Wynn Resorts
Annual Report 2011

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2011OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission File No. 000-50028WYNN RESORTS, LIMITED(Exact name of registrant as specified in its charter) NEVADA 46-0484987(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification Number)3131 Las Vegas Boulevard South - Las Vegas, Nevada 89109(Address of principal executive offices) (Zip Code)(702) 770-7555(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value Nasdaq Global Select MarketSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No xIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File requiredto be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes x No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to thebest of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K. ¨Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No xThe aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates based on the closing price as reported on theNASDAQ Global Select Market on June 30, 2011 was approximately $11 billion.As of February 23, 2012, 100,527,776 shares of the registrant’s Common Stock, $.01 par value, were outstanding.Portions of the registrant’s Proxy Statement for its 2012 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal yearcovered by this report are incorporated by reference into Part III of this Form 10-K. Table of ContentsTABLE OF CONTENTS PART I Item 1. Business 3 Item 1A. Risk Factors 17 Item 1B Unresolved Staff Comments 31 Item 2. Properties 31 Item 3. Legal Proceedings 32 Item 4. Mine Safety Disclosures 33 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34 Item 6. Selected Financial Data 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 59 Item 8. Financial Statements and Supplementary Data 63 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 108 Item 9A. Controls and Procedures 108 Item 9B. Other Information 108 PART III Item 10. Directors, Executive Officers and Corporate Governance 109 Item 11. Executive Compensation 109 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 109 Item 13. Certain Relationships and Related Transactions, and Director Independence 110 Item 14. Principal Accountant Fees and Services 110 PART IV Item 15. Exhibits and Financial Statement Schedules 111 Signatures 128 2Table of ContentsPART I ITEM 1.BUSINESSOverviewWynn Resorts, Limited, a Nevada corporation, was formed in June 2002, is led by Chairman and Chief Executive Officer, Stephen A. Wynn, and is aleading developer, owner and operator of destination casino resorts. We own and operate two destination casino resorts. In Las Vegas, Nevada, we own andoperate “Wynn Las Vegas,” which includes “Encore at Wynn Las Vegas.” In the Macau Special Administrative Region of the People’s Republic of China(“Macau”) we own and operate “Wynn Macau” which includes “Encore at Wynn Macau.” We present our results based on the following two segments: LasVegas Operations and Macau Operations. For more information on the financial results for our segments, see Item 8 “Financial Statements”, Note 17 “SegmentInformation.”Unless the context otherwise requires, all references herein to “Wynn Resorts,” the “Company,” “we,” “us” or “our,” or similar terms, refer to WynnResorts, Limited and its consolidated subsidiaries.Wynn Resorts files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments of such reports withthe Securities and Exchange Commission (“SEC”). Any document Wynn Resorts files may be inspected, without charge, at the SEC’s public reference roomat 100 F Street, N.E. Washington, D.C. 20549 or at the SEC’s internet site address at http://www.sec.gov. Information related to the operation of the SEC’spublic reference room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, through our own internet address at www.wynnresorts.com, WynnResorts provides a hyperlink to a third-party SEC filing website which posts these filings as soon as reasonably practicable, where they can be reviewedwithout charge. The information found on our website is not a part of this Annual Report on Form 10-K or any other report we file or furnish to the SEC.Our ResortsLas Vegas OperationsWynn Las Vegas opened on April 28, 2005. On December 22, 2008, we opened Encore at Wynn Las Vegas, an expansion of Wynn Las Vegas. We referto the fully integrated Wynn Las Vegas and Encore at Wynn Las Vegas resort as our “Las Vegas Operations.” We believe that this resort offers exceptionalaccommodations, amenities and service. For the sixth consecutive year, The Tower Suites at Wynn Las Vegas has received both the Forbes five-star and AAAfive-diamond distinctions. The Spa at Wynn Las Vegas earned five-star recognition from Forbes for the fourth year in a row. The Spa at Wynn Las Vegas andthe Spa at Encore are two of only four spas in Las Vegas to be recognized with the Forbes five-star award.Our Las Vegas Operations feature approximately 4,750 hotel rooms and suites, 220 table games, 2,430 slot machines and a poker room inapproximately 186,000 square feet of casino gaming space, (including a sky casino and private gaming salons), casual and fine dining in 35 food andbeverage outlets, two spas and salons, lounges, and approximately 97,000 square feet of retail space featuring boutiques from Alexander McQueen, Brioni,Cartier, Chanel, Dior, Graff, Hermes, Loro Piana, Louis Vuitton, Manolo Blahnik, Oscar de la Renta, Vertu and others. Our Las Vegas Operations also offerthree nightclubs, a beach club, a Ferrari and Maserati automobile dealership, wedding chapels, an 18-hole golf course, approximately 283,000 square feet ofmeeting space, a specially designed theater presenting “Le Rêve-The Dream,” a water-based theatrical production, and an Encore Theater presenting GarthBrooks and other headliner entertainment acts. We believe that the unique experience of our Las Vegas Operations drives the significant visitation experiencedsince opening.Macau OperationsWynn Macau opened on September 6, 2006. On April 21, 2010, we opened Encore at Wynn Macau, an expansion of Wynn Macau. We refer to thefully integrated Wynn Macau and Encore at Wynn Macau resort as 3Table of Contentsour “Macau Operations.” We believe that this resort offers exceptional accommodations, amenities and service. For the fourth consecutive year, Wynn Macauand The Spa at Wynn Macau received the Forbes five-star distinction.Our Macau Operations feature approximately 1,008 hotel rooms and suites, 486 table games, 930 slot machines and a poker pit in approximately265,000 square feet of casino gaming space, (including a sky casino and private gaming salons), casual and fine dining in eight restaurants, two spas and asalon, lounges, meeting facilities and approximately 54,200 square feet of retail space featuring boutiques from Bvlgari, Cartier, Chanel, Dior, Dunhill,Ferrari, Giorgio Armani, Gucci, Hermes, Hugo Boss, Louis Vuitton, Miu Miu, Piaget, Prada, Rolex, Tiffany, Tudor, Vacheron Constantin, Van Cleef &Arpels, Versace, Vertu, Zegna and others. Our Macau Operations include a show in the rotunda featuring a Chinese zodiac-inspired ceiling andinterchangeable gold “prosperity tree” and “dragon of fortune” attractions.See Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” forinformation about our net revenues.Construction and Development OpportunitiesIn January 2011, we completed a refurbishment and upgrade to the resort rooms at Wynn Las Vegas. A remodel of the suites was completed in earlyMay 2011. These remodels were completed at a cost of $61 million.In the ordinary course of our business, in response to market developments and customer preferences, we have made and continue to make certainenhancements and refinements to our resort complexes.In 2011, we formally accepted the terms and conditions of a draft land concession contract from the Macau government for approximately 51 acres ofland in the Cotai area of Macau. In December 2011, we paid the initial deposit of $62.5 million pursuant to this draft land concession contract. Followinggovernment approval, we anticipate constructing on this site a full-scale integrated resort containing a casino, approximately 2,000 hotel suites, convention,retail, entertainment and food and beverage offerings. We continue to finalize the project scope, timeline and budget.Our StrategyWe believe that Steve Wynn is the preeminent designer, developer and operator of destination casino resorts and has developed brand name status.Mr. Wynn’s involvement with our casino resorts provides a distinct advantage over other gaming enterprises. We integrate luxurious surroundings, distinctiveentertainment and superior amenities, including convention facilities, entertainment, fine dining and premium retail offerings, to create resorts that appeal to avariety of customers.Our resorts are designed and built to provide a premium experience. Wynn Las Vegas and Wynn Macau are positioned as full-service luxury resorts andcasinos in the leisure, convention and tour and travel industries. We market these resorts directly to gaming customers using database marketing techniques,as well as traditional incentives, including reduced room rates and complimentary meals and suites. Our rewards system offers discounted andcomplimentary meals, lodging and entertainment for our guests. We also create general market awareness for our resorts through various media channels,including social media, television, radio, newspapers, magazines, the internet, direct mail and billboards.Mr. Wynn and his team bring significant experience in designing, developing and operating casino resorts. The senior executive team has an average ofover 25 years of experience in the hotel and gaming industries. We also have an approximately 90-person design, development and construction subsidiary, thesenior management of which has significant experience in all major construction disciplines.We continually seek out new opportunities for additional gaming or related businesses, in the United States, and worldwide. 4Table of ContentsMarket and CompetitionLas VegasLas Vegas is the largest gaming market in the United States. The casino/hotel industry in Las Vegas is highly competitive. Over the last several years,Las Vegas has been impacted by economic disruptions. In 2011, Las Vegas visitation and gaming statistics began to improve, but uncertainty remainsregarding the future gaming, tourism and convention environment. Our Las Vegas Operations are located on the Las Vegas Strip and compete with other high-quality resorts and hotel casinos in Las Vegas. Many competing properties draw a significant number of visitors and directly compete with our operations.Resorts located on or near the Las Vegas Strip compete with other Las Vegas Strip hotels and with other hotel casinos in Las Vegas on the basis of overallatmosphere, range of amenities, level of service, price, location, entertainment, themes and size, among other factors. We seek to differentiate our Las VegasOperations from other major Las Vegas resorts by concentrating on our fundamental elements of design, atmosphere, personal service and luxury.Our Las Vegas Operations also compete, to some extent, with other hotel/casino facilities in Nevada and throughout the United States, casino resortsthroughout Asia, and elsewhere in the world. In addition, the legalization of casino gaming in or near metropolitan areas from which we attract customers, suchas the recently passed legislation in Massachusetts, could have a negative effect on our business. New or renovated casinos in Asia, including two new resortsin Singapore, resorts in the Philippines, and our resort in Macau, could draw gaming customers away from Las Vegas.MacauMacau, which was a Portuguese colony for approximately 450 years, was transferred from Portuguese to Chinese political control in December 1999.Macau is governed as a special administrative region of China and is located approximately 37 miles southwest of, and approximately one hour away via ferryfrom, Hong Kong. Macau, which has been a casino destination for more than 40 years, consists principally of a peninsula on mainland China, and twoneighboring islands, Taipa and Coloane. We believe that Macau is located in one of the world’s largest concentrations of potential gaming customers.According to Macau Statistical Information, casinos in Macau, the largest gaming market in the world, generated approximately $33.5 billion in gamingrevenue in 2011, a 42% increase over the approximately $23.5 billion generated in 2010.Macau’s gaming market is primarily dependent on tourists. Tourist arrivals in 2011 were 28 million, compared to 25 million in 2010. The Macaumarket has also experienced tremendous growth in capacity in the last few years. As of December 31, 2011, there were 22,356 hotel rooms and 5,302 tablegames in Macau, compared to 12,978 hotel rooms and 2,762 table games as of December 31, 2006.Gaming customers traveling to Macau have typically come from nearby destinations in Asia including Hong Kong, mainland China, Taiwan, SouthKorea and Japan. According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, approximately 89% of the tourists who visited Macauin 2011 came from mainland China, Hong Kong and Taiwan. Macau completed construction of an international airport in 1995, which accommodates largecommercial aircraft and provides direct air service to major cities in Asia, including Beijing, Shanghai, Jakarta, Taipei, Manila, Singapore and Bangkok.Travel to Macau by citizens of mainland China requires a visa. Chinese government officials have, on occasion, exercised their authority to adjust the visapolicy and may do so in the future.Prior to 2002, gaming in Macau was permitted as a government-sanctioned monopoly concession awarded to a single concessionaire. However, thegovernment of Macau liberalized the gaming industry in 2002 by granting concessions to operate casinos to three concessionaires (including Wynn Macau),who in turn were permitted, subject to the approval of the government of Macau, to each grant one sub-concession to other gaming operators. There is no limitto the number of casinos each concessionaire is permitted to operate, but each facility is subject to government approval. Currently, there are 34 operatingcasinos in Macau. 5Table of ContentsIn 2002, the other two concessions were granted to Sociedade de Jogos de Macau (“SJM”) and Galaxy Entertainment Group Limited (“Galaxy”). SJM,which is controlled by the family of Stanley Ho, operates 20 of the 34 existing casinos, including the Hotel Lisboa and The Grand Lisboa. In addition, anaffiliate of SJM owns one of three water ferry services and the helicopter shuttle service that links Macau to Hong Kong. SJM is a Hong Kong Stock Exchangelisted company.Galaxy owns the Waldo Hotel/Casino located on the Macau peninsula, Galaxy Star World hotel casino located immediately adjacent to Wynn Macau, theGrand Waldo Cotai and Galaxy Cotai. Galaxy is a Hong Kong Stock Exchange listed company.Las Vegas Sands Corp., the owner and operator of The Venetian and The Palazzo resorts in Las Vegas and a former partner of Galaxy, entered into asub-concession agreement with Galaxy in 2002 which allows it to independently develop and operate casinos in Macau. The Las Vegas Sands Corp. or itsaffiliate owns and operates the Sands Macao, The Venetian Macao Resort Hotel, the largest casino resort in Macau and the Four Seasons Hotel Macau, locatedadjacent to the Venetian Macao. In addition, an affiliate of Las Vegas Sands Corp. is expected to open Sands Cotai Central, commencing in phases, in 2012,which will include additional hotel properties as well as gaming and retail space. In late 2009, Las Vegas Sands Corp. completed the initial public offering ofSands China, Ltd. on the Hong Kong Stock Exchange.A joint venture consisting of Melco, a Hong Kong Stock Exchange-listed company, and Crown, Ltd., an Australian company, is currently operating theAltira and the City of Dreams, a large resort in Cotai. This joint venture operates its properties under a subconcession purchased from Wynn Macau in 2006.In December 2011, Melco Crown, a NASDAQ listed company, completed its dual listing and started trading on the Hong Kong Stock Exchange.In December 2007, a joint venture of MGM Resorts International and Pansy Ho Chiu-king opened the MGM Grand Macau, a resort on the Macaupeninsula adjacent to Wynn Macau. The MGM Grand Macau is operated pursuant to a subconcession granted to the joint venture by SJM. In June 2011,MGM Resorts International and Pansy Ho Chiu-king completed the initial public offering of MGM China Holdings Limited on the Hong Kong StockExchange.Our casino concession agreement currently allows the government to grant additional concessions for the operation of casinos. If the government ofMacau awards additional concessions or permits additional sub-concessionaires, Wynn Macau will face increased competition from casino operators inMacau. Resorts located on or near Macau compete with other hotels and with other hotel casinos in Macau on the basis of overall atmosphere, range ofamenities, level of service, price, location, entertainment and size, among other factors.Wynn Macau faces competition from casinos located in other areas of Asia, including the Marina Bay Sands and Resorts World Sentosa resortsoperating in Singapore, Genting Highlands Resort, a major gaming and resort destination located outside of Kuala Lumpur, Malaysia, and casinos in thePhilippines. Wynn Macau also encounters competition from other major gaming centers located around the world, including Australia and Las Vegas, cruiseships in Asia that offer gaming, and other casinos throughout Asia.Geographic DataGeographic data are reported in Note 17 to the consolidated financial statements. Additional financial data about our geographic operations is provided inItem 7 “Management’s Discussion of Analysis of Financial Condition and Results of Operations.”Regulation and LicensingThe gaming industry is highly regulated. Gaming registrations, licenses and approvals, once obtained, can be suspended or revoked for a variety ofreasons. We cannot assure you that we will obtain all required registrations, licenses and approvals on a timely basis or at all, or that, once obtained, theregistrations, findings 6Table of Contentsof suitability, licenses and approvals will not be suspended, conditioned, limited or revoked. If we are ever prohibited from operating one of our gamingfacilities, we would, to the extent permitted by law, seek to recover our investment by selling the property affected, but we cannot assure you that we couldrecover full value.NevadaIntroduction. The ownership and operation of casino gaming facilities in the State of Nevada are subject to the Nevada Gaming Control Act and theregulations made under the Act, as well as to various local ordinances. Our Las Vegas Operations are subject to the licensing and regulatory control of theNevada Gaming Commission, the Nevada State Gaming Control Board and the Clark County Liquor and Gaming Licensing Board, which we refer to hereincollectively as the “Nevada Gaming Authorities.”Policy Concerns of Gaming Laws. The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarationsof public policy. Such public policy concerns include, among other things: • preventing unsavory or unsuitable persons from being directly or indirectly involved with gaming at any time or in any capacity; • establishing and maintaining responsible accounting practices and procedures; • maintaining effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs andsafeguarding assets and revenue, providing reliable recordkeeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; • preventing cheating and fraudulent practices; and • providing a source of state and local revenue through taxation and licensing fees.Changes in applicable laws, regulations and procedures could have significant negative effects on our Las Vegas gaming operations and our financialcondition and results of operations.Owner and Operator Licensing Requirements. Our subsidiary, Wynn Las Vegas, LLC, the owner and operator of our Las Vegas Operations, hasbeen approved by the Nevada Gaming Authorities as a limited liability company licensee, referred to as a company licensee, which includes approval toconduct casino gaming operations, including a race book and sports pool and pari-mutuel wagering. These gaming licenses are not transferable.Company Registration Requirements. Wynn Resorts was found suitable by the Nevada Gaming Commission to own the equity interests of WynnResorts Holdings, LLC (“Wynn Resorts Holdings”), a wholly-owned subsidiary of Wynn Resorts, and to be registered by the Nevada Gaming Commissionas a publicly traded corporation, referred to as a registered company, for the purposes of the Nevada Gaming Control Act. Wynn Resorts Holdings was foundsuitable by the Nevada Gaming Commission to own the equity interests of Wynn Las Vegas, LLC and to be registered by the Nevada Gaming Commission asan intermediary company. In addition to being licensed, Wynn Las Vegas, LLC, as an issuer of First Mortgage Notes registered with the SEC, also qualifiedas a registered company. Wynn Las Vegas Capital Corp., a co-issuer of the First Mortgage Notes, was not required to be registered or licensed, but may berequired to be found suitable as a lender or financing source.Periodically, we are required to submit detailed financial and operating reports to the Nevada Gaming Commission and provide any other informationthat the Nevada Gaming Commission may require. Substantially all of our material loans, leases, sales of securities and similar financing transactions mustbe reported to, and/or approved by, the Nevada Gaming Commission.Individual Licensing Requirements. No person may become a more than 5% stockholder or member of, or receive any percentage of the profits of, anintermediary company or company licensee without first obtaining 7Table of Contentslicenses and approvals from the Nevada Gaming Authorities. The Nevada Gaming Authorities may investigate any individual who has a material relationshipto or material involvement with us to determine whether the individual is suitable or should be licensed as a business associate of a gaming licensee. Certain ofour officers, directors and key employees have been or may be required to file applications with the Nevada Gaming Authorities and are or may be required tobe licensed or found suitable by the Nevada Gaming Authorities. All applications required as of the date of this report have been filed. However, the NevadaGaming Authorities may require additional applications and may also deny an application for licensing for any reason which they deem appropriate. A findingof suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. Anapplicant for licensing or an applicant for a finding of suitability must pay or must cause to be paid all the costs of the investigation. Changes in licensedpositions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensing,the Nevada Gaming Authorities have the jurisdiction to disapprove a change in a corporate position.If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having arelationship with us, we would have to sever all relationships with that person. In addition, the Nevada Gaming Commission may require us to terminate theemployment of any person who refuses to file appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject tojudicial review in Nevada.Redemption of Securities Owned By an Unsuitable Person. The Company’s articles of incorporation provide that, to the extent required by thegaming authority making the determination of unsuitability or to the extent the board of directors determines, in its sole discretion, that a person is likely tojeopardize the Company’s or any affiliate’s application for, receipt of, approval for, right to the use of, or entitlement to, any gaming license, shares of WynnResorts’ capital stock that are owned or controlled by an unsuitable person or its affiliates are subject to redemption by Wynn Resorts. The redemption pricewill be the amount, if any, required by the gaming authority or, if the gaming authority does not determine the price, the sum deemed by the board of directorsto be the fair value of the securities to be redeemed. If Wynn Resorts determines the redemption price, the redemption price will be capped at the closing price ofthe shares on the principal national securities exchange on which the shares are listed on the trading day before the redemption notice is given. If the shares arenot listed on a national securities exchange, the redemption price will be capped at the closing sale price of the shares as quoted on The NASDAQ GlobalSelect Market or if the closing price is not reported, the mean between the bid and ask prices, as quoted by any other generally recognized reporting system.Wynn Resorts’ right of redemption is not exclusive of any other rights that it may have or later acquire under any agreement, its bylaws or otherwise. Theredemption price may be paid in cash, by promissory note, or both, as required, and pursuant to the terms established by, the applicable Gaming Authorityand, if not, as the Board of Directors of Wynn Resorts elects, and as set forth in the Company’s articles of incorporation.Consequences of Violating Gaming Laws. If the Nevada Gaming Commission determines that we have violated the Nevada Gaming Control Act orany of its regulations, it could limit, condition, suspend or revoke our registrations and gaming license. In addition, we and the persons involved could besubject to substantial fines for each separate violation of the Nevada Gaming Control Act, or of the regulations of the Nevada Gaming Commission, at thediscretion of the Nevada Gaming Commission. Further, the Nevada Gaming Commission could appoint a supervisor to operate our Las Vegas Operationsand, under specified circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the premises) could beforfeited to the State of Nevada. Limitation, conditioning or suspension of any of our gaming licenses and the appointment of a supervisor could, andrevocation of any gaming license would, have a significant negative effect on our gaming operations.Requirements for Voting or Nonvoting Securities Holders. Regardless of the number of shares held, any beneficial owner of Wynn Resorts’ votingor nonvoting securities may be required to file an application, be investigated and have that person’s suitability as a beneficial owner of voting securitiesdetermined if the Nevada Gaming Commission has reason to believe that the ownership would be inconsistent with the declared policies of the State of Nevada.If the beneficial owner of the voting or nonvoting securities of Wynn Resorts who must be 8Table of Contentsfound suitable is a corporation, partnership, limited partnership, limited liability company or trust, it must submit detailed business and financialinformation including a list of its beneficial owners. The applicant must pay all costs of the investigation incurred by the Nevada Gaming Authorities inconducting any investigation.The Nevada Gaming Control Act requires any person who acquires more than 5% of the voting securities of a registered company to report theacquisition to the Nevada Gaming Commission. The Nevada Gaming Control Act requires beneficial owners of more than 10% of a registered company’svoting securities to apply to the Nevada Gaming Commission for a finding of suitability within 30 days after the Chairman of the Nevada State GamingControl Board mails the written notice requiring such filing. However, an “institutional investor,” as defined in the Nevada Gaming Control Act, whichbeneficially owns more than 10% but not more than 11% of a registered company’s voting securities as a result of a stock repurchase by the registeredcompany may not be required to file such an application. Further, an institutional investor which acquires more than 10%, but not more than 25%, of aregistered company’s voting securities may apply to the Nevada Gaming Commission for a waiver of a finding of suitability if the institutional investor holdsthe voting securities for investment purposes only. An institutional investor that has obtained a waiver may hold more than 25% but not more than 29% of aregistered company’s voting securities and maintain its waiver where the additional ownership results from a stock repurchase by the registered company. Aninstitutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in theordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members ofthe board of directors of the registered company, a change in the corporate charter, bylaws, management, policies or operations of the registered company, orany of its gaming affiliates, or any other action which the Nevada Gaming Commission finds to be inconsistent with holding the registered company’s votingsecurities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include: • voting on all matters voted on by stockholders or interest holders; • making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to causea change in management, policies or operations; and, • other activities that the Nevada Gaming Commission may determine to be consistent with such investment intent.The articles of incorporation of Wynn Resorts include provisions intended to assist its implementation of the above restrictions.Wynn Resorts is required to maintain a current stock ledger in Nevada which may be examined by the Nevada Gaming Authorities at any time. If anysecurities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada GamingAuthorities. A failure to make the disclosure may be grounds for finding the record holder unsuitable. We are required to provide maximum assistance indetermining the identity of the beneficial owner of any of Wynn Resorts’ voting securities. The Nevada Gaming Commission has the power to require the stockcertificates of any registered company to bear a legend indicating that the securities are subject to the Nevada Gaming Control Act. The certificates representingshares of Wynn Resorts’ common stock note that the shares are subject to a right of redemption and other restrictions set forth in Wynn Resorts’ articles ofincorporation and bylaws and that the shares are, or may become, subject to restrictions imposed by applicable gaming laws. 9Table of ContentsConsequences of Being Found Unsuitable. Any person who fails or refuses to apply for a finding of suitability or a license within 30 days afterbeing ordered to do so by the Nevada Gaming Commission or by the Chairman of the Nevada State Gaming Control Board, or who refuses or fails to pay theinvestigative costs incurred by the Nevada Gaming Authorities in connection with the investigation of its application, may be found unsuitable. The samerestrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds,directly or indirectly, any beneficial ownership of any voting security or debt security of a registered company beyond the period of time as may be prescribedby the Nevada Gaming Commission may be guilty of a criminal offense. We will be subject to disciplinary action if, after we receive notice that a person isunsuitable to hold an equity interest or to have any other relationship with us, we: • pay that person any dividend or interest upon any voting securities; • allow that person to exercise, directly or indirectly, any voting right held by that person relating to Wynn Resorts; • pay remuneration in any form to that person for services rendered or otherwise; or, • fail to pursue all lawful efforts to require the unsuitable person to relinquish such person’s voting securities including, if necessary, the immediatepurchase of the voting securities for cash at fair market value.Gaming Laws Relating to Debt Securities Ownership. The Nevada Gaming Commission may, in its discretion, require the owner of any debt orsimilar securities of a registered company, to file applications, be investigated and be found suitable to own the debt or other security of the registered companyif the Nevada Gaming Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State ofNevada. If the Nevada Gaming Commission decides that a person is unsuitable to own the security, then under the Nevada Gaming Control Act, the registeredcompany can be sanctioned, including the loss of its approvals if, without the prior approval of the Nevada Gaming Commission, it: • pays to the unsuitable person any dividend, interest or any distribution whatsoever; • recognizes any voting right by the unsuitable person in connection with the securities; • pays the unsuitable person remuneration in any form; or, • makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.Approval of Public Offerings. We may not make a public offering without the prior approval of the Nevada Gaming Commission if the proceeds fromthe offering are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes orfor similar transactions. On March 24, 2011, the Nevada Gaming Commission granted us and Wynn Las Vegas, LLC prior approval, subject to certainconditions, to make public offerings for a period of two years (the “Shelf Approval”). The Shelf Approval also applies to any affiliated company whollyowned by us which is a publicly traded corporation or would thereby become a publicly traded corporation pursuant to a public offering. The Shelf Approvalmay be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada State Gaming ControlBoard. The Shelf Approval does not constitute a finding, recommendation or approval by any of the Nevada Gaming Authorities as to the accuracy oradequacy of the offering memorandum or the investment merits of the securities. Any representation to the contrary is unlawful.Approval of Changes in Control. A registered company must obtain the prior approval of the Nevada Gaming Commission with respect to a changein control through merger; consolidation; stock or asset acquisitions; management or consulting agreements; or any act or conduct by a person by which theperson obtains control of the registered company. 10Table of ContentsEntities seeking to acquire control of a registered company must satisfy the Nevada State Gaming Control Board and Nevada Gaming Commission withrespect to a variety of stringent standards before assuming control of the registered company. The Nevada Gaming Commission may also require controllingstockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigatedand licensed as part of the approval process relating to the transaction.Approval of Defensive Tactics. The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of votingsecurities and corporate defense tactics affecting Nevada corporate gaming licensees or affecting registered companies that are affiliated with the operations ofNevada gaming licensees may be harmful to stable and productive corporate gaming. The Nevada Gaming Commission has established a regulatory scheme toreduce the potential adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy in order to: • assure the financial stability of corporate gaming licensees and their affiliated companies; • preserve the beneficial aspects of conducting business in the corporate form; and, • promote a neutral environment for the orderly governance of corporate affairs.Approvals may be required from the Nevada Gaming Commission before a registered company can make exceptional repurchases of voting securitiesabove its current market price and before a corporate acquisition opposed by management can be consummated. The Nevada Gaming Control Act alsorequires prior approval of a plan of recapitalization proposed by a registered company’s board of directors in response to a tender offer made directly to itsstockholders for the purpose of acquiring control.Fees and Taxes. License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State ofNevada and to the counties and cities in which the licensed subsidiaries’ respective operations are conducted. Depending upon the particular fee or taxinvolved, these fees and taxes are payable monthly, quarterly or annually and are based upon: • a percentage of the gross revenue received; • the number of gaming devices operated; or, • the number of table games operated.A live entertainment tax also is imposed on admission charges and sales of food, beverages and merchandise where live entertainment is furnished.Foreign Gaming Investigations. Any person who is licensed, required to be licensed, registered, required to be registered in Nevada, or is undercommon control with such persons (collectively, “licensees”), and who proposes to become involved in a gaming venture outside of Nevada, is required todeposit with the Nevada State Gaming Control Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigationof the Nevada State Gaming Control Board of the licensee’s or registrant’s participation in such foreign gaming. The revolving fund is subject to increase ordecrease at the discretion of the Nevada Gaming Commission. Licensees and registrants are required to comply with the foreign gaming reporting requirementsimposed by the Nevada Gaming Control Act. A licensee or registrant is also subject to disciplinary action by the Nevada Gaming Commission if it: • knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation; • fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations; • engages in any activity or enters into any association that is unsuitable because it poses an unreasonable threat to the control of gaming in Nevada,reflects or tends to reflect, discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada; 11Table of Contents • engages in activities or enters into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees; or, • employs, contracts with or associates with a person in the foreign operation who has been denied a license or finding of suitability in Nevada onthe ground of unsuitability.Licenses for Conduct of Gaming and Sale of Alcoholic Beverages. The conduct of gaming activities and the service and sale of alcoholic beveragesat Wynn Las Vegas is subject to licensing, control and regulation by the Clark County Liquor and Gaming Licensing Board, which has granted Wynn LasVegas, LLC licenses for such purposes. In addition to approving Wynn Las Vegas, LLC the Clark County Liquor and Gaming Licensing Board has theauthority to approve all persons owning or controlling the stock of any corporation controlling a gaming license. Clark County gaming and liquor licenses arenot transferable. The County has full power to limit, condition, suspend or revoke any license. Any disciplinary action could, and revocation would, have asubstantial negative impact upon our operations.MacauGeneral. As a casino concessionaire, Wynn Macau, S.A., an indirect subsidiary of the Company, is subject to the regulatory control of theGovernment of Macau. The government has adopted Laws and Administrative Regulations governing the operation of casinos in Macau. Only concessionairesor subconcessionaires are permitted to operate casinos. Subconcessions may be awarded subject to the approval of the Macau government and eachconcessionaire has issued one subconcession. Each concessionaire was required to enter into a concession agreement with the Macau government which,together with the Law and Administrative Regulations, forms the framework for the regulation of the activities of the concessionaire.Under the Law and Administrative Regulations, concessionaires are subject to suitability requirements relating to background, associations andreputation, as are stockholders of 5% or more of a concessionaire’s equity securities, officers, directors and key employees. The same requirements apply toany entity engaged by a concessionaire to manage casino operations. Concessionaires are required to satisfy minimum capitalization requirements, demonstrateand maintain adequate financial capacity to operate the concession and submit to continuous monitoring of their casino operations by the Macau government.Concessionaires also are subject to periodic financial reporting requirements and reporting obligations with respect to, among other things, certain contracts,financing activities and transactions with directors, financiers and key employees. Transfers or the encumbering of interests in concessionaires must bereported to the Macau government and are ineffective without government approval.Each concessionaire is required to engage an executive director who must be a permanent resident of Macau and the holder of at least 10% of the capitalstock of the concessionaire. The appointment of the executive director and of any successor is ineffective without the approval of the Macau government. Allcontracts placing the management of a concessionaire’s casino operations with a third party also are ineffective without the approval of the Macau government.Concessionaires are subject to a special gaming tax of 35% of gross gaming revenue, and must also make an annual contribution of up to 4% of grossgaming revenue for the promotion of public interests, social security, infrastructure and tourism. Concessionaires are obligated to withhold, according to therate in effect as set by the government, from any commissions paid to games promoters. Such withholding rate may be adjusted from time to time.A games promoter, also known as a junket representative, is a person who, for the purpose of promoting casino gaming activity, arranges customertransportation and accommodations, and provides credit in their sole discretion, food and beverage services and entertainment in exchange for commissions orother compensation from a concessionaire. Macau law provides that games promoters must be licensed by the Macau government in order to do business withand receive compensation from concessionaires. For a license to be obtained, direct and indirect owners of 5% or more of a games promoter (regardless of itscorporate form or sole proprietor status), its 12Table of Contentsdirectors and its key employees must be found suitable. Applicants are required to pay the cost of license investigations, and are required to maintainsuitability standards during the period of licensure. The term of a games promoters’ license is one calendar year, and licenses can be renewed for additionalperiods upon the submission of renewal applications. Natural person junket representative licensees are subject to a suitability verification process every threeyears and business entity licensees are subject to the same requirement every six years. The DICJ implemented certain instructions in 2009, which have theforce of law, relating to commissions paid to and by games promoters. Such instructions also impose certain financial reporting and audit requirements ongames promoters.Under Macau law, licensed games promoters must identify outside contractors who assist them in their promotion activities. These contractors aresubject to approval of the Macau government. Changes in the management structure of business entity games promoters licensees must be reported to theMacau government and any transfer or the encumbering of interests in such licensees is ineffective without prior government approval. To conduct gamingpromotion activities licensees must be registered with one or more concessionaires and must have written contracts with such concessionaires, copies of whichmust be submitted to the Macau government.Macau law further provides that concessionaires are jointly responsible with their games promoters for the activities of such representatives and theirdirectors and contractors in the concessionaires’ casinos, and for their compliance with applicable laws and regulations. Concessionaires must submit annuallists of their games promoters, and must update such lists on a quarterly basis. The Macau government may designate a maximum number of gamespromoters and specify the number of games promoters a concessionaire is permitted to engage. Concessionaires are subject to periodic reporting requirementswith respect to commissions paid to their games promoters representatives and are required to oversee their activities and report instances of unlawful activity.The government of Macau may assume temporary custody and control over the operation of a concession in certain circumstances. During any suchperiod, the costs of operations must be borne by the concessionaire. The government of Macau also may redeem a concession starting at an established dateafter the entering into effect of a concession. The government of Macau also may terminate a concession for cause, including, without limitation, failure of theconcessionaire to fulfill its obligations under law or the concession contract.Concession Agreement. The concession agreement between Wynn Macau S.A. and the Macau government required Wynn Macau, S.A. to constructand operate one or more casino gaming properties in Macau, including, at a minimum, one full-service casino resort by the end of December 2006, and toinvest not less than a total of 4 billion patacas (approximately US$500 million) in Macau-related projects by June 2009. These obligations were satisfied uponthe opening of Wynn Macau in 2006.Wynn Macau, S.A. was also obligated to obtain, and did obtain, a 700 million pataca (approximately US$87 million) bank guarantee from BancoNational Ultramarino, S.A. (“BNU”) that was effective until March 31, 2007. The amount of this guarantee was reduced to 300 million patacas(approximately US$37 million) for the period from April 1, 2007 until 180 days after the end of the term of the concession agreement. This guarantee, whichis for the benefit of the Macau government, assures Wynn Macau, S.A.’s performance under the casino concession agreement, including the payment ofpremiums, fines and indemnity for any material failure to perform the concession agreement. Wynn Macau, S.A. is obligated, upon demand by BNU, topromptly repay any claim made on the guarantee by the Macau government. BNU is currently paid an annual fee by Wynn Macau, S.A. for the guarantee notto exceed 5.2 million patacas (approximately US$0.7 million).The government of Macau may redeem the concession beginning on June 24, 2017, and in such event Wynn Macau, S.A. will be entitled to faircompensation or indemnity. The amount of such compensation or indemnity will be determined based on the amount of revenue generated during the tax yearprior to the redemption multiplied for the remaining years under the concession. 13Table of ContentsThe government of Macau may unilaterally rescind the concession if Wynn Macau, S.A. fails to fulfill its fundamental obligations under the concessionagreement. The concession agreement expressly provides that the government of Macau may unilaterally rescind the concession agreement if Wynn Macau,S.A.: • conducts unauthorized games or activities that are excluded from its corporate purpose; • abandons or suspends gaming operations in Macau for more than seven consecutive days (or more than 14 days in a civil year) withoutjustification; • defaults in payment of taxes, premiums, contributions or other required amounts; • does not comply with government inspections or supervision; • systematically fails to observe its obligations under the concession system; • fails to maintain bank guarantees or bonds satisfactory to the government; • is the subject of bankruptcy proceedings or becomes insolvent; • engages in serious fraudulent activity, damaging to the public interest; or, • repeatedly and seriously violates applicable gaming laws.If the government of Macau unilaterally rescinds the concession agreement for one of the reasons stated above, Wynn Macau, S.A. will be required tocompensate the government in accordance with applicable law, and the areas defined as casino under Macau law and all of the gaming equipment pertaining tothe gaming operations of Wynn Macau will be transferred to the government without compensation. In addition, the government of Macau may, in the publicinterest, unilaterally terminate the concession at any time, in which case Wynn Macau, S.A. would be entitled to reasonable compensation.SeasonalityWe may experience fluctuations in revenues and cash flows from month to month, however, we do not believe that our business is materially impactedby seasonality.EmployeesAs of December 31, 2011, we had a total of approximately 16,400 full-time equivalent employees (including approximately 9,000 in Las Vegas andapproximately 7,400 in Macau).During 2006, we entered into a ten year collective bargaining agreement with the Culinary and Bartenders Union local that covers approximately 5,600employees at our Las Vegas Operations. We also entered into a ten year collective bargaining agreement with the Transportation Workers Union in November2010, which covers the table games dealers at our Las Vegas Operations. Certain other unions may seek to organize the workers of our Las Vegas Operations.Unionization, pressure to unionize or other forms of collective bargaining could increase our labor costs.The success of our operations in Macau will be affected by our success in retaining our employees. Wynn Macau competes with the large number ofcasino resort developments in Macau for limited qualified employees. We seek employees from other countries to adequately staff our Macau resorts, andpolicies announced publicly by the Macau government have affected our ability to import labor in certain job classifications. We are coordinating with theMacau labor and immigration authorities to ensure that our labor demand is satisfied, but cannot be certain that we will be able to recruit and retain asufficient number of qualified employees for our Macau operations or that we will be able to obtain required work permits for those employees. 14Table of ContentsIntellectual PropertyAmong our most important marks are our trademarks and service marks that use the name “WYNN.” Wynn Resorts has registered with the U.S.Patent and Trademark Office (“PTO”) a variety of the WYNN-related trademarks and service marks in connection with a variety of goods and services.These marks include “WYNN RESORTS,” “WYNN DESIGN AND DEVELOPMENT,” “WYNN LAS VEGAS,” “ENCORE” and “WYNN MACAU.”Some of the applications are based upon ongoing use and others are based upon a bona fide intent to use the marks.A common element of most of these marks is the use of the surname “WYNN.” As a general rule, a surname (or the portion of a mark primarilyconstituting a surname) is not eligible for registration unless the surname has acquired “secondary meaning.” To date, Wynn Resorts has been successful indemonstrating to the PTO such secondary meaning for the Wynn name based upon factors including Mr. Wynn’s prominence as a resort developer.Federal registrations are not completely dispositive of the right to such marks. Third parties who claim prior rights with respect to similar marks maynonetheless challenge our right to obtain registrations or our use of the marks and seek to overcome the presumptions afforded by such registrations.We have also filed applications with various foreign patent and trademark registries, including in Macau, China, Singapore, Hong Kong, Taiwan,Japan, certain European countries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marksin connection with a variety of goods and services. These marks include many of the same marks filed with the United States PTO and include “WYNNMACAU,” “WYNN LAS VEGAS” and “ENCORE.” Some of the applications are based upon ongoing use and others are based upon a bona fide intent touse the marks.We recognize that our intellectual property assets, including the word and logo version of “WYNN,” are among our most valuable assets. As a result,and in connection with expansion of our resorts and gaming activities outside the United States, we have undertaken a program to register our trademarks andother intellectual property rights in relevant jurisdictions. We have retained counsel and intend to take all steps necessary to protect our intellectual propertyrights against unauthorized use throughout the world.On August 6, 2004, we entered into agreements with Mr. Wynn that confirm and clarify our rights to use the “Wynn” name and Mr. Wynn’s persona inconnection with our casino resorts. Under a Surname Rights Agreement, Mr. Wynn has acknowledged our exclusive, fully paid-up, perpetual, worldwide rightto use, and to own and register trademarks and service marks incorporating, the “Wynn” name for casino resorts and related businesses, together with theright to sublicense the name and marks to our affiliates. Under a Rights of Publicity License, Mr. Wynn has granted us the exclusive, royalty-free, worldwideright to use his full name, persona and related rights of publicity for casino resorts and related businesses, together with the ability to sublicense the personaand publicity rights to our affiliates, until October 24, 2017.We have also registered various domain names including, but not limited to, www.wynnlasvegas.com, www.wynnmacau.com,www.wynnmacaulimited.com, www.encorelasvegas.com and www.wynnresorts.com, with various domain registrars around the world. Our domainregistrations extend to various foreign countries such as “.com.cn” and “.com.hk.” We pursue domain related infringement on a case by case basis dependingon the infringing domain in question. The information found on these websites is not a part of this Annual Report on Form 10-K or any other report we file orfurnish to the SEC.Forward-Looking StatementsThe Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in thisAnnual Report on Form 10-K contains statements that are forward-looking, including, but not limited to, statements relating to our business strategy anddevelopment activities as well as other capital spending, financing sources, the effects of regulation (including gaming and tax 15Table of Contentsregulations), expectations concerning future operations, profitability and competition. Any statements contained in this report that are not statements ofhistorical 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 thatcould significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statementsmade by us. These risks and uncertainties include, but are not limited to those set forth in Item 1A (Risk Factors) as well as the following: • adverse tourism and trends reflecting current domestic and international economic conditions; • volatility and weakness in world-wide credit and financial markets and from governmental intervention in the financial markets; • general global macroeconomic conditions; • decreases in levels of travel, leisure and consumer spending; • continued high unemployment; • fluctuations in occupancy rates and average daily room rates; • conditions precedent to funding 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; • doing business in foreign locations such as Macau (including the risks associated with developing gaming regulatory frameworks); • 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 resorts 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; • changes in U.S. laws regarding healthcare; • changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions); • approvals under applicable jurisdictional laws and regulations (including gaming laws and regulations); • the impact that an outbreak of an infectious disease or the impact of a natural disaster may have on the travel and leisure industry; • the consequences of military conflicts in the Middle East and any future security alerts and/or terrorist attacks; • regulatory or enforcement actions/probity; and • pending or 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 ourother filings with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently availableto us. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of thisreport. 16Table of ContentsITEM 1A.RISK FACTORSThe following risk factors, among others, could cause our financial performance to differ significantly from the goals, plans, objectives, intentions andexpectations expressed in this Annual Report on Form 10-K. If any of the following risks and uncertainties or other risks and uncertainties not currentlyknown to us or not currently considered to be material actually occurs, our business, financial condition or operating results could be harmed substantially.Risks Related to our Substantial IndebtednessWe are highly leveraged and future cash flow may not be sufficient for us to meet our obligations, and we might have difficulty obtaining morefinancing.We have a substantial amount of consolidated debt in relation to our equity. As of December 31, 2011, we had total outstanding debt of approximately$3.2 billion. In addition, our Wynn Las Vegas credit agreement permits us to incur additional indebtedness in the future and the Wynn Macau credit facilitiespermit us to incur additional indebtedness, in each case if certain conditions are met. Furthermore, on February 18, 2012, we issued a subordinatedpromissory note with a principal amount of approximately $1.9 billion in redemption of all of the shares of Wynn Resorts common stock held by AruzeUSA, Inc. (the “Redemption Price Promissory Note”). For additional information on the redemption and the Redemption Price Promissory Note, see Item8—“Notes to Consolidated Financial Statements”, Note 19 “Subsequent Events.” Our substantial indebtedness could have important consequences. Forexample: • if we fail to meet our payment obligations or otherwise default under the agreements governing our indebtedness, the lenders under thoseagreements will have the right to accelerate the indebtedness and exercise other rights and remedies against us. These rights and remedies includerights to: • repossess and foreclose upon the assets that serve as collateral; • initiate judicial foreclosure against us; and • petition a court to appoint a receiver for us or for substantially all of our assets; • we are required to use a substantial portion of our cash flow from the operations of Wynn Las Vegas to service and amortize our indebtedness atWynn Las Vegas, which will reduce the amount of available cash, if any, to fund working capital, other capital expenditures and other generalcorporate purposes, and may give us greater exposure to the current adverse economic and industry conditions; • we may experience decreased revenues from our operations attributable to decreases in consumer spending levels and high unemployment due tothe current adverse economic and industry conditions, and could fail to generate sufficient cash to fund our liquidity needs and/or fail to satisfythe financial and other restrictive covenants to which we are subject under our existing indebtedness. We cannot provide assurance that ourbusiness will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us topay our indebtedness or to fund our other liquidity needs; • we are dependent on certain amounts of cash flow from Wynn Macau to service Wynn Macau’s indebtedness, which reduces the available cashflow to fund working capital, other capital expenditures and other general corporate purposes at Wynn Macau; • we may have a limited ability to respond to changing business and economic conditions and to withstand competitive pressures, which may affectour financial condition; • we may not be able to obtain additional financing, if needed, to satisfy working capital requirements or pay for other capital expenditures, debtservice or other obligations; 17Table of Contents • while we do hedge a certain amount of our debt under our credit facilities, rates with respect to a portion of the interest we pay will fluctuate withmarket rates and, accordingly, our interest expense will increase if market interest rates increase; and • if we fail to pay our debts generally as they become due, unsecured creditors that we fail to pay may initiate involuntary bankruptcy proceedingsagainst us, and such bankruptcy proceedings will delay or impair the repayment of our secured debt.Under the terms of the documents governing our debt facilities, we may, subject to certain limitations, be permitted to incur additional indebtedness,including secured senior and subordinated indebtedness. If we incur additional indebtedness, the risks described above will be exacerbated.Following the Company’s press release on February 19, 2012 relating to the redemption of Aruze USA, Inc.’s shares of Wynn Resorts’ common stockand the issuance of the Redemption Price Promissory Note, Standard & Poor’s Ratings Services and Fitch Ratings revised their ratings outlooks on WynnResorts to stable from positive, although they did not change their ratings of Wynn Resorts. (Moody’s did not revise the ratings or outlook for Wynn Resorts asa result of the announcement.) Such ratings agency actions could make it more difficult for us to obtain additional financing on acceptable terms.The agreements governing our debt facilities contain certain financial covenants and other covenants that restrict our ability to engage incertain transactions and may impair our ability to respond to changing business and economic conditions.Our debt facilities require us to satisfy various financial covenants, which include requirements for minimum interest coverage ratios (currently requiredfor both Wynn Macau and Wynn Las Vegas credit facilities) and leverage ratios pertaining to total debt to earnings before interest, tax, depreciation andamortization (currently required for our Wynn Macau credit facility). If our operations fail to generate adequate cash flow, we may violate those covenantscausing a default in our agreements. Future indebtedness or other contracts could contain covenants more restrictive than those contained in our existing debtfacilities.Our ability to comply with the terms of our outstanding facilities may be affected by general economic conditions, industry conditions and other events,some of which may be beyond our control. As a result, we may not be able to maintain compliance with these covenants. Our failure to comply with the termsof our debt facilities, including failure as a result of events beyond our control, could result in an event of default, which would materially and adverselyaffect our operating results and our financial condition or result in our lenders taking action to enforce their security interests in our various assets.The agreements governing our debt facilities also contain restrictions on our ability to engage in certain transactions and may limit our ability to respondto changing business and economic conditions. The debt facilities impose operating and financial restrictions on our restricted subsidiaries, including, amongother things, limitations on the ability to: • pay dividends or distributions or repurchase equity; • incur additional debt; • make investments; • create liens on assets to secure debt; • enter into transactions with affiliates; • issue stock of, or member’s interests in, subsidiaries; • enter into sale-leaseback transactions; 18Table of Contents • engage in other businesses; • merge or consolidate with another company; • transfer, sell or otherwise dispose of assets; • issue disqualified stock; • create dividend and other payment restrictions affecting subsidiaries; and • designate restricted and unrestricted subsidiaries.If there were an event of default under one of our debt instruments, the holders of the defaulted debt could cause all amounts outstanding with respect tothat debt to be due and payable immediately. We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under ouroutstanding debt instruments if accelerated upon an event of default, or that we would be able to repay, refinance or restructure the payments on those debtsecurities.If Wynn Macau were to cease to produce cash flow sufficient to service its indebtedness or otherwise become unable to make certain payments ordividends to us which we in turn could use to service our indebtedness, our ability to service the indebtedness of Wynn Macau or Wynn Las Vegas, LLCcould be negatively impacted.Our subsidiaries’ indebtedness is secured by a substantial portion of their assets.Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, our subsidiaries’ debt is secured by liens on substantially all ofthe assets of our subsidiaries. In the event of a default by any of our subsidiaries under their financing documents, or if certain of our subsidiaries experienceinsolvency, liquidation, dissolution or reorganization, the holders of our subsidiaries’ secured debt instruments would first be entitled to payment from theircollateral security, and only then would holders of our subsidiaries’ unsecured debt be entitled to payment from their remaining assets.Risks Related to our BusinessThe loss of Stephen A. Wynn could significantly harm our business.Our ability to maintain our competitive position is dependent to a large degree on the efforts, skills and reputation of Stephen A. Wynn, the Chairman ofthe Board, Chief Executive Officer and one of the principal stockholders of Wynn Resorts. Mr. Wynn’s employment agreement expires in October 2020.However, we cannot assure you that Mr. Wynn will remain with Wynn Resorts, Limited. If we lose the services of Mr. Wynn, or if he is unable to devotesufficient attention to our operations for any other reason, our business may be significantly impaired.We are entirely dependent on a limited number of resorts for all of our cash flow, which subjects us to greater risks than a gaming companywith more operating properties.We are entirely dependent upon our resorts in Las Vegas and Macau for all of our cash flow. As a result, we are subject to a greater degree of risk than agaming company with more operating properties. The risks to which we have a greater degree of exposure include the following: • local economic and competitive conditions; • changes in local and state governmental laws and regulations, including gaming laws and regulations; • natural and other disasters; • a decline in the number of visitors to Las Vegas or Macau; 19Table of Contents • a decrease in gaming and non-gaming activities at our resorts ; and • the outbreak of an infectious disease such as H1N1 or the avian flu.Any of the factors outlined above could negatively affect our ability to generate sufficient cash flow to make payments or maintain our covenants withrespect to our debt.Our casino, hotel, convention and other facilities face intense competition.Competition for our Las Vegas Operations. The casino/hotel industry is highly competitive and additional developments have recently opened in LasVegas. Resorts located on or near the Las Vegas Strip compete with other Las Vegas Strip hotels and with other hotel casinos in Las Vegas on the basis ofoverall atmosphere, range of amenities, level of service, price, location, entertainment, theme and size, among other factors.Wynn Las Vegas also competes with other hotel/casino facilities in other cities. The proliferation of gaming activities in other areas could significantlyharm our business as well. In particular, the legalization or expansion of casino gaming in or near metropolitan areas from which we attract customers couldhave a negative effect on our business. In addition, new or renovated casinos in Macau or elsewhere in Asia could draw Asian gaming customers away fromour Las Vegas Operations.Competition for Macau Operations. Currently there are 34 operating casinos in Macau. We hold a concession under one of only three gamingconcessions and three sub-concessions authorized by the Macau government to operate casinos in Macau. The Macau government has had the ability to grantadditional gaming concessions since April 2009. If the Macau government were to allow additional competitors to operate in Macau through the grant ofadditional concessions or subconcessions, we would face additional competition, which could have a material adverse effect on our financial condition andresults of operations. Current concessionaries and subconcessionaires can open additional facilities.Our Macau resort complex also faces competition from casinos located in other areas of Asia, including the Marina Bay Sands and Resorts WorldSentosa resorts operating in Singapore, Genting Highlands Resort, a major gaming and resort destination located outside of Kuala Lumpur, Malaysia, andcasinos in the Philippines. We also encounter competition from other major gaming centers located around the world, including Australia and Las Vegas,cruise ships in Asia that offer gaming, and other casinos throughout Asia. Further, if current efforts to legalize gaming in other Asian countries are successful,our Wynn Macau resort will face additional regional competition.Our business relies on high-end, international customers. We often extend credit, and we may not be able to collect gaming receivables fromour credit players or credit play may decrease.General. A significant portion of our table games revenue at our resorts is attributable to the play of a limited number of international customers. Theloss or a reduction in the play of the most significant of these customers could have a substantial negative effect on our future operating results. A downturn ineconomic conditions in the countries in which these customers reside could cause a further reduction in the frequency of visits by and revenue generated fromthese customers.We conduct our gaming activities on a credit as well as a cash basis. This credit is unsecured. Table games players typically are extended more creditthan slot players, and high-stakes players typically are extended more credit than patrons who tend to wager lower amounts. The collectability of receivablesfrom international customers could be negatively affected by future business or economic trends or by significant events in the countries in which thesecustomers reside. We will extend credit to those customers whose level of play and financial resources, in the opinion of management, warrant such anextension. 20Table of ContentsIn addition, premium gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-end gaming may have apositive or negative impact on cash flow and earnings in a particular quarter.Wynn Las Vegas. While gaming debts evidenced by a credit instrument, including what is commonly referred to as a “marker,” are enforceable underthe current laws of Nevada, and judgments on gaming debts are enforceable in all states of the United States under the Full Faith and Credit Clause of theUnited States Constitution, other jurisdictions may determine that direct or indirect enforcement of gaming debts is against public policy. Although courts ofsome foreign nations will enforce gaming debts directly and the assets in the United States of foreign debtors may be used to satisfy a judgment, judgments ongaming debts from U.S. courts are not binding on the courts of many foreign nations. We cannot assure you that we will be able to collect the full amount ofgaming debts owed to us, even in jurisdictions that enforce them. Recent dramatic changes in economic conditions may make it more difficult to assesscreditworthiness and more difficult to collect the full amount of any gaming debt owed to us. Our inability to collect gaming debts could have a significantnegative impact on our operating results.Wynn Macau. Although the law in Macau permits casino operators to extend credit to gaming customers, Wynn Macau may not be able to collect all ofits gaming receivables from its credit players. We expect that Wynn Macau will be able to enforce these obligations only in a limited number of jurisdictions,including Macau. To the extent our gaming customers are visitors from other jurisdictions, we may not have access to a forum in which it will be able tocollect all of its gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and we may encounter forumsthat will refuse to enforce such debts. Our inability to collect gaming debts could have a significant negative impact on our operating results.Currently, the gaming tax in Macau is calculated as a percentage of gross gaming revenue. However, unlike Nevada, the gross gaming revenuecalculation in Macau does not include deductions for uncollectible gaming debts. As a result, if we extend credit to our customers in Macau and are unable tocollect on the related receivables from them, we remain obligated to pay taxes on our winnings from these customers.Our business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in theeconomy.Consumer demand for hotel/casino resorts, trade shows and conventions and for the type of luxury amenities that we offer is particularly sensitive todownturns in the economy which adversely impact discretionary spending on leisure activities. Changes in discretionary consumer spending or consumerpreferences brought about by factors such as perceived or actual general economic conditions, high unemployment, the housing foreclosure crisis, perceived oractual changes in disposable consumer income and wealth, the economic recession and changes in consumer confidence in the economy, or fears of war andfuture acts of terrorism could reduce customer demand for the luxury amenities and leisure activities we offer, and may have a significant negative impact onour operating results.We are subject to extensive state and local regulation, and licensing and gaming authorities have significant control over our operations, whichcould have a negative effect on our business.General. The operations of our resorts are contingent upon our obtaining and maintaining all necessary licenses, permits, approvals, registrations,findings of suitability, orders and authorizations. The laws, regulations and ordinances requiring these licenses, permits and other approvals generally relate tothe responsibility, financial stability and character of the owners and managers of gaming operations, as well as persons financially interested or involved ingaming operations. The scope of the approvals required to open and operate a facility is extensive. We received all approvals for the opening of Wynn LasVegas on April 28, 2005, and Encore at Wynn Las Vegas on December 22, 2008. We are subject to ongoing regulation to maintain their operations. We opened 21Table of ContentsWynn Macau on September 6, 2006 and Encore at Wynn Macau on April 21, 2010, and are subject to ongoing regulation to maintain their operations.Wynn Las Vegas. The Nevada Gaming Commission may, in its discretion, require the holder of any debt or securities we issue to file applications, beinvestigated and be found suitable to own Wynn Resorts’ securities if it has reason to believe that the security ownership would be inconsistent with thedeclared policies of the State of Nevada.Nevada regulatory authorities have broad powers to request detailed financial and other information, to limit, condition, suspend or revoke aregistration, gaming license or related approval and to approve changes in our operations. Substantial fines or forfeiture of assets for violations of gaming lawsor regulations may be levied. The suspension or revocation of any license which may be granted to us or the levy of substantial fines or forfeiture of assetscould significantly harm our business, financial condition and results of operations. Furthermore, compliance costs associated with gaming laws, regulationsand licenses are significant. Any change in the laws, regulations or licenses applicable to our business or a violation of any current or future laws orregulations applicable to our business or gaming licenses could require us to make substantial expenditures or could otherwise negatively affect our gamingoperations.The Company’s articles of incorporation provide that, to the extent required by the gaming authority making the determination of unsuitability or to theextent the board of directors determines, in its sole discretion, that a person is likely to jeopardize the Company’s or any affiliate’s application for, receipt of,approval for, right to the use of, or entitlement to, any gaming license, shares of Wynn Resorts’ capital stock that are owned or controlled by an unsuitableperson or its affiliates are subject to redemption by Wynn Resorts. The redemption price may be paid in cash, by promissory note, or both, as required, andpursuant to the terms established by, the applicable gaming authority and, if not, as Wynn Resorts elects.Wynn Macau. Wynn Macau’s operations are subject to unique risks, including risks related to Macau’s regulatory framework. Failure to adhere to theregulatory and gaming environment in Macau could result in the revocation of Wynn Macau, S.A.’s concession or otherwise negatively affect its operations inMacau. Moreover, we would be subject to the risk that U.S. regulators could determine that Macau’s gaming regulatory framework has not developed in a waythat would permit us to conduct operations in Macau in a manner consistent with the way in which we intend, or the Nevada gaming authorities require us, toconduct our operations in the United States.We are subject to taxation by various governments and agencies. The rate of taxation could change.We are subject to tax by various governments and agencies, both in the United States (at the federal, state and local levels) and in Macau. Changes in therates of taxation, the amount and the time when income is subject to taxation, the ability to claim U.S. foreign tax credits, failure to renew our Macau dividendagreement and Macau income tax exemption after 2015 and the imposition of foreign withholding taxes could increase our overall rate of taxation.Terrorism and the uncertainty of military conflicts, natural disasters and contagious diseases, as well as other factors affecting discretionaryconsumer spending, may harm our operating results.The strength and profitability of our business depends on consumer demand for hotel casino resorts in general and for the type of luxury amenities ourresorts offer. Changes in consumer preferences or discretionary consumer spending could harm our business. Terrorist activities in the United States andelsewhere, military conflicts in the Middle East, outbreaks of infectious disease and pandemics, and natural disasters such as hurricanes, tsunamis andearthquakes, among other things, have had negative impacts on travel and leisure expenditures. We cannot predict the extent to which similar events andconditions may continue to affect us in the future. An extended period of reduced discretionary spending and/or disruptions or declines in airline travel andbusiness conventions could significantly harm our operations. In particular, because our business relies 22Table of Contentsheavily upon premium customers, particularly international customers, factors resulting in a decreased propensity to travel internationally could have anegative impact on our operations.In addition, other factors affecting travel and discretionary consumer spending, including general economic conditions, disposable consumer income,high unemployment, and reduced consumer confidence in the economy, may negatively impact our business. Negative changes in any factors affectingdiscretionary spending could reduce customer demand for the products and services we offer, thus imposing practical limits on pricing and harming ouroperations.Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase.We currently have insurance coverage for terrorist acts included in our commercial property insurance policy with respect to Wynn Las Vegas, not toexceed $1.75 billion. Wynn Macau has separate terrorist insurance coverage for up to $800 million per occurrence for losses that could result from these acts.However, these types of acts could expose us to losses that exceed our coverage and could have a significant negative impact on our operations.We may not have sufficient insurance coverage in the event of a catastrophic property or casualty loss. We may also suffer disruption of our business inthe event of a terrorist attack or other catastrophic property or casualty loss or be subject to claims by third parties injured or harmed. While we currentlycarry general liability insurance and business interruption insurance, such insurance may not be adequate to cover all losses in such event. In the event thatinsurance premiums increase, we may not be able to maintain the insurance coverage we currently have or otherwise be able to maintain adequate insuranceprotection.If a third party successfully challenges our ownership of, or right to use, the Wynn-related trademarks and/or service marks, our business orresults of operations could be harmed.We have filed applications with the PTO and with various foreign patent and trademark registries including registries in Macau, China, Hong Kong,Singapore, Taiwan, Japan, certain European countries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarksand service marks in connection with a variety of goods and services. These marks include “WYNN RESORTS,” “WYNN DESIGN ANDDEVELOPMENT,” “WYNN LAS VEGAS,” “ENCORE” and “WYNN MACAU.” Some of the applications are based upon ongoing use and others arebased upon a bona fide intent to use the marks in the future.A common element of most of these marks is the use of the surname “WYNN.” As a general rule, a surname (or the portion of a mark primarilyconstituting a surname) is not eligible for registration unless the surname has acquired “secondary meaning.” To date, we have been successful indemonstrating to the PTO such secondary meaning for the Wynn name, in certain of the applications, based upon factors including Mr. Wynn’s prominenceas a resort developer, but we cannot assure you that we will be successful with the other pending applications.Federal registrations are not completely dispositive of the right to such marks. Third parties who claim prior rights with respect to similar marks maynonetheless challenge our right to obtain registrations or our use of the marks and seek to overcome the presumptions afforded by such registrations.Our intellectual property assets, especially the logo version of “Wynn,” are among our most valuable assets. Efforts we take to acquire and protect ourintellectual property rights against unauthorized use throughout the world, which may include retaining counsel and commencing litigation in variousjurisdictions, may be costly and may not be successful in protecting and preserving the status and value of our intellectual property assets. 23Table of ContentsIf a third party asserts other forms of intellectual property claims against us, our business or results of operations could be adversely affected.Historically, trademarks and service marks have been the principal form of intellectual property right of relevance to the gaming industry. However, dueto the increased use of technology in computerized gaming machines and in business operations generally, other forms of intellectual property rights (such aspatents and copyrights) are becoming of increased relevance. It is possible that, in the future, third parties might assert superior intellectual property rights orallege that their intellectual property rights cover some aspect of our operations. The defense of such allegations may result in substantial expenses, and, ifsuch claims are successfully prosecuted, may have a material impact on our business.Our largest stockholders are able to exert significant influence over our operations and future direction.Mr. Wynn and Elaine P. Wynn together own approximately 19.7%, of our outstanding common stock. As a result, Mr. Wynn and Elaine P. Wynn to theextent they vote their shares in a similar manner, may be able to exert significant influence over all matters requiring our stockholders’ approval, including theapproval of significant corporate transactions.In November 2006, Mr. Wynn, and Aruze USA, Inc., entered into a stockholders’ agreement. On January 6, 2010, the agreement was amended andrestated to, among other things, recognize Mr. Wynn’s transfer of 11,076,709 shares to Elaine P. Wynn. Pursuant to the amended and restated stockholdersagreement, Elaine P. Wynn became party to the agreement in connection with her ownership of 11,076,709 shares of the Company’s common stock. OnFebruary 18, 2012, the Company redeemed all of the shares of the Company’s common stock held by Aruze USA, Inc. For additional information on theredemption, see Item 8—“Notes to the Consolidated Financial Statements”, Note 19 “Subsequent Events.”Under the amended and restated stockholders’ agreement, Mr. Wynn and Elaine P. Wynn have agreed to vote their shares of our common stock for aslate of directors supported by Mr. Wynn. As a result of this voting arrangement, Mr. Wynn, as a practical matter, exercises significant influence over the slateof directors to be elected to our board of directors. In addition, with stated exceptions, the agreement requires the written consent of the other party prior to anyparty selling any shares of Wynn Resorts that it owns. Currently, Mr. Wynn owns 10,026,708 shares and Elaine P. Wynn owns 9,742,150 shares.In November 2006, the Board of Wynn Resorts approved an amendment of its bylaws that exempts future acquisitions of shares of Wynn Resorts’common stock by either Mr. Wynn or Aruze USA, Inc. from Nevada’s acquisition of controlling interest statutes. The Nevada acquisition of controllinginterest statutes require stockholder approval in order to exercise voting rights in connection with any acquisition of a controlling interest in certain Nevadacorporations unless the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest bycertain acquiring persons provide that these statutes do not apply to the corporation or to the acquisition specifically by types of existing or futurestockholders. These statutes define a “controlling interest” as (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or(iii) a majority or more, of the voting power in the election of directors. As a result of the bylaw amendment, either Mr. Wynn or Aruze USA, Inc. or theirrespective affiliates may acquire ownership of outstanding voting shares of Wynn Resorts permitting them to exercise more than one-third but less than amajority, or a majority or more, of all of the voting power of the corporation in the election of directors, without requiring a resolution of the stockholders of thecorporation granting voting rights in the control shares acquired.Because we own real property, we are subject to extensive environmental regulation, which creates uncertainty regarding future environmentalexpenditures and liabilities.We have incurred costs to comply with environmental requirements, such as those relating to discharges into the air, water and land, the handling anddisposal of solid and hazardous waste and the cleanup of properties 24Table of Contentsaffected by hazardous substances. Under these and other environmental requirements we may be required to investigate and clean up hazardous or toxicsubstances or chemical releases at our property. As an owner or operator, we could also be held responsible to a governmental entity or third parties forproperty damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination.These laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of thecontaminants. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis forallocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of thosesubstances, or the failure to remediate a property properly, may impair our ability to use our property.Any violation of the Foreign Corrupt Practices Act or applicable Anti-Money Laundering laws or regulations could have a negative impact onus.A significant portion of our revenue is derived from operations outside the United States, which exposes the Company to complex foreign and U.S.regulations inherent in doing business cross-border and in each of the countries in which it transacts business. We are subject to regulations imposed by theForeign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws that generally prohibit U.S. companies and their intermediaries from offering,promising, authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business. Violations of theFCPA and other anti-corruption laws may result in severe criminal and civil sanctions as well as other penalties and the SEC and U.S. Department of Justicehave increased their enforcement activities with respect to the FCPA. Internal control policies and procedures and employee training and compliance programsthat we have implemented to deter prohibited practices may not be effective in prohibiting our directors, employees, contractors or agents from violating orcircumventing our policies and the law. If our directors, employees or agents fail to comply with applicable laws or Company policies governing ourinternational operations, the Company may face investigations, prosecutions and other legal proceedings and actions which could result in civil penalties,administrative remedies and criminal sanctions. Kazuo Okada, one of our directors, has failed to comply with internal training in these matters and has failedto return to the Company an executed Acknowledgment that he agrees to comply with the Company’s Code of Business Conduct and Ethics. For additionalinformation on the Freeh Report, which detailed numerous instances of conduct constituting prima facie violations of the FCPA by Mr. Okada and certain ofhis affiliates, and the redemption of Aruze USA, Inc.’s shares, see Item 8—“Notes to Consolidated Financial Statements”, Note 19 “Subsequent Events.”Any determination that we have violated the FCPA could have a material adverse effect on our financial condition. Compliance with international and U.S.laws and regulations that apply to our international operations increases our cost of doing business in foreign jurisdictions. We also deal with significantamounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws orregulations by any of our resorts could have a negative effect on our results of operations.As previously disclosed, in May 2011, Wynn Macau, a majority owned subsidiary of the Company, made a commitment to the University of MacauDevelopment Foundation in support of the new Asia-Pacific Academy of Economics and Management. This contribution consists of a $25 million paymentmade in May 2011 and a commitment for additional donations of $10 million each year for the calendar years 2012 through 2022 inclusive. The pledge wasconsistent with the Company’s long-standing practice of providing philanthropic support for deserving institutions in the markets in which it operates. Thepledge was made following an extensive analysis which concluded that the gift was made in accordance with all applicable laws. The pledge was consideredby the Boards of Directors of both the Company and Wynn Macau and approved by 15 of the 16 directors who serve on those boards. The sole dissentingvote was Mr. Kazuo Okada whose stated objection was to the length of time over which the donation would occur, not its propriety. 25Table of ContentsAlso as previously disclosed, Mr. Okada commenced litigation on January 11, 2012, in Nevada seeking to compel the Company to produceinformation relating to the donation to the University of Macau, among other things.On February 8, 2012, following Mr. Okada’s lawsuit, the Company received a letter from the Salt Lake Regional Office of the U.S. Securities andExchange Commission (“SEC”) requesting that, in connection with an informal inquiry by the SEC, the Company preserve information relating to thedonation to the University of Macau, any donations by the Company to any other educational charitable institutions, including the University of MacauDevelopment Foundation, and the Company’s casino or concession gaming licenses or renewals in Macau. The Company has informed the Salt Lake RegionalOffice that it intends to fully comply with the SEC’s request.On February 19, 2012, the Company filed a complaint in Nevada state court against Mr. Okada and other entities alleging, among other things, breachof fiduciary duty in connection with alleged violations of the FCPA. For additional information on legal proceedings between the Company and Mr. Okada andhis affiliates, see Item 3—“Legal Proceedings.”Potential violations of law by Mr. Okada (formerly the largest beneficial owner of our shares) and his affiliates could have adverseconsequences to the Company.As described in this Annual Report on Form 10-K, on February 18, 2012, the board of directors of Wynn Resorts received a report from Freeh, Sporkin& Sullivan, LLP (the “Freeh Report”) detailing numerous instances of conduct constituting prima facie violations of the FCPA by Kazuo Okada (formerly thelargest beneficial owner of our shares) and certain of his affiliates. See Item 8—“Notes to Consolidated Financial Statements”, Note 19 “Subsequent Events.”The Company has provided the Freeh Report to applicable regulators and intends to cooperate with any related investigation that such regulators mayundertake. The conduct of Mr. Okada and his affiliates and any resulting regulatory investigations could have adverse consequences to the Company. Afinding by regulatory authorities that Mr. Okada violated the FCPA on Company property and/or otherwise involved the Company in criminal or civilviolations could result in actions by regulatory authorities against the Company. Relatedly, regulators could pursue separate investigations into the Company’scompliance with applicable laws, including in response to litigation filed by Mr. Okada suggesting improprieties in connection with the Company’s donationto the University of Macau and a related informal inquiry by the SEC into this donation. While the Company believes that it is in full compliance with allapplicable laws, any such investigations could result in actions by regulators against the Company.Mr. Okada and his affiliates may challenge the redemption of Aruze USA, Inc.’s shares.As described in this Annual Report on Form 10-K, on February 18, 2012, after receiving the Freeh Report, the board of directors of Wynn Resortsdetermined that Aruze USA, Inc., Universal Entertainment Corporation and Mr. Okada were “unsuitable” within the meaning of Article VII of Wynn Resorts’articles of incorporation and redeemed all of Aruze USA, Inc.’s shares of Wynn Resorts’ common stock. See Item 8—“Notes to Consolidated FinancialStatements”, Note 19 “Subsequent Events.” Universal Entertainment Corporation has publicly stated that Aruze USA, Inc. intends to commence litigation,but to our knowledge no such action has been filed. Wynn Resorts has filed litigation against Mr. Okada alleging breaches of fiduciary duty and relatedclaims. For more information on this litigation, see Item 3—“Legal Proceedings.”Ongoing litigation and other disputes with Mr. Okada and certain of his affiliates could distract management and result in negative publicityand additional scrutiny of regulators.There has been widespread publicity of the findings in the Freeh Report of prima facie violations of law by Mr. Okada and his affiliates, the Board’sunsuitability finding, the redemption of shares and related litigation. The actions, litigation, and publicity could reduce demand for shares of Wynn Resortsand Wynn Macau, Limited 26Table of Contentsand thereby have a negative impact on the trading prices of their respective shares. The disputes may also lead to additional scrutiny from gaming regulators,which could lead to investigations relating to, and possibly a negative impact on, the Company’s gaming licenses, and possibly have a negative impact on theCompany’s ability to bid successfully for new gaming market opportunities.Risks Associated with our Macau OperationsRevenues from our Macau gaming operations will end if we cannot secure an extension of our concession in 2022 or if the Macau governmentexercises its redemption right in 2017.Our concession agreement expires in June 2022. Unless our concession is extended, in June 2022, all of our gaming operations and related equipmentlocated in defined areas of our casino in Macau will be automatically transferred to the Macau government without compensation to us and we will cease togenerate any revenues from these operations. Beginning in June 2017, the Macau government may redeem the concession agreement by providing us at leastone year’s prior notice. In the event the Macau government exercises this redemption right, we are entitled to fair compensation or indemnity. The amount ofsuch compensation or indemnity will be determined based on the amount of revenue generated during the tax year prior to the redemption multiplied for theremaining years under the concession. We cannot assure you that we will be able to renew or extend our concession agreement on terms favorable to us or at all.We also cannot assure you that if our concession is redeemed, the compensation paid will be adequate to compensate us for the loss of future revenues.Visitation to Macau may decline due to economic disruptions in mainland China as well as increased restrictions on visitations to Macau fromcitizens of mainland China.A significant number of our gaming customers at Wynn Macau come from mainland China. Any economic disruption or contraction in China coulddisrupt the number of patrons visiting our property or the amount they may be willing to spend. In addition, any travel restrictions imposed by China on itscitizens could disrupt the number of visitors from mainland China to our property. It is not known when, or if, policies similar to those implemented in 2009restricting visitation by mainland Chinese citizens to Macau and Hong Kong, will be put in place and travel policies may be adjusted, without notice, in thefuture.We compete for limited labor resources in Macau and Macau government policies may also affect our ability to employ imported labor.The success of our operations in Macau will be affected by our success in retaining our employees. We compete with a large number of casino resorts inMacau for a limited number of qualified employees. We have to seek employees from other countries to adequately staff our resort and certain Macaugovernment policies affect our ability to import labor in certain job classifications. We coordinate with the Macau labor and immigration authorities to ensureour labor needs are satisfied, but cannot be certain that we will be able to recruit and retain a sufficient number of qualified employees for our operations orthat we will be able to obtain required work permits for those employees.We depend upon games promoters for a significant portion of our gaming revenue. If we are unable to maintain, or develop additional,successful relationships with reputable games promoters, our ability to maintain or grow our gaming revenues could be adversely affected.Increased competition may result in increased pressure on commission rates.A significant portion of our gaming revenue is generated by clientele of our games promoters. There is intense competition among casino operators inMacau for services provided by games promoters. We anticipate that this competition will further intensify as additional casinos open in Macau. Otheroperators in the market have increased commissions and advances to games promoters, in some cases dramatically, in an effort to 27Table of Contentsincrease market share. These types of actions by other casino operators have further intensified competition for the services of games promoters. While webelieve that we currently maintain good relations with our existing games promoters, there can be no assurance that we will be able to continue to maintain theserelationships. If we are unable to maintain, or develop additional, successful relationships with reputable games promoters, or lose a significant number of ourgames promoters to our competitors, our ability to maintain or grow our gaming revenues will be adversely affected and we will have to seek alternative waysof developing relationships with VIP customers. In addition, if our games promoters are unable to develop or maintain relationships with our VIP customers,our ability to maintain or grow our gaming revenues will be hampered.Certain games promoters have significant leverage and bargaining strength in negotiating operational agreements with casino operators. This leveragecould result in games promoters negotiating changes to our operational agreements, including higher commissions, or the loss of business to a competitor or theloss of certain relationships with games promoters. If we need to increase our commission rates or otherwise change our practices with respect to gamespromoters due to competitive forces, our results of operations could be adversely affected.The reputations of the games promoters we deal with are important to our own reputation and to our ability to operate in compliance with our concession,Macau gaming laws and other gaming licenses. While we endeavor, through contractual protections and otherwise, to ensure that our games promoters complywith the high standards of probity and integrity under Macau gaming laws, we cannot assure you that our games promoters will always comply with thesehigh standards. In addition, if we enter into a business relationship with a games promoter whose probity is in doubt, this may be considered by regulators orinvestors to reflect negatively on our own probity. If any of our games promoters violate the Macau gaming laws while on our premises, the Macau governmentmay, in its discretion, take enforcement action against us, the games promoter, or each concurrently, and we may be sanctioned and our reputation could beharmed. If our games promoters are unable to maintain required standards of probity and integrity, we may face consequences from gaming regulators withauthority over our operations.The financial resources of our games promoters may be insufficient to allow them to continue doing business at our resort.Our games promoters may encounter decreased liquidity, for a variety of reasons, limiting their ability to grant credit to their patrons and therebydecreasing gaming volume at Wynn Macau. Furthermore, credit already extended by our games promoters to their patrons may become increasingly difficultfor them to collect. This inability to grant credit and collect amounts due can negatively affect our games promoters’ operations, and as a result, our results ofoperations could be adversely impacted.Wynn Macau may be affected by adverse political and economic conditions.The success of Wynn Macau will depend on political and economic conditions in Macau and mainland China. In December 1999, after approximately450 years of Portuguese control, Portugal returned Macau to Chinese administration. The People’s Republic of China established Macau as a specialadministrative region. As a result of this change in control, Macau’s legislative, regulatory, legal, economic and cultural institutions are in a period oftransition. We cannot predict how these systems and cultural institutions will develop, or how developments would affect the business of Wynn Macau.Our operations are subject to significant political, economic and social risks inherent in doing business in an emerging market. For example, fiscaldecline and civil, domestic or international unrest in Macau, China or the surrounding region could significantly harm our business, not only by reducingcustomer demand for casino resorts, but also by increasing the risk of imposition of taxes and exchange controls or other governmental restrictions that mightimpede its ability to repatriate funds. 28Table of ContentsMacau may not have an adequate transportation infrastructure to accommodate the demand from future development.Because of additional casino projects which are under construction and to be developed in the future, the ferry and helicopter services which providetransportation between Macau and Hong Kong may need to be expanded to accommodate the increased visitation of Macau. If transportation facilities to andfrom Macau are inadequate to meet the demands of an increased volume of gaming customers visiting Macau, the desirability of Macau as a gamingdestination, as well as the results of operations of Wynn Macau, could be negatively impacted.Extreme weather conditions may have an adverse impact on Wynn Macau.Macau’s subtropical climate and location on the South China Sea are subject to extreme weather conditions including typhoons and heavy rainstorms.Unfavorable weather conditions could negatively affect the profitability of our resort complex and prevent or discourage guests from traveling to Macau.The Macau government can terminate our concession under certain circumstances without compensation to us, which would have a materialadverse effect on our operations and financial condition.The Macau government has the right to unilaterally terminate our concession in the event of our material non-compliance with the basic obligations underthe concession and applicable Macau laws. The concession agreement expressly provides that the government of Macau may unilaterally rescind theconcession agreement if Wynn Macau, S.A.: • conducts unauthorized games or activities that are excluded from its corporate purpose; • suspends gaming operations in Macau for more than seven consecutive days (or more than 14 days in a civil year) without justification; • defaults in payment of taxes, premiums, contributions or other required amounts; • does not comply with government inspections or supervision; • systematically fails to observe its obligations under the concession system; • fails to maintain bank guarantees or bonds satisfactory to the government; • is the subject of bankruptcy proceedings or becomes insolvent; • engages in serious fraudulent activity, damaging to the public interest; or, • repeatedly violates applicable gaming laws.If the government of Macau unilaterally rescinds the concession agreement, Wynn Macau, S.A. will be required to compensate the government inaccordance with applicable law, and the areas defined as casino space under Macau law and all of the gaming equipment pertaining to our gaming operationswill be transferred to the government without compensation. The loss of our concession would prohibit us from conducting gaming operations in Macau,which would have a material adverse effect on our operations and financial condition.Conflicts of interest may arise because certain of our directors and officers are also directors of Wynn Macau, Limited.In October 2009, Wynn Macau, Limited, an indirect wholly-owned subsidiary of Wynn Resorts and the developer, owner and operator of WynnMacau, listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited. Wynn Macau, Limited sold through an initial publicoffering, 1,437,500,000 shares (27.7%) of this subsidiary’s common stock. As a result of Wynn Macau, Limited having stockholders who are not affiliatedwith us, we and certain of our officers and directors who also serve as officers and/or directors 29Table of Contentsof Wynn Macau, Limited may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of Wynn Macau, Limited.Decisions that could have different implications for Wynn Resorts and Wynn Macau, Limited, including contractual arrangements that we have entered into ormay in the future enter into with Wynn Macau, Limited, may give rise to the appearance of a potential conflict of interest.Certain Nevada gaming laws apply to Wynn Macau’s gaming activities and associations.Certain Nevada gaming laws also apply to gaming activities and associations in jurisdictions outside the State of Nevada. With respect to our WynnMacau operations, we and our subsidiaries that must be licensed to conduct gaming operations in Nevada are required to comply with certain reportingrequirements concerning gaming activities and associations in Macau conducted by our Macau-related subsidiaries. We and our licensed Nevada subsidiariesalso will be subject to disciplinary action by the Nevada Gaming Commission if our Macau-related subsidiaries: • knowingly violate any Macau laws relating to their Macau gaming operations; • fail to conduct Wynn Macau’s operations in accordance with the standards of honesty and integrity required of Nevada gaming operations; • engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming inNevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to Nevada gaming policies; • engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or, • employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability inNevada on the ground of unsuitability, or who has been found guilty of cheating at gambling.Such disciplinary action could include suspension, conditioning, limitation or revocation of the registration, licenses or approvals held by us and ourlicensed Nevada subsidiaries, including Wynn Las Vegas, LLC, and the imposition of substantial fines.In addition, if the Nevada State Gaming Control Board determines that any actual or intended activities or associations of our Macau-relatedsubsidiaries may be prohibited pursuant to one or more of the standards described above, the Nevada State Gaming Control Board can require us and ourlicensed Nevada subsidiaries to file an application with the Nevada Gaming Commission for a finding of suitability of the activity or association. If theNevada Gaming Commission finds that the activity or association in Macau is unsuitable or prohibited, our Macau-related subsidiaries will either be requiredto terminate the activity or association, or will be prohibited from undertaking the activity or association. Consequently, should the Nevada GamingCommission find that our Macau-related subsidiary’s gaming activities or associations in Macau are unsuitable, those subsidiaries may be prohibited fromundertaking their planned gaming activities or associations in Macau, or be required to divest their investment in Macau, possibly on unfavorable terms.Unfavorable changes in currency exchange rates may increase Wynn Macau’s obligations under the concession agreement and causefluctuations in the value of our investment in Macau.The currency delineated in Wynn Macau’s concession agreement with the government of Macau is the Macau Pataca. The Macau Pataca, which is not afreely convertible currency, is linked to the Hong Kong dollar, and in many cases the two are used interchangeably in Macau. The Hong Kong dollar is linkedto the U.S. dollar and the exchange rate between these two currencies has remained relatively stable over the past several years. However, the exchange linkagesof the Hong Kong dollar and the Macau Pataca, and the Hong Kong dollar and the U.S. dollar, are subject to potential changes due to, among other things,changes in Chinese governmental policies and international economic and political developments. 30Table of ContentsWe cannot assure you that the Hong Kong dollar and the Macau Pataca will continue to be linked to the U.S. dollar, which may result in severefluctuations in the exchange rate for these currencies. We also cannot assure you that the current rate of exchange fixed by the applicable monetary authoritiesfor these currencies will remain at the same level.Because many of Wynn Macau’s payment and expenditure obligations are in Macau Patacas, in the event of unfavorable Macau Pataca or Hong Kongdollar rate changes, Wynn Macau’s obligations, as denominated in U.S. dollars, would increase. In addition, because we expect that most of the revenues forany casino that we operate in Macau will be in Hong Kong dollars, we are subject to foreign exchange risk with respect to the exchange rate between the HongKong dollar and the U.S. dollar. Also, if any of our Macau-related entities incur U.S. dollar-denominated debt, fluctuations in the exchange rates of the MacauPataca or the Hong Kong dollar, in relation to the U.S. dollar, could have adverse effects on our results of operations, financial condition and ability to serviceits debt.Currency exchange controls and currency export restrictions could negatively impact Wynn Macau.Currency exchange controls and restrictions on the export of currency by certain countries may negatively impact the success of Wynn Macau. Forexample, there are currently existing currency exchange controls and restrictions on the export of the renminbi, the currency of China. Restrictions on the exportof the renminbi may impede the flow of gaming customers from China to Macau, inhibit the growth of gaming in Macau and negatively impact WynnMacau’s gaming operations. ITEM 1B.UNRESOLVED STAFF COMMENTSNone. ITEM 2.PROPERTIESLas Vegas LandWe currently own approximately 240 acres of land on or near the Las Vegas Strip consisting of approximately 75 acres at the northeast corner of theintersection of Las Vegas Boulevard and Sands Avenue on which Wynn Las Vegas is located, the approximately 142-acre golf course behind Wynn Las Vegas,approximately 5 acres adjacent to the golf course on which an office building is located, and approximately 18 acres located across from the Wynn Las Vegassite at Koval Lane and Sands Avenue, a portion of which is improved with an employee parking garage. Our Las Vegas property, with limited exceptions, isencumbered by a first priority security interest in favor of our lenders under our first mortgage notes and our Wynn Las Vegas bank credit facilities. 31Table of ContentsLas Vegas Water RightsWe own approximately 834 acre-feet of permitted and certificated water rights, which we currently use to irrigate the golf course. We also ownapproximately 151.5 acre-feet of permitted and certificated water rights for commercial use. There are significant cost savings and conservation benefitsassociated with using water supplied pursuant to our water rights. We anticipate using our water rights to support future development of the golf course land.Macau Land ConcessionsThe government of Macau owns most of the land in Macau. In most cases, private interests in real property located in Macau are obtained through long-term leases and other grants of rights to use land from the government. In July 2004, our subsidiary, Wynn Macau, S.A., entered into a land concessioncontract under which Wynn Macau, S.A. leases from the Macau government an approximately 16-acre parcel of land in downtown Macau’s inner harbor areawhere Wynn Macau is located. The term of the land concession contract is 25 years from August 2004, and it may be renewed with government approval forsuccessive periods. Wynn Macau, S.A. paid a land concession premium of approximately 319.4 million patacas (approximately US $40 million) for this landconcession. In 2009, the Company and the Macau government agreed to modify this land concession as a result of the expansion of Wynn Macau with Encoreat Wynn Macau and the additional square footage that was added as a result of such expansion. In November 2009, the Company made an additional one-timeland premium payment of approximately 113.4 million patacas (approximately US $14.2 million). Annual rent of approximately 4.2 million patacas(approximately US $525,000) is being paid in accordance with the land concession contract.In September 2011, Palo Real Estate Company Limited and Wynn Resorts (Macau) S.A., each an indirect subsidiary of Wynn Macau, Limited,formally accepted the terms and conditions of a draft land concession contract from the Macau government for approximately 51 acres of land in the Cotaiarea of Macau. In December 2011, we paid the initial deposit of $62.5 million pursuant to this draft land concession contract. Following governmentapproval, we anticipate constructing a full scale integrated resort containing a casino, approximately 2,000 hotel suites, convention, retail, entertainment andfood and beverage offerings on this land. We continue to finalize the project scope, timeline and budget. ITEM 3.LEGAL PROCEEDINGSWe are occasionally party to lawsuits. As with all litigation, no assurance can be provided as to the outcome of such matters and we note that litigationinherently involves significant costs. For information regarding the Company’s legal matters see Note 16 to our Consolidated Financial Statements in thisAnnual Report on Form 10-K and below.As previously disclosed, in May 2011, Wynn Macau, a majority owned subsidiary of the Company, made a commitment to the University of MacauDevelopment Foundation in support of the new Asia-Pacific Academy of Economics and Management. This contribution consists of a $25 million paymentmade in May 2011 and a commitment for additional donations of $10 million each year for the calendar years 2012 through 2022 inclusive. The pledge wasconsistent with the Company’s long-standing practice of providing philanthropic support for deserving institutions in the markets in which it operates. Thepledge was made following an extensive analysis which concluded that the gift was made in accordance with all applicable laws.On January 11, 2012, Kazuo Okada, a member of the board of directors of Wynn Resorts, filed a Petition for Writ of Mandamus (the “Petition”) in theDistrict Court of Clark County, Nevada (the “Nevada Court”) to compel the Company to produce certain of its books and records. The Petition seeks toinspect and copy, among other things, books and records regarding the commitment made in May 2011 by Wynn Macau to the University of MacauDevelopment Foundation in support of the new Asia-Pacific Academy of Economics and Management 32Table of Contentsand the manner in which $120 million invested in April 2002 by an entity affiliated with Mr. Okada was spent. The Company has stated that it will makecertain documents sought in the proceeding available for inspection.On February 8, 2012, following Mr. Okada’s lawsuit, the Company received a letter from the Salt Lake Regional Office of the SEC requesting that, inconnection with an informal inquiry by the SEC, the Company preserve information relating to the donation to the University of Macau, any donations by theCompany to any other educational charitable institutions, including the University of Macau Development Foundation, and the Company’s casino orconcession gaming licenses or renewals in Macau. The Company has informed the Salt Lake Regional Office that it intends to fully comply with the SEC’srequest.On February 19, 2012, the Company filed a complaint in the Nevada Court against Aruze USA, Inc., Universal Entertainment Corporation (the parentcompany of Aruze USA, Inc.) and Mr. Okada, alleging breaches of fiduciary duty and related claims. The complaint alleges, among other things, thatMr. Okada breached his fiduciary duties to the Company, breached the Company’s code of conduct, and committed improper acts, including makingpayments for the benefit of foreign gaming officials who could advance his personal business interests. The complaint also alleges that Mr. Okada’s conductjeopardizes the Company’s good reputation, its long-standing business relationships, and its gaming business licenses. The complaint further alleges that, inpursuing the development of gaming operations in the Philippines through companies he controls, Mr. Okada is breaching his obligations to the Companybecause such Philippines operations would be in competition with the Macau operations of the Company’s majority-owned subsidiary, Wynn Macau,Limited. The complaint included as an exhibit a report on the results of an independent investigation by Freeh Sporkin & Sullivan, LLP to the Company’sGaming Compliance Committee (the “Freeh Report”). The Freeh Report stated, among other things, that Mr. Okada appears to have engaged in a pattern ofconduct that would constitute prima facie violations of the Foreign Corrupt Practices Act. The complaint further describes the board of director’s determinationthat Mr. Okada, Aruze USA, Inc. and Universal Entertainment Corporation are “unsuitable” under the Wynn Resorts’ articles of incorporation, and theissuance of the Redemption Price Promissory Note to Aruze USA, Inc. in redemption of the shares. For additional information on the redemption and theRedemption Price Promissory Note, see Item 8—“Notes to Consolidated Financial Statements”, Note 19 “Subsequent Events.” The complaint asserts a claimof breach of fiduciary duty against Mr. Okada and a claim of aiding and abetting a breach of fiduciary duty against Aruze USA, Inc. and UniversalEntertainment Corporation. Among other things, the complaint seeks compensatory and special damages, disgorgement of profits, punitive damages and adeclaration that Wynn Resorts acted lawfully and in full compliance with its articles of incorporation and bylaws. ITEM 4.MINE SAFETY DISCLOSURESNot Applicable. 33Table of ContentsPART II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASESOF EQUITY SECURITIESMarket InformationOur common stock trades on the NASDAQ Global Select Market under the symbol “WYNN.” The following table sets forth the high and low saleprices for the indicated periods, as reported by the NASDAQ Global Select Market. High Low Year Ended December 31, 2011 First Quarter $132.25 $106.08 Second Quarter $151.73 $128.15 Third Quarter $172.58 $111.71 Fourth Quarter $142.20 $101.02 Year Ended December 31, 2010 First Quarter $77.95 $59.70 Second Quarter $93.99 $71.00 Third Quarter $95.88 $73.12 Fourth Quarter $117.50 $85.80 HoldersThere were approximately 188 record holders of our common stock as of February 15, 2012.DividendsWynn Resorts is a holding company and, as a result, our ability to pay dividends is dependent on our ability to obtain funds and our subsidiaries’ability to provide funds to us. Restrictions imposed by our subsidiaries’ debt instruments significantly restrict certain key subsidiaries holding a majority ofour assets, including Wynn Las Vegas, LLC and Wynn Macau, S.A., from making dividends or distributions to Wynn Resorts. Specifically, Wynn LasVegas, LLC and certain of its subsidiaries are restricted under the indentures governing the first mortgage notes from making certain “restricted payments,” asdefined in the indentures. These restricted payments include the payment of dividends or distributions to any direct or indirect holders of equity interests ofWynn Las Vegas, LLC. Restricted payments cannot be made unless certain financial and non-financial criteria have been satisfied. In addition, the terms ofthe other loan agreements of Wynn Las Vegas, LLC and Wynn Macau, S.A. contain similar restrictions. Our Company has paid the following dividends: • In December 2011, we paid a cash dividend of $5 per share. In each of May 2011, August 2011 and November 2011, we paid a cash dividendof $0.50 per share. • In December 2010, we paid a cash dividend of $8 per share. In each of May 2010 and August 2010, we paid a cash dividend of $0.25 per share.Our Board of Directors will continue to periodically assess the level and appropriateness of any cash dividends. 34Table of ContentsITEM 6.SELECTED FINANCIAL DATAThe following tables reflect selected consolidated financial data of Wynn Resorts and its subsidiaries. This data should be read together with ourConsolidated Financial Statements and Notes thereto, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” andthe other information contained in this Annual Report on Form 10-K. Operating results for the periods presented are not indicative of the results that may beexpected for future years. Significant events impacting our operational results include: • On April 28, 2005, we opened our Wynn Las Vegas resort. • On September 6, 2006, we opened our Wynn Macau resort. • On December 24, 2007, we opened an expansion of our Wynn Macau resort. • On December 22, 2008, we opened Encore at Wynn Las Vegas, an expansion of Wynn Las Vegas. • On October 9, 2009, Wynn Macau, Limited listed its shares of common stock on The Stock Exchange of Hong Kong Limited. Wynn Macau,Limited sold 27.7% of its common stock through an initial public offering. • On April 21, 2010, we opened Encore at Wynn Macau, an expansion of Wynn Macau. Years Ended December 31, 2011 2010 2009 2008 2007 (in thousands, except per share amounts) Consolidated Statements of Income Data: Net revenues $5,269,792 $4,184,698 $3,045,611 $2,987,324 $2,687,519 Pre-opening costs — 9,496 1,817 72,375 7,063 Operating income 1,008,240 625,252 234,963 312,136 427,355 Net income 825,113 316,596 39,107 210,479 196,336 Less: Net income attributable to noncontrolling interest[1] (211,742) (156,469) (18,453) — — Net income attributable to Wynn Resorts 613,371 160,127 20,654 210,479 196,336 Basic income per share 4.94 1.30 0.17 1.94 1.85 Diluted income per share 4.88 1.29 0.17 1.92 1.80 As of December 31, 2011 2010 2009 2008 2007 (in thousands, except per share amounts) Consolidated Balance Sheets Data: Cash and cash equivalents $1,262,587 $1,258,499 $1,991,830 $1,133,904 $1,275,120 Construction in progress 28,477 22,901 457,594 221,696 923,325 Total assets 6,899,496 6,674,497 7,581,769 6,755,788 6,312,820 Total long-term obligations[2] 3,096,149 3,405,983 3,695,821 4,430,436 3,774,951 Stockholders’ equity 2,223,454 2,380,585 3,160,363 1,601,595 1,956,959 Cash distributions declared per common share $6.50 $8.50 $4.00 $— $6.00 [1]In October 2009, Wynn Macau, Limited, our indirect wholly-owned subsidiary and the developer, owner and operator of Wynn Macau, listed itsordinary shares of common stock on The Stock Exchange of Hong Kong Limited. Wynn Macau, Limited sold 1,437,500,000 shares (27.7%) of itscommon stock through an initial public offering. Net income attributable to noncontrolling interest represents the noncontrolling interests’ share of ournet income of Wynn Macau, Limited.[2]Includes long-term debt, the required contract premium payments under our land concession contract at Wynn Macau, future charitable contributionsand deferred income taxes. 35Table of ContentsITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following discussion should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and the notesthereto included elsewhere in this Annual Report on Form 10-K.OverviewWe are a developer, owner and operator of destination casino resorts. We currently own and operate two casino resort complexes. 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 theopening of Encore at Wynn Las Vegas. We refer to the fully integrated Wynn Las Vegas and Encore at Wynn Las Vegas resort as our Las Vegas Operations. Inthe Macau Special Administrative Region of the People’s Republic of China (“Macau”), we own and operate Wynn Macau, which opened on September 6,2006. On April 21, 2010 we opened Encore at Wynn Macau, a further expansion of Wynn Macau. We refer to the fully integrated Wynn Macau and Encore atWynn Macau as our Macau Operations.Our ResortsThe following table sets forth information about our resorts as of February 2012: Hotel Rooms &Suites Approximate CasinoSquare Footage Approximate Numberof Table Games Approximate Numberof Slots Las Vegas Operations 4,750 186,000 220 2,430 Macau Operations 1,008 265,000 486 930 Las Vegas OperationsWynn Las Vegas I Encore is located at the intersection of the Las Vegas Strip and Sands Avenue, and occupies approximately 217 acres of land frontingthe Las Vegas Strip. In addition, we own approximately 18 acres across Sands Avenue, a portion of which is utilized for employee parking, andapproximately 5 acres adjacent to the golf course on which an office building is located.Our Las Vegas resort complex features: • Approximately 186,000 square feet of casino space, offering 24-hour gaming and a full range of games, including private gaming salons, a skycasino, a poker room, and a race and sports book; • Two luxury hotel towers with a total of 4,750 spacious hotel rooms, suites and villas; • 35 food and beverage outlets featuring signature chefs; • A Ferrari and Maserati automobile dealership; • Approximately 97,000 square feet of high-end, brand-name retail shopping, including stores and boutiques by Alexander McQueen, Brioni,Cartier, Chanel, Dior, Graff, Hermes, Loro Piana, Louis Vuitton, Manolo Blahnik, Oscar de la Renta, Vertu and others; • Recreation and leisure facilities, including an 18-hole golf course, swimming pools, private cabanas and two full service spas and salons; • Two showrooms; and • Three nightclubs and a beach club.In January 2011, we completed a refurbishment and upgrade to the resort rooms at Wynn Las Vegas. A remodel of the suites was completed in earlyMay 2011. These remodels were completed at a cost of $61 million. 36Table of ContentsIn response to our evaluation of our Las Vegas Operations and the reactions of our guests, we have and expect to continue to make enhancements andrefinements to this resort complex.Macau OperationsWe operate Wynn Macau I Encore under a 20-year casino concession agreement granted by the Macau government in June 2002.Our Macau resort complex features: • Approximately 265,000 square feet of casino space, offering 24-hour gaming and a full range of games, including private gaming salons, skycasinos and a poker pit; • Two luxury hotel towers with a total of 1,008 spacious rooms and suites; • Casual and fine dining in eight restaurants; • Approximately 54,200 square feet of high-end, brand-name retail shopping, including stores and boutiques by Bvlgari, Cartier, Chanel, Dior,Dunhill, Ferrari, Giorgio Armani, Gucci, Hermes, Hugo Boss, Louis Vuitton, Miu Miu, Piaget, Prada, Rolex, Tiffany, Tudor, VacheronConstantin, Van Cleef & Arpels, Versace, Vertu, Zegna and others; • Recreation and leisure facilities, including two health clubs and spas, a salon, a pool; and • Lounges and meeting facilities.In response to our evaluation of our Macau Operations and the reactions of our guests, we have made and expect to continue to make enhancements andrefinements to this resort complex.Future DevelopmentApproximately 142 acres of land comprising our Las Vegas Operations is currently improved with a golf course. While we may develop this property inthe future, we have no immediate plans to do so.In September 2011, Palo Real Estate Company Limited and Wynn Resorts (Macau) S.A., each an indirect subsidiary of Wynn Macau Limited,formally accepted the terms and conditions of a draft land concession contract from the Macau government, and in December 2011 made a $62.5 millioninitial deposit for approximately 51 acres of land in the Cotai area of Macau. Following government approval, we anticipate constructing a full scale integratedresort containing a casino, approximately 2,000 hotel suites, convention, retail, entertainment and food and beverage offerings on this land. We continue tofinalize the project scope, timeline and budget.Results of OperationsOur operating results in Macau were significantly higher in 2011 as the Macau market continued to grow, and the Las Vegas market began to improvewith increased levels of gaming revenue, visitation, and hotel room demand. Our results for the years presented are not comparable as the year endedDecember 31, 2011 includes a full year of operations for Encore at Wynn Macau which opened on April 21, 2010.The table below presents our net revenues (amounts in thousands): For the Years Ended December 31, 2011 2010 2009 Net Revenues: Las Vegas Operations $1,480,719 $1,296,064 $1,229,573 Macau Operations 3,789,073 2,888,634 1,816,038 $5,269,792 $4,184,698 $3,045,611 37Table of ContentsReliance on only two resort complexes (in two geographic regions) for our operating cash flow exposes us to certain risks that competitors, whoseoperations are more geographically diversified, may be better able to control. In addition to the concentration of operations in two resort complexes, many of ourcustomers are premium gaming customers who wager on credit, thus exposing us to increased credit risk. High-end gaming also increases the potential forvariability in our results.Operating MeasuresCertain key operating statistics specific to the gaming industry are included in our discussion of our operational performance for the periods for which aConsolidated Statement of Income is presented. There are two methods used to calculate win percentage in the casino industry. In Las Vegas and in the generalcasino in Macau, customers usually purchase cash chips at the gaming tables. The cash and net markers used to purchase the cash chips are deposited in thegaming table’s drop box. This is the base of measurement that we use in the casino at our Las Vegas Operations and in the general casino at our MacauOperations for calculating win percentage.In our VIP casino in Macau, customers primarily purchase non-negotiable chips, commonly referred to as rolling chips, from the casino cage and thereis no deposit into a gaming table drop box from chips purchased from the cage. Non-negotiable chips can only be used to make wagers. Winning wagers arepaid in cash chips. The loss of the non-negotiable chips in the VIP casino is recorded as turnover and provides a base for calculating VIP casino winpercentage. Because of this difference in chip purchase activity, the measurement base used in the general casino is not the same that is used in the VIP casino.It is customary in Macau to measure VIP casino play using this rolling chip method.The measurement method in Las Vegas and in the general casino in Macau tracks the initial purchase of chips at the table while the measurementmethod in our VIP casino in Macau tracks the sum of all losing wagers. Accordingly, the base measurement in the VIP casino is much larger than the generalcasino. As a result, the expected win percentage with the same amount of gaming win is smaller in the VIP casino in Macau when compared to the generalcasino in Las Vegas and Macau.Even though both use the same measurement method, we experience different win percentages in the general casino activity in Las Vegas versus Macau.This difference is primarily due to the difference in the mix of table games and customer playing habits between the two casinos. Each type of table game hasits own theoretical win percentage. In the second quarter of 2011, we increased our expectations for table games win percentage in the general casino at WynnMacau from 21% - 23% to 26% - 28% based on our experience since the opening of the Encore at Wynn Macau expansion.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 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. 38Table of ContentsFinancial results for the year ended December 31, 2011 compared to the year ended December 31, 2010.RevenuesNet revenues for the year ended December 31, 2011 are comprised of $4,190.5 million in casino revenues (79.5% of total net revenues) and $1,079.3million of net non-casino revenues (20.5% of total net revenues). Net revenues for the year ended December 31, 2010 are comprised of $3,245.1 million incasino revenues (77.5% of total net revenues) and $939.6 million of net non-casino revenues (22.5% of total net revenues).Casino revenues are primarily comprised of the net win from our table games and slot machine operations. Casino revenues for the year endedDecember 31, 2011 of $4,190.5 million represents a $945.4 million (29.1%) increase from casino revenues of $3,245.1 million for the year endedDecember 31, 2010.Our Las Vegas Operations experienced a $90.9 million (17%) increase in casino revenues to $625.2 million, compared to the prior year due to a 9.9%increase in drop and an increase in our average table games win percentage. Our average table games win percentage (before discounts) for the year endedDecember 31, 2011 was 24.9%, which was above the expected range of 21% to 24% and compares to 22.2% for the prior year. Slot machine handle at our LasVegas Operations increased slightly compared to the prior year; however slot machine win increased 7.0% as more play shifted to higher hold slot machines.Our Macau Operations experienced an $854.5 million (31.5%) increase in casino revenues to $3,565.3 million for the year ended December 31, 2011,compared to the prior year. Our VIP revenue segment increased 28.9% due to a 34.9% increase in turnover, offset by a lower win percentage, all compared tothe prior year. Our win as a percent of turnover was 2.93%, which is within our expected range of 2.7% to 3.0%, and compares to 3.0% in the prior year. Forthe year ended December 31, 2011, we benefited from an increase in the number of VIP tables and a full year of operations from Encore at Wynn Macauwhich opened in April 2010. In our general casino, drop increased 18.1% when compared to the prior year and the average table games win percentage was28.4%, which is slightly above our expected range of 26% to 28%. The average table game win percentage for the year ended December 31, 2010 was 23.6%.Slot machine handle increased 28.4% compared to the prior year as a result of increased visitation to our resort and a full year of operations for Encore atWynn Macau. Slot machine win increased 26.8% due to the increased handle partially offset by a slight decrease in hold percentage.For the year ended December 31, 2011, room revenues were $472.1 million, an increase of $71.8 million (17.9%) compared to prior year room revenueof $400.3 million. Room revenue at our Las Vegas Operations increased $45.6 million (14.8%) compared to the prior year. In Las Vegas, we experienced anincrease in room rates during the year ended December 31, 2011, compared to the prior year, with a 1.9 percentage point decrease in occupancy rate. We wereable to achieve an increase in ADR as we adjusted rates to attract a higher quality customer who would take advantage of all aspects of our resort. Roomrevenue at our Macau Operations increased $26.2 million (28.5%) due to increases in both occupancy rate and room rates compared to the prior year, as wellas the inclusion of a full year of the 414 additional suites added with the opening of Encore at Wynn Macau in April 2010.The table below sets forth key operating measures related to room revenue. Year EndedDecember 31, 2011 2010 Average Daily Rate Las Vegas $242 $210 Macau 315 291 Occupancy Las Vegas 86.1% 88.0% Macau 91.8% 87.8% REVPAR Las Vegas $208 $185 Macau 289 256 39Table of ContentsOther non-casino revenues for the year ended December 31, 2011, included food and beverage revenues of $547.7 million, retail revenues of $260.8million, entertainment revenues of $82.2 million, and other revenues from outlets such as the spa and salon, of $71.8 million. Other non-gaming revenues forthe year ended December 31, 2010, included food and beverage revenues of $488.1 million, retail revenues of $214.6 million, entertainment revenues of $72million, and other revenues from outlets, including the spa and salon, of $67.7 million. Food and beverage revenues at our Las Vegas Operations increased$37.5 million (9.0%), while our Macau Operations increased $22.1 million (31.3%), as compared to the prior year. The increase in Las Vegas is dueprimarily to business in our nightclubs including the full year of operations for the Encore Beach Club and Surrender Nightclub (which opened in May 2010)and increases in our catering and restaurant business. The increase in Macau is due to increased visitation to our resort and a full year of operations fromEncore at Wynn Macau which opened in April 2010. Retail revenues at our Macau Operations increased $42.6 million (32.3%), while retail at our Las VegasOperations increased by $3.6 million (4.3%). The increase at Wynn Macau is due primarily to strong same-store sales growth and the addition of three newboutiques at Encore at Wynn Macau. Entertainment revenues increased $10.2 million (14.1%) over the prior year primarily due to increased revenue fromGarth Brooks, who performs in the Encore Theater, and the Sinatra “Dance with Me” show, both in Las Vegas. The Sinatra “Dance with Me” show ended itsrun on April 23, 2011.Departmental, Administrative and Other ExpensesFor the year ended December 31, 2011, departmental expenses included casino expenses of $2,686.4 million, room expenses of $125.3 million, foodand beverage expenses of $283.9 million, and entertainment, retail and other expenses of $214.4 million. Also included are general and administrative expensesof approximately $389.1 million and $33.8 million charged as a provision for doubtful accounts receivable. For the year ended December 31, 2010,departmental expenses included casino expenses of $2,100.1 million, room expenses of $122.3 million, food and beverage expenses of $272.7 million, andentertainment, retail and other expenses of $204.6 million. Also included are general and administrative expenses of approximately $391.3 million andapproximately $28.3 million charged as a provision for doubtful accounts receivable. Casino expenses have increased during the year ended December 31,2011 due to an increase in casino revenues at both of our Las Vegas Operations and at our Macau Operations (where we incur a gaming tax and other levies ata rate totaling 39% in accordance with the concession agreement). Although our room revenues increased 17.9%, room expenses increased only 2.5% as therevenue increase was driven primarily by increased ADR. Food and beverage and entertainment, retail and other expenses increased commensurate with theincrease in revenues. The increase in the provision for doubtful accounts relates primarily to Wynn Las Vegas and is a result of the higher casino revenue baseexperienced during the year ended December 31, 2011, compared to the prior year.Pre-opening costsWe incurred no pre-opening costs during the year ended December 31, 2011. For the year ended December 31, 2010, we incurred $9.5 million of pre-opening costs primarily related to Encore at Wynn Macau which opened on April 21, 2010 and the Encore Beach Club and Surrender Nightclub whichopened in Las Vegas on May 28, 2010.Depreciation and amortizationDepreciation and amortization for the year ended December 31, 2011, was $398 million compared to $405.6 million for the year ended December 31,2010. While there was little change between periods, depreciation expense decreased due to assets with a 5-year life being fully depreciated as of September2011 at Wynn Macau and assets with a 5-year life being fully depreciated as of April 2010 at Wynn Las Vegas. These decreases were offset by additionaldepreciation for the assets of Encore at Wynn Macau which were placed into service in April 2010 and the assets of the Encore Beach Club and SurrenderNightclub in Las Vegas which were placed into service in May 2010. 40Table of ContentsDuring the construction of our resorts, costs incurred in the construction of the buildings, improvements to land and the purchases of assets for use inoperations were capitalized. Once these resorts 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 andequipment, intangibles and other assets and adjust them when warranted.The maximum useful life of assets at our Macau Operations is the remaining life of the gaming concession or land concession, which currently expire inJune 2022 and August 2029, respectively. Consequently, depreciation related to our Macau Operations is charged on an accelerated basis when compared toour Las Vegas Operations.Property charges and otherProperty charges and other for the year ended December 31, 2011, were $130.6 million compared to $25.2 million for the year ended December 31,2010. Property charges and other for the year ended December 31, 2011 include a charge of $109.6 million reflecting the present value of a charitablecontribution made by Wynn Macau to the University of Macau Development Foundation. This contribution consists of a $25 million payment made in May2011, and a commitment for additional donations of $10 million each year for the calendar years 2012 through 2022 inclusive, for a total of $135 million.The amount reflected in the accompanying Consolidated Statements of Income has been discounted using our then estimated borrowing rate over the timeperiod of the remaining committed payments. Also included are the write off of certain off-site golf memberships by Wynn Las Vegas, miscellaneousrenovations and abandonments at our resorts, including modifications of the Encore at Wynn Las Vegas and Wynn Macau retail esplanades, closure of theBlush nightclub and the write off of certain costs related to a show that ended its run in Las Vegas in April 2011.Property charges and other for the year ended December 31, 2010, include a contract termination payment of $14.9 million related to a managementcontract for certain of the nightclubs at Wynn Las Vegas and miscellaneous renovations, abandonments and gain/loss on sale of equipment at our resorts.Other non-operating costs and expensesInterest income was $7.7 million and $2.5 million for the years ended December 31, 2011 and 2010, respectively. During 2011 and 2010, our short-term investment strategy has been to preserve capital while retaining sufficient liquidity. While the majority of our short-term investments were primarily inmoney market accounts, U.S. Treasury Bills and time deposits with a maturity of three months or less, beginning in May 2011 we have invested in certaincorporate bond securities and commercial paper which contributed to the increase in interest income.Interest expense was $229.9 million, net of capitalized interest of $0, for the year ended December 31, 2011, compared to $222.9 million, net ofcapitalized interest of $7.2 million, for the year ended December 31, 2010. Our interest expense increased compared to the prior year primarily due to adecrease in interest capitalized and an increase in interest rates on our first mortgage notes, offset by a decrease in amounts outstanding under our Wynn LasVegas and Wynn Macau bank credit revolving facilities compared to the prior year.Changes in the fair value of our interest rate swaps are recorded as an increase (decrease) in swap fair value in each period. We recorded a gain of $14.2million for the year ended December 31, 2011, resulting from the increase in the fair value of our interest rate swaps from December 31, 2010 to December 31,2011. For the year ended December 31, 2010, we recorded an expense of $0.9 million resulting from the decrease in the fair value of interest rate swaps betweenDecember 31, 2009 and December 31, 2010. For further information on our interest rate swaps, see Item 7A—“Quantitative and Qualitative Disclosures aboutMarket Risk.”In April 2010, we completed an exchange offer for a portion of our outstanding 6 5/8% First Mortgage Notes (the “2014 Notes”). In connection with thatexchange offer, the direct costs incurred with third parties of $4.4 million were expensed. In August 2010, we completed a tender offer for the then outstanding2014 Notes 41Table of Contentsand subsequent call of all the remaining amounts once the tender was completed. In connection with this transaction, we recorded a loss on extinguishment ofdebt of $63 million. This included the tender offer consideration, the call premium and the related write off of the unamortized debt issue costs and originalissue discount.Income TaxesFor the year ended December 31, 2011, we recorded a tax benefit of $19.5 million. Our income tax benefit is primarily related to tax benefits resultingfrom an increase in our deferred tax assets, a decrease in our liability for uncertain tax positions as the result of the statute of limitations lapse reduced byforeign taxes assessable on the dividends of Wynn Macau, S.A. and foreign tax provisions related to our international marketing offices. Since June 30, 2010,we have no longer considered our portion of the tax earnings and profits of Wynn Macau, Limited to be permanently invested. No additional U.S. taxprovision has been made with respect to amounts not considered permanently invested as we anticipate that U.S. foreign tax credits should be sufficient toeliminate any U.S. tax provision relating to such repatriation. To the extent that book earnings exceed the tax earnings and profits of Wynn Macau, Limited,such excess is considered permanently invested. For the years ended December 31, 2011 and 2010, we recognized income tax benefits related to excess taxdeductions associated with stock compensation costs of $11.2 million and $10.5 million, respectively.Effective September 6, 2006, Wynn Macau, S.A. received a 5-year exemption from Macau’s 12% Complementary Tax on casino gaming profits. OnNovember 30, 2010, Wynn Macau, S.A. received an additional 5-year exemption through December 31, 2015. Accordingly, we were exempted from thepayment of approximately $82.7 million and $64.4 million in such taxes for the years ended December 31, 2011 and 2010, respectively. Our non-gamingprofits remain subject to the Macau Complementary Tax and casino winnings remain subject to the Macau Special Gaming tax and other levies at a ratetotaling 39% in accordance with our concession agreement.During the year ended December 31, 2011, Wynn Macau, S.A. received the results of the Macau Finance Bureau’s examination of its 2006 and 2007Macau Complementary Tax returns and filed an appeal related to the examination’s disallowance of certain deductions claimed in its 2006 MacauComplementary Tax Return. In August 2011, the 2006 Macau tax issues under appeal were resolved. As part of the settlement, the Company paid $1.1 millionin Macau Complementary tax substantially all of which was provided for in prior years. As the result of the resolution of these Macau tax issues andexpiration of the statute of limitations for 2006 Macau Complementary tax assessments on December 31, 2011, the total amount of unrecognized tax benefitsdecreased $10.8 million.During 2010, we received the results of an IRS examination of our 2006 through 2008 U.S. income tax returns and filed an appeal of the examination’sfindings with the Appellate division of the IRS. In connection with that appeal, we agreed to extend the statute of limitations for our 2006 and 2007 U.S.income tax returns to December 31, 2012. The issues under examination in these years are temporary differences and relate to the treatment of discountsextended to Las Vegas casino customers gambling on credit, the deduction of certain costs incurred during the development and construction of Encore atWynn Las Vegas and the appropriate tax depreciation recovery periods applicable to certain assets. Upon the settlement of these issues, unrecognized taxbenefits could decrease by $0 to $54 million. The resolution of the 2006, 2007 and 2008 examination is not expected to result in any significant cash paymentbut rather the utilization of a portion of our foreign tax credit carryforward.During the fourth quarter of 2010, the IRS commenced an examination of our 2009 U.S. income tax return. We believe that our liability for uncertain taxpositions related to the period covered by the examination is adequate. The resolution of the 2009 IRS examination is not expected to result in any significantcash payment, but rather the utilization of a portion of our foreign tax credit carryforward. 42Table of ContentsDuring October 2011, the IRS began an examination of our 2010 U.S. income tax return. Since the examination is in its initial stages we are unable todetermine if it will be concluded within the next twelve months. We believe our liability for uncertain tax positions related to the period covered by thisexamination is adequate.We are participating in the IRS Compliance Assurance Program (“CAP”) for the 2011 tax year. Under the CAP program, the IRS and the taxpayer worktogether in a pre-filing environment to examine transactions and issues and thus complete the tax examination before the tax return is filed. Participation in thisprogram should enable us to reduce time spent on tax administration and enhance tax reserve and financial statement reporting integrity. In January 2012, wereceived notification that we had been accepted into the IRS CAP for the 2012 tax year.Net income attributable to noncontrolling interestsIn October 2009, Wynn Macau, Limited, an indirect wholly-owned subsidiary, listed its ordinary shares of common stock on The Stock Exchange ofHong Kong Limited. Wynn Macau, Limited sold 1,437,500,000 shares (27.7%) of its common stock through an initial public offering. We recorded netincome attributable to noncontrolling interests of $211.7 million for the year ended December 31, 2011, compared to $156.5 million for the year endedDecember 31, 2010. This represents the noncontrolling interests’ share of net income from Wynn Macau, Limited for each year.Financial Results for the Year Ended December 31, 2010 Compared to the Year Ended December 31, 2009RevenuesNet revenues for the year ended December 31, 2010 are comprised of $3,245.1 million in casino revenues (77.5% of total net revenues) and $939.6million of net non-casino revenues (22.5% of total net revenues). Net revenues for the year ended December 31, 2009 were comprised of $2,206.8 million incasino revenues (72.5% of total net revenues) and $838.8 million of net non-casino revenues (27.5% of total net revenues).Casino revenues are comprised of the net win from our table games and slot machine operations. Casino revenues for the year ended December 31, 2010of approximately $3,245.1 million represents a $1,038.3 million (or 47%) increase from casino revenues of $2,206.8 million for the year ended December 31,2009.Our Las Vegas Operations experienced a $28.5 million increase in casino revenues compared to the prior year due to a 3.4% increase in drop and anincrease in our average table games win percentage. Our average table games win percentage (before discounts) for the year ended December 31, 2010 was22.2% which was within the expected range of 21% to 24% and compares to 20.2% for the prior year. Slot handle at our Las Vegas Operations decreased18.3% compared to the prior year; however slot win decreased only 6.9% as more play shifted to higher hold machines.Casino revenues at our Macau Operations increased $1,009.8 million during the year ended December 31, 2010, compared to the prior year. Weexperienced a 77.8% increase in the VIP revenue segment due to a 68.0% increase in turnover. Our win as a percent of turnover was 3.0%, which is at the highend of the expected range of 2.7% to 3.0%, and compares to 2.9% in the prior year. In November 2009 we added two new private gaming salons with 29 VIPtables and on April 21, 2010 we added 37 VIP tables with the opening of Encore at Wynn Macau, which helped drive some of the growth in our VIP segmentduring the year ended December 31, 2010 compared to the prior year. Our VIP casino segment win as a percent of turnover includes a nominal beneficial effectattributable to non-rolling chip play. In our general casino, drop increased 17.4% when compared to the prior year and the average table games win percentagewas 23.6%, which is above the expected range of 19% to 21%. The average table game win percentage for the year ended December 31, 2009 was 21.9%. Slothandle increased 23.8% compared to the prior year primarily due to the opening of Encore at Wynn Macau and slot win increased by 29.8%. 43Table of ContentsFor the year ended December 31, 2010, room revenues were approximately $400.3 million, an increase of $22.8 million compared to prior year roomrevenue of $377.5 million. Room revenue at our Las Vegas Operations decreased approximately $12.7 million compared to the prior year. In Las Vegas, wecontinued to experience a decrease in room rates during the year ended December 31, 2010, compared to the year ended December 31, 2009. We believe this wasdue to the economic conditions in the U.S. and the increased capacity in the Las Vegas market including the opening of a new large scale casino hotel in LasVegas in December 2009. In addition, in July 2010, we commenced a project to remodel all of the rooms at Wynn Las Vegas. Accordingly, we had 3.8% fewerroom nights available during the year ended December 31, 2010 which had a negative impact on our room revenues in Las Vegas. This room remodel wascompleted in the second quarter of 2011. Room revenue at our Macau Operations increased approximately $35.5 million due to the 414 additional suites addedwith Encore at Wynn Macau and an increase in the average daily room rate compared to the prior year.The table below sets forth key operating measures related to room revenue. Years EndedDecember 31, 2010 2009 Average Daily Rate Las Vegas $210 $217 Macau 291 266 Occupancy Las Vegas 88.0% 85.2% Macau 87.8% 87.5% REVPAR Las Vegas $185 $185 Macau 256 233 Other non-casino revenues for the year ended December 31, 2010, included food and beverage revenues of approximately $488.1 million, retail revenuesof approximately $214.6 million, entertainment revenues of approximately $72 million, and other revenues from outlets such as the spa and salon, ofapproximately $67.7 million. Other non-casino revenues for the year ended December 31, 2009, included food and beverage revenues of approximately $436.4million, retail revenues of approximately $165.1 million, entertainment revenues of approximately $57.1 million, and other revenues from outlets, includingthe spa and salon, of approximately $66.2 million. Food and beverage revenues at our Las Vegas Operations increased approximately $31.4 million, while ourMacau Operations increased $20.3 million, as compared to the prior year. The increase in Las Vegas is due primarily to business in our nightclubs includingthe opening of the Encore Beach Club and Surrender nightclub in May 2010. The increase in Macau is primarily due to the opening of Encore at Wynn Macauand increased visitation to our resort. Retail revenues at our Macau Operations increased $52.2 million, offset by a decrease of $2.7 million in Las Vegas. Theincrease in Macau is due primarily to increased sales at several outlets, the opening of Wynn and Co. Watches and Jewelry in November 2009, which sellsCartier and Jaeger Le Coultre products, and new outlets at Encore at Wynn Macau including Chanel, Piaget and Cartier. Entertainment revenues increased overthe prior year primarily due to performances by Garth Brooks in the Encore Theater in Las Vegas which commenced in December 2009, as well as increasedrevenue from our “Le Rêve” show.Departmental, Administrative and Other ExpensesDuring the year ended December 31, 2010, departmental expenses included casino expenses of $2,100.1 million, room expenses of $122.3 million, foodand beverage expenses of $272.7 million, and entertainment, retail and other expenses of $204.6 million. Also included are general and administrativeexpenses of approximately $391.3 million and approximately $28.3 million charged as a provision for doubtful accounts receivable. During the year endedDecember 31, 2009, departmental expenses included casino expenses of $1,460.1 million, room expenses of $111.6 million, food and beverage expenses of$252.7 million, and 44Table of Contentsentertainment, retail and other expenses of $166.6 million. Also included are general and administrative expenses of approximately $365.1 million andapproximately $13.7 million charged as a provision for doubtful accounts receivable. Casino expenses have increased during the year ended December 31,2010 due primarily to an increase in casino revenues especially at our Macau Operations where we incur a gaming tax and other levies at a rate totaling 39% inaccordance with our concession agreement. Room expenses increased during the year ended December 31, 2010, compared to the prior year, primarily due toincreased customer acquisition and marketing costs and the opening of Encore at Wynn Macau in April 2010. Food and beverage expenses increasedcommensurate with the increase in revenue.Entertainment, retail and other expense increased primarily as a result of performances by Garth Brooks in the Encore Theater at Wynn Las Vegas andincreased retail sales in Macau as noted above. General and administrative expenses increased primarily due to higher spending associated with corporateactivities. The provision for doubtful accounts receivable increased $14.6 million due to an increase in credit issuances commensurate with the increase inbusiness volume.Pre-opening costsDuring the year ended December 31, 2010, we incurred $9.5 million of pre-opening costs compared to $1.8 million during the year ended December 31,2009. Pre-opening costs incurred during the year ended December 31, 2010, primarily related to Encore at Wynn Macau which opened on April 21, 2010, andthe Encore Beach Club and Surrender Nightclub which opened in Las Vegas on May 28, 2010.Depreciation and amortizationDepreciation and amortization for the year ended December 31, 2010, was $405.6 million compared to $410.5 million for the year ended December 31,2009. This decrease is primarily due to assets with a 5-year life being fully depreciated as of April 2010 at Wynn Las Vegas, offset by depreciation of theassets of Encore at Wynn Macau which were placed in to service in April 2010 and the assets of the Encore Beach Club which were placed in to service inMay 2010.During the construction of our resorts, costs incurred in the construction of the buildings, improvements to land and the purchases of assets for use inoperations were capitalized. Once these resorts 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 andequipment, intangibles and other assets and adjust them when warranted.The maximum useful life of assets at our Macau Operations is the remaining life of the gaming concession or land concession, which currently expire inJune 2022 and August 2029, respectively. Consequently, depreciation related to our Macau Operations is charged on an accelerated basis when compared toour Las Vegas Operations.Property charges and otherProperty charges and other generally include costs related to the retirement of assets for remodels and asset abandonments. Property charges and other forthe year ended December 31, 2010, were $25.2 million compared to $28.5 million for the year ended December 31, 2009. Property charges and other for theyear ended December 31, 2010 include a contract termination payment of $14.9 million related to a management contract for certain of the nightclubs at WynnLas Vegas and Encore at Wynn Las Vegas and miscellaneous renovations, abandonments and gain/loss on sale of equipment at Wynn Las Vegas and WynnMacau. Property charges and other for the year ended December 31, 2009, include a $16.7 million charge for the abandonment of the front porte-cochere atEncore at Wynn Las Vegas to make way for the Encore Beach Club, the write-off of $6.8 million of aircraft purchase deposits and $5 million related tomiscellaneous renovations, abandonments and loss on sale of equipment. 45Table of ContentsIn response to our evaluation of our resorts and the reactions of our guests, we continue to remodel and make enhancements at our resorts.Other non-operating costs and expensesInterest income was $2.5 million and $1.7 million for the years ended December 31, 2010 and 2009, respectively. During 2010 and 2009, our short-term investment strategy has been to preserve capital while retaining sufficient liquidity. Accordingly, our short-term investments include primarily moneymarket funds, U.S. Treasury Bills and time deposits with a purchase maturity of three months or less.Interest expense was $222.9 million, net of capitalized interest of $7.2 million, for the year ended December 31, 2010, compared to $211.4 million, netof capitalized interest of $10.7 million, for the year ended December 31, 2009. Our interest expense increased approximately $11.5 million primarily due tointerest expense for the Wynn Las Vegas $500 million 7/8% First Mortgage Notes issued in October 2009 and the increased rate on our remaining Wynn LasVegas First Mortgage Notes as discussed below, offset partially by the payoff of the Wynn Resorts term loan in June 2009 and reduction in amountsoutstanding under the Wynn Las Vegas and Wynn Macau bank revolving credit facilities compared to the prior year.Changes in the fair value of our interest rate swaps are recorded as an increase (decrease) in swap fair value in each year. We recorded an expense ofapproximately $0.9 million for the year ended December 31, 2010 resulting from the decrease in the fair value of our interest rate swaps from December 31,2009 to December 31, 2010. During the year ended December 31, 2009 we recorded an expense of $2.3 million resulting from the decrease in the fair value ofinterest rate swaps between December 31, 2008 and December 31, 2009. For further information on our interest rate swaps, see Item 7A—“Quantitative andQualitative Disclosures about Market Risk.”In April 2010, we completed an exchange offer for a portion of the Wynn Las Vegas 6 5/8% First Mortgage Notes due 2014 (“the 2014 Notes”). Inconnection with that exchange offer, the direct costs incurred with third parties of $4.6 million were expensed. Also, in connection with our July 2010 tenderoffer for the then outstanding 2014 Notes and subsequent call of all the remaining amounts once the tender was completed, we recorded a loss onextinguishment of debt of $ 63.3 million. This included the tender offer consideration, the call premium and the related write off of the unamortized debt issuecosts and original issue discount.During the year ended December 31, 2009, we recorded a gain on early extinguishment of debt of $18.7 million as a result of several debt retirements.We purchased and retired outstanding loans of $375 million under the Wynn Resorts Term Loan Facility at a discounted price of 97.25%. In connection withthis transaction, we recognized an $8.8 million gain on early retirement of debt, net of the write-off of unamortized debt issue cost. During this same period,we purchased $65.8 million face amount of the 2014 Notes through open market purchases at a discount. This transaction resulted in a gain on earlyextinguishment of debt of $13.7 million, net of the write off of unamortized debt discount and debt issue costs. We participated in the April 2010 tender offernoted above with respect to $35.8 million of these notes and accordingly, as of December 31, 2011 and 2010, Wynn Resorts holds $30 million of this debtwhich has not been contributed to its wholly-owned subsidiary, Wynn Las Vegas. For accounting purposes these notes were treated as having beenextinguished by Wynn Resorts in 2009. In October 2009, we purchased loans through an offer to purchase loans outstanding under the Wynn Las Vegascredit agreement, with a face-value of $87.6 million for $84.4 million, reflecting a discounted price of 96.37%. In connection with this transaction, werecognized a net gain of approximately $2.1 million on early retirement of debt. Offsetting these gains was the write off of debt issue costs of approximately$5.9 million related to permanent reductions in our bank credit facility.Income TaxesDuring the year ended December 31, 2010, we recorded a tax expense of $20.4 million. Our provision for income taxes was primarily comprised ofincreases in our foreign and domestic valuation allowances relating to foreign tax loss carryforwards, other foreign deferred tax assets and U.S. foreign taxcredits not considered more 46 7Table of Contentslikely than not realizable in the future. The tax provision recorded for the valuation allowance increases was reduced by an income tax benefit recorded for theloss from our U.S. operations. As of June 30, 2010, we no longer consider our portion of the tax earnings and profits of Wynn Macau, Limited to bepermanently reinvested. No additional U.S. tax provision has been made with respect to this amount as we anticipate that U.S. foreign tax credits should besufficient to eliminate any U.S. tax provision relating to such repatriation. Prior to this change, our earnings attributable to periods after September 2009, wereconsidered permanently reinvested abroad. The decrease in our current deferred tax liability was primarily attributable to the repatriation of $1.14 billion ofWynn Macau, Limited IPO proceeds not considered permanently reinvested. During the year ended December 31, 2010, we recognized income tax benefitsrelated to excess tax deductions associated with stock-based compensation costs of $10.5 million.Effective September 6, 2006, Wynn Macau S.A. received a 5-year exemption from Macau’s 12% Complementary Tax on casino gaming profits.Accordingly, we were exempted from the payment of $64.4 million in such taxes for the year ended December 31, 2010. Our non-gaming profits remainsubject to the Macau Complementary Tax and casino winnings remain subject to the Macau Special Gaming tax and other levies at a rate totaling 39% inaccordance with our concession agreement. On November 30, 2010, Wynn Macau S.A. received an additional 5-year exemption from Macau’s 12%Complementary Tax on casino gaming profits to December 31, 2015.Net income attributable to noncontrolling interestsIn October 2009, Wynn Macau, Limited, our indirect wholly-owned subsidiary and the developer, owner and operator of Wynn Macau, listed itsordinary shares of common stock on The Stock Exchange of Hong Kong Limited. Wynn Macau, Limited sold 1,437,500,000 shares (27.7%) of its commonstock through an initial public offering. We recorded net income attributable to noncontrolling interests of $156.5 million for the year ended December 31,2010, compared to $18.5 million for the period October 9, 2009, the date of the initial public offering, to December 31, 2009. This represents thenoncontrolling interests’ share of net income from Wynn Macau, Limited.Adjusted Property EBITDAWe use adjusted property EBITDA to manage the operating results of our segments. Adjusted property EBITDA is earnings before interest, taxes,depreciation, amortization, pre-opening costs, property charges and other, corporate expenses, stock-based compensation, and other non-operating income andexpenses, and includes equity in income from unconsolidated affiliates. Adjusted property EBITDA is presented exclusively as a supplemental disclosurebecause we believe that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. We use adjusted property EBITDAas a measure of the operating performance of our segments and to compare the operating performance of our properties with those of our competitors. We alsopresent adjusted property EBITDA because it is used by some investors as a way to measure a company’s ability to incur and service debt, make capitalexpenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplement to financial measures inaccordance with U.S. generally accepted accounting principles (“GAAP”). In order to view the operations of their casinos on a more stand-alone basis, gamingcompanies, including us, have historically excluded from their EBITDA calculations pre-opening expenses, property charges and corporate expenses that donot relate to the management of specific casino properties. However, adjusted property EBITDA should not be considered as an alternative to operating incomeas an indicator of our performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measuredetermined in accordance with GAAP. Unlike net income, adjusted property EBITDA does not include depreciation or interest expense and therefore does notreflect current or future capital expenditures or the cost of capital. We have significant uses of cash flows, including capital expenditures, interest payments,debt principal repayments, taxes and other non-recurring charges, which are not reflected in adjusted property EBITDA. Also, our calculation of adjustedproperty EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited. 47Table of ContentsThe following table (amounts in thousands) summarizes adjusted property EBITDA for our Las Vegas and Macau Operations as reviewed bymanagement and summarized in “Item 8—Notes to Consolidated Financial Statement—Note 17 Segment Information.” That footnote also presents areconciliation of adjusted property EBITDA to net income. Years Ended December 31, 2011 2010 2009 Las Vegas $439,036 $270,299 $244,065 Macau 1,196,232 892,686 502,087 Total Adjusted Property EBITDA $1,635,268 $1,162,985 $746,152 During 2011, the economic environment in the gaming and hotel markets in Las Vegas began to improve with increased levels of gaming revenue,visitation and hotel room demand. While these gaming and hotel statistics have increased from prior year levels, uncertainty still exists in the Las Vegasmarket. During 2011, the average daily room rate increased 10.7%, visitation increased 4.3% to 38.9 million visitors, and Las Vegas Strip gaming revenuesincreased 5.1%, all as compared to the year ended December 31, 2010. During 2010, the average daily room rate increased 2%, visitation increased 2.7% to37.3 million visitors, and Las Vegas Strip gaming revenues increased 4.5%, all as compared to the year ended December 31, 2009.For 2011, our Las Vegas Operations benefited from increased gaming volumes, a higher than normal table games win percentage, improved ADR, andan overall increase in all other revenue streams including food and beverage, entertainment and retail. While we experienced a slight decrease in our occupancycompared to the prior year, we were able to achieve an increase in ADR as we adjusted rates to attract a higher quality customer who would take advantage ofall aspects of our resort. While we benefited from higher win percentages on our table games and higher non-casino revenues for the year, the economicenvironment in the Las Vegas market is still uncertain.Our Macau Operations’ adjusted property EBITDA has increased as the Macau market continues to grow and as a result of our expansion of that resortas detailed in the discussions above regarding our results of operations.Liquidity and Capital ResourcesCash Flow from OperationsOur operating cash flows primarily consist of our operating income generated by our Las Vegas and Macau operations (excluding depreciation and othernon-cash charges), interest paid, and changes in working capital accounts such as receivables, inventories, prepaid expenses, and payables. Our table gamesplay both in Macau and Las Vegas is a mix of cash play and credit play, while our slot machine play is conducted primarily on a cash basis. A portion of ourtable games revenue is attributable to the play of a limited number of premium international customers that gamble on credit. The ability to collect these gamingreceivables may impact our operating cash flow for the period. Our rooms, food and beverage, and entertainment, retail, and other revenue is conductedprimarily on a cash basis or as a trade receivable. Accordingly, operating cash flows will be impacted by changes in operating income and accountsreceivables.Net cash provided from operations for the year ended December 31, 2011 was $1.5 billion compared to $1.1 billion provided by operations for the yearended December 31, 2010. This increase is primarily due to the increase in operating income as a result of increased operating department profitability at bothour Las Vegas Operations and our Macau Operations, especially in the casino, room and food and beverage departments. Offsetting this increase was theimpact of ordinary working capital changes primarily driven by customer deposits and accounts receivable and an increase in cash paid for interest of $49.5million. 48Table of ContentsCapital ResourcesWe require a certain amount of cash on hand for operations. At December 31, 2011, we had approximately $1.3 billion of cash and cash equivalentsavailable for operations, debt service and retirement, development activities, general corporate purposes and enhancements to our resorts. Of this amount$663.5 million was held by Wynn Macau, Limited and its subsidiaries of which we own 72.3%. If repatriated to the U.S., substantially all of our portion ofsuch cash would be subject to U.S. tax in the year of repatriation. Cash balances held by Wynn Resorts, Limited, which is not a guarantor of the debt of itssubsidiaries, was $378.5 million. We also have available-for-sale investments in foreign and domestic debt securities with maturities of 1 to 3 years totaling$213.6 million.In addition, as of December 31, 2011, we had approximately $351.1 million of availability under our Wynn Las Vegas Revolving Credit Facility andapproximately $849.6 million of availability under our Wynn Macau Senior Revolving Credit Facility. Debt maturities in 2012 are $407.9 million.We believe that cash flow from operations, availability under our bank credit facilities and our existing cash balances will be adequate to satisfy ouranticipated uses of capital during 2012. If any additional financing became necessary, we cannot provide assurance that future borrowings will be available.Cash and cash equivalents include investments in money market funds, domestic and foreign bank time deposits and commercial paper, all withmaturities of less than 90 days.Investing ActivitiesCapital expenditures were approximately $184.1 million, $283.8 million and $540.9 million for the years ended December 31, 2011, 2010 and 2009.For 2011, our capital expenditures primarily relate to the room and suite remodel at Wynn Las Vegas, a new high limit slot salon, new Las Vegas Tower Suiteslobby and lounge and other property remodels. In addition, 2011 includes a $62.5 million initial payment pursuant to the terms of a draft land concession inMacau. For 2010 and 2009, our capital expenditures relate primarily to the construction cost associated with Encore at Wynn Macau, which opened in April2010, the Encore Beach Club and Surrender Nightclub, which opened in May 2010 and final costs associated with Encore at Wynn Las Vegas, which openedin December 2008.During the year ended December 31, 2011, we invested $316.5 million in corporate debt securities and commercial paper.Financing ActivitiesLas Vegas OperationsAs of December 31, 2011, our Wynn Las Vegas credit facilities, as amended, consisted of a $108.5 million revolving credit facility, due July 2013 anda $258.4 million revolving credit facility due July 2015 (together the “Wynn Las Vegas Revolver”), and a fully drawn $40.3 million term loan facility dueAugust 2013 and a fully drawn $330.6 million term loan facility due August 2015 (together the “Wynn Las Vegas Term Loan”). The Wynn Las VegasRevolver and the Wynn Las Vegas Term Loan are together referred to as the “Wynn Las Vegas Credit Facilities.” During the year ended December 31, 2011, werepaid $20.1 million of borrowings under the Wynn Las Vegas Revolver and $4 million under the Wynn Las Vegas Term Loan. As of December 31, 2011, theWynn Las Vegas Term Loan was fully drawn and we had no borrowings outstanding under the Wynn Las Vegas Revolver. We had $15.8 million ofoutstanding letters of credit that reduce availability for borrowing under the Wynn Las Vegas Revolver. Accordingly, we had availability of $351.1 millionunder the Wynn Las Vegas Revolver as of December 31, 2011.Loans under the Wynn Las Vegas Credit Facilities bear interest at fluctuating rates, based on either LIBOR or an alternative base rate, plus an applicablemargin. As of December 31, 2011, the applicable margin for 49Table of ContentsLIBOR loans under the Wynn Las Vegas Revolver and the Wynn Las Vegas Term Loan due August 17, 2015 was 3.0%, and the applicable margin forLIBOR loans under the Wynn Las Vegas Term Loan due August 15, 2013 was 1.875%. Base Rate Loans bear interest at (a) the greatest of (i) the rate mostrecently announced by Deutsche Bank as its “prime rate,” (ii) the Federal Funds Rate plus 1/2 of 1% per annum, and (iii) in the case of a Wynn Las VegasRevolver loan the one month Eurodollar rate; plus (b) a borrowing margin of 2.0% for Wynn Las Vegas Revolver loans and 0.875% for Wynn Las Vegas TermLoans. Interest on Base Rate Loans will be payable quarterly in arrears. Wynn Las Vegas, LLC also pays, quarterly in arrears, 1.0% per annum on the dailyaverage of unused commitments under the Wynn Las Vegas Revolver.In addition to scheduled amortization payments, Wynn Las Vegas, LLC is required to make mandatory prepayments of indebtedness under the WynnLas Vegas Credit Facilities from the net proceeds of all debt offerings (other than those constituting certain permitted debt). Wynn Las Vegas, LLC is alsorequired to make mandatory repayments of indebtedness under the Wynn Las Vegas Credit Facilities from specified percentages of excess cash flow, whichpercentages may decrease and/or be eliminated based on Wynn Las Vegas, LLC’s leverage ratio. For 2012, Wynn Las Vegas, LLC expects to make amandatory repayment of approximately $88 million in March pursuant to this provision of the Wynn Las Vegas Credit Facilities. Wynn Las Vegas, LLC hasthe option to prepay all or any portion of the indebtedness under the Wynn Las Vegas Credit Facilities at any time without premium or penalty.The Wynn Las Vegas Credit Facilities contain customary negative covenants and financial covenants, including, but not limited to, negative covenantsthat restrict Wynn Las Vegas, LLC’s ability to: incur additional indebtedness, including guarantees; create, incur, assume or permit to exist liens on propertyand assets; declare or pay dividends and make distributions or restrict the ability of Wynn Las Vegas, LLC’s subsidiaries to pay dividends and makedistributions; engage in mergers, investments and acquisitions; enter into transactions with affiliates; enter into sale-leaseback transactions; executemodifications to material contracts; engage in sales of assets; make capital expenditures; and make optional prepayments of certain indebtedness. Thefinancial covenants include maintaining a Consolidated Interest Coverage Ratio, as defined, not less than 1.00 to 1 as of December 31, 2011. Managementbelieves that Wynn Las Vegas, LLC was in compliance with all covenants at December 31, 2011. The Consolidated Interest Coverage Ratio remains at 1.00 to1 through June 2013. As of December 31, 2011, approximately $1 billion of net assets of Wynn Las Vegas, LLC were restricted from being distributed underthe terms of its long-term debt.As of December 31, 2011, we had the following first mortgage notes outstanding:7/8% First Mortgage Notes due 2017In October 2009, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (together, the “Issuers”) issued, in a private offering, $500 millionaggregate principal amount of 7/8% first mortgage notes due November 1, 2017 (the “2017 Notes”) at a price of 97.823% of the principal amount. Interest isdue on the 2017 Notes on May 1st and November 1st of each year. Commencing November 1, 2013, the 2017 Notes are redeemable at the Issuer’s option at aprice equal to 103.938% of the principal amount redeemed and the premium over the principal amount declines ratably on November 1st of each year thereafterto zero on or after November 1, 2015. The 2017 Notes are senior secured obligations of the Issuers, guaranteed by certain of Wynn Las Vegas, LLC’ssubsidiaries and secured by a first priority lien on substantially all of the existing and future assets of the Issuers and guarantors, and a first priority lien onthe equity interests of Wynn Las Vegas, LLC, all of which is the same collateral that secures borrowings under Wynn Las Vegas, LLC’s credit facilities. Theindenture governing the 2017 Notes contains customary negative covenants and financial covenants, including, but not limited to, negative covenants thatrestrict Wynn Las Vegas, LLC’s ability to: pay dividends or distributions or repurchase equity; incur additional debt; make investments; create liens onassets to secure debt; enter into transactions with affiliates; enter into sale-leaseback transactions; merge or consolidate with another company; transfer and sellassets or create dividend and other payment restriction affecting subsidiaries. 50 7 7Table of Contents7/8% First Mortgage Notes due 2020In April 2010, the, the Issuers issued, in a private offering, $352 million aggregate principal amount of 7/8% first mortgage notes due May 1, 2020 (the“2020 Notes”). The 2020 Notes were issued pursuant to an exchange offer for previously issued notes that were to mature in December 2014. Interest is due onthe 2020 Notes on May 1st and November 1st of each year. Commencing May 1, 2015, the 2020 Notes are redeemable at the Issuer’s option at a price equal to103.938% of the principal amount redeemed and the premium over the principal amount declines ratably on May 1st of each year thereafter to zero on or afterMay 1, 2018. The 2020 Notes rank pari passu in right of payment with borrowings under Wynn Las Vegas, LLC’s credit facilities and 2017 Notes. The2020 Notes are senior secured obligations of the Issuers, guaranteed by certain of Wynn Las Vegas, LLC’s subsidiaries and secured by a first priority lien onsubstantially all of the existing and future assets of the Issuers and guarantors, and a first priority lien on the equity interests of Wynn Las Vegas, LLC, all ofwhich is the same collateral that secures borrowings under Wynn Las Vegas, LLC’s credit facilities and the 2017 Notes. The indenture governing the 2020Notes contains customary negative covenants and financial covenants, including, but not limited to, negative covenants that restrict Wynn Las Vegas, LLC’sability to: pay dividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter intotransactions with affiliates; enter into sale-leaseback transactions; merge or consolidate with another company; transfer and sell assets or create dividend andother payment restriction affecting subsidiaries.7/4% First Mortgage Notes due 2020In August 2010, the Issuers issued $1.32 billion aggregate principal amount of 7 3/4% first mortgage notes due August 15, 2020 (the “New 2020Notes”). The New 2020 Notes were issued at par. The New 2020 Notes refinanced a previous note issue that was to mature in December 2014. Interest is dueon the New 2020 Notes on February 15th and August 15th of each year. Commencing August 15, 2015, the New 2020 Notes are redeemable at the Issuer’soption at a price equal to 103.875% of the principal amount redeemed and the premium over the principal amount declines ratably on August 15th of each yearthereafter to zero on or after August 15, 2018. The New 2020 Notes rank pari passu in right of payment with borrowings under Wynn Las Vegas, LLC’scredit facilities, the 2017 Notes and the 2020 Notes. The New 2020 Notes are senior secured obligations of the Issuers, guaranteed by certain of Wynn LasVegas, LLC’s subsidiaries and secured on an equal and ratable basis (with certain exceptions) by a first priority lien on substantially all of the existing andfuture assets of the Issuers and guarantors, and a first priority lien on the equity interests of Wynn Las Vegas, LLC, all of which is the same collateral thatsecures borrowings under Wynn Las Vegas, LLC’s credit facilities, the 2017 Notes and the 2020 Notes. The indenture governing the New 2020 Notescontains customary negative covenants and financial covenants, including, but not limited to, negative covenants that restrict Wynn Las Vegas, LLC’s abilityto: pay dividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter into transactionswith affiliates; enter into sale-leaseback transactions; merge or consolidate with another company; transfer and sell assets or create dividend and other paymentrestriction affecting subsidiaries.Macau OperationsAs of December 31, 2011, our Wynn Macau credit facilities, as amended, consisted of a $550 million equivalent fully-funded senior term loan facility(the “Wynn Macau Term Loan”), and a $1 billion equivalent senior revolving credit facility (the “Wynn Macau Revolver”) in a combination of Hong Kongand U.S. dollars. The Wynn Macau Revolver and the Wynn Macau Term Loan are together referred to as the “Wynn Macau Credit Facilities.” Wynn Macau,S.A. also has the ability to increase the total facilities by an additional $50 million pursuant to the terms and provisions of the Amended Common TermsAgreement. During the year ended December 31, 2011, we repaid $100.2 million of borrowings under the Wynn Macau Revolver in the first part of the yearand borrowed $150.4 million in December 2011. Beginning in September 2011, quarterly payments became due under the Wynn Macau Term Loan and for2011 the total amount repaid was $74 million. As of December 31, 2011, the Wynn Macau Term Loan was fully drawn, with total amounts outstanding of$477.3 million and we had $150.4 million in borrowings outstanding under the Wynn Macau Revolver. We had $849.6 million of availability under theWynn Macau Revolver as of December 31, 2011. 51 7 7 3Table of ContentsThe Wynn Macau Term Loan matures in June 2014, and the Wynn Macau Revolver matures in June 2012. The principal amount of the Wynn MacauTerm Loan is required to be repaid in quarterly installments that commenced in September 2011, with $145.9 million due in 2012. Borrowings under theWynn Macau Credit Facilities bear interest at LIBOR or the Hong Kong Interbank Offer Rate (“HIBOR”) plus a margin which was 1.75% throughSeptember 30, 2010. Commencing in the fourth quarter of 2010, the Wynn Macau Credit Facilities are subject to a margin of 1.25% to 2.00% depending onWynn Macau’s leverage ratio at the end of each quarter. At December 31, 2011, the margin was 1.25% to 1.75%.The Wynn Macau Credit Facilities contain a requirement that we must make mandatory repayments of indebtedness from specified percentages ofexcess cash flow. If the Wynn Macau subsidiary meets a Consolidated Leverage Ratio, as defined, of greater than 4.0 to 1, such repayment is defined as 50%of Excess Cash Flow, as defined. If the Consolidated Leverage Ratio is less than 4.0 to 1, then no repayment is required. Based on current estimates we do notbelieve that the Wynn Macau Consolidated Leverage Ratio during the year ending December 31, 2012 will exceed 4.0 to 1. Accordingly we do not expect tomake any mandatory repayments pursuant to this requirement during 2012.The Wynn Macau Credit Facilities contain customary covenants restricting certain activities including, but not limited to: the incurrence of additionalindebtedness, the incurrence or creation of liens on any of its property, sales and leaseback transactions, the ability to dispose of assets, and make loans orother investments. In addition, Wynn Macau was required by the financial covenants to maintain a Leverage Ratio, as defined, of not greater than 3.50 to 1 asof December 31, 2011, and an Interest Coverage Ratio, as defined, of not less than 2.00 to 1. Management believes that Wynn Macau was in compliance withall covenants at December 31, 2011.Wynn Resorts, LimitedIn October 2009, Wynn Macau, Limited, our indirect wholly-owned subsidiary, listed its ordinary shares of common stock on The Stock Exchange ofHong Kong Limited. Through an initial public offering, including the over allotment, Wynn Macau, Limited sold 1,437,500,000 shares (27.7%) of itscommon stock. We received proceeds, net of related costs, of approximately $1.8 billion as a result of this transaction.During the years ended December 31, 2011, 2010 and 2009, we paid cash dividends totaling $6.50 per share, $8.50 per share and $4.00 per share,respectively.Our Board of Directors has authorized an equity repurchase program of up to $1.7 billion. The repurchase program may include repurchases from timeto time through open market purchases, in privately negotiated transactions, and under plans complying with Rules 10b5-1 and 10b-18 under the ExchangeAct. No share repurchases were made during the years ended December 31, 2010 or 2009. During 2011, the Company repurchased a total of 51,136 shares(6,160 shares during the fourth quarter) in satisfaction of tax withholding obligations on vested restricted stock. As of December 31, 2011, we hadrepurchased a total of 12,856,090 shares of our common stock for a net cost of $1.1 billion under the program.Off Balance Sheet ArrangementsWe have not entered into any transactions with special purpose entities nor do we engage in any derivatives except for previously discussed interest rateswaps. We do not have any retained or contingent interest in assets transferred to an unconsolidated entity. At December 31, 2011, we had outstanding lettersof credit totaling $15.8 million. 52Table of ContentsContractual Obligations and CommitmentsThe following table summarizes our scheduled contractual commitments at December 31, 2011 (amounts in millions): Payments Due By Period LessThan1 Year 1 to 3Years 4 to 5Years After5 Years Total Long-term debt obligations $407.9 $364.8 $254.7 $2,200.7 $3,228.1 Fixed interest payments 169.4 338.8 338.8 496.1 1,343.1 Estimated variable interest payments[1] 28.9 38.4 9.7 0.2 77.2 Operating leases 5.0 5.1 3.3 4.6 18.0 Construction contracts and commitments 62.6 17.8 2.0 — 82.4 Leasehold interest in land 13.4 57.2 46.7 — 117.3 Employment agreements 45.8 48.3 17.5 20.1 131.7 Other[2] 88.1 74.1 38.7 112.5 313.4 Total commitments $821.1 $944.5 $711.4 $2,834.2 $5,311.2 [1]Amounts for all periods represent our estimated future interest payments on our debt facilities based upon amounts outstanding and LIBOR or HIBORrates at December 31, 2011. Such rates are at historical lows as of December 31, 2011. Actual rates will vary.[2]Other includes open purchase orders, commitments for an aircraft purchase, future charitable contributions, fixed gaming tax payments in Macau andother contracts. As further discussed in Item 8 “Financial Statements”, Note 15 “Income Taxes”, of this report, we had $85.5 million of unrecognizedtax benefits as of December 31, 2011. Due to the inherent uncertainty of the underlying tax positions, it is not practicable to assign this liability to anyparticular year and therefore it is not included in the table above as of December 31, 2011.Other Liquidity MattersWynn Resorts is a holding company and, as a result, our ability to pay dividends is highly dependent on our ability to obtain funds and oursubsidiaries’ ability to provide funds to us. Restrictions imposed by our Wynn Las Vegas and Wynn Macau debt instruments significantly restrict our abilityto pay dividends. Specifically, Wynn Las Vegas, LLC and certain of its subsidiaries are restricted under the indentures governing the 2017 Notes, the 2020Notes and the New 2020 Notes from making certain “restricted payments” as defined in the indentures. These restricted payments include the payment ofdividends or distributions to any direct or indirect holders of equity interests of Wynn Las Vegas, LLC. These restricted payments may not be made unlesscertain financial and non-financial criteria have been satisfied. The Wynn Las Vegas, LLC Credit Facilities contain similar restrictions. While the WynnMacau Credit Facilities contains similar restrictions, Wynn Macau is currently in compliance with all requirements, namely satisfaction of its leverage ratio,which must be met in order to pay dividends and is presently able to pay dividends in accordance with the Wynn Macau Credit Facilities.Wynn Las Vegas, LLC intends to fund its operations and capital requirements from operating cash flow and availability under the Wynn Las VegasRevolver. We cannot assure you; however, that our Las Vegas Operations will generate sufficient cash flow from operations or the availability of additionalindebtedness will be sufficient to enable us to service and repay Wynn Las Vegas, LLC’s indebtedness and to fund its other liquidity needs. Similarly, weexpect that Wynn Macau will fund Wynn Macau, S.A.’s debt service obligations with existing cash, operating cash flow and availability under the WynnMacau Revolver. However, we cannot assure you that operating cash flows will be sufficient to do so. We may refinance all or a portion of our indebtedness onor before maturity. We cannot assure you that we will be able to refinance any of the indebtedness on acceptable terms or at all. 53Table of ContentsNew business developments or other unforeseen events may occur, resulting in the need to raise additional funds. We continue to explore opportunities todevelop additional gaming or related businesses in domestic and international markets. There can be no assurances regarding the business prospects withrespect to any other opportunity. Any new development would require us to obtain additional financing. We may decide to conduct any such developmentthrough Wynn Resorts or through subsidiaries separate from the Las Vegas or Macau-related entities.The Company’s articles of incorporation provide that, to the extent required by the gaming authority making the determination of unsuitability or to theextent the board of directors determines, in its sole discretion, that a person is likely to jeopardize the Company’s or any affiliate’s application for, receipt of,approval for, right to the use of, or entitlement to, any gaming license, shares of Wynn Resorts’ capital stock that are owned or controlled by an unsuitableperson or its affiliates are subject to redemption by Wynn Resorts. The redemption price may be paid in cash, by promissory note or both, as required by theapplicable gaming authority and, if not, as we elect. Any promissory note that we issue to an unsuitable person or its affiliate in exchange for its shares couldincrease our debt to equity ratio and would increase our leverage ratio.On February 18, 2012, the Board of Directors of Wynn Resorts determined that Aruze USA, Inc., Universal Entertainment Corporation and Mr. KazuoOkada are “unsuitable” under the provisions of Wynn Resorts’ articles of incorporation and redeemed all of Aruze USA, Inc.’s 24,549,222 shares of WynnResorts’ common stock. Pursuant to Wynn Resorts’ articles of incorporation, Wynn Resorts issued the Redemption Price Promissory Note to Aruze USA, Inc.in redemption of the shares. For additional information on the redemption and the Redemption Price Promissory Note, see Item 8—“Notes to ConsolidatedFinancial Statements”, Note 19 “Subsequent Events.”Critical Accounting Policies and EstimatesManagement’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financialstatements. Our consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America. Asummary of our significant accounting policies are presented in Note 2 to the Consolidated Financial Statements. Certain of our accounting policies requiremanagement to apply significant judgment in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management evaluatesthose estimates, including those relating to the estimated lives of depreciable assets, asset impairment, allowances for doubtful accounts, accruals for customerloyalty rewards, self-insurance, contingencies, litigation and other items. Judgments are based on historical experience, terms of existing contracts, industrytrends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty,and therefore actual results could differ from our estimates.Development, Construction and Property and Equipment EstimatesDuring the construction and development of a resort, pre-opening or start-up costs are expensed when incurred. In connection with the construction anddevelopment of our resorts, significant start-up costs are incurred and charged to pre-opening costs through their respective openings. Once our resorts open,expenses associated with the opening of the resorts are no longer charged as pre-opening costs.During the construction and development stage, direct costs such as those incurred for the design and construction of our resorts, including applicableportions of interest, are capitalized. Accordingly, the recorded amounts of property and equipment increase significantly during construction periods.Depreciation expense related to capitalized construction costs is recognized when the related assets are placed in service. Upon the opening of our resorts, webegan recognizing depreciation expense on the resort’s fixed assets.The remaining estimated useful lives of assets are periodically reviewed.Our leasehold interest in land in Macau under the land concession contract entered into in June 2004 is being amortized over 25 years, to the initial termof the concession contract, which currently terminates in 54Table of ContentsAugust 2029. Depreciation on a majority of the assets comprising Wynn Macau commenced in September of 2006, when Wynn Macau opened. Themaximum useful life of assets at Wynn Macau is deemed to be the remaining life of the land concession which currently expires in August 2029, or thegaming concession which currently expires in June 2022. Consequently, depreciation related to Wynn Macau will generally be charged over shorter periodswhen compared to Wynn Las Vegas.Costs of repairs and maintenance are charged to expense when incurred. The cost and accumulated depreciation of property and equipment retired orotherwise disposed of are eliminated from the respective accounts and any resulting gain or loss is included in operating income.We also evaluate our property and equipment and other long-lived assets for impairment in accordance with applicable accounting standards. For assetsto be disposed of, we recognize the asset at the lower of carrying value or fair market value less costs of disposal, as estimated based on comparable assetsales, solicited offers, or a discounted cash flow model. For assets to be held and used, we review for impairment whenever indicators of impairment exist. Inreviewing for impairment, we compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If theundiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, animpairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. If an asset is still under development,future cash flows include remaining construction costs. All recognized impairment losses, whether for assets to be disposed of or assets to be held and used,are recorded as operating expenses.Investments and Fair ValueWe have made investments in domestic and foreign corporate debt securities and commercial paper. Our investment policy requires investments to beinvestment grade and limits the amount of exposure to any one issuer with the objective of minimizing the potential risk of principal loss. We determine theappropriate classification (held-to-maturity/available-for-sale) of our investments at the time of purchase and reevaluate such designation as of each balancesheet date. Our investments are reported at fair value, with unrealized gains and losses, net of tax, reported in other comprehensive income (loss). Adjustmentsare made for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortization is included ininterest income together with realized gains and losses and the stated interest on such securities.We measure certain of our financial assets and liabilities, such as cash equivalents, available-for-sale securities and interest rate swaps, at fair value ona recurring basis pursuant to accounting standards for fair value measurements. Fair value is the price that would be received to sell an asset or paid totransfer a liability in an orderly transaction between market participants at the measurement date. These accounting standards establish a three-tier fair valuehierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in activemarkets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined asunobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.We obtain pricing information in determining the fair value of our available-for-sale securities from independent pricing vendors. Based on our inquiries,the pricing vendors use various pricing models consistent with what other market participants would use. The assumptions and inputs used by the pricingvendors are derived from market observable sources including: reported trades, broker/dealer quotes, issuer spreads, benchmark curves, bids, offers andother market-related data. We have not made adjustments to such prices. Each quarter, we validate the fair value pricing methodology to determine the fairvalue consistent with applicable accounting guidance and to confirm that the securities are classified properly in the fair value hierarchy. We also compare thepricing received from our vendors to independent sources for the same or similar securities. 55Table of ContentsAllowance for Estimated Doubtful Accounts ReceivableA substantial portion of our outstanding receivables relates to casino credit play. Credit play, through the issuance of markers, represents a significantportion of the table games volume at our Las Vegas Operations. While offered, the issuance of credit at our Macau Operations is less significant whencompared to Las Vegas. Our goal is to maintain strict controls over the issuance of credit and aggressively pursue collection from those customers who fail topay their balances in a timely fashion. These collection efforts may include the mailing of statements and delinquency notices, personal contacts, the use ofoutside collection agencies, and litigation. Markers issued at our Las Vegas Operations are generally legally enforceable instruments in the United States, andUnited States assets of foreign customers may be used to satisfy judgments entered in the United States.The enforceability of markers and other forms of credit related to gaming debt outside of the United States varies from country to country. Some foreigncountries do not recognize the enforceability of gaming related debt, or make enforcement burdensome. We closely consider the likelihood and difficulty ofenforceability, among other factors, when issuing credit to customers who are not residents of the United States. In addition to our internal credit and collectiondepartments, located in both Las Vegas and Macau, we have a network of legal, accounting and collection professionals to assist us in our determinationsregarding enforceability and our overall collection efforts.As of December 31, 2011 and 2010, approximately 85% and 82%, respectively, of our casino accounts receivable were owed by customers from foreigncountries, primarily in Asia. In addition to enforceability issues, the collectability of markers given by foreign customers is affected by a number of factorsincluding changes in currency exchange rates and economic conditions in the customers’ home countries.We regularly evaluate our reserve for bad debts based on a specific review of customer accounts as well as management’s prior experience with collectiontrends in the casino industry and current economic and business conditions. In determining our allowance for estimated doubtful accounts receivable, weapply industry standard reserve percentages to aged account balances and we specifically analyze the collectability of each account with a balance over aspecified dollar amount, based upon the age, the customer’s financial condition, collection history and any other known information. The standard reservepercentages applied are based on our historical experience and take into consideration current industry and economic conditions.The following table presents key statistics related to our casino accounts receivable (amounts in thousands): December 31,2011 December 31,2010 Casino accounts receivable $301,658 $256,807 Allowance for doubtful casino accounts receivable $128,875 $113,203 Allowance as a percentage of casino accounts receivable 42.7% 44.1% Percentage of casino accounts receivable outstanding over180 days 30.1% 31.2% Our reserve for doubtful casino accounts receivable is based on our estimates of amounts collectible and depends on the risk assessments andjudgments by management regarding realizability, the state of the economy and our credit policy. Our reserve methodology is applied similarly to creditextended at each of our resorts. As of December 31, 2011 and 2010, approximately 41.7% and 35.1%, respectively, of our outstanding casino accountreceivable balance originated at our Macau Operations.At December 31, 2011, a 100 basis-point change in the allowance for doubtful accounts as a percentage of casino accounts receivable would change theprovision for doubtful accounts by approximately $1.3 million.As our customer payment experience evolves, we will continue to refine our estimated reserve for bad debts. Accordingly, the associated provision fordoubtful accounts expense may fluctuate. Because individual customer 56Table of Contentsaccount balances can be significant, the reserve and the provision can change significantly between periods, as we become aware of additional informationabout a customer or changes occur in a region’s economy or legal system.Derivative Financial InstrumentsWe seek to manage our market risk, including interest rate risk associated with variable rate borrowings, through balancing fixed-rate and variable-rateborrowings and the use of derivative financial instruments. We account for derivative financial instruments in accordance with applicable accountingstandards. Derivative financial instruments are recognized as assets or liabilities, with changes in fair value affecting net income. As of December 31, 2011,changes in our interest rate swap fair values are being recorded in our Consolidated Statements of Income, as the swaps do not qualify for hedge accounting.We measure the fair value of our interest rate swaps on a recurring basis. We categorize our interest rate swap contracts as Level 2 in the hierarchy asdescribed above. The fair value approximates the amount we would receive (pay) if these contracts were settled at the respective valuation dates. Fair value isestimated based upon current, and predictions of future, interest rate levels along a yield curve, the remaining duration of the instruments and other marketconditions, and therefore is subject to significant estimation and a high degree of variability of fluctuation between periods. We adjust this amount by applyinga non-performance valuation, considering our creditworthiness or the creditworthiness of our counterparties at each settlement date, as applicable.Stock-Based CompensationAccounting standards for stock-based payments establish standards for the accounting for transactions in which an entity exchanges its equityinstruments for goods and services or incurs a liability in exchange for goods and services that are based on the fair value of the entity’s equity instruments orthat may be settled by the issuance of those equity instruments. It requires an entity to measure the costs of employee services received in exchange for anaward of equity instruments based on the grant-date fair value of the award and recognize that cost over the service period. We use the Black-Scholes valuationmodel to value the equity instruments we issue. The Black-Scholes valuation model uses assumptions of expected volatility, risk-free interest rates, theexpected term of options granted, and expected rates of dividends. Management determines these assumptions by reviewing current market rates, makingindustry comparisons and reviewing conditions relevant to our Company.The expected volatility and expected term assumptions can significantly impact the fair value of stock options. We believe that the valuation techniquesand the approach utilized to develop our assumptions are reasonable in calculating the fair value of the options we grant. We estimate the expected stock pricevolatility using a combination of implied and historical factors related to our stock price in accordance with applicable accounting standards. As our stockprice fluctuates, this estimate will change. For example, a 10% change in the volatility assumption for the 25,200 options granted in 2011 would have resultedin an approximate $117,000 change in fair value. Expected term represents the estimated average time between the option’s grant date and its exercise date. A10% change in the expected term assumption for the 25,200 options granted in 2011 would have resulted in an approximate $20,000 change in fair value.These assumed changes in fair value would have been recognized over the vesting schedule of such awards.Accounting standards also require the classification of stock compensation expense in the same financial statement line items as cash compensation,and therefore impacts our departmental expenses (and related operating margins), pre-opening costs and construction in progress for our development projects,and our general and administrative expenses (including corporate expenses).Self-Insurance ReservesWe are self-insured up to certain limits for costs of employee health coverage (fully insured for employee health coverage beginning January 1, 2012),workers’ compensation and general liability claims. Insurance 57Table of Contentsclaims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported. Inestimating these accruals, we consider historical loss experience and make judgments about the expected level of costs per claim. Management believes theestimates of future liability are reasonable based upon its methodology; however, changes in healthcare costs, accident frequency and severity could materiallyaffect the estimate for these liabilities.Customer Loyalty ProgramWe offer a slot club program whereby customers may earn points based on their level of play that may be redeemed for free credit that must be replayedin the slot machine. We accrue a liability based on the points earned times the redemption value, less an estimate for breakage, and record a related reduction incasino revenue.Slot Machine JackpotsWe do not accrue a liability for base jackpots because we have the ability to avoid payment of such as the slot machine can legally be removed from thegaming floor without payment of the base amount. Conversely, when we are unable to avoid payment of the jackpot (i.e., the incremental amount on aprogressive machine) due to legal requirements, the jackpot is accrued as the obligation becomes unavoidable. This liability is accrued over the time period inwhich the incremental progressive jackpot amount is generated with a related reduction in casino revenue.Income TaxesWe are subject to income taxes in the United States and other foreign jurisdictions where we operate. Accounting standards require the recognition ofdeferred tax assets, net of applicable reserves, and liabilities for the estimated future tax consequences attributable to differences between financial statementcarrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets andliabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of achange in tax rates on the income tax provision and deferred tax assets and liabilities is recognized in the results of operations in the period that includes theenactment date. Accounting standards require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not. Otherwise,a valuation allowance is applied.As of December 31, 2011, we have a foreign tax credit carryover of $1,848 million and we have recorded a valuation allowance of $1,777 millionagainst this asset based on our estimate of future realization. The foreign tax credits are attributable to the Macau special gaming tax which is 35% of grossgaming revenue in Macau. The U.S. taxing regime only allows a credit for 35% of “net” foreign source income. Due to our current operating history of U.S.losses, we currently do not rely on forecasted taxable income in order to support the utilization of the foreign tax credits. The estimated future foreign tax creditrealization was based upon the estimated future taxable income from the reversal of “net” U.S. taxable temporary differences that we expect will reverse duringthe 10-year foreign tax credit carryover period. The amount of the valuation allowance is subject to change based upon the actual reversal of temporarydifferences and future taxable income exclusive of reversing temporary differences.Our income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities in the locations where we operate. Weassess potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standards prescribea minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach forevaluating tax positions. Recognition (Step I) occurs when 58Table of Contentsthe Company concludes that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement (Step II) isonly addressed if the position is deemed to be more likely than not to be sustained. Under Step II, the tax benefit is measured as the largest amount of benefitthat is more likely than not to be realized upon settlement. Use of the term “more likely than not” is consistent with how that term is used in accounting forincome taxes (i.e., likelihood of occurrence is greater than 50%).Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the “more likely than not”standard. If it is subsequently determined that a previously recognized tax position no longer meets the “more likely than not” standard, it is required that thetax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute forderecognition of tax positions. As applicable, we recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes.During the year ended December 31, 2011, we recognized interest and penalties of approximately $40,000. During the years ended December 31, 2010 and2009, we recognized no amounts for interest or penalties.Effective September 6, 2006, we received a 5-year exemption from Macau’s 12% Complementary Tax on casino gaming profits. On November 30,2010, we received an additional 5-year exemption to December 31, 2015 related to this tax. Accordingly, during 2011 we were exempted from the payment ofapproximately $82.7 million in such taxes. Wynn Macau’s non-gaming profits remain subject to the Macau Complementary Tax and Wynn Macau’s casinowinnings remain subject to the Macau Special Gaming tax and other levies in accordance with its concession agreement.Recently Issued Accounting StandardsIn May 2011, the Financial Accounting Standards Board (the “FASB”) issued an accounting standards update that is intended to align the principlesfor fair value measurements and the related disclosure requirements under GAAP and IFRS. From a GAAP perspective, the updates are largely clarificationsand certain additional disclosures. The effective date for this update is for years, and the interim periods within those years, beginning after December 15,2011. This update is not expected to have a material impact on our financial statements.In June 2011, the FASB issued an accounting standards update that will require items of net income, items of other comprehensive income (“OCI”) andtotal comprehensive income to be presented in one continuous statement or two separate but consecutive statements. This will make the presentation of itemswithin OCI more prominent. Companies will no longer be allowed to present OCI in the statement of stockholders’ equity. The effective date for this update isfor years, and the interim periods within those years, beginning after December 15, 2011. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKMarket risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates andcommodity prices.Interest Rate RisksOne of our primary exposures to market risk is interest rate risk associated with our debt facilities that bear interest based on floating rates. See “Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing Activities.” Weattempt to manage interest rate risk by managing the mix of long-term fixed rate borrowings and variable rate borrowings supplemented by hedging activities asbelieved by us to be appropriate. We cannot assure you that these risk management strategies have had the desired effect, and interest rate fluctuations couldhave a negative impact on our results of operations.The following table provides estimated future cash flow information derived from our best estimates of repayments at December 31, 2011 of ourexpected long-term indebtedness and related weighted average interest 59Table of Contentsrates by expected maturity dates. However, we cannot predict the LIBOR or HIBOR rates that will be in effect in the future. As of December 31, 2011, suchrates remain at historic lows. Actual rates will vary. The one-month LIBOR and HIBOR rates at December 31, 2011 of 0.295% and 0.341%, respectively wereused for all variable rate calculations in the table below.The information is presented in U.S. dollar equivalents as applicable. Years Ending December 31, Expected Maturity Date 2012 2013 2014 2015 2016 Thereafter Total (in millions) Long-term debt: Fixed rate $— $— $— $— $— $2,172.0 $2,172.0 Average interest rate — — — — — 7.8% 7.8% Variable rate $407.9 $175.5 $189.4 $253.2 $1.4 $28.7 $1,056.1 Average interest rate 1.92% 1.69% 1.87% 3.29% 1.55% 1.55% 2.19% Interest Rate Swap InformationWe have entered into floating-for-fixed interest rate swap arrangements relating to certain of our floating-rate debt facilities. We measure the fair value ofour interest rate swaps on a recurring basis. Changes in the fair values of our interest rate swaps for each reporting period recorded are, and will continue to be,recognized as an increase/(decrease) in swap fair value in our Consolidated Statements of Income, as the swaps do not qualify for hedge accounting.Las Vegas OperationsAs of December 31, 2011, we have one interest rate swap intended to hedge a portion of the underlying interest rate risk on borrowings under the WynnLas Vegas Credit Facilities. Under this swap agreement, we pay a fixed interest rate of 2.485% on borrowings of $250 million incurred under the Wynn LasVegas Credit Facilities in exchange for receipts on the same amount at a variable interest rate based on the applicable LIBOR at the time of payment. Thisinterest rate swap fixes the interest rate on $250 million of borrowings under the Wynn Las Vegas Credit Facilities at approximately 5.485%. This interest rateswap agreement matures in November 2012.Macau OperationsAs of December 31, 2011, we have one interest rate swap intended to hedge a portion of the underlying interest rate risk on borrowings under the WynnMacau Credit Facilities. Under this swap agreement we pay a fixed interest rate of 2.15% on borrowings of approximately HK$2.3 billion (approximatelyU.S.$300 million) incurred under the Wynn Macau Credit Facilities in exchange for receipts on the same amount at a variable interest rate based on theapplicable HIBOR at the time of payment. This interest rate swap fixes the interest rate on HK$2.3 billion (approximately U.S.$300 million) of borrowingsunder the Wynn Macau Credit Facilities at approximately 3.4%. This interest rate swap agreement matures in June 2012.We had two interest rate swap agreements to hedge a portion of the underlying interest rate risk on borrowings under the Wynn Macau Credit Facilities,both of which expired in August 2011. Under the first swap agreement, we paid a fixed interest rate of 3.632% on U.S. dollar borrowings of $153.8 millionincurred under the Wynn Macau Credit Facilities in exchange for receipts on the same amount at a variable interest rate based on the applicable LIBOR at thetime of payment. Under the second swap agreement, we paid a fixed interest rate of 3.39% on Hong Kong dollar borrowings of HK $991.6 million(approximately U.S.$127 million) incurred under the Wynn Macau Credit Facilities in exchange for receipts on the same amount at a variable interest rate 60Table of Contentsbased on the applicable HIBOR at the time of payment. Until they expired in August 2011, these interest rate swaps fixed the interest rates on the U.S. dollarand the Hong Kong dollar borrowings under the Wynn Macau Credit Facilities at 4.88% - 5.38% and 4.64%, respectively.Summary of Historical Fair ValuesThe following table presents the historical liability fair values as of December 31, 2011 and 2010, of our interest rate swap arrangements (amounts inthousands): Las Vegas Operations Macau Operations Total Interest RateSwaps Liability fair value at: December 31, 2011 $4,628 $2,670 $7,298 December 31, 2010 $8,457 $12,992 $21,449 The fair value approximates the amount we would pay if these contracts were settled at the respective valuation dates. Fair value is estimated based uponcurrent, and predictions of future, interest rate levels along a yield curve, the remaining duration of the instruments and other market conditions, andtherefore, is subject to significant estimation and a high degree of variability of fluctuation between periods. We adjust this amount by applying a non-performance valuation, considering our creditworthiness or the creditworthiness of our counterparties at each settlement date, as applicable.Other Interest Rate Swap InformationThe following table provides information about our interest rate swaps, by contractual maturity dates, as of December 31, 2011 and using estimatedfuture LIBOR and HIBOR rates based upon implied forward rates in the yield curve. The information is presented in U.S. dollar equivalents, which is ourreporting currency: Years Ending December 31, Expected Maturity Date 2012 2013 2014 2015 2016 Thereafter Total (in millions) Average notional amount $550.0 $— $— $— $— $— $550.0 Average pay rate 2.35% — — — — — 2.35% Average receive rate 0.40% — — — — — 0.40% We do not use derivative financial instruments, other financial instruments or derivative commodity instruments for trading or speculative purposes.Interest Rate SensitivityAs of December 31, 2011, approximately 84% of our long-term debt was based on fixed rates, including the notional amounts related to interest rateswaps. Based on our borrowings as of December 31, 2011, an assumed 1% change in variable rates would cause our annual interest cost to change by $5.1million.Foreign Currency RisksThe currency delineated in Wynn Macau’s concession agreement with the government of Macau is the Macau pataca. The Macau pataca, which is not afreely convertible currency, is linked to the Hong Kong dollar, and in many cases the two are used interchangeably in Macau. The Hong Kong dollar is linkedto the U.S. dollar and the exchange rate between these two currencies has remained relatively stable over the past several years. However, the exchange linkagesof the Hong Kong dollar and the Macau pataca, and the Hong Kong dollar and 61Table of Contentsthe U.S. dollar, are subject to potential changes due to, among other things, changes in Chinese governmental policies and international economic and politicaldevelopments.If the Hong Kong dollar and the Macau pataca are not linked to the U.S. dollar in the future, severe fluctuations in the exchange rate for these currenciesmay result. We also cannot assure you that the current rate of exchange fixed by the applicable monetary authorities for these currencies will remain at the samelevel.Because many of Wynn Macau’s payment and expenditure obligations are in Macau patacas, in the event of unfavorable Macau pataca or Hong Kongdollar rate changes, Wynn Macau’s obligations, as denominated in U.S. dollars, would increase. In addition, because we expect that most of the revenues forany casino that Wynn Macau operates in Macau will be in Hong Kong dollars, we are subject to foreign exchange risk with respect to the exchange rate betweenthe Hong Kong dollar and the U.S. dollar. Also, if any of our Macau-related entities incur U.S. dollar-denominated debt, fluctuations in the exchange rates ofthe Macau pataca or the Hong Kong dollar, in relation to the U.S. dollar, could have adverse effects on Wynn Macau’s results of operations, financialcondition, and ability to service its debt. To date, we have not engaged in hedging activities intended to protect against foreign currency risk.As of December 31, 2011, in addition to Hong Kong dollars, Wynn Macau also holds other foreign currencies, primarily CNH (offshore renminbi). 62Table of ContentsITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm on Internal Control over FinancialReporting 64 Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements 65 Consolidated Balance Sheets 66 Consolidated Statements of Income 67 Consolidated Statements of Stockholders’ Equity 68 Consolidated Statements of Cash Flows 69 Notes to Consolidated Financial Statements 70 63Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries:We have audited Wynn Resorts, Limited and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2011, based oncriteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (theCOSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of theeffectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting,included in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as weconsidered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluationof effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based onthe COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2011 consolidatedfinancial statements of Wynn Resorts, Limited and subsidiaries and our report dated February 29, 2012 expressed an unqualified opinion thereon./s/ Ernst & Young LLPLas Vegas, NevadaFebruary 29, 2012 64Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries:We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the “Company”) as of December 31, 2011and 2010, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31,2011. Our audits also included the financial statement schedules listed in the index at item 15(a)2. These financial statements and schedules are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe thatour audits provide a reasonable basis for our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Wynn Resorts,Limited and subsidiaries at December 31, 2011 and 2010, and the consolidated results of their operations and their cash flows for each of the three years in theperiod ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statementschedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects theinformation set forth therein.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internalcontrol over financial reporting as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2012 expressed an unqualified opinion thereon./s/ Ernst & Young LLPLas Vegas, NevadaFebruary 29, 2012 65Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(amounts in thousands, except share data) December 31, 2011 2010 ASSETS Current assets: Cash and cash equivalents $1,262,587 $1,258,499 Investment securities 122,066 — Receivables, net 238,490 187,464 Inventories 72,061 86,847 Prepaid expenses and other 31,248 28,326 Total current assets 1,726,452 1,561,136 Property and equipment, net 4,865,332 4,921,259 Investment securities 91,501 — Intangibles, net 35,751 40,205 Deferred financing costs 50,372 61,863 Deposits and other assets 125,712 85,802 Investment in unconsolidated affiliates 4,376 4,232 Total assets $6,899,496 $6,674,497 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts and construction payable $171,608 $168,135 Current portion of long-term debt 407,934 2,675 Current portion of land concession obligation 13,425 — Customer deposits 576,011 368,621 Gaming taxes payable 177,504 173,888 Accrued compensation and benefits 78,717 70,834 Accrued interest 49,989 53,999 Other accrued liabilities 94,642 32,476 Construction retention 4,471 12,266 Deferred income taxes, net 3,575 2,974 Income taxes payable 2,017 2,061 Total current liabilities 1,579,893 887,929 Long-term debt 2,809,785 3,264,854 Land concession obligation 103,854 — Other long-term liabilities 128,216 64,248 Deferred income taxes, net 54,294 76,881 Total liabilities 4,676,042 4,293,912 Commitments and contingencies (Note 16) Stockholders’ equity: Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding — — Common stock, par value $0.01; 400,000,000 shares authorized; 137,937,088 and 137,404,462 sharesissued; 125,080,998 and 124,599,508 shares outstanding 1,379 1,374 Treasury stock, at cost; 12,856,090 and 12,804,954 shares (1,127,036) (1,119,407) Additional paid-in capital 3,177,471 3,346,050 Accumulated other comprehensive income 840 889 Retained earnings 36,368 9,042 Total Wynn Resorts, Limited stockholders’ equity 2,089,022 2,237,948 Noncontrolling interest 134,432 142,637 Total equity 2,223,454 2,380,585 Total liabilities and stockholders’ equity $6,899,496 $6,674,497 The accompanying notes are an integral part of these consolidated financial statements. 66Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME(amounts in thousands, except share data) Year Ended December 31, 2011 2010 2009 Operating revenues: Casino $4,190,507 $3,245,104 $2,206,829 Rooms 472,074 400,291 377,520 Food and beverage 547,735 488,108 436,361 Entertainment, retail and other 414,786 354,332 288,432 Gross revenues 5,625,102 4,487,835 3,309,142 Less: promotional allowances (355,310) (303,137) (263,531) Net revenues 5,269,792 4,184,698 3,045,611 Operating costs and expenses: Casino 2,686,372 2,100,050 1,460,130 Rooms 125,286 122,260 111,596 Food and beverage 283,940 272,747 252,687 Entertainment, retail and other 214,435 204,558 166,636 General and administrative 389,053 391,254 365,070 Provision for doubtful accounts 33,778 28,304 13,707 Pre-opening costs — 9,496 1,817 Depreciation and amortization 398,039 405,558 410,547 Property charges and other 130,649 25,219 28,458 Total operating costs and expenses 4,261,552 3,559,446 2,810,648 Operating income 1,008,240 625,252 234,963 Other income (expense): Interest income 7,654 2,498 1,740 Interest expense, net of amounts capitalized (229,918) (222,863) (211,385) Increase (decrease) in swap fair value 14,151 (880) (2,258) Gain (loss) on extinguishment of debt/exchange offer — (67,990) 18,734 Equity in income from unconsolidated affiliates 1,472 801 121 Other 3,968 225 191 Other income (expense), net (202,673) (288,209) (192,857) Income before income taxes 805,567 337,043 42,106 Benefit (provision) for income taxes 19,546 (20,447) (2,999) Net income 825,113 316,596 39,107 Less: Net income attributable to noncontrolling interests (211,742) (156,469) (18,453) Net income attributable to Wynn Resorts, Limited $613,371 $160,127 $20,654 Basic and diluted income per common share: Net income attributable to Wynn Resorts, Limited: Basic $4.94 $1.30 $0.17 Diluted $4.88 $1.29 $0.17 Weighted average common shares outstanding: Basic 124,039 122,787 119,840 Diluted 125,667 123,939 120,185 Dividends declared per common share: $6.50 $8.50 $4.00 The accompanying notes are an integral part of these consolidated financial statements. 67Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(amounts in thousands, except share data) Common stock Treasurystock Additionalpaid-in capital Accumulatedothercomprehensiveincome Retainedearnings(deficit) TotalWynn Resorts, Ltdstockholders’equity Noncontrollinginterest Totalstockholders’equity Sharesoutstanding Parvalue Balances, January 1, 2009 112,013,040 $1,248 $(1,119,407) $2,734,276 $2,614 $(17,136) $1,601,595 $— $1,601,595 Net income — — — — — 20,654 20,654 18,453 39,107 Currency translation adjustment — — — — 876 — 876 (106) 770 Comprehensive income 21,530 18,347 39,877 Exercise of stock options 244,916 3 — 6,344 — — 6,347 — 6,347 Cancellation of restricted stock (4,500) — — — — — — — — Forfeited cash dividends upon cancellation of nonvested stock — — — — — 55 55 — 55 Issuance of common stock, net 11,040,000 110 — 202,035 — — 202,145 — 202,145 Sale of Wynn Macau, Ltd common stock, net — — — 1,623,228 (1,044) — 1,622,184 107,358 1,729,542 Cash dividends — — — (400,000) — (93,132) (493,132) — (493,132) Excess tax benefits from stock-based compensation — — — 49,013 — — 49,013 — 49,013 Stock-based compensation — — — 24,601 — — 24,601 320 24,921 Balances, December 31, 2009 123,293,456 1,361 (1,119,407) 4,239,497 2,446 (89,559) 3,034,338 126,025 3,160,363 Net income — — — — — 160,127 160,127 156,469 316,596 Currency translation adjustment — — — — (1,557) — (1,557) (597) (2,154) Comprehensive income 158,570 155,872 314,442 Exercise of stock options 1,308,052 13 — 66,173 — — 66,186 — 66,186 Issuance of restricted stock 50,000 1 — — — — 1 — 1 Cancellation of restricted stock (52,000) (1) — — — — (1) — (1) Forfeited cash dividends upon cancellation of nonvested stock — — — — — 252 252 — 252 Cash dividends — — — (996,473) — (61,778) (1,058,251) (140,672) (1,198,923) Excess tax benefits from stock-based compensation — — — 10,480 — — 10,480 — 10,480 Stock-based compensation — — — 26,373 — — 26,373 1,412 27,785 Balances, December 31, 2010 124,599,508 1,374 (1,119,407) 3,346,050 889 9,042 2,237,948 142,637 2,380,585 Net income — — — — — 613,371 613,371 211,742 825,113 Currency translation adjustment — — — — 1,520 — 1,520 582 2,102 Net unrealized loss on investments — — — — (1,569) — (1,569) (501) (2,070) Comprehensive income 613,322 211,823 825,145 Exercise of stock options 431,126 4 — 23,836 — — 23,840 19 23,859 Purchase of Treasury stock (51,136) (7,629) (7,629) — (7,629) Issuance of restricted stock 101,500 1 — (1) — — — — — Cash dividends — — — (226,755) — (586,045) (812,800) (221,649) (1,034,449) Excess tax benefits from stock-based compensation — — — 11,176 11,176 — 11,176 Stock-based compensation — — — 23,165 — — 23,165 1,602 24,767 Balances, December 31, 2011 125,080,998 $1,379 $(1,127,036) $3,177,471 $840 $36,368 $2,089,022 $134,432 $2,223,454 The accompanying notes are an integral part of these consolidated financial statements. 68Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(amounts in thousands) Year Ended December 31, 2011 2010 2009 Cash flows from operating activities: Net income $825,113 $316,596 $39,107 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 398,039 405,558 410,547 Deferred income taxes (10,822) 18,875 (656) Stock-based compensation 23,881 27,168 24,336 Excess tax benefits from stock-based compensation (11,052) (9,833) (44,909) Amortization and write-offs of deferred financing costs and other 19,683 24,342 26,160 Loss (gain) on extinguishment of debt/exchange offer — 62,608 (18,734) Provision for doubtful accounts 33,778 28,304 13,707 Property charges and other 104,223 10,270 28,458 Equity in income of unconsolidated affiliates, net of distributions (144) (130) 594 (Increase) decrease in swap fair value (14,151) 880 2,258 Increase (decrease) in cash from changes in: Receivables, net (84,653) (63,073) (41,416) Inventories and prepaid expenses and other 11,168 22,169 3,265 Accounts payable and accrued liabilities 220,772 213,578 151,239 Net cash provided by operating activities 1,515,835 1,057,312 593,956 Cash flows used in investing activities: Capital expenditures, net of construction payables and retention (184,146) (283,828) (540,929) Purchase of investment securities (316,533) — — Proceeds from sales or maturities of investment securities 101,017 — — Deposits and purchase of other assets (60,135) (13,034) (11,258) Proceeds from sale of equipment 697 739 1,107 Net cash used in investing activities (459,100) (296,123) (551,080) Cash flows from financing activities: Proceeds from exercise of stock options 23,859 66,186 6,347 Excess tax benefits from stock-based compensation 11,052 9,833 44,909 Proceeds from issuance of common stock — — 202,145 Proceeds from Wynn Macau, Ltd IPO — — 1,869,653 Dividends paid (1,033,447) (1,192,138) (489,876) Proceeds from issuance of long-term debt 150,483 2,246,361 1,151,781 Principal payments on long-term debt (201,901) (2,551,561) (1,799,040) Repurchase of Wynn Las Vegas First Mortgage Notes — — (50,048) Purchase of treasury stock (7,629) — — Interest rate swap transactions — — (9,561) Payments on long-term land concession obligation — — (6,065) Payment of financing costs (58) (71,317) (104,730) Net cash provided by (used in) financing activities (1,057,641) (1,492,636) 815,515 Effect of exchange rate on cash 4,994 (1,884) (465) Cash and cash equivalents: Increase (decrease) in cash and cash equivalents 4,088 (733,331) 857,926 Balance, beginning of year 1,258,499 1,991,830 1,133,904 Balance, end of year $1,262,587 $1,258,499 $1,991,830 Supplemental cash flow disclosures: Cash paid for interest, net of amounts capitalized $221,123 $171,663 $209,093 Change in property and equipment included in accounts and construction payables 13,794 (27,670) (181,366) Cash paid for income taxes 2,088 1,019 2,894 Increase in liability for cash distributions declared on nonvested stock 1,003 6,703 3,556 The accompanying notes are an integral part of these consolidated financial statements. 69Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS1. OrganizationWynn Resorts, Limited, a Nevada corporation (together with its subsidiaries, “Wynn Resorts” or the “Company”), was formed in June 2002 andcompleted an initial public offering of its common stock on October 25, 2002.In June 2002, the Company’s indirect subsidiary, Wynn Resorts (Macau), S.A. (“Wynn Macau, S.A.”), entered into an agreement with the governmentof the Macau Special Administrative Region of the People’s Republic of China (“Macau”), granting Wynn Macau, S.A. the right to construct and operate oneor more casino gaming properties in Macau. Wynn Macau, S.A.’s first casino resort in Macau is hereinafter referred to as “Wynn Macau”.The Company currently owns and operates casino hotel resort properties in Las Vegas, Nevada and Macau. In Las Vegas, Nevada, the Company ownsWynn Las Vegas, which opened on April 28, 2005 and was expanded with the opening of Encore at Wynn Las Vegas on December 22, 2008 (together, “WynnLas Vegas” or the “Las Vegas Operations”). In Macau, the Company owns Wynn Macau, which opened on September 6, 2006 and was expanded with theopening of Encore at Wynn Macau on April 21, 2010 (together, “Wynn Macau” or the “Macau Operations”).In October 2009, Wynn Macau, Limited, an indirect wholly-owned subsidiary of the Company, listed its ordinary shares of common stock on TheStock Exchange of Hong Kong Limited. Through an initial public offering, including the over allotment, Wynn Macau, Limited sold 1,437,500,000 shares(27.7%) of this subsidiary’s common stock.2. Summary of Significant Accounting PoliciesPrinciples of ConsolidationThe accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Investments in the50%-owned joint ventures operating the Ferrari and Maserati automobile dealership and the Brioni mens’ retail clothing store inside Wynn Las Vegas areaccounted for under the equity method. All significant intercompany accounts and transactions have been eliminated. Certain amounts in the consolidatedfinancial statements for the previous years have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on thepreviously reported net income.Use of EstimatesThe preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsand the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Cash and Cash EquivalentsCash and cash equivalents are comprised of highly liquid investments with original maturities of three months or less and include both U.S. dollar-denominated and foreign currency-denominated securities. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents of $545million and $663.9 million at December 31, 2011 and 2010, respectively, were invested in bank time deposits, money market funds, U.S. treasuries andcommercial paper. 70Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Investment SecuritiesInvestment securities consist of short-term and long-term investments in domestic and foreign corporate debt securities and commercial paper. TheCompany’s investment policy requires investments to be investment grade and limits the amount of exposure to any one issuer with the objective ofminimizing the potential risk of principal loss. Management determines the appropriate classification (held-to-maturity/available-for-sale) of its securities at thetime of purchase and reevaluates such designation as of each balance sheet date. The Company’s investments are reported at fair value, with unrealized gainsand losses, net of tax, reported in other comprehensive income. Adjustments are made for amortization of premiums and accretion of discounts to maturitycomputed under the effective interest method. Such amortization is included in interest income together with realized gains and losses and the stated interest onsuch securities.Accounts Receivable and Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. TheCompany issues credit in the form of “markers” to approved casino customers following investigations of creditworthiness. At December 31, 2011 and 2010,approximately 85% and 82%, respectively, of the Company’s markers were due from customers residing outside the United States, primarily in Asia.Business or economic conditions or other significant events in these countries could affect the collectability of such receivables.Accounts receivable, including casino and hotel receivables, are typically non-interest bearing and are initially recorded at cost. Accounts are written offwhen management deems them to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance fordoubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance is estimatedbased on specific review of customer accounts as well as management’s experience with collection trends in the casino industry and current economic andbusiness conditions.InventoriesInventories consist of retail merchandise, food and beverage items which are stated at the lower of cost or market value and certain operating supplies.Cost is determined by the first-in, first-out, average and specific identification methods.Property and EquipmentPurchases of property and equipment are stated at cost. Depreciation is provided over the estimated useful lives of the assets using the straight-linemethod as follows: Buildings and improvements 10 to 45 yearsLand improvements 10 to 45 yearsLeasehold interest in land 25 yearsAirplanes 7 to 20 yearsFurniture, fixtures and equipment 3 to 20 yearsCosts related to improvements are capitalized, while costs of repairs and maintenance are charged to expense as incurred. The cost and accumulateddepreciation of property and equipment retired or otherwise disposed of are eliminated from the respective accounts and any resulting gain or loss is includedin operations. 71Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Capitalized InterestThe interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interest capitalizationceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. When no debt is specificallyidentified as being incurred in connection with a construction project, the Company capitalizes interest on amounts expended on the project at the Company’sweighted average cost of borrowed money. Interest of $0, $7.2 million and $10.7 million was capitalized for the years ended December 31, 2011, 2010 and2009, respectively.IntangiblesThe Company’s indefinite-lived intangible assets consist primarily of water rights acquired as part of the original purchase price of the property onwhich Wynn Las Vegas is located, and trademarks. Indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually. TheCompany’s finite-lived intangible assets consist of a Macau gaming concession and show production rights. Finite-lived intangible assets are amortized overthe shorter of their contractual terms or estimated useful lives.Long-Lived AssetsLong-lived assets, which are to be held and used, including intangibles and property and equipment, are periodically reviewed by management forimpairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If an indicator of impairmentexists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscountedcash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment ismeasured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. If an asset is still underdevelopment, future cash flows include remaining construction costs.Deferred Financing CostsDirect and incremental costs incurred in obtaining loans or in connection with the issuance of long-term debt are capitalized and amortized to interestexpense over the terms of the related debt agreements. Approximately $11.6 million, $13.2 million and $15.4 million were amortized to interest expense duringthe years ended December 31, 2011, 2010 and 2009, respectively. Debt discounts incurred in connection with the issuance of debt have been capitalized andare being amortized to interest expense using the effective interest method.Derivative Financial InstrumentsThe Company seeks to manage its market risk, including interest rate risk associated with variable rate borrowings, through balancing fixed-rate andvariable-rate borrowings with the use of derivative financial instruments. The fair value of derivative financial instruments are recognized as assets orliabilities at each balance sheet date, with changes in fair value affecting net income as the Company’s current interest rate swaps do not qualify for hedgeaccounting. Accordingly, changes in the fair value of the interest rate swaps are presented as an increase (decrease) in swap fair value in the accompanyingConsolidated Statements of Income. The differentials paid or received on interest rate swap agreements are recognized as adjustments to interest expense. 72Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Revenue Recognition and Promotional AllowancesThe Company recognizes revenues at the time persuasive evidence of an arrangement exists, the service is provided or the retail goods are sold, prices arefixed or determinable and collection is reasonably assured.Casino revenues are measured by the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited bycustomers before gaming play occurs and for chips in the customers’ possession. Cash discounts, other cash incentives related to casino play andcommissions rebated through junkets to customers are recorded as a reduction to casino revenue. Hotel, food and beverage, entertainment and other operatingrevenues are recognized when services are performed. Entertainment, retail and other revenue includes rental income which is recognized on a time proportionbasis over the lease term. Contingent rental income is recognized when the right to receive such rental income is established according to the lease agreements.Advance deposits on rooms and advance ticket sales are recorded as customer deposits until services are provided to the customer.Revenues are recognized net of certain sales incentives which are required to be recorded as a reduction of revenue; consequently, the Company’s casinorevenues are reduced by discounts, commissions and points earned in the player’s club loyalty program.The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues. Suchamounts are then deducted as promotional allowances. The estimated cost of providing such promotional allowances is primarily included in casino expensesas follows (amounts in thousands): Years Ended December 31, 2011 2010 2009 Rooms $52,019 $52,017 $53,325 Food and beverage 104,413 94,220 86,798 Entertainment, retail and other 17,017 21,091 12,787 $173,449 $167,328 $152,910 Self-Insurance ReservesThe Company is self-insured up to certain limits for costs of employee health coverage (fully insured for employee health coverage beginning January 1,2012), workers’ compensation and general liability claims. Insurance claims and reserves include accruals of estimated settlements for known claims, as wellas accruals of estimates for claims incurred but not yet reported. In estimating these accruals, the Company considers historical loss experience and makesjudgments about the expected level of costs per claim. Management believes the estimates of future liability are reasonable based upon its methodology;however, changes in health care costs, accident frequency and severity could materially affect the estimate for these liabilities.Customer Loyalty ProgramThe Company offers a slot club program whereby customers may earn points based on their level of play that may be redeemed for free credit that mustbe replayed in the slot machine. The Company accrues a liability based on the points earned times the redemption value, less an estimate for breakage, andrecords a related reduction in casino revenue. 73Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Slot Machine JackpotsThe Company does not accrue a liability for base jackpots because it has the ability to avoid such payment as slot machines can legally be removedfrom the gaming floor without payment of the base amount. When the Company is unable to avoid payment of the jackpot (i.e., the incremental amount on aprogressive slot machine) due to legal requirements, the jackpot is accrued as the obligation becomes unavoidable. This liability is accrued over the time periodin which the incremental progressive jackpot amount is generated with a related reduction in casino revenue.Gaming taxesThe Company is subject to taxes based on gross gaming revenue in the jurisdictions in which it operates, subject to applicable jurisdictionaladjustments. These gaming taxes are an assessment on the Company’s gaming revenue and are recorded as an expense within the “Casino” line item in theaccompanying Consolidated Statements of Income. These taxes totaled $1.9 billion, $1.4 billion and $892.2 million for the years ended December 31, 2011,2010 and 2009, respectively.Advertising CostsThe Company expenses advertising costs the first time the advertising takes place. Advertising costs incurred in development periods are included inpre-opening costs. Once a project is completed, advertising costs are included in general and administrative expenses. Total advertising costs were $19.5million, $19 million and $20.4 million for the years ended December 31, 2011, 2010 and 2009, respectively.Pre-Opening CostsPre-opening costs consists primarily of direct salaries and wages, legal and consulting fees, insurance, utilities and advertising, and are expensed asincurred. During the year ended December 31, 2010, the Company incurred pre-opening costs in connection with the Encore Beach Club and SurrenderNightclub which opened in May 2010, and Encore at Wynn Macau prior to its opening in April 2010.Income TaxesThe Company is subject to income taxes in the United States and other foreign jurisdictions where it operates. Accounting standards require therecognition of deferred tax assets, net of applicable reserves, and liabilities for the estimated future tax consequences attributable to differences betweenfinancial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferredtax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.The effect of a change in tax rates on the income tax provision and deferred tax assets and liabilities is recognized in the results of operations in the period thatincludes the enactment date. Accounting standards also require recognition of a future tax benefit to the extent that realization of such benefit is more likely thannot. Otherwise, a valuation allowance is applied.The Company’s income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities in the locations where itoperates. The Company assesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. Theaccounting standards prescribe a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. 74Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Uncertain tax position accounting standards apply to all tax positions related to income taxes. These accounting standards utilize a two-step approach forevaluating tax positions. Recognition (Step I) occurs when the Company concludes that a tax position, based on its technical merits, is more likely than not tobe sustained upon examination. Measurement (Step II) is only addressed if the position is deemed to be more likely than not to be sustained. Under Step II, thetax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement. Use of the term “more likely than not” isconsistent with how that term is used in accounting for income taxes (i.e., likelihood of occurrence is greater than 50%).Tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period that they meet the “more likely than not”standard. If it is subsequently determined that a previously recognized tax position no longer meets the “more likely than not” standard, it is required that thetax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute forderecognition of tax positions. As applicable, the Company will recognize accrued penalties and interest related to unrecognized tax benefits in the provision forincome taxes.Currency TranslationGains or losses from foreign currency remeasurements are included in other income/expense in the accompanying Consolidated Statements of Income.The results of operations and the balance sheet of Wynn Macau, Limited and its subsidiaries are translated from Macau Patacas to U.S. dollars. Balance sheetaccounts are translated at the exchange rate in effect at each year-end. Income statement accounts are translated at the average rate of exchange prevailing duringthe year. Translation adjustments resulting from this process are charged or credited to other comprehensive income.Comprehensive IncomeComprehensive income includes net income and all other non-stockholder changes in equity, or other comprehensive income. Components of theCompany’s comprehensive income are reported in the accompanying Consolidated Statements of Stockholders’ Equity. The cumulative balance of othercomprehensive income consists solely of currency translation adjustments and unrealized gain (loss) on available-for-sale securities.Fair Value MeasurementsThe Company measures certain of its financial assets and liabilities, such as cash equivalents, available-for-sale securities and interest rate swaps, atfair value on a recurring basis pursuant to accounting standards for fair value measurements. Fair value is the price that would be received to sell an asset orpaid to transfer a liability in an orderly transaction between market participants at the measurement date. These accounting standards establish a three-tier fairvalue hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices inactive markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined asunobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. 75Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following table presents assets and liabilities carried at fair value (amounts in thousands): Fair Value Measurements Using: TotalCarryingValue QuotedMarketPrices inActiveMarkets(Level 1) OtherObservableInputs(Level 2) UnobservableInputs(Level 3) As of December 31, 2011 Cash equivalents $545,045 $363,104 $181,941 — Interest rate swaps $7,298 — $7,298 — Available-for-sale securities $213,567 — $213,567 — As of December 31, 2010 Cash equivalents $663,948 $480,918 $183,030 — Interest rate swaps $21,449 — $21,449 — Earnings Per ShareBasic earnings per share (“EPS’) is computed by dividing net income attributable to Wynn Resorts by the weighted average number of sharesoutstanding during the year. Diluted EPS reflects the addition of potentially dilutive securities which for the Company include: stock options and nonvestedstock.The weighted average number of common and common equivalent shares used in the calculation of basic and diluted EPS for the years endedDecember 31, 2011, 2010 and 2009, consisted of the following (amounts in thousands): 2011 2010 2009 Weighted average common shares outstanding (used in calculation of basic earnings per share) 124,039 122,787 119,840 Potential dilution from the assumed exercise of stock options and nonvested stock 1,628 1,152 345 Weighted average common and common equivalent shares outstanding (used incalculation of diluted earnings per share) 125,667 123,939 120,185 Anti-dilutive stock options excluded from the calculation of diluted earnings per share 610 1,078 4,900 Stock-Based CompensationAccounting standards require the Company to measure the cost of employee services received in exchange for an award of equity instruments based onthe grant-date fair value of the award and recognize that cost over the service period. The Company uses the Black-Scholes valuation model to determine theestimated fair value for each option grant issued. The Black-Scholes determined fair value net of estimated forfeitures is amortized as compensation cost on astraight line basis over the service period.Further information on the Company’s stock-based compensation arrangements is included in Note 14 Benefit Plans—Stock-Based Compensation. 76Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Recently Issued Accounting StandardsIn May 2011, the Financial Accounting Standards Board (the “FASB”) issued an accounting standards update that is intended to align the principlesfor fair value measurements and the related disclosure requirements under GAAP and IFRS. From a GAAP perspective, the updates are largely clarificationsand certain additional disclosures. The effective date for this update is for years, and the interim periods within those years, beginning after December 15,2011. This update is not expected to have a material impact on the Company’s financial statements.In June 2011, the FASB issued an accounting standards update that will require items of net income, items of other comprehensive income (“OCI”) andtotal comprehensive income to be presented in one continuous statement or two separate but consecutive statements. This will make the presentation of itemswithin OCI more prominent. Companies will no longer be allowed to present OCI in the statement of stockholders’ equity. The effective date for this update isfor years, and the interim periods within those years, beginning after December 15, 2011.3. Investment SecuritiesInvestment securities consisted of the following (amounts in thousands): Available-for-sale securities Amortized cost Grossunrealizedgains Grossunrealizedlosses Fair value(netcarryingamount) December 31, 2011 Domestic and foreigncorporate bonds $196,986 $20 $(2,070) $194,936 Commercial paper 18,651 1 (21) 18,631 $215,637 $21 $(2,091) $213,567 For investments with unrealized losses as of December 31, 2011, the Company has determined that (i) it does not have the intent to sell any of theseinvestments, and (ii) it is not likely that the Company will be required to sell these investments prior to the recovery of the amortized cost. Accordingly, theCompany has determined that no other-than-temporary impairments exist at the reporting date. All of the investments in a continuous loss position have beenso for less than 12 months.The Company obtains pricing information in determining the fair value of its available-for-sale securities from independent pricing vendors. Based onmanagement’s inquiries, the pricing vendors use various pricing models consistent with what other market participants would use. The assumptions andinputs used by the pricing vendors are derived from market observable sources including: reported trades, broker/dealer quotes, issuer spreads, benchmarkcurves, bids, offers and other market-related data. The Company has not made adjustments to such prices. Each quarter, the Company validates the fairvalue pricing methodology to determine the fair value consistent with applicable accounting guidance and to confirm that the securities are classified properlyin the fair value hierarchy. The Company compares the pricing received from its vendors to independent sources for the same or similar securities. 77Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The amortized cost and estimated fair value of these investment securities at December 31, 2011, by contractual maturity are shown below (amounts inthousands): AmortizedCost Fair value Available-for-sale securities Due in one year or less $122,451 $122,066 Due after one year through three years 93,186 91,501 $215,637 $213,567 4. Receivables, netReceivables, net consisted of the following (amounts in thousands): As of December 31, 2011 2010 Casino $301,658 $256,807 Hotel 20,790 15,900 Retail leases and other 45,520 28,848 367,968 301,555 Less: allowance for doubtful accounts (129,478) (114,091) $238,490 $187,464 5. Property and Equipment, netProperty and equipment, net consisted of the following (amounts in thousands): As of December 31, 2011 2010 Land and improvements $730,335 $731,810 Buildings and improvements 3,777,612 3,735,633 Airplanes 77,436 77,421 Furniture, fixtures and equipment 1,655,655 1,647,424 Leasehold interest in land 316,437 85,545 Construction in progress 28,477 22,901 6,585,952 6,300,734 Less: accumulated depreciation (1,720,620) (1,379,475) $4,865,332 $4,921,259 Depreciation expense for the years ended December 31, 2011, 2010 and 2009, was $389.8 million, $394.9 million and $395.2 million, respectively. 78Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 6. Intangibles, netIntangibles, net consisted of the following (amounts in thousands): MacauGamingConcession ShowProductionRights WaterRights Trademarks TotalIntangibles,Net January 1, 2010 $29,784 $7,076 $6,400 $1,399 $44,659 Amortization (2,383) (2,071) — — (4,454) December 31, 2010 27,401 5,005 6,400 1,399 40,205 Amortization (2,383) (2,071) — — (4,454) December 31, 2011 $25,018 $2,934 $6,400 $1,399 $35,751 The Macau gaming concession intangible is being amortized over the 20-year life of the concession. The Company expects that amortization of theMacau gaming concession will be $2.4 million each year from 2012 through 2021, and $1 million in 2022.Show production rights represent amounts paid to purchase the rights to the “Le Rêve” production show, which is performed at Wynn Las Vegas. TheCompany expects that amortization of show production rights will be $2.1 million for 2012 and $0.8 million for 2013.Water rights reflect the fair value allocation determined in the purchase of the property on which Wynn Las Vegas is located in April 2000. The value ofthe trademarks primarily represents the costs to acquire the “Le Rêve” name. The water rights and trademarks are indefinite-lived assets and, accordingly, notamortized.7. Deposits and Other AssetsDeposits and other assets consisted of the following (amounts in thousands): As of December 31, 2011 2010 Deposits and other $100,399 $52,664 Base stock 23,117 26,289 Entertainment production costs 2,196 6,849 $125,712 $85,802 Aircraft DepositsAs of December 31, 2011, the Company has made deposits of $48 million toward the purchase of an aircraft, with additional payments to be madetotaling $9.3 million. The delivery date for this aircraft is scheduled for June 2012. 79Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 8. Long-Term DebtLong-term debt consisted of the following (amounts in thousands): As of December 31, 2011 2010 7/8% Wynn Las Vegas First Mortgage Notes, due November 1, 2017,net of original issue discount of $8,578 atDecember 31, 2011 and $9,679 at December 31, 2010 $491,422 $490,321 7/8% Wynn Las Vegas First Mortgage Notes, due May 1, 2020,net of original issue discount of $ 1,789 atDecember 31, 2011 and $1,933 at December 31, 2010 350,221 350,077 7/4% Wynn Las Vegas First Mortgage Notes, due August 15, 2020 1,320,000 1,320,000 Wynn Las Vegas Revolving Credit Facility, due July 15, 2013; interest at LIBOR plus 3% — 3,868 Wynn Las Vegas Revolving Credit Facility, due July 17, 2015; interest at LIBOR plus 3% — 16,187 Wynn Las Vegas Term Loan Facility, due August 15, 2013; interest at LIBOR plus 1.875% 40,262 44,281 Wynn Las Vegas Term Loan Facility, due August 17, 2015; interest at LIBOR plus 3% 330,605 330,605 Wynn Macau Senior Term Loan Facilities (as amended June 2007),due June 27, 2014; interest at LIBOR or HIBORplus 1.25%—1.75% at December 31, 2011 and 1.25%—1.75% at December 31, 2010 477,251 550,900 Wynn Macau Senior Revolving Credit Facility, due June 27, 2012; interest at LIBOR or HIBOR plus 1.25% atDecember 31, 2011 and 1.25% at December 31, 2010 150,400 100,165 $42 million Note Payable, due April 1, 2017; interest at LIBOR plus 1.25% 35,350 36,750 $32.5 million Note Payable, due August 10, 2012; interest at LIBOR plus 1.15% 22,208 24,375 3,217,719 3,267,529 Current portion of long-term debt (407,934) (2,675) $2,809,785 $3,264,854 7/8% Wynn Las Vegas First Mortgage Notes due 2017In October 2009, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. (together, the “Issuers”) issued, in a private offering, $500 millionaggregate principal amount of 7/8% first mortgage notes due November 1, 2017 (the “2017 Notes”) at a price of 97.823% of the principal amount. Interest isdue on the 2017 Notes on May 1st and November 1st of each year. Commencing November 1, 2013, the 2017 Notes are redeemable at the Issuer’s option at aprice equal to 103.938% of the principal amount redeemed and the premium over the principal amount declines ratably on November 1st of each year thereafterto zero on or after November 1, 2015. The 2017 Notes are senior secured obligations of the Issuers, guaranteed by certain of Wynn Las Vegas, LLC’ssubsidiaries and secured by a first priority lien on substantially all of the existing and future assets of the Issuers and guarantors, and a first priority lien onthe equity interests of Wynn Las Vegas, LLC, all of which is the same collateral that secures borrowings under Wynn Las Vegas, LLC’s credit facilities. Theindenture governing the 2017 Notes contains customary negative covenants and financial covenants, including, but not limited to, covenants that restrictWynn Las Vegas, LLC’s ability to: pay dividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets tosecure debt; enter into transactions with affiliates; enter into sale-leaseback transactions; merge or consolidate with another company; transfer and sell assetsor create dividend and other payment restriction affecting subsidiaries. 80 7 7 3 7 7Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 7/8% Wynn Las Vegas First Mortgage Notes due 2020In April 2010, the, the Issuers issued, in a private offering, $352 million aggregate principal amount of 7/8% first mortgage notes due May 1, 2020 (the“2020 Notes”). The 2020 Notes were issued pursuant to an exchange offer for previously issued notes that were to mature in December 2014. Interest is due onthe 2020 Notes on May 1st and November 1st of each year. Commencing May 1, 2015, the 2020 Notes are redeemable at the Issuer’s option at a price equal to103.938% of the principal amount redeemed and the premium over the principal amount declines ratably on May 1st of each year thereafter to zero on or afterMay 1, 2018. The 2020 Notes rank pari passu in right of payment with borrowings under Wynn Las Vegas, LLC’s credit facilities and 2017 Notes. The2020 Notes are senior secured obligations of the Issuers, guaranteed by certain of Wynn Las Vegas, LLC’s subsidiaries and secured by a first priority lien onsubstantially all of the existing and future assets of the Issuers and guarantors, and a first priority lien on the equity interests of Wynn Las Vegas, LLC, all ofwhich is the same collateral that secures borrowings under Wynn Las Vegas, LLC’s credit facilities and the 2017 Notes. The indenture governing the 2020Notes contains customary negative covenants and financial covenants, including, but not limited to, covenants that restrict Wynn Las Vegas, LLC’s abilityto: pay dividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter into transactionswith affiliates; enter into sale-leaseback transactions; merge or consolidate with another company; transfer and sell assets or create dividend and other paymentrestriction affecting subsidiaries.7/4% Wynn Las Vegas First Mortgage NotesIn August 2010, the Issuers issued $1.32 billion aggregate principal amount of 7/4% first mortgage notes due August 15, 2020 (the “New 2020 Notes”).The New 2020 Notes were issued at par. The New 2020 Notes refinanced a previous note issue that was to mature in December 2014. Interest is due on theNew 2020 Notes on February 15th and August 15th of each year. Commencing August 15, 2015, the New 2020 Notes are redeemable at the Issuer’s option ata price equal to 103.875% of the principal amount redeemed and the premium over the principal amount declines ratably on August 15th of each yearthereafter to zero on or after August 15, 2018. The New 2020 Notes rank pari passu in right of payment with borrowings under Wynn Las Vegas, LLC’scredit facilities, the 2017 Notes and the 2020 Notes. The New 2020 Notes are senior secured obligations of the Issuers, guaranteed by certain of Wynn LasVegas, LLC’s subsidiaries and secured on an equal and ratable basis (with certain exceptions) by a first priority lien on substantially all of the existing andfuture assets of the Issuers and guarantors, and a first priority lien on the equity interests of Wynn Las Vegas, LLC, all of which is the same collateral thatsecures borrowings under Wynn Las Vegas, LLC’s credit facilities, the 2017 Notes and the 2020 Notes. The indenture governing the New 2020 Notescontains customary negative covenants and financial covenants, including, but not limited to, covenants that restrict Wynn Las Vegas, LLC’s ability to: paydividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter into transactions withaffiliates; enter into sale-leaseback transactions; merge or consolidate with another company; transfer and sell assets or create dividend and other paymentrestriction affecting subsidiaries.Wynn Las Vegas Credit FacilitiesAs of December 31, 2011, the Wynn Las Vegas Amended and Restated Credit Agreement (the “Credit Agreement”) consisted of a $108.5 millionrevolving credit facility due July 2013, a $258.4 million revolving credit facility due July 2015 (together the “Wynn Las Vegas Revolver”), a fully drawn$40.3 million term loan facility due August 2013 and a fully drawn $330.6 million term loan facility due August 2015 (together the “Wynn Las Vegas TermLoan”). The Wynn Las Vegas Revolver and the Wynn Las Vegas Term Loan are together referred to as the “Wynn Las Vegas Credit Facilities.” During the yearended December 31, 2011, Wynn Las Vegas repaid $20.1 million of borrowings under the Wynn Las Vegas Revolver and $4 million under the Wynn LasVegas Term Loan. As of December 31, 2011, the Wynn Las Vegas Term Loan was fully drawn and no borrowings were outstanding 81 7 7 3 3Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) under the Wynn Las Vegas Revolver. Wynn Las Vegas, LLC had $15.8 million of outstanding letters of credit that reduce availability for borrowing under theWynn Las Vegas Revolver. Wynn Las Vegas, LLC had availability of $351.1 million under the Wynn Las Vegas Revolver as of December 31, 2011.Loans under the Wynn Las Vegas Credit Facilities bear interest at fluctuating rates, based on either LIBOR or an alternative base rate, plus an applicablemargin. As of December 31, 2011, the applicable margin for LIBOR loans under the Wynn Las Vegas Revolver and the Wynn Las Vegas Term Loan dueAugust 17, 2015 was 3.0%, and the applicable margin for LIBOR loans under the Wynn Las Vegas Term Loan due August 15, 2013 was 1.875%. Base RateLoans bear interest at (a) the greatest of (i) the rate most recently announced by Deutsche Bank as its “prime rate,” (ii) the Federal Funds Rate plus 1/2 of1% per annum, and (iii) in the case of a Wynn Las Vegas Revolver loan the one month Eurodollar rate; plus (b) a borrowing margin of 2.0% for Wynn LasVegas Revolver loans and 0.875% for Wynn Las Vegas Term Loans. Interest on Base Rate Loans will be payable quarterly in arrears. Wynn Las Vegas, LLCalso pays, quarterly in arrears, 1.0% per annum on the daily average of unused commitments under the Wynn Las Vegas Revolver.The Wynn Las Vegas Credit Facilities are obligations of Wynn Las Vegas, LLC, guaranteed by each of the subsidiaries of Wynn Las Vegas, LLC,other than Wynn Completion Guarantor, LLC. Subject to an intercreditor agreement, and certain exceptions, the obligations of Wynn Las Vegas, LLC andeach of the guarantors under the Wynn Las Vegas Credit Facilities are secured by: (1) a first priority pledge of all member’s interests owned by Wynn LasVegas, LLC in its subsidiaries (other than Wynn Completion Guarantor, LLC) and Wynn Resorts Holdings, LLC’s 100% member’s interest in Wynn LasVegas, LLC; (2) first mortgages on all real property constituting Wynn Las Vegas, its golf course and Encore at Wynn Las Vegas; and (3) a first prioritysecurity interest in substantially all other existing and future assets of Wynn Las Vegas, LLC and the guarantors, excluding an aircraft beneficially owned byWorld Travel, LLC.The obligations of Wynn Las Vegas, LLC and the guarantors under the Wynn Las Vegas Credit Facilities rank equal in right of payment with theirexisting and future senior indebtedness, including indebtedness with respect to the 2017 Notes the 2020 Notes and the New 2020 Notes and ranks senior inright of payment to all of their existing and future subordinated indebtedness.In addition to scheduled amortization payments, Wynn Las Vegas, LLC is required to make mandatory prepayments of indebtedness under the WynnLas Vegas Credit Facilities from the net proceeds of all debt offerings (other than those constituting certain permitted debt). Wynn Las Vegas, LLC is alsorequired to make mandatory repayments of indebtedness under the Wynn Las Vegas Credit Facilities from specified percentages of excess cash flow, whichpercentages may decrease and/or be eliminated based on Wynn Las Vegas, LLC’s leverage ratio. For 2012, Wynn Las Vegas, LLC expects to make amandatory repayment of approximately $88 million in March pursuant to this provision of the Wynn Las Vegas Credit Facilities. Wynn Las Vegas, LLC hasthe option to prepay all or any portion of the indebtedness under the Wynn Las Vegas Credit Facilities at any time without premium or penalty.The Credit Facilities contains customary negative covenants and financial covenants, including, but not limited to, negative covenants that restrictWynn Las Vegas, LLC’s ability to: incur additional indebtedness, including guarantees; create, incur, assume or permit to exist liens on property and assets;declare or pay dividends and make distributions or restrict the ability of Wynn Las Vegas, LLC’s subsidiaries to pay dividends and make distributions;engage in mergers, investments and acquisitions; enter into transactions with affiliates; enter into sale-leaseback transactions; execute modifications to materialcontracts; engage in sales of assets; make capital expenditures; and make optional prepayments of certain indebtedness. The financial covenants includemaintaining a Consolidated Interest Coverage Ratio, as defined, not less than 1.00 to 1 as of December 31, 2011. Management believes that 82Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Wynn Las Vegas, LLC was in compliance with all covenants at December 31, 2011. The Consolidated Interest Coverage Ratio remains at 1.00 to 1 throughJune 2013. As of December 31, 2011, approximately $1 billion of net assets of Wynn Las Vegas, LLC were restricted from being distributed under the termsof its long-term debt.Wynn Macau Credit FacilitiesAs of December 31, 2011 and 2010, the Company’s Wynn Macau credit facilities, as amended, consisted of a $550 million equivalent fully-fundedsenior term loan facility (the “Wynn Macau Term Loan”), and a $1 billion senior revolving credit facility (the “Wynn Macau Revolver”) in a combination ofHong Kong and U.S. dollars (together the “Wynn Macau Credit Facilities”). Wynn Macau, S.A. also has the ability to increase the total facilities by anadditional $50 million pursuant to the terms and provisions of the Amended Common Terms Agreement. As of December 31, 2011, the Wynn Macau TermLoan was fully drawn and $150.4 million was outstanding under the Wynn Macau Revolver. Consequently, there was availability of approximately $849.6million under the Wynn Macau Revolver as of December 31, 2011.The Wynn Macau Term Loan matures in June 2014, and the Wynn Macau Revolver matures in June 2012. The principal amount of the Wynn MacauTerm Loan is required to be repaid in quarterly installments that commenced in September 2011, with $145.9 million due in 2012. Borrowings under theWynn Macau Credit Facilities bear interest at LIBOR or the Hong Kong Interbank Offer Rate (“HIBOR”) plus a margin which was 1.75% throughSeptember 30, 2010. Commencing in the fourth quarter of 2010, the Wynn Macau Credit Facilities are subject to a margin of 1.25% to 2.00% depending onWynn Macau’s leverage ratio at the end of each quarter. At December 31, 2011, the margin was 1.25% to 1.75%.Collateral for the Wynn Macau Credit Facilities consists of substantially all of the assets of Wynn Macau, S.A. Certain affiliates of the Company thatown interests in Wynn Macau, S.A., either directly or indirectly through other subsidiaries, have executed guarantees of the loans and pledged their interests inWynn Macau, S.A. as additional security for repayment of the loans. In addition, the Wynn Macau Credit Facilities’ governing documents contain capitalspending limits and other affirmative and negative covenants.The Wynn Macau Credit Facilities contain a requirement that the Company must make mandatory repayments of indebtedness from specifiedpercentages of excess cash flow. If the Wynn Macau subsidiary meets a Consolidated Leverage Ratio, as defined, of greater than 4.0 to 1, such repayment isdefined as 50% of Excess Cash Flow, as defined. If the Consolidated Leverage Ratio is less than 4.0 to 1, then no repayment is required. Based on currentestimates the Company does not believe that the Wynn Macau Consolidated Leverage Ratio during the year ending December 31, 2012 will exceed 4.0 to 1.Accordingly, the Company does not expect to make any mandatory repayments pursuant to this requirement during 2012.The Wynn Macau Credit Facilities contain customary covenants restricting certain activities including, but not limited to: the incurrence of additionalindebtedness, the incurrence or creation of liens on any of its property, sales and leaseback transactions, the ability to dispose of assets, and make loans orother investments. In addition, Wynn Macau was required by the financial covenants to maintain a Leverage Ratio, as defined, of not greater than 3.50 to 1 asof December 31, 2011, and an Interest Coverage Ratio, as defined, of not less than 2.00 to 1. Management believes that Wynn Macau was in compliance withall covenants at December 31, 2011.In connection with the initial financing of the Wynn Macau, Wynn Macau, S.A. entered into a Bank Guarantee Reimbursement Agreement with BancoNacional Ultramarino, S.A. (“BNU”) for the benefit of the Macau government. This guarantee assures Wynn Macau, S.A.’s performance under the casinoconcession agreement, including the payment of premiums, fines and indemnity for any material failure to perform under the 83Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) terms of the concession agreement. As of December 31, 2011, the guarantee was in the amount of $300 million Macau Patacas (approximately US$37 million)and will remain at such amount until 180 days after the end of the term of the concession agreement (2022). BNU, as issuer of the guarantee, is currentlysecured by a second priority security interest in the senior lender collateral package. From and after repayment of all indebtedness under the Wynn MacauCredit Facilities, Wynn Macau, S.A. is obligated to promptly, upon demand by BNU, repay any claim made on the guarantee by the Macau government.BNU is paid an annual fee for the guarantee not to exceed approximately $5.2 million Macau Patacas (approximately US$0.7 million).$42 Million Note Payable for AircraftOn March 30, 2007, World Travel, LLC, a subsidiary of Wynn Las Vegas, entered into a loan agreement with a principal balance of $42 million. Theloan is guaranteed by Wynn Las Vegas, LLC and secured by a first priority security interest in one of the Company’s aircraft. Principal payments of$350,000 plus interest are made quarterly with a balloon payment of $28 million due at maturity, April 1, 2017. Interest is calculated at 90-day LIBOR plus125 basis points.$32.5 Million Note Payable for AircraftOn May 10, 2007, World Travel G-IV, LLC, a subsidiary of Wynn Resorts, entered into a $32.5 million term loan credit facility to finance thepurchase of an aircraft. Principal payments of $542,000 plus interest are made quarterly with a balloon payment of $21.1 million due at maturity, August 10,2012. Interest is calculated at LIBOR plus 115 basis points.Fair Value of Long-Term DebtThe net book value of the Company’s outstanding first mortgage notes was $2.2 billion at both December 31, 2011 and 2010. The estimated fair valueof the Company’s outstanding first mortgage notes, based on quoted market prices, was approximately $2.4 billion and $2.3 billion as of December 31, 2011and 2010, respectively. The net book value of the Company’s other debt instruments was $1.1 billion and $1.1 billion as of December 31, 2011 and 2010,respectively. The estimated fair value of the Company’s other debt instruments was approximately $1 billion and $1.1 billion as of December 31, 2011 and2010.Scheduled Maturities of Long-Term DebtScheduled maturities of long-term debt, including the accretion of debt discounts of $10.4 million, are as follows (amounts in thousands): Years Ending December 31, 2012 $407,934 2013 175,469 2014 189,350 2015 253,223 2016 1,400 Thereafter 2,200,710 $3,228,086 84Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 9. Interest Rate SwapsThe Company has entered into floating-for-fixed interest rate swap arrangements in order to manage interest rate risk relating to certain of its debtfacilities. These interest rate swap agreements modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debtto a fixed rate. These interest rate swaps essentially fix the interest rate at the percentages noted below; however, changes in the fair value of the interest rateswaps for each reporting period have been recorded in the increase/decrease in swap fair value in the accompanying Consolidated Statements of Income, as theinterest rate swaps do not qualify for hedge accounting.The following table presents the historical fair value of the interest rate swaps recorded in the accompanying Consolidated Balance Sheets as ofDecember 31, 2011 and 2010. The Company utilized Level 2 inputs as described in Note 2 to determine fair value. The fair value approximates the amountthe Company would pay if these contracts were settled at the respective valuation dates. Fair value is estimated based upon current, and predictions of future,interest rate levels along a yield curve, the remaining duration of the instruments and other market conditions, and therefore, is subject to significant estimationand a high degree of variability and fluctuation between periods. The fair value is adjusted, to reflect the impact of credit ratings of the counterparties or theCompany, as applicable. These adjustments resulted in a reduction in the fair values as compared to their settlement values. As of December 31, 2011, theinterest rate swap liabilities are included in other current accrued liabilities. As of December 31, 2010, $5.9 million of the interest rate swap liabilities areincluded in other current accrued liabilities and $15.6 million are included in other long-term liabilities. Liability fair value: Wynn Las Vegas Wynn Macau Total InterestRate Swaps (amounts in thousands) December 31, 2011 $4,628 $2,670 $7,298 December 31, 2010 $8,457 $12,992 $21,449 Wynn Las Vegas SwapAs of December 31, 2011, the Company has one interest rate swap agreement to hedge a portion of the underlying interest rate risk on borrowings underthe Wynn Las Vegas Credit Facilities. Under this swap agreement, beginning November 27, 2009, the Company pays a fixed interest rate of 2.485% onborrowings of $250 million incurred under the Wynn Las Vegas Credit Facilities in exchange for receipts on the same amount at a variable interest rate basedon the applicable LIBOR at the time of payment. As of December 31, 2011, this interest rate swap fixes the interest rate on such borrowings at 5.485%. Thisinterest rate swap agreement matures in November 2012.Wynn Macau SwapsAs of December 31, 2011, the Company has one interest rate swap agreement to hedge a portion of the underlying interest rate risk on borrowings underthe Wynn Macau Credit Facilities. Under this swap agreement, the Company pays a fixed interest rate of 2.15% on borrowings of HK $2.3 billion(approximately U.S.$300 million) incurred under the Wynn Macau Credit Facilities in exchange for receipts on the same amount at a variable interest ratebased on the applicable HIBOR at the time of payment. As of December 31, 2011, this interest rate swap fixes the interest rate on such borrowings at 3.4%.This interest rate swap agreement matures in June 2012.In August 2011, two of the Company’s interest rate swap agreements expired. Under the first swap agreement, the Company paid a fixed interest rate of3.632% on U.S. dollar borrowings of $153.8 million incurred under the Wynn Macau Credit Facilities in exchange for receipts on the same amount at avariable interest rate based on the 85Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) applicable LIBOR at the time of payment. Under the second swap agreement, the Company paid a fixed interest rate of 3.39% on Hong Kong dollarborrowings of HK $991.6 million (approximately U.S.$127.9 million) incurred under the Wynn Macau Credit Facilities in exchange for receipt on the sameamount at a variable interest rate based on the applicable HIBOR at the time of payment. Until they expired in August 2011, these interest rate swaps fixed theinterest rates on the U.S. dollar and the Hong Kong dollar borrowings under the Wynn Macau Credit Facilities at 4.88%—5.38% and 4.64%, respectively.10. Related Party TransactionsAmounts Due to OfficersThe Company periodically provides services to Stephen A. Wynn, Chairman of the Board of Directors and Chief Executive Officer (“Mr. Wynn”), andcertain other officers and directors of the Company, including the personal use of employees, construction work and other personal services. Mr. Wynn andother officers and directors have deposits with the Company to prepay any such items, which are replenished on an ongoing basis as needed. As ofDecember 31, 2011 and 2010, Mr. Wynn and the other officers and directors had a net deposit balance with the Company of $0.4 million and $0.3 million,respectively.Villa Suite LeaseOn March 18, 2010, Mr. Wynn and Wynn Las Vegas entered into an Amended and Restated Agreement of Lease (the “SW Lease”) for a villa suite toserve as Mr. Wynn’s personal residence. The SW Lease amends and restates a prior lease. The SW Lease was approved by the Audit Committee of the Boardof Directors of the Company. The term of the SW Lease commenced as of March 1, 2010 and runs concurrent with Mr. Wynn’s employment agreement withthe Company; provided that either party may terminate on 90 days notice. Pursuant to the SW Lease, the rental value of the villa suite will be treated asimputed income to Mr. Wynn, and will be equal to the fair market value of the accommodations provided. Effective March 1, 2010, and for the first two yearsof the term of the SW Lease, the rental value will be $503,831 per year. Effective March 1, 2012, the rental value will be $440,000 per year based on thecurrent fair market value as established by the Audit Committee of the Company with the assistance of an independent third-party appraisal. The rental valuefor the villa suite will be re-determined every two years during the term of the lease by the Audit Committee, with the assistance of an independent third-partyappraisal. Certain services for, and maintenance of, the villa suite are included in the rental.On March 17, 2010, Elaine P. Wynn, a director of Wynn Resorts, and Wynn Las Vegas entered into an Agreement of Lease (the “EW Lease”) for thelease of a villa suite as Elaine P. Wynn’s personal residence. The EW Lease was approved by the Audit Committee of the Board of Directors of the Company.Pursuant to the terms of the EW Lease, Elaine P. Wynn paid annual rent equal to $350,000, which amount was determined by the Audit Committee with theassistance of a third-party appraisal. Certain services for, and maintenance of, the villa suite were included in the rental. The EW Lease superseded the termsof a prior agreement. The term of the EW lease commenced as of March 1, 2010 and was scheduled to terminate on December 31, 2010. The lease wasextended on a month-to-month basis after December 31, 2010 until terminated effective March 31, 2011.Home PurchaseIn May 2010, the Company entered into an employment agreement with Linda Chen, who is also a director of Wynn Resorts. The term of theemployment agreement is through February 24, 2020. Under the terms of the employment agreement, the Company purchased a home in Macau for use byMs. Chen for $5.4 million, and as of December 31, 2011, has expended $2.1 million to renovate the home. The new employment agreement also providesMs. Chen the use of an automobile in Macau. Upon the occurrence of certain events set forth below, Ms. Chen has the option to purchase the home at the thenfair market value of the home (as determined by an independent appraiser) less a discount equal to ten percentage points multiplied by each anniversary of theterm 86Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) of the agreement that has occurred (the “Discount Percentage”). The option is exercisable for (a) no consideration at the end of the term, (b) $1.00 in the event oftermination of Ms. Chen’s employment without “cause” or termination of Ms. Chen’s employment for “good reason” following a “change of control” and (c) ata price based on the applicable Discount Percentage in the event Ms. Chen terminates the agreement due to material breach by the Company. Upon Ms. Chen’stermination for “cause,” Ms. Chen will be deemed to have elected to purchase the Macau home based on the applicable Discount Percentage unless theCompany determines to not require Ms. Chen to purchase the home. If Ms. Chen’s employment terminates for any other reason before the expiration of the term(e.g., because of her death or disability or due to revocation of gaming license), the option will terminate.The “Wynn” Surname Rights AgreementOn August 6, 2004, the Company entered into agreements with Mr. Wynn that confirm and clarify the Company’s rights to use the “Wynn” name andMr. Wynn’s persona in connection with its casino resorts. Under the parties’ Surname Rights Agreement, Mr. Wynn granted the Company an exclusive, fullypaid-up, perpetual, worldwide license to use, and to own and register trademarks and service marks incorporating the “Wynn” name for casino resorts andrelated businesses, together with the right to sublicense the name and marks to its affiliates. Under the parties’ Rights of Publicity License, Mr. Wynn grantedthe Company the exclusive, royalty-free, worldwide right to use his full name, persona and related rights of publicity for casino resorts and related businesses,together with the ability to sublicense the persona and publicity rights to its affiliates, until October 24, 2017.11. Property Charges and OtherProperty charges and other consisted of the following (amounts in thousands): Years Ended December 31, 2011 2010 2009 Net loss on assets abandoned/retired for remodel or sold $19,708 $10,270 $21,696 Donation to University of Macau Foundation 109,563 — — Loss on contract termination — 14,949 6,762 Loss on show cancellation 1,378 — — $130,649 $25,219 $28,458 Property charges and other generally include costs related to the retirement of assets for remodels and asset abandonments. Property charges and other forthe year ended December 31, 2011 include the present value of a charitable contribution made by Wynn Macau to the University of Macau DevelopmentFoundation. This contribution consists of a $25 million payment made in May 2011, and a commitment for additional donations of $10 million each year forthe calendar years 2012 through 2022 inclusive, for a total of $135 million. The amount reflected in the accompanying Consolidated Statements of Incomehas been discounted using the Company’s estimated borrowing rate over the time period of the remaining committed payments. In accordance with accountingstandards for contributions, subsequent accretion of the discount is being recorded as additional donation expense and included in Property charges and other.Also included are the write off of certain off-site golf memberships by Wynn Las Vegas, miscellaneous renovations and abandonments at the Company’sresorts, including modifications of the Encore at Wynn Las Vegas retail esplanade, closure of the Blush nightclub and the write off of certain costs related to ashow that ended its run in Las Vegas in April 2011. 87Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Property charges and other for the year ended December 31, 2010 include a contract termination payment of $14.9 million related to a managementcontract for certain of the nightclubs at Wynn Las Vegas as well as miscellaneous renovations, abandonments and gain/loss on sale of equipment at Wynn LasVegas and Wynn Macau.Property charges and other for the year ended December 31, 2009 include a $16.7 million charge for the abandonment of the front porte-cochere atEncore at Wynn Las Vegas to make way for an addition at that property, a $6.8 million charge for the write-off of two aircraft deposits, and a $5 millioncharge related to miscellaneous remodels, abandonments and loss on sale of equipment.12. Stockholders’ EquityCommon StockThe Company is authorized to issue up to 400,000,000 shares of its common stock, $0.01 par value per share (the “Common Stock”). As ofDecember 31, 2011 and 2010, 125,080,998 shares and 124,599,508 shares, respectively, of the Company’s Common Stock were outstanding. Except asotherwise provided by the Company’s articles of incorporation or Nevada law, each holder of the Common Stock is entitled to one vote for each share held ofrecord on each matter submitted to a vote of stockholders. Holders of the Common Stock have no cumulative voting, conversion, redemption or preemptiverights or other rights to subscribe for additional shares. Subject to any preferences that may be granted to the holders of the Company’s preferred stock, eachholder of Common Stock is entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefore, aswell as any distributions to the stockholders and, in the event of liquidation, dissolution or winding up of the Company, is entitled to share ratably in allassets of the Company remaining after payment of liabilities.The Board of Directors of Wynn Resorts has authorized an equity repurchase program of up to $1.7 billion. The repurchase program may includerepurchases from time to time through open market purchases or negotiated transactions, depending upon market conditions. During 2011, the Companyrepurchased a total of 51,136 shares in satisfaction of tax withholding obligations on vested restricted stock. No repurchases were made during the yearsended December 31, 2010 or 2009. As of December 31, 2011, the Company had repurchased a cumulative total of 12,856,090 shares of the Company’sCommon Stock for a net cost of $1.1 billion under the program.Preferred StockThe Company is authorized to issue up to 40,000,000 shares of undesignated preferred stock, $0.01 par value per share (the “Preferred Stock”). As ofDecember 31, 2011, the Company had not issued any Preferred Stock. The Board of Directors, without further action by the holders of Common Stock, maydesignate and issue shares of Preferred Stock in one or more series and may fix or alter the rights, preferences, privileges and restrictions, including the votingrights, redemption provisions (including sinking fund provisions), dividend rights, dividend rates, liquidation rates, liquidation preferences, conversionrights and the description and number of shares constituting any wholly unissued series of Preferred Stock. The issuance of such shares of Preferred Stockcould adversely affect the rights of the holders of Common Stock. The issuance of shares of Preferred Stock under certain circumstances could also have theeffect of delaying or preventing a change of control of the Company or other corporate action.Redemption of SecuritiesThe Company’s articles of incorporation provide that, to the extent required by the gaming authority making the determination of unsuitability or to theextent the board of directors determines, in its sole discretion, that a person is likely to jeopardize the Company’s or any affiliate’s application for, receipt of,approval for, right to the 88Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) use of, or entitlement to, any gaming license, shares of Wynn Resorts’ capital stock that are owned or controlled by an unsuitable person or its affiliates aresubject to redemption by Wynn Resorts. The redemption price will be the amount, if any, required by the gaming authority or, if the gaming authority does notdetermine the price, the sum deemed by the board of directors to be the fair value of the securities to be redeemed. If the Company determines the redemptionprice, the redemption price will be capped at the closing price of the shares on the principal national securities exchange on which the shares are listed on thetrading day before the redemption notice is given. If the shares are not listed on a national securities exchange, the redemption price will be capped at the closingsale price of the shares as quoted on The NASDAQ Global Select Market or if the closing price is not reported, the mean between the bid and ask prices, asquoted by any other generally recognized reporting system. The Company’s right of redemption is not exclusive of any other rights that it may have or lateracquire under any agreement, its bylaws or otherwise. The redemption price may be paid in cash, by promissory note, or both, as required, and pursuant tothe terms established by, the applicable gaming authority and, if not, as the Board of Directors of the Company elects.13. Noncontrolling InterestIn October 2009, Wynn Macau, Limited, an indirect wholly-owned subsidiary of the Company and the developer, owner and operator of Wynn Macau,listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited. Through an initial public offering, including the over allotment,Wynn Macau, Limited sold 1,437,500,000 shares (27.7%) of this subsidiary’s common stock (the “Wynn Macau Limited IPO”). Proceeds to the Companyas a result of this transaction were approximately $1.8 billion, net of transaction costs of approximately $84 million. The shares of Wynn Macau, Limitedwere not and will not be registered under the Securities Act and may not be offered or sold in the United States absent a registration under the Securities Act, oran applicable exception from such registration requirements. In connection with this transaction, in October 2009, the Company recorded $107.4 million ofnoncontrolling interest as a separate component of equity in the accompanying Consolidated Balance Sheets and has followed accounting standards fornoncontrolling interest in the consolidated financial statements beginning in October 2009. Net income attributable to noncontrolling interest was $211.7million, $156.5 million and $18.5 million for the years ended December 31, 2011, 2010 and 2009, respectively.On November 16, 2011, the Wynn Macau, Limited Board of Directors approved a HK$1.20 per share dividend. The total dividend amount wasapproximately $800 million and the Company’s share of this dividend was $578.3 million. A reduction of $221.6 million was made to noncontrolling interestin the accompanying Consolidated Balance Sheets to reflect the payment of this dividend.On November 2, 2010, the Wynn Macau, Limited Board of Directors approved a HK$0.76 per share dividend. The total dividend amount wasapproximately $508 million and the Company’s share of this dividend was $367 million. A reduction of $140.7 million was made to noncontrolling interestin the accompanying Consolidated Balance Sheets to reflect the payment of this dividend.14. Benefit PlansEmployee Savings PlanThe Company established a retirement savings plan under Section 401(k) of the Internal Revenue Code covering its U.S. non-union employees inJuly 2000. The plan allows employees to defer, within prescribed limits, a percentage of their income on a pre-tax basis through contributions to this plan.Prior to March 16, 2009, the Company matched the contributions, within prescribed limits, with an amount equal to 100% of the participant’s initial 2% taxdeferred contribution and 50% of the tax deferred contribution between 2% and 4% of the participant’s compensation. Effective March 16, 2009, theCompany suspended matching contributions to 89Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) this plan. The Company recorded an expense for matching contributions of $0, $0, and $1.4 million for the years ended December 31, 2011, 2010 and 2009,respectively.Wynn Macau also operates a defined contribution retirement benefits plan (the “Wynn Macau Plan”). Eligible employees are allowed to contribute 5% oftheir salary to the Wynn Macau Plan and the Company matches any contributions. The assets of the Wynn Macau Plan are held separately from those of theCompany in an independently administered fund. The Company’s matching contributions vest to the employee at 10% per year with full vesting in tenyears. Forfeitures of unvested contributions are used to reduce the Company’s liability for its contributions payable. For the period from March 1, 2009through April 30, 2010, the Company suspended its matching contributions. The contributions were reinstated effective May 1, 2010. During the years endedDecember 31, 2011, 2010 and 2009, the Company recorded an expense for matching contributions of $6.6 million, $3.3 million and $0.5 million,respectively.Multi-employer pension planWynn Las Vegas contributes to a multi-employer defined benefit pension plan for certain of its union employees under the terms of the Southern NevadaCulinary and Bartenders Union collective-bargaining agreement. The collective-bargaining agreement that covers these union-represented employees expires in2016. The legal name of the multi-employer pension plan is the Southern Nevada Culinary and Bartenders Pension Plan (the “Plan”) (EIN: 88-6016617 PlanNumber: 001). The Company recorded an expense of $7.6 million, $6.8 million and $6.2 million for contributions to the Plan for the years endedDecember 31, 2011, 2010 and 2009, respectively. For the 2010 plan year, the most recent for which plan data is available, the Company’s contributions wereidentified by the Plan to exceed 5% of total contributions for that year. Based on information the Company received from the Plan, it was certified to be inneither endangered nor critical status for the 2010 plan year. Risks of participating in a multi-employer plan differs from single-employer plans for thefollowing reasons: (1) assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participatingemployers; (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participatingemployers; and (3) if a participating employer stops participating, it may be required to pay those plans an amount based on the underfunded status of theplan, referred to as a withdrawal liability.Stock-Based CompensationThe Company established the 2002 Stock Incentive Plan (the “WRL Stock Plan”) to provide for the grant of (i) incentive stock options,(ii) compensatory (i.e., nonqualified) stock options, and (iii) nonvested shares of Common Stock of Wynn Resorts, Limited. Employees, directors (whetheremployee or nonemployee) and independent contractors or consultants of the Company are eligible to participate in the WRL Stock Plan. However, onlyemployees of the Company are eligible to receive incentive stock options.A maximum of 12,750,000 shares of Common Stock are reserved for issuance under the WRL Stock Plan. As of December 31, 2011, 4,098,336shares remain available for the grant of stock options or nonvested shares of Common Stock.Options are granted at the current market price at the date of grant. The WRL Stock Plan provides for a variety of vesting schedules all determined at thetime of grant. All options expire ten years from the date of grant. 90Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) A summary of option activity under the WRL Stock Plan as of December 31, 2011, and the changes during the year then ended is presented below: Options WeightedAverageExercisePrice WeightedAverageRemainingContractualTerm AggregateIntrinsicValue Outstanding at January 1, 2011 3,252,708 $61.97 Granted 25,200 140.54 Exercised (431,126) 55.18 Canceled/Expired (117,658) 68.52 Outstanding at December 31, 2011 2,729,124 63.49 6.8 $129,304,063 Fully vested and expected to vest at December 31, 2011 2,485,576 63.02 6.7 $120,165,961 Exercisable at December 31, 2011 376,924 51.75 4.0 $22,419,903 The following information is provided for stock options of the WRL Stock Plan (amounts in thousands, except weighted average grant date fair value): Years Ended December 31, 2011 2010 2009 Weighted average grant date fair value $48.31 $40.32 $28.25 Intrinsic value of stock options exercised $36,776 $63,095 $8,249 Net cash proceeds from the exercise of stock options $23,789 $66,186 $6,347 Tax benefits realized from the exercise of stock options and vesting of restricted stock $11,176 $10,480 $49,013 As of December 31, 2011, there was a total of $55.7 million of unamortized compensation related to stock options, which is expected to be recognizedover the vesting period of the related grants through May 2019.A summary of the status of the WRL Stock Plan’s nonvested shares as of December 31, 2011 and changes during the year then ended is presentedbelow: Shares Weighted AverageGrant Date Fair Value Nonvested at January 1, 2011 861,000 $88.75 Granted 101,500 129.55 Vested (168,000) 69.28 Nonvested at December 31, 2011 794,500 $98.08 91Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The following information is provided for nonvested stock of the WRL Stock Plan (amounts in thousands, except weighted average grant date fairvalue): Years Ended December 31, 2011 2010 2009 Weighted average grant date fair value $129.55 $107.03 $— Fair value of shares vested $24,865 $2,833 $1,685 Approximately $38.6 million of unamortized compensation cost relating to nonvested shares of Common Stock at December 31, 2011 will be recognizedas compensation over the vesting period of the related grants through October 2021.Wynn Macau, Limited Stock Incentive PlanThe Company’s majority-owned subsidiary Wynn Macau, Limited adopted a stock incentive plan effective September 16, 2009 (the “WML StockPlan”). The purpose of the WML Stock Plan is to reward participants, which may include directors and employees of Wynn Macau, Limited who havecontributed towards enhancing the value of Wynn Macau and its shares. A maximum of 518.75 million shares have been reserved for issuance under theWML Stock Plan. As of December 31, 2011, 1.4 million options have been granted.A summary of option activity under the WML Stock Plan as of December 31, 2011, and the changes during the year then ended is presented below: Options WeightedAverageExercisePrice WeightedAverageRemainingContractualTerm AggregateIntrinsicValue Outstanding at January 1, 2011 1,000,000 $1.41 Granted 400,000 3.34 Exercised (50,000) 1.41 Outstanding at December 31, 2011 1,350,000 1.98 8.6 $1,046,374 Fully vested and expected to vest at December 31, 2011 1,350,000 1.98 8.6 $1,046,374 Exercisable at December 31, 2011 150,000 1.41 8.3 $165,217 The following information is provided for stock options of the WML Stock Plan (amounts in thousands, except weighted average grant date fair value): Years Ended December 31, 2011 2010 Weighted average grant date fair value $0.75 $0.60 Intrinsic value of stock options exercised $99.2 $— Net cash proceeds from the exercise of stock options $70.2 $— As of December 31, 2011, there was a total of $0.7 million of unamortized compensation related to stock options, which is expected to be recognizedover the vesting period of the related grants through May 2016. 92Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Compensation CostThe Company uses the Black-Scholes valuation model to determine the estimated fair value for each option grant issued, with highly subjectiveassumptions, changes in which could materially affect the estimated fair value. Expected volatility is based on implied and historical factors related to theCompany’s Common Stock. Expected term represents the weighted average time between the option’s grant date and its exercise date. The risk-free interest rateused for each period presented is based on the U.S. Treasury yield curve for WRL Stock Plan options or the Hong Kong Exchange Fund rates for the WMLStock Plan options at the time of grant for the period equal to the expected term.The fair value of stock options granted under the WRL Stock Plan was estimated on the date of grant using the following weighted-average assumptions: Years Ended December 31, 2011 2010 2009 Expected dividend yield 4.0% 1.23% 0.12% Expected stock price volatility 49.7% 60.9% 54.6% Risk-free interest rate 2.4% 3.1% 2.7% Expected average life of options (years) 6.5 6.9 7.6 The fair value of stock options granted under the WML Stock Plan was estimated on the date of grant using the following assumptions: Years Ended December 31, 2011 2010 Expected dividend yield 4.0% — Expected stock price volatility 37.8% 40.8% Risk-free interest rate 2.1% 2.4% Expected average life of options (years) 6.5 6.5 The total compensation cost for both the WRL Stock Plan and the WML Stock Plan is allocated as follows (amounts in thousands): Years Ended December 31, 2011 2010 2009 Casino $8,997 $10,497 $8,740 Rooms 383 455 460 Food and beverage 429 301 305 Entertainment, retail and other 24 87 19 General and administrative 14,048 15,828 14,812 Total stock-based compensation expense 23,881 27,168 24,336 Total stock-based compensation capitalized 886 617 585 Total stock-based compensation costs $24,767 $27,785 $24,921 93Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 15. Income TaxesConsolidated income (loss) before taxes for domestic and foreign operations consisted of the following (amounts in thousands): Years Ended December 31, 2011 2010 2009 Domestic $49,521 $(239,125) $(229,861) Foreign 756,046 576,168 271,967 Total $805,567 $337,043 $42,106 The Company’s benefit (provision) for income taxes consisted of the following (amounts in thousands): Years Ended December 31, 2011 2010 2009 Current Federal $— $— $— Foreign 3,386 (1,560) (3,679) 3,386 (1,560) (3,679) Deferred Federal 10,809 (9,640) (2,090) Foreign 5,351 (9,247) 2,770 16,160 (18,887) 680 Total $19,546 $(20,447) $(2,999) 94Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The tax effects of significant temporary differences representing net deferred tax assets and liabilities consisted of the following (amounts in thousands): As of December 31, 2011 2010 Deferred tax assets—U.S.: Current: Receivables, inventories,accrued liabilities and other $36,753 $34,384 Less: valuation allowance (33,525) (30,430) 3,228 3,954 Long-term: Foreign tax credit carryforwards 1,848,185 1,306,965 Intangibles and related other 31,215 29,069 Stock based compensation 17,001 16,275 Pre-opening costs 16,671 18,758 Syndication costs 3,780 3,780 Other credit carryforwards 3,458 3,930 Interest rate swap valuation adjustment 1,620 2,960 Other 615 494 1,922,545 1,382,231 Less: valuation allowance (1,753,667) (1,223,288) 168,878 158,943 Deferred tax liabilities—U.S.: Current: Prepaid insurance, maintenance and taxes (6,803) (6,928) (6,803) (6,928) Long-term: Property and equipment (223,172) (235,824) (223,172) (235,824) Deferred tax assets—Foreign: Long-term: Net operating loss carryforwards 17,593 24,791 Property equipment and other 5,345 5,819 Accrued charitable contribution 2,222 — Pre-opening costs and other 130 1,588 Less: valuation allowance (25,290) (32,198) — — Net deferred tax liability $(57,869) $(79,855) 95Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The income tax (benefit) provision differs from that computed at the federal statutory corporate tax rate as follows: Years Ended December 31, 2011 2010 2009 Federal statutory rate 35.0% 35.0% 35.0% Foreign tax rate differential (21.3%) (38.8%) (133.3%) Other items, net: Foreign tax credits, net of valuation allowance (80.8%) (104.9%) 77.0% Repatriation of foreign earnings 76.3% 134.9% 113.8% Excess executive compensation 0.4% 0.7% 5.4% Non-taxable foreign income (13.0%) (24.8%) (108.6%) Non-deductible foreign property charges — — 2.4% General business credits (0.1%) (0.4%) (2.8%) Other, net 0.1% 1.4% 2.6% Valuation allowance, other 1.0% 3.0% 15.6% Effective tax rate (2.4%) 6.1% 7.1% The Company has no U.S. tax loss carryforwards. The Company incurred foreign tax losses of $73.7 million, $89.4 million, and $74.2 millionduring the tax years ended December 31, 2011, 2010 and 2009, respectively. These foreign tax loss carryforwards expire in 2014, 2013, and 2012,respectively. The Company has recorded a valuation allowance against these tax loss carryforwards. The Company incurred a capital loss of $3.6 millionduring the year ended December 31, 2011. The capital loss carryforward will expire in 2016. The Company recorded tax benefits resulting from the exercise ofnonqualified stock options and the value of vested restricted stock and accrued dividends of $11.2 million, $10.5 million, and $49 million as ofDecember 31, 2011, 2010, and 2009, respectively, in excess of the amounts reported for such items as compensation costs under accounting standards relatedto stock-based compensation. The Company uses a with-and-without approach to determine if the excess tax deductions associated with compensation costshave reduced income taxes payable.Accounting standards require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not. Otherwise, avaluation allowance is applied. During 2011 and 2010, the aggregate valuation allowance for deferred tax assets increased by $526.6 million and $574.2million, respectively. The 2011 and 2010 increases are primarily related to foreign tax credit carryforwards that are not considered more likely than notrealizable. As discussed in the succeeding paragraph, the Company does not consider forecasted future operating results when scheduling the realization ofdeferred tax assets and the required valuation allowance but instead relies solely on the reversal of net taxable temporary differences. The ultimate realization ofthe Company’s recorded foreign tax credit deferred tax asset is dependent upon the incurrence of sufficient US income tax liabilities attributable to foreignsource income during the 10-year foreign tax credit carryover period.The Macau special gaming tax is 35% of gross gaming revenue. The IRS only allows a credit for 35% of “net” foreign source income. In February 2010,the Company and the IRS entered into a Pre-Filing Agreement (“PFA”) providing that the Macau Special Gaming Tax qualifies as a tax paid in lieu of anincome tax and could be claimed as a U.S. foreign tax credit. The valuation allowance for foreign tax credits was determined in accordance with accountingstandards by scheduling the existing U.S. “net” taxable temporary differences that are expected to reverse during the 10-year foreign tax credit carryover period.The U.S. income tax rules applicable to foreign tax credit utilization are applied to the scheduling results in order to determine the amount of foreign tax creditexpected to be utilized in the future. 96Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) During the years ended December 31, 2011, 2010 and 2009, the Company recognized tax benefits of $647.6 million, $955.2 million and $125.3million, respectively (net of valuation allowance and uncertain tax positions) for foreign tax credits applicable to the earnings of Wynn Macau S.A. Asignificant portion of these credits result from the treatment of the Macau Special Gaming Tax as a U.S. foreign tax credit. Of the $647.6 million, $955.2million and $125.3 million, $640.8 million, $949.5 million and $121.5 million were used to offset 2011, 2010 and 2009 U.S. income tax expense incurredas a result of the repatriation of Wynn Macau S.A. earnings and in 2010 and 2009 the Wynn Macau Limited IPO proceeds. The remaining $6.8 million, $5.8million and $3.8 million (net of valuation allowance and uncertain tax positions) were recorded as a deferred tax asset. Of the Company’s $1,848 million offoreign tax credit carryforwards (net of uncertain tax positions) as of December 31, 2011, $665.7 million will expire in 2018, $110.9 million will expire in2019, $530.4 million in 2020, and $541.3 million in 2021.Of the December 31, 2011, 2010 and 2009 U.S. valuation allowances of $1,787 million, $1,254 million and $694.5 million, respectively, $1,777million, $1,246 million and $689.4 million, respectively, relate to U.S. foreign tax credits expected to expire unutilized, $1.3 million, $1.3 million and $0represent stock-based compensation for foreign-based services that may be nondeductible, $3.4 million, $2.7 million and $1.3 million represent stock-basedcompensation that may be nondeductible under IRC §162(m), and $3.8 million is attributable to syndication costs. During the year ended December 31,2011, the Company recorded a valuation allowance of $1.3 million attributable to a capital loss carryforward. Subsequent recognition of income tax benefitsassociated with syndication costs will be allocated to additional paid-in capital.Except for $51 million of accumulated earnings which the Company plans on repatriating, the Company has not provided deferred U.S. income taxesor foreign withholdings taxes on temporary differences of $300.6 million and $325.1 million as of December 31, 2011 and 2010, respectively, which areindefinitely reinvested and will be used to fund future operations or expansion. The amount of the unrecognized deferred tax liability without regard to potentialforeign tax credits associated with these temporary differences is approximately $105.2 million and $113.8 million for the years ended December 31, 2011and 2010. Deferred income taxes are provided for foreign earnings planned for repatriation. In connection with the Wynn Macau Limited IPO in 2009 (Note13), the Company recorded a deferred tax liability net of expected foreign tax credits of $56.1 million to the extent that the book basis of the investmentexceeded the tax basis and where that difference was expected to reverse in the foreseeable future. The deferred tax liability was recorded as a reduction inadditional paid-in capital. In 2009, the Company repatriated $400 million from the Wynn Macau Limited IPO proceeds leaving a deferred tax liability net ofexpected foreign tax credits of $41.5 million as of December 31, 2009. During 2010, the Company repatriated an additional $1,143 million of Wynn Macau,Limited IPO proceeds resulting in the reversal of the $41.5 million deferred tax liability. In 2011, the Company repatriated $578.2 million from Wynn Macau,Limited. The amounts repatriated during 2011, 2010 and 2009 were used to fund domestic operations, to provide additional U.S. liquidity, and to funddividends to the Company’s shareholders.Effective September 6, 2006, Wynn Macau, S.A. received a 5-year exemption from Macau’s 12% Complementary Tax on casino gaming profits. OnNovember 30, 2010, an additional 5-year Complementary Tax exemption was approved, thereby exempting the casino gaming profits of Wynn Macau S.A.through December 31, 2015. Accordingly, the Company was exempted from the payment of $82.7 million, $64.4 million, and $31.7 million in such taxes forthe years ended December 31, 2011, 2010 and 2009, respectively. The Company’s non-gaming profits remain subject to the Macau Complementary Tax andits casino winnings remain subject to the Macau Special Gaming tax and other levies in accordance with its concession agreement.In June 2009, Wynn Macau, S.A. entered into an agreement with the Macau Special Administrative Region that provides for an annual payment of MOP$7.2 million (approximately $900,000 US dollars) to the Macau Special Administrative Region as complementary tax otherwise due by shareholders of WynnMacau S.A. on dividend distributions. This agreement was retroactive to 2006. Therefore, included in the tax provision for the 97Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) year ended December 31, 2009, are the amounts related to the years 2006 through 2009 totaling $3.6 million. This agreement on dividends is effective through2010. On July 19, 2011, Wynn Macau, S.A. received notification that a 5-year extension of this agreement had been ratified and that an annual payment ofMOP $15.5 million (approximately $1.9 million U.S. dollars) would be due to the Macau Special Administrative Region for each of the years 2011 through2015. As a result of the shareholder dividend tax agreements, income taxes payable includes $1.9 and $0.9 million accrued for the years ended December 31,2011 and 2010.Effective January 1, 2007, the Company adopted the accounting standards related to accounting for uncertain tax positions. This standard requires thattax positions be assessed using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largestamount of benefit that is greater than 50 percent likely of being realized. Uncertain tax positions must be reviewed at each balance sheet date. Liabilitiesrecorded as a result of this analysis must generally be recorded separately from any current or deferred income tax accounts.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (amounts in thousands): As ofDecember 31, 2011 2010 Balance—beginning of year $83,834 $148,365 Additions based on tax positions of the current year 12,427 13,164 Additions based on tax positions of prior years — 694 Reductions for tax positions of prior years — — Settlements — (78,389) Lapses in statutes of limitations (10,763) — Balance—end of year $85,498 $83,834 As of December 31, 2011 and 2010, the Company has recorded a liability related to uncertain tax positions of $25.1 million and $35.9 million,respectively. These amounts are included in Other Long-Term Liabilities in the accompanying Consolidated Balance Sheets. As of December 31, 2011 and2010, $60.4 million and $48 million, respectively, of liabilities related to U.S. and foreign uncertain tax positions that increase the NOL and foreign tax creditcarryforward deferred tax assets are classified as reductions of the NOL and foreign tax credit carryforward deferred tax assets in the net deferred tax asset andliability table above. Other uncertain tax positions not increasing the NOL and foreign tax credit carryforward deferred tax assets have been recorded asincreases in the liability for uncertain tax positions.As of December 31, 2011 and 2010, $24.2 million and $17.9 million, respectively, of unrecognized tax benefit would, if recognized, impact theeffective tax rate. The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes. During the year endedDecember 31, 2011, the Company recognized interest and penalties of $0.04 million. The Company recognized no interest or penalties during the years endedDecember 31, 2010 and 2009.The Company anticipates that the 2007 statute of limitations will expire in the next 12 months for certain foreign tax jurisdictions. Also, the Company’sunrecognized tax benefits include certain income tax accounting methods. These accounting methods govern the timing and deductibility of income taxdeductions. As a result, the Company’s unrecognized tax benefits could decrease by a range of $0 to $0.5 million over the next 12 months. 98Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company’s income tax returns aresubject to examination by the IRS and other tax authorities in the locations where it operates. As of December 31, 2011, the Company has filed domesticincome tax returns for the years 2002 to 2010 and foreign income tax returns for 2002 to 2010. The Company’s 2002 to 2005 domestic income tax returnsremain subject to examination by the IRS to the extent of tax attributes carryforwards to future years. The Company’s 2006 to 2010 domestic income taxreturns also remain subject to examination by the IRS. The Company’s 2007 to 2010 Macau income tax returns remain subject to examination by the MacauFinance Bureau.During 2010, the Company reached an agreement with the Appellate division of the IRS regarding issues raised during the examination of its 2004 and2005 income tax returns. The issues for consideration by the Appellate division were temporary differences and related to the deduction of certain costsincurred during the development and construction of Wynn Las Vegas and the appropriate tax depreciation recovery periods applicable to certain assets. As aresult of this settlement with the Appellate division, the Company reduced its unrecognized tax benefits by $78.4 million. This reduction in unrecognized taxbenefits resulted in a decrease in the Company’s liability for uncertain tax positions of $55 million. The settlement of the 2004 and 2005 examination issuesdid not result in a cash tax payment but rather utilized $88.5 million and $2.5 million in foreign tax credit and general business credit carryforwards.During 2010, the Company received the results of an IRS examination of its 2006 through 2008 U.S. income tax returns and filed its appeal of theexamination’s findings with the Appellate division of the IRS. In connection with that appeal, the Company agreed to extend the statute of limitations for its2006 and 2007 tax returns to December 31, 2012. The Company believes that it will likely reach an agreement with the IRS with respect to the examination ofits 2006, 2007 and 2008 U.S. income tax returns within the next 12 months. The issues under examination in these years are temporary differences and relateto the treatment of discounts extended to Las Vegas casino customers gambling on credit, the deduction of certain costs incurred during the development andconstruction of Encore at Wynn Las Vegas and the appropriate tax depreciation recovery periods applicable to certain assets. Upon the settlement of theseissues, unrecognized tax benefits could decrease by $0 to $62.1 million. The resolution of the 2006, 2007 and 2008 examination is not expected to result inany significant cash payment but rather the utilization of a portion of the foreign tax credit carryforward.The Company received the results of an IRS examination of its 2009 U.S. income tax return and filed an appeal of the examination’s findings with theAppellate division of the IRS during 2011. The Company believes it will likely reach an agreement with the IRS with respect to the examination of the 2009U.S. income tax return within the next 12 months. The issues under examination in 2009 relate to the impact of prior year IRS audit adjustments on thecomputation of 2009 taxable income. Upon settlement of these issues, unrecognized tax benefits could decrease by $0 to $0.2 million. The resolution of the2009 IRS examination is not expected to result in any significant cash payment, but rather the utilization of a portion of the foreign tax credit carryforward.During 2011, the IRS commenced an examination of the Company’s 2010 U.S. income tax return. Since the examination is in its initial stages theCompany is unable to determine if it will be concluded within the next twelve months. The Company believes that its liability for uncertain tax positionsrelated to the period covered by this examination is adequate.The Company is participating in the IRS Compliance Assurance Program (“CAP”) for the 2011 tax year. Under the CAP program the IRS and thetaxpayer work together in a pre-filing environment to examine transactions and issues and thus complete the tax examination before the tax return is filed.Participation in this program should enable the Company to reduce time spent on tax administration and enhance tax reserve and financial statement reportingintegrity. In January 2012, the Company received notification that it had been accepted into the IRS CAP for the 2012 tax year. 99Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) During 2011, Wynn Macau, S.A. received the results of the Macau Finance Bureau’s examination of its 2006 and 2007 Macau Complementary Taxreturns and filed an appeal related to the examination’s disallowance of certain deductions claimed in its 2006 Macau Complementary Tax Return. In August2011, the 2006 Macau tax issues under appeal were resolved. As part of the settlement, the Company paid $1.1 million in Macau Complementary taxsubstantially all of which was provided for in prior years. As the result of the resolution of these Macau tax issues and the expiration of the statute oflimitations for 2006 Macau Complementary tax assessments on December 31, 2011, the total amount of unrecognized tax benefits decreased by $10.8 million.16. Commitments and ContingenciesWynn MacauLand Concession Contract. Wynn Macau, S.A. has entered into a land concession contract for the land on which Wynn Macau is located. Under theland concession contract, Wynn Macau, S.A. leases a parcel of approximately 16 acres from the government for an initial term of 25 years, with a right torenew for additional periods with government approval. Wynn Macau, S.A. has made payments to the Macau government under the land concession contracttotaling $42.7 million. Wynn Macau, S.A. also paid approximately $18.4 million to an unrelated third party for its relinquishment of rights to a portion of theland. In 2009, the Company and the Macau government agreed to modify this land concession as a result of the construction of Encore at Wynn Macau andthe additional square footage that was added as a result of such construction. In November 2009, the Company made an additional one-time land premiumpayment of $14.2 million. During the term of the land concession contract, Wynn Macau, S.A. is required to make annual lease payments of up to $525,000.Cotai Development and Land Concession Contract. In September 2011, Palo Real Estate Company Limited and Wynn Resorts (Macau) S.A., eachan indirect subsidiary of Wynn Macau Limited, formally accepted the terms and conditions of a draft land concession contract from the Macau governmentfor approximately 51 acres of land in the Cotai area of Macau. Following government approval, the Company anticipates constructing a full scale integratedresort containing a casino, approximately 2,000 hotel suites, convention, retail, entertainment and food and beverage offerings on this land. The Companycontinues to finalize the project scope, timeline and budget.The initial term of the land concession contract is 25 years, and it may be renewed with government approval for successive periods. The total landpremium payable, as described in the draft land concession contract, is $193.4 million. An initial payment of $62.5 million was paid in December 2011,with eight additional semi-annual payments of approximately $16.4 million each (which includes interest at 5%) due once the Macau government publishesthe Company’s rights to the Cotai land in the government’s official gazette. As of December 31, 2011, the Company has recorded this obligation and relatedasset with $13.4 million included as a current liability and $103.9 million included as a long-term liability. Wynn Macau will also be required to make annuallease payments of $0.8 million during the resort construction period and annual payments of approximately $1.1 million once the development is completed.Cotai Land Agreement. On August 1, 2008, subsidiaries of Wynn Resorts, Limited entered into an agreement with an unrelated third party to make aone-time payment in the amount of $50 million in consideration of the unrelated third party’s relinquishment of certain rights in and to any future developmenton the Cotai land noted above. The payment will be made within 15 days after the Macau government publishes the Company’s rights to the Cotai land in thegovernment’s official gazette. With the Company’s acceptance of the draft land concession contract noted above, the Company has accrued this $50 millionobligation as a current liability included in other accrued liabilities as of December 31, 2011. 100Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Leases and other arrangementsThe Company is the lessor under several retail leases and has entered into license and distribution agreements for several additional retail outlets. TheCompany also is a party to joint venture agreements for the operation of one retail outlet and the Ferrari and Maserati automobile dealership at Wynn LasVegas. The lease agreements include minimum base rents with contingent rental clauses.The following table presents the future minimum rentals to be received under the operating leases (amounts in thousands): Years Ending December 31, 2012 $20,939 2013 13,907 2014 13,130 2015 12,027 2016 8,947 Thereafter 3,693 $72,643 The total future minimum rentals do not include contingent rental. Contingent rentals were $73.2 million for the year ended December 31, 2011.In addition, the Company is the lessee under leases for office space in Las Vegas, Macau and certain other locations, warehouse facilities, the landunderlying the Company’s aircraft hangar and certain office equipment.At December 31, 2011, the Company was obligated under non-cancelable operating leases to make future minimum lease payments as follows (amountsin thousands): Years Ending December 31, 2012 $5,017 2013 2,775 2014 2,329 2015 1,672 2016 1,602 Thereafter 4,616 $18,011 Rent expense for the years ended December 31, 2011, 2010 and 2009, was $20.2 million, $21.6 million and $17.2 million, respectively.Self-insuranceThe Company’s domestic subsidiaries are covered under a self-insured medical plan up to a maximum of $300,000 per year for each insured person.Amounts in excess of these thresholds are covered by the Company’s insurance programs, subject to customary policy limits. The Company’s foreignsubsidiaries are fully insured. Beginning January 2012, the medical plan covering employees of the Company’s domestic subsidiaries is fully insured. 101Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Employment AgreementsThe Company has entered into employment agreements with several executive officers, other members of management and certain key employees. Theseagreements generally have three- to five-year terms and typically indicate a base salary and often contain provisions for discretionary bonuses. Certain of theexecutives are also entitled to a separation payment if terminated without “cause” or upon voluntary termination of employment for “good reason” following a“change of control” (as these terms are defined in the employment contracts).LitigationOn May 3, 2010, Atlantic-Pacific Capital, Inc. (“APC”) filed an arbitration demand with Judicial Arbitration and Mediation Services regarding anagreement with the Company. The action concerns a claim for compensation of approximately $32 million pursuant to an agreement entered into between APCand the Company on or about March 30, 2008 whereby APC was engaged to raise equity capital for an investment vehicle sponsored by the Company. APC isseeking compensation unrelated to the investment vehicle. The Company has denied APC’s claims for compensation. The Company filed a Complaint forDamages and Declaratory Relief against APC in the District Court, Clark County, Nevada, on May 10, 2010. APC removed the action to the United StatesDistrict Court, District of Nevada. In March 2011, the court denied APC’s motion to compel arbitration. APC has appealed. Management believes that APC’sclaim against the Company is without merit and intends to defend this matter vigorously.Sales and Use Tax on Complimentary MealsIn March 2008, the Nevada Supreme Court ruled, in the matter captioned Sparks Nugget, Inc. vs. The State of Nevada Ex Rel. Department ofTaxation, that food and non-alcoholic beverages purchased for use in providing complimentary meals to customers and to employees was exempt from salesand use tax. In July 2008, the Court denied the State’s motion for rehearing. Through April 2008, Wynn Las Vegas paid use tax on these items and has filedfor refunds for the periods from April 2005 to April 2008. The amount subject to these refunds is $5.4 million.In January 2012, the Nevada Tax Commission upheld the decision of an Administrative Law Judge (“ALJ”) who ruled that complimentary mealsprovided to patrons and employees of a Nevada casino operator were retail sales subject to sales tax. The ruling of the ALJ further held that the use tax alreadypaid on such items and sought as refunds should be credited against the sales tax due. Furthermore, the ALJ held that the Nevada Department of Taxationcould not assess additional taxes, penalties or interest because its regulations and policies at the time only required the payment of use tax on suchcomplimentary meals. The Company expects that the Nevada Tax Commission ruling will be appealed through the Nevada courts. As of December 31, 2011,the Company has neither recorded a receivable associated with its $5.4 million refund claim nor any sales tax liability for complimentary meals provided tocustomers and employees. 102Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 17. Segment InformationThe Company monitors its operations and evaluates earnings by reviewing the assets and operations of its Las Vegas Operations and its MacauOperations. The Company’s total assets and capital expenditures by segment consisted of the following (amounts in thousands): As of December 31, 2011 2010 Assets Las Vegas Operations $4,035,398 $4,108,516 Macau Operations 2,202,683 1,777,119 Corporate and other 661,415 788,862 $6,899,496 $6,674,497 Years ended December 31, 2011 2010 Capital expenditures Las Vegas Operations $65,207 $157,080 Macau Operations 115,702 120,580 Corporate and other 3,237 6,168 $184,146 $283,828 103Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The Company’s results of operations by segment for the years ended December 31, 2011, 2010 and 2009 consisted of the following (amounts inthousands): Years Ended December 31, 2011 2010 2009 Net revenues Las Vegas Operations $1,480,719 $1,296,064 $1,229,573 Macau Operations 3,789,073 2,888,634 1,816,038 Total $5,269,792 $4,184,698 $3,045,611 Adjusted Property EBITDA(1) Las Vegas Operations $439,036 $270,299 $244,065 Macau Operations 1,196,232 892,686 502,087 Total 1,635,268 1,162,985 746,152 Other operating costs and expenses Pre-opening costs — 9,496 1,817 Depreciation and amortization 398,039 405,558 410,547 Property charges and other 130,649 25,219 28,458 Corporate expenses and other 96,868 96,659 70,246 Equity in income from unconsolidated affiliates 1,472 801 121 Total other operating costs and expenses 627,028 537,733 511,189 Operating income 1,008,240 625,252 234,963 Other non-operating costs and expenses Interest income 7,654 2,498 1,740 Interest expense, net of amounts capitalized (229,918) (222,863) (211,385) Increase (decrease) in swap fair value 14,151 (880) (2,258) Gain (loss) from extinguishment of debt/exchange offer — (67,990) 18,734 Equity in income from unconsolidated affiliates 1,472 801 121 Other 3,968 225 191 Total other non-operating costs and expenses (202,673) (288,209) (192,857) Income before income taxes 805,567 337,043 42,106 Benefit (provision) for income taxes 19,546 (20,447) (2,999) Net income $825,113 $316,596 $39,107 (1)“Adjusted Property EBITDA” is earnings before interest, taxes, depreciation, amortization, pre-opening costs, property charges and other, corporateexpenses, stock-based compensation, and other non-operating income and expenses and includes equity in income from unconsolidated affiliates.Adjusted Property EBITDA is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure theperformance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDA as a measure of the operatingperformance of its segments and to compare the operating performance of its properties with those of its competitors. The Company also presentsAdjusted Property EBITDA because it is used by some investors as a way to measure a company’s ability to incur and service debt, make capitalexpenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplement to financial measures inaccordance with U.S. generally accepted accounting principles (“GAAP”). In order to view the operations of their casinos on a more stand-alone basis,gaming companies, including Wynn Resorts, Limited, have historically excluded 104Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) from their EBITDA calculations pre-opening expenses, property charges and corporate expenses, which do not relate to the management of specificcasino properties. However, Adjusted Property EBITDA should not be considered as an alternative to operating income as an indicator of the Company’sperformance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined inaccordance with GAAP. Unlike net income, Adjusted Property EBITDA does not include depreciation or interest expense and therefore does not reflectcurrent or future capital expenditures or the cost of capital. The Company has significant uses of cash flows, including capital expenditures, interestpayments, debt principal repayments, taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA. Also, WynnResorts’ calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore,comparability may be limited.18. Quarterly Financial Information (Unaudited)The following tables (amounts in thousands, except per share data) present selected quarterly financial information for 2011 and 2010, as previouslyreported. Because income (loss) per share amounts are calculated using the weighted average number of common and dilutive common equivalent sharesoutstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total income per share amounts for the year. Year Ended December 31, 2011 First Second Third Fourth Year Net revenues $1,260,272 $1,367,353 $1,298,304 $1,343,863 $5,269,792 Operating income 280,556 213,033 239,845 274,806 1,008,240 Net income 226,335 155,331 185,185 258,262 825,113 Net income attributable to Wynn Resorts 173,804 122,031 127,063 190,473 613,371 Basic income per share $1.40 $0.98 $1.02 $1.53 $4.94 Diluted income per share $1.39 $0.97 $1.01 $1.52 $4.88 Year Ended December 31, 2010 First Second Third Fourth Year Net revenues $908,918 $1,032,643 $1,005,949 $1,237,188 $4,184,698 Operating income 114,848 148,146 131,949 230,309 625,252 Net income (loss) 57,859 88,917 (2,054) 171,874 316,596 Net income (loss) attributable to Wynn Resorts 26,988 52,405 (33,508) 114,242 160,127 Basic income (loss) per share $0.22 $0.43 $(0.27) $0.93 $1.30 Diluted income (loss) per share $0.22 $0.42 $(0.27) $0.91 $1.29 19. Subsequent Events (Unaudited)Determination of Unsuitability and Redemption of Aruze USA, Inc. and Affiliates and Related MattersOn February 18, 2012, Wynn Resorts’ Gaming Compliance Committee concluded a year-long investigation after receiving an independent report byFreeh, Sporkin & Sullivan, LLP (the “Freeh Report”) detailing numerous prima facie violations of the FCPA by Aruze USA, Inc., at the time a stockholder ofWynn Resorts, Universal Entertainment Corporation, Aruze USA, Inc.’s parent company, and Kazuo Okada, the majority shareholder of UniversalEntertainment Corporation, who is also a member of Wynn Resorts’ Board of Directors and was at the time a director of Wynn Macau, Limited. 105Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Based on the Freeh Report, the Board of Directors of Wynn Resorts determined that Aruze USA, Inc., Universal Entertainment Corporation andMr. Okada are “unsuitable” under Article VII of the Wynn Resorts articles of incorporation. The Board was unanimous (other than Mr. Okada) in itsdetermination. The Board of Directors also requested that Mr. Okada resign as a director of Wynn Resorts and recommended that Mr. Okada be removed as amember of the board of directors of Wynn Macau, Limited. On February 18, 2012, Mr. Okada was removed from the board of directors of Wynn Las VegasCapital Corp., a wholly owned subsidiary of Wynn Resorts.Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed Aruze USA, Inc.’s 24,549,222 shares ofWynn Resorts’ Common Stock. Following a finding of “unsuitability,” Wynn Resorts’ articles authorize redemption at “fair value” of the shares held byunsuitable persons. The Company engaged an independent financial advisor to assist in the fair value calculation and concluded that a discount to the currenttrading price was appropriate because of, among other things, restrictions on most of the shares which are subject to the terms of an existing stockholderagreement. Pursuant to the articles of incorporation, Wynn Resorts issued the Redemption Price Promissory Note to Aruze USA, Inc. in redemption of theshares. The Redemption Price Promissory Note has a principal amount of approximately $1.9 billion, matures on February 18, 2022 and bears interest at therate of 2% per annum, payable annually in arrears on each anniversary of the date of a Redemption Price Promissory Note. Wynn Resorts may, in its sole andabsolute discretion, at any time and from time to time, and without penalty or premium, prepay the whole or any portion of the principal or interest due underthe Redemption Price Promissory Note. In no instance shall any payment obligation under the Redemption Price Promissory Note be accelerated except in thesole and absolute discretion of Wynn Resorts or as specifically mandated by law. The indebtedness evidenced by the Redemption Price Promissory Note is andshall be subordinated in right of payment, to the extent and in the manner provided in the Redemption Price Promissory Note, to the prior payment in full of allexisting and future obligations of Wynn Resorts or any of its affiliates in respect of indebtedness for borrowed money of any kind or nature.On February 19, 2012, Wynn Resorts filed a complaint in the District Court of Clark County, Nevada against Mr. Okada, alleging breaches offiduciary duty and related claims.On February 24, 2012, the board of directors of Wynn Macau, Limited removed Mr. Kazuo Okada from the board.The Company has provided the Freeh Report to applicable regulators and intends to cooperate with any related investigation that such regulators mayundertake. The conduct of Mr. Okada and his affiliates and any resulting regulatory investigations could have adverse consequences to the Company. Afinding by regulatory authorities that Mr. Okada violated the FCPA on Company property and/or otherwise involved the Company in criminal or civilviolations could result in actions by regulatory authorities against the Company. Relatedly, regulators could pursue separate investigations into the Company’scompliance with applicable laws, including in response to litigation filed by Mr. Okada suggesting improprieties in connection with the Company’s donationto the University of Macau and a related informal inquiry by the SEC into this donation. While the Company believes that it is in full compliance with allapplicable laws, any such investigations could result in actions by regulators against the Company.Litigation Commenced by Mr. Okada and Related MattersIn May 2011, Wynn Macau, a majority owned subsidiary of the Company, made a commitment to the University of Macau Development Foundationin support of the new Asia-Pacific Academy of Economics and Management. This contribution consists of a $25 million payment made in May 2011 and acommitment for 106Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) additional donations of $10 million each year for the calendar years 2012 through 2022 inclusive. The pledge was consistent with the Company’s long-standing practice of providing philanthropic support for deserving institutions in the markets in which it operates. The pledge was made following anextensive analysis which concluded that the gift was made in accordance with all applicable laws. The pledge was considered by the Boards of Directors ofboth the Company and Wynn Macau and approved by 15 of the 16 directors who serve on those boards. The sole dissenting vote was Mr. Kazuo Okadawhose stated objection was to the length of time over which the donation would occur, not its propriety.Mr. Okada commenced litigation on January 11, 2012, in Nevada seeking to compel the Company to produce information relating to the donation to theUniversity of Macau, among other things.On February 8, 2012, following Mr. Okada’s lawsuit, the Company received a letter from the Salt Lake Regional Office of the U.S. Securities andExchange Commission (“SEC”) requesting that, in connection with an informal inquiry by the SEC, the Company preserve information relating to, but notlimited to, the donation to the University of Macau, any donations by the Company to any other educational charitable institutions, including the Universityof Macau Development Foundation, and the Company’s casino or concession gaming licenses or renewals in Macau. The Company has informed the SaltLake Regional Office that it intends to fully comply with the SEC’s request. 107Table of ContentsITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENone. ITEM 9A.CONTROLS AND PROCEDURES(a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and ChiefFinancial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. In designing andevaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, canonly provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefitrelationship of possible controls and procedures. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer haveconcluded that, as of December 31, 2011, the Company’s disclosure controls and procedures are effective, at the reasonable assurance level, in recording,processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits underthe Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act isaccumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allowtimely discussions regarding required disclosure.(b) Management Report on Internal Control Over Financial Reporting. Management of the Company is responsible for establishing and maintainingadequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation ofeffectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. In making this assessment,management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.Based on our assessment, management believes that, as of December 31, 2011, the Company’s internal control over financial reporting was effective.The Company’s independent registered public accounting firm has issued an audit report on our internal control over financial reporting. This reportappears under “Report of Independent Registered Public Accounting Firm on Internal Controls Over Financial Reporting” on page 64.(c) Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financialreporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter to which this report relates thathave materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B.OTHER INFORMATIONNone. 108Table of ContentsPART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEThe information required by this item will be contained in the Registrant’s definitive Proxy Statement for its 2012 Annual Stockholder Meeting, to befiled with the Securities and Exchange Commission within 120 days after December 31, 2011 (the “2012 Proxy Statement”) under the captions “Directors andExecutive Officers, “Further Information Concerning the Board of Directors-Corporate Governance,” and “Section 16(a) Beneficial Ownership ReportingCompliance,” and is incorporated herein by reference.As part of the Company’s commitment to integrity, the Board of Directors has adopted a Code of Business Conduct and Ethics applicable to alldirectors, officers and employees of the Company and its subsidiaries. This Code is periodically reviewed by the Board of Directors. The most recent updatedated November 1, 2011, included clarifications and revisions in presentation and is available on our website. In the event we determine to amend or waivecertain provisions of this code of ethics, we will disclose such amendments or waivers on our website at http://www.wynnresorts.com under the heading“Corporate Governance” or as otherwise required by the NASDAQ listing standards. ITEM 11.EXECUTIVE COMPENSATIONThe information required by this item will be contained in the 2012 Proxy Statement under the caption “Directors and Executive Officer Compensationand Other Matters,” and is incorporated herein by reference. ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERSSecurities Authorized for Issuance Under Equity Compensation PlansThe following table summarizes compensation plans under which our equity securities are authorized for issuance, aggregated as to: (i) all compensationplans previously approved by stockholders, and (ii) all compensation plans not previously approved by stockholders. These plans are described in “Item 8.Financial Statements and Supplementary Data” of Part II (see Notes to Consolidated Financial Statements). Plan Category Number ofSecurities to beIssued UponExercise ofOutstandingOptions,Warrants andRights (a) Weighted-AverageExercise Price ofOutstandingOptions, Warrantsand Rights (b) Number ofSecuritiesRemainingAvailable forFuture IssuanceUnder EquityCompensationPlans (excludingsecurities reflectedin column (a)) (c) Equity compensation plans approved by security holders 2,729,124 $63.49 4,098,336 Equity compensation plans not approved by security holders — — — Total 2,729,124 $63.49 4,098,336 Certain information required by this item will be contained in the 2012 Proxy Statement under the caption “Security Ownership of Certain BeneficialOwners and Management,” and is incorporated herein by reference. 109Table of ContentsITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEThe information required by this item will be contained in the 2012 Proxy Statement under the caption “Certain Relationships and Related Transactions,and “Further Information Concerning the Board of Directors-Corporate Governance,” and is incorporated herein by reference. ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICESThe information required by this item will be contained in the 2012 Proxy Statement under the caption “Ratification of Appointment of IndependentPublic Accountants,” and is incorporated herein by reference. 110Table of ContentsPART IV ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES(a)1. The following consolidated financial statements of the Company are filed as part of this report under “Item. 8—Financial Statements andSupplementary Data.” • Reports of Independent Registered Public Accounting Firm • Consolidated Balance Sheets as of December 31, 2011 and 2010 • Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009 • Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2011, 2010 and 2009 • Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009 • Notes to Consolidated Financial Statements(a)2. Financial Statement Schedules filed in Part IV of this report are listed below: • Schedule I—Condensed financial information of the registrant • Schedule II—Valuation and Qualifying AccountsWe have omitted all other financial statement schedules because they are not required or are not applicable, or the required information is shown in thefinancial statements or notes to the financial statements. 111Table of ContentsWYNN RESORTS, LIMITED(Parent Company Only)CONDENSED BALANCE SHEETS(amounts in thousands, except share data) December 31, 2011 2010 ASSETS Current assets: Cash and cash equivalents $378,486 $662,561 Investment Securities 108,676 — Receivables 2,151 541 Prepaid expenses 1,003 995 Total current assets 490,316 664,097 Property and equipment, net 12,161 12,746 Investment Securities 39,419 — Due from subsidiaries 173,583 95,681 Investment in subsidiaries 1,611,198 1,729,393 Total assets $2,326,677 $2,501,917 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $1,274 $88 Accrued compensation and benefits 5,811 5,256 Other accrued liabilities 1,768 1,279 Deferred income taxes, net 3,575 2,974 Total current liabilities 12,428 9,597 Other long term liabilities 11,388 9,742 Uncertain tax position liability 25,112 25,112 Deferred income taxes, net 54,295 76,881 Total liabilities 103,223 121,332 Commitments and contingencies (Note 2) Stockholders’ equity: Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding — — Common stock, par value $0.01; 400,000,000 shares authorized; 137,937,088 and 137,404,462 sharesissued; and, 125,080,998 and 124,599,508 shares outstanding 1,379 1,374 Treasury stock, at cost; 12,856,090 and 12,804,954 shares (1,127,036) (1,119,407) Additional paid-in capital 3,177,471 3,346,050 Accumulated other comprehensive income 840 889 Retained earnings 36,368 9,042 Total Wynn Resorts, Limited stockholders’ equity 2,089,022 2,237,948 Noncontrolling interest 134,432 142,637 Total equity 2,223,454 2,380,585 Total liabilities and stockholders’ equity $2,326,677 $2,501,917 The accompanying notes are an integral part of these condensed financial statements. 112Table of ContentsWYNN RESORTS, LIMITED(Parent Company Only)CONDENSED STATEMENTS OF INCOME(amounts in thousands, except per share data) Year Ended December 31, 2011 2010 2009 Operating revenues: Wynn Las Vegas management fees $22,229 $19,459 $18,434 Wynn Macau royalty fees 152,463 114,904 71,537 Net revenues 174,692 134,363 89,971 Operating costs and expenses: General and administrative 30,421 31,468 21,099 Provision for doubtful accounts — (68) (234) Depreciation and amortization 421 483 558 Property charges and other — 163 — Total operating costs and expenses 30,842 32,046 21,423 Operating income 143,850 102,317 68,548 Other income (expense): Interest and other income 865 1,750 623 Interest expense — — (12,746) Increase in swap fair value — — 5,773 Gain on early extinguishment of debt — — 22,512 Equity in income (loss) of subsidiaries 669,589 263,684 (28,951) Other income (expense), net 670,454 265,434 (12,789) Income before income taxes 814,304 367,751 55,759 Benefit (provision) for income taxes 10,809 (51,155) (16,652) Net income 825,113 316,596 39,107 Less: Net income attributable to noncontrolling interests. (211,742) (156,469) (18,453) Net income attributable to Wynn Resorts, Limited $613,371 $160,127 $20,654 Basic and diluted earnings per common share: Net income: Basic $4.94 $1.30 $0.17 Diluted $4.88 $1.29 $0.17 Weighted average common shares outstanding: Basic 124,039 122,787 119,840 Diluted 125,667 123,939 120,185 The accompanying notes are an integral part of these condensed financial statements. 113Table of ContentsWYNN RESORTS, LIMITED(Parent Company Only)CONDENSED STATEMENTS OF CASH FLOWS(amounts in thousands) Year Ended December 31, 2011 2010 2009 Cash flows from operating activities: Net income $825,113 $316,596 $39,107 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 421 483 558 Deferred income taxes (10,809) 51,155 16,652 Stock-based compensation 10,663 10,792 10,937 Gain on early extinguishment of debt — — (22,512) Provision for doubtful accounts — — 234 Amortization of deferred financing costs and other — — 718 Increase in swap fair value — — (5,773) Property charges and other — 163 — Dividends received from subsidiary 578,240 1,509,584 529,846 Equity in (income) loss of subsidiaries (669,589) (263,684) 28,951 Increase (decrease) in cash from changes in: Receivables (1,610) (178) (597) Prepaid expenses and other (9) 4 1,161 Accounts payable and accrued expenses 5,168 (8,305) (938) Due to (from) affiliates (22,065) (9,040) (18,434) Net cash provided by operating activities 715,523 1,607,570 579,910 Cash flows from investing activities: Redemption of Wynn Las Vegas First Mortgage Notes — 30,000 — Purchase of investment securities (249,374) — — Proceeds from sales or maturities of investment securities 101,017 — — Due to (from) subsidiaries (55,673) (25,300) (37,918) Net cash (used in) provided by investing activities (204,030) 4,700 (37,918) Cash flows from financing activities: Principal payments on long term debt — — (364,688) Repurchase of Wynn Las Vegas First Mortgage Notes — — (50,048) Capital contribution to Wynn Las Vegas LLC — (50,000) (412,951) Proceeds from issuance of common stock — — 209,760 Cash distributions (811,798) (1,051,543) (489,876) Exercise of stock options 23,859 66,186 6,347 Purchase of treasury stock (7,629) — — Interest rate swap transactions — — (9,561) Payments for deferred financing costs and other — — (7,612) Net cash used in financing activities (795,568) (1,035,357) (1,118,629) Cash and cash equivalents: Increase (decrease) in cash and cash equivalents (284,075) 576,913 (576,637) Balance, beginning of year 662,561 85,648 662,285 Balance, end of year $378,486 $662,561 $85,648 The accompanying notes are an integral part of these condensed financial statements. 114Table of ContentsWYNN RESORTS, LIMITED(Parent Company Only)NOTES TO CONDENSED FINANCIAL STATEMENTS1. Basis of PresentationThe accompanying condensed financial statements include only the accounts of Wynn Resorts, Limited (the “Company”). Investments in theCompany’s subsidiaries are accounted for under the equity method.In October 2009, Wynn Macau, Limited, an indirect wholly-owned subsidiary of the Company and the developer, owner and operator of Wynn Macau,listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited. Wynn Macau, Limited sold through an initial public offering,including the over allotment, 1,437,500,000 (27.7%) shares of this subsidiary’s common stock.Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generallyaccepted in the United States of America have been condensed or omitted since this information is included in the Company’s consolidated financialstatements included elsewhere in this Form 10-K.2. Commitments and ContingenciesThe Company is a holding company and, as a result, its ability to pay dividends is dependent on its subsidiaries’ ability to provide funds to it.Restrictions imposed by Wynn Las Vegas, LLC’s (a wholly-owned indirect subsidiary of the Company) debt instruments significantly restrict certain of theCompany’s key subsidiaries holding a majority of the consolidated group’s total assets, including Wynn Las Vegas, LLC, from making dividends ordistributions to the Company, subject to certain exceptions for affiliated overhead expenses as defined in the agreements governing Wynn Las Vegas, LLC’sdebt instruments, unless certain financial and non-financial criteria have been satisfied. In addition, the terms of the loan agreement of Wynn Resorts (Macau),S.A. noted below contains similar restrictions. The Company received cash dividends of $578.3 million, $1.51 billion and $530 million from a subsidiaryduring the years ended December 31, 2011, 2010 and 2009, respectively.3. Equity Repurchase ProgramThe Board of Directors of Wynn Resorts authorized an equity repurchase program of up to $1.7 billion. The repurchase program may includerepurchases from time to time through open market purchases or negotiated transactions, depending upon market conditions. During 2011, the Companyrepurchased a total of 51,136 shares in satisfaction of tax withholding obligations on vested restricted stock. No repurchases were made during the yearsended December 31, 2010 or 2009. As of December 31, 2011, the Company had repurchased 12,856,090 shares of the Company’s common stock for a netcost of $ 1.1 billion.4. Common Stock Secondary OfferingsOn March 20, 2009, the Company completed a secondary common stock offering of 11,040,000 shares with net proceeds of $202.3 million.5. Noncontrolling InterestIn October 2009, Wynn Macau, Limited, an indirect wholly owned subsidiary of the Company and the developer, owner and operator of Wynn Macau,listed its ordinary shares of common stock on The Stock Exchange of Hong Kong Limited. Through an initial public offering, including the over allotment,Wynn Macau, Limited sold 1,437,500,000 (27.7%) shares of this subsidiary’s common stock. Net proceeds to the Company as a 115Table of Contentsresult of this transaction were approximately $1.8 billion. The shares of Wynn Macau, Limited were not and will not be registered under the Securities Act of1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent a registration under the Securities Act, or an applicableexception from such registration requirements. In connection with this transaction, the Company recorded $107.4 million of noncontrolling interest as aseparate component of equity in the accompanying Condensed Balance Sheets as of December 31, 2009. Net income attributable to noncontrolling interest was$211.7 million, $156.5 million and $18.5 million for the years ended December 31, 2011, 2010 and 2009, respectively.On November 16, 2011, the Wynn Macau, Limited Board of Directors approved a HK$1.20 per share dividend. The total dividend amount was $800million and the Company’s share of this dividend was $578.3 million. A reduction of $221.6 million was made to noncontrolling interest in theaccompanying Condensed Balance Sheets to reflect this dividend. On November 2, 2010, the Wynn Macau, Limited Board of Directors approved a HK$0.76per share dividend. The total dividend amount was $508 million and the Company’s share of this dividend was $367 million. A reduction of $140.7 millionwas made to noncontrolling interest in the accompanying Condensed Balance Sheets to reflect this dividend.Note 6. Subsequent Events (Unaudited) Determination of Unsuitability and Redemption of Aruze USA, Inc. and Affiliates and Related MattersOn February 18, 2012, Wynn Resorts’ Gaming Compliance Committee concluded a year-long investigation after receiving an independent report byFreeh, Sporkin & Sullivan, LLP (the “Freeh Report”) detailing numerous prima facie violations of the FCPA by Aruze USA, Inc., at the time a stockholder ofWynn Resorts, Universal Entertainment Corporation, Aruze USA, Inc.’s parent company, and Kazuo Okada, the majority shareholder of UniversalEntertainment Corporation, who is also a member of Wynn Resorts’ Board of Directors and was at the time a director of Wynn Macau, Limited.Based on the Freeh Report, the Board of Directors of Wynn Resorts determined that Aruze USA, Inc., Universal Entertainment Corporation andMr. Okada are “unsuitable” under Article VII of the Wynn Resorts articles of incorporation. The Board was unanimous (other than Mr. Okada) in itsdetermination. The Board of Directors also requested that Mr. Okada resign as a director of Wynn Resorts and recommended that Mr. Okada be removed as amember of the board of directors of Wynn Macau, Limited. On February 18, 2012, Mr. Okada was removed from the board of directors of Wynn Las VegasCapital Corp., a wholly owned subsidiary of Wynn Resorts.Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed Aruze USA, Inc.’s 24,549,222 shares ofWynn Resorts’ Common Stock. Following a finding of “unsuitability,” Wynn Resorts’ articles authorize redemption at “fair value” of the shares held byunsuitable persons. The Company engaged an independent financial advisor to assist in the fair value calculation and concluded that a discount to the currenttrading price was appropriate because of, among other things, restrictions on most of the shares which are subject to the terms of an existing stockholderagreement. Pursuant to the articles of incorporation, Wynn Resorts issued a Redemption Price Promissory Note to Aruze USA, Inc. in redemption of theshares. The Redemption Price Promissory Note has a principal amount of approximately $1.9 billion, matures on February 18, 2022 and bears interest at therate of 2% per annum, payable annually in arrears on each anniversary of the date of the Redemption Price Promissory Note. Wynn Resorts may, in its soleand absolute discretion, at any time and from time to time, and without penalty or premium, prepay the whole or any portion of the principal or interest dueunder the Redemption Price Promissory Note. In no instance shall any payment obligation under the Redemption Price Promissory Note be accelerated except inthe sole and absolute discretion of Wynn Resorts or as specifically mandated by law. The indebtedness evidenced by the Redemption Price Promissory Note isand shall be subordinated in right of payment, to the extent and in the manner provided in the Redemption Price Promissory Note, to the prior payment in fullof all existing and future obligations of Wynn Resorts or any of its affiliates in respect of indebtedness for borrowed money of any kind or nature. 116Table of ContentsOn February 19, 2012, Wynn Resorts filed a complaint in the District Court of Clark County, Nevada against Mr. Okada, alleging breaches offiduciary duty and related claims.On February 24, 2012, the board of directors of Wynn Macau, Limited removed Mr. Kazuo Okada from the board.The Company has provided the Freeh Report to applicable regulators and intends to cooperate with any related investigation that such regulators mayundertake. The conduct of Mr. Okada and his affiliates and any resulting regulatory investigations could have adverse consequences to the Company. Afinding by regulatory authorities that Mr. Okada violated the FCPA on Company property and/or otherwise involved the Company in criminal or civilviolations could result in actions by regulatory authorities against the Company. Relatedly, regulators could pursue separate investigations into the Company’scompliance with applicable laws, including in response to litigation filed by Mr. Okada suggesting improprieties in connection with the Company’s donationto the University of Macau and a related informal inquiry by the SEC into this donation. While the Company believes that it is in full compliance with allapplicable laws, any such investigations could result in actions by regulators against the Company.Litigation Commenced by Mr. Okada and Related MattersIn May 2011, Wynn Macau, a majority owned subsidiary of the Company, made a commitment to the University of Macau Development Foundationin support of the new Asia-Pacific Academy of Economics and Management. This contribution consists of a $25 million payment made in May 2011 and acommitment for additional donations of $10 million each year for the calendar years 2012 through 2022 inclusive. The pledge was consistent with theCompany’s long-standing practice of providing philanthropic support for deserving institutions in the markets in which it operates. The pledge was madefollowing an extensive analysis which concluded that the gift was made in accordance with all applicable laws. The pledge was considered by the Boards ofDirectors of both the Company and Wynn Macau and approved by 15 of the 16 directors who serve on those boards. The sole dissenting vote was Mr. KazuoOkada whose stated objection was to the length of time over which the donation would occur, not its propriety.Mr. Okada commenced litigation on January 11, 2012, in Nevada seeking to compel the Company to produce information relating to the donation to theUniversity of Macau, among other things.On February 8, 2012, following Mr. Okada’s lawsuit, the Company received a letter from the Salt Lake Regional Office of the U.S. Securities andExchange Commission (“SEC”) requesting that, in connection with an informal inquiry by the SEC, the Company preserve information relating to, but notlimited to, the donation to the University of Macau, any donations by the Company to any other educational charitable institutions, including the Universityof Macau Development Foundation, and the Company’s casino or concession gaming licenses or renewals in Macau. The Company has informed the SaltLake Regional Office that it intends to fully comply with the SEC’s request. 117Table of ContentsSCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS(In Thousands) Description Balance atBeginning ofYear Provisions forDoubtfulAccounts Write-offs,Net ofRecoveries Balance atEnd of Year Allowance for doubtful accounts: 2011 $114,091 33,778 (18,391) $129,478 2010 $102,081 28,304 (16,294) $114,091 2009 $102,819 13,707 (14,445) $102,081 Description Balance atBeginning ofYear Additions Deductions Balance atEnd of Year Deferred income tax asset valuation allowance: 2011 $1,285,916 533,474 (6,908) $1,812,482 2010 $711,719 574,197 — $1,285,916 2009 $642,630 69,089 — $711,719 118Table of Contents(a)3. ExhibitsExhibits that are not filed herewith have been previously filed with the SEC and are incorporated herein by reference. ExhibitNo. Description 3.1 Second Amended and Restated Articles of Incorporation of the Registrant. (1) 3.2 Fourth Amended and Restated Bylaws of the Registrant, as amended. (12) 4.1 Specimen certificate for shares of Common Stock, $0.01 par value per share of the Registrant. (1) 4.2 Indenture, dated as of October 19, 2009, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors set forth therein andU.S. Bank National Association, as trustee. (29) 4.3 Indenture, dated as of April 28, 2010, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors set forth thereinand U.S. Bank National Association, as trustee. (33) 4.4 Indenture, dated as of August 4, 2010, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein andU.S. Bank National Association, as trustee. (35) 4.5 Third Supplemental Indenture, dated August 4, 2010, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors nametherein and U.S. Bank National Association, as trustee. (35)*10.1 Employment Agreement, dated as of October 4, 2002, by and between Wynn Resorts, Limited and Stephen A. Wynn. (1)*10.2 First Amendment to Employment Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts, Limited. (4)*10.3 Second Amendment to employment agreement between Wynn Resorts, Limited and Stephen A. Wynn dated January 31, 2007. (16)*10.4 Third Amendment to Employment Agreement, dated as of September 11, 2008, between Wynn Resorts, Limited and Stephen A. Wynn. (18)*10.5 Fourth Amendment to Employment Agreement dated as of December 31, 2008, between Wynn Resorts, Limited and Stephen A. Wynn. (22)*10.6 Amendment to Employment Agreement, dated as of February 16, 2009, by and between Wynn Resorts, Limited and Stephen A. Wynn. (24)*10.7 Sixth Amendment to Employment Agreement dated as of February 24, 2011, between Wynn Resorts, Limited and Stephen A. Wynn. (39)*10.8 Employment Agreement, dated as of March 4, 2008, by and between Wynn Resorts, Limited and Marc D. Schorr. (10)*10.9 First Amendment to Employment Agreement dated as of December 31, 2008, between Wynn Resorts, Limited and Marc D. Schorr. (22)*10.10 Amendment to Employment Agreement, dated as of February 12, 2009, by and between Wynn Resorts, Limited and Marc D. Schorr. (24)*10.11 Employment Agreement, dated as of October 1, 2005, by and between Wynn Las Vegas, LLC and Matt Maddox. (22)*10.12 First Amendment to Employment Agreement, dated as of May 5, 2008, by and between Wynn Resorts, Limited and Matt Maddox. (21)*10.13 Second Amendment to Employment Agreement dated as of December 31, 2008, between Wynn Resorts, Limited and Matt Maddox. (22) 119Table of ContentsExhibitNo. Description*10.14 Amendment to Employment Agreement, dated as of February 13, 2009, by and between Wynn Resorts, Limited and Matt Maddox. (24)*10.15 Fourth Amendment to Employment Agreement, dated as of March 5, 2009, by and between Wynn Resorts, Limited and Matt Maddox. (25)*10.16 Fifth Amendment to Employment Agreement, dated as of February 2, 2010, by and between Wynn Resorts, Limited and Matt Maddox. (31)*10.17 Employment Agreement, dated as of August 31, 2005, between Wynn Resorts, Limited and John Strzemp. (9)*10.18 First Amendment to Employee Agreement, dated as of March 26, 2008, between Wynn Resorts, Limited and John Strzemp (20)*10.19 Second Amendment to Employment Agreement dated as of December 31, 2008, between Wynn Resorts, Limited and John Strzemp. (22)*10.20 Amendment to Employment Agreement, dated as of February 12, 2009, by and between Wynn Resorts, Limited and John Strzemp. (24)*10.21 Fourth Amendment to Employment Agreement, dated as of March 23, 2009, by and between Wynn Resorts, Limited and John Strzemp. (26)*10.22 Employment agreement, dated May 12, 2010, by and between Worldwide Wynn, LLC and Linda C. Chen. (34)*10.23 Retention agreement, dated July 27, 2011, by and between Worldwide Wynn, LLC and Linda Chen. (40)*10.24 Employment Agreement, dated as of April 24, 2007, by and between Wynn Resorts, Limited and Kim Sinatra. (38)*10.25 First Amendment to Employment Agreement, dated as of December 31, 2008 by and between Wynn Resorts, Limited and Kim Sinatra. (38)*10.26 Amendment to Employment Agreement, dated as of February 12, 2009, by and between Wynn Resorts, Limited and Kim Sinatra. (38)*10.27 Second Amendment to Employment Agreement, dated as of November 30, 2009, by and between Wynn Resorts, Limited and Kim Sinatra.(38)10.28 Tax Indemnification Agreement, effective as of September 24, 2002, by and among Stephen A. Wynn, Aruze USA, Inc., Baron Asset Fun onbehalf of the Baron Asset Fund Series, Baron Asset Fund on behalf of the Baron Growth Fund Series, Kenneth R. Wynn Family Trust datedFebruary 20, 1985, Valvino Lamore, LLC and Wynn Resorts, Limited. (1)*10.29 2002 Stock Incentive Plan as Amended and Restated effective May 12, 2010. (41)*10.30 2002 Stock Incentive Plan as Amended and Restated effective May 17, 2011. (44)*10.31 Form of Stock Option Agreement pursuant to 2002 Stock Incentive Plan. (44)*10.32 Form of Stock Option Grant Notice. (44)*10.33 Form of Restricted Stock Agreement pursuant to 2002 Stock Incentive Plan. (44)*10.34 Form of Indemnity Agreement. (5) 10.35 Amended and Restated Stockholder Agreement, dated January 6, 2010, by and among Stephen A. Wynn, Elaine P. Wynn and Aruze USA,Inc. (30) 10.36 Waiver and Consent, dated November 24, 2010, by and among Aruze USA, Inc., Stephen A. Wynn and Elaine P. Wynn. (36) 120Table of ContentsExhibitNo. Description 10.37 Waiver and Consent, dated December 15, 2010, by and among Aruze USA, Inc., Stephen A. Wynn and Elaine P. Wynn. (37) 10.38 Amended and Restated Shareholders Agreement, dated as of September 16, 2004 by and among Wynn Resorts (Macau), Ltd., Wong Chi Sengand Wynn Resorts (Macau), S.A. (4) 10.39 Concession Contract for the Operation of Games of Chance or Other Games in Casinos in the Macau Special Administrative Region, datedJune 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of Portuguese versionof Concession Agreement). (2) 10.40 Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macao Special Administrative Region, dated June 24,2002, between the Macau Special Administrative Region and Wynn Resorts (Macau) S.A. (English translation of Chinese version ofConcession Agreement). (5) 10.41 Unofficial English translation of Land Concession Contract between the Macau Special Administrative Region and Wynn Resorts (Macau)S.A. (3) 10.42 Material terms of draft land concession contract. (43) 10.43 Agreement, dated as of June 13, 2002, by and between Stephen A. Wynn and Wynn Resorts, Limited. (2) 10.44 Surname Rights Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC. (4) 10.45 Rights of Publicity License, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC. (4) 10.46 Termination Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Valvino Lamore, LLC. (4) 10.47 Trademark Assignment, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC. (4) 10.48 Acknowledgement and Agreement, dated as of September 1, 2004, among Wynn Las Vegas, LLC, Wells Fargo Bank, National Associationand the lenders named therein. (6) 10.49 Common Terms Agreement, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A., certain financial institutions as HotelFacility Lenders, Project Facility Lenders and Revolving Credit Facility Lenders, Deutsche Bank AG, Hong Kong Branch and SocieteGenerale Asia Limited as Global Coordinating Lead Arrangers and Societe Generale Asia Limited as Hotel Facility Agent, Project Facility Agent,Intercreditor Agent and Security Agent. (4) 10.50 Common Terms Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. as the Company,Certain Financial Institutions as Hotel Facility Lenders, Project Facility Lenders, Revolving Credit Facility Lenders and HedgingCounterparties, Bank of America Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch and Societe Generale Asia Limited asGlobal Coordinating Lead Arrangers, Societe Generale Asia Limited as Hotel Facility Agent and Project Facility Agent, Societe Generale AsiaLimited as Intercreditor Agent, and Societe Generale, Hong Kong Branch as Security Agent. (8) 10.51 Second Amendment Agreement to the Common Terms Agreement dated June 27, 2007 among Wynn Resorts (Macau), S.A., certain financialinstitutions as Hotel Facility Lenders, Project Facility Lenders, and Revolving Credit Facility Lenders, Banc of America Securities AsiaLimited, Deutsche Bank A.G. Hong Kong Branch, and Societe Generale Asia Limited as Global Lead Arrangers and Societe Generale AsiaLimited as Hotel Facility Agent and Project Facility Agent and Societe Generale Hong Kong Branch as Intercreditor Agent. (12) 121Table of ContentsExhibitNo. Description 10.52 Common Terms Agreement Third Amendment Agreement dated September 8, 2009 between, among others, Wynn Resorts (Macau) S.A. as thecompany and Société Générale, Hong King Branch as security agent. (38) 10.53 Hotel Facility Agreement, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A., Societe Generale Asia Limited as HotelFacility Agent and the several Hotel Facility Lenders named therein. (4) 10.54 Hotel Facility Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. as Company, SocieteGenerale Asia Limited, as Hotel Facility Agent and Certain Financial Institutions as Hotel Facility Lenders. (8) 10.55 Second Amendment Agreement to the Hotel Facility Agreement dated June 27, 2007 among Wynn Resorts (Macau), S.A., Societe Generale AsiaLimited as Hotel Facility Agent, and certain financial institutions as Hotel Facility Lenders. (12) 10.56 Project Facility Agreement, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A., Societe Generale Asia Limited as ProjectFacility Agent and the several Project Facility Lenders named therein. (4) 10.57 Project Facility Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. as Company,Societe Generale Asia Limited, as Project Facility Agent and Certain Financial Institutions as Project Facility Lenders. (8) 10.58 Second Amendment Agreement to the Project Facility Agreement dated June 27, 2007 among Wynn Resorts (Macau), S.A., Societe GeneraleAsia Limited as Project Facility Agent, and certain financial institutions as Project Facility Lenders. (12) 10.59 Revolving Credit Facility Agreement, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A. and the several Revolving CreditFacility Lenders named therein. (4) 10.60 Revolving Credit Facility Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. asCompany and Certain Financial Institutions as Revolving Credit Facility Lenders. (8) 10.61 Revolving Credit Facility Second Amendment Agreement dated June 27, 2007 among Wynn Resorts (Macau), S.A. and Societe Generale, HongKong Branch as Revolving Credit Facility Agent and certain financial institutions as revolving credit facility lenders. (12) 10.62 Deed of Appointment and Priority, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A., certain financial institutions asOriginal First Ranking Lenders, Banco Nacional Ultramarino, S.A. as Second Ranking Finance Party, Wynn Group Asia, Inc. as ThirdRanking Finance Party, Societe Generale -Hong Kong Branch as Security Agent, Societe Generale Asia Limited as Intercreditor Agent and HotelFacility Agent and Project Facility Agent and others. (4) 10.63 Floating Charge (unofficial English Translation), dated September 14, 2004 between Wynn Resorts (Macau), S.A. and Societe Generale, HongKong Branch as the Security Agent. (4) 10.64 Debenture, dated September 14, 2004 between Wynn Resorts (Macau), S.A. and Societe Generale, Hong Kong Branch as the Security Agent.(4) 10.65 Wynn Resorts Support Agreement, dated September 14, 2004 between Wynn Resorts, Limited, Wynn Resorts (Macau), S.A. and SocieteGenerale, Hong Kong Branch as the Security Agent. (4) 10.66 Wynn Pledgors’ Guarantee, dated September 14, 2004 between Wynn Group Asia, Inc., Wynn Resorts International, Ltd., Wynn Resorts(Macau) Holdings, Ltd. and Wynn Resorts (Macau), Ltd. as Guarantors; and Societe Generale, Hong Kong Branch as the Security Agent. (4) 122Table of ContentsExhibitNo. Description 10.67 Sponsors’ Subordination Deed, dated September 14, 2004 between Wynn Resorts (Macau), S.A., Wynn Group Asia, Inc., Wynn ResortsInternational, Ltd., Wynn Resorts (Macau) Holdings, Ltd. and Wynn Resorts (Macau), Ltd. as the Wynn Companies and Societe Generale,Hong Kong Branch as the Security Agent. (4) 10.68 Bank Guarantee Reimbursement Agreement, dated September 14, 2004, between Wynn Resorts (Macau), S.A. and Banco NacionalUltramarino. (4) 10.69 Wynn Resorts Support Agreement Deed of Amendment, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. and SocieteGenerale, Hong Kong Branch as Security Agent. (8) 10.70 Deed of Appointment and Priority Deed of Amendment, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. as Company,Certain Financial Institutions as Original First Ranking Lenders, Certain Financial Institutions as Original Hedging Counterparties, BancoNacional Ultramarino, S.A. as Second Ranking Finance Party, Wynn Group Asia, Inc. as Third Ranking Finance Party, Societe GeneraleAsia Limited as Security Agent, Societe Generale Asia Limited as Intercreditor Agent , Societe Generale Asia Limited as Hotel Facility Agentand Project Facility Agent, and Others. (8) 10.71 Amended and Restated Master Disbursement Agreement, dated as of October 25, 2007, by and among Wynn Las Vegas, LLC, DeutscheBank Trust Company Americas, as the initial Bank Agent, and Deutsche Bank Trust Company America, as the initial Disbursement Agent.(15) 10.72 First Amendment to Amended and Restated Master Disbursement Agreement, dated as of October 31, 2007, by and among Wynn Las Vegas,LLC, Deutsche Bank Trust Company Americas, as the initial Bank Agent, and Deutsche Bank Trust Company America, as the initialDisbursement Agent. (13) 10.73 Second Amendment to Amended and Restated Master Disbursement Agreement, dated as of November 6, 2007, by and among Wynn LasVegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as theDisbursement Agent. (14) 10.74 Third Amendment to Amended and Restated Master Disbursement Agreement, dated October 19, 2009, by and among Wynn Las Vegas,LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as the DisbursementAgent. (29) 10.75 Fourth Amendment to Amended and Restated Master Disbursement Agreement, dated April 28, 2010, by and among Wynn Las Vegas, LLC,Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as the Disbursement Agent.(33) 10.76 Management Fees Subordination Agreement, dated as of December 14, 2004, by Wynn Resorts, Limited, Wynn Las Vegas, LLC, Wynn LasVegas Capital Corp., and those subsidiaries of Wynn Las Vegas, LLC listed on Exhibit A hereto in favor of Deutsche Bank Trust CompanyAmericas, as administrative agent, and U.S. Bank National Association, as trustee. (7) 10.77 Management Agreement, made as of December 14, 2004, by and among Wynn Las Vegas, LLC, Wynn Show Performers, LLC, Wynn LasVegas Capital Corp., Wynn Golf, LLC, World Travel, LLC, Las Vegas Jet, LLC, Wynn Sunrise, LLC, and Wynn Resorts, Limited. (7) 10.78 Intellectual Property License Agreement dated as of December 14, 2004, by and among Wynn Resorts Holdings, Wynn Resorts, Limited andWynn Las Vegas, LLC. (7) 10.79 Agreement of Lease, dated as of March 17, 2010, by and between Wynn Las Vegas, LLC and Elaine P. Wynn. (32) 10.80 Amended and Restated Agreement of Lease made as of March 18, 2010, by and between Wynn Las Vegas an Stephen A. Wynn. (32) 123Table of ContentsExhibitNo. Description 10.81 Fifth Amended and Restated Art Rental and Licensing Agreement, dated as of July 1, 2007, between Stephen A. Wynn, as lessor, WynnGallery, LLC, as lessee. (42) 10.82 Aircraft Time Sharing Agreement dated as of November 25, 2002, by and between Las Vegas Jet, LLC and Stephen A. Wynn. (38) 10.83 Amendment No. 1 to Aircraft Time Sharing Agreement, entered into as of January 1, 2004, by and between Las Vegas Jet, LLC and StephenA. Wynn. (38) 10.84 Amendment No. 2 to Aircraft Time Sharing Agreement, entered into as of October 31, 2009, by and between Las Vegas Jet, LLC and StephenA. Wynn. (38) 10.85 Aircraft Time Sharing Agreement dated as of November 26, 2002, by and between Las Vegas Jet, LLC and Marc Schorr. (38) 10.86 Amendment No. 1 to Aircraft Time Sharing Agreement, entered into as of January 1, 2004, by and between Las Vegas Jet, LLC and MarcSchorr. (38) 10.87 Amendment No. 2 to Aircraft Time Sharing Agreement, entered into as of October 31, 2009, by and between Las Vegas Jet, LLC and MarcSchorr. (38) 10.88 Amended and Restated Credit Agreement, dated as of August 15, 2006 among Wynn Las Vegas, LLC, as the Borrower, several lenders andagents, and Deutsche Bank Trust Company Americas, as Administrative Agent. (11) 10.89 First Amendment to Amended and Restated Credit Agreement dated April 9, 2007 among Wynn Las Vegas, LLC, Wynn Las Vegas CapitalCorp., Wynn Show Performers, LLC, Wynn Golf, LLC, Wynn Sunrise, LLC, World Travel, LLC, Kevyn, LLC, Las Vegas Jet, LLC, andDeutsche Bank Trust Company Americas, as Administrative Agent on behalf of the several banks and other financial institutions or entitiesfrom time to time party to Wynn Las Vegas LLC’s Amended and Restated Credit Agreement, dated as of August 15, 2006. (12) 10.90 Second Amendment to Amended and Restated Credit Agreement dated October 31, 2007 among Wynn Las Vegas, LLC, Wynn Las VegasCapital Corp., Wynn Show Performers, LLC, Wynn Golf, LLC, Wynn Sunrise, LLC, World Travel, LLC, Kevyn, LLC, Las Vegas Jet,LLC, Wynn Resorts Holdings, LLC, Wynn Completion Guarantors, LLC and Deutsche Bank Trust Company Americas, as AdministrativeAgent on behalf of the several banks and other financial institutions or entities from time to time party to Wynn Las Vegas LLC’s Amendedand Restated Credit Agreement, dated as of August 15, 2006. (13) 10.91 Third Amendment to Amended and Restated Credit Agreement dated as of September 17, 2008 among Wynn Las Vegas, LLC, Wynn LasVegas Capital Corp., Wynn Show Performers, LLC, Wynn Golf, LLC, Wynn Sunrise, LLC, World Travel, LLC, Kevyn, LLC, Las VegasJet, LLC, Wynn Resorts Holdings, LLC, Wynn Completion Guarantor, LLC and Deutsche Bank Trust Company Americas, asAdministrative Agent on behalf of the several banks and other financial institutions or entities from time to time party to Wynn Las Vegas,LLC’s Amended and Restated Credit Agreement, dated as of August 15, 2006. (19) 10.92 Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 17, 2009, among Wynn Las Vegas, LLC and Wynn LasVegas Capital Corp., Wynn Show Performers, LLC, Wynn Golf, LLC, Wynn Sunrise, LLC, World Travel, LLC, Kevyn, LLC, Las VegasJet, LLC, Wynn Resorts Holdings, LLC, Wynn Completion Guarantors, LLC and Deutsche Bank Trust Company Americas, asAdministrative Agent on behalf of the several banks and other financial institutions or entities from time to time party to Wynn Las VegasLLC’s Amended and Restated Credit Agreement, dated as of August 15, 2006. (27) 124Table of ContentsExhibitNo. Description 10.93 Fifth Amendment to Amended and Restated Credit Agreement, dated as of September 10, 2009, among Wynn Las Vegas, LLC and Wynn LasVegas Capital Corp., Wynn Show Performers, LLC, Wynn Golf, LLC, Wynn Sunrise, LLC, World Travel, LLC, Kevyn, LLC, Las VegasJet, LLC, Wynn Resorts Holdings, LLC, Wynn Completion Guarantors, LLC and Deutsche Bank Trust Company Americas, asAdministrative Agent on behalf of the several banks and other financial institutions or entities from time to time party to Wynn Las VegasLLC’s Amended and Restated Credit Agreement, dated as of August 15, 2006. (28) 10.94 Sixth Amendment to Amended and Restated Credit Agreement dated as of April 28, 2010 among Wynn Las Vegas, LLC, Wynn Las VegasCapital Corp., Wynn Show Performers, LLC, Wynn Golf, LLC, Wynn Sunrise, LLC, World Travel, LLC, Kevyn, LLC, Las Vegas Jet,LLC, Wynn Resorts Holdings, LLC, Wynn Completion Guarantor, LLC and Deutsche Bank Trust Company Americas, as AdministrativeAgent. (33) 10.95 Seventh Amendment to Amended and Restated Credit Agreement dated as of August 4, 2010 among Wynn Las Vegas, LLC, Wynn Las VegasCapital Corp., Wynn Show Performers, LLC, Wynn Golf, LLC, Wynn Sunrise, LLC, World Travel, LLC, Kevyn, LLC, Las Vegas Jet,LLC, Wynn Resorts Holdings, LLC, Wynn Completion Guarantor, LLC and Deutsche Bank Trust Company Americas, as AdministrativeAgent on behalf of the several banks and other financial institutions or entities from time to time party to Wynn Las Vegas, LLC’s Amendedand Restated Credit Agreement, dated as of August 15, 2006. (35) 10.96 Credit Agreement dated June 21, 2007 among Wynn Resorts, Limited and Deutsche Bank Securities, Inc and Bank of America SecuritiesLLC. (12) 10.97 First Amendment to Credit Agreement, dated as of August 1, 2008, among Wynn Resorts, Limited and Deutsche Bank Trust CompanyAmericas, as Administrative Agent on behalf of the several banks and other financial institutions or entities from time to time party to theCredit Agreement. (17) 10.98 Second Amendment to Credit Agreement, dated as of November 13, 2008, among Wynn Resorts, Limited and Deutsche Bank TrustCompany Americas, as Administrative Agent on behalf of the several banks and other financial institutions or entities from time to time partyto the Credit Agreement. (23) 21.1 Subsidiaries of the Registrant. (44) 23.1 Consent of Ernst & Young LLP. (44) 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (44) 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (44) 32.1 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350. (44)**101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with theSEC on February 29, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income for theyears ended December 31, 2011, 2010 and 2009, (ii) the Consolidated Balance Sheets at December 31, 2011 and December 31 2010, (iii) theConsolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009, (iv) the Consolidated Statements ofStockholders’ Equity at December 31, 2011, 2010 and 2000, and (v) Notes to Consolidated Financial Statements.** *Denotes management contract or compensatory plan or arrangement.**Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be notfiled for purposes of Section 18 of the Exchange Act, or 125Table of Contents otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under theSecurities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.(1)Incorporated by reference from Amendment No. 4 to the Form S-1 filed by the Registrant on October 7, 2002 (File No. 333-90600).(2)Incorporated by reference from Amendment No. 1 to the Form S-1 filed by the Registrant on August 20, 2002 (File No. 333-90600).(3)Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 3, 2004.(4)Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.(5)Incorporated by reference from Amendment No. 3 to the Form S-1 filed by the Registrant on September 18, 2002 (File No. 333-90600).(6)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on September 8, 2004.(7)Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 15, 2005.(8)Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 8, 2005.(9)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on September 1, 2005.(10)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 4, 2008.(11)Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2006.(12)Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 9, 2007.(13)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 1, 2007.(14)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 13, 2007.(15)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on October 31, 2007.(16)Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2007.(17)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on August 5, 2008.(18)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on September 15, 2008.(19)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on September 19, 2008.(20)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 28, 2008.(21)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on May 7, 2008.(22)Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2009.(23)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 13, 2008.(24)Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 11, 2009.(25)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 9, 2009.(26)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 23, 2009.(27)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on April 21, 2009.(28)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on September 14, 2009.(29)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on October 20, 2009.(30)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on January 6, 2010.(31)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on February 5, 2010. 126Table of Contents(32)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 19, 2010.(33)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on April 28, 2010.(34)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on May 18, 2010.(35)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on August 5, 2010.(36)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 26, 2010.(37)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on December 15, 2010.(38)Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.(39)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on February 28, 2011.(40)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on August 18, 2011.(41)Incorporated by reference from the Form S-8 Registration Statement filed by the Registrant on July 27, 2010.(42)Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2011.(43)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on September 12, 2011.(44)Filed herein. 127Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. WYNN RESORTS, LIMITEDDated: February 29, 2012 By /S/ STEPHEN A. WYNN Stephen A. Wynn Chairman of the Board and Chief Executive Officer(Principal Executive Officer)Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theRegistrant and in the capacities and on the dates indicated. Signature Title Date/s/ STEPHEN A. WYNN Stephen A. Wynn Chairman of the Board andChief Executive Officer (Principal ExecutiveOfficer) February 29, 2012/s/ LINDA CHEN Linda Chen President, Wynn International Marketing andDirector February 29, 2012/s/ RUSSELL GOLDSMITH Russell Goldsmith Director February 29, 2012/s/ RAY R. IRANI Dr. Ray R. Irani Director February 29, 2012/s/ ROBERT J. MILLER Robert J. Miller Director February 29, 2012/s/ JOHN A. MORAN John A. Moran Director February 29, 2012 Kazuo Okada Director /s/ MARC SCHORR Marc Schorr Chief Operating Officer and Director February 29, 2012/s/ ALVIN SHOEMAKER Alvin V. Shoemaker Director February 29, 2012/s/ D. BOONE WAYSON D. Boone Wayson Director February 29, 2012/s/ ELAINE P. WYNN Elaine P. Wynn Director February 29, 2012/s/ ALLAN ZEMAN Allan Zeman Director February 29, 2012/s/ MATT MADDOX Matt Maddox Chief Financial Officer and Treasurer (PrincipalFinancial and Accounting Officer) February 29, 2012 128Exhibit 10.30AMENDED AND RESTATEDWYNN RESORTS, LIMITED2002 STOCK INCENTIVE PLANEffective as of May 17, 20111. Purposes of the Plan. The purposes of this Plan are:(a) to attract and retain the best available personnel for positions of substantial responsibility,(b) to provide additional incentive to selected key Employees, Consultants and Directors, and(c) to promote the success of the Company’s business.2. Definitions. For the purposes of this Plan, the following terms will have the following meanings:(a) “Administrator” means the Board or any of its Committees that administer the Plan, in accordance with Section 4.(b) “Applicable Laws” means the legal requirements relating to the administration of and issuance of securities under stock incentive plans, including,without limitation, the requirements of state corporations law, federal and state securities law, federal and state tax law, and the requirements of any stockexchange or quotation system upon which the Shares may then be listed or quoted. For all purposes of this Plan, references to statutes and regulations shall bedeemed to include any successor statutes and regulations, to the extent reasonably appropriate as determined by the Administrator.(c) “Board” means the Board of Directors of the Company.(d) “Cause” shall have the meaning set forth in a Grantee’s employment or consulting agreement with the Company (if any), or if not defined therein, shallmean (i) acts or omissions by the Grantee which constitute intentional material misconduct or a knowing violation of a material policy of the Company or anyof its subsidiaries, (ii) the Grantee personally receiving a benefit in money, property or services from the Company or any of its subsidiaries or from anotherperson dealing with the Company or any of its subsidiaries, in material violation of applicable law or Company policy, (iii) an act of fraud, conversion,misappropriation, or embezzlement by the Grantee or his conviction of, or entering a guilty plea or plea of no contest with respect to, a felony, or the equivalentthereof (other than DUI), or (iv) any material misuse or improper disclosure of confidential or proprietary information of the Company.(e) “Change of Control” means the occurrence of any one of the following events:(i) the direct or indirect acquisition by an unrelated “Person” or “Group” of “Beneficial Ownership” (as such terms are defined below) of more than fiftypercent (50%) of the voting power of the Company’s issued and outstanding voting securities in a single transaction or a series of related transactions;(ii) the direct or indirect sale or transfer by the Company of substantially all of its assets to one or more unrelated Persons or Groups in a single transaction ora series of related transactions;(iii) the consummation of the merger, consolidation or reorganization of the Company with or into another corporation or other entity in which the BeneficialOwners of more than fifty percent(50%) of the voting power of the Company’s issued and outstanding voting securities immediately before such merger or consolidation do not own more thanfifty percent (50%) of the voting power of the issued and outstanding voting securities of the surviving corporation or other entity immediately after suchmerger, consolidation or reorganization; or(iv) more than fifty percent (50%) of the members of the Company’s Board are individuals who were neither members of the Board immediately following theclosing of the Company’s initial public offering nor individuals whose election (or nomination for election) to the Board was approved by a vote of at least fiftypercent (50%) of the members of the Board immediately before such election or nomination (“Approved Directors”).For purposes of determining whether a Change of Control has occurred, the following Persons and Groups shall not be deemed to be “unrelated”: (i) Stephen A.Wynn, the spouse, siblings, children, grandchildren or great grandchildren of Stephen A. Wynn, any trust primarily for the benefit of the foregoing persons,or any affiliate of any of the foregoing persons, (B) any Person or Group directly or indirectly having Beneficial Ownership of more than fifty percent(50%) of the issued and outstanding voting power of Company’s voting securities immediately before the transaction in question, (C) any Person or Group ofwhich the Company has Beneficial Ownership of more than fifty percent (50%) of the voting power of the issued and outstanding voting securitiesimmediately before the transaction in question, and (D) any Person or Group of which more than fifty percent (50%) of the voting power of the issued andoutstanding voting securities are owned, directly or indirectly, by Beneficial Owners of more than fifty percent (50%) of the issued and outstanding votingpower of the Company’s voting securities immediately before the transaction in question. The terms “Person,” “Group,” “Beneficial Owner,” and “BeneficialOwnership” shall have the meanings used in the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”).Notwithstanding the foregoing, an individual shall not be deemed to be an Approved Director if such individual became a member of the Board as a result ofeither an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation ofproxies by or on behalf of anyone other than the Board (a “Proxy Contest”), or as a result of an agreement to avoid or settle an Election Contest or ProxyContest.(f) “Code” means the Internal Revenue Code of 1986, as amended. For all purposes of this Plan, references to Code sections shall be deemed to include anysuccessor Code sections, to the extent reasonably appropriate as determined by the Administrator.(g) “Committee” means a Committee appointed by the Board in accordance with Section 4.(h) “Common Stock” means the common stock, $0.01 par value per share, of the Company.(i) “Company” means Wynn Resorts, Limited, a Nevada corporation.(j) “Consultant” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render bona fide services and who iscompensated for such services, provided that the term “Consultant” does not include (i) Employees, (ii) Directors who are paid only a director’s fee by theCompany or who are not compensated by the Company for their services as Directors or (iii) any person who provides services in connection with the offer orsale of securities in a capital-raising transaction, or who directly or indirectly promotes or maintains a market for the securities of the Company.(k) “Continuous Status as an Employee, Director or Consultant” means that the employment, director or consulting relationship is not interrupted orterminated by the Company, 2any Parent or Subsidiary, or by the Employee, Director or Consultant. Continuous Status as an Employee, Director or Consultant will not be consideredinterrupted in the case of: (i) any leave of absence approved by the Board or required by Applicable Law, including sick leave, military leave, or any otherpersonal leave, provided, that for purposes of Incentive Stock Options, any such leave may not exceed 90 days, unless reemployment upon the expiration ofsuch leave is guaranteed by contract (including certain Company policies) or statute; (ii) transfers between locations of the Company or between the Company,its Parent, its Subsidiaries or its successor, or (iii) in the case of a Nonqualified Stock Option or Stock Award, the ceasing of a person to be an Employeewhile such person remains a Director or Consultant, the ceasing of a person to be a Director while such person remains an Employee or Consultant, or theceasing of a person to be a Consultant while such person remains an Employee or Director.(l) “Director” means a member of the Board.(m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.(n) “Employee” means any person, including Officers and Directors employed as a common law employee by the Company or any Parent or Subsidiary ofthe Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient, in and of itself, to constitute “employment” bythe Company.(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.(p) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation, the National Market System ofNASDAQ, the Fair Market Value of a Share of Common Stock will be (A) the closing sales price for such stock (or the closing bid, if no sales are reported)as quoted on that system or exchange (or the system or exchange with the greatest volume of trading in Common Stock) on the last market trading day prior tothe day of determination, or (B) any sales price for such stock (or the closing bid, if no sales are reported) as quoted on that system or exchange (or the systemor exchange with the greatest volume of trading in Common Stock) on the day of determination, as the Administrator may select, as reported in the Wall StreetJournal or any other source the Administrator considers reliable.(ii) If the Common Stock is quoted on the NASDAQ System (but not on the NASDAQ National Market System) or is regularly quoted by recognizedsecurities dealers but selling prices are not reported, the Fair Market Value of a Share of Common Stock will be the mean between the high bid and low askedprices for the Common Stock on (A) the last market trading day prior to the day of determination, or (B) the day of determination, as the Administrator mayselect, as reported in the Wall Street Journal or any other source the Administrator considers reliable.(iii) If the Common Stock is not traded as set forth above, the Fair Market Value will be determined in good faith by the Administrator with reference to theearnings history, book value and prospects of the Company in light of market conditions generally, and any other factors the Administrator considersappropriate, such determination by the Administrator to be final, conclusive and binding.(q) “Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person 3sharing the Grantee’s household (other than a tenant or employee), a trust in which these persons (or the Grantee) control the management of assets, and anyother entity in which these persons (or the Grantee) own more than fifty percent of the voting interests.(r) “Grant Notice” shall mean a written notice evidencing certain terms and conditions of an individual Option grant. The Grant Notice is part of the OptionAgreement.(s) “Grantee” shall mean (i) any Optionee or (ii) any Employee, Consultant or Director to whom a Stock Award has been granted pursuant to this Plan.(t) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and theregulations promulgated thereunder.(u) “NASDAQ” means the National Association of Securities Dealers, Ltd. Automated Quotation System.(v) “Nonqualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.(w) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulationspromulgated thereunder.(x) “Option” means a stock option granted under this Plan and, unless the context otherwise requires, any term or provision of this Plan applicable to anOption shall also apply to any Stock Appreciation Right granted under the Plan.(y) “Option Agreement” means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Optiongrant. Each Option Agreement is subject to the terms and conditions of this Plan.(z) “Option Exchange Program” means a program in which outstanding Options (including, for the avoidance of doubt, any Stock Appreciation Rights)with an exercise price above the then Fair Market Value of a Share are surrendered in exchange for Options or Stock Appreciation Rights with a lower exerciseprice, other equity awards or cash, provided that an adjustment pursuant to Section 15 of this Plan shall not be deemed an Option Exchange Program.(aa) “Optioned Stock” means the Common Stock subject to an Option.(bb) “Optionee” means an Employee, Consultant or Director who holds an outstanding Option.(cc) “Parent” means a “parent corporation” with respect to the Company, whether now or later existing, as defined in Section 424(e) of the Code.(dd) “Plan” means this 2002 Stock Incentive Plan.(ee) “Section” means, except as otherwise specified, a section of this Plan.(ff) “Share” means a share of the Common Stock, as adjusted in accordance with Section 15.(gg) “Stock Award” means an award or issuance of Shares or Stock Units made under Section 13 of the Plan, the grant, issuance, retention, vesting and/ortransferability of which is subject during specified periods of time to such conditions (including without limitation continued employment or performanceconditions) and terms as are determined by the Administrator and expressed in the agreement or other documents evidencing the Award (the “Stock AwardAgreement”). 4(hh) “Stock Unit” means a bookkeeping entry representing an amount equivalent to the Fair Market Value of one Share, payable in cash, property or Shares.Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Administrator.(ii) “Stock Appreciation Right” means a right that entitles the Grantee to receive, in cash or Shares (as determined by the Administrator), value equal to orotherwise based on the excess of (i) the Fair Market Value of a specified number of Shares at the time of exercise over (ii) the aggregate exercise price of theright, as established by the Administrator on the date of grant. Stock Appreciation Rights may be granted to Grantees either alone (freestanding) or in additionto or in tandem with other Options or Stock Awards granted under the Plan and may, but need not, relate to a specific Option granted under the Plan. AnyStock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise orexpiration of such Option. All Stock Appreciation Rights under the Plan shall be granted subject to the same terms and conditions applicable to Options as setforth in Sections 7 and 9 through 12 of the Plan; provided, however, that Stock Appreciation Rights granted in tandem with a previously granted Option shallhave the terms and conditions of such Option. Subject to the provisions of Sections 7 and 9 through 12 of the Plan, the Administrator may impose such otherconditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Shares or cash asdetermined by the Administrator.(jj) “Subsidiary” means (i) a “subsidiary corporation” with respect to the Company, whether now or later existing, as defined in Section 424(f) of the Code,or (ii) a limited liability company, whether now or later existing, which would be a “subsidiary corporation” with respect to the Company under Section 424(f)of the Code if it were a corporation.3. Stock Subject to the Plan. Subject to the provisions of Section 15 of the Plan, the maximum aggregate number of Shares which may be issued under thePlan will be 12,750,000 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock.If an Option expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, or if a StockAward shall be cancelled or surrendered or expire for any reason without having been received in full, the Shares that were not purchased or received or thatwere cancelled will become available for future grant or sale under the Plan (unless the Plan has terminated). If the Company repurchases Shares which wereissued pursuant to the exercise of an Option or grant of a Stock Award, however, those repurchased Shares will not be available for future grant under thePlan.4. Administration of the Plan.(a) Procedure.(i) Composition of the Administrator. Unless the Board expressly resolves to the contrary, the Plan will be administered only by a Committee, which willthen consist solely of persons appointed by the Board, each of whom are both “non-employee directors” within the meaning of Rule 16b-3 promulgated underthe Exchange Act and “outside directors” within the meaning of Section 162(m) of the Code; provided, however, the failure of the Committee to be composedsolely of individuals who are both “non-employee directors” and “outside directors” shall not render ineffective or void any awards or grants made by, or otheractions taken by, such Committee.(ii) Multiple Administrative Bodies. The Plan may be administered by different bodies with respect to Directors, Officers who are not Directors, andEmployees and Consultants who are neither Directors nor Officers. 5(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board tothat Committee, the Administrator will have the authority, in its discretion:(i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(o);(ii) to select the Employees, Consultants or Directors to whom Options or Stock Awards may be granted(iii) to determine whether and to what extent Options or Stock Awards are granted, and whether Options are intended as Incentive Stock Options orNonqualified Stock Options;(iv) to determine the number of Shares to be covered by each Option or Stock Award granted;(v) to approve forms of Grant Notices, Option Agreements and agreements governing Stock Awards;(vi) to determine the terms and conditions, not inconsistent with the terms of this Plan, of any grant of Options or Stock Awards, including, but not limited to,(A) the Options’ exercise price, (B) the time or times when Options may be exercised or Stock Awards will be vested, which may be based on performancecriteria or other reasonable conditions such as Continuous Status as an Employee, Director or Consultant, (C) any vesting acceleration or waiver of forfeiturerestrictions, and any restriction or limitation regarding any Option, Optioned Stock or Stock Award, based in each case on factors that the Administratordetermines in its sole discretion, including but not limited to a requirement subjecting the Optioned Stock or Shares to (1) certain restrictions on transfer(including without limitation a prohibition on transfer for a specified period of time and/or a right of first refusal in favor of the Company), and (2) a right ofrepurchase in favor of the Company upon termination of the Grantee’s Continuous Status as an Employee, Director or Consultant;(vii) to accelerate the vesting or exercisability of an Option or Stock Award;(viii) to determine the terms and restrictions applicable to Options or Stock Awards;(ix) to modify or amend each Option or Stock Award, subject to Section 17(c);(x) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Option previously granted by theAdministrator;(xi) to institute an Option Exchange Program, but only if such Option Exchange Program has been pre-approved by the Company’s stockholders;(xii) to construe and interpret the terms of this Plan;(xiii) to prescribe, amend, and rescind rules and regulations relating to the administration of this Plan; and(xiv) to make all other determinations it considers necessary or advisable for administering this Plan.(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all holders of Optionsor Stock Awards. The Administrator shall not be required to exercise its authority or discretion on a uniform or nondiscriminatory basis.5. Eligibility. Options granted under this Plan may be Incentive Stock Options or Nonqualified Stock Options, as determined by the Administrator at the timeof grant. Nonqualified Stock Options and Stock Awards may be granted to Employees, Consultants and Directors. Incentive 6Stock Options may be granted only to Employees; provided, however, that Incentive Stock Options shall not be granted to Employees of a Subsidiary that isa limited liability company unless such limited liability company is wholly-owned by the Company or by a Subsidiary that is a corporation. If otherwiseeligible, an Employee, Consultant or Director who has been granted an Option or a Stock Award may be granted additional Options or Stock Awards.6. Limitations on Grants of Incentive Stock Options. Each Option will be designated in the Grant Notice as either an Incentive Stock Option or aNonqualified Stock Option. However, notwithstanding such designations, if the Shares subject to an Optionee’s Incentive Stock Options (granted under allplans of the Company or any Parent or Subsidiary), which become exercisable for the first time during any calendar year, have a Fair Market Value in excessof $100,000, the Options accounting for this excess will be treated as Nonqualified Stock Options. For purposes of this Section 6, Incentive Stock Optionswill be taken into account in the order in which they were granted, and the Fair Market Value of the Shares will be determined as of the time of grant.7. Limit on Annual Grants to Individuals. From and after such time as the Company is required to be registered pursuant to Section 12 of the Exchange Act,no Optionee may receive grants, during any fiscal year of the Company or portion thereof, of Options which, in the aggregate, cover more than 1,500,000Shares, subject to adjustment as provided in Section 15. If an Option expires or terminates for any reason without having been exercised in full, theunpurchased shares subject to that expired or terminated Option will continue to count against the maximum numbers of shares for which Options may begranted to an Optionee during any fiscal year of the Company or portion thereof.8. Term of the Plan. Subject to Section 21, this Plan will become effective upon the earlier to occur of its adoption by the Board or its approval by theshareholders of the Company as described in Section 21. It will continue in effect for a term of twenty years unless terminated earlier under Section 17. Unlessotherwise provided in this Plan, its termination will not affect the validity of any Option or Stock Award outstanding at the date of termination, which shallcontinue to be governed by the terms of this Plan as though it remained in effect.9. Term of Option. The term of each Option will be stated in the Option Agreement; provided, however, that in no event may the term be more than ten yearsfrom the date of grant. In addition, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted,owns stock representing more than ten percent of the voting power of all classes of capital stock of the Company or any Parent or Subsidiary, the term of theIncentive Stock Option will be five years from the date of grant or any shorter term specified in the Option Agreement.10. Option Exercise Price and Consideration.(a) Exercise Price of Incentive Stock Options. The exercise price for Shares to be issued pursuant to exercise of an Incentive Stock Option will be determinedby the Administrator provided that the per Share exercise price will be no less than 100% of the Fair Market Value per Share on the date of grant; provided,further that in the case of an Incentive Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representingmore than ten percent of the voting power of all classes of capital stock of the Company or any Parent or Subsidiary, the per Share exercise price will be noless than 110% of the Fair Market Value per Share on the date of grant.(b) Exercise Price of Nonqualified Stock Options. In the case of a Nonqualified Stock Option, the exercise price for Shares to be issued pursuant to theexercise of any such Option will be determined by the Administrator. 7(c) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised andwill determine any conditions which must be satisfied before the Option may be exercised. Exercise of an Option may be conditioned upon performance criteriaor other reasonable conditions such as Continuous Status as an Employee, Director or Consultant.(d) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment.Such consideration may consist partially or entirely of:(i) cash;(ii) to the extent permitted by Applicable Law, a promissory note made by the Optionee in favor of the Company;(iii) Shares issuable under the Option or owned by the Grantee that are retained or delivered (either actually or by attestation) which have a Fair Market Valueon the date of surrender equal to the aggregate exercise price of the Shares as to which an Option will be exercised;(iv) delivery of a properly executed exercise notice together with any other documentation as the Administrator and the Optionee’s broker, if applicable, requireto effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price; or(v) any other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.(e) No Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described in Section 15), theCompany may not, without the approval of shareholders, “reprice” any Options or Stock Appreciation Rights. For purposes of this Plan, the term “reprice”means reducing the exercise price of outstanding Options or Stock Appreciation Rights or canceling outstanding Options or Stock Appreciation Rights with apurchase price in excess of Fair Market Value in exchange for cash or new Options or Stock Appreciation Rights with a lower exercise price or other StockAwards.11. Exercise of Option.(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at times andunder conditions determined by the Administrator and set forth in the Option Agreement; provided, however, that an Option may not be exercised for afraction of a Share.An Option will be deemed exercised when the Company receives: (i) written notice of exercise (in accordance with the Option Agreement) from the personentitled to exercise the Option, (ii) full payment for the Shares with respect to which the Option is exercised, and (iii) all representations, indemnifications anddocuments reasonably requested by the Administrator. Full payment may consist of any consideration and method of payment authorized by theAdministrator and permitted by the Option Agreement and this Plan. Shares issued upon exercise of an Option will be issued in the name of the Optionee or, ifrequested by the Optionee, in the name of the Optionee and his or her spouse. Until the stock certificate evidencing such Shares is issued (as evidenced by theappropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rightsas a shareholder will exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. Subject to the provisions of Sections 14, 18, and 19,the Company will issue (or cause to be issued) such stock certificate promptly after the Option is 8exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except asprovided in Section 15 of the Plan. Notwithstanding the foregoing, the Administrator in its discretion may require the Company to retain possession of anycertificate evidencing Shares of Common Stock acquired upon exercise of an Option, if those Shares remain subject to repurchase under the provisions of theOption Agreement or any other agreement between the Company and the Optionee, or if those Shares are collateral for a loan or obligation due to the Company.Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of this Plan and for sale under the Option, bythe number of Shares as to which the Option is exercised.(b) Termination of Employment or Consulting Relationship or Directorship. If an Optionee holds exercisable Options on the date his or her ContinuousStatus as an Employee, Director or Consultant terminates (other than because of termination due to Cause, death or Disability), the Optionee may exercise theOptions that were vested and exercisable as of the date of termination for a period of 90 days following such termination (or such other period as is set forth inthe Option Agreement or determined by the Administrator). If the Optionee is not entitled to exercise his or her entire Option at the date of such termination, theShares covered by the unexercisable portion of the Option will revert to the Plan, unless otherwise set forth in the Option Agreement or determined by theAdministrator. The Administrator may determine in its sole discretion that such unexercisable portion of the Option will become exercisable at such times andon such terms as the Administrator may determine in its sole discretion. If the Optionee does not exercise an Option within the time specified above aftertermination, that Option will expire, and the Shares covered by it will revert to the Plan, unless otherwise set forth in the Option Agreement or determined bythe Administrator.(c) Disability of Optionee. If an Optionee holds exercisable Options on the date his or her Continuous Status as an Employee, Director or Consultantterminates because of Disability, the Optionee may exercise the Options that were vested and exercisable as of the date of termination for a period of 12 monthsfollowing such termination (or such other period as is set forth in the Option Agreement or determined by the Administrator). If the Optionee is not entitled toexercise his or her entire Option at the date of such termination, the Shares covered by the unexercisable portion of the Option will revert to the Plan, unlessotherwise set forth in the Option Agreement or determined by the Administrator. The Administrator may determine in its sole discretion that such unexercisableportion of the Option will become exercisable at such times and on such terms as the Administrator may determine in its sole discretion. If the Optionee doesnot exercise an Option within the time specified above after termination, that Option will expire, and the Shares covered by it will revert to the Plan, unlessotherwise set forth in the Option Agreement or determined by the Administrator.(d) Death of Optionee. If an Optionee holds exercisable Options on the date his or her death, the Optionee’s estate or a person who acquired the right to exercisethe Option by bequest or inheritance may exercise the Options that were vested and exercisable as of the date of death for a period of 12 months following thedate of death (or such other period as is set forth in the Option Agreement or determined by the Administrator). If the Optionee is not entitled to exercise his orher entire Option at the date of death, the Shares covered by the unexercisable portion of the Option will revert to the Plan, unless otherwise set forth in theOption Agreement or determined by the Administrator. The Administrator may determine in its sole discretion that such unexercisable portion of the Option willbecome exercisable at such times and on such terms as the Administrator may determine in its sole discretion. If the Optionee’s estate or a person who acquiredthe right to exercise the Option by bequest or inheritance does not 9exercise an Option within the time specified above after termination, that Option will expire, and the Shares covered by it will revert to the Plan, unlessotherwise set forth in the Option Agreement or determined by the Administrator.(e) Termination for Cause. If an Optionee’s Continuous Status as an Employee, Director or Consultant is terminated for Cause, then all Options (includingany vested Options) held by Optionee shall immediately be terminated and cancelled.(f) Disqualifying Dispositions of Incentive Stock Options. If Common Stock acquired upon exercise of any Incentive Stock Option is disposed of in adisposition that, under Section 422 of the Code, disqualifies the holder from the application of Section 421(a) of the Code, the holder of the Common Stockimmediately before the disposition will comply with any requirements imposed by the Company in order to enable the Company to secure the related incometax deduction to which it is entitled in such event.12. Non-Transferability of Options.(a) No Transfer. An Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws ofdescent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. Notwithstanding the foregoing, to the extent that theAdministrator so authorizes at the time a Nonqualified Stock Option is granted or amended, (i) such Option may be assigned pursuant to a qualified domesticrelations order as defined by the Code, and exercised by the spouse or former spouse of the Optionee who obtained such Option pursuant to such qualifieddomestic relations order, or (ii) such Option may be assigned, in whole or in part, during the Optionee’s lifetime to one or more Family Members of theOptionee. Rights under the assigned portion may be exercised by the Family Member(s) who acquire a proprietary interest in such Option pursuant to theassignment. The terms applicable to the assigned portion shall be the same as those in effect for the Option immediately before such assignment and shall beset forth in such documents issued to the assignee as the Administrator deems appropriate.(b) Designation of Beneficiary. An Optionee may file a written designation of a beneficiary who is to receive any Options that remain unexercised in the eventof the Optionee’s death. If a participant is married and the designated beneficiary is not the spouse, spousal consent will be required for the designation to beeffective. The Optionee may change such designation of beneficiary at any time by written notice to the Administrator, subject to the above spousal consentrequirement.(c) Effect of No Designation. If an Optionee dies and there is no beneficiary validly designated and living at the time of the Optionee’s death, the Companywill deliver such Optionee’s Options to the executor or administrator of his or her estate, or if no such executor or administrator has been appointed (to theknowledge of the Company), the Company, in its discretion, may deliver such Options to the spouse or to any one or more dependents or relatives of theOptionee, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.(d) Death of Spouse or Dissolution of Marriage. If an Optionee designates his or her spouse as beneficiary, that designation will be deemed automaticallyrevoked if the Optionee’s marriage is later dissolved. Similarly, any designation of a beneficiary will be deemed automatically revoked upon the death of thebeneficiary if the beneficiary predeceases the Optionee. Without limiting the generality of the preceding sentence, the interest in Options of a spouse of anOptionee who has predeceased the Optionee or (except as provided in Section 12(a) regarding qualified domestic relations orders) whose marriage has beendissolved will automatically pass to the Optionee, and will not be transferable by such spouse in any manner, including but not limited to such spouse’s will,nor will any such interest pass under the laws of intestate succession. 1013. Stock Awards.(a) Grant. Subject to the express provisions and limitations of the Plan, the Administrator, in its sole and absolute discretion, may grant Stock Awards toEmployees, Consultants or Directors for a number of shares of Common Stock on such terms and conditions and to such Employees, Consultants orDirectors as it deems advisable and specifies in the respective grants. Subject to the limitations and restrictions set forth in the Plan, an Employee, Consultantor Director who has been granted an Option or Stock Award may, if otherwise eligible, be granted additional Options or Stock Awards if the Administratorshall so determine.(b) Restrictions. The Administrator, in its sole and absolute discretion, may impose restrictions in connection with any Stock Award, including withoutlimitation, (i) imposing a restricted period during which all or a portion of the Common Stock subject to the Stock Award may not be sold, assigned,transferred, pledged or otherwise encumbered (the “Restricted Period”), (ii) providing for a vesting schedule with respect to such Common Stock such that ifa Grantee ceases to be an Employee, Consultant or Director during the Restricted Period, some or all of the shares of Common Stock subject to the StockAward shall be immediately forfeited and returned to the Company. The Administrator may, at any time, reduce or terminate the Restricted Period. Eachcertificate issued in respect of shares of Common Stock pursuant to a Stock Award which is subject to restrictions shall be registered in the name of theGrantee, shall be deposited by the Grantee with the Company together with a stock power endorsed in blank and shall bear an appropriate legend summarizingthe restrictions imposed with respect to such shares of Common Stock.(c) Rights As Shareholder. Subject to the terms of any agreement governing a Stock Award, the Grantee of a Stock Award shall have all the rights of ashareholder with respect to the Common Stock issued pursuant to a Stock Award, including the right to vote such Shares only after Shares are issued (asevidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) under a Stock Award; provided,however, that (i) dividends or distributions paid with respect to any such Shares which have been issued but which have not vested shall be deposited withthe Company and shall be subject to forfeiture until the underlying Shares have vested unless otherwise provided by the Administrator in its sole discretion,and (ii) the Administrator shall specify whether dividends or dividend equivalent amounts shall be paid or accrued with respect to the Shares subject to anyStock Unit and may provide that such dividends are credited in the form of additional Stock Units subject to the same terms and conditions as the StockUnit award. A Grantee shall not be entitled to interest with respect to the dividends or distributions so deposited.14. Withholding Taxes. The Company will have the right to take whatever steps the Administrator deems necessary or appropriate to comply with allapplicable federal, state, local, and employment tax withholding requirements, and the Company’s obligations to deliver Shares upon the exercise of an Optionor in connection with a Stock Award will be conditioned upon compliance with all such withholding tax requirements. Without limiting the generality of theforegoing, upon the exercise of an Option, the Company will have the right to withhold taxes from any other compensation or other amounts which it may oweto the Optionee, or to require the Optionee to pay to the Company the amount of any taxes which the Company may be required to withhold with respect to theShares issued on such exercise. Without limiting the generality of the foregoing, the Administrator in its discretion may authorize the Grantee to satisfy all orpart of any withholding tax liability by (a) having the Company withhold from the Shares which would otherwise be issued in connection with a Stock Awardor on the exercise of 11an Option that number of Shares having a Fair Market Value, as of the date the withholding tax liability arises, equal to or less than the amount of theCompany’s withholding tax liability, or (b) by delivering to the Company previously-owned and unencumbered Shares of the Common Stock having a FairMarket Value, as of the date the withholding tax liability arises, equal to or less than the amount of the Company’s withholding tax liability.15. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, if the outstanding shares of Common Stock are increased,decreased, changed into or exchanged for a different number or kind of shares or securities of the Company or a successor entity, or for other property(including without limitation, cash), through reorganization, recapitalization, reclassification, stock combination, stock dividend, stock split, reverse stocksplit, spin off or other similar transaction, an appropriate and proportionate adjustment will be made in the maximum number and kind of shares as to whichOptions and Stock Awards may be granted under this Plan. A corresponding adjustment changing the number or kind of shares allocated to Stock Awards orunexercised Options which have been granted prior to any such change will likewise be made. Any such adjustment in the outstanding Options will be madewithout change in the aggregate purchase price applicable to the unexercised portion of the Options but with a corresponding adjustment in the price for eachshare or other unit of any security covered by the Option. Such adjustment will be made by the Administrator, whose determination in that respect will befinal, binding, and conclusive.Where an adjustment under this Section 15(a) is made to an Incentive Stock Option, the adjustment will be made in a manner which will not be considered a“modification” under the provisions of subsection 424(h)(3) of the Code.(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option had not been previouslyexercised or a Stock Award had not previously vested, it will terminate immediately prior to the consummation of such proposed dissolution or liquidation. Insuch instance, the Administrator may, in the exercise of its sole discretion, declare that any Stock Award shall become vested or any Option will terminate asof a date fixed by the Administrator and give each Optionee the right to exercise his or her Option as to all or any part of the Optioned Stock, including Sharesas to which the Option would not otherwise be exercisable.(c) Corporate Transaction. Upon a Change of Control, the Administrator, may, in its sole discretion, do one or more of the following: (i) shorten the periodduring which Options are exercisable (provided they remain exercisable for at least 30 days after the date notice of such shortening is given to the Optionees);(ii) accelerate any vesting schedule to which an Option or Stock Award is subject; (iii) arrange to have the surviving or successor entity or any parent entitythereof assume the Stock Awards and the Options or grant replacement options with appropriate adjustments in the option prices and adjustments in thenumber and kind of securities issuable upon exercise or adjustments so that the Options or their replacements represent the right to purchase the shares ofstock, securities or other property (including cash) as may be issuable or payable as a result of such transaction with respect to or in exchange for the numberof Shares of Common Stock purchasable and receivable upon exercise of the Options had such exercise occurred in full prior to such transaction; or(iv) cancel Options or Stock Awards upon payment to the Optionees or Grantees in cash, with respect to each Option or Stock Award to the extent thenexercisable or vested (including, if applicable, any Options or Stock Awards as to which the vesting schedule has been accelerated as contemplated in clause(ii) above), of an amount that is the equivalent of the excess of the Fair Market Value of the Common Stock (at the effective time of the merger, reorganization,sale or other event) over (in 12the case of Options) the exercise price of the Option. The Administrator may also provide for one or more of the foregoing alternatives in any particular OptionAgreement or agreement governing a Stock Award16. Date of Grant. The date of grant of an Option or Stock Award will be, for all purposes, the date as of which the Administrator makes the determinationgranting such Option or Stock Award, or any other, later date determined by the Administrator and specified in the Option Agreement. Notice of thedetermination will be provided to each Grantee within a reasonable time after the date of grant.17. Amendment and Termination of the Plan.(a) Amendment and Termination. The Board may at any time amend, alter or suspend or terminate the Plan.(b) Shareholder Approval. The Company will obtain shareholder approval of any Plan amendment that increases the number of Shares for which Options orStock Awards may be granted, or to the extent necessary and desirable to comply with Section 422 of the Code (or any successor statute) or other ApplicableLaws, or the requirements of any exchange or quotation system on which the Common Stock is listed or quoted. Such shareholder approval, if required, willbe obtained in such a manner and to such a degree as is required by the Applicable Law or requirement.(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of a Grantee, unlessmutually agreed otherwise between the Grantee and the Administrator. Any such agreement must be in writing and signed by the Grantee and the Company.18. Conditions Upon Issuance of Shares.(a) Legal Compliance. Shares will not be issued in connection with a Stock Award or pursuant to the exercise of an Option unless the exercise of such Optionand the issuance and delivery of such Shares will comply with all Applicable Laws, and will be further subject to the approval of counsel for the Companywith respect to such compliance. Any securities delivered under the Plan will be subject to such restrictions, and the person acquiring such securities will, ifrequested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assurecompliance with all Applicable Laws. To the extent permitted by Applicable Laws, the Plan and Options and Stock Awards granted hereunder will be deemedamended to the extent necessary to conform to such laws, rules and regulations.(b) Investment Representation. As a condition to the exercise of an Option or grant of a Stock Award, the Company may require the person exercising suchOption or receiving such Stock Award to represent and warrant at the time of any such exercise or receipt that the Shares are being acquired only forinvestment and without any present intention to sell, transfer, or distribute such Shares.19. Liability of Company.(a) Inability to Obtain Authority. If the Company cannot, by the exercise of commercially reasonable efforts, obtain authority from any regulatory bodyhaving jurisdiction for the sale of any Shares under this Plan, and such authority is deemed by the Company’s counsel to be necessary to the lawful issuanceof those Shares, the Company will be relieved of any liability for failing to issue or sell those Shares. 13(b) Grants Exceeding Allotted Shares. If the Optioned Stock covered by an Option or Shares subject to a Stock Award exceed, as of the date of grant, thenumber of Shares which may be issued under the Plan without additional shareholder approval, that Option or Stock Award will be contingent with respect tosuch excess Shares, unless and until shareholder approval of an amendment sufficiently increasing the number of Shares subject to this Plan is timelyobtained in accordance with Section 17(b).(c) Rights of Participants and Beneficiaries. The Company will pay all amounts payable under this Plan only to the Grantee, or beneficiaries entitled theretopursuant to this Plan. The Company will not be liable for the debts, contracts, or engagements of any Grantee or his or her beneficiaries, and rights to cashpayments under this Plan may not be taken in execution by attachment or garnishment, or by any other legal or equitable proceeding while in the hands of theCompany.20. Reservation of Shares. The Company will at all times reserve and keep available for issuance a number of Shares sufficient to satisfy this Plan’srequirements during its term.21. Shareholder Approval. Continuance of this Plan will be subject to approval by the shareholders of the Company within 12 months before or after the dateof its adoption. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws. Options or Stock Awards may begranted but Options may not be exercised prior to shareholder approval of the Plan. If any Options or Stock Awards are so granted and shareholder approval isnot obtained within 12 months of the date of adoption of this Plan by the Board, those Options or Stock Awards will terminate retroactively as of the date theywere granted.22. Legending Stock Certificates. In order to enforce any restrictions imposed upon Common Stock issued in connection with a Stock Award or uponexercise of an Option granted under this Plan or to which such Common Stock may be subject, the Administrator may cause a legend or legends to be placedon any certificates representing such Common Stock, which legend or legends will make appropriate reference to such restrictions, including, but not limitedto, a restriction against sale of such Common Stock for any period of time as may be required by Applicable Laws. Additionally, and not by way oflimitation, the Administrator may impose such restrictions on any Common Stock issued pursuant to the Plan as it may deem advisable.23. No Employment Rights. Neither this Plan nor any Option or Stock Award will confer upon a Grantee any right with respect to continuing the Grantee’semployment or consulting relationship with the Company, or continuing service as a Director, nor will they interfere in any way with the Grantee’s right or theCompany’s right to terminate such employment or consulting relationship or directorship at any time, with or without cause.24. Governing Law. The Plan will be governed by, and construed in accordance with the laws of the State of Nevada (without giving effect to conflicts of lawprinciples). 14Exhibit 10.31WYNN RESORTS, LIMITEDSTOCK OPTION AGREEMENTTHIS STOCK OPTION AGREEMENT (together with the attached grant notice (the “Grant Notice”), (the “Agreement”) is made and entered into asof the date set forth on the Grant Notice by and between Wynn Resorts, Limited, a Nevada corporation (the “Company”), and the individual (the“Optionee”) set forth on the Grant Notice.A. Pursuant to the Wynn Resorts, Limited 2002 Stock Incentive Plan (the “Plan”), the Administrator has determined that it is to the advantage and bestinterest of the Company to grant to Optionee an option (the “Option”) to purchase the number of shares of the Common Stock of the Company (the “Shares”or the “Option Shares”) set forth on the Grant Notice, at the exercise price determined as provided herein, and in all respects subject to the terms, definitionsand provisions of the Plan, which is incorporated herein by reference.B. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Optionee and the Company hereby agree as follows: 1.Grant and Terms of Stock Option.1.1 Grant of Option. Pursuant to the Grant Notice, the Company has granted to the Optionee the right and option to purchase, subject to the terms andconditions set forth in the Plan and this Agreement, all or any part of the number of Shares set forth on the Grant Notice at a purchase price per Share equal tothe exercise price per Share set forth on the Grant Notice. If the Grant Notice indicates (under “Type of Option”) that this Option is an “ISO”, then this Optionis intended by the Company and Optionee to be an Incentive Stock Option. However, if the Grant Notice indicates that this Option is a “NQSO”, then thisOption is not intended to be an Incentive Stock Option and is instead intended to be a Nonqualified Stock Option.1.2 Vesting and Exercisability. Subject to the provisions of the Plan and the other provisions of this Agreement, this Option shall vest and becomeexercisable in accordance with the vesting schedule set forth in the Grant Notice. Notwithstanding the foregoing, in the event of termination of Optionee’sContinuous Status as an Employee, Director or Consultant for any reason, with or without Cause, other than Optionee’s death or Disability, this Option shallimmediately cease vesting. In the event of termination of Optionee’s Continuous Status as an Employee, Director or Consultant as a result of Optionee’s deathor Disability, this option shall immediately vest in full.1.3 Term of Option. No portion of this Option may be exercised more than ten years from the date of this Agreement. In the event of termination ofOptionee’s Continuous Status as an Employee, Director or Consultant for any reason other than Optionee’s death or Disability, the portion of this Option thatis not vested and exercisable as of the date of termination shall be immediately cancelled and terminated. In addition, the portion of thisOption that is vested and exercisable as of the date of termination of Optionee’s Continuous Status as an Employee, Director or Consultant shall terminate andbe cancelled on the earlier of (i) the expiration of the ten year period set forth in the first sentence of this Section 1.3, or (ii) 90 days after termination ofOptionee’s Continuous Status as an Employee, Director or Consultant (or 12 months in the case of termination as a result of Optionee’s Disability or death);provided, however, if Optionee’s Continuous Status as an Employee, Director or Consultant is terminated for Cause, this entire Option shall be cancelled andterminated as of the date of such termination and shall no longer be exercisable as to any Shares, whether or not previously vested. 2.Method of Exercise.2.1 Delivery of Notice of Exercise. This Option shall be exercisable by written notice in the form attached hereto as Exhibit A which shall state theelection to exercise this Option, the number of Shares in respect of which this Option is being exercised, and such other representations and agreements withrespect to such Shares as may be required by the Company pursuant to the provisions of this Agreement and the Plan. Such written notice shall be signed byOptionee (or by Optionee’s beneficiary or other person entitled to exercise this Option in the event of Optionee’s death or Disability under the Plan) and shall bedelivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the exercise price. This Optionshall not be deemed exercised until the Company receives such written notice accompanied by the exercise price and any other applicable terms and conditionsof this Agreement are satisfied. This Option may not be exercised for a fraction of a Share.2.2 Restrictions on Exercise. No Shares will be issued pursuant to the exercise of this Option unless and until there shall have been full compliance withall applicable requirements of the Securities Act of 1933, as amended, and the rules promulgated thereunder (the “Securities Act”), whether by registration orsatisfaction of exemption conditions, all Applicable Laws, and all applicable listing requirements of any national securities exchange or other market systemon which the Common Stock is then listed. As a condition to the exercise of this Option, the Company may require Optionee to make any representation andwarranty to the Company as may be necessary or appropriate, in the judgment of the Administrator, to comply with any Applicable Law.2.3 Method of Payment. Payment of the exercise price shall be made in full at the time of exercise in cash or by check payable to the order of theCompany, or, subject in each case to the advance approval of the Administrator in its sole discretion, (a) by delivery of shares of Common Stock alreadyowned by Optionee, (b) by delivery of a properly executed exercise notice together with any other documentation as the Administrator and the Optionee’sbroker, if applicable, require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price, or(c) by any combination of the foregoing. Shares of Common Stock used to satisfy the exercise price of this Option shall be valued at their Fair Market Valuedetermined on the date of exercise (or if such date is not a business day, as of the close of the business day immediately preceding such date). In addition, theAdministrator may impose such other conditions in connection with the delivery of shares of Common Stock in satisfaction of the exercise price as it deemsappropriate in its sole discretion, including without limitation a requirement that the shares of Common Stock delivered have been held by the Optionee for aspecified period of time. 22.4 Withholding Taxes. The Company will have the right to take whatever steps the Administrator deems necessary or appropriate to comply with allapplicable federal, state, local, and employment tax withholding requirements, and the Company’s obligations to deliver Shares upon the exercise of thisOption will be conditioned upon compliance with all such withholding tax requirements. The Optionee shall be required to satisfy such withholdingobligations either by making a payment to the Company in cash. Without limiting the generality of the foregoing, upon the exercise of an Option, the Companywill have the right to withhold taxes from any other compensation or other amounts which it may owe to the Optionee, or to require the Optionee to pay to theCompany the amount of any taxes which the Company may be required to withhold with respect to the Shares issued on such exercise.2.5 Notice of Disqualifying Disposition of Incentive Stock Option. If this Option is an Incentive Stock Option and the Optionee sells or otherwisedisposes of any of the Shares acquired upon exercise of this Option on or before the later of (i) two years after the date of grant, or (ii) one year after the datesuch Shares were acquired, the Optionee shall immediately notify the Company in writing of such disposition.3. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution or to abeneficiary designated pursuant to the Plan, and may be exercised during the lifetime of Optionee only by Optionee, or, in the event of Optionee’s Disability, onhis behalf by his legal representative. Subject to all of the other terms and conditions of this Agreement, following the death of Optionee, this Option may beexercised in full by Optionee’s beneficiary or other person entitled to exercise this Option in the event of Optionee’s death under the Plan. Notwithstanding thefirst sentence of this Section 3, if this Option is a Nonqualified Stock Option, (i) this Option may be assigned pursuant to a qualified domestic relations orderas defined by the Code, and exercised by the spouse of the Optionee who obtained such Option pursuant to such qualified domestic relations order, and(ii) this Option may be assigned, in connection with the Optionee’s estate plan, in whole or in part, during the Optionee’s lifetime to one or more members ofthe Optionee’s immediate family or to a trust established exclusively for one or more of such immediate family members. Rights under the assigned portionmay be exercised by the person or persons who acquire a proprietary interest in such Option pursuant to the assignment. The terms applicable to the assignedportion shall be the same as those in effect for the Option immediately before such assignment and shall be set forth in such documents issued to the assigneeas the Administrator deems appropriate. For purposes of this Section 3, the term “immediate family” means an individual’s spouse, children, stepchildren,grandchildren and parents. The Company may cancel this Option if the Optionee attempts to transfer it in a manner inconsistent with this Section 3.4. Restrictions; Restrictive Legends. Ownership and transfer of Shares issued pursuant to the exercise of this Option will be subject to the provisions of,including ownership and transfer restrictions (including, without limitation, ownership and transfer restrictions imposed by applicable gaming laws)contained in, the Company’s Certificate of Incorporation, as amended from time to time, restrictions imposed by Applicable Laws and restrictions set forth orreferenced in legends imprinted on certificates representing such Shares. 35.General.5.1 Governing Law. This Agreement shall be governed by and construed under the laws of the state of Nevada applicable to agreements made and to beperformed entirely in Nevada, without regard to the conflicts of law provisions of Nevada or any other jurisdiction.5.2 Notices. Any notice required or permitted under this Agreement shall be given in writing by express courier or by postage prepaid, United Statesregistered or certified mail, return receipt requested, to the address set forth below or to such other address for a party as that party may designate by 10 daysadvance written notice to the other parties. Notice shall be effective upon the earlier of receipt or 3 days after the mailing of such notice. If to the Company: Wynn Resorts, Limited3131 Las Vegas Boulevard SouthLas Vegas, NV 89109 Attention: Legal DepartmentIf to Optionee, at the address set forth on the Grant Notice.5.3 Community Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, the Optioneeshall be treated as agent and attorney-in-fact for that interest held or claimed by his or her spouse with respect to this Option and the parties hereto shall act inall matters as if the Optionee was the sole owner of this Option. This appointment is coupled with an interest and is irrevocable.5.4 Modifications. This Agreement may be amended, altered or modified only by a writing signed by each of the parties hereto.5.5 Application to Other Stock. In the event any capital stock of the Company or any other corporation shall be distributed on, with respect to, or inexchange for shares of Common Stock as a stock dividend, stock split, reclassification or recapitalization in connection with any merger or reorganization orotherwise, all restrictions, rights and obligations set forth in this Agreement shall apply with respect to such other capital stock to the same extent as they are,or would have been applicable, to the Option Shares on or with respect to which such other capital stock was distributed.5.6 Additional Documents. Each party agrees to execute any and all further documents and writings, and to perform such other actions, which may beor become reasonably necessary or expedient to be made effective and carry out this Agreement.5.7 Successors and Assigns. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties, theirrespective successors and permitted assigns. 45.8 No Assignment. Except as otherwise provided in this Agreement, the Optionee may not assign any of his, her or its rights under this Agreementwithout the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted to assign its rights orobligations under this Agreement, but no such assignment shall release the Company of any obligations pursuant to this Agreement.5.9 Severability. If any of the provisions of this Agreement are determined to be unlawful or otherwise unenforceable, in whole or in part, suchdetermination shall not affect the validity of the remainder of this Agreement, and this Agreement shall be reformed to the extent necessary to carry out itsprovisions to the greatest extent possible in accordance with the intent of the parties.5.10 Equitable Relief. The Optionee acknowledges that, in the event of a threatened or actual breach of any of the provisions of this Agreement, damagesalone will be an inadequate remedy, and such breach will cause the Company great, immediate and irreparable injury and damage. Accordingly, the Optioneeagrees that the Company shall be entitled to injunctive and other equitable relief, and that such relief shall be in addition to, and not in lieu of, any remedies itmay have at law or under this Agreement.5.11 Arbitration.5.11.1 General. Except as provided in Section 5.10, any controversy, dispute, or claim between the parties to this Agreement, including any claimarising out of, in connection with, or in relation to the formation, interpretation, performance or breach of this Agreement shall be settled exclusively byarbitration, before a single arbitrator, in accordance with this Section 5.11 and the then most applicable rules of the American Arbitration Association.Judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Such arbitration shall beadministered by the American Arbitration Association. Arbitration shall be the exclusive remedy for determining any such dispute, regardless of its nature.Notwithstanding the foregoing, either party may in an appropriate matter apply to a court for provisional relief, including a temporary restraining order or apreliminary injunction, on the ground that the award to which the applicant may be entitled in arbitration may be rendered ineffectual without provisionalrelief. Unless mutually agreed by the parties otherwise, any arbitration shall take place in Las Vegas, Nevada.5.11.2 Selection of Arbitrator. In the event the parties are unable to agree upon an arbitrator, the parties shall select a single arbitrator from a list ofnine arbitrators drawn by the parties at random from the “Independent” (or “Gold Card”) list of retired judges or, at the option of Optionee, from a list of ninepersons (which shall be retired judges or corporate or litigation attorneys experienced in stock options and buy-sell agreements) provided by the office of theAmerican Arbitration Association having jurisdiction over Las Vegas, Nevada. If the parties are unable to agree upon an arbitrator from the list so drawn, thenthe parties shall each strike names alternately from the list, with the first to strike being determined by lot. After each party has used four strikes, theremaining name on the list shall be the arbitrator. If such person is unable to serve for any reason, the parties shall repeat this process until an arbitrator isselected. 55.11.3 Applicability of Arbitration; Remedial Authority. This agreement to resolve any disputes by binding arbitration shall extend to claimsagainst any parent, subsidiary or affiliate of each party, and, when acting within such capacity, any officer, director, shareholder, employee or agent of eachparty, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising underthe common law. In the event of a dispute subject to this paragraph the parties shall be entitled to reasonable discovery subject to the discretion of the arbitrator.The remedial authority of the arbitrator (which shall include the right to grant injunctive or other equitable relief) shall be the same as, but no greater than,would be the remedial power of a court having jurisdiction over the parties and their dispute. The arbitrator shall, upon an appropriate motion, dismiss anyclaim without an evidentiary hearing if the party bringing the motion establishes that he or it would be entitled to summary judgment if the matter had beenpursued in court litigation. In the event of a conflict between the applicable rules of the American Arbitration Association and these procedures, the provisionsof these procedures shall govern.5.11.4 Fees and Costs. Any filing or administrative fees shall be borne initially by the party requesting arbitration. The Company shall beresponsible for the costs and fees of the arbitration, unless the Optionee wishes to contribute (up to 50%) of the costs and fees of the arbitration.Notwithstanding the foregoing, the prevailing party in such arbitration, as determined by the arbitrator, and in any enforcement or other court proceedings,shall be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including but not limited to thearbitrator’s compensation), expenses, and attorneys’ fees.5.11.5 Award Final and Binding. The arbitrator shall render an award and written opinion, and the award shall be final and binding upon theparties. If any of the provisions of this paragraph, or of this Agreement, are determined to be unlawful or otherwise unenforceable, in whole or in part, suchdetermination shall not affect the validity of the remainder of this Agreement, and this Agreement shall be reformed to the extent necessary to carry out itsprovisions to the greatest extent possible and to insure that the resolution of all conflicts between the parties, including those arising out of statutory claims,shall be resolved by neutral, binding arbitration. If a court should find that the arbitration provisions of this Agreement are not absolutely binding, then theparties intend any arbitration decision and award to be fully admissible in evidence in any subsequent action, given great weight by any finder of fact, andtreated as determinative to the maximum extent permitted by law.5.12 Compliance With Applicable Laws.The Optionee will do all acts and things, execute, acknowledge and deliver all documents and instruments, and make all representations and warrantiesthat are necessary or appropriate, in the judgment of the Company, for the purchase, vesting, holding or transfer of the Option Shares to comply withApplicable Laws.5.13 Headings. The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend or interpret thescope of this Agreement or of any particular section. 65.14 Number and Gender. Throughout this Agreement, as the context may require, (a) the masculine gender includes the feminine and the neuter genderincludes the masculine and the feminine; (b) the singular tense and number includes the plural, and the plural tense and number includes the singular; (c) thepast tense includes the present, and the present tense includes the past; (d) references to parties, sections, paragraphs and exhibits mean the parties, sections,paragraphs and exhibits of and to this Agreement; and (e) periods of days, weeks or months mean calendar days, weeks or months.5.15 No Rights to Continuation of Employment. Nothing in the Plan or this Agreement shall confer upon Optionee any right to continue in the employ ofthe Company or any subsidiary thereof or shall interfere with or restrict the right of the Company or its stockholders (or of a subsidiary or its stockholders, asthe case may be) to terminate Optionee’s employment any time for any reason whatsoever, with or without cause.5.16 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.5.17 Complete Agreement. The Grant Notice, this Agreement and the Plan constitute the parties’ entire agreement with respect to the subject matter hereofand supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matterhereof. 7IN WITNESS WHEREOF, the parties hereto have executed this Agreement on [ ], 201[ ]. WYNN RESORTS, LIMITEDBy Print_Name: Title: The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Agreement. OPTIONEESignature Print_Name: 8SPOUSAL CONSENTBy his or her signature below, the spouse of the Optionee agrees to be bound by all of the terms and conditions of the foregoing Option Agreement. OPTIONEE’S SPOUSE Signature Print Name 9EXHIBIT ANOTICE OF EXERCISE OF STOCK OPTIONWynn Resorts, Limited3145 Las Vegas Boulevard SouthLas Vegas, Nevada 89109Attention: Legal DepartmentLadies and Gentlemen:The undersigned hereby elects to exercise the option indicated below: Option Grant Date: Type of Option: Incentive Stock Option/Nonqualified Stock OptionNumber of Shares Being Exercised: Exercise Price Per Share: Total Exercise Price: $ Method of Payment: Enclosed herewith is payment in full of the total exercise price and a copy of the Grant Notice.My exact name, current address and social security number for purposes of the stock certificates to be issued and the shareholder list of the Companyare: Name: Address: Social Security Number: Sincerely,Dated: (Optionee’s Signature)EXHIBIT 10.32WYNN RESORTS, LIMITEDSTOCK OPTION GRANT NOTICE(2002 Stock Incentive Plan)Wynn Resorts, Limited (the “Company”), pursuant to its 2002 Stock Incentive Plan (the “Plan”), hereby grants to Optionee the option to purchase thenumber of Shares of the Company set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth in this Grant Notice,the Stock Option Agreement (the “Option Agreement”) and the Plan, all of which are attached hereto and incorporated herein in their entirety. Optionee: Date of Grant: Number of Shares of Common Stock: sharesExercise Price Per Share: $ Initial Vesting Date: Type of Option Vesting Schedule: Subject to the restrictions and limitations of the Option Agreement and the Plan, this Option shall vest and become exercisable Additional Terms/Acknowledgements: The undersigned Optionee acknowledges receipt of, and has read and understands and agrees to, the OptionAgreement and the Plan. Optionee further acknowledges that effective as of the Date of Grant, the Option Agreement and the Plan set forth the entireunderstanding between Optionee and the Company regarding the grant by the Company of the Option referred to in this Grant Notice. Optionee hereby agrees toaccept as binding, conclusive and final all decisions or interpretations of the Board or the Administrator upon any questions arising under the Plan. WYNN RESORTS, LIMITED OPTIONEE:By: [ ]Name: Date: Its: Date: ATTACHMENTS: Stock Option Agreement and 2002 Stock Incentive PlanSPOUSE OF OPTIONEE: Spouse has read and understands the Option Agreement and the Plan and is executing this Grant Notice to evidence Spouse’sconsent and agreement to be bound by all of the terms and conditions of the Option Agreement and the Plan (including those relating to the appointment of theOptionee as agent for any interest that Spouse may have in the Option Shares). Signature DateOptionee Address [please print]: Exhibit 10.33WYNN RESORTS, LIMITEDRESTRICTED STOCK AGREEMENTTHIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of the date set forth below by and between WynnResorts, Limited, a Nevada corporation (the “Company”), and the individual (the “Grantee”) set forth below.A. Pursuant to the terms of the Wynn Resorts, Limited 2002 Stock Incentive Plan (the “Plan”), the Company, hereby offers to grant to Grantee a StockAward of Shares of Company Common Stock as set forth immediately below, on the terms and conditions and subject to the restrictions set forth in the Planand this Agreement. To accept this offer, sign one copy of this Agreement and return it by , 201 to the General Counsel, Wynn Resorts, Limited,Legal Department, 3131 Las Vegas Blvd South, Las Vegas, Nevada 89109. Grant Number: Employee: Grantee: Stock Award: Shares of Common StockGrant Date: Purchase Price: None Vesting Date: B. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Grantee and the Company hereby agree as follows: 1.Restrictions.1.1 Shares granted pursuant to the Stock Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumberedand shall be subject to a risk of forfeiture as described in Section 1.2 until the Vesting Date and any additional requirements or restrictions contained in thisAgreement or in the Plan have been otherwise satisfied, terminated or expressly waived by the Company in writing. The Company will not be required to(i) transfer on its books any Shares subject to the Stock Award that have been sold or transferred in violation of the provisions of this Agreement or (ii) treat asthe owner of the Shares subject to the Award, or otherwise accord voting, dividend or liquidation rights to, any transferee to whom such Shares have beentransferred in contravention of this Agreement.1.2 Except as otherwise provided under the terms of the Plan, if Grantee’s employment with the Company is terminated for any reason, then thisAgreement shall terminate and all rights of the Grantee with respect to Shares granted pursuant to the Stock Award that have not vested up to the date oftermination shall immediately terminate. The Shares grantedpursuant to the Stock Award that are subject to restrictions upon the date of termination, and any and all accrued but unpaid dividends thereon, shall beforfeited to the Company without payment of any consideration by the Company, and neither the Grantee nor any of his or her successors, heirs, assigns, orpersonal representatives shall thereafter have any further rights or interests in such Stock Award or accrued but unpaid dividends in connection therewith.2. Voting and Other Rights. Grantee shall have all the rights of a shareholder with respect to the Common Stock issued pursuant to the Stock Award, includingthe right to vote such Shares; provided, however, that dividends or distributions paid with respect to any such Shares which have not vested shall bedeposited with the Company and shall be subject to forfeiture until the underlying Shares have vested unless otherwise determined by the Administrator in itssole discretion. Grantee shall not be entitled to interest with respect to the dividends or distributions so deposited.3. Retention of Share Certificates by Company. The certificate(s) representing Shares of the Stock Award shall be held, together with a stock power endorsedin blank, by the Company until those Shares become vested in accordance with Section 1 hereof.4. Taxes and Withholding. Upon the vesting of the Shares of the Stock Award as provided in Section 1 hereof, the Company is required to withhold for taxes,and Grantee hereby agrees to pay to the Company with respect to such Shares, in the form of cash or a certified or bank cashier’s check, an amount sufficientto satisfy any taxes or other amounts required by any governmental authority to be withheld and paid over to such authority for Grantee’s account, or tootherwise make alternative arrangements satisfactory to the Company for the payment of such amounts in accordance with Section 12 (“Withholding Taxes”)of the Plan. To the maximum extent permitted by law, the Company has the right to retain without notice from salary or other amounts payable to Grantee,Shares or cash having a value sufficient to satisfy the any taxes or other amounts required by any governmental authority to be withheld and paid over to suchauthority for Grantee’s account. 5.General.5.1 Governing Law. This Agreement shall be governed by and construed under the laws of the state of Nevada applicable to agreements made and to beperformed entirely in Nevada, without regard to the conflicts of law provisions of Nevada or any other jurisdiction.5.2 Notices. Any notice required or permitted under this Agreement shall be given in writing by express courier or by postage prepaid, United Statesregistered or certified mail, return receipt requested, to the address on the signature page or to such other address for a party as that party may designate by 10days advance written notice to the other parties. Notice shall be effective upon the earlier of receipt or 3 days after the mailing of such notice.5.3. Community Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, the Granteeshall be treated as agent and attorney-in-fact for that interest held or claimed by his or her spouse with respect to this Stock Award and the parties hereto shallact in all matters as if the Grantee was the sole owner of this Stock Award. This appointment is coupled with an interest and is irrevocable. 25.4 Modifications. This Agreement may be amended, altered or modified only by a writing signed by each of the parties hereto.5.5 Application to Other Stock. In the event any capital stock of the Company or any other corporation shall be distributed on, with respect to, or inexchange for shares of Common Stock as a stock dividend, stock split, reclassification or recapitalization in connection with any merger or reorganization orotherwise, all restrictions, rights and obligations set forth in this Agreement shall apply with respect to such other capital stock to the same extent as they are,or would have been applicable, to the Shares subject to the Stock Award on or with respect to which such other capital stock was distributed.5.6 Additional Documents. Each party agrees to execute any and all further documents and writings, and to perform such other actions, which may beor become reasonably necessary or expedient to be made effective and carry out this Agreement.5.7 Successors and Assigns. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties, theirrespective successors and permitted assigns.5.8 No Assignment. Except as otherwise provided in this Agreement, the Grantee may not assign any of his, her or its rights under this Agreementwithout the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted to assign its rights orobligations under this Agreement, but no such assignment shall release the Company of any obligations pursuant to this Agreement.5.9 Severability. If any of the provisions of this Agreement are determined to be unlawful or otherwise unenforceable, in whole or in part, suchdetermination shall not affect the validity of the remainder of this Agreement, and this Agreement shall be reformed to the extent necessary to carry out itsprovisions to the greatest extent possible in accordance with the intent of the parties.5.10. Equitable Relief. The Grantee acknowledges that, in the event of a threatened or actual breach of any of the provisions of this Agreement, damagesalone will be an inadequate remedy, and such breach will cause the Company great, immediate and irreparable injury and damage. Accordingly, the Granteeagrees that the Company shall be entitled to injunctive and other equitable relief, and that such relief shall be in addition to, and not in lieu of, any remedies itmay have at law or under this Agreement.5.11. Arbitration.5.11.1 General. Except as provided in Section 5.10, any controversy, dispute, or claim between the parties to this Agreement, including any claimarising out of, in connection with, or in relation to the formation, interpretation, performance or breach of this Agreement shall be settled exclusively byarbitration, before a single arbitrator, in accordance with this Section 5.11 and the then most applicable rules of the American Arbitration Association.Judgment upon any award rendered by the arbitrator may be entered by any state or federal court 3having jurisdiction thereof. Such arbitration shall be administered by the American Arbitration Association. Arbitration shall be the exclusive remedy fordetermining any such dispute, regardless of its nature. Notwithstanding the foregoing, either party may in an appropriate matter apply to a court forprovisional relief, including a temporary restraining order or a preliminary injunction, on the ground that the award to which the applicant may be entitled inarbitration may be rendered ineffectual without provisional relief. Unless mutually agreed by the parties otherwise, any arbitration shall take place in LasVegas, Nevada.5.11.2 Selection of Arbitrator. In the event the parties are unable to agree upon an arbitrator, the parties shall select a single arbitrator from a list ofnine arbitrators drawn by the parties at random from the “Independent” (or “Gold Card”) list of retired judges or, at the option of the Grantee, from a list ofnine persons (which shall be retired judges or corporate or litigation attorneys experienced in stock options and buy-sell agreements) provided by the office ofthe American Arbitration Association having jurisdiction over Las Vegas, Nevada. If the parties are unable to agree upon an arbitrator from the list so drawn,then the parties shall each strike names alternately from the list, with the first to strike being determined by lot. After each party has used four strikes, theremaining name on the list shall be the arbitrator. If such person is unable to serve for any reason, the parties shall repeat this process until an arbitrator isselected.5.11.3 Applicability of Arbitration; Remedial Authority. This agreement to resolve any disputes by binding arbitration shall extend to claimsagainst any parent, subsidiary or affiliate of each party, and, when acting within such capacity, any officer, director, shareholder, employee or agent of eachparty, or of any of the above, and shall apply as well to claims arising out of state and federal statutes and local ordinances as well as to claims arising underthe common law. In the event of a dispute subject to this paragraph the parties shall be entitled to reasonable discovery subject to the discretion of the arbitrator.The remedial authority of the arbitrator (which shall include the right to grant injunctive or other equitable relief) shall be the same as, but no greater than,would be the remedial power of a court having jurisdiction over the parties and their dispute. The arbitrator shall, upon an appropriate motion, dismiss anyclaim without an evidentiary hearing if the party bringing the motion establishes that he or it would be entitled to summary judgment if the matter had beenpursued in court litigation. In the event of a conflict between the applicable rules of the American Arbitration Association and these procedures, the provisionsof these procedures shall govern.5.11.4 Fees and Costs. Any filing or administrative fees shall be borne initially by the party requesting arbitration. The Company shall beresponsible for the costs and fees of the arbitration, unless the Grantee wishes to contribute (up to 50%) of the costs and fees of the arbitration.Notwithstanding the foregoing, the prevailing party in such arbitration, as determined by the arbitrator, and in any enforcement or other court proceedings,shall be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including but not limited to thearbitrator’s compensation), expenses, and attorneys’ fees.5.11.5 Award Final and Binding. The arbitrator shall render an award and written opinion, and the award shall be final and binding upon the parties.If any of the provisions of this paragraph, or of this Agreement, are determined to be unlawful or otherwise unenforceable, in whole or in part, suchdetermination shall not affect the validity of the remainder of this 4Agreement, and this Agreement shall be reformed to the extent necessary to carry out its provisions to the greatest extent possible and to insure that theresolution of all conflicts between the parties, including those arising out of statutory claims, shall be resolved by neutral, binding arbitration. If a courtshould find that the arbitration provisions of this Agreement are not absolutely binding, then the parties intend any arbitration decision and award to be fullyadmissible in evidence in any subsequent action, given great weight by any finder of fact, and treated as determinative to the maximum extent permitted bylaw.5.12 Compliance With Applicable Laws. The Grantee will do all acts and things, execute, acknowledge and deliver all documents and instruments, andmake all representations and warranties that are necessary or appropriate, in the judgment of the Company, for the purchase, vesting, holding or transfer ofthe Shares subject to the Stock Award to comply with Applicable Laws.5.13 Headings. The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend or interpret thescope of this Agreement or of any particular section.5.14 Number and Gender. Throughout this Agreement, as the context may require, (a) the masculine gender includes the feminine and the neuter genderincludes the masculine and the feminine; (b) the singular tense and number includes the plural, and the plural tense and number includes the singular; (c) thepast tense includes the present, and the present tense includes the past; (d) references to parties, sections, paragraphs and exhibits mean the parties, sections,paragraphs and exhibits of and to this Agreement; and (e) periods of days, weeks or months mean calendar days, weeks or months.5.15 No Rights to Continuation of Employment. Nothing in the Plan or this Agreement shall confer upon Grantee any right to continue in the employ ofthe Company or any subsidiary thereof or shall interfere with or restrict the right of the Company or its stockholders (or of a subsidiary or its stockholders, asthe case may be) to terminate Grantee’s employment any time for any reason whatsoever, with or without cause.5.16 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.5.17 Complete Agreement. This Agreement and the Plan constitute the parties’ entire agreement with respect to the subject matter hereof and supersede allagreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof.5.18. Legend. In addition to any other legend which may be required by agreement or Applicable Laws, each share certificate representing Shares shallhave endorsed upon its face a legend in substantially the form set forth below:THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO VESTING AND TO CERTAIN RESTRICTIONSON TRANSFER, 5SALE AND HYPOTHECATION. A COMPLETE STATEMENT OF THE TERMS AND CONDITIONS GOVERNING SUCHRESTRICTIONS IS SET FORTH IN AN AGREEMENT, DATED AS OF , 201 , A COPY OF WHICH IS ON FILE AT THECORPORATION’S PRINCIPAL OFFICE.5.19. Section 83(b) Election for Restricted Stock Award; Independent Tax Advice. Under Section 83(a) of the Code, Grantee will generally be taxed onthe Shares subject to this Stock Award on the date such Shares vest and the forfeiture restrictions lapse, based on their fair market value on such date, atordinary income rates subject to payroll and withholding tax and tax reporting, as applicable. For this purpose, the term “forfeiture restrictions” means theright of the Company to receive back any Shares subject to this Stock Award that have not vested upon a termination of employment. Under Section 83(b) ofthe Code, Grantee may elect to be taxed on the Shares on the Grant Date, based upon their fair market value on such date, at ordinary income rates subject topayroll and withholding tax and tax reporting, as applicable, rather than when and as the Shares that have not vested cease to be subject to the forfeiturerestrictions. If Grantee elects to accelerate the date on which Grantee is taxed on the Shares under Section 83(b), an election (an “83(b) Election”) to such effectmust be filed with the Internal Revenue Service within 30 days from the Grant Date and applicable withholding taxes must be paid to the Company at thattime.The foregoing is only a summary of the federal income tax laws that apply to the Shares under this Agreement and does not purport to be complete. The actualtax consequences of receiving or disposing of the Shares are complicated and depend, in part, on Grantee’s specific situation and may also depend on theresolution of currently uncertain tax law and other variables not within the control of the Company. THEREFORE, GRANTEE SHOULD SEEKINDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE FEDERAL TAX LAW AND THE INCOME TAX LAWS OF ANYMUNICIPALITY, STATE OR FOREIGN COUNTRY TO WHICH GRANTEE IS SUBJECT. By accepting this Agreement, Grantee acknowledges andagrees that Grantee has either consulted with a competent tax advisor independent of the Company to obtain tax advice concerning the Shares in light ofGrantee’s specific situation or has had the opportunity to consult with such a tax advisor and has chosen not to do so.If Grantee determines to make an 83(b) Election, it is Grantee’s responsibility to file such an election with the Internal Revenue Service within the 30-day periodafter the Grant Date, to deliver to the Company a signed copy of the 83(b) Election, to file an additional copy of such election form with Grantee’s federalincome tax return for the calendar year in which the Grantee Date occurs, and to pay applicable withholding taxes to the Company at the time that the 83(b)Election is filed with the IRS. 6IN WITNESS WHEREOF, the parties hereto have executed this Agreement on , 201 . WYNN RESORTS, LIMITEDBy Print_Name: Title: Address for Notices: 3131 Las Vegas Boulevard SouthLas Vegas, NV 89109Attention: Legal DepartmentThe undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Agreement. GRANTEESignature Print_Name: Address for Notices: 7Exhibit 21.1SUBSIDIARIES OF WYNN RESORTS, LIMITEDRambas Marketing Co., LLCWynn International Marketing, LLC (an Isle of Man limited liability company)Toasty, LLC (a Delaware limited liability company)B/W Clothiers, LLC (a 50% owned joint venture)Valvino Lamore, LLCWynn Gallery, LLCWorld Travel G-IV, LLCChamber Associates, LLCWLV IG, LLCWynn Vacations, LLCWynn Aircraft, LLC.Asia Development, LLC.Development Associates, LLCWynn MA, LLCWorldwide Wynn, LLCNV Realty Associates, LLCWynn Design & Development, LLCWynn PA, Inc.Wynn/PEDP GP, LLCWynn/PEDP LP, LLCWynn Resorts Hotel Marketing & Sales (Asia), LLCWynn Group Asia, Inc.WM Cayman Holdings Limited I (a Cayman Islands company)Wynn Macau, Limited (a Cayman Islands company)WM Cayman Holdings Limited II (a Cayman Islands company)Wynn Resorts, International, Ltd. (an Isle of Man company)Wynn Resorts (Macau) Holdings, Ltd. (an Isle of Man company)Wynn Resorts (Macau), Ltd. (a Hong Kong Limited company)Wynn Resorts (Macau), S.A. (a Macau SA company)Palo Real Estate Company Ltd. (a Macau SA company)Wynn Macau Development Company, LLCWynn Cotai Holding Company, Ltd. (an Isle of Man corporation)Cotai Partner, Ltd. (an Isle of Man company)Cotai Land Development Company (a Macau SA company)Wynn IOM Holdco I, Ltd. (an Isle of Man company)Wynn IOM Holdco II, Ltd. (as Isle of Man company)Wynn Manpower, Limited (a Macau limited company)SH Hoteleria Limitada (a Macau limited company)Wynn Resorts Funding, LLCWynn Resorts Holdings, LLCWynn Las Vegas, LLCLas Vegas Jet, LLCWorld Travel, LLCWynn Completion Guarantor, LLCWynn Golf, LLCWynn Las Vegas Capital Corp.Wynn Show Performers, LLCWynn Sunrise, LLCKevyn, LLCPW automotive, LLC (a Delaware Limited Liability Company and 50% owned joint venture)All subsidiaries are formed in the State of Nevada and wholly-owned unless otherwise specifically identified.Exhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in Registration Statement No. 333-168323 on Form S-8 and Registration Statement No. 333-170098 on Form S-3of our reports dated February 29, 2012 with respect to the consolidated financial statements and schedules of Wynn Resorts, Limited and the effectiveness ofinternal control over financial reporting of Wynn Resorts, Limited, included in this Annual Report on Form 10-K for the year ended December 31, 2011./s/ Ernst & Young LLPLas Vegas, NevadaFebruary 29, 2012Exhibit 31.1Certification of the Chief Executive OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Stephen A. Wynn, certify that: 1.I have reviewed this Annual Report on Form 10-K of Wynn Resorts, Limited; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalreporting purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: February 29, 2012 /s/ Stephen A. WynnStephen A. WynnChairman of the Board andChief Executive Officer(Principal Executive Officer)Exhibit 31.2Certification of the Chief Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002I, Matt Maddox, certify that: 1.I have reviewed this Annual Report on Form 10-K of Wynn Resorts, Limited; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalreporting purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: February 29, 2012 /s/ Matt MaddoxMatt MaddoxChief Financial Officer and Treasurer(Principal Financial Officer)Exhibit 32.1Certification of CEO and CFO Pursuant to18 U.S.C. Section 1350, as Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report on Form 10-K of Wynn Resorts, Limited (the “Company”) for the year ended December 31, 2011 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), Stephen A. Wynn, as Chief Executive Officer of the Company, and Matt Maddox, asChief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: 1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Stephen A. WynnName: Stephen A. WynnTitle: Chairman and Chief Executive Officer (PrincipalExecutive Officer)Date: February 29, 2012 /s/ Matt MaddoxName: Matt MaddoxTitle: Chief Financial Officer and Treasurer (Principal Financial Officer)Date: February 29, 2012A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature thatappears in typed form within the electronic version of this written statement required by Section 906, has been provided to Wynn Resorts, Limited and will beretained by Wynn Resorts, Limited and furnished to the Securities and Exchange Commission or its staff upon request.

Continue reading text version or see original annual report in PDF format above