable jurisdictional laws and regulations (including gaming laws and regulations);

• the impact that an outbreak of an infectious disease, such as avian flu, or the impact of a natural disaster may have on the travel and leisure industry;

• the consequences of the war in Iraq and other military conflicts in the Middle East and any future security alerts and/or terrorist attacks; and

• future legal proceedings.

Further information on potential factors that could affect our financial condition, results of operations and business are included in this report and our other filings with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this report.

Overview

We are a developer, owner and operator of destination casino resorts. We currently own and operate two resort casinos. In Las Vegas, Nevada, we own and operate Wynn Las Vegas, a destination casino resort which opened on April 28, 2005. In December 2008, we expanded Wynn Las Vegas with the opening of Encore at Wynn Las Vegas. We refer to the fully integrated Wynn Las Vegas and Encore at Wynn Las Vegas as our Las Vegas Operations. In the Macau Special Administrative Region of the People's Republic of China ("Macau"), we own and operate Wynn Macau, which opened on September 6, 2006. We are also constructing Encore at Wynn Macau, a further expansion of Wynn Macau, which is expected to open in 2010.

Our Resorts

The following table sets forth information about our operations as of April
2009:



                                                      Approximate
               Hotel Rooms &   Approximate Casino   Number of Table     Approximate
                  Suites         Square Footage          Games        Number of Slots
   Las Vegas           4,750              183,000               230             2,800
   Macau                 600              205,000               370             1,250

Las Vegas Operations

Our Las Vegas Operations consist of Wynn Las Vegas and the recently opened expansion, Encore at Wynn Las Vegas.

Wynn Las Vegas

Wynn Las Vegas is located at the intersection of the Las Vegas Strip and Sands Avenue, and occupies approximately 217 acres of land fronting the Las Vegas Strip. We also own approximately 18 additional acres across Sands Avenue, a portion of which is utilized for employee parking. Wynn Las Vegas currently features:

• An approximately 111,000 square foot casino offering 24-hour gaming and a full range of games, including private gaming salons, a poker room, and a race and sports book;

• Luxury hotel accommodations in 2,716 spacious hotel rooms, suites and villas;

• 22 food and beverage outlets featuring signature chefs;

• A Ferrari and Maserati automobile dealership;

• Recreation and leisure facilities, including an 18-hole golf course, five swimming pools, private cabanas and a full service spa and salon; and

• A showroom, two nightclubs and lounges.

Encore at Wynn Las Vegas

We opened Encore at Wynn Las Vegas on December 22, 2008. This resort is an expansion of Wynn Las Vegas. Encore at Wynn Las Vegas currently features:

• An approximately 72,000 square foot casino offering 24-hour gaming and a full range of games, including private gaming salons and a sports book;

• Luxury hotel accommodation in 2,034 all-suite rooms;

• Twelve food and beverage outlets;

• Approximately 27,000 square feet of high-end brand name retail shopping, including stores and boutiques by Hermes, Chanel and Rock & Republic;

• Recreation and leisure facilities including swimming pools, private cabanas and a full service spa and salon; and

• A showroom, nightclub and lounges.

In response to our evaluation of our Las Vegas Operations and the reactions of our guests, we have and expect to continue to make enhancements and refinements to this integrated resort.

Wynn Macau

We opened Wynn Macau on September 6, 2006 and completed an expansion of this resort in December 2007. Wynn Macau currently features:

• An approximately 205,000 square foot casino offering 24-hour gaming and a full range of games, including private gaming salons;

• Luxury hotel accommodations in 600 rooms and suites;

• Casual and fine dining in five restaurants;

• Approximately 46,000 square feet of high-end, brand-name retail shopping, including stores and boutiques by Bvlgari, Chanel, Dior, Dunhill, Fendi, Ferrari, Giorgio Armani, Gucci, Hermes, Hugo Boss, Louis Vuitton, Miu Miu, Piaget, Prada, Rolex, Tiffany, Van Cleef & Arpels, Versace, Vertu and Zegna;

• Recreation and leisure facilities, including a health club, pool and spa; and

• Lounges and meeting facilities.

We have commenced construction on a further expansion of Wynn Macau that will add a fully-integrated resort hotel named Encore at Wynn Macau, with approximately 400 luxury suites and four villas, as well as additional gaming areas, food and beverage and retail amenities. We expect Encore at Wynn Macau to open in 2010.

In response to our evaluation of Wynn Macau and the reactions of our guests, we have and expect to continue to make enhancements and refinements to the property.

We operate Wynn Macau under a 20-year casino concession agreement granted by the Macau government in June 2002.

Future Development

Approximately 142 acres of land comprising Wynn Las Vegas is currently improved with a golf course. While we may develop this property in the future; due to the current economic environment and certain restrictions in our Wynn Las Vegas credit facilities, we have no immediate plans to develop this property.

We have applied to the government of Macau for a land concession for approximately 52 acres on Cotai and are awaiting final governmental approval of this concession. No construction timeline or budget have been prepared.

Current Economic and Operating Environment

Due to a number of factors affecting consumers, including a slowdown in global economies, contracting credit markets, reduced consumer spending, and new U.S. political leadership, the outlook for the gaming, travel and entertainment industries both domestically and abroad continues to remain highly uncertain. Auto traffic into Las Vegas, airline capacity and air travel to McCarran International airport have continued to decline, resulting in lower casino volumes and a reduced demand for hotel rooms. This slow down was particularly significant in the fourth quarter of 2008 and continued throughout the first quarter of 2009. Based on our experience over the last several quarters and current market conditions, we believe that our Las Vegas Operations will continue to experience lower than historical hotel occupancy rates, room rates, casino volumes and accordingly lower departmental profitability. As a result of the current economic conditions, we have increasingly focused on efficiency initiatives that we began implementing at both of our properties and corporate offices in early 2009. These initiatives include reductions in pay for salaried employees, reduced work weeks for full-time hourly employees, a reduction of 2009 bonus accruals and a suspension of the employer match to the 401(k) plan. We are continually reviewing the cost and efficiencies at our operating properties and corporate offices to identify further opportunities to reduce costs during these uncertain economic times. Wynn Macau continues to be impacted by the slowing global economy and visa restrictions implemented in September 2008.

Results of Operations

Our results of operations for the periods presented are not comparable as the three months ended March 31, 2009 includes the expansion of Wynn Las Vegas which opened on December 22, 2008, whereas the prior year quarter included only Wynn Las Vegas and Wynn Macau. We believe that our operating results at both properties for the three months ended March 31, 2009, were adversely impacted by the weakened global economy. Disruptions in the global financial and stock markets and reduced levels of consumer spending have and may continue to adversely impact our financial results. In addition, as noted above, visa restrictions have placed certain limitations on visitation to Macau. These restrictions have and will continue to adversely impact visitation to Macau by residents of mainland China.

The table below presents our net revenues (amounts in thousands):

                                                        Three Months Ended
                                                            March 31,
                                                         2009        2008
          Net Revenues
          Wynn Las Vegas, including Encore for 2009   $  291,276   $ 287,160
          Wynn Macau                                     448,679     491,546

          Total Net Revenues                          $  739,955   $ 778,706

Reliance on only two properties (in two geographic regions) for our operating cash flow exposes us to certain risks that competitors, whose operations are more diversified, may be better able to control. In addition to the concentration of operations in two properties, many of our customers are high-end gaming customers who wager on credit, thus exposing us to increased credit risk. High-end gaming also increases the potential for variability in our results.

Operating Measures

Certain key operating statistics specific to the gaming industry are included in our discussion of the Company's operational performance for the periods in which a Condensed Consolidated Statement of Operations is presented. Casinos generally record win as a percentage of either drop or turnover. In our casino operations in Las Vegas, table games win is recorded as a percentage of drop. However, in our casino operations at Wynn Macau, we separate table play into two distinct classifications. Our Macau VIP casino segment records table games win as a percentage of turnover, whereas our general casino records win as a percentage of drop.

Below are definitions of the statistics discussed:

• Table games win is the amount of drop or turnover that is retained and recorded as casino revenue.

• Drop is the amount of cash and net markers issued that are deposited in a gaming table's drop box.

• Turnover is the sum of all losing Rolling Chip wagers within our Wynn Macau VIP program.

• Rolling Chips are identifiable chips that are used to track VIP wagering volume (turnover) for purposes of calculating incentives.

• Slot win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenue.

• Average Daily Rate ("ADR") is calculated by dividing total room revenue (less service charges, if any) by total rooms occupied.

• Revenue per Available Room ("REVPAR") is calculated by dividing total room revenue (less service charges, if any) by total rooms available.

Financial results for the three months ended March 31, 2009 compared to the three months ended March 31, 2008.

As noted earlier, our financial results for the three months ended March 31, 2009 are not comparable to the three months ended March 31, 2008, as the three months ended March 31, 2009 include the expansion of Wynn Las Vegas which opened on December 22, 2008, whereas the prior year quarter includes only Wynn Las Vegas and Wynn Macau.

Revenues

Net revenues for the three months ended March 31, 2009 are comprised of $541.7 million in casino revenues (73.2% of total net revenues) and $198.3 million of net non-casino revenues (26.8% of total net revenues). Net revenues for the three months ended March 31, 2008 were comprised of $591.8 million in casino revenues (76% of total net revenues) and $186.9 million of net non-casino revenues (24% of total net revenues).

Casino revenues are comprised of the net win from our table games and slot machine operations. Casino revenues for the three months ended March 31, 2009 of approximately $541.7 million represents a $50.1 million (or 8.5%) decrease from casino revenues of $591.8 million for the three months ended March 31, 2008. We expanded Wynn Las Vegas with the opening of Encore in December 2008. Encore added approximately 95 table games and approximately 835 slot machines to our casino operations. Even with these additions, our Las Vegas Operations experienced a $7.7 million decrease in casino revenues compared to the prior year due to a 2.5%

decrease in drop and a decrease in our average table games win percentage. Our average table games win percentage (before discounts) for the three months ended March 31, 2009 was 17.7%, which was below the expected range of 21% to 24% and compares to 19.9% for the prior year's quarter. Slot handle at our Las Vegas Operations increased 2.5% during the three months ended March 31, 2009 as compared to 2008, and the slot win percentage was within the expected range of 4.5% to 5.5%.

Casino revenues at Wynn Macau decreased $42.4 million during the three months ended March 31, 2009, compared to the prior year quarter. At Wynn Macau, we experienced a 15.2% decrease in the VIP revenue segment due to a 27.9% decrease in turnover. Our win as a percent of turnover was 3.6%, which is above the expected range of 2.7% to 3.0%, and compares to 3.0% in the prior year quarter. Our VIP casino segment win as a percent of turnover includes a nominal beneficial effect attributable to non-rolling chip play. In our general casino at Wynn Macau, drop decreased 15.3% when compared to the prior year quarter and the average table games win percentage was 22.1%, which is above the expected range of 18% to 20%. The average table game win percentage at Wynn Macau for the three months ended March 31, 2008 was 19.7%. Slot handle at Wynn Macau increased 42.9% compared to the prior year quarter and the slot win percentage was within the expected range of 4.5% to 5.5%. The increase in slot handle was primarily due to the play of several high-end slot customers.

For the three months ended March 31, 2009, room revenues were approximately $98.4 million, an increase of $13.1 million compared to prior year room revenue of $85.3 million. Room revenue at our Las Vegas Operations increased approximately $14.5 million compared to the prior year quarter due to the addition of 2,034 suites at Encore at Wynn Las Vegas, which opened December 22, 2008. In Las Vegas, we continued to experience a decrease in occupancy and room rates during the three months ended March 31, 2009, compared to the three months ended March 31, 2008. Room revenue at Wynn Macau decreased approximately $1.4 million due to a decrease in occupancy and room rates compared to the prior year.

The table below sets forth key operating measures related to room revenue.

                                            Three Months Ended
                                                 March 31,
                                            2009           2008
                     Average Daily Rate
                     Las Vegas            $     222       $   298
                     Macau                      268           276
                     Occupancy
                     Las Vegas                 89.5 %        95.8 %
                     Macau                     83.3 %        88.5 %
                     REVPAR
                     Las Vegas            $     199       $   285
                     Macau                      223           244

Other non-casino revenues for the three months ended March 31, 2009 included food and beverage revenues of approximately $109.6 million, retail revenues of approximately $35 million, entertainment revenues of approximately $12.8 million, and other revenues from outlets such as the spa and salon, of approximately $15.3 million. Other non-gaming revenues for the three months ended March 31, 2008 included food and beverage revenues of approximately $91.1 million, retail revenues of approximately $35.3 million, entertainment revenues of approximately $19.2 million, and other revenues from outlets, including the spa and salon, of approximately $13.7 million. Food and beverage revenues at our Las Vegas Operations increased as a result of the additional 12 food and beverage outlets located in Encore at Wynn Las Vegas, which opened in December 2008, offset by a decrease of $1.2 million at Wynn Macau, as compared to the prior year's quarter. Although we added new retail outlets at Encore, retail revenues in Las Vegas decreased, offset by an increase at Wynn Macau. Entertainment revenues decreased over the prior year quarter primarily due to the closure of the Spamalot production show at Wynn Las Vegas in July 2008.

Departmental, Administrative and Other Expenses

During the three months ended March 31, 2009, departmental expenses included casino expense of $376.5 million, rooms expense of $25 million, food and beverage expense of $60 million, and entertainment, retail and other expense of $36 million. Also included are general and administrative expenses of approximately $93.5 million and approximately $3.9 million charged as a provision for doubtful accounts receivable. During the three months ended March 31, 2008, departmental expenses included casino expenses of $388.4 million, room expenses of $20.3 million, food and beverage expenses of $51.7 million, and entertainment and retail and other expenses of $44.6 million. Also included are general and administrative expenses of approximately $79.3 million and approximately $11.5 million charged as a provision for doubtful accounts receivable. Casino expenses have decreased during the three months ended March 31, 2009 due to a decrease in casino revenues especially at Wynn Macau where we incur a gaming revenue tax of 39%. Room, food and beverage and general and administrative expenses increased as a result of the opening of Encore at Wynn Las Vegas in December 2008. Entertainment, retail and other expense declined primarily as a result of the closure of Spamalot at Wynn Las Vegas in July 2008. Our provision for doubtful accounts receivable declined during the three months ended March 31, 2009, compared to the prior year's quarter due to recent strong collection trends on our casino accounts receivable. This strength has allowed us to reduce a portion of the additional reserves we recorded in the third quarter of 2008.

Pre-opening costs

During the three months ended March 31, 2009, we incurred no pre-opening costs compared to $5.3 million for the three months ended March 31, 2008. Pre-opening costs incurred during the three months ended March 31, 2008 were related to Encore at Wynn Las Vegas which opened in December 2008. We expect to incur pre-opening costs related to the expansion at Wynn Macau as we get closer to opening in 2010.

Depreciation and amortization

Depreciation and amortization for the three months ended March 31, 2009 of $101.5 million increased by $38.7 million when compared to the three months ended March 31, 2008, primarily due to depreciation of the assets of Encore at Wynn Las Vegas.

During the construction of our properties, costs incurred in the construction of the buildings, improvements to land and the purchases of assets for use in operations were capitalized. Once these properties opened, their assets were placed into service and we began recognizing the associated depreciation expense. Depreciation expenses will continue throughout the estimated useful lives of these assets. In addition, we continually evaluate the useful life of our property and equipment, intangibles and other assets and adjust them when warranted.

The maximum useful life of assets at Wynn Macau is the remaining life of the gaming concession or land concession, which currently expire in June 2022 and 2029, respectively. Consequently, depreciation related to Wynn Macau is charged on an accelerated basis when compared to our Las Vegas Operations.

Property charges and other

Property charges and other for the three months ended March 31, 2009 were $16.5 million compared to approximately $24.3 million for the three months ended March 31, 2008. Property charges and other for the three months ended March 31, 2009 include the write-off of $14.9 million of aircraft purchase deposits. On February 19, 2009, we cancelled the agreements to purchase two aircraft. The deposit on one of the aircraft is refundable to the extent another buyer is found. Due to the uncertainty as to the recoverability of this deposit and a $1.5 million nonrefundable deposit on a second aircraft, we wrote off these deposits in the first quarter of 2009. The remaining property charges were related to miscellaneous renovations, abandonments and loss on sale of equipment at Wynn Las Vegas and Wynn Macau.

Property charges and other for the three months ended March 31, 2008 include $17.8 million of costs associated with Spamalot at Wynn Las Vegas which closed in July 2008. The charge included production rights that were included in intangible assets, show production costs that were included in other assets and certain other property and equipment. In March 2008, the Company, together with the producers, elected to end the show's run at Wynn Las Vegas in July 2008, pursuant to the contract. The remaining property charges were related to renovations and abandonments at both Wynn Las Vegas and Wynn Macau.

In response to our evaluation of our properties and the reactions of our guests, we continue to remodel and make enhancements at our properties.

Other non-operating costs and expenses

Interest income was $0.3 million for the three months ended March 31, 2009 compared to $11.9 million for the three months ended March 31, 2008. Interest income decreased $11.6 million primarily due to a significant decrease in the average interest rates earned on invested cash balances compared to the prior year quarter.

Interest expense was $57 million, net of capitalized interest of $2.4 million, for the three months ended March 31, 2009, compared to $45.3 million, net of capitalized interest of $16.9 million, for the three months ended March 31, 2008. Our interest expense increased due to $14.5 million less of capitalized interest related to our construction activities with the opening of Encore at Wynn Las Vegas in December 2008, approximately $5.7 million related to additional borrowings under our Wynn Macau credit facilities and $3.3 million associated with additional borrowings under the Wynn Las Vegas revolver. These increases were offset by approximately $9.4 million less interest due to the $625 million pay down of the Wynn Resorts term loan facility and approximately $2.4 million less interest due to lower average interest rates on the Wynn Las Vegas credit facilities.

Our interest rate swaps are accounted for in accordance with SFAS No. 133, . . .