Good morning and welcome to the Wynn Resorts Limited third quarter 2009 earnings call. Joining the call on behalf of the company today are Steve Wynn, Marc Schorr, John Strzemp, Matt Maddox, Andrew Pascal, President of Wynn Las Vegas, and on the phone Ian Coughlan, President of Wynn Macau. Now I would like to turn the call over to Mr. Maddox. Please go ahead, sir.

Thank you and good morning, everyone. First, I just want to remind everybody that we will be making forward-looking statements under the Safe Harbor federal securities laws and those statements may or may not come true. So without further ado, I am going to open it up for comments by Steve Wynn, Chairman and CEO.

Well actually, it hasn’t been too bad this quarter. We were even in Las Vegas and up in Macau and although I can't say that I am noticing that everything is overwhelming, I’ll say this -- that in the fourth quarter at this time in October last year as the wheels came off in September and we were getting ready to open Encore, we were saying boy, this is really tough timing. Fortunately we had a capital structure where it didn’t make a lot of difference but we were going to spend money to open the hotel and we are going to open it into a yawning chasm of the recession. And we thought that 2009 was going to be really horrible and we thought that we’d feel it in China and it was looking that way in the fourth quarter and we certainly feel it in Las Vegas and it was terrible in Las Vegas. And the first quarter, although because we were involved in the opening of Macau -- of Encore, rather, in Las Vegas, it sort of confirmed our worst fears. The second quarter wasn’t much better. In the summer, things started to change. Macau picked up and in the last few months, Las Vegas because of our high-end business, has -- and I’m spilling over into October a little bit, but to give you a general impression, if things continue the way they are, we are going to equal or beat 2008 in Las Vegas and we are going to equal or beat last year in Macau. All things considered, that isn’t as bad as it might have been and so it’s one of these strange -- if for example in Las Vegas with Encore we had achieved our average room rate of $300 with a…

You did.

Okay then, we’ll take questions.

(Operator Instructions) First in line is Joe Greff.

Steve, you touched upon the high-end business in Las Vegas. You didn’t quite say it this way but I’ll say it -- it has improved. Can you talk about the domestic high-end volume and the trends there? Have we seen a bottom and is that improving from what we know and from what we see -- I mean, international high-end has been pretty strong. And then Andrew, maybe you can just talk about how do next year group convention meetings look and even if you can touch on 2011. And then with city center opening up in less than a couple of months, how do you change the marketing or how do you change strategically the positioning of your properties, if at all? Thank you.

There you go, Andrew, you can try and wrangle that whole set of questions.

Okay. So your first question, how is the domestic high-end business. We see it kind of trending as it has over the last six to nine months, so that is where we have experienced probably the most significant softening. To your point, the international business has held up well and I think we are a bit encouraged by what we have seen more recently but that high-end domestic business just has not yet returned. As for the convention bookings going forward, I think that the dynamics of that business have changed just like every other segment. Booking windows have gotten far more compressed. We’ve been obviously very active out in the market. What we are hearing is that people are going to start putting back into their budgets their group and incentive travel but they are going to wait through the first quarter of next year to see how things further stabilize. And then they will start to release some of that money to spend in the second quarter and throughout the balance of the year. So as of today, we haven’t really seen any material change in the rate of pick-up but we remain somewhat --

Excuse me, Andrew -- in the last couple of weeks, I’ve had two important cancellations. I’ve seen it still go the other way. Net Jet cancelled their big poker tournament and we had another one, so the intimidation factor in Las Vegas is still in play, unfortunately.

I think that’s definitely true, so that’s another thing that we heard in the marketplace is that while people are starting to spend more money on these group and incentive travel plans, that they are still a bit reluctant to come to Las Vegas because of the stigma that it carries. They don’t want to be exposed to or deal with the scrutiny --

And the stigma, you know, is based upon the comment that was made during the early parts of the recession by the administration that said that they didn’t want the people who were getting government help to be spending it on junkets to Las Vegas. That remark has affected most of the destination resorts that had any kind of fantasy to them, like Orlando or Las Vegas, actually. When he said Disneyland or Las Vegas.

Your last question I think related to city center and what are we doing to plan for or counter the potential affects of city center -- you know, I would say we just are focusing on the fundamentals. You know, our firm belief is that if we just continue to focus on delivering a great experience, we keep our employees feeling comfortable and safe and that they are well-prepared to extend great service to our guests, then we will do what we can to retain that business. We know that there’s not a lot that we can do to overcome people’s curiosity, so there are going to be a whole bunch of people that go and check it out and that we hope that we live up to the challenge of the comparison between what it is versus what we have created here and what we offer. So for us and what we are really very focused on right now is just the fundamentals.

Your next question comes from the line of Rachael Rothman.

I was wondering if you could touch a little bit on the sequential increase in the operating costs that we saw between the third quarter and the second quarter and maybe what led to that? And then --

In what market?

I’m sorry?

You talking about in Las Vegas or?

Just generally, yeah, if you could --

It’s in Las Vegas.

That would be great, yes. And then if you could talk maybe about going into 2010, any perspective on further cost-cutting initiatives and maybe the impact of city center and your ability to drive further margin expansion would be great. Thank you.

The part about city center, here’s how this works -- it always works exactly the same way, so you can watch this through these colored glasses. People go and look at a new hotel. I’m certainly going to do it. Friends of mine built it. And then if they have been solicited properly, they stay there. At that point, they are treated to an environment that’s got to do with all the physical aspects of the place and how they are treated by the people who work there. If all of that comes together just right, then they have a positive guest experience. They are most apt to try it again and tell their friends and that is how you build a franchise. If on the other hand the physical aspects of the building rub them the wrong way or are not convenient or don’t allow the employees to deliver first class service, the employees get agitated and nervous, the customers don’t get what they want, and the whole environment tends to be a little on edge. And that tends to make people just go back to where they are more comfortable. That is what happens with people who are adventurous and like to change. Then there is a whole group of people that are comfortable in a certain kind of hotel and they don’t want to change at all. So we are going to have a percentage of people that sort of experiments and it will really depend upon the other fellows and how the direct comparison of our place versus their places shows up on those fronts in the manners that I described. We don’t really know how they will do but if you believe that in the common sense that I tried to express just now, then you will realize what we have realized -- that the only place that we can make money is in our own hotel and the only way that we can compete with Caesar’s Palace, the Venetian, Bellagio or Arya is to do a better job in our own hotel. And really what they do is irrelevant. And if they cut price because they are desperate, if things don’t work out right -- and certainly there are a lot of hotels that get desperate and cut prices in my neighborhood. When they get desperate and cut prices, naturally that has an effect. But usually it’s short-term because people that get desperate and cut prices, one of two things happens -- they wake up and stop doing it because they get smarter or the management disappears and a new group comes in that takes a saner and more long-term approach. But once again, what we are left with is how we run our own business. You can do the cost-cutting matter if you want, Andrew.

Okay, so on the expense front, the quarter over quarter increase in expenses, about half of it can be attributed to utilities and property taxes and other licenses. The other half can be attributed to seasonal hires, our staffing of things like our pool areas and headline entertainment expense that we incurred in the quarter, which drove further revenue.

Your next question comes from the line of Cameron McKnight.

This is a question for Ian or for Steve -- could you walk us through some of the different segments in the VIP and mass markets in Macau and just explain to us where you are positioned in those sub-segments versus your competitors? And then I have a few follow-ups.

Ian, you could do that but I’m not really interested in this call or any other call in getting into the interior discussion of our marketing strategies. Keep that in mind. I mean, it’s wonderful to cooperate with the investment community but we are not giving lessons to our competitors. Go ahead, Ian.

In Macau, we command the high-end of the market. We have a very strong VIP support base. We also have a high functioning mass market and we continue to market to both of those markets in the way that we have done in the past. It’s all about quality. The market over the summer has seen some quite frankly aggressive and chaotic discounting more as a city of dreams defensive strategy on some of our competitors and we don’t get dragged into that. We don’t buy our business. We continue to focus on preservation of brand and enhancement of what we offer. We have more VIP facilities opening in a month’s time and we will continue to command that part of the marketplace.

Good answer.

Thanks, and as we approach the opening of Encore, can you comment on what you expect in terms of additional cost that that will add to your Macau business?

Frankly, looking at the marketplace with 600 keys, we’re quite constrained. We had the opportunity to sell an awful lot more accommodations then we were able to do currently. Our third quarter occupancy was hitting up around 90%, so our Encore accommodation can't come fast enough for us. It will allow us to capture a larger market share in the mass market. We are competing with people that now some of whom have 3,000, 1,800 rooms, 1,200 rooms, so we really need Encore to open up. We are not concerned at all about Encore being a success.

Okay, great and perhaps for Matt or Steve, what do you intend to do with the proceeds from the IPO?

Try and figure out what to do with them so that they don’t get completely slammed by a dollar that is getting creamed. I mean, the dollar is being slaughtered because of our deficits and impending government spending. The biggest concern we have about our investments and the safety of our employees is federal government policy that may result in further deterioration of the dollar, huge deficits that make our assets worth less, and shrink our reserves of cash. And that’s a problem that all companies have. What we try and do I guess as a hedge is to get out of the dollar, which is a heck of a thing to say. But take a look at what’s happened to the dollar -- a year ago, against the Euro we were $1.25. Now we are $1.50. If you are holding dollars, your stuff is worth 20% less. That’s an amazing decline and unfortunately that’s true against things like Brazilian money and all other currencies. America is paying the price for these deficits and we’re holding cash to be used to protect our employees, to protect our shareholders, to give us a chance to take advantage of the future and expand intelligently. If our asset base is eroded radically by this -- these huge deficits and the resulting damage to the dollar, then our company and all other companies large and small in the United States are really severely compromised. I’m afraid that it’s that simple. And this isn’t a political speech -- it’s just a statement of economic fact. And we have to deal with that as business men and it’s tough -- tough.

Okay, great. Thank you.

Your next question comes from the line of Larry [Klasken].

A couple of questions -- one, you’ve accumulated quite a large kitty of cash. In fact, you are probably the safest gaming investment there is with --

Just under $3 billion.

So what attracts you? I mean, you could really do anything you want and given the condition of the market, pretty much do whatever you want. Is there some market that looks more attractive to you? Would you look at another international market, buy something back at Vegas or is there anything you are thinking of?

Outside the United States seems to be -- Asia seems to be a safer investment at the moment. The uncertainty in the U.S. economy is devastating. As I just said a moment ago, our asset base has been contracted because of government deficits. And I’m as much of a democrat as I am a republican but we are now talking about national policy and it impacts all of our decisions. We don’t know what’s next. We don’t know what is the next shoe that is going to drop. It introduces for ourselves and every other business enterprise in the United States of America an element of uncertainty and that is a very difficult thing to deal with for us. There are so many wonderful opportunities in America but when you don’t know what tomorrow is going to look like in terms of taxes and regulation, then it becomes very difficult to make a long-term plan and to answer the question you just asked me.

That’s fair. Now, the part -- it looks like they might have put some visa restrictions back on Macau. Is there any feel where the government is going with this? Is this a temporary thing? Do you think it’s kind of --

Is Linda on the call?

What’s that?

Linda Chen. She’s not? But Ian, you want to give the latest update on what you are feeling for as far as visas.

I think frankly all of the talk about visa restrictions is becoming quite an irritant because it is going on on a weekly basis. It’s anecdotal commentary in the media and a lot of it is for shock value and at Wynn Macau particularly, when we look at the 51% of the visitors that come into Macau, they are from Mainland China; 40% of that 51% are on individual visitor schemes, 21 of the 49 cities are in Guangdong and that seems to be the area that people talk about where the visas are being restricted. It leaves 28 cities visas aren’t being restricted and we had a very, very active busy October holiday and the period after the October holiday was a classic lull after the storm and business has been picking back up again. So October is looking promising for everybody, so it’s a bit too early to comment and frankly commenting on it week in and week out, we’ve had very sustainable growth in the marketplace. We’ve had a very, very sustainable recovery through the summer and most of the businesses in the city should be pleased with where things are at.

We don’t feel uncertainty in Macau.

That’s good. And then anything with Singapore starting to open up, do you guys even bother to take any kind of marketing or something or --

No, no -- that’s a question that came up during my road show -- what about Singapore? Please understand this -- if the central government felt that there was a threat to its gaming revenue or its position as a destination resort, the city of Macau, they could change the visa program for Singapore in 10 seconds, which they won't need to do because in China the amount of people that want to come to Macau is so gigantic and overwhelming that it’s necessary for them to keep complete border and passport control at both SARs, Hong Kong and Macau. That is why they have borders and visas because if they did not, the streets of Macau and Hong Kong would be overrun by visitation from Mainland China. The central government of China in four seconds flat can change a visa policy in nine cities that are the size of Chicago and you wouldn’t be able to walk in Macau. The notion that Singapore is somehow a threat to Macau because they have a better tax rate for junket operators is a notion conceived by somebody who doesn’t understand how the --

No, and I challenge how many of those junket operators actually get licensed in Singapore anyway.

But that’s not to say that Singapore won't be successful because of business in its own area. So please don’t confuse my remarks.

I understand.

The Sands and K.T. Lim’s company from [Genping] as I understand it have built very -- I saw the Sands project when I was there on the roadshow a couple of weeks ago and the two structures look very imposing and dramatic at Marina South. I did not see K.T. Lim’s place at Santosa but that’s a special market unto itself. It’s a 3.5 hour plane ride from Macau. It’s sort of like going almost going coast to coast in the United States -- maybe from Detroit or something to Las Vegas. But Singapore could be very successful in its own right but to be a threat to Macau is not a thing that we are worried about.

All right, well, I’m glad to hear that and thank you very much, Steve.

Your next question comes from the line of David Bain.

Thank you. Could we get your outlook on Cotai and if there is any potential timing on a build-out there? From a design concept also, how will this be different than your current offerings in Las Vegas and Macau?

We are working on the project in Cotai and I said on the road show and I want to repeat it on this phone call -- that until we are finished and that we’ve made the changes and we are satisfied with the end project, we won't discuss it or show it, first of all because it’s best not to show something until you feel they’ve finished the job of designing it and secondly, we’d like to give our competitors the least amount of time to learn about it.

Okay. Also, if you were to win Aqueduct, can you give us a sense how that plays into the Wynn strategy? I mean, one of the negative arguments I hear is that Wynn is always the most premium property and premium gaming jurisdiction. It seems like Aqueduct is in a different category. Does this suggest change maybe in the growth strategy?

I really don’t want to discuss Aqueduct per se. We’d prefer to talk about deals we’ve made, not ones we haven’t. But we are a company of professionals that operate the business of gaming establishments, some more ambitious than others. And our sensitivity to customers is the secret of our success and a sensitivity to any customer is a sensitivity to any customer, so it would be improper to think that we can only deal to one kind of customer. We do prefer when it comes to hotels in destination resort cities to cater to the top end of the market. But I want to remind you that when we were in the Golden Nugget downtown, we made more money than -- substantially more money and grossed more money and netted more money than all of Freemont Street establishments combined.

Oh, okay.

So what you are -- the question you are asking me is a direct result of the foolish kind of publicity put out by our competitors in an attempt to undermine our posture in this process in New York. But it really doesn’t make any sense if you think about it.

Okay, and then I know you spoke in kind of granular terms to some of the visa policy changes but just in your sense, when you speak to government officials, do you sense any potential positive or negative additional changes in the near-term?

I think that the central government in conjunction with the government of Macau takes a good look at what is going on in the marketplace, the amount of traffic going through the borders, and visitation patterns, the effect that it has on the people who live and work in Macau, and they ask themselves is our government policy increasing the standard of living and making a better life for the people who live in Macau while it accomplishes the goal of making a destination and resort city of Macau? Those are two goals. Sometimes they are consistent and sometimes they are not. What happens with this visa program is that they use it to balance the interest of these two items.

Okay.

And that does change from time to time. The last time when the visa restrictions were tightened was when the city was really markedly overheated and the people who work there couldn’t afford the rents on the apartments because the landlords in this frenzy of speculation were raising rents by 100% and 200% in the same two or three month period. And although people had very good jobs with us, their standard of living was declining.

Okay, that’s interesting. Thank you.

Your next question comes from the line of David Katz.

Two questions -- one, your corporate expense came in a little bit lower than what we were expecting and what it’s been running and if we could talk about the drivers there and take maybe a forward look at that. And then my second question is on the new facility in Macau, the Wynn Macau, if you could give us some thoughts or some forward-looking information on how you expect the profitability of that incremental supply to ramp, that would be helpful. Thanks.

In respect to the last part of your question, there was a good deal of information published during our road show about the impending arrival of Wynn Macau and I think that everything you’d want to know is spelled out with big back up in those documents that Matt and I -- correct me if I’m wrong -- that Matt and I thought were pretty accurate. Would you say so, Matt?

Yeah, that’s right, Steve. That’s right.

Okay, as far as corporate expenses, Matt, you can deal with that.

Well on corporate expenses, really it’s just due to the cost savings initiatives that we put in place at the end of last year and largely the payroll cuts that happened from the Chairman all the way down, the 15% payroll cuts and the reduced bonuses. So I think that’s the majority of the corporate expenses.

When we cut the bonus program, we started with me.

Okay, and so what we are seeing here of $8.9 million, is that something we should consider within a range of a run-rate going forward?

I don’t want to make projections, David. I mean, as you can see, in the second quarter I think it was $6.7 million, so sequentially it has gone up a little bit as we look at various programs and developments, so I wouldn’t assume that in this time, that’s a good run-rate.

Okay, perfect. Thank you.

Your next question comes from the line of Robin Farley.

I had a couple of questions -- one is on your comment about the dollar and kind of wanting to get out of the U.S. dollar, just given that the Hong Kong dollar is tied to the U.S. dollar and the [Pataka] to the Hong Kong dollar, I just wanted to understand what you might be implying about investments in Asia regarding that comment. And then secondly, your comment, I know you made a general comment about the value of your assets but can you comment specifically on interests and there are a lot of partial projects or even just land with strip frontage in Las Vegas that --

Robin, I can't understand you. You’re speaking too softly. Would you repeat the second part a little louder, please?

Sure. The second question was there’s a lot available in Las Vegas in terms of projects partially complete or just land available with strip frontage and I know you made a general comment about assets but can you comment specifically on interest that you might have or not have in either strip frontage, either partial projects or land available for development, that kind of thing.

Second part first -- until we understand what is going on in this country, we will not be expanding anything here. Period. As to the first part of your question, we have converted to U.S. dollars all of the money that we generate in Asia for the past few years. Matt can comment on it but I want to stop doing that.

Robin, we’re looking at various cash management alternatives overseas, not just in Hong Kong dollars but in other jurisdictions, so we are looking at a comprehensive international program to get the best returns.

Okay, great, thanks. And then just the final question on Las Vegas when you look at that little sequential up-tick in expenses as your revenues have up-ticked a little bit, you mentioned some of the things were seasonal hiring and the headliner expense. Can you give us some color on what you expect going forward? In other words, how much of the cost reduction that we saw earlier this year is going to be sustainable sequentially or how much of this other kind of little pick-up can we expect?

Well, one thing that is going to impact the company on the expense line and on the revenue line even more is the arrival of Garth Brooks in the fourth quarter. Now this event of Garth coming out of retirement and doing 15 weekends a year in Las Vegas is a big deal. He was the most successful solo performer in the world at the time of his retirement when he wanted to become a full-time dad 10 years ago or so. He has five years to go before his youngest daughter goes off to college at age 18 and he has vowed that he would take them to school himself every morning and pick them up every afternoon and by golly, he does exactly that every day. And we got him to do this by at first buying him a jet for several million dollars so that he could come and go from Tulsa, Oklahoma every Friday and go home on Sunday. And that has worked out great for Garth Brooks and for ourselves. And I think it became obvious we sold the first 20 shows completely I think in less than six or seven hours Saturday. This event has an incredible impact on the company. People are calling and coming that haven’t been to Las Vegas in a long time and they cover the full spectrum of people. Brooks is more than a country singer -- he’s a crossover artist of enormous popularity. And as you make a deal, the most -- Robin, the most complicated part of our business, the most esoteric and difficult to predict part of my business for the past 40 years has been entertainment. It’s very tricky. It’s very expensive. The safest thing in the old days was to put in a show…

Outside of entertainment expenses, are there other areas or would you expect the expenses outside of that and gaming taxes to remain at current levels?

Andy.

I think things will kind of continue to trend as they have last quarter.

So kind of up low single digit you are saying -- in other words, trend and the rate of increase or trend flat?

I’m saying trend flat to where they are now, so our current expense rate is what we anticipate going forward. There will be some benefit in terms of the utility expense --

Last quarter included Beyonce, Robin.

Great. Thank you.

Your next question comes from the line of Dennis Forst.

Good morning. I have a question for Matt about upcoming quarters with the income statement. Now that Macau is 75% owned, how will you back out that portion of contribution that will go to the minority shareholders, Matt?

The way that it is disclosed now is slightly different than in the past. You actually go down to the net income line 100% and then underneath the net income line, there will be net income attributable to non-controlling interest and then net income attributable to Wynn, so it won't actually show up in the income statement but it will be right underneath. And then you will see the 27% of the Macau on there.

It will be in the income statement, won't it?

It will but I’m saying it will go to net income first, which will -- as opposed to in the old days you had minority interest before net income. Now you go all the way down to net income at 100% and then underneath that you break out what net income is attributable to non-controlling interest and what is attributable to Wynn.

Okay, and --

And that will start next quarter.

Yeah, and then on your net debt, I think you had something over $4 billion of gross debt.

Yeah, it’s 4.2, roughly.

Right, and $3 billion of cash and actually a portion of that gross debt now is attributable to the minority shareholders in Macau, maybe $350 million, $400 million?

You can look at it like that, the 27% of the $1.5 billion in Macau.

Yeah, that’s exactly how I was looking at it.

And you would do the same with the -- Wynn Macau has roughly $1 billion of cash of that $3 billion. The $2 billion is with the parent company and its immediate subsidiary.

Okay, so then we’ve got to give that $1 billion a haircut also 27%.

Correct, but the $2 billion of cash is owned 100% by the parent.

And the next question, any timing on development at Cotai?

We’ve said before during the road show that we want to get Macau, Wynn Macau open in April and we don’t want to overshadow anything so we are going to concentrate on Wynn Macau and keep our powder dry on Cotai until then.

Okay, so will you expect the Encore then in early spring and then --

I didn’t say that. I said --

-- we’ll hear maybe a second quarter result --

When I am done with my colleagues designing Cotai, we’ll share it with you. I’m not going to tell you what the date is of that because I don’t know.

Okay, the last question, Steve, you know more about Las Vegas than anybody -- after city center opens, would you expect any other capacity to come on in the next couple of years?

You have to ask yourself what will become of [Fountain Bleu]? It’s looming next to us. It’s fully erected as far as the structure goes. It’s clad in this blue glass. The podium part is unfinished and the walls aren’t on, it’s open to the environment. I’ve never been in it, I don’t know what stage the interiors are. It’s disconcerting, as you can imagine, as disconcerting as the see-through building across the street that was going to be Echelon Place. Those structures, a parking garage, energy plant, the frame of a high rise or two sit there in the desert and very much the way on Cotai some of the buildings associated with the Sands sit as see-through structures that have been abandoned for the moment. And when you look at Echelon Place and you look at Cotai, at the Venetian and at the people from Galaxy next door to Venetian with unfinished buildings and you look at the Fountain Bleu, you are reminded of the chaotic state of business. Some businesses in Las Vegas and around the world.

Yeah, what about Cosmopolitan, getting back to Vegas --

Cosmopolitan is another impending disaster and it’s being funded by a bank at the moment. I don’t know that there is an owner except for the bank. And that sits next to city center and it is crammed in between in and Bellagio, so the landscape in Las Vegas is troubling and it is rife with uncertainty. And these uncertainties have nothing to do with national policy of the government -- these have to do with other factors. That would have occurred anyway. So couple that with uncertainty in the business environment in America, it’s tough -- tough to understand what is going on. My experience, my 40 years in Las Vegas is not serving me very well at the moment.

Okay. Thank you.

This does conclude today’s question-and-answer session. We have run out of time. Please go ahead with any closing remarks.

Very nice talking to you all and if you are out here or you are in China, we’ll be glad to show you around.

Thank you for joining today’s conference call. You may now disconnect.