Wynn Resorts Annual Report 2013

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended December 31, 2013OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For 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 Filerequired to 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 shorterperiod that the 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, tothe best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendmentto this Form 10-K. xIndicate 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, 2013 was approximately $10.3 billion.As of February 14, 2014, 101,212,217 shares of the registrant’s Common Stock, $.01 par value, were outstanding.Portions of the registrant’s Proxy Statement for its 2014 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 18 Item 1B Unresolved Staff Comments 34 Item 2. Properties 34 Item 3. Legal Proceedings 35 Item 4. Mine Safety Disclosures 41 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 42 Item 6. Selected Financial Data 42 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 44 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 70 Item 8. Financial Statements and Supplementary Data 73 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 127 Item 9A. Controls and Procedures 127 Item 9B. Other Information 127 PART III Item 10. Directors, Executive Officers and Corporate Governance 128 Item 11. Executive Compensation 128 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 128 Item 13. Certain Relationships and Related Transactions, and Director Independence 129 Item 14. Principal Accountant Fees and Services 129 PART IV Item 15. Exhibits and Financial Statement Schedules 130 Signatures 145 2Table 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. Wynn Resorts, Limited currently owns 72.3% of Wynn Macau, Limited which operates acasino hotel resort property in the Macau Special Administrative Region of the People’s Republic of China (“Macau”). In Las Vegas, Nevada, we own andoperate Wynn Las Vegas, which includes Encore at Wynn Las Vegas. We present our results based on the following two segments: Macau Operations and LasVegas Operations. For more information on the financial results for our segments, see Item 8—“Financial Statements and Supplementary Data”, Note 17“Segment Information.”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 ResortsMacau 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 “Wynn Macau | Encore” or as our “Macau Operations.” We believe that this resort offersexceptional accommodations, amenities and service.Our Macau Operations feature 1,008 spacious guest rooms and suites, 493 table games, 866 slot machines and a poker pit in approximately 280,000square feet of casino gaming space (including sky casinos and private gaming salons), casual and fine dining in eight restaurants, two spas and a salon,lounges, meeting facilities and approximately 57,000 square feet of retail space featuring boutiques from Bvlgari, Cartier, Chanel, Dior, Dunhill, ErmenegildoZegna, Ferrari, Giorgio Armani, Graff, Gucci, Hermes, Hugo Boss, Jaeger-LeCoultre, Loro Piana, Louis Vuitton, Miu Miu, Piaget, Prada, Roger Dubuis,Rolex, Tiffany, Tudor, Vacheron Constantin, Van Cleef & Arpels, Versace, Vertu, and others. Our Macau Operations include a show in the rotunda featuringa Chinese zodiac-inspired ceiling along with gold “prosperity tree” and “dragon of fortune” attractions.Las 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 “Wynn Las Vegas | Encore” or as our “Las Vegas Operations.” We believethat this resort offers exceptional accommodations, amenities and service. 3Table of ContentsOur Las Vegas Operations feature 4,748 hotel rooms and suites, 230 table games, 1,854 slot machines, a race and sports book 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 34 food and beverageoutlets, two spas and salons, lounges, and approximately 96,000 square feet of retail space featuring boutiques from Alexander McQueen, Brioni, Cartier,Chanel, Chloé, Chopard, Dior, Graff, Hermes, IWC Schaffhausen, Jaeger-LeCoultre, Loro Piana, Louis Vuitton, Manolo Blahnik, Nicholas Kirkwood,Oscar de la Renta, Piaget, Rolex, Vertu and others. Our Las Vegas Operations also offer three nightclubs, a beach club, a Ferrari and Maserati automobiledealership, wedding chapels, an 18-hole golf course, approximately 284,000 square feet of meeting space, a specially designed theater presenting “Le Rêve-TheDream,” a water-based theatrical production, and the Encore Theater presenting various headliner entertainment acts throughout the year.See Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for more information.Construction and Development OpportunitiesIn the ordinary course of our business, and as a market leader and innovator, we have made and continue to make certain enhancements andrefinements to our resort complexes.In September 2011, Palo Real Estate Company Limited (“Palo”) and Wynn Resorts (Macau), S.A. (“Wynn Macau”), each an indirect subsidiary ofWynn Macau, Limited, formally accepted the terms and conditions of a draft land concession contract from the Macau government for approximately 51acres of land in the Cotai area of Macau. On May 2, 2012, the land concession contract was gazetted by the government of Macau evidencing the final step inthe granting of the land concession.The initial term of the land concession contract is 25 years from May 2, 2012, and it may be renewed with government approval for successive periods.The total land premium payable, including interest as required by the land concession contract, is $193.4 million. An initial payment of $62.5 million waspaid in December 2011, with eight additional semi-annual payments of approximately $16.4 million each (including interest at 5%) which began in November2012. As of December 31, 2013, the Company has recorded this obligation and related asset with $29.3 million included as a current liability and $46.8million included as a long-term liability. The Company will also be required to make annual lease payments of $0.8 million during the resort constructionperiod and annual lease payments of approximately $1.1 million once the development is completed.On the land subject to the land concession discussed above, we are currently constructing Wynn Palace, a full-scale integrated resort containing a 1,700-room hotel, performance lake, meeting space, casino, spa, retail offerings and food and beverage outlets. The total project budget, including constructioncosts, capitalized interest, pre-opening expenses, land costs and financing fees, is $4 billion. As of December 31, 2013, we have invested $703.7 million in theproject. We continue to remain on schedule for an opening in the first half of 2016.On July 29, 2013, Wynn Macau and Palo executed a guaranteed maximum price construction (“GMP”) contract with Leighton Contractors (Asia)Limited, acting as the general contractor. Under the GMP contract, the general contractor is responsible for both the construction and design of the project. Thegeneral contractor is obligated to substantially complete the project in the first half of 2016 for a guaranteed maximum price of HK$20 billion (approximately$2.57 billion). An early completion bonus for achievement of substantial completion on or before January 25, 2016, will be paid to the general contractor ifcertain conditions are satisfied under the GMP contract. Both the contract time and guaranteed maximum price are subject to further adjustment under certainspecified conditions. The performance of the general contractor is backed by a full completion guarantee given by Leighton Holdings Limited, the parentcompany of the general contractor, as well as a performance bond for 5% of the guaranteed maximum price. 4Table of ContentsOur 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 toour international customer base.Our resorts are designed, built and operated to provide a premium experience for our guests. Our business is dependent upon repeat visitation from ourguests and we believe superior customer experience and service is the best marketing strategy to attract and retain our customers. Our company heavilyemphasizes human resources and staff training to ensure our employees are prepared to provide the luxury service that our guests expect. We market ourresorts directly to gaming customers using database marketing techniques, as well as traditional incentives, including reduced room rates and complimentarymeals and suites. Our rewards system offers discounted and complimentary meals, lodging and entertainment for our guests. We also create general marketawareness for our resorts through various media channels, including social media, television, radio, newspapers, magazines, the internet, direct mail andbillboards.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 125-person design, development and construction subsidiary,the senior management of which has significant experience in all major construction disciplines.For the sixth consecutive year, Wynn Macau and The Spa at Wynn Macau received the Forbes five-star distinction, while Encore at Wynn Macau andthe Spa at Encore at Wynn Macau received the Forbes five-star distinction for the second consecutive year. For the eighth consecutive year, The Tower Suitesat Wynn Las Vegas has received the Forbes five-star distinction. The Spa at Wynn Las Vegas earned five-star recognition from Forbes for the sixth year in arow. The Tower Suites at Encore and the Spa at Encore are also recipients of the Forbes five-star distinction. In addition, a number of restaurants in our resortshave earned star-distinction from Forbes, with 38 stars in total for the current year.We continually seek out new opportunities for additional gaming or related businesses, in the United States, and worldwide. On November 11, 2013,we announced that our Board had elected to withdraw the previously filed application for a gaming license in Pennsylvania. We have made an application for agaming license in Massachusetts. The process is competitive and we do not expect to know the outcome until the end of the first half of 2014. Proceeding withthis project will require significant expenditure of Company funds. In addition, we are exploring expansion opportunities in other international jurisdictions.Market and CompetitionThe casino resort industry is highly competitive. Both our Macau Operations and our Las Vegas Operations compete with other high-quality casinoresorts. Resorts located on or near our properties compete on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment,themes and size, among other factors. We seek to differentiate our Macau and Las Vegas resorts from other major resorts by concentrating on our fundamentalelements of superior design, atmosphere, personal service and luxury.MacauMacau is governed as a special administrative region of China and is located approximately 37 miles southwest of, and approximately one hour awayvia ferry from, Hong Kong. Macau, which has been a casino destination for more than 50 years, consists principally of a peninsula on mainland China, withtwo neighboring islands, Taipa and Coloane, between which the Cotai area is located. In 2002, the government of Macau ended a 5Table of Contents40 year monopoly of the conduct of gaming operations by conducting a competitive process resulting in the issuance of concessions to conduct gamingoperations to three concessionaires (including Wynn Macau), who in turn were permitted, subject to the approval of the government of Macau, to each grantone subconcession, resulting in a total of six gaming concessionaires. In addition to Wynn Macau, each of Sociedade de Jogos de Macau (“SJM”) and GalaxyEntertainment Group Limited are primary concessionaires and Sands China Ltd., Melco Crown and MGM China Holdings Limited operate undersubconcessions. There is no limit to the number of casinos each concessionaire is permitted to operate, but each facility is subject to government approval.Currently, there are 35 operating casinos in Macau.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 $45.2 billion in gaming revenue in 2013, an 18.6% increase over theapproximately $38.1 billion generated in 2012, and a significant increase over the approximately $2.9 billion generated in 2002.Macau’s gaming market is primarily dependent on tourists. Tourist arrivals in 2013 were 29.3 million, compared to 28.1 million in 2012. The Macaumarket has also experienced tremendous growth in capacity in the last several years. As of December 31, 2013, there were 27,764 hotel rooms, 5,750 tablegames and 13,106 slot machines in Macau, compared to 12,978 hotel rooms, 2,762 table games and 6,546 slot machines 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 Malaysia. According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, approximately 90% of the tourists who visitedMacau in 2013 came from Hong Kong, mainland China and Taiwan. Travel to Macau by citizens of mainland China requires a visa. Chinese governmentofficials have, on occasion, exercised their authority to adjust the visa policy and may do so in the future.Wynn Macau faces competition from casinos located throughout Asia, as well as other major gaming centers located around the world, includingSingapore, Australia, Las Vegas and cruise ships in Asia that offer gaming.Las VegasLas Vegas is the largest gaming market in the United States. During 2013, the economic environment in the gaming and hotel markets in Las Vegascontinued to improve with increased levels of gaming revenue and hotel room demand. While these gaming and hotel statistics have increased from prior yearlevels, uncertainty still exists in the Las Vegas market. During 2013, the average daily room rate increased 2.4%, visitation remained relatively flat at39.7 million visitors, and Las Vegas Strip gaming revenues increased 4.8%, all as compared to the year ended December 31, 2012. During 2012, the averagedaily room rate increased 2.8%, visitation increased 2.1% to 39.7 million visitors, and Las Vegas Strip gaming revenues increased 2.3%, all as compared tothe year ended December 31, 2011.Our Las Vegas Operations are located on the Las Vegas Strip and compete with other high-quality resorts and hotel casinos in Las Vegas. Our Las VegasOperations also compete, to some extent, with other casino resorts in Nevada and throughout the United States, and elsewhere in the world. The legalization ofcasino gaming in or near metropolitan areas from which we attract customers could have a negative effect on our business. New or renovated casinos in Asia,including Singapore, the Philippines, South Korea and Macau, could draw gaming customers away from Las Vegas. 6Table of ContentsGeographic DataGeographic data are reported in Item 8—“Financial Statements and Supplementary Data”, Note 17 “Segment Information.” Additional financial dataabout our geographic operations is provided in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations”.Regulation and LicensingMacauGeneral. As a casino concessionaire, Wynn Macau, an indirect 72.3% owned 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, form 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 applicable taxes,according to the rate in effect as set by the government, from any commissions paid to games promoters. The withholding rate may be adjusted from time totime.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 directors and its key employees must be found suitable. Applicants are required to pay the cost of licenseinvestigations, and are required to maintain suitability standards during the period of licensure. The term of a games promoters’ license is one calendar year,and licenses can be renewed for additional periods upon the submission of renewal applications. Natural person junket representative licensees are subject to asuitability verification process every three years and business entity licensees are subject to the same requirement every six years. The Gaming Inspection andCoordination Bureau (“DICJ”) implemented certain instructions in 2009, 7Table of Contentswhich have the force of law, relating to commissions paid to, and by, games promoters. Such instructions also impose certain financial reporting and auditrequirements on games 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 may also 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 and the Macau government required Wynn Macau to construct and operateone or more casino gaming properties in Macau, including, at a minimum, one full-service casino resort by the end of December 2006, and to invest not lessthan a total of 4 billion Macau patacas (approximately $500 million) in Macau-related projects by June 2009. These obligations were satisfied upon theopening of Wynn Macau in 2006.Wynn Macau was also obligated to obtain, and did obtain, a 700 million Macau pataca (approximately $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 Macau patacas(approximately $37 million) for the period from April 1, 2007 until 180 days after the end of the term of the concession agreement. This guarantee, which isfor the benefit of the Macau government, assures Wynn Macau’s performance under the casino concession agreement, including the payment of premiums,fines and indemnity for any material failure to perform the concession agreement. Wynn Macau is obligated, upon demand by BNU, to promptly repay anyclaim made on the guarantee by the Macau government. BNU is currently paid an annual fee by Wynn Macau for the guarantee of approximately 5.2 millionpatacas (approximately $0.7 million).The government of Macau may redeem the concession beginning on June 24, 2017, and in such event Wynn Macau will be entitled to fair compensationor indemnity. The amount of such compensation or indemnity will be determined based on the amount of revenue generated during the tax year prior to theredemption multiplied for the remaining years under the concession.The government of Macau may unilaterally rescind the concession if Wynn Macau 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: • 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; 8Table of Contents • 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 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 would be entitled to reasonable compensation.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 9Table of ContentsLas Vegas, LLC and to be registered by the Nevada Gaming Commission as an intermediary company. In addition to being licensed, Wynn Las Vegas, LLC,as an issuer of debt securities registered with the SEC, also qualified as a registered company. Wynn Las Vegas Capital Corp., a co-issuer of the debtsecurities, was not required to be registered or licensed, but may be required 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 licenses and approvals from the Nevada Gaming Authorities. The Nevada GamingAuthorities may investigate any individual who has a material relationship to or material involvement with us to determine whether the individual is suitable orshould be licensed as a business associate of a gaming licensee. Certain of our officers, directors and key employees have been or may be required to fileapplications with the Nevada Gaming Authorities and are or may be required to be licensed or found suitable by the Nevada Gaming Authorities. Allapplications required as of the date of this report have been filed. However, the Nevada Gaming Authorities may require additional applications and may alsodeny an application for licensing for any reason which they deem appropriate. A finding of suitability is comparable to licensing, and both require submissionof detailed personal and financial information followed by a thorough investigation. An applicant for licensing or an applicant for a finding of suitability mustpay or must cause to be paid all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities and, inaddition to their authority to deny an application for a finding of suitability or licensing, the Nevada Gaming Authorities have the jurisdiction to disapprove achange 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.On February 18, 2012, Wynn Resorts’ Gaming Compliance Committee concluded an investigation after receiving an independent report by Freeh,Sporkin & Sullivan, LLP (the “Freeh Report”) detailing a pattern of 10Table of Contentsmisconduct by Aruze USA, Inc. (at the time a stockholder of Wynn Resorts), Universal Entertainment Corporation, Aruze USA, Inc.’s parent company, andKazuo Okada, (the majority shareholder of Universal Entertainment Corporation and a former member of the Board of Directors of Wynn Resorts and WynnMacau, Limited) (collectively, the “Okada Parties”).Based on the Freeh Report, the Board of Directors of Wynn Resorts determined that the Okada Parties are “unsuitable persons” under Article VII of theCompany’s articles of incorporation. The Board of Directors was unanimous (other than Mr. Okada) in its determination. After authorizing the redemption ofthe Aruze shares, the Board of Directors took certain actions to protect the Company and its operations from any influence of an unsuitable person, includingplacing limitations on the provision of certain operating information to unsuitable persons and formation of an Executive Committee of the Board to manage thebusiness and affairs of the Company during the period between each annual meeting. The Charter of the Executive Committee provides that “UnsuitablePersons” are not permitted to serve on the Committee. All members of the Board, other than Mr. Okada, were appointed to the Executive Committee onFebruary 18, 2012. The Board of Directors also requested that Mr. Okada resign as a director of Wynn Resorts (under Nevada corporation law, a board ofdirectors does not have the power to remove a director) and recommended that Mr. Okada be removed as a member of the Board of Directors of Wynn Macau,Limited. In addition, on February 18, 2012, Mr. Okada was removed from the Board of Directors of Wynn Las Vegas Capital Corp., an indirect whollyowned subsidiary of Wynn Resorts. On February 24, 2012, Mr. Okada was removed from the Board of Directors of Wynn Macau, Limited and onFebruary 22, 2013, he was removed from the Board of Directors of Wynn Resorts by a stockholder vote in which 99.6% of the over 86 million shares votedwere cast in favor of removal. Additionally, Mr. Okada resigned from the Board of Directors of Wynn Resorts on February 21, 2013. Although the Companyhas retained the structure of the Executive Committee, the Board has resumed its past role in managing the business and affairs of the Company.Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed and cancelled Aruze USA, Inc.’s24,549,222 shares of Wynn Resorts’ common stock. The Company engaged an independent financial advisor to assist in the fair value calculation andconcluded that a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the shares held by AruzeUSA, Inc. under the terms of the Stockholders Agreement (as defined below). Pursuant to its articles of incorporation, Wynn Resorts issued the RedemptionPrice Promissory Note (the “Redemption Note”) to Aruze USA, Inc. in redemption of the shares. The Redemption Note has a principal amount of $1.94billion, matures on February 18, 2022 and bears interest at the rate of 2% per annum, payable annually in arrears on each anniversary of the date of theRedemption Note. The Company may, in its sole and absolute discretion, at any time and from time to time, and without penalty or premium, prepay thewhole or any portion of the principal or interest due under the Redemption Note. In no instance shall any payment obligation under the Redemption Note beaccelerated except in the sole and absolute discretion of Wynn Resorts or as specifically mandated by law. The indebtedness evidenced by the Redemption Noteis and shall be subordinated in right of payment, to the extent and in the manner provided in the Redemption Note, to the prior payment in full of all existingand future obligations of Wynn Resorts or any of its affiliates in respect of indebtedness for borrowed money of any kind or nature.The Okada Parties have challenged the redemption of Aruze USA, Inc.’s shares and the Company is currently involved in litigation with those partiesas well as related shareholder derivative litigation. See Item 1A—“Risk Factors”, Item 3—“Legal Proceedings” and Item 8—“Financial Statements andSupplementary Data”, Note 16 “Commitments and Contingencies”. The outcome of these various proceedings cannot be predicted. The Company’s claimsand the Okada Parties’ counterclaims are in a preliminary stage and management has determined that based on proceedings to date, it is currently unable todetermine the probability of the outcome of this matter or the range of reasonably possible loss, if any. An adverse judgment or settlement involving payment ofa material amount could cause a material adverse effect on our financial condition. 11Table of ContentsConsequences 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 found suitable is a corporation, partnership, limited partnership,limited liability company or trust, it must submit detailed business and financial information including a list of its beneficial owners. The applicant must payall costs of the investigation incurred by the Nevada Gaming Authorities in conducting 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 12Table of Contentsholder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make the disclosure may be grounds forfinding the record holder unsuitable. We are required to provide maximum assistance in determining the identity of the beneficial owner of any of WynnResorts’ voting securities. The Nevada Gaming Commission has the power to require the stock certificates of any registered company to bear a legendindicating that the securities are subject to the Nevada Gaming Control Act. The certificates representing shares of Wynn Resorts’ common stock note that theshares are subject to a right of redemption and other restrictions set forth in Wynn Resorts’ articles of incorporation and bylaws and that the shares are, ormay become, subject to restrictions imposed by applicable gaming laws.Consequences 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 21, 2013, the Nevada Gaming Commission granted us and Wynn Las Vegas, LLC prior approval, subject to certainconditions, to make public offerings for a period of three 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 13Table of Contentsorder by the Chairman of the Nevada State Gaming Control Board. The Shelf Approval does not constitute a finding, recommendation or approval by any ofthe Nevada Gaming Authorities as to the accuracy or adequacy of the offering memorandum or the investment merits of the securities. Any representation to thecontrary 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.Entities 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 14Table of ContentsCommission. Licensees and registrants are required to comply with the foreign gaming reporting requirements imposed by the Nevada Gaming Control Act. Alicensee 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; • 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 are 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.Other RegulationsIn addition to gaming regulations, we are subject to extensive local, state, federal and foreign laws and regulations in the jurisdictions in which weoperate. These include, but are not limited to, laws and regulations relating to alcoholic beverages, environmental matters, employment and immigration,currency and other transactions, taxation, zoning and building codes, marketing and advertising, lending, debt collection, privacy, telemarketing, moneylaundering, laws and regulations administered by the Office of Foreign Assets Control, and anti-bribery laws, including the Foreign Corrupt Practices Act.Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Any material changes,new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our business and operatingresults.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, 2013, we had a total of approximately 16,500 full-time equivalent employees (including approximately 7,000 in Macau and 9,500in Las Vegas).We entered into a ten year collective bargaining agreement with the Culinary and Bartenders Union local covering approximately 5,575 employees at ourLas Vegas Operations that will expire in 2015. We also entered into a ten year collective bargaining agreement with the Transportation Workers Union inNovember 2010, which covers the table games dealers at Wynn Las Vegas. Certain other unions may seek to organize the workers of our Las VegasOperations. 15Table 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.” 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,” “WYNN PALACE” and “ENCORE.” Some of the applications are based upon ongoing use and others are based upona bona fide intent to use 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 StatementsWe make forward-looking statements in this Annual Report on Form 10-K based upon the beliefs and assumptions of our management and oninformation currently available to us. Forward-looking statements 16Table of Contentsinclude, but are not limited to, information about our business strategy, development activities, competition and possible or assumed future results ofoperations, throughout this report and are often preceded by, followed by or include the words “may,” “will,” “should,” “would,” “could,” “believe,”“expect,” “anticipate,” “estimate,” “intend,” “plan,” “continue” or the negative of these terms or similar expressions.Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those we expressin these forward-looking statements, including the risks and uncertainties in Item 1A—“Risk Factors” and other factors we describe from time to time in ourperiodic filings with the SEC, such as: • our dependence on Stephen A. Wynn and existing management; • regulatory or enforcement actions and probity investigations; • potential violations of law by Mr. Kazuo Okada, a former shareholder of ours; • changes in the valuation of the promissory note we issued in connection with the redemption of Mr. Okada’s shares; • any violations by us of the Foreign Corrupt Practices Act or federal anti-money laundering laws; • pending or future legal proceedings; • decreases in levels of travel, leisure and consumer spending; • fluctuations in occupancy rates and average daily room rates; • competition in the casino/hotel and resort industries and actions taken by our competitors; • uncertainties over the development and success of new gaming and resort properties; • new development and construction activities of competitors; • our dependence on a limited number of resorts and locations for all of our cash flow; • adverse tourism and trends reflecting current domestic and international economic conditions; • general global macroeconomic conditions; • doing business in foreign locations such as Macau; • changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions); • the effect of environmental regulation on management and construction of projects; • our current and future insurance coverage levels; • our subsidiaries’ ability to pay us dividends and distributions; • our ability to protect our intellectual property rights; • our relationships with Macau games promoters; • our ability to maintain our customer relationships and collect and enforce gaming debts; • the maintenance of our concession from the Macau government; • changes in exchange rates; • cybersecurity risk including misappropriation of customer information or other breaches of information security; • changes in U.S. laws regarding healthcare; • changes in federal, foreign, or state tax laws or the administration of such laws; 17Table of Contents • approvals under applicable jurisdictional laws and regulations (including gaming laws and regulations); • volatility and weakness in world-wide credit and financial markets and from governmental intervention in the financial markets; • conditions precedent to funding under our credit facilities; • continued compliance with all provisions in our credit agreements; • leverage and debt service (including sensitivity to fluctuations in interest rates); • restrictions or conditions on visitation by citizens of mainland China to Macau; • the impact that an outbreak of an infectious disease or the impact of extreme weather patterns or a natural disaster may have on the travel andleisure industry; and • the consequences of military conflicts and any future security alerts and/or terrorist attacks.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 available to us at thetime this statement is made. We undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, futuredevelopments or otherwise. ITEM 1A.RISK FACTORSYou should carefully consider the risk factors set forth below, as well as the other information contained in this Annual Report on Form 10-K, regardingmatters which could have an adverse effect, including a material one, on our business, financial condition, results of operations and cash flows. Additionalrisks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business,financial condition, results of operations and cash flows.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.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. The resulting decreased visitation would negatively affect our revenues and results of operations. 18Table of ContentsPotential violations of law by Mr. Okada (former director and formerly the largest beneficial owner of our shares) and his affiliates could haveadverse consequences to the Company.On February 18, 2012, the Board of Directors of Wynn Resorts received a report from Freeh, Sporkin & Sullivan, LLP detailing numerous instancesof conduct constituting prima facie violations of the Foreign Corrupt Practices Act (the “FCPA”) by Kazuo Okada (formerly the largest beneficial owner of ourshares) and certain of his affiliates. See Item 3—“Legal Proceedings” and Item 8—“Financial Statements and Supplementary Data”, Note 16 “Commitmentsand Contingencies.” The Company has provided the Freeh Report to applicable regulators and has been cooperating with related investigations of suchregulators. The conduct of Mr. Okada and his affiliates and the outcome of any resulting regulatory findings could have adverse consequences to theCompany. A finding by regulatory authorities that Mr. Okada violated the FCPA on Company property and/or otherwise involved the Company in criminal orcivil violations could result in actions by regulatory authorities against the Company. Relatedly, regulators have and may pursue separate investigations intothe Company’s compliance with applicable laws in connection with the Okada matter, as discussed in Item 3—“Legal Proceedings”. While the Companybelieves that it is in full compliance with all applicable laws, any such investigations could result in actions by regulators against the Company, which couldnegatively affect the Company’s financial condition or results of operations.Mr. Okada and his affiliates have challenged the redemption of Aruze USA, Inc.’s Shares. An adverse judgment or settlement resulting fromthe related litigation could reduce our profits or limit our ability to operate our business.On February 18, 2012, after receiving the Freeh Report, the Board of Directors of Wynn Resorts determined that Aruze USA, Inc., UniversalEntertainment Corporation and Mr. Kazuo Okada (collectively, the “Okada Parties”) 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 3—“Legal Proceedings” andItem 8—“Financial Statements and Supplementary Data”, Note 16 “Commitments and Contingencies”. On February 19, 2012, Wynn Resorts filed acomplaint in the Eighth Judicial District Court, Clark County, Nevada against the Okada Parties (as amended, the “Complaint”), alleging breaches offiduciary duty and related claims (the “Redemption Action”) arising from the activities addressed in the Freeh Report. The Company is seeking compensatoryand special damages as well as a declaration that it acted lawfully and in full compliance with its articles of incorporation, bylaws and other governingdocuments in redeeming and cancelling the shares of Aruze, USA, Inc. On March 12, 2012, the Okada Parties filed an answer denying the claims and acounterclaim (as amended, the “Counterclaim”) against the Company, each of the members of the Company’s Board of Directors (other than Mr. Okada) andWynn Resorts’ General Counsel (collectively, the “Wynn Parties”), seeking, among other things a declaration that the redemption of Aruze USA, Inc.’s shareswas void, an injunction restoring Aruze USA, Inc.’s share ownership, damages in an unspecified amount and rescission of the Amended and RestatedStockholders Agreement, dated as of January 6, 2010, by and among Aruze USA, Inc., Stephen A. Wynn, and Elaine Wynn (the “Stockholders Agreement”).In connection with the Redemption Action and Counterclaim (1) various Okada Parties filed a complaint in the Tokyo District Court against the Company, allmembers of the Board (other than Mr. Okada) and the Company’s General Counsel alleging that the press release issued by the Company in connection withthe Redemption Action has damaged their social evaluation and credibility and seeking damages and legal fees, (2) four federal derivative actions werecommenced against the Company and all members of its Board of Directors, (3) two state derivative actions were commenced against the Company and allmembers of its Board of Directors and (4) regulatory inquiries and investigations were initiated against the Company. See Item 3—“Legal Proceedings”, for afull description of these matters and status as of the date of this report. The Company is vigorously pursuing its claims against the Okada Parties, andtogether with the other counter-defendants, vigorously defending against the Counterclaims and other actions asserted against them. However, as with alllitigation, the outcome of these proceedings cannot be predicted. Any adverse judgments or settlements involving payment of a material sum of money couldcause a material adverse effect on our financial condition and results of operations and could expose us to additional claims by third parties, including currentor former investors or regulators. Any adverse judgments or settlements would reduce our profits and could limit our ability to operate our business. 19Table of ContentsChange in valuation of our Redemption Price Promissory Note could have a negative impact on our results of operations.In connection with the redemption of the shares previously held by Aruze USA, Inc., we recorded the fair value of the Redemption Note of approximately$1.94 billion in accordance with applicable accounting guidance. We utilized an independent third party valuation to assist in the determination of this fairvalue. In determining this fair value, we estimated the Redemption Note’s present value using discounted cash flows with a probability weighted expectedreturn for redemption assumptions and a discount rate which included time value and non-performance risk adjustments commensurate with risk of theRedemption Note.Considerations for the redemption assumptions included the stated maturity of the Redemption Note, uncertainty of the related cash flows as well aspotential effects of the following: uncertainties surrounding the potential outcome and timing of pending litigation with the Okada Parties (seeItem 8—“Financial Statements and Supplementary Data”, Note 16—“Commitments and Contingencies”); the outcome of on-going investigations of AruzeUSA, Inc. by the United States Attorney’s Office, the U.S. Department of Justice and by the Nevada Gaming Control Board; and other potential legal andregulatory actions. In addition, in the furtherance of various future business objectives, we considered our ability, at our sole option, to prepay the RedemptionNote at any time in accordance with its terms without penalty. Accordingly, we reasonably determined that the estimated life of the Redemption Note could beless than the contractual life of the Redemption Note.In determination of the appropriate discount rate to be used in the estimated present value, the Redemption Note’s subordinated position relative to allother debt in our capital structure and credit ratings associated our traded debt were considered. Observable inputs for the risk free rate based on FederalReserve rates for U.S. Treasury securities and credit risk spread based on a yield curve index of similarly rated debt was used. As a result of this analysis, weconcluded the Redemption Notes’ stated rate of 2% approximated a market rate.A change in any of the assumptions discussed above could result in a change in the fair value of this Redemption Note and significantly impact ourresults of operations.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 and thereby have a negative impact on the trading prices of their respective shares. The disputes may also lead to additionalscrutiny from regulators, which could lead to investigations relating to, and possibly a negative impact on, the Company’s gaming licenses, and possiblyhave a negative impact on the Company’s ability to bid successfully for new gaming market opportunities.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 also deal with significant amounts of cashin our operations and are subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws or regulations byany of our resorts could have a negative effect on our results of operations. Compliance with international and U.S. laws and regulations that apply to ourinternational operations also increases our cost of doing business in foreign jurisdictions. 20Table of ContentsWe are subject to regulations imposed by the FCPA and other anti-corruption laws that generally prohibit U.S. companies and their intermediaries fromoffering, promising, authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business. Violations ofthe FCPA 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 ofJustice have increased their enforcement activities with respect to the FCPA.Internal control policies and procedures and employee training and compliance programs that we have implemented to deter prohibited practices may notbe effective in prohibiting our directors, employees, contractors or agents from violating or circumventing our policies and the law. If our directors, employeesor agents fail to comply with applicable laws or Company policies governing our international operations, the Company may face investigations, prosecutionsand other legal proceedings and actions which could result in civil penalties, administrative remedies and criminal sanctions. Any future governmentinvestigations, prosecutions or other legal proceedings or actions, however, could have a negative impact on us.Kazuo Okada, one of our former directors, failed to comply with internal training in these matters and failed to return to the Company an executedAcknowledgment agreeing to comply with the Company’s Code of Business Conduct and Ethics. For additional information on the Freeh Report, whichdetailed numerous instances of conduct constituting prima facie violations of the FCPA by Mr. Okada and certain of his affiliates, and the redemption ofAruze USA, Inc.’s shares, see Item 8—“Financial Statements and Supplementary Data”, Note 16 “Commitments and Contingencies.” On February 19,2012, the Company filed a complaint in Nevada state court against Mr. Okada and other entities alleging, among other things, breach of fiduciary duty inconnection with alleged violations of the FCPA. For a detailed description of the legal proceedings between the Company and Mr. Okada and his affiliates, seeItem 3—“Legal Proceedings.”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, an 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.Our casino, hotel, convention and other facilities face intense competition, which may increase in the future.The casino/hotel industry is highly competitive. Resorts located on or near the Las Vegas Strip compete with other Las Vegas Strip hotels and with otherhotel casinos in Las Vegas on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment, theme and size, among otherfactors.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.Our Macau operations also face intense competition. Currently there are 35 operating casinos in Macau. We hold a concession under one of only threegaming concessions and three subconcessions authorized by the Macau government to operate casinos in Macau. The Macau government has had the ability togrant additional gaming 21Table of Contentsconcessions since April 2009. If the Macau government were to allow additional competitors to operate in Macau through the grant of additional concessions orsubconcessions, we would face additional competition, which could have a material adverse effect on our business, financial condition, results of operationsand cash flows. 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.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 Macau Operations and Las Vegas Operations for all of our operating cash flow. As a result, we are subject to agreater degree of risk than a gaming company with more operating properties or greater geographic diversification. The risks to which we have a greater degreeof 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; • a decrease in gaming and non-casino activities at our resorts; and • the outbreak of infectious diseases.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.Development costs of Wynn Palace may be higher than expected.The total project budget, including construction costs, capitalized interest, pre-opening expenses, land costs and financing fees, is $4 billion.These projected development costs reflect our best estimates and the actual development costs may be higher than expected. Owners’ contingencies thathave been set aside to cover cost overruns may be insufficient to cover the full amount of such overruns. If these contingencies are not sufficient to cover thesecosts, we may not have the funds required to pay the excess costs and Wynn Palace may not be completed. Failure to complete Wynn Palace would negativelyaffect our financial condition, our results of operations and our ability to pay our debt.There are significant risks associated with the construction of Wynn Palace, which could have an adverse effect on our financial condition,results of operations or cash flows from this planned facility.Major construction projects of the scope and scale of Wynn Palace entail significant risks, including: • shortages of materials or skilled labor; • unforeseen engineering, environmental and/or geological problems; 22Table of Contents • work stoppages; • delays or interference from severe weather or natural disasters; • unanticipated cost increases; and • unavailability of construction equipment.Construction, equipment or staffing problems or difficulties in obtaining any of the requisite licenses, permits and authorizations from regulatoryauthorities could increase the total cost, delay or prevent the construction or opening or otherwise affect the design and features of Wynn Palace.We anticipate that only some of the subcontractors engaged for these projects will post bonds guaranteeing timely completion of the subcontractor’s workand payment for all of that subcontractor’s labor and materials. These bonds may not be adequate to ensure completion of the work.Our Wynn Palace facility may not commence operations on schedule and construction costs for this project may exceed budgeted amounts. Failure tocomplete this project on schedule or within budget may have a significant negative effect on us and on our ability to make payments on our debt.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 material adverse effect on our business, financial condition, results ofoperations and cashflows. A downturn in economic conditions in the countries in which these customers reside could cause a further reduction in thefrequency of visits by and revenue generated from these customers.We conduct our gaming activities on a credit as well as a cash basis. This credit is unsecured. We will extend credit to those customers whose level ofplay and financial resources, in the opinion of management, warrant such an extension. The collectability of receivables from international customers could benegatively affected by future business or economic trends or by significant events in the countries in which these customers reside.In 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 changes in economic conditions may make it more difficult to assess creditworthinessand more difficult to collect the full amount of any gaming debt owed to us. Our inability to collect gaming debts could have a significant negative impact onour 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 23Table of ContentsMacau. To the extent our gaming customers are visitors from other jurisdictions, we may not have access to a forum in which we will be able to collect all ofour gaming receivables because, among other reasons, courts of many jurisdictions do not enforce gaming debts and we may encounter forums that will refuseto 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.We are subject to extensive state and local regulation and licensing and gaming authorities have significant control over our operations. Thecost of compliance or failure to comply with such regulations and authorities could have a negative effect on our business.The operations of our resorts are contingent upon our obtaining and maintaining all necessary licenses, permits, approvals, registrations, findings ofsuitability, orders and authorizations in the jurisdictions in which our resorts are located. The laws, regulations and ordinances requiring these licenses,permits and other approvals generally relate to the responsibility, financial stability and character of the owners and managers of gaming operations, as well aspersons financially interested or involved in gaming operations. The Nevada Gaming Commission may require the holder of any debt or securities we orWynn Las Vegas issue to file applications, be investigated and be found suitable to own Wynn Resorts’ securities if it has reason to believe that the securityownership would be inconsistent with the declared policies of the State of Nevada.The Company’s articles of incorporation also provide that, to the extent required by the gaming authority making the determination of unsuitability or tothe extent 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, receiptof, 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.On February 18, 2012, the Board of Directors of Wynn Resorts received the Freeh Report. See Item 3—“Legal Proceedings”, and Item 8—“FinancialStatements and Supplementary Data”, Note 16 “Commitments and Contingencies.” 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 3—“Legal Proceedings” andItem 8—“Financial Statements and Supplementary Data”, Note 16 “Commitments and Contingencies”.Nevada regulatory authorities also have broad powers to request detailed financial and other information, to limit, condition, suspend or revoke aregistration, gaming license or related approvals, approve changes in our operations and levy fines or require forfeiture of assets for violations of gaming lawsor regulations. Complying with gaming laws, regulations and license requirements is costly. Any change in the Nevada laws, regulations or licenses applicableto our business or a violation of any current or future laws or regulations applicable to our business or gaming licenses could require us to make substantialexpenditures and forfeit assets, and would negatively affect our gaming operations.Wynn Macau’s operations are subject to unique risks. Failure to adhere to the regulatory and gaming environment in Macau could result in therevocation of Wynn Macau’s concession or otherwise negatively affect its operations in Macau. Moreover, we are subject to the risk that U.S. regulators coulddetermine that Macau’s gaming regulatory framework has not developed in a way that would permit us to conduct operations in Macau in a manner consistentwith the way in which we intend, or the Nevada gaming authorities require us, to conduct our operations in the United States. 24Table of ContentsOur information technology and other systems are subject to cyber security risk including misappropriation of customer information or otherbreaches of information security.We rely on information technology and other systems to maintain and transmit customer financial information, credit card settlements, credit cardfunds transmissions, mailing lists and reservations information. The systems and processes we have implemented to protect customers, employees andcompany information are subject to the ever-changing risk of compromised security. These risks include cyber and physical security breaches, systemfailure, computer viruses, and negligent or intentional misuse by customers, company employees, or employees of third party vendors. The steps we take todeter and mitigate these risks may not be successful and our insurance coverage for protecting against cybersecurity risks may not be sufficient. Anydisruption, compromise or loss of data or systems that results from a cybersecurity attack or breach could materially adversely impact, operations orregulatory compliance and could result in remedial expenses, fines, litigation, and loss of reputation, potentially impacting our financial results.Our insurance coverage may not be adequate to cover all possible losses that we could suffer, including losses resulting from terrorism, andour insurance costs may increase.We have comprehensive property and liability insurance policies for our properties with coverage features and insured limits that we believe arecustomary in their breadth and scope. However, in the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full marketvalue or replacement cost of our lost investment or could result in certain losses being totally uninsured. As a result, we could lose some or all of the capital wehave invested in a property, as well as the anticipated future revenue from the property, and we could remain obligated for debt or other financial obligationsrelated to the property.Market forces beyond our control may limit the scope of the insurance coverage we can obtain in the future or our ability to obtain coverage at reasonablerates. Certain catastrophic losses may be uninsurable or too expensive to justify obtaining insurance. As a result, if we suffer such a catastrophic loss, wemay not be successful in obtaining future insurance without increases in cost or decreases in coverage levels. Furthermore, our debt instruments and othermaterial agreements require us to maintain a certain minimum level of insurance. Failure to satisfy these requirements could result in an event of default underthese debt instruments or material agreements, which would negatively affect our business and financial condition.Our business is particularly sensitive to the willingness of our customers to travel. Acts of terrorism, regional political events and developmentsin the conflicts in certain countries could cause severe disruptions in air travel that reduce the number of visitors to our facilities, resulting in amaterial adverse effect on our business and financial condition, results of operations or cash flows.We are dependent on the willingness of our customers to travel. Only a small amount of our business is and will be generated by local residents. Most ofour customers travel to reach our Las Vegas and Macau properties. Acts of terrorism may severely disrupt domestic and international travel, which wouldresult in a decrease in customer visits to Las Vegas and Macau, including our properties. Regional conflicts could have a similar effect on domestic andinternational travel. Disruptions in air or other forms of travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would have anadverse effect on our business and financial condition, results of operations or cash flows.We are a parent company and our primary source of cash is and will be distributions from our subsidiaries.We are a parent company with limited business operations of our own. Our main asset is the capital stock of our subsidiaries. We conduct most of ourbusiness operations through our direct and indirect subsidiaries. Accordingly, our primary sources of cash are dividends and distributions with respect to ourownership interests in our subsidiaries that are derived from the earnings and cash flow generated by our operating properties. Our subsidiaries might notgenerate sufficient earnings and cash flow to pay dividends or distributions in the future. 25Table of ContentsOur subsidiaries’ payments to us will be contingent upon their earnings and upon other business considerations. In addition, our subsidiaries’ debtinstruments and other agreements limit or prohibit certain payments of dividends or other distributions to us. We expect that future debt instruments for thefinancing of our other developments will contain similar restrictions. An inability of our subsidiaries to pay us dividends and distributions would have asignificant negative effect on our liquidity.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.Our intellectual property assets, especially the logo version of “Wynn,” are among our most valuable assets. We have filed applications with the PTOand with various foreign patent and trademark registries including registries in Macau, China, Hong Kong, Singapore, Taiwan, Japan, certain Europeancountries and various other jurisdictions throughout the world, to register a variety of WYNN-related trademarks and service marks in connection with avariety of goods and services. These marks include “WYNN RESORTS,” “WYNN DESIGN AND DEVELOPMENT,” “WYNN LAS VEGAS,”“WYNN MACAU,” “WYNN PALACE” and “ENCORE.” Some of the applications are based upon ongoing use and others are based upon a bona fideintent 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.Furthermore, due to the increased use of technology in computerized gaming machines and in business operations generally, other forms of intellectualproperty rights (such as patents and copyrights) are becoming of increased relevance. It is possible that, in the future, third parties might assert superiorintellectual property rights or allege that their intellectual property rights cover some aspect of our operations. The defense of such allegations may result insubstantial expenses, and, if such claims are successfully prosecuted, may have a material impact on our business. 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.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 U.S. and in Macau. Changes in the rates of taxation, the amount of taxes we oweand the time when income is subject to taxation, our ability to claim U.S. foreign tax credits, failure to renew our Macau dividend agreement and Macauincome tax exemption after 2015 and the imposition of foreign withholding taxes could increase our overall rate of taxation.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 affected by hazardous substances. Under these and other environmental requirements wemay be required to 26Table of Contentsinvestigate and clean up hazardous or toxic substances or chemical releases at our property. As an owner or operator, we could also be held responsible to agovernmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with anycontamination.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.Risks Associated with our Macau OperationsWe 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.We may lose the clientele of our games promoters, who generate a significant portion of our gaming revenue. There is intense competition among casinooperators in Macau for services provided by games promoters, which we expect to intensify as additional casinos open in Macau. If we are unable to maintain,or develop additional, successful relationships with reputable games promoters, or lose a significant number of our games promoters to our competitors, ourability to maintain or grow our gaming revenues will be adversely affected and we will have to seek alternative ways of developing relationships with VIPcustomers. In addition, if our games promoters are unable to develop or maintain relationships with our VIP customers, our ability to maintain or grow ourgaming revenues will be hampered.Increased competition for the services of games promoters may require us to pay increased commission rates to games promoters.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.Failure by the games promoters with whom we work to comply with Macau gaming laws and high standards of probity and integrity mightaffect our reputation and ability to comply with the requirements of our concession, Macau gaming laws and other gaming licenses.The reputations and probity of the games promoters with whom we work are important to our own reputation and to our ability to operate in compliancewith our concession, Macau gaming laws and other gaming licenses. We are not able to control our games promoters’ compliance with these high standards ofprobity and integrity, and our games promoters may violate provisions in their contracts with us designed to ensure such compliance. In addition, if we enterinto a new business relationship with a games promoter whose probity is in doubt, this may be considered by regulators or investors to reflect negatively onour own probity. If our games promoters are unable to maintain required standards of probity and integrity, we may face consequences from gaming regulatorswith authority over our operations. Furthermore, 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. 27Table of ContentsThe 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, limiting their ability to grant credit to their patrons, resulting in decreased gaming volume atWynn Macau. Furthermore, credit already extended by our games promoters to their patrons may become increasingly difficult for them to collect. Thisinability to grant credit and collect amounts due can negatively affect our games promoters’ operations, and as a result, our results of operations could beadversely impacted.Revenues 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 with the Macau government expires in June 2022. Unless our concession is extended, in June 2022, all of our gamingoperations and related equipment in Macau will be automatically transferred to the Macau government without compensation to us and we will cease to generateany revenues from these operations. Beginning in June 2017, the Macau government may redeem the concession agreement by providing us at least one year’sprior notice. In the event the Macau government exercises this redemption right, we are entitled to fair compensation or indemnity. The amount of suchcompensation 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 may not be able to renew or extend our concession agreement on terms favorable to us or at all and, if our concessionis redeemed, the compensation paid to us may not be adequate to compensate us for the loss of future revenues. The redemption of or failure to extend ourconcession would have a material adverse effect on our results of operations.If Wynn Macau fails to comply with the concession agreement, the Macau government can terminate our concession without compensation tous, which would have a material adverse effect on our business 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: • 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 will be required to compensate the government in accordancewith applicable law, and the areas defined as casino space under Macau law and all of the gaming equipment pertaining to our gaming operations will betransferred to the government without compensation. The loss of our concession would prohibit us from conducting gaming operations in Macau, whichwould have a material adverse effect on our business and financial condition. 28Table of ContentsOur Macau subsidiaries’ indebtedness is secured by a substantial portion of their assets.Subject to applicable laws, including gaming laws, and certain agreed upon exceptions, our Macau subsidiaries’ debt is secured by liens onsubstantially all of their assets. In the event of a default by such subsidiaries under their financing documents, or if such subsidiaries experience insolvency,liquidation, dissolution or reorganization, the holders of such secured debt would first be entitled to payment from their collateral security, and only thenwould holders of our Macau subsidiaries’ unsecured debt be entitled to payment from their remaining assets.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 hiring and retaining employees. We compete with a large number of casinoresorts in Macau 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. Despite our coordination with the Macau labor and immigration authoritiesto assure that our labor needs are satisfied, we may not be able to recruit and retain a sufficient number of qualified employees for our operations or obtainrequired work permits for those employees.Wynn Macau may be affected by adverse political and economic conditions.A significant portion of our revenue is derived from our Macau operations. Our Macau operations are subject to significant political, economic andsocial risks inherent in doing business in an emerging market. Macau’s legislative, regulatory, legal, economic and cultural institutions are in a period oftransition. The continued success of Wynn Macau will depend on political and economic conditions in Macau and mainland China. 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, laws orregulations that might impede Wynn Macau’s operations or ability to repatriate funds.Macau 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.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 29Table of ContentsExchange of Hong Kong Limited. Wynn Macau, Limited sold through an initial public offering, 1,437,500,000 shares (27.7%) of this subsidiary’s commonstock. As a result of Wynn Macau, Limited having stockholders who are not affiliated with us, we and certain of our officers and directors who also serve asofficers and/or directors of Wynn Macau, Limited may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of WynnMacau, Limited. Decisions that could have different implications for Wynn Resorts and Wynn Macau, Limited, including contractual arrangements that wehave entered into or may 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 in Nevada,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 in Nevada onthe 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 the two are often used interchangeably in Macau. The Hong Kong dollar is linked to theU.S. dollar and the 30Table of Contentsexchange rate between these two currencies has remained relatively stable over the past several years. However, the exchange linkages of the Hong Kong dollarand the Macau pataca, and the Hong Kong dollar and the U.S. dollar, are subject to potential changes due to changes in Chinese governmental policies andinternational economic and political developments.If the Hong Kong dollar and the Macau pataca are no longer linked to the U.S. dollar, the exchange rate for these currencies may severely fluctuate. Thecurrent rate of exchange fixed by the applicable monetary authorities for these currencies may also change.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.Risks Related to Share Ownership and Stockholder MattersOur largest stockholders are able to exert significant influence over our operations and future direction.As of December 31, 2013, Mr. Wynn and Elaine P. Wynn own 10,026,708 shares and 9,659,355 shares, respectively, or in the aggregateapproximately 19.5%, of our outstanding common stock. As a result, Mr. Wynn and Elaine P. Wynn, to the extent they vote their shares in a similar manner,may be able to exert significant influence over all matters requiring our stockholders’ approval, including the approval of significant corporate transactions. Inaddition, until February 2012, Aruze USA, Inc. owned 24,549,222 shares of our outstanding common stock. On February 18, 2012, the Companyredeemed all of the shares of the Company’s common stock held by Aruze USA, Inc. For additional information on the redemption, see Item 8—“FinancialStatements and Supplementary Data”, Note 16 “Commitments and Contingencies”.Under the Amended and Restated Stockholders Agreement, dated as of January 6, 2010, by and among Stephen A. Wynn, Elaine P. Wynn and AruzeUSA, Inc. (the “Amended and Restated Stockholders Agreement”), Mr. Wynn and Elaine P. Wynn have agreed to vote the shares of the Company’s commonstock held by them subject to the terms of the Amended and Restated Stockholders Agreement in a manner so as to elect to our Board of Directors each of thenominees contained on each and every slate of directors endorsed by Mr. Wynn, which slate will include, subject to certain exceptions, Elaine P. Wynn. As aresult of this voting arrangement, Mr. Wynn, as a practical matter, exercises significant influence over the slate of directors to be elected to our Board ofDirectors. In addition, with stated exceptions, the Amended and Restated Stockholders Agreement requires the written consent of the other party prior to anyparty selling any shares of the Company’s common stock that it owns.In June 2012, in connection with the pending litigation between the Company and Aruze USA, Inc., Elaine P. Wynn submitted a cross claim againstMr. Wynn and Kazuo Okada seeking to void the Amended and 31Table of ContentsRestated Stockholders Agreement. Certain Wynn Las Vegas indentures provide that if Mr. Wynn, together with certain related parties, in the aggregatebeneficially owns a lesser percentage of the outstanding common stock of the Company than is beneficially owned by any other person, a change of controlwill have occurred. If Elaine Wynn prevails in her cross claim, Stephen A. Wynn would not beneficially own or control Elaine Wynn’s shares and a change incontrol may result under the Wynn Las Vegas debt documents. For additional information on the cross claim, see Item 8—“Financial Statements andSupplementary Data”, Note 8 “Long-Term Debt” and Note 16 “Commitments and Contingencies”.In November 2006, the Board of Directors of Wynn Resorts approved an amendment of its bylaws that exempts future acquisitions of shares of WynnResorts’ common stock by either Mr. Wynn or Aruze USA, Inc. from Nevada’s acquisition of controlling interest statutes. In light of the determination by theBoard of Directors on February 18, 2012 that each of Aruze USA, Inc., Universal Entertainment Corporation and Mr. Kazuo Okada is an “UnsuitablePerson” under the Company’s articles of incorporation and the redemption and cancellation of Aruze USA Inc.’s shares of Company common stock, our FifthAmended and Restated Bylaws amended these provisions to delete the reference to Aruze USA, Inc. and its affiliates. 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 these bylaws provisions, Mr. Wynn or his affiliates may acquireownership of outstanding voting shares of Wynn Resorts permitting him or them to exercise more than one-third but less than a majority, or a majority ormore, of all of the voting power of the Company in the election of directors, without requiring a resolution of the Company’s stockholders granting votingrights in the control shares acquired.Our stock price may be volatile.The trading price of our common stock may be subject to wide fluctuations. Our stock price may fluctuate in response to a number of events andfactors, such as general United States, China, and world economic and financial conditions, our own quarterly variations in operating results, increasedcompetition, changes in financial estimates and recommendations by securities analysts, changes in applicable laws or regulations, changes affecting thetravel industry. The stock market in general, and prices for companies in our industry in particular, has experienced extreme volatility that may be unrelatedto the operating performance of a particular company. These broad market and industry fluctuations may adversely affect the price of our common stock,regardless of our operating performance.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, 2013, we had total outstanding debt of approximately$6.6 billion, which includes a portion of the funds we expect to need to construct Wynn Palace. We may, however, incur additional indebtedness inconnection with the construction of Wynn Palace. See Item—1 “Business”, “Construction and Development Opportunities”. In addition, we are permitted toincur additional indebtedness if certain conditions are met, including conditions under our Wynn Macau credit facilities and our Wynn Las Vegas indenturesin connection with other future potential development plans. On February 18, 2012, we issued a subordinated promissory note with a principal amount ofapproximately $1.94 billion in redemption of all of the shares of Wynn Resorts common stock held by Aruze USA, Inc. (the “Redemption Note”). Foradditional information on the redemption and the Redemption Note, see Item 3—“Legal Proceedings” and Item 8—“Financial Statements and SupplementaryData”, Note 16—“Commitments and Contingencies”. 32Table of ContentsOur substantial indebtedness could have important consequences. For example: • failure to meet our payment obligations could result in acceleration of our indebtedness, foreclosure upon our assets that serve as collateral orbankruptcy; • servicing our indebtedness requires a substantial portion of our cash flow from the operations of Wynn Las Vegas and Wynn Macau and reduces theamount of available cash, if any, to fund working capital and other cash requirements; • Aruze USA, Inc., Universal Entertainment Corporation and Kazuo Okada have challenged the redemption of Aruze USA, Inc.’s shares and we arecurrently involved in litigation with those parties as well as related shareholder derivative litigation. The outcome of these various proceedings cannot bepredicted. Any adverse judgments or settlements involving payment of a material sum of money could cause a material adverse effect on our financialcondition and results of operations and could expose us to additional claims by third parties including current or former investors or regulators. Anyadverse judgments or settlements would reduce our profits and could limit our ability to operate our business. See Item 3—“Legal Proceedings” andItem 8—“Financial Statements and Supplementary Data”, Note 16 “Commitments and Contingencies”; • we may experience decreased revenues from our operations due to decreased consumer spending levels and high unemployment, and could fail togenerate sufficient cash to fund our liquidity needs and/or fail to satisfy the financial and other restrictive covenants to which we are subject under ourexisting indebtedness. Our business may not generate sufficient cash flow from operations to pay our indebtedness or to fund our other liquidity needs; • we may not be able to obtain additional financing, if needed, to satisfy working capital requirements or pay for other capital expenditures, debt serviceor other obligations; and • rates with respect to a portion of the interest we pay will fluctuate with market rates and, accordingly, our interest expense will increase if market interestrates increase.Under the terms of the documents governing our debt facilities, subject to certain limitations, we are permitted to incur indebtedness. If we incuradditional indebtedness, the risks described above will be exacerbated.The agreements governing our debt facilities contain certain covenants that restrict our ability to engage in certain transactions and may impairour ability to respond to changing business and economic conditions.Some of our debt facilities require us to satisfy various financial covenants, which include requirements for minimum interest coverage ratios andleverage ratios pertaining to total debt to earnings before interest, tax, depreciation and amortization (both currently required for our Wynn Macau creditfacilities). Future indebtedness or other contracts could contain covenants more restrictive than those contained in our existing debt facilities.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. These restrictions include, among other things, limitations on our ability and the ability of our restrictedsubsidiaries 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; 33Table of Contents • enter into sale-leaseback transactions; • 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.Our ability to comply with the terms of our outstanding facilities may be affected by general economic conditions, industry conditions and other eventsoutside of our control. As a result, we may not be able to maintain compliance with these covenants. If our or Wynn Macau’s operations fail to generateadequate cash flow, we may violate those covenants, causing a default under our agreements, which would materially and adversely affect our operatingresults and our financial condition or result in our lenders or holders of our debt taking action to enforce their security interests in our various assets or causeall outstanding amounts to be due and payable immediately. ITEM 1B.UNRESOLVED STAFF COMMENTSNone. ITEM 2.PROPERTIESMacau 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 known as concessions and other grants of rights to use land from the government. In July 2004, our subsidiary, Wynn Macau, entered into a landconcession contract under which Wynn Macau leases from the Macau government an approximately 16-acre parcel of land in downtown Macau’s innerharbor area where Wynn Macau is located. The term of the land concession contract is 25 years from August 2004, and it may be renewed with governmentapproval for successive periods. Wynn Macau paid a land concession premium of approximately 319.4 million Macau patacas (approximately US$40 million) for this land concession. In 2009, the Company and the Macau government agreed to modify this land concession as a result of the expansion ofWynn Macau with Encore at Wynn Macau and the additional square footage that was added as a result of such expansion. In November 2009, the Companymade an additional one-time land premium payment of approximately 113.4 million Macau patacas (approximately US $14.2 million). Annual rent ofapproximately 4.2 million Macau 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 Macau, each an indirect subsidiary of Wynn Macau Limited, formally accepted theterms and conditions of a draft land concession contract from the Macau government for approximately 51 acres of land in the Cotai area of Macau. OnMay 2, 2012, the land concession contract was gazetted by the government of Macau evidencing the final step in the granting of the land concession. We arecurrently constructing Wynn Palace in the Cotai area of Macau, a full-scale integrated resort containing a 1,700-room hotel, performance lake, meeting space,casino, spa, retail offerings and food and beverage outlets. The total project budget, including construction costs, capitalized interest, pre-opening expenses,land costs and financing fees, is $4 billion. As of December 31, 2013, we have invested $703.7 million in the project. We continue to remain on schedule foran opening in the first half of 2016. 34Table of ContentsLas Vegas LandWe currently own approximately 238 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 140-acre golf course behind Wynn LasVegas, approximately 5 acres adjacent to the golf course on which an office building is located, and approximately 18 acres located across from the Wynn LasVegas site at Koval Lane and Sands Avenue, a portion of which is improved with an employee parking garage and an office building.Las 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. 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 more information regarding the Company’s legal matters see Item 1A—“Risk Factors” and Item 8—“FinancialStatements and Supplementary Data”, Note 16 “Commitments and Contingencies,” in this Annual Report on Form 10-K.Atlantic-Pacific CapitalOn May 3, 2010, Atlantic-Pacific Capital, Inc. (“APC”) filed an arbitration demand with JAMS, a private alternative dispute resolution provider,regarding an agreement with the Company. The action concerns a claim for compensation of approximately $32 million pursuant to an agreement entered intobetween APC and the Company on or about March 30, 2008, whereby APC was engaged to raise private equity capital for a specific investment vehiclesponsored by the Company. APC is seeking compensation unrelated to the investment vehicle. The Company has denied APC’s claims for compensation. TheCompany filed a Complaint for Damages and Declaratory Relief against APC in the Eighth Judicial District Court, Clark County, Nevada, on May 10, 2010,which APC removed to the United States District Court, District of Nevada. In March 2011, the District Court denied APC’s motion to compel arbitration,and dismissed the action. APC appealed, and on November 13, 2012, the United States Court of Appeals for the Ninth Circuit reversed the District Court andcompelled arbitration. The arbitration is set for April 2014. An arbitrator has been selected, and the parties have been engaging in discovery. Managementbelieves that APC’s claims against the Company are without merit, and the Company intends to continue to defend this matter vigorously.Determination of Unsuitability and Redemption of Aruze USA, Inc. and AffiliatesOn February 18, 2012, Wynn Resorts’ Gaming Compliance Committee concluded an investigation after receiving an independent report by Freeh,Sporkin & Sullivan, LLP (the “Freeh Report”) detailing a pattern of misconduct by Aruze USA, Inc. (at the time a stockholder of Wynn Resorts), UniversalEntertainment Corporation, Aruze USA, Inc.’s parent company, and Kazuo Okada, (the majority shareholder of Universal Entertainment Corporation and aformer member of the Board of Directors of Wynn Resorts and Wynn Macau, Limited) (collectively, the “Okada Parties”). The factual record presented in theFreeh Report included evidence that the Okada Parties had provided valuable items to certain foreign gaming officials who were responsible for regulatinggaming in a jurisdiction in which entities controlled by Mr. Okada were developing a gaming resort. Mr. Okada denied the impropriety of such conduct tomembers of the Board of Directors of Wynn Resorts and while serving as one of the Company’s directors Mr. Okada refused to acknowledge or abide byWynn Resorts’ anti-bribery policies and refused to participate in the training all other directors have received concerning these policies. 35Table of ContentsBased on the Freeh Report, the Board of Directors of Wynn Resorts determined that the Okada Parties are “unsuitable persons” under Article VII of theCompany’s articles of incorporation. The Board of Directors was unanimous (other than Mr. Okada) in its determination. After authorizing the redemption ofthe Aruze shares, as discussed below, the Board of Directors took certain actions to protect the Company and its operations from any influence of anunsuitable person, including placing limitations on the provision of certain operating information to unsuitable persons and formation of an ExecutiveCommittee of the Board to manage the business and affairs of the Company during the period between each annual meeting. The Charter of the ExecutiveCommittee provides that “Unsuitable Persons” are not permitted to serve on the Committee. All members of the Board, other than Mr. Okada, were appointedto the Executive Committee on February 18, 2012. The Board of Directors also requested that Mr. Okada resign as a director of Wynn Resorts (under Nevadacorporation law, a board of directors does not have the power to remove a director) and recommended that Mr. Okada be removed as a member of the Board ofDirectors of Wynn Macau, Limited. In addition, on February 18, 2012, Mr. Okada was removed from the Board of Directors of Wynn Las Vegas CapitalCorp., an indirect wholly owned subsidiary of Wynn Resorts. On February 24, 2012, Mr. Okada was removed from the Board of Directors of Wynn Macau,Limited and on February 22, 2013, he was removed from the Board of Directors of Wynn Resorts by a stockholder vote in which 99.6% of the over86 million shares voted were cast in favor of removal. Additionally, Mr. Okada resigned from the Board of Directors of Wynn Resorts on February 21, 2013.Although the Company has retained the structure of the Executive Committee, the Board has resumed its past role in managing the business and affairs of theCompany.Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed and cancelled Aruze USA, Inc.’s24,549,222 shares of Wynn Resorts’ common stock. Following a finding of “unsuitability,” Article VII of Wynn Resorts’ articles of incorporation authorizesredemption at “fair value” of the shares held by unsuitable persons. The Company engaged an independent financial advisor to assist in the fair valuecalculation and concluded that a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the sharesheld by Aruze USA, Inc. under the terms of the Stockholders Agreement (as defined below). Pursuant to its articles of incorporation, Wynn Resorts issued theRedemption Note to Aruze USA, Inc. in redemption of the shares. The Redemption Note has a principal amount of $1.94 billion, matures on February 18,2022 and bears interest at the rate of 2% per annum, payable annually in arrears on each anniversary of the date of the Redemption Note. The Company may,in its sole and absolute discretion, at any time and from time to time, and without penalty or premium, prepay the whole or any portion of the principal orinterest due under the Redemption Note. In no instance shall any payment obligation under the Redemption Note be accelerated except in the sole and absolutediscretion of Wynn Resorts or as specifically mandated by law. The indebtedness evidenced by the Redemption Note is and shall be subordinated in right ofpayment, to the extent and in the manner provided in the Redemption Note, to the prior payment in full of all existing and future obligations of Wynn Resortsor any of its affiliates in respect of indebtedness for borrowed money of any kind or nature.The Company provided the Freeh Report to appropriate regulators and law enforcement agencies and has been cooperating with related investigations thatsuch regulators and agencies have undertaken. The conduct of the Okada Parties and any resulting regulatory investigations could have adverse consequencesto the Company and its subsidiaries. A finding by regulatory authorities that Mr. Okada violated anti-corruption statutes and/or other laws or regulationsapplicable to persons affiliated with a gaming licensee on Company property and/or otherwise involved the Company in criminal or civil violations couldresult in actions by regulatory authorities against the Company and its subsidiaries.Redemption Action and CounterclaimOn February 19, 2012, Wynn Resorts filed a complaint in the Eighth Judicial District Court, Clark County, Nevada against the Okada Parties (asamended, the “Complaint”), alleging breaches of fiduciary duty and related claims (the “Redemption Action”) arising from the activities addressed in the FreehReport. The Company is seeking compensatory and special damages as well as a declaration that it acted lawfully and in full compliance with its articles ofincorporation, bylaws and other governing documents in redeeming and cancelling the shares of Aruze, USA, Inc. 36Table of ContentsOn March 12, 2012, the Okada Parties removed the action to the United States District Court for the District of Nevada (the action was subsequentlyremanded to Nevada state court). On that same date, the Okada Parties filed an answer denying the claims and a counterclaim (as amended, the“Counterclaim”) that purports to assert claims against the Company, each of the members of the Company’s Board of Directors (other than Mr. Okada) andWynn Resorts’ General Counsel (the “Wynn Parties”). The Counterclaim alleges, among other things: (1) that the shares of Wynn Resorts common stockowned by Aruze USA, Inc. were exempt from the redemption-for-unsuitability provisions in the Wynn Resorts articles of incorporation (the “Articles”)pursuant to certain agreements executed in 2002; (2) that the Wynn Resorts directors who authorized the redemption of Aruze USA, Inc.’s shares acted at thedirection of Stephen A. Wynn and did not independently and objectively evaluate the Okada Parties’ suitability, and by so doing, breached their fiduciaryduties; (3) that the Wynn Resorts directors violated the terms of the Wynn Resorts Articles by failing to pay Aruze USA, Inc. fair value for the redeemedshares; and (4) that the terms of the Redemption Note that Aruze USA, Inc. received in exchange for the redeemed shares, including the Redemption Note’sprincipal amount, duration, interest rate, and subordinated status, were unconscionable. Among other relief, the Counterclaim seeks a declaration that theredemption of Aruze USA, Inc.’s shares was void, an injunction restoring Aruze USA, Inc.’s share ownership, damages in an unspecified amount andrescission of the Amended and Restated Stockholders Agreement, dated as of January 6, 2010, by and among Aruze USA, Inc., Stephen A. Wynn, andElaine Wynn (the “Stockholders Agreement”).On June 19, 2012, Elaine Wynn responded to the Counterclaim and asserted a cross claim against Steve Wynn and Kazuo Okada seeking a declarationthat (1) any and all of Elaine Wynn’s duties under the Stockholders Agreement be discharged; (2) the Stockholders Agreement is subject to rescission and isrescinded; (3) the Stockholders Agreement is an unreasonable restraint on alienation in violation of public policy; and/or (4) the restrictions on sale of sharesshall be construed as inapplicable to Elaine Wynn. Mr. Wynn filed his answer to Elaine Wynn’s cross claim on September 24, 2012. The indentures forWynn Las Vegas, LLC’s 7 7/8% first mortgage notes due 2020, 7 3/4% first mortgage notes due 2020 (the “2020 Indentures”) and the indenture for Wynn LasVegas, LLC’s 4 1/4% Senior Notes due 2023 (the “2023 Indenture,” and, together with the 2020 Indentures, the “Indentures”) provide that if Stephen A.Wynn, together with certain related parties, in the aggregate beneficially owns a lesser percentage of the outstanding common stock of the Company than arebeneficially owned by any other person, a change of control will have occurred. If Elaine Wynn prevails in her cross claim, Stephen A. Wynn would notbeneficially own or control Elaine Wynn’s shares and a change in control may result under the Wynn Las Vegas debt documents. Under the 2020 Indentures,the occurrence of a change of control requires that the Company make an offer to each holder to repurchase all or any part of such holder’s notes at a purchaseprice equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the notes purchased, if any, to the date of repurchase (unlessthe notes have been previously called for redemption). Under the 2023 Indenture, if a change of control occurs and within 60 days after that occurrence the 41/4% Senior Notes due 2023 are rated below investment grade by both rating agencies that rate such notes, the Company is required to make an offer to eachholder to repurchase all or any part of such holder’s notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaidinterest on the notes purchased, if any, to the date of repurchase (unless the notes have been previously called for redemption). Mr. Wynn is opposingMs. Wynn’s cross claim.The Company’s Complaint and the Okada Parties’ Counterclaim have been, and continue to be, challenged through motion practice. At a hearing heldon November 13, 2012, the Nevada state court granted the Wynn Parties’ motion to dismiss the Counterclaim with respect to the Okada Parties’ claim underthe Nevada Racketeer Influenced and Corrupt Organizations Act with respect to certain Company executives but otherwise denied the motion. At a hearing heldon January 15, 2013, the court denied the Okada Parties’ motion to dismiss the Company’s Complaint. On April 22, 2013, the Company filed a secondamended complaint. On August 30, 2013, the Okada Parties filed their third amended Counterclaim. On September 18, 2013, the Company filed a PartialMotion to Dismiss related to a claim in the third amended Counterclaim alleging civil extortion by Mr. Wynn and the Company’s General Counsel. OnOctober 29, 2013, the court granted the motion and dismissed the claim. On November 26, 2013, the Okada Parties filed their fourth amended Counterclaim,and the Company 37Table of Contentsfiled an answer to that pleading on December 16, 2013. The parties had been engaged in discovery at the time the court entered the Stay (defined and discussedbelow). Therefore, although the court previously set a timetable for all discovery, pre-trial and trial deadlines, with a five-week jury trial scheduled tocommence in April 2014, this schedule will necessarily change due to the Stay.On February 13, 2013, the Okada Parties filed a motion in the Nevada state court asking the court to establish an escrow account (specifically, theyasked the court to establish a “disputed ownership fund,” as defined in a federal tax regulation (“DOF”)) to hold the Redemption Note as well as the redeemedshares themselves (although those shares were previously cancelled in February 2012), until the resolution of the Redemption Action and Counterclaim. TheOkada Parties subsequently filed reply papers in further support of their motion, in which they narrowed the relief they were seeking, specifically bywithdrawing their request that the redeemed shares be placed into the escrow account. On April 17, 2013, the court entered an order granting the Okada Parties’motion in part as to the narrowed relief outlined in their reply papers. Among other things, the court’s order directed the Okada Parties to establish an escrowaccount with a third party (without making any ruling as to whether such an account would satisfy the requirements of a DOF) to hold interest paymentstendered by the Company on the Redemption Note. Per the court’s order, the Company is to have no responsibility for fees or costs of the account, and willreceive a full release and indemnity related to the account. On each of February 14, 2013 and February 13, 2014, the Company issued checks to Aruze USA,Inc. in the amount of $38.7 million, representing the interest payments due on the Redemption Note at those times. However, as of the date of this report, thechecks remain uncashed. The parties engaged in discussions regarding the terms of the escrow agreement contemplated by the court’s order. However, theOkada Parties recently advised of their intent to deposit any checks for interest and principal, past and future, due under the terms of the Redemption Note tothe Clerk of the Court for deposit into the Clerk’s Trust Account.On April 8, 2013, the United States Attorney’s Office and the U.S. Department of Justice filed a Motion to Intervene and for Temporary and Partial Stayof Discovery in the Redemption Action. The motion stated that the federal government has been conducting a criminal investigation of the Okada Partiesinvolving the “same underlying allegations of misconduct—that is, potential violations of the Foreign Corrupt Practice Act and related fraudulent conduct—that form the basis of” the Company’s complaint, as amended, in the Redemption Action. The motion sought to stay all discovery in the Redemption Actionrelated to the Okada Parties’ allegedly unlawful activities in connection with their casino project in the Philippines until the conclusion of the criminalinvestigation and any resulting criminal prosecution, with an interim status update to the court in six months. At a hearing on May 2, 2013, the court grantedthe motion and ordered that all discovery in the Redemption Action be stayed for a period of six months (the “Stay”). On May 30, 2013, Elaine Wynn filed amotion for partial relief from the Stay, to allow her to conduct limited discovery related to her cross and counterclaims. The Wynn Parties opposed the motionso as to not interfere with the United States government’s investigation. At a hearing on August 1, 2013, the court denied the motion. On October 29, 2013, theUnited States Attorney’s Office and the U.S. Department of Justice filed a Motion to Extend the Stay for a period of six months, expiring May 2, 2014. At ahearing on October 31, 2013, the court granted the requested extension based upon an affidavit provided under seal that outlined, among other things, concernsfor witness safety. The court did, however, order the parties to exchange written discovery propounded prior to May 2, 2013, including discovery related to theElaine Wynn cross and counterclaims referred to above.Subject to the Stay, the Company will continue to vigorously pursue its claims against the Okada Parties, and the Company and the Wynn Parties willcontinue to vigorously defend against the counterclaims asserted against them. The Company’s claims and the Okada Parties’ counterclaims remain in anearly stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matteror the range of reasonably possible loss, if any. An adverse judgment or settlement involving payment of a material amount could cause a material adverseeffect on our financial condition. See Item 1A—“Risk Factors” and Item 8—“Financial Statements and Supplementary Data”, Note 16 “Commitments andContingencies”. 38Table of ContentsLitigation Commenced by Kazuo OkadaJapan Action:On August 28, 2012, Mr. Okada, Universal Entertainment Corporation and Okada Holdings (“Okada Japan Parties”) filed a complaint in TokyoDistrict Court against the Company, all members of the Board of Directors (other than Mr. Okada) and the Company’s General Counsel (the “Wynn Parties”),alleging that the press release issued by the Company with respect to the redemption has damaged plaintiffs’ social evaluation and credibility. The OkadaJapan Parties seek damages and legal fees from the Wynn Parties. After asking the Okada Japan Parties to clarify the allegations in their complaint, the WynnParties objected to the jurisdiction of the Japanese court. On April 30, 2013, the Wynn Parties filed a memorandum in support of their jurisdictional position.On October 21, 2013, the court dismissed the action on jurisdictional grounds. On November 1, 2013, the Okada Japan Parties filed an appeal moving thematter to the Tokyo High Court. An informal hearing on the matter has been scheduled for February 27, 2014.Indemnification Action:On March 20, 2013, Mr. Okada filed a complaint against the Company in Nevada state court for indemnification under the Company’s Articles,bylaws and agreements with its directors. The complaint seeks advancement of Mr. Okada’s costs and expenses (including attorney’s fees) incurred pursuantto the various legal proceedings and related regulatory investigations described above. The Company believes there is no basis for the relief requested in thecomplaint and intends to vigorously defend against this matter. The Company’s answer and counterclaim was filed on April 15, 2013. The counterclaimnames each of the Okada Parties as defendants and seeks indemnification under the Company’s Articles for costs and expenses (including attorney’s fees)incurred pursuant to the various legal proceedings and related regulatory investigations described above. On April 30, 2013, Mr. Okada filed his reply to thecounterclaim.On June 14, 2013, Mr. Okada filed a motion for partial summary judgment that he was entitled to advancement of his expenses incurred in the variousproceedings and investigations. Mr. Okada also filed a special motion to dismiss, arguing that the Company’s counterclaims seek to infringe uponMr. Okada’s right to petition the court, and constitute a strategic lawsuit against public policy. The Company’s counterclaims seek only to enforce WynnResorts’ contractual right to indemnity under Article VII, Section 4 of the Company’s Articles. At a hearing on August 1, 2013, the court denied both motionsand provided for limited discovery (i.e., discovery that does not implicate any of the issues subject to the Stay entered in the Redemption Action). OnAugust 2, 2013, the court stayed discovery in the indemnification action related to the government investigations (consistent with the Stay in the RedemptionAction), and ordered that all other discovery be conducted within ninety (90) days.On August 22, 2013, the Company noticed Mr. Okada’s deposition for September 16, 2013. Mr. Okada filed a motion for protective order seeking tovacate his deposition, arguing that he did not have any information relevant to his claims for advancement of fees and/or indemnity that he asserted against theCompany. On October 18, 2013, after a full briefing by the parties, the court denied Mr. Okada’s motion and entered an order stating that Mr. Okada’sdeposition testimony is relevant to the claims he asserted against the Company, that Mr. Okada may not designate someone else to testify on his behalf, andthat the Company may sequence discovery in the action as it chooses. On February 4, 2014, the court entered an order on the parties’ stipulation that:(1) dismissed Okada’s claims asserted against the Company in that action (i.e., all Okada’s claims that relate to advancement); (2) reserved Okada’s right toassert, in the future, any claims for indemnity following the resolution of the Redemption Action; and (3) stayed the claims asserted by the Company againstOkada in that action pending the resolution of the Redemption Action. 39Table of ContentsRelated Investigations and Derivative LitigationInvestigations:In the U.S. Department of Justice’s Motion to Intervene and for Temporary and Partial Stay of Discovery in the Redemption Action, the Department ofJustice states in a footnote that the government also has been conducting a criminal investigation into the Company’s donation to the University of Macaudiscussed above. The Company has not received any target letter or subpoena in connection with such an investigation. The Company intends to cooperatefully with the government in response to any inquiry related to the donation to the University of Macau.Other regulators may pursue separate investigations into the Company’s compliance with applicable laws arising from the allegations in the mattersdescribed above and in response to the Counterclaim and other litigation filed by Mr. Okada suggesting improprieties in connection with the Company’sdonation to the University of Macau. While the Company believes that it is in full compliance with all applicable laws, any such investigations could result inactions by regulators against the Company.Derivative Claims:Six derivative actions were commenced against the Company and all members of its Board of Directors: four in the United States District Court,District of Nevada, and two in the Eighth Judicial District Court of Clark County, Nevada.The four federal actions brought by the following plaintiffs have been consolidated: (1) The Louisiana Municipal Police Employees’ Retirement System,(2) Maryanne Solak, (3) Excavators Union Local 731 Welfare Fund, and (4) Boilermakers Lodge No. 154 Retirement Fund (collectively, the “FederalPlaintiffs”).The Federal Plaintiffs filed a consolidated complaint on August 6, 2012, asserting claims for: (1) breach of fiduciary duty; (2) waste of corporateassets; (3) injunctive relief; and (4) unjust enrichment. The claims are against the Company and all Company directors, including Mr. Okada, however, theplaintiffs voluntarily dismissed Mr. Okada as a defendant in this consolidated action on September 27, 2012. The Federal Plaintiffs claim that the individualdefendants breached their fiduciary duties and wasted assets by: (a) failing to ensure the Company’s officers and directors complied with federal and statelaws and the Company’s Code of Conduct; (b) voting to allow the Company’s subsidiary to make the donation to the University of Macau; and (c) redeemingAruze USA, Inc.’s stock such that the Company incurs the debt associated with the redemption. The Federal Plaintiffs seek unspecified compensatorydamages, restitution in the form of disgorgement, reformation of corporate governance procedures, an injunction against all future payments related to thedonation/pledge, and all fees (attorneys, accountants, and experts) and costs. The directors responded to the consolidated complaint by filing a motion todismiss on September 14, 2012. On February 1, 2013, the federal court dismissed the complaint for failure to plead adequately the futility of a pre-suitdemand on the Board. The dismissal was without prejudice to the Federal Plaintiffs’ ability to file a motion within 30 days seeking leave to file an amendedcomplaint. On April 9, 2013, the Federal Plaintiffs filed their amended complaint. The Company and the directors filed their motion to dismiss the amendedcomplaint on May 23, 2013. The Federal Plaintiffs filed their opposition on July 8, 2013, and the Company and directors filed their reply on August 8, 2013.The court has not yet ruled on this motion.The two state court actions brought by the following plaintiffs have also been consolidated: (1) IBEW Local 98 Pension Fund and (2) Danny Hinson(collectively, the “State Plaintiffs”). Through a coordination of efforts by all parties, the directors and the Company (a nominal defendant) have been served inall of the actions. The State Plaintiffs filed a consolidated complaint on July 20, 2012 asserting claims for (1) breach of fiduciary duty; (2) abuse of control;(3) gross mismanagement; and (4) unjust enrichment. The claims are against the Company and all Company directors, including Mr. Okada, as well as theCompany’s Chief Financial Officer, who signs financial disclosures filed with the SEC. The State Plaintiffs claim that the individual defendants failed to 40Table of Contentsdisclose to the Company’s stockholders the investigation into, and the dispute with director Okada as well as the alleged potential violations of the FCPArelated to, the University of Macau Development Foundation donation. The State Plaintiffs seek unspecified monetary damages (compensatory and punitive),disgorgement, reformation of corporate governance procedures, an order directing the Company to internally investigate the donation, as well as attorneys’ feesand costs. On October 13, 2012, the court entered the parties’ stipulation providing for a stay of the state derivative action for 90 days, subject to the parties’obligation to monitor the progress of the pending litigation, discussed above, between Wynn Resorts (among others) and Mr. Okada (among others). Per thestipulation, Wynn Resorts and the individual defendants were not required to respond to the consolidated complaint while the stay remained in effect.Following the expiration of the stay, the State Plaintiffs advised the Company and the individual defendants that they intended to resume the action by filing anamended complaint, which they did, on April 26, 2013. The Company and directors filed their motion to dismiss on June 10, 2013. However, on July 31,2013, the parties agreed to a stipulation that was submitted to, and approved by the court. The stipulation contemplates a stay of the consolidated state courtderivative action of equal duration as the Stay entered by the court in the Redemption Action. On February 5, 2014, the court entered a new stipulation betweenthe parties that provides for a further stay of the state derivative action and directs the parties, within 30 days of the conclusion of the stay in the RedemptionAction, to discuss how the state derivative action should proceed and to file a joint report with the court.The individual defendants are vigorously defending against the claims pleaded against them in these derivative actions. We are unable to predict theoutcome of these litigations at this time. ITEM 4.MINE SAFETY DISCLOSURESNot Applicable. 41Table 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, 2013 First Quarter $126.98 $113.39 Second Quarter $144.99 $114.41 Third Quarter $159.85 $124.57 Fourth Quarter $194.53 $155.77 Year Ended December 31, 2012 First Quarter $132.59 $104.62 Second Quarter $138.28 $95.82 Third Quarter $116.47 $90.11 Fourth Quarter $123.64 $103.34 HoldersThere were approximately 195 holders of record of our common stock as of February 14, 2014.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, from making dividends or distributions to Wynn Resorts. Specifically, Wynn Las Vegas,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 contain similar restrictions. Our Company has paid the following dividends: • In December 2013, we paid a cash dividend of $3.00 per share. In each of March 2013, June 2013, August 2013 and November 2013, we paid acash dividend of $1.00 per share. • In November 2012, we paid a cash dividend of $8.00 per share. In each of March 2012, June 2012 and August 2012, we paid a cash dividend of$0.50 per share.The Company has increased its quarterly dividend to $1.25 per share in 2014. On January 30, 2014, we announced a cash dividend of $1.25 pershare, payable on February 27, 2014 to Stockholders of record as of February 13, 2014. Our Board of Directors will continue to periodically assess the leveland appropriateness of any cash dividends. ITEM 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”and the other 42Table of Contentsinformation contained in this Annual Report on Form 10-K. Operating results for the periods presented are not indicative of the results that may be expected forfuture years. Significant events impacting our selected financial data 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, a further expansion of Wynn Macau. • On February 18, 2012, we redeemed and cancelled Aruze USA, Inc.’s 24,549,222 shares of Wynn Resorts common stock. Years Ended December 31, 2013 2012 2011 2010 2009 (in thousands, except per share amounts) Consolidated Statements of Income Data: Net revenues $5,620,936 $5,154,284 $5,269,792 $4,184,698 $3,045,611 Pre-opening costs 3,169 466 — 9,496 1,817 Operating income 1,290,091 1,029,276 1,008,240 625,252 234,963 Net income 1,004,157 728,699 825,113 316,596 39,107 Less: Net income attributable to noncontrolling interest[1] (275,505) (226,663) (211,742) (156,469) (18,453) Net income attributable to Wynn Resorts, Limited 728,652 502,036 613,371 160,127 20,654 Basic income per share $7.25 $4.87 $4.94 $1.30 $0.17 Diluted income per share $7.17 $4.82 $4.88 $1.29 $0.17 As of December 31, 2013 2012 2011 2010 2009 (in thousands, except per share amounts) Consolidated Balance Sheets Data: Cash and cash equivalents $2,435,041 $1,725,219 $1,262,587 $1,258,499 $1,991,830 Construction in progress 558,624 110,490 28,477 22,901 457,594 Total assets 8,377,030 7,276,594 6,899,496 6,674,497 7,581,769 Total long-term obligations[2] 6,789,145 6,041,285 3,096,149 3,405,983 3,695,821 Stockholders’ equity[3] 132,351 103,932 2,223,454 2,380,585 3,160,363 Cash distributions declared per common share $7.00 $9.50 $6.50 $8.50 $4.00 [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. 43Table of Contents[3]In February 2012, in connection with the redemption and cancellation of Aruze USA, Inc.’s 24,549,222 shares of Wynn Resorts common stock,stockholders’ equity was reduced by $1.94 billion, the face amount of the Redemption Note. Aruze USA has challenged the redemption and cancellationof the 24,549,222 shares and legal proceedings are ongoing. Please see Item 3—“Legal Proceedings”. ITEM 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. In the Macau Special Administrative Region of the People’s Republic of China(“Macau”), we operate and own 72.3% of Wynn Macau, which opened on September 6, 2006. On April 21, 2010, we opened Encore at Wynn Macau, afurther expansion of Wynn Macau. We refer to the fully integrated Wynn Macau and Encore at Wynn Macau resort as Wynn Macau | Encore or as our MacauOperations. In Las Vegas, Nevada, we own and operate Wynn Las Vegas | Encore, which we refer to as our Las Vegas Operations. We are developing WynnPalace, a full-scale casino resort in the Cotai area of Macau.Our ResortsThe following table sets forth information about our resorts as of February 14, 2014: Hotel Rooms &Suites Approximate CasinoSquare Footage Approximate Numberof Table Games Approximate Numberof Slots Macau Operations 1,008 280,000 493 866 Las Vegas Operations 4,748 186,000 230 1,854 Macau OperationsWe operate Wynn Macau | Encore under a 20-year casino concession agreement granted by the Macau government in June 2002.Our Macau resort complex features: • Approximately 280,000 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 guest rooms and suites; • Casual and fine dining in eight restaurants; • Approximately 57,000 square feet of high-end, brand-name retail shopping, including stores and boutiques by Bvlgari, Cartier, Chanel, Dior,Dunhill, Ferrari, Giorgio Armani, Graff, Gucci, Hermes, Hugo Boss, Jaegar-LeCoultre, Loro Piana, Louis Vuitton, Miu Miu, Piaget, Prada,Roger Dubuis, Rolex, Tiffany, Tudor, Vacheron Constantin, Van Cleef & Arpels, Versace, Vertu, Ermenegildo Zegna and others; • Recreation and leisure facilities, including two health clubs and spas, a salon, a pool; and • Lounges and meeting facilities. 44Table of ContentsDuring 2013, we made renovations to our spa, VIP gaming area and various other areas on our property. In response to our evaluation of our MacauOperations and the reactions of our guests, we have made and expect to continue to make enhancements and refinements to this resort complex.Las Vegas OperationsWynn Las Vegas | Encore is located at the intersection of the Las Vegas Strip and Sands Avenue, and occupies approximately 215 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 and an officebuilding, and approximately 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 4,748 spacious guest rooms, suites and villas; • 34 food and beverage outlets featuring signature chefs; • A Ferrari and Maserati automobile dealership; • Approximately 96,000 square feet of high-end, brand-name retail shopping, including stores and boutiques by Alexander McQueen, Brioni,Cartier, Chanel, Chloé, Chopard, Dior, Graff, Hermes, IWC Schaffhausen, Jaeger-LeCoultre, Loro Piana, Louis Vuitton, Manolo Blahnik,Nicholas Kirkwood, Oscar de la Renta, Piaget, Rolex, 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.During 2013, we remodeled our villas and two of our restaurants. In response to our evaluation of our Las Vegas Operations and the reactions of ourguests, we have and expect to continue to make enhancements and refinements to this resort complex.Future DevelopmentWe are currently constructing Wynn Palace in the Cotai area of Macau, a full-scale integrated resort containing a 1,700-room hotel, performance lake,meeting space, casino, spa, retail offerings and food and beverage outlets. The total project budget, including construction costs, capitalized interest, pre-opening expenses, land costs and financing fees, is $4 billion. As of December 31, 2013, we have invested $703.7 million in the project. We continue toremain on schedule for an opening in the first half of 2016.On July 29, 2013, Wynn Macau and Palo finalized and executed a GMP contract with Leighton Contractors (Asia) Limited, acting as the generalcontractor. Under the GMP contract, the general contractor is responsible for both the construction and design of the Wynn Palace project. The generalcontractor is obligated to substantially complete the project in the first half of 2016 for a guaranteed maximum price of HK$20 billion (approximately $2.57billion). An early completion bonus for achievement of substantial completion on or before January 25, 2016 will be paid to the general contractor if certainconditions are satisfied under the GMP contract. Both the contract time and guaranteed maximum price are subject to further adjustment under certainspecified conditions. The performance of the general contractor is backed by a full completion guarantee given by Leighton Holdings Limited, the parentcompany of the general contractor, as well as a performance bond for 5% of the guaranteed maximum price. 45Table of ContentsWe continually seek out new opportunities for additional gaming or related businesses, in the United States, and worldwide. On November 11, 2013,we announced that our Board had elected to withdraw the previously filed application for a gaming license in Pennsylvania. We have made an application for agaming license in Massachusetts. The process is competitive and we expect to know the outcome by the end of the first half of 2014. Proceeding with thisproject will require significant expenditure of Company funds. In addition, we are exploring various international jurisdictions for expansion opportunities.Results of OperationsThe table below presents our net revenues (amounts in thousands). Years Ended December 31, 2013 2012 2011 Net Revenues: Macau Operations $4,040,526 $3,667,454 $3,789,073 Las Vegas Operations 1,580,410 1,486,830 1,480,719 $5,620,936 $5,154,284 $5,269,792 Reliance 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. Below are definitions of these key operating statistics discussed: • Table games win is the amount of drop or turnover that is retained and recorded as casino revenue. • Drop is the amount of cash and net markers issued that are deposited in a gaming table’s drop box. • Turnover is the sum of all losing rolling chip wagers within our Wynn Macau Operations’ VIP program. • Rolling chips are identifiable chips that are used to track 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 including the retail value of promotional allowances (less service charges,if any) by total rooms occupied including complimentary rooms. • Revenue per Available Room (“REVPAR”) is calculated by dividing total room revenue including the retail value of promotional allowances (lessservice charges, if any) by total rooms available. • Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.Below is a discussion of the methodologies used to calculate win percentage at our resorts.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 46Table of Contentsfrom the cage. Non-negotiable chips can only be used to make wagers. Winning wagers are paid in cash chips. The loss of the non-negotiable chips in the VIPcasino is recorded as turnover and provides a base for calculating VIP casino win percentage. It is customary in Macau to measure VIP casino play using thisrolling chip method. We expect our win as a percentage of turnover to be within the range of 2.7% to 3.0%.The measurement base used in the general casino is not the same as what is used in the VIP casino. In our general casino in Macau, customers maypurchase cash chips at either the gaming tables or at the casino cage. The cash used to purchase the cash chips at the gaming tables is deposited in the gamingtable’s drop box. This is the base of measurement that we use for calculating win percentage in our general casino. We do not report an expected range for thewin percentage in our general casino as chips purchased at the casino cage are excluded from table games drop and distort our expected win percentage. Withincreased purchases at the casino cage, we believe the relevant indicator of volumes in the mass market segment should be table games win.The measurements in our VIP casino and the general casino are not comparable as the general casino tracks the initial purchase of chips at the tablewhile the measurement method in our VIP casino tracks the sum of all losing wagers. Accordingly, the base measurement in the VIP casino is much larger thanthe base measurement in the general casino. As a result, the expected win percentage with the same amount of gaming win is smaller in the VIP casino whencompared to the general casino.In Las Vegas, customers purchase chips at the gaming tables. The cash and net markers used to purchase chips are deposited in the gaming table’s dropbox. This is the base of measurement that we use for calculating win percentage in Las Vegas. Each type of table game has its own theoretical win percentage.Our expected table games win percentage in Las Vegas is 21% to 24%.Financial results for the year ended December 31, 2013 compared to the year ended December 31, 2012.RevenuesNet revenues for the year ended December 31, 2013 are comprised of $4,490.6 million in casino revenues (79.9% of total net revenues) and $1,130.3million of net non-casino revenues (20.1% of total net revenues). Net revenues for the year ended December 31, 2012 are comprised of $4,034.8 million incasino revenues (78.3% of total net revenues) and $1,119.5 million of net non-casino revenues (21.7% 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, 2013 of $4,490.6 million represents a $455.9 million (11.3%) increase from casino revenues of $4,034.8 million for the year endedDecember 31, 2012. Our Macau Operations experienced a $365.4 million (10.6%) increase in casino revenues to $3,807.8 million for the year endedDecember 31, 2013, compared to the prior year casino revenues of $3,442.5 million due primarily to stronger table game volumes in our general casino andVIP casino. Our Las Vegas Operations experienced a $90.5 million (15.3%) increase in casino revenues to $682.8 million, compared to the prior year casinorevenues of $592.3 million due to a significant increase in our table games win percentage (before discounts). 47Table of ContentsThe table below sets forth key gaming statistics related to our Macau and Las Vegas operations. Years Ended December 31, 2013 2012 Increase/(Decrease) PercentChange (amounts in thousands, except for win per day amounts) Macau Operations: VIP Casino VIP turnover $122,991,763 $119,251,854 $3,739,909 3.14% VIP win as a % of turnover 3.01% 2.84% 0.17 pts — General Casino Drop(1) $2,633,870 $2,764,664 $(130,794) (4.73)% Table games win $992,872 $843,001 $149,871 17.8% Table games win %(1) 37.7% 30.5% 7.2 pts — Table games win per unit per day $13,098 $11,549 $1,549 13.4% Slot machine handle $4,846,938 $4,697,463 $149,475 3.2% Slot machine win $245,578 $247,020 $(1,442) (0.6)% Slot machine win per unit per day $777 $718 $59 8.2% Las Vegas Operations: Drop $2,617,634 $2,591,833 $25,801 1.0% Table games win $657,927 $567,014 $90,913 16.0% Table games win % 25.1% 21.9% 3.2 pts — Table games win per unit per day $7,729 $7,031 $698 9.9% Slot machine handle $2,874,646 $2,908,678 $(34,032) (1.2)% Slot machine win $177,452 $177,420 $32 0.0% Slot machine win per unit per day $239 $206 $33 16.0% (1)Customers purchase general casino gaming chips at either the gaming tables or the casino cage. Chips purchased at the casino cage are excluded fromtable games drop and will increase the expected win percentage. With the increased purchases at the casino cage in our Macau general casino, we believethe relevant indicator of volumes in the general casino should be table games win.For the year ended December 31, 2013, room revenues were $492.2 million, an increase of $12.2 million (2.6%) compared to prior year room revenue of$480 million. Room revenue at our Macau Operations decreased $3 million (2.6%) to $114.6 million compared to the prior year period of $117.7 million.During 2013, we renovated approximately 600 guestrooms in the original Wynn Macau tower, contributing to an approximate 4.8% reduction in the number ofavailable room-nights during the year. Room revenue at our Las Vegas Operations increased $15.3 million (4.2%) to $377.6 million compared to the prior yearroom revenue of $362.3 million. In Las Vegas, during 2013, we experienced an increase in occupancy and an increase in room rates compared to 2012. 48Table of ContentsThe table below sets forth key operating measures related to room revenue. Years EndedDecember 31, 2013 2012 Average Daily Rate Macau $313 $315 Las Vegas 258 252 Occupancy Macau 95.5% 93.0% Las Vegas 84.6% 82.9% REVPAR Macau $299 $293 Las Vegas 218 209 Other non-casino revenues for the year ended December 31, 2013, included food and beverage revenues of $586.7 million, retail revenues of $278.9million, entertainment revenues of $65.4 million, and other revenues from outlets such as the spa and salon, of $74.4 million. Other non-casino revenues forthe year ended December 31, 2012, included food and beverage revenues of $588.4 million, retail revenues of $261.6 million, entertainment revenues of$81.8 million, and other revenues from outlets, including the spa and salon, of $73.8 million. Food and beverage revenues were relatively flat year-over-year atour Macau Operations and Las Vegas Operations. Retail revenues at our Macau Operations increased $10.5 million (5.9%) due to stronger business in ourleased stores. Retail revenues at our Las Vegas Operations increased $6.7 million (8.0%) as we completed the reconfiguration to certain stores in our retail areaduring the first half of 2013. Entertainment revenues decreased $16.4 million (20%) due to a Las Vegas show that ended its run in November 2012.Departmental, Administrative and Other ExpensesFor the year ended December 31, 2013, departmental expenses included casino expenses of $2.8 billion, room expenses of $133.5 million, food andbeverage expenses of $323.6 million, and entertainment, retail and other expenses of $175.3 million. Also included are general and administrative expenses ofapproximately $448.8 million and $11.9 million charged as a provision for doubtful accounts receivable. For the year ended December 31, 2012,departmental expenses included casino expenses of $2.6 billion, room expenses of $126.5 million, food and beverage expenses of $308.4 million, andentertainment, retail and other expenses of $189.8 million. Also included are general and administrative expenses of approximately $441.7 million andapproximately $18.1 million charged as a provision for doubtful accounts receivable. Casino expenses have increased during the year ended December 31,2013 due primarily to higher gaming taxes commensurate with the increase in casino revenue at our Las Vegas Operations and Macau Operations (where weincur a gaming tax and other levies at a rate totaling 39% in accordance with the concession agreement). Food and beverage expenses increased over the prioryear period primarily due to additional nightclub promotional costs at our Las Vegas Operations. The decrease in entertainment, retail and other expenses wasdue primarily to a Las Vegas show that ended its run in November 2012. General and administrative expense increased primarily due to higher stock-basedcompensation expense related to the accelerated vesting of a restricted stock award that was previously granted to our former chief operating officer andincreased development costs partially offset by higher expenses related to the share redemption and litigation with a former shareholder that were incurredduring the prior year period. During the years ended 2013 and 2012, we recorded adjustments of $14.9 million and $30.9 million, respectively, to our reserveestimates for casino accounts receivable based on the results of historical collection patterns and current collection trends.Pre-opening costsDuring the year ended December 31, 2013, we incurred $3.2 million of pre-opening costs as compared to $0.5 million for the year ended December 31,2012. We began to incur pre-opening costs during October 2012 49Table of Contentsrelated to the design and planning for Wynn Palace. We expect our pre-opening costs to increase in the future as construction and development of Wynn Palacecontinues toward the expected completion in the first half of 2016.Depreciation and amortizationDepreciation and amortization for the year ended December 31, 2013, was $371.1 million compared to $373.2 million for the year ended December 31,2012.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 for the year ended December 31, 2013, was $17.1 million compared to $40 million for the year ended December 31, 2012.For the year ended December 31, 2013, property charges and other related primarily to miscellaneous renovations and abandonments at our resorts, a contracttermination fee and entertainment development costs. For the year ended December 31, 2012, property charges and other related primarily to a remodel of a LasVegas restaurant, charges related to the cancellation of a Las Vegas show which ended its run in November 2012, and miscellaneous renovations andabandonments.In 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 $15.7 million and $12.5 million for the years ended December 31, 2013 and 2012, respectively. This increase is mainly due tohigher cash balances during 2013. During 2013 and 2012, our short-term investment strategy was to preserve capital while retaining sufficient liquidity. Themajority of our short-term investments were primarily in money market accounts, time deposits and fixed deposits with a maturity of three months or less.Interest expense was $299 million, net of capitalized interest of $10.5 million for the year ended December 31, 2013, compared to $288.8 million, netof capitalized interest of $2 million, for the year ended December 31, 2012. Our interest expense increased compared to the prior year period primarily due tothe issuance of the Wynn Las Vegas $500 million 4 1/4% Senior Notes in May 2013 and a full period of expense for the $1.94 billion Redemption Note andthe Wynn Las Vegas $900 million 5 3/8% first mortgage notes, which were issued in 2012. Capitalized interest increased due to the construction costs ofWynn Palace. Capitalized interest will continue to increase with the ongoing borrowings and construction costs of Wynn Palace.We recorded a gain of $14.2 million and $1 million for the years ended December 31, 2013 and December 31, 2012, respectively, resulting from thechanges in the fair value of our interest rate swaps during those years. For further information on our interest rate swaps, see Item 7A—“Quantitative andQualitative Disclosures about Market Risk.” 50Table of ContentsDuring the year ended December 31, 2013, we recognized $40.4 million in loss from extinguishment of debt. On May 22, 2013, Wynn Las Vegascompleted the purchase of $274.7 million of the 7 7/8% First Mortgage Notes due 2017 (the “2017 Notes”) pursuant to a tender offer for any and all of the2017 Notes. In connection with this tender offer, Wynn Las Vegas paid $19.6 million in consideration to holders who tendered their notes. Additionally,Wynn Las Vegas expensed $6.7 million of unamortized financing costs and original issue discount related to the 2017 Notes and incurred other fees ofapproximately $0.3 million related to the tender offer. On November 1, 2013, Wynn Las Vegas redeemed the untendered 2017 Notes plus accrued and unpaidinterest. As a result of the redemption, we incurred redemption fees of $8.9 million and expensed $4.9 million of unamortized financing costs and originalissue discount.During the year ended December 31, 2012, we recognized $25.2 million in loss from extinguishment of debt primarily attributable to the amendment ofour credit agreements. In March 2012, Wynn Las Vegas entered into an eighth amendment to its Amended and Restated Credit Agreement (the “Wynn LasVegas Credit Agreement”). In connection with this amendment, Wynn Las Vegas prepaid all term loans under the Wynn Las Vegas Credit Agreement,terminated all of its revolving credit commitments that were due to expire in 2013, and terminated all but $100 million of its revolving credit commitmentsexpiring in 2015. In connection with this transaction, we expensed deferred financing fees of $4.8 million. Additionally, as described in Item 8—“FinancialStatements and Supplementary Data”, Note 8 “Long-Term Debt” to our Consolidated Financial Statements, we amended our Wynn Macau credit facilities inJuly 2012. In connection with amending the Wynn Macau credit facilities, we expensed $17.7 million of deferred financing costs and third party fees.Income TaxesFor the year ended December 31, 2013, we recorded a tax benefit of $17.6 million. Our income tax benefit is primarily related to a decrease in ourdeferred tax liabilities reduced by foreign taxes assessable on the dividends of Wynn Macau. Since June 30, 2010, we have no longer considered our portion ofthe tax earnings and profits of Wynn Macau, Limited to be permanently reinvested. No additional U.S. tax provision has been made with respect to amountsnot considered permanently reinvested as we anticipate that U.S. foreign tax credits should be sufficient to eliminate any U.S. tax provision relating to suchrepatriation. We have not provided deferred U.S. income taxes or foreign withholding taxes on temporary differences which are considered indefinitelyreinvested. On November 30, 2010, Wynn Macau received a second 5-year exemption from Macau’s 12% Complementary Tax on casino gaming profits,thereby exempting the casino gaming profits of Wynn Macau through December 31, 2015. Accordingly, we were exempted from the payment of approximately$107.3 million and $87.1 million in such taxes for the years ended December 31, 2013 and 2012, respectively. Our non-gaming profits remain subject to theMacau Complementary Tax and casino winnings remain subject to the Macau Special Gaming tax and other levies at a rate totaling 39% in accordance withour concession agreement.In April 2012, the Company reached an agreement with the Appellate division of the Internal Revenue Service (“IRS”) regarding issues raised during theexamination of the 2006 through 2009 U.S. income tax returns. The settlement with the Appellate division did not impact the Company’s unrecognized taxbenefits. The settlement of the 2006 through 2009 examination issues resulted in a cash tax payment of $1.3 million and the utilization of $3.1 million and$0.9 million in foreign tax credit and general business credit carryforwards, respectively.During December 2012, the IRS completed an examination of the Company’s 2010 U.S. income tax return and had no changes. In May 2013, theCompany received notification that the IRS completed its examination of the Company’s 2011 U.S. income tax return and had no changes.For tax year 2012, the Company is participating in the IRS Compliance Assurance Program (“CAP”), which accelerates IRS examination of keytransactions with the goal of resolving any issues before the taxpayer files its return. The Company believes the IRS will complete their examination of the 2012tax year in the next 12 months. In March 2013, the Company received notification that it had been selected for the Compliance 51Table of ContentsMaintenance phase of CAP for the 2013 tax year. In the Compliance Maintenance phase, the IRS, at its discretion, may reduce the level of review of thetaxpayer’s tax positions based on the complexity and number of issues, and the taxpayer’s history of compliance, cooperation and transparency in the CAP.The Company does not expect a change in its unrecognized tax benefits as a result of the completion of these examinations.In July 2012, the Macau Financial Services Bureau commenced an examination of the 2008 Macau income tax return of Wynn Macau. In November2012, the Company received the results of the examination. While no additional tax was due, adjustments were made to the Company’s foreign net operatingloss carryforwards.In January 2013, the Macau Financial Services Bureau examined the 2009 and 2010 Macau income tax returns of Palo, which is a co-holder of the landconcession for Wynn Palace. The exam resulted in no change to the tax returns.In March 2013, the Macau Financial Services Bureau commenced an examination of the 2009, 2010, and 2011 Macau income tax returns of WynnMacau. Since the examination is in its initial stages, the Company is unable to determine if it will conclude within the next 12 months. The Company believesthat its liability for uncertain tax positions is adequate with respect to these years.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 $275.5 million for the year ended December 31, 2013, compared to $226.7 million for the year endedDecember 31, 2012. This represents the noncontrolling interests’ share of net income from Wynn Macau, Limited for each year.Financial results for the year ended December 31, 2012 compared to the year ended December 31, 2011.RevenuesNet revenues for the year ended December 31, 2012 are comprised of $4,034.8 million in casino revenues (78.3% of total net revenues) and $1,119.5million of net non-casino revenues (21.7% of total net revenues). Net revenues for the year ended December 31, 2011 are comprised of $4,190.5 million incasino revenues (79.5% of total net revenues) and $1,079.3 million of net non-casino revenues (20.5% 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, 2012 of $4,034.8 million represents a $155.7 million (3.7%) decrease from casino revenues of $4,190.5 million for the year endedDecember 31, 2011. Our Las Vegas Operations experienced a $32.9 million (5.3%) decrease in casino revenues to $592.3 million, compared to the prior yearcasino revenues of $625.2 million due to a decrease in our table games win percentage (before discounts). Our Macau Operations experienced a $122.8 million(3.4%) decrease in casino revenues to $3,442.5 million for the year ended December 31, 2012, compared to the prior year due to lower turnover and holdpercentage in our VIP casino. 52Table of ContentsThe table below sets forth key gaming statistics related to our Macau and Las Vegas operations. Years Ended December 31, 2012 2011 Increase/(Decrease) PercentChange (amounts in thousands, except for win per day amounts) Macau Operations: VIP Casino VIP turnover $119,251,854 $123,099,838 $(3,847,984) (3.1)% VIP win as a % of turnover 2.84% 2.93% (0.09) pts — General Casino Drop(1) $2,764,664 $2,769,284 $(4,620) (0.2)% Table games win $843,001 $787,678 $55,323 7.0% Table games win %(1) 30.5% 28.4% 2.1 pts — Table games win per unit per day $11,549 $10,045 $1,504 15.0% Slot machine handle $4,697,463 $5,400,697 $(703,234) (13.0)% Slot machine win $247,020 $277,124 $(30,104) (10.9)% Slot machine win per unit per day $718 $760 $(42) (5.5)% Las Vegas Operations: Drop $2,591,833 $2,366,711 $225,122 9.5% Table games win $567,014 $589,093 $(22,079) (3.7)% Table games win % 21.9% 24.9% (3.0) pts — Table games win per unit per day $7,031 $7,188 $(157) (2.2)% Slot machine handle $2,908,678 $2,738,261 $170,417 6.2% Slot machine win $177,420 $170,027 $7,393 4.3% Slot machine win per unit per day $206 $184 $22 12.0% (1)Customers purchase general casino gaming chips at either the gaming tables or the casino cage. Chips purchased at the casino cage are excluded fromtable games drop and will increase the expected win percentage. With the increased purchases at the casino cage in our Macau general casino, we believethe relevant indicator of volumes in the general casino should be table games win.For the year ended December 31, 2012, room revenues were $480 million, an increase of $7.9 million (1.7%) compared to prior year room revenue of$472.1 million. Room revenue at our Las Vegas Operations increased $8.3 million (2.3%) to $362.3 million compared to the prior year room revenue of $354million. In Las Vegas, we experienced an increase in room rates during the year ended December 31, 2012, however our occupancy rate decreased 3.2percentage points, both compared to the prior year. We were able to achieve an increase in ADR as we adjusted rates to attract a higher quality customer whowould take advantage of all aspects of our resort. Room revenue at our Macau Operations did not change significantly during the year ended December 31,2012. 53Table of ContentsThe table below sets forth key operating measures related to room revenue. Years EndedDecember 31, 2012 2011 Average Daily Rate Macau $315 $315 Las Vegas 252 242 Occupancy Macau 93.0% 91.8% Las Vegas 82.9% 86.1% REVPAR Macau $293 $289 Las Vegas 209 208 Other non-casino revenues for the year ended December 31, 2012, included food and beverage revenues of $588.4 million, retail revenues of $261.6million, entertainment revenues of $81.8 million, and other revenues from outlets such as the spa and salon, of $73.8 million. Other non-casino revenues forthe year ended December 31, 2011, included food and beverage revenues of $547.7 million, retail revenues of $260.8 million, entertainment revenues of$82.2 million, and other revenues from outlets, including the spa and salon, of $71.8 million. Food and beverage revenues at our Las Vegas Operationsincreased $36.3 million (8%), while our Macau Operations increased $4.4 million (4.8%), as compared to the prior year. The increase in Las Vegas is dueprimarily to strong business in our beach club and nightclubs. Retail revenues at our Macau Operations increased $2.6 million (1.5%), while retail at our LasVegas Operations decreased by $1.8 million (2.1%). The increase at Wynn Macau is due primarily to strong same-store sales growth combined with newstores from the first half of 2012. Retail revenues at our Las Vegas Operations decreased as we reconfigured the Encore retail area and rebranded several retailoutlets. Entertainment revenues decreased $0.4 million (0.5%) from the prior year primarily due to a Las Vegas show that ended its run in November 2012 andanother Las Vegas show that ended in April 2011.Departmental, Administrative and Other ExpensesFor the year ended December 31, 2012, departmental expenses included casino expenses of $2,626.8 million, room expenses of $126.5 million, foodand beverage expenses of $308.4 million, and entertainment, retail and other expenses of $189.8 million. Also included are general and administrative expensesof approximately $441.7 million and $18.1 million charged as a provision for doubtful accounts receivable. For the year ended December 31, 2011,departmental expenses included casino expenses of $2,686.4 million, room expenses of $125.3 million, food and beverage expenses of $283.9 million, andentertainment, retail and other expenses of $214.4 million. Also included are general and administrative expenses of approximately $389.1 million andapproximately $33.8 million charged as a provision for doubtful accounts receivable. Casino expenses have decreased during the year ended December 31,2012 due to lower volume which caused lower junket commission expense and lower gaming taxes at our Macau Operations (where we incur a gaming tax andother levies at a rate totaling 39% in accordance with the concession agreement). Although our room revenues increased $7.9 million (1.7%), room expensesincreased only $1.2 million (1%) as the revenue increase was driven primarily by increased ADR. Food and beverage expenses increased over the prior yearprimarily due to additional nightclub promotional costs in Las Vegas. The decrease in entertainment, retail and other expenses was driven by the conversion ofcertain owned retail stores to leased outlets in Macau resulting in lower cost of sales. General and administrative expense increased primarily due to legal andother costs incurred related to the share redemption and litigation with a former stockholder, higher advertising costs, development and other activities. Theprovision for doubtful accounts decreased during the year ended December 31, 2012 as we recorded an adjustment of $30.9 million that benefitted our reserveestimates for casino accounts receivable based on the results of historical collection patterns and current collection trends. 54Table of ContentsPre-opening costsWe began to incur pre-opening costs during October 2012 related to the design and planning for our Wynn Palace Resort. We expect our pre-opening coststo increase in the future as construction and development of Wynn Palace continues toward the expected completion in the first half of 2016. There were no pre-opening expenses incurred during the year ended December 31, 2011.Depreciation and amortizationDepreciation and amortization for the year ended December 31, 2012, was $373.2 million compared to $398 million for the year ended December 31,2011. Depreciation expense decreased due to assets with a 5-year life being fully depreciated as of September 2011 at our Macau Operations and assets with athree and six year life becoming fully depreciated throughout 2011 at our Las Vegas Operations.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 for the year ended December 31, 2012, were $40 million compared to $130.6 million for the year ended December 31, 2011.Property charges and other for the year ended December 31, 2012 include the remodel of a Las Vegas restaurant, charges associated with the termination of aLas Vegas show that ended its run in November 2012, charges associated with the reconfiguration of Las Vegas retail areas and miscellaneous renovations andabandonments at our resorts.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.Other non-operating costs and expensesInterest income was $12.5 million and $7.7 million for the years ended December 31, 2012 and 2011, respectively. This increase in mainly due tohigher cash balances during 2012. During 2012 and 2011, our short-term investment strategy was to preserve capital while retaining sufficient liquidity.Beginning in April 2011, we have invested in certain corporate bond securities and commercial paper, in addition to holding money-market accounts, U.S.Treasury Bills and bank time deposits with a maturity of three months or less, which has contributed to the increase in interest income. 55Table of ContentsInterest expense was $288.8 million, net of capitalized interest of $2 million for the year ended December 31, 2012, compared to $229.9 million, net ofcapitalized interest of $0, for the year ended December 31, 2011. Our interest expense increased compared to the prior year primarily due to the issuance of the$1.94 billion Redemption Note by Wynn Resorts, the issuance of the Wynn Las Vegas $900 million 5 3/8% first mortgage notes in March 2012, and theincrease in the Wynn Macau term loan offset by the reduction of $370.9 million in Wynn Las Vegas term loan borrowings, all as described inItem 8—“Financial Statements and Supplementary Data”, Note 8—“Long-Term Debt”.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 $1million for the year ended December 31, 2012, resulting from the changes in the fair value of our interest rate swaps during the year. For the year endedDecember 31, 2011, we recorded a gain of $14.2 million resulting from the increase in the fair value of interest rate swaps between December 31, 2010 andDecember 31, 2011. For further information on our interest rate swaps, see Item 7A—“Quantitative and Qualitative Disclosures about Market Risk.”Income TaxesFor the year ended December 31, 2012, we recorded a tax expense of $4.3 million. Our income tax expense is primarily related to the timing of thepayment of dividends from Macau, stock option exercises and capital expenditures. Since June 30, 2010, we have no longer considered our portion of the taxearnings and profits of Wynn Macau, Limited to be permanently reinvested. No additional U.S. tax provision has been made with respect to amounts notconsidered permanently reinvested as we anticipate that U.S. foreign tax credits should be sufficient to eliminate any U.S. tax provision relating to suchrepatriation. We have not provided deferred U.S. income taxes or foreign withholding taxes on temporary differences which are considered indefinitelyreinvested. On November 30, 2010, Wynn Macau received a second 5-year exemption from Macau’s 12% Complementary Tax on casino gaming profits,thereby exempting the casino gaming profits of Wynn Macau through December 31, 2015. Accordingly, we were exempted from the payment of approximately$87.1 million and $82.7 million in such taxes for the years ended December 31, 2012 and 2011, respectively. Our non-casino profits remain subject to theMacau Complementary Tax and casino winnings remain subject to the Macau Special Gaming tax and other levies at a rate totaling 39% in accordance withour concession agreement.In April 2012, the Company reached an agreement with the Appellate division of the IRS regarding issues raised during the examination of the 2006through 2009 U.S. income tax returns. The settlement with the Appellate division did not impact the Company’s unrecognized tax benefits. The settlement ofthe 2006 through 2009 examination issues resulted in a cash tax payment of $1.3 million and the utilization of $3.1 million and $0.9 million in foreign taxcredit and general business credit carryforwards, respectively.Net income attributable to noncontrolling interestsWe recorded net income attributable to noncontrolling interests of $226.7 million for the year ended December 31, 2012, compared to $211.7 million forthe year ended December 31, 2011. The increase is attributable to the noncontrolling interests’ share of net income from Wynn Macau, Limited for each year.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, intercompany golf course and water rights leases, stock-basedcompensation, and other non-operating income and expenses, and includes equity in income from unconsolidated affiliates. Adjusted property EBITDA ispresented exclusively as a supplemental disclosure because we believe that it is widely used to measure the performance, and as a basis for valuation, ofgaming companies. We use adjusted property EBITDA as a measure of the operating performance of our segments and to compare the operating performance 56Table of Contentsof our properties with those of our competitors. We also present adjusted property EBITDA because it is used by some investors as a way to measure acompany’s ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reportedEBITDA as a supplement to financial measures in accordance with U.S. generally accepted accounting principles (“GAAP”). In order to view the operations oftheir casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their EBITDA calculations pre-opening expenses,property charges, corporate expenses and stock-based compensation that do not relate to the management of specific casino properties. However, adjustedproperty EBITDA should not be considered as an alternative to operating income as an indicator of our performance, as an alternative to cash flows fromoperating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike net income, adjustedproperty EBITDA does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. Wehave 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 adjusted property EBITDA may be different from the calculation methods usedby other companies and, therefore, comparability may be limited.The following table (amounts in thousands) summarizes adjusted property EBITDA for our Macau and Las Vegas Operations as reviewed bymanagement and summarized in Item 8—“Financial Statements and Supplementary Data”, Note 17 “Segment Information.” That footnote also presents areconciliation of adjusted property EBITDA to net income. Years Ended December 31, 2013 2012 2011 Macau Operations $1,324,119 $1,167,340 $1,196,232 Las Vegas Operations 486,682 408,472 439,036 Total Adjusted Property EBITDA $1,810,801 $1,575,812 $1,635,268 For the year ended December 31, 2013, the adjusted property EBITDA at both our Macau and Las Vegas Operations benefitted from stronger operatingresults primarily in the casino department due to an increase in table games volume and win percentage. Refer to the discussions above regarding the specificdetails of our results of operations.Liquidity and Capital ResourcesOperating ActivitiesOur operating cash flows primarily consist of our operating income generated by our Macau and Las Vegas 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 significantportion of our table games revenue is attributable to the play of a limited number of premium international customers that gamble on credit. The ability tocollect these gaming receivables may impact our operating cash flow for the period. Our rooms, food and beverage, and entertainment, retail, and other revenueis conducted primarily on a cash basis or as a trade receivable. Accordingly, operating cash flows will be impacted by changes in operating income andaccounts receivables.Net cash provided from operations for the year ended December 31, 2013 was $1.7 billion compared to $1.2 billion provided by operations for the yearended December 31, 2012. Cash flow from operations improved due to significant changes in ordinary working capital accounts such as accounts payablesand accrued expenses. Also benefitting operating cash flow was increased operating income that was driven primarily by stronger operating results in thecasino department. 57Table of ContentsDuring the year ended December 31, 2012, our operating activities provided $1.2 billion compared to $1.5 billion during the year ended December 31,2011. This decrease is primarily due to lower casino department profitability and changes in ordinary working capital accounts.Investing ActivitiesNet cash used in investing activities for the year ended December 31, 2013 was $677.6 million compared to $344.9 million for the year endedDecember 31, 2012. Net cash used in investing activities was primarily driven by capital expenditures, net of construction payables and retention of $506.8million and $241 million for the years ended December 31, 2013 and 2012, respectively. During the year ended December 31, 2013, capital expendituresincluded $381.1 million in site preparation costs and piling work for Wynn Palace, along with capital expenditures for various other renovations at ourresorts. Capital expenditures during the year ended December 31, 2012 primarily related to various renovations at our resorts, a one-time payment of $50million in consideration of an unrelated third party’s relinquishment of certain rights in and to any future development on the Cotai land that we are using forconstructing Wynn Palace, as well as site preparation costs for Wynn Palace.During the year ended December 31, 2011, our net cash used in investing activities was $459.1 million. Our primary use of cash was for theinvestment of $215.5 million in corporate debt securities and commercial paper, net of maturities, and $184.1 million in capital expenditures primarily forroom and suite remodel at Wynn Las Vegas and various other renovations at our resorts.Financing ActivitiesNet cash flows used in financing activities were $291.1 million for the year ended December 31, 2013, which was primarily attributable to payment ofdividends of $1,035 million and the redemption of first mortgage notes of $500 million, offset by proceeds from the issuance of senior notes of$1,100 million and the increase in our senior term loan facility of $200 million.Net cash flows used in financing activities were $382.5 million for the year ended December 31, 2012, which was primarily attributable to principalpayments of $1,022.8 million on term loan facilities and payment of dividends of $955.5 million, partially offset by proceeds of $1,648.6 million from theissuance of first mortgage notes of $900 million and proceeds of $748.6 million from the fully funded senior term loan facility.During the year ended December 31, 2011, we used cash flows in financing activities of $1,057.6 million primarily attributable to payment ofdividends.Macau OperationsOn October 16, 2013, Wynn Macau, Limited (“WML”), an indirect subsidiary of Wynn Resorts, Limited, entered into an Indenture, dated as ofOctober 16, 2013 (the “WML Indenture”), between WML and Deutsche Bank Trust Company Americas, as trustee, pursuant to which WML issued $600million aggregate principal amount of 5 1/4% Senior Notes due 2021 (the “2021 Notes”). WML received net proceeds of approximately $591.5 million fromthe offering of the 2021 Notes after deducting commissions and estimated expenses of the offering and will use the net proceeds for working capitalrequirements and general corporate purposes.The WML Indenture contains covenants limiting WML’s (and certain of its subsidiaries’) ability to, among other things: merge or consolidate withanother company; transfer or sell all or substantially all of its properties or assets; and lease all or substantially all of its properties or assets. The terms of theWML Indenture contain customary events of default, including, but not limited to: default for 30 days in the payment when due of interest on the 2021 Notes;default in the payment when due of the principal of, or premium, if any, on the 2021 Notes; failure to comply with any payment obligations relating to therepurchase by WML of the 2021 Notes upon a change of control; failure to comply with certain covenants in the WML Indenture; certain defaults on certain 58Table of Contentsother indebtedness; failure to pay judgments against WML or certain subsidiaries that, in the aggregate, exceed $50 million; and certain events of bankruptcyor insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency, all 2021 Notes then outstanding will become due andpayable immediately without further action or notice.During the year ended December 31, 2012, Wynn Macau repaid $150.4 million of borrowings under the Wynn Macau Senior Revolving Credit Facility.On June 27, 2012, the Wynn Macau Senior Revolving Credit Facility matured with an outstanding balance of $0.On July 31, 2012, Wynn Macau amended and restated its credit facilities, dated September 14, 2004 (as so amended and restated, the “Amended WynnMacau Credit Facilities”), and appointed Bank of China Limited, Macau Branch as intercreditor agent, facilities agent and security agent. The AmendedWynn Macau Credit Facilities took effect on July 31, 2012 and expand availability under Wynn Macau’s senior secured bank facility to $2.3 billionequivalent, consisting of a $750 million equivalent fully funded senior secured term loan facility and a $1.55 billion equivalent senior secured revolvingcredit facility. Borrowings under the Amended Wynn Macau Credit Facilities, which consist of both Hong Kong Dollar and United States Dollar tranches,were used to refinance Wynn Macau’s existing indebtedness, and will be used to fund the design, development, construction and pre-opening expenses ofWynn Palace, and for general corporate purposes.On July 30, 2013, Wynn Macau exercised its option to increase the senior term loan facility by $200 million equivalent pursuant to the terms andprovisions of the Amended Wynn Macau Credit Facilities. The $200 million equivalent was fully funded as of July 31, 2013 and is required to be used for thepayment of certain Wynn Palace related construction and development costs.The term loan facility matures in July 2018, and the revolving credit facility matures in July 2017. The principal amount of the term loan is required tobe repaid in two equal installments in July 2017 and July 2018. The senior secured facilities will bear interest for the first six months after closing at LIBORor HIBOR plus a margin of 2.50% and thereafter will be subject to LIBOR or HIBOR plus a margin of between 1.75% to 2.50% based on Wynn Macau’sleverage ratio.Borrowings under the Amended Wynn Macau Credit Facilities are guaranteed by Palo Real Estate Company Limited (“Palo”), a subsidiary of WynnMacau, and by certain subsidiaries of the Company that own equity interests in Wynn Macau, and are secured by substantially all of the assets of WynnMacau, the equity interests in Wynn Macau and substantially all of the assets of Palo.In connection with amending the Wynn Macau credit facilities, we expensed $17.7 million and capitalized $33.2 million of financing costs in the yearended December 31, 2012.The Amended 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 has a Consolidated Leverage Ratio, as defined in the Amended Wynn Macau Credit Facilities,of greater than 4.0 to 1, such repayment is defined as 50% of Excess Cash Flow, as defined in the Amended Wynn Macau Credit Facilities. If the ConsolidatedLeverage Ratio is equal or less than 4.0 to 1, then no excess cash flow prepayment is required. Based on current estimates the Company does not believe thatthe Wynn Macau Consolidated Leverage Ratio during the year ending December 31, 2014 will exceed 4.0 to 1. Accordingly, the Company does not expect tomake any mandatory repayments pursuant to this requirement during 2014.The Amended Wynn Macau Credit Facilities contain customary covenants restricting certain activities including, but not limited to: the incurrence ofadditional indebtedness, the incurrence or creation of liens on any of its property, sales and leaseback transactions, the ability to dispose of assets, and makeloans or other investments. In addition, Wynn Macau was required by the financial covenants to maintain a Leverage Ratio, as defined in the Amended WynnMacau Credit Facilities, of not greater than 4.0 to 1 as of December 31, 2013, and 59Table of Contentsan Interest Coverage Ratio, as defined, of not less than 2.00 to 1. Management believes that Wynn Macau was in compliance with all covenants atDecember 31, 2013.Las Vegas OperationsOn May 15, 2013, Wynn Las Vegas, LLC commenced the tender offer for any and all of the outstanding $500 million aggregate principal amount ofthe 2017 Notes of Wynn Las Vegas and Wynn Las Vegas Capital Corp., an indirect wholly owned subsidiary of Wynn Resorts, Limited (together with WynnLas Vegas, the “Issuers”), and a solicitation of consents to certain proposed amendments to the indenture (the “2017 Indenture”) governing the 2017 Notes.The tender offer expired on May 21, 2013 and at the time of expiration, Wynn Las Vegas had received valid tenders with respect to approximately$274.7 million of the $500 million aggregate principal amount of the 2017 Notes outstanding. On May 22, 2013, note holders who validly tendered their 2017Notes received the total consideration of $1,071.5 for each $1,000 principal amount of 2017 Notes, the premium portion of which totaled approximately$19.6 million. In accordance with accounting standards, the tender offer premium was expensed and is included in loss on extinguishment of debt in theaccompanying Consolidated Statements of Income. In addition, upon the tender offer completion, the Issuers entered into a supplemental indenture, whicheliminated substantially all of the restrictive covenants and certain events of default from the 2017 Indenture.Also in connection with this transaction, unamortized financing costs and original issue discount related to the 2017 Notes totaling $6.7 million wereexpensed and are included in loss on extinguishment of debt in the accompanying Consolidated Statements of Income.On November 1, 2013, the Company redeemed the untendered 2017 Notes principal amount of $225.3 million. The redemption price was equal to103.938% of the aggregate principal amount of the 2017 Notes plus accrued and unpaid interest on November 1, 2013. The total redemption fees paid were$8.9 million and we expensed $4.9 million of unamortized financing costs and original issue discount.Separately, on May 22, 2013, the Issuers completed the issuance of $500 million aggregate principal amount of 4 1/4% Senior Notes due 2023 (the“2023 Notes”) pursuant to an indenture, dated as of May 22, 2013 (the “2023 Indenture”), among the Issuers, all of the Issuers’ subsidiaries, other thanWynn Las Vegas Capital Corp. which was a co-issuer, and U.S. Bank National Association, as trustee. The 2023 Notes were issued at par. The Issuers usedthe net proceeds from the 2023 Notes to cover the cost of purchasing the 2017 Notes tendered in the tender offer. In addition, the Issuers satisfied anddischarged the 2017 Indenture and, in November 2013, used the remaining net proceeds to redeem any and all of the 2017 Notes not previously tendered. Inconnection with the issuance of the 2023 Notes, the Company capitalized approximately $4.1 million of financing costs.The 2023 Notes will mature on May 30, 2023 and bear interest at the rate of 5 1/4% per annum. The Issuers may redeem all or a portion of the 2023Notes at any time, which redemption price includes a make-whole premium if redeemed before February 28, 2023. The 2023 Notes are also subject tomandatory redemption requirements imposed by gaming laws and regulations of gaming authorities in Nevada.The 2023 Indenture contains covenants limiting the Issuers’ and the Issuers’ restricted subsidiaries’ ability to: create liens on assets to secure debt; enterinto sale-leaseback transactions; and merge or consolidate with another company. These covenants are subject to a number of important and significantlimitations, qualifications and exceptions.The 2023 Notes are the Issuers’ senior unsecured obligations and rank pari passu in right of payment with the Issuers’ outstanding 7 7/8% FirstMortgage Notes due 2020 (“7 7/8% 2020 Notes”), 7 3/4% First Mortgage Notes due 2020 (the “7 3/4% 2020 Notes”) and 5 3/8% First Mortgage Notes Due2022 (the “2022 Notes” and, together with the 7 7/8% 2020 Notes and 7 3/4% Notes, the “Existing Notes”). The 2023 Notes are secured by a first prioritypledge of the Company’s equity interests, the effectiveness of which is subject to the prior approval of the Nevada gaming authorities. The equity interests ofthe Company also secure the Existing Notes. If Wynn Resorts, Limited receives an investment grade rating from one or more ratings agencies, the first prioritypledge securing the 2023 Notes will be released. 60Table of ContentsOn March 12, 2012, the Issuers issued, in a private offering, $900 million aggregate principal amount of 2022 Notes pursuant to an Indenture, datedas of March 12, 2012 (the “2022 Indenture”). A portion of the proceeds were used to repay all amounts outstanding under the Wynn Las Vegas term loanfacilities. In October 2012, the Issuers commenced an offer to exchange all of the 2022 Notes for notes registered under the Securities Act of 1933, as amended.The exchange offer closed on November 6, 2012.The 2022 Notes will mature on March 15, 2022 and bear interest at the rate of 5 3/8% per annum. The Issuers may redeem all or a portion of the 2022Notes at any time on or after March 15, 2017, at a premium decreasing ratably to zero, plus accrued and unpaid interest. In addition, prior to March 15,2015, the Issuers may redeem up to 35% of the aggregate principal amount of the 2022 Notes with the net proceeds of one or more qualified equitycontributions made to the Issuers by their parent, Wynn Resorts, Limited. The 2022 Notes are also subject to mandatory redemption requirements imposed bygaming laws and regulations of gaming authorities in Nevada.The 2022 Indenture contains covenants limiting the Issuers’ and the Issuers’ restricted subsidiaries’ ability to: pay dividends or distributions orrepurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter into transactions with affiliates; issue stock of, ormember’s interests in, subsidiaries; enter into sale-leaseback transactions; engage in other businesses; merge or consolidate with another company; transferand sell assets; issue disqualified stock; create dividend and other payment restrictions affecting subsidiaries; and designate restricted and unrestrictedsubsidiaries. These covenants are subject to a number of important and significant limitations, qualifications and exceptions.Concurrently with the issuance of the 2022 Notes, Wynn Las Vegas, LLC entered into an eighth amendment (“Amendment No. 8”) to its Amended andRestated Credit Agreement (the “Wynn Las Vegas Credit Agreement”). Amendment No. 8 amended the Wynn Las Vegas Credit Agreement to, among otherthings, permit the issuance of the 2022 Notes. With the issuance of the 2022 Notes, Wynn Las Vegas prepaid all term loans under the Wynn Las Vegas CreditAgreement, terminated all of its revolving credit commitments that were due to expire in 2013, and terminated all but $100 million of its revolving creditcommitments expiring in 2015. In connection with this transaction, Wynn Las Vegas expensed deferred financing costs of $4.8 million.On September 17, 2012, Wynn Las Vegas terminated the Wynn Las Vegas Credit Agreement. No loans were outstanding under the Wynn Las VegasCredit Agreement at the time of termination. Prior to such termination, certain letters of credit in which lenders had participated pursuant to the Wynn LasVegas Credit Agreement were reallocated to a separate, unsecured letter of credit facility provided by Deutsche Bank, A.G. Wynn Las Vegas, LLC did notincur any early termination penalties in connection with the termination.In connection with the termination, the Company expensed $2.6 million of previously deferred financing costs and third party fees related to the WynnLas Vegas Credit Agreement.For more information on our outstanding first mortgage notes, see Item 8—“Financial Statements and Supplementary Data”, Note 8 “Long-Term Debt.”Capital ResourcesAt December 31, 2013, we had approximately $2,435 million of cash and cash equivalents and $254.4 million of available-for-sale investments inforeign and domestic debt securities with maturities of up to 2 years. Our cash is available for operations, debt service and retirement, development activities,general corporate purposes and enhancements to our resorts. In addition, we had $199.9 million of restricted cash for Wynn Palace related construction anddevelopment costs. Of these amounts, Wynn Macau, Limited and its subsidiaries held $1,822.3 million and $4.9 million in cash and available-for-saleinvestments, respectively, of which we own 72.3%. If our portion of this cash was repatriated to the U.S. on December 31, 2013, approximately two-thirds ofthis amount would be subject to U.S. tax in the year of repatriation. Wynn Resorts, Limited, which is not a 61Table of Contentsguarantor of the debt of its subsidiaries, held $381.6 million (including cash of its subsidiaries other than those of Wynn Las Vegas and Wynn Macau) and$249.5 million of cash and available-for-sale investments, respectively. Wynn Las Vegas LLC held cash balances of $231.2 million.On July 30, 2013, Wynn Macau exercised its option to increase the senior term loan facility by $200 million equivalent pursuant to the terms andprovisions of the Amended Wynn Macau Credit Facilities. The $200 million equivalent was fully funded as of July 31, 2013 and is required to be used for thepayment of certain Wynn Palace related construction and development costs.We believe that cash flow from operations, availability under our Wynn Macau credit facility and our existing cash balances will be adequate to satisfyour anticipated uses of capital during 2014. If any additional financing becomes necessary, we cannot provide assurance that future borrowings will beavailable.Cash and cash equivalents include cash in bank and fixed deposits, investments in money market funds, domestic and foreign bank time deposits andcommercial paper, all with maturities of less than 90 days.Redemption Price Promissory NoteBased on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, we redeemed and cancelled Aruze USA, Inc.’s 24,549,222 sharesof Wynn Resorts’ common stock. Following a finding of “unsuitability,” our articles of incorporation authorize redemption at “fair value” of the shares heldby unsuitable persons. We engaged an independent financial advisor to assist in the fair value calculation and concluded that a discount to the then 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 our articles of incorporation, we issued the Redemption Price Promissory Note (the “Redemption Note”) to Aruze USA, Inc., a formerstockholder and related party, in redemption of the shares. The Redemption Note has a principal amount of approximately $1.94 billion, matures onFebruary 18, 2022 and bears interest at the rate of 2% per annum, payable annually in arrears on each anniversary of the date of the Redemption Note. Wemay, in our sole and absolute discretion, at any time and from time to time, and without penalty or premium, prepay the whole or any portion of the principalor interest due under the Redemption Note. In no instance shall any payment obligation under the Redemption Note be accelerated except in the sole andabsolute discretion of Wynn Resorts or as specifically mandated by law. The indebtedness evidenced by the Redemption Note is and shall be subordinated inright of payment, to the extent and in the manner provided in the Redemption Note, to the prior payment in full of all existing and future obligations of WynnResorts and of its affiliates in respect of indebtedness for borrowed money of any kind or nature. Aruze USA, Inc., Universal Entertainment Corporation andKazuo Okada have challenged the redemption of Aruze USA, Inc.’s shares and we are currently involved in litigation with those parties as well as relatedshareholder derivative litigation. The outcome of these various proceedings cannot be predicted. If any of these proceedings were to be determined adversely tous or a settlement involving a payment of a material sum of money were to occur, there could be a material adverse effect on our financial condition and resultsof operations. See Item 1A—“Risk Factors”, Item 3—“Legal Proceedings” and Item 8—“Financial Statements and Supplementary Data”, Note 16“Commitments and Contingencies”.Wynn Resorts, LimitedDuring the years ended December 31, 2013, 2012 and 2011, we paid cash dividends totaling $7.00 per share, $9.50 per share and $6.50 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. As of December 31, 2013, we had purchased a cumulative total of 12,978,085 shares of our common stock for a net cost of $1.1 billion under theprogram, with no purchases made under this program during the years ended December 31, 2013, 2012, and 2011. 62Table of ContentsDuring 2013 and 2012, the Company repurchased a total of 114,355 (8,796 shares were purchased during the fourth quarter 2013) and 7,640 shares,respectively, in satisfaction of tax withholding obligations on vested restricted stock.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, 2013, we had unsecuredoutstanding letters of credit totaling $16.7 million.Contractual Obligations and CommitmentsThe following table summarizes our scheduled contractual commitments at December 31, 2013 (amounts in millions): Payments Due By Period LessThan1 Year 1 to 3Years 4 to 5Years After5 Years Total Long-term debt obligations $1.1 $2.8 $981.5 $5,608.5 $6,593.9 Fixed interest payments 269.9 539.7 539.7 661.5 2,010.8 Estimated variable interest payments[1] 22.9 45.8 26.5 — 95.2 Operating leases 8.8 14.7 3.4 4.8 31.7 Construction contracts and commitments 970.0 1,327.8 — — 2,297.8 Leasehold interest in land 29.3 46.8 — — 76.1 Employment agreements 53.5 60.8 19.1 9.1 142.5 Other[2] 80.6 67.8 42.1 99.3 289.8 Total commitments $1,436.1 $2,106.2 $1,612.3 $6,383.2 $11,537.8 [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, 2013. Such rates continue at historical lows as of December 31, 2013. Actual rates will vary.[2]Other includes open purchase orders, future charitable contributions, fixed gaming tax payments in Macau and other contracts. As further discussed inItem 8—“Financial Statements and Supplementary Data”, Note 15 “Income Taxes”, of this report, we had $89.5 million of unrecognized tax benefitsas of December 31, 2013. Due to the inherent uncertainty of the underlying tax positions, it is not practicable to assign this liability to any particularyear and therefore it is not included in the table above as of December 31, 2013.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 Macau and Wynn Las Vegas debt instruments significantly restrict our abilityto pay dividends. Specifically, Wynn Las Vegas, LLC and certain of its subsidiaries are restricted under the indentures governing its notes from makingcertain “restricted payments” as defined in the indentures. These restricted payments include the payment of dividends or distributions to any direct or indirectholders of equity interests of Wynn Las Vegas, LLC. These restricted payments may not be made unless certain financial and non-financial criteria have beensatisfied. While the Amended Wynn Macau Credit Facilities contain 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 AmendedWynn Macau Credit Facilities. 63Table of ContentsWynn Las Vegas, LLC intends to fund its operations and capital requirements from cash on hand and operating cash flow. We cannot assure youhowever, that our Las Vegas Operations will generate sufficient cash flow from operations or the availability of additional indebtedness will be sufficient toenable us to service and repay Wynn Las Vegas, LLC’s indebtedness and to fund its other liquidity needs. Similarly, we expect that our Macau Operationswill fund Wynn Macau’s debt service obligations with existing cash, operating cash flow and availability under the Amended Wynn Macau Credit Facilities.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 on or beforematurity. We cannot assure you that we will be able to refinance any of the indebtedness on acceptable terms or at all. Certain legal matters may also impactour liquidity. As described in our Notes to Consolidated Financial Statements, Note 16—“Commitments and Contingencies”, Elaine Wynn has submitted across claim against Steve Wynn and Kazuo Okada. The Indentures for Wynn Las Vegas provide that if Stephen A. Wynn, together with certain relatedparties, in the aggregate beneficially owns a lesser percentage of the outstanding common stock of the Company than are beneficially owned by any otherperson, a change of control will have occurred. If Elaine Wynn prevails in her cross claim, Stephen A. Wynn would not beneficially own or control ElaineWynn’s shares and a change in control may result under the Wynn Las Vegas debt documents.In the future, we may periodically consider repurchasing our outstanding notes for cash. The amount of any notes to be repurchased, as well as thetiming of any repurchases, will be based on business, market and other conditions and factors, including price, contractual requirements or consents, andcapital availability. Any repurchases might be made using a variety of methods, which may include open market purchases, privately negotiated transactions,or by any combination of those methods, in compliance with applicable securities laws and regulations.New 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 the Company. 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 our articles of incorporation and redeemed and cancelled all of Aruze USA, Inc.’s, 24,549,222 shares of Wynn Resorts’common stock. Pursuant to our articles of incorporation, we issued the Redemption Note to Aruze USA, Inc. in redemption of the shares. For additionalinformation on the redemption and the Redemption Note, see Notes to Consolidated Financial Statements, Note 16—“Commitments and Contingencies.”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 64Table of Contentsaccounting policies require management to apply significant judgment in defining the appropriate assumptions integral to financial estimates. On an ongoingbasis, management evaluates those estimates, including those relating to the estimated lives of depreciable assets, asset impairment, allowances for doubtfulaccounts, accruals for customer loyalty rewards, contingencies, litigation and other items. Judgments are based on historical experience, terms of existingcontracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherentdegree 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 contracts entered into in August 2004 and May 2012 are being amortized over 25years, to the initial term of the concession contract, which currently terminate in August 2029 and May 2037. Depreciation on a majority of the assetscomprising Wynn Macau commenced in September of 2006, when Wynn Macau opened. The maximum useful life of assets at Wynn Macau is deemed to bethe remaining life of the land concession which currently expires in August 2029, or the gaming concession which currently expires in June 2022.Consequently, depreciation related to Wynn Macau will generally be charged over shorter periods when 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.Redemption Price Promissory NoteIn connection with the redemption of the shares previously held by Aruze USA, Inc., we recorded the fair value of the Redemption Note of approximately$1.94 billion in accordance with applicable accounting guidance. We utilized an independent third party valuation to assist in the determination of this fairvalue. In determining this fair value, we estimated the Redemption Note’s present value using discounted cash flows with a probability weighted expectedreturn for redemption assumptions and a discount rate which included time value and non-performance risk adjustments commensurate with risk of theRedemption Note. 65Table of ContentsConsiderations for the redemption assumptions included the stated maturity of the Redemption Note, uncertainty of the related cash flows as well aspotential effects of the following: uncertainties surrounding the potential outcome and timing of pending litigation with the Aruze USA, Inc. (at the time astockholder of Wynn Resorts), Universal Entertainment Corporation (Aruze USA, Inc.’s parent company), and Kazuo Okada (the majority shareholder ofUniversal Entertainment Corporation and former director of the Company and certain of its subsidiaries and affiliates) (collectively, the “Okada Parties”) (seeNote 16—“Commitments and Contingencies”); the outcome of on-going investigations of Aruze USA, Inc. by the United States Attorney’s Office, the U.S.Department of Justice and the Nevada Gaming Control Board; and other potential legal and regulatory actions. In addition, in the furtherance of various futurebusiness objectives, we considered our ability, at our sole option, to prepay the Redemption Note at any time in accordance with its terms withoutpenalty. Accordingly, we reasonably determined that the estimated life of the Redemption Note could be less than the contractual life of the Redemption Note.In determination of the appropriate discount rate to be used in the estimated present value, the Redemption Note’s subordinated position relative to allother debt in our capital structure and credit ratings associated our traded debt were considered. Observable inputs for the risk free rate based on FederalReserve rates for U.S. Treasury securities and credit risk spread based on a yield curve index of similarly rated debt were used. As a result of this analysis,we concluded the Redemption Notes’ stated rate of 2% approximated a market rate.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.Allowance 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. 66Table of ContentsOur goal is to maintain strict controls over the issuance of credit and aggressively pursue collection from those customers who fail to pay their balances in atimely fashion. These collection efforts may include the mailing of statements and delinquency notices, personal contacts, the use of outside collectionagencies, and litigation. Markers issued at our Las Vegas Operations are generally legally enforceable instruments in the United States, and United Statesassets 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, 2013 and 2012, approximately 86% and 84% of our casino accounts receivable were owed by customers from foreign countries,primarily in Asia. In addition to enforceability issues, the collectability of markers given by foreign customers is affected by a number of factors includingchanges 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 loss factors based on historical marker collection history to aged account balances and we specifically analyze the collectability of each account with abalance over a specified dollar amount, based upon the age, the customer’s financial condition, collection history and any other known information.The following table presents key statistics related to our casino accounts receivable (amounts in thousands): December 31,2013 December 31,2012 Casino accounts receivable $252,998 $275,302 Allowance for doubtful casino accounts receivable $73,561 $101,548 Allowance as a percentage of casino accounts receivable 29.1% 36.9% Percentage of casino accounts receivable outstanding over 180 days 30.3% 34.3% 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. In June 2013, the Company recorded an adjustment to itsreserve estimates for casino accounts receivable based on the results of historical collection patterns and current collection trends. For the year endedDecember 31, 2013, this adjustment benefitted operating income by $14.9 million and net income attributable to Wynn Resorts, Limited by $12 million (or$0.12 per share on a fully diluted basis). For the year ended December 31, 2012, this adjustment benefitted operating income by $30.9 million and net incomeattributable to Wynn Resorts, Limited by $23.3 million (or $0.22 per share on a fully diluted basis). Our reserve methodology is applied similarly to creditextended at each of our resorts. As of December 31, 2013 and 2012, approximately 24.8% and 30.8%, respectively, of our outstanding casino accountreceivable balance originated at our Macau Operations.At December 31, 2013, 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 $2.5 million. 67Table of ContentsAs 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 account balances can be significant, the reserve and the provision can changesignificantly between periods, as we become aware of additional information about 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, 2013,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 77,800 options granted in 2013 would have resultedin an approximate $0.01 million change in fair value. Expected term represents the estimated average time between the option’s grant date and its exercise date.A 10% change in the expected term assumption for the 77,800 options granted in 2013 would have resulted in an approximate $0.3 million change in fairvalue. 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). 68Table of ContentsIncome 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, 2013, we have a foreign tax credit carryover of $2,615 million and we have recorded a valuation allowance of $2,543 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. As we become more profitable, eachyear we reevaluate our methodology in determining the need for valuation allowances. The estimated future foreign tax credit realization was based upon theestimated future taxable income from the reversal of “net” U.S. taxable temporary differences that we expect will reverse during the 10-year foreign tax creditcarryover period. The amount of the valuation allowance is subject to change based upon the actual reversal of temporary differences and future taxable incomeexclusive of reversing temporary differences.Our income tax returns are subject to examination by the IRS and other tax authorities in the locations where we operate. We assess potentiallyunfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standards prescribe a minimumrecognition 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 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, we recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes.Recently Issued Accounting StandardsIn July 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that amends the presentation requirements ofan unrecognized tax benefit when a loss or other carryforward exists. The update would require the netting of unrecognized tax benefits against a deferred taxasset for a loss or other carryforward that would apply in settlement of the uncertain tax positions. The effective date for this update is for the annual andinterim periods beginning after December 15, 2013. The Company is currently evaluating the impact, if any, of adopting this statement on its consolidatedfinancial statements. 69Table of ContentsIn February 2013, the FASB issued an accounting standards update that amends the presentation requirements for reclassifications out of accumulatedother comprehensive income. The amendment would require an entity to present amounts reclassified out of accumulated other comprehensive income bycomponent either on the face of the statement where net income is presented or in the notes. This update is effective prospectively for reporting periodsbeginning after December 15, 2012. The Company has adopted this update; Item 8—“Financial Statements and Supplementary Data”, Note3—“Accumulated Other Comprehensive Income.”In July 2012, the FASB issued an accounting standards update that is intended to simplify the guidance for testing the decline in the realizable value(impairment) of indefinite-lived intangible assets other than goodwill. The update allows for the consideration of qualitative factors in determining whether it isnecessary to perform quantitative impairment tests. The effective date for this update is for the years and interim impairment tests performed for yearsbeginning after September 15, 2012. The adoption of this guidance did not have a material effect on the Company’s financial statements.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. SeeItem 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—FinancingActivities.” We attempt to manage interest rate risk by managing the mix of long-term fixed rate borrowings and variable rate borrowings supplemented byhedging activities as believed by us to be appropriate. We cannot assure you that these risk management strategies have had the desired effect, and interest ratefluctuations could have 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, 2013 of our expectedlong-term indebtedness and related weighted average interest rates by expected maturity dates. However, we cannot predict the LIBOR or HIBOR rates that willbe in effect in the future. As of December 31, 2013, such rates remain at historic lows. Actual rates will vary. The one-month LIBOR and HIBOR rates atDecember 31, 2013 of 0.1677% and 0.2100%, respectively were used 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 2014 2015 2016 2017 2018 Thereafter Total (in millions) Long-term debt: Fixed rate $— $— $— $— $— $5,608 $5,608 Average interest rate — % — % — % — % — % 4.8% 4.8% Variable rate $1.1 $1.4 $1.4 $405 $576 $— $985 Average interest rate 1.4% 1.4% 1.4% 1.9% 2.0% — % 1.9% 70Table of ContentsInterest 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.Macau OperationsEffective, September 28, 2012, we entered into two interest rate swap agreements intended to hedge a portion of the underlying interest rate risk onborrowings under the Amended Wynn Macau Credit Facilities. Under the two swap agreements, the Company pays a fixed interest rate (excluding theapplicable interest margin) of 0.73% on notional amounts corresponding to borrowings of HK$3.95 billion (approximately $509.4 million) incurred under theAmended Wynn Macau Credit Facilities in exchange for receipts on the same amount at a variable interest rate based on the applicable HIBOR at the time ofpayment. These interest rate swaps fix the all-in interest rate on such amounts at 2.48% to 3.23%. These interest rate swap agreements mature in July 2017.Effective October 31, 2012, we entered into a third interest rate swap agreement intended to hedge a portion of the underlying interest rate risk onborrowings under the Amended Wynn Macau Credit Facilities. Under this swap agreement, the Company pays a fixed interest rate (excluding the applicableinterest margin) of 0.6763% on notional amounts corresponding to borrowings of $243.8 million incurred under the Amended Wynn Macau Credit Facilitiesin exchange for receipts on the same amount at a variable rate based on the applicable LIBOR at the time of payment. This interest rate swap fixes the all-ininterest rate on such amounts at 2.4263% to 3.1763%. This interest rate swap agreement matures in July 2017.As of December 31, 2013, the interest rate swaps were recorded as an asset of $10.3 million and included in deposits and other assets. As ofDecember 31, 2012, the interest rate swaps were recorded as a liability of $3.9 million and included in other long-term liabilities.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.Las Vegas OperationsIn June 2012, we terminated our only Wynn Las Vegas swap for a payment of $2.4 million.Other Interest Rate Swap InformationThe following table provides information about our interest rate swaps, by contractual maturity dates, as of December 31, 2013 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 2014 2015 2016 2017 2018 Thereafter Total (in millions) Average notional amount $— $— $— $753.0 $— $— $753.0 Average pay rate —% —% —% 0.71% —% —% 0.71% Average receive rate —% —% —% 0.60% —% —% 0.60% 71Table of ContentsWe do not use derivative financial instruments, other financial instruments or derivative commodity instruments for trading or speculative purposes.Interest Rate SensitivityAs of December 31, 2013, approximately 96% all of our debt was based on fixed rates, including the notional amounts related to interest rate swaps.Based on our borrowings as of December 31, 2013, an assumed 1% change in the variable rates would cause our annual interest cost to change by $2.3million.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 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.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. Approximately53% of our cash balances are denominated in foreign currencies, primarily the Hong Kong Dollar. Based on our balances at December 31, 2013, an assumed1% change in the US dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of approximately $12.3 million. 72Table of ContentsITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public AccountingFirm on Internal Control over Financial Reporting 74 Report of Independent Registered Public AccountingFirm on the Consolidated Financial Statements 75 Consolidated Balance Sheets 76 Consolidated Statements of Income 77 Consolidated Statements of Comprehensive Income 78 Consolidated Statements of Stockholders’ Equity 79 Consolidated Statements of Cash Flows 80 Notes to Consolidated Financial Statements 81 73Table 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, 2013, based oncriteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992framework) (the “COSO criteria”). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for itsassessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control OverFinancial Reporting, included in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on ouraudit.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, 2013, based onthe COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 2013 consolidatedfinancial statements of Wynn Resorts, Limited and subsidiaries and our report dated February 28, 2014 expressed an unqualified opinion thereon./s/ Ernst & Young LLPLas Vegas, NevadaFebruary 28, 2014 74Table 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, 2013and 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in theperiod ended December 31, 2013. Our audits also included the financial statement schedules listed in the Index at item 15(a)2. These financial statements andschedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules basedon 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, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the three years in theperiod ended December 31, 2013, 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, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 28, 2014 expressed an unqualified opinion thereon./s/ Ernst & Young LLPLas Vegas, NevadaFebruary 28, 2014 75Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(amounts in thousands, except share data) December 31, 2013 2012 ASSETS Current assets: Cash and cash equivalents $2,435,041 $1,725,219 Investment securities 174,399 138,887 Receivables, net 241,932 238,573 Inventories 74,739 63,799 Prepaid expenses and other 42,703 35,900 Total current assets 2,968,814 2,202,378 Property and equipment, net 4,934,449 4,727,899 Restricted cash and investment securities 279,925 140,334 Intangibles, net 30,767 31,297 Deferred financing costs, net 67,926 71,189 Deposits and other assets 91,001 99,227 Investment in unconsolidated affiliates 4,148 4,270 Total assets $8,377,030 $7,276,594 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts and construction payables $272,861 $164,858 Current portion of long-term debt 1,050 1,050 Current portion of land concession obligation 29,341 27,937 Customer deposits 704,401 544,649 Gaming taxes payable 205,260 163,092 Accrued compensation and benefits 83,769 75,962 Accrued interest 101,442 100,562 Other accrued liabilities 47,739 44,244 Construction retention 3,578 3,826 Deferred income taxes, net 4,035 3,178 Income taxes payable 2,058 2,019 Total current liabilities 1,455,534 1,131,377 Long-term debt 6,586,518 5,781,770 Land concession obligation 46,819 76,186 Other long-term liabilities 141,465 137,830 Deferred income taxes, net 14,343 45,499 Total liabilities 8,244,679 7,172,662 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; 114,170,493 and 113,730,442 sharesissued; 101,192,408 and 100,866,712 shares outstanding 1,142 1,137 Treasury stock, at cost; 12,978,085 and 12,863,730 shares (1,143,419) (1,127,947) Additional paid-in capital 888,727 818,821 Accumulated other comprehensive income 2,913 4,177 Retained earnings 66,130 44,775 Total Wynn Resorts, Limited stockholders’ deficit (184,507) (259,037) Noncontrolling interest 316,858 362,969 Total equity 132,351 103,932 Total liabilities and stockholders’ equity $8,377,030 $7,276,594 The accompanying notes are an integral part of these consolidated financial statements. 76Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME(amounts in thousands, except share data) Years Ended December 31, 2013 2012 2011 Operating revenues: Casino $4,490,637 $4,034,759 $4,190,507 Rooms 492,230 479,983 472,074 Food and beverage 586,672 588,437 547,735 Entertainment, retail and other 418,705 417,209 414,786 Gross revenues 5,988,244 5,520,388 5,625,102 Less: promotional allowances (367,308) (366,104) (355,310) Net revenues 5,620,936 5,154,284 5,269,792 Operating costs and expenses: Casino 2,846,489 2,626,822 2,686,372 Rooms 133,503 126,527 125,286 Food and beverage 323,573 308,394 283,940 Entertainment, retail and other 175,257 189,832 214,435 General and administrative 448,788 441,699 389,053 Provision for doubtful accounts 11,877 18,091 33,778 Pre-opening costs 3,169 466 — Depreciation and amortization 371,051 373,199 398,039 Property charges and other 17,138 39,978 130,649 Total operating costs and expenses 4,330,845 4,125,008 4,261,552 Operating income 1,290,091 1,029,276 1,008,240 Other income (expense): Interest income 15,713 12,543 7,654 Interest expense, net of amounts capitalized (299,022) (288,759) (229,918) Increase in swap fair value 14,235 991 14,151 Loss on extinguishment of debt (40,435) (25,151) — Equity in income from unconsolidated affiliates 1,085 1,086 1,472 Other 4,856 3,012 3,968 Other income (expense), net (303,568) (296,278) (202,673) Income before income taxes 986,523 732,998 805,567 Benefit (provision) for income taxes 17,634 (4,299) 19,546 Net income 1,004,157 728,699 825,113 Less: Net income attributable to noncontrolling interest (275,505) (226,663) (211,742) Net income attributable to Wynn Resorts, Limited $728,652 $502,036 $613,371 Basic and diluted income per common share: Net income attributable to Wynn Resorts, Limited: Basic $7.25 $4.87 $4.94 Diluted $7.17 $4.82 $4.88 Weighted average common shares outstanding: Basic 100,540 103,092 124,039 Diluted 101,641 104,249 125,667 The accompanying notes are an integral part of these consolidated financial statements. 77Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(amounts in thousands) Years Ended December 31, 2013 2012 2011 Net income $1,004,157 $728,699 $825,113 Other comprehensive income: Foreign currency translation adjustments, net of tax (2,106) 2,749 2,102 Unrealized gain (loss) on available-for-sale securities, net of tax 319 1,780 (2,070) Total comprehensive income 1,002,370 733,228 825,145 Less: Comprehensive income attributable to noncontrolling interest (274,982) (227,855) (211,823) Comprehensive income attributable to Wynn Resorts, Limited $727,388 $505,373 $613,322 The accompanying notes are an integral part of these consolidated financial statements. 78Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(amounts in thousands, except share data) Common stock Sharesoutstanding Parvalue Treasurystock Additionalpaid-incapital Accumulatedothercomprehensiveincome Retainedearnings TotalWynn Resorts, Ltdstockholders’equity (deficit) Noncontrollinginterest Totalstockholders’equity Balances, January 1, 2011 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) Exercise of stock options 431,126 4 — 23,836 — — 23,840 19 23,859 Shares repurchased by the company and held as treasuryshares (51,136) — (7,629) — — — (7,629) — (7,629) Issuance of restricted stock 101,500 1 — (1) — — — — — Cash dividends declared — — — (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 Stock redemption (24,549,222) (245) — (1,936,198) — — (1,936,443) — (1,936,443) Net income — — — — — 502,036 502,036 226,663 728,699 Currency translation adjustment — — — — 1,987 — 1,987 762 2,749 Net unrealized gain on investments — — — — 1,350 — 1,350 430 1,780 Exercise of stock options 332,576 3 — 15,580 — — 15,583 — 15,583 Cancellation of restricted stock (31,500) — — — — — — — — Shares repurchased by the company and held as treasuryshares (7,640) — (911) — — — (911) — (911) Issuance of restricted stock 41,500 — — — — — — — — Cash dividends declared — — — (462,730) — (493,629) (956,359) — (956,359) Excess tax benefits from stock-based compensation — — — 5,537 — — 5,537 — 5,537 Stock-based compensation — — — 19,161 — — 19,161 682 19,843 Balances, December 31, 2012 100,866,712 1,137 (1,127,947) 818,821 4,177 44,775 (259,037) 362,969 103,932 Net income — — — — — 728,652 728,652 275,505 1,004,157 Currency translation adjustment — — — — (1,522) — (1,522) (584) (2,106) Net unrealized gain on investments — — — — 258 — 258 61 319 Exercise of stock options 383,151 5 — 20,431 — — 20,436 — 20,436 Cancellation of restricted stock (78,500) (1) — 1 — — — — — Shares repurchased by the company and held as treasuryshares (114,355) — (15,472) — — — (15,472) — (15,472) Issuance of restricted stock 135,400 1 — (1) — — — — — Cash dividends declared — — — 480 — (707,297) (706,817) (322,305) (1,029,122) Excess tax benefits from stock-based compensation — — — 10,474 — — 10,474 — 10,474 Stock-based compensation — — — 38,521 — — 38,521 1,212 39,733 Balances, December 31, 2013 101,192,408 $1,142 $(1,143,419) $888,727 $2,913 $66,130 $(184,507) $316,858 $132,351 The accompanying notes are an integral part of these consolidated financial statements. 79Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(amounts in thousands) Years Ended December 31, 2013 2012 2011 Cash flows from operating activities: Net income $1,004,157 $728,699 $825,113 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 371,051 373,199 398,039 Deferred income taxes (19,826) (3,655) (10,822) Stock-based compensation 39,537 19,648 23,881 Excess tax benefits from stock-based compensation (12,332) (5,253) (11,052) Amortization and write-offs of deferred financing costs and other 21,453 23,965 19,683 Loss on extinguishment of debt 40,435 25,151 — Provision for doubtful accounts 11,877 18,091 33,778 Property charges and other 6,950 36,714 104,223 Equity in income (loss) of unconsolidated affiliates, net of distributions 122 106 (144) Increase in swap fair value (14,235) (991) (14,151) Increase (decrease) in cash from changes in: Receivables, net (14,875) (21,019) (84,653) Inventories and prepaid expenses and other (17,749) 3,644 11,168 Accounts payable and accrued expenses 260,077 (12,581) 220,772 Net cash provided by operating activities 1,676,642 1,185,718 1,515,835 Cash flows used in investing activities: Capital expenditures, net of construction payables and retention (506,786) (240,985) (184,146) Purchase of corporate debt securities (222,856) (183,445) (316,533) Proceeds from sale or maturity of corporate debt securities 146,112 216,051 101,017 Restricted cash (100,709) (99,163) — Deposits and purchase of other assets (13,961) (38,042) (60,135) Proceeds from sale of assets 20,620 730 697 Net cash used in investing activities (677,580) (344,854) (459,100) Cash flows from financing activities: Proceeds from exercise of stock options 20,436 15,583 23,859 Excess tax benefits from stock-based compensation 12,332 5,253 11,052 Dividends paid (1,034,986) (955,493) (1,033,447) Proceeds from issuance of long-term debt 1,297,870 1,648,643 150,483 Principal payments on long-term debt (501,400) (1,022,847) (201,901) Repurchase of common stock (15,472) (911) (7,629) Interest rate swap settlement — (2,368) — Payments on long-term land concession obligation (27,917) (13,449) — Payment of financing costs (42,006) (56,890) (58) Net cash used in financing activities (291,143) (382,479) (1,057,641) Effect of exchange rate on cash 1,903 4,247 4,994 Cash and cash equivalents: Increase in cash and cash equivalents 709,822 462,632 4,088 Balance, beginning of year 1,725,219 1,262,587 1,258,499 Balance, end of year $2,435,041 $1,725,219 $1,262,587 Supplemental cash flow disclosures: Increase in debt related to the redemption of stock $— $1,936,443 $— Cash paid for interest, net of amounts capitalized 284,849 225,499 221,123 Change in property and equipment included in accounts and construction payables 67,650 6,557 13,794 Cash paid for income taxes 2,518 4,547 2,088 Increase in liability for dividends declared on nonvested stock 2,708 866 1,003 The accompanying notes are an integral part of these consolidated financial statements. 80Table 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”) owns 72.3% of Wynn Macau,Limited which operates a casino hotel resort property in the Macau Special Administrative Region of the People’s Republic of China. The Company also ownsand operates a casino hotel resort property in Las Vegas, Nevada.Our Macau resort is a resort destination casino with two luxury hotel towers (Wynn Macau and Encore) with a total of 1,008 spacious rooms and suites,approximately 280,000 square feet of casino space, casual and fine dining in eight restaurants, approximately 57,000 square feet of retail space, recreation andleisure facilities, including two health clubs and spas and a pool.Our Las Vegas operations (Wynn Las Vegas and Encore) feature two luxury hotel towers with a total of 4,748 spacious hotel rooms, suites and villas,approximately 186,000 square feet of casino space, 34 food and beverage outlets featuring signature chefs, an on-site 18-hole golf course, meeting space, aFerrari and Maserati dealership, approximately 96,000 square feet of retail space as well as two showrooms, three nightclubs and a beach club.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.Redemption Price Promissory NoteThe Company recorded the fair value of the Redemption Price Promissory Note (the “Redemption Note”) of approximately $1.94 billion in accordancewith applicable accounting guidance. The Company utilized an independent third party valuation to assist in the determination of this fair value. Indetermining this fair value, the Company estimated the Redemption Note’s present value using discounted cash flows with a probability weighted expectedreturn for redemption assumptions and a discount rate which included time value and non-performance risk adjustments commensurate with risk of theRedemption Note.Considerations for the redemption assumptions included the stated maturity of the Redemption Note, uncertainty of the related cash flows as well aspotential effects of the following: uncertainties surrounding the 81Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) potential outcome and timing of pending litigation with Aruze USA, Inc., Universal Entertainment Corporation and Mr. Kazuo Okada (collectively, the“Okada Parties”) (see Note 16—“Commitments and Contingencies”); the outcome of on-going investigations of Aruze USA, Inc. by the United StatesAttorney’s Office, the U.S. Department of Justice and the Nevada Gaming Control Board; and other potential legal and regulatory actions. In addition, in thefurtherance of various future business objectives, the Company considered its ability, at its sole option, to prepay the Redemption Note at any time inaccordance with its terms without penalty. Accordingly, the Company reasonably determined that the estimated life of the Redemption Note could be less thanthe contractual life of the Redemption Note.In determination of the appropriate discount rate to be used in the estimated present value, the Redemption Note’s subordinated position relative to allother debt in the Company’s capital structure and credit ratings associated with the Company’s traded debt were considered. Observable inputs for the riskfree rate based on Federal Reserve rates for U.S. Treasury securities and credit risk spread based on a yield curve index of similarly rated debt were used. As aresult of this analysis, the Company concluded the Redemption Notes’ stated rate of 2% approximated a market rate.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 $1,349.6million and $969.2 million at December 31, 2013 and 2012, respectively, were invested in bank time deposits, money market accounts, U.S. treasuries andcommercial paper. In addition, the Company held bank deposits and cash on hand of approximately $1,085.4 million and $756 million as of December 31,2013 and 2012, respectively.Restricted Cash and Investment SecuritiesRestricted cash consists primarily of certain proceeds of the Company’s financing activities that are restricted by the agreements governing theCompany’s debt instruments for the payment of certain Wynn Palace related construction and development costs. The Company’s long-term restricted cashbalances consisted of approximately $199.9 million and $99.2 million at December 31, 2013 and 2012, respectively, substantially all of which wereinvested in time deposits. In November 2013, the Company used $243 million of current restricted cash for the purpose of redeeming the portion of the 7 7/8%First Mortgage Notes due 2017 of Wynn Las Vegas, LLC (“Wynn Las Vegas”) an indirect wholly owned subsidiary of Wynn Resorts, Limited, that were nottendered in May 2013 in the cash tender offer (the “tender offer”). For more information on the Wynn Las Vegas tender offer, see Note 8—“Long-Term Debt.”Investment securities consist of short-term and long-term investments in domestic and foreign corporate debt securities and commercial paper. TheCompany’s investment policy limits the amount of exposure to any one issuer with the objective of minimizing the potential risk of principal loss.Management determines the appropriate classification (held-to-maturity/available-for-sale) of its securities at the time of purchase and reevaluates suchdesignation as of each balance sheet date. The Company’s current investments are reported at fair value, with unrealized gains and losses, net of tax, reportedin other comprehensive income. Adjustments are made for amortization of premiums and accretion of discounts to maturity computed under the effectiveinterest method. Such amortization is included in interest income together with realized gains and losses and the stated interest on such securities. 82Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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, 2013 and 2012,approximately 86% and 84% of the Company’s markers were due from customers residing outside the United States, primarily in Asia. Business or economicconditions 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. In June 2013, the Company recorded an adjustment to its reserve estimates for casino accounts receivable based on the results ofhistorical collection patterns and current collection trends. This adjustment benefitted operating income by $14.9 million and net income attributable to WynnResorts, Limited by $12 million (or $0.12 per share on a fully diluted basis for the year ended December 31, 2013). In June 2012, the Company recorded asimilar adjustment to its reserve estimates for casino accounts receivable based on the results of historical collection patterns and current collection trends. Forthe year ended December 31, 2012, this adjustment benefitted operating income by $30.9 million and net income attributable to Wynn Resorts, Limited by$23.3 million (or $0.22 per share on a fully diluted basis).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 18 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.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 83Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) undergoing construction activities to prepare it for its intended use. When no debt is specifically identified as being incurred in connection with a constructionproject, the Company capitalizes interest on amounts expended on the project at the Company’s weighted average cost of borrowed money. Interest of $10.5million and $2 million was capitalized for the years ended December 31, 2013 and 2012, respectively. No interest was capitalized for the year endedDecember 31, 2011.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 primarily of a Macau gaming concession. Finite-lived intangible assets are amortized over the shorter of theircontractual 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 $11.2 million, $11 million and $11.6 million were amortized to interest expense duringthe years ended December 31, 2013, 2012 and 2011, 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.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. 84Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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, 2013 2012 2011 Rooms $52,585 $53,487 $52,019 Food and beverage 112,897 107,882 104,413 Entertainment, retail and other 14,659 17,522 17,017 $180,141 $178,891 $173,449 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.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 $2 billion, $1.8 billion and $1.9 billion for the years ended December 31, 2013, 2012and 2011, respectively. 85Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 primarily included in general and administrative expenses. Total advertising costs were$21.5 million, $23 million and $19.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.Pre-Opening CostsPre-opening costs consist primarily of direct salaries and wages, legal and consulting fees, insurance, utilities and advertising, and are expensed asincurred. During the years ended December 31, 2013 and 2012, the Company incurred pre-opening costs in connection with the design and construction ofWynn Palace in the Cotai area of Macau. There were no pre-opening costs during the year ended December 31, 2011.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 IRS and other tax authorities in the locations where it operates. The Companyassesses potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standardsprescribe a 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 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 86Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Wynn Macau, Limited and its subsidiaries are translated from Macau patacas to U.S. dollars. Balance sheet accounts are translated at the exchange rate ineffect at each year-end. Income statement accounts are translated at the average rate of exchange prevailing during the year. Translation adjustments resultingfrom 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 and Consolidated Statements ofComprehensive Income. The cumulative balance of other comprehensive 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.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, 2013 Redemption Price Promissory Note $(1,936,443) $— $(1,936,443) $ — Cash equivalents $1,349,647 $220,923 $1,128,724 $— Interest rate swaps $10,308 $— $10,308 $— Restricted cash and available-for-sale securities $454,324 $— $454,324 $— As of December 31, 2012 Redemption Price Promissory Note $(1,936,443) $— $(1,936,443) $— Cash equivalents $969,166 $80,434 $888,732 $— Interest rate swaps $(3,938) $— $(3,938) $— Restricted cash and available-for-sale securities $279,221 $— $279,221 $— As of December 31, 2013 and 2012, approximately 91% and 77% of the Company’s cash equivalents categorized as level 2 were deposits held inforeign currencies, respectively. 87Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Earnings Per ShareBasic earnings per share (“EPS’) is computed by dividing net income attributable to Wynn Resorts, Ltd. 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, 2013, 2012 and 2011, consisted of the following (amounts in thousands): 2013 2012 2011 Weighted average common shares outstanding (used in calculation of basicearnings per share) 100,540 103,092 124,039 Potential dilution from the assumed exercise of stock options and nonvestedstock 1,101 1,157 1,628 Weighted average common and common equivalent shares outstanding (usedin calculation of diluted earnings per share) 101,641 104,249 125,667 Anti-dilutive stock options excluded from the calculation of diluted earningsper share 92 680 610 Net income attributable to Wynn Resorts, Ltd. $728,652 $502,036 $613,371 Net income attributable to Wynn Resorts, Ltd. per common share, basic $7.25 $4.87 $4.94 Net income attributable to Wynn Resorts, Ltd. per common share, diluted $7.17 $4.82 $4.88 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”.Recently Issued Accounting StandardsIn July 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update that amends the presentation requirements ofan unrecognized tax benefit when a loss or other carryforward exists. The update would require the netting of unrecognized tax benefits against a deferred taxasset for a loss or other carryforward that would apply in settlement of the uncertain tax positions. The effective date for this update is for the annual andinterim periods beginning after December 15, 2013. The Company is currently evaluating the impact, if any, of adopting this statement on its consolidatedfinancial statements. 88Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) In February 2013, the FASB issued an accounting standards update that amends the presentation requirements for reclassifications out of accumulatedother comprehensive income. The amendment would require an entity to present amounts reclassified out of accumulated other comprehensive income bycomponent either on the face of the statement where net income is presented or in the notes. This update is effective prospectively for reporting periodsbeginning after December 15, 2012. The Company has adopted this update; see Note 3—“Accumulated Other Comprehensive Income.”In July 2012, the FASB issued an accounting standards update that is intended to simplify the guidance for testing the decline in the realizable value(impairment) of indefinite-lived intangible assets other than goodwill. The update allows for the consideration of qualitative factors in determining whether it isnecessary to perform quantitative impairment tests. The effective date for this update is for the years and interim impairment tests performed for yearsbeginning after September 15, 2012. The adoption of this guidance did not have a material effect on the Company’s financial statements.3. Accumulated Other Comprehensive IncomeThe following table presents the changes by component, net of tax and noncontrolling interest, in accumulated other comprehensive income of theCompany (amounts in thousands): Foreigncurrencytranslation Unrealized(loss) gain onsecurities Accumulatedothercomprehensiveincome December 31, 2012 $4,396 $(219) $4,177 Current period other comprehensive (loss) gain (332) 266 (66) Amounts reclassified from accumulated other comprehensiveincome (1,190) (8) (1,198) Net current-period other comprehensive (loss) gain . (1,522) 258 (1,264) December 31, 2013 $2,874 $39 $2,913 4. Investment SecuritiesInvestment securities consisted of the following (amounts in thousands): Available-for-sale securities Amortizedcost Grossunrealizedgains Grossunrealizedlosses Fair value(net carryingamount) December 31, 2013 Domestic and foreign corporate bonds $221,418 $140 $(124) $221,434 Commercial paper 32,941 16 (3) 32,954 $254,359 $156 $(127) $254,388 December 31, 2012 Domestic and foreign corporate bonds $161,631 $94 $(369) $161,356 Commercial paper 18,704 4 (5) 18,703 $180,335 $98 $(374) $180,059 89Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) For investments with unrealized losses as of December 31, 2013, 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.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 is consistent with applicable accounting guidance and to confirm that the securities are classifiedproperly in the fair value hierarchy. The Company compares the pricing received from its vendors to independent sources for the same or similar securities.The amortized cost and estimated fair value of these investment securities at December 31, 2013, by contractual maturity are shown below (amounts inthousands): AmortizedCost Fair value Available-for-sale securities Due in one year or less $174,439 $174,399 Due after one year through two years 79,920 79,989 $254,359 $254,388 5. Receivables, netReceivables, net consisted of the following (amounts in thousands): As of December 31, 2013 2012 Casino $252,998 $275,302 Hotel 15,386 18,227 Retail leases and other 47,539 47,257 315,923 340,786 Less: allowance for doubtful accounts (73,991) (102,213) $ 241,932 $238,573 90Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 6. Property and Equipment, netProperty and equipment, net consisted of the following (amounts in thousands): As of December 31, 2013 2012 Land and improvements $733,233 $732,209 Buildings and improvements 3,883,442 3,837,215 Airplanes 135,040 135,392 Furniture, fixtures and equipment 1,686,522 1,646,506 Leasehold interest in land 316,550 316,658 Construction in progress 558,624 110,490 7,313,411 6,778,470 Less: accumulated depreciation (2,378,962) (2,050,571) $4,934,449 $4,727,899 Depreciation expense for the years ended December 31, 2013, 2012 and 2011, was $367.4 million, $367.1 million and $389.8 million, respectively.7. Intangibles, netIntangibles, net consisted of the following (amounts in thousands): MacauGamingConcession ShowProductionRights WaterRights Trademarks Other TotalIntangibles,Net January 1, 2012 $25,018 $2,934 $6,400 $1,399 $— $35,751 Amortization (2,383) (2,071) — — — (4,454) December 31, 2012 22,635 863 6,400 1,399 — 31,297 Additions — — — — 2,716 2,716 Amortization (2,383) (863) — — — (3,246) December 31, 2013 $20,252 $— $6,400 $1,399 $2,716 $30,767 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 2014 through 2021, and $1.2 million in 2022.The water rights and trademarks are indefinite-lived assets and, accordingly, not amortized. Water rights reflect the fair value allocation determined inthe purchase of the property on which Wynn Las Vegas is located in April 2000. The value of the trademarks primarily represents the costs to acquire the “LeRêve” name. 91Table 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, 2013 2012 Wynn Macau Senior Term Loan Facilities (as amended July 2012), due July 31, 2017 and July 31, 2018; interest atLIBOR or HIBOR plus 1.75%—2.50%, net of original issue discount of $4,900 at December 31, 2013 and $3,737at December 31, 2012 $948,028 $749,433 5 1/4% Wynn Macau, Limited Senior Notes, due October 15, 2021 600,000 — 7 7/8% Wynn Las Vegas First Mortgage Notes, net of original issue discount of $7,384 at December 31, 2012 — 492,616 7 7/8% Wynn Las Vegas First Mortgage Notes, due May 1, 2020, net of original issue discount of $1,463 atDecember 31, 2013 and $1,632 at December 31, 2012 350,547 350,378 7 3/4% Wynn Las Vegas First Mortgage Notes, due August 15, 2020 1,320,000 1,320,000 5 3/8% Wynn Las Vegas First Mortgage Notes, due March 15, 2022 900,000 900,000 4 1/4% Wynn Las Vegas Senior Notes, due May 30, 2023 500,000 — Redemption Price Promissory Note with former stockholder and related party, due February 18, 2022; interest at 2% 1,936,443 1,936,443 $42 million Note Payable, due April 1, 2017; interest at LIBOR plus 1.25% 32,550 33,950 6,587,568 5,782,820 Current portion of long-term debt (1,050) (1,050) $6,586,518 $5,781,770 Wynn Macau Credit FacilitiesOn July 31, 2012, Wynn Resorts (Macau) S.A. (“Wynn Macau”), amended and restated its credit facilities, dated September 14, 2004 (as so amendedand restated, the “Amended Wynn Macau Credit Facilities”), and appointed Bank of China Limited, Macau Branch as intercreditor agent, facilities agent andsecurity agent. The Amended Wynn Macau Credit Facilities and related agreements took effect on July 31, 2012 and expand availability under Wynn Macau’ssenior secured bank facility to $2.3 billion equivalent, consisting of a $750 million equivalent fully funded senior secured term loan facility and a $1.55billion equivalent senior secured revolving credit facility. Borrowings under the Amended Wynn Macau Credit Facilities, which consist of both Hong KongDollar and United States Dollar tranches, were used to refinance Wynn Macau’s existing indebtedness, and will be used to fund the design, development,construction and pre-opening expenses of Wynn Palace and for general corporate purposes.The term loan facility matures in July 2018, and the revolving credit facility matures in July 2017. The principal amount of the term loan is required tobe repaid in two equal installments in July 2017 and July 2018. The senior secured facilities bear interest for the first six months after closing at LIBOR orHIBOR plus a margin of 2.50% and thereafter will be subject to LIBOR or HIBOR plus a margin of between 1.75% to 2.50% based on Wynn Macau’sleverage ratio.Borrowings under the Amended Wynn Macau Credit Facilities are guaranteed by Palo Real Estate Company Limited (“Palo”), a subsidiary of WynnMacau, and by certain subsidiaries of the Company that own equity interests in Wynn Macau, and are secured by substantially all of the assets of WynnMacau, the equity interests in Wynn Macau and substantially all of the assets of Palo. 92Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) In connection with amending the Wynn Macau credit facilities, the Company expensed $17.7 million and capitalized $33.2 million of financing costs inthe year ended December 31, 2012.The Amended Wynn Macau Credit Facilities contain a requirement that Wynn Macau must make mandatory repayments of indebtedness from specifiedpercentages of excess cash flow. If Wynn Macau meets a Consolidated Leverage Ratio, as defined in the Amended Wynn Macau Credit Facilities, of greaterthan 4.0 to 1, such repayment is defined as 50% of Excess Cash Flow, as defined in the Amended Wynn Macau Credit Facilities. If the Consolidated LeverageRatio is equal or less than 4.0 to 1, then no repayment is required. Based on current estimates the Company does not believe that the Wynn MacauConsolidated Leverage Ratio during the year ending December 31, 2014 will exceed 4.0 to 1. Accordingly, Wynn Macau does not expect to make anymandatory repayments pursuant to this requirement during 2014.The Amended Wynn Macau Credit Facilities contain customary covenants restricting certain activities including, but not limited to: the incurrence ofadditional indebtedness, the incurrence or creation of liens on any of its property, sale and leaseback transactions, the ability to dispose of assets, and makingloans or other investments. In addition, Wynn Macau was required by the financial covenants to maintain a Leverage Ratio, as defined in the Amended WynnMacau Credit Facilities, of not greater than 4.0 to 1 as of December 31, 2013, and an Interest Coverage Ratio, as defined in the Amended Wynn Macau CreditFacilities, of not less than 2.00 to 1. Management believes that Wynn Macau was in compliance with all covenants at December 31, 2013.In connection with the initial financing of Wynn Macau, Wynn Macau entered into a Bank Guarantee Reimbursement Agreement with Banco NacionalUltramarino, S.A. (“BNU”) for the benefit of the Macau government. This guarantee assures Wynn Macau’s performance under the casino concessionagreement, including the payment of premiums, fines and indemnity for any material failure to perform under the terms of the concession agreement. As ofDecember 31, 2013, the guarantee was in the amount of 300 million Macau patacas (approximately $37 million) and will remain at such amount until 180days after the end of the term of the concession agreement (2022). BNU, as issuer of the guarantee, is currently secured by a second priority security interestin the senior lender collateral package. From and after repayment of all indebtedness under the Amended Wynn Macau Credit Facilities, Wynn Macau isobligated 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 guaranteeof approximately 5.2 million Macau patacas (approximately $0.7 million).On July 30, 2013, Wynn Macau exercised its option to increase the senior term loan facility by $200 million equivalent pursuant to the terms andprovisions of the Amended Wynn Macau Credit Facilities. The $200 million equivalent was fully funded as of July 31, 2013 and is required to be used for thepayment of certain Wynn Palace related construction and development costs. The additional $200 million equivalent will mature on July 31, 2018 and willbear interest at HIBOR plus a margin between 1.75% to 2.50% based on Wynn Macau’s leverage ratio.As of December 31, 2013, there were no amounts outstanding under the Wynn Macau senior secured revolving credit facility. Accordingly, theCompany has availability of $1.55 billion under the Amended Wynn Macau Credit Facilities.5 1/4% Wynn Macau, Limited Senior Notes due 2021On October 16, 2013, Wynn Macau, Limited (“WML”), an indirect subsidiary of Wynn Resorts, Limited, entered into an Indenture, dated as ofOctober 16, 2013 (the “WML Indenture”), between WML and Deutsche Bank Trust Company Americas, as trustee, pursuant to which WML issued $600million aggregate principal 93Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) amount of 5 1/4% Senior Notes due 2021 (the “2021 Notes”). WML received net proceeds of approximately $591.5 million from the offering of the 2021Notes after deducting commissions and estimated expenses of the offering and will use the net proceeds for working capital requirements and general corporatepurposes.The 2021 Notes will bear interest at the rate of 5 1/4% per annum and will mature on October 15, 2021. Interest on the 2021 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2014. At any time on or before October 14, 2016, WML may redeem the2021 Notes, in whole or in part, at a redemption price equal to the greater of (a) 100% of the aggregate principal amount of the 2021 Notes or (b) a “make-whole” amount as determined by an independent investment banker in accordance with the terms of the WML Indenture, in either case, plus accrued andunpaid interest. In addition, on or after October 15, 2016, WML may redeem the 2021 Notes, in whole or in part, at a premium decreasing annually from103.938% of the principal amount to zero, plus accrued and unpaid interest. If WML undergoes a Change of Control (as defined in the WML Indenture), itmust offer to repurchase the 2021 Notes at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest. In addition, theCompany may redeem the 2021 Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaidinterest, in response to any change in or amendment to certain tax laws or tax positions. Further, if a holder or beneficial owner of the 2021 Notes fails to meetcertain requirements imposed by any Gaming Authority (as defined in the WML Indenture), WML may require the holder or beneficial owner to dispose of orredeem its 2021 Notes.The 2021 Notes are WML’s general unsecured obligations and rank pari passu in right of payment with all of WML’s existing and future seniorunsecured indebtedness; will rank senior to all of WML’s future subordinated indebtedness, if any; will be effectively subordinated to all of WML’s futuresecured indebtedness to the extent of the value of the assets securing such debt; and will be structurally subordinated to all existing and future obligations ofWML’s subsidiaries, including Wynn Macau’s existing credit facilities. The 2021 Notes are not registered under the Securities Act of 1933, as amended (the“Securities Act”), and the 2021 Notes are subject to restrictions on transferability and resale.The WML Indenture contains covenants limiting WML’s (and certain of its subsidiaries’) ability to, among other things: merge or consolidate withanother company; transfer or sell all or substantially all of its properties or assets; and lease all or substantially all of its properties or assets. The terms of theWML Indenture contain customary events of default, including, but not limited to: default for 30 days in the payment when due of interest on the 2021 Notes;default in the payment when due of the principal of, or premium, if any, on the 2021 Notes; failure to comply with any payment obligations relating to therepurchase by WML of the 2021 Notes upon a change of control; failure to comply with certain covenants in the WML Indenture; certain defaults on certainother indebtedness; failure to pay judgments against WML or certain subsidiaries that, in the aggregate, exceed $50 million; and certain events of bankruptcyor insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency, all 2021 Notes then outstanding will become due andpayable immediately without further action or notice.7 7/8% Wynn Las Vegas First Mortgage NotesIn October 2009, Wynn Las Vegas, LLC (“Wynn Las Vegas”), an indirect wholly owned subsidiary of Wynn Resorts, Limited, and Wynn Las VegasCapital Corp., an indirect wholly owned subsidiary of Wynn Resorts, Limited (together, the “Issuers”) issued, in a private offering, $500 million aggregateprincipal amount of 7 7/8% first mortgage notes due November 1, 2017 (the “2017 Notes”) at a price of 97.823% of the principal amount. Interest is due onthe 2017 Notes on May 1st and November 1st of each year. Commencing November 1, 2013, the 2017 Notes are redeemable at the Issuers’ option at a priceequal to 103.938% of the principal amount 94Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) redeemed and the premium over the principal amount declines ratably on November 1st of each year thereafter to zero on or after November 1, 2015. The 2017Notes are senior obligations of the Issuers and are unsecured (except by the first priority pledge by Wynn Resorts Holdings, LLC of its equity interests inWynn Las Vegas, LLC (the “Holdings pledge”)). The Issuers’ obligations under the 2017 Notes rank pari passu in right of payment with the 7 7/8% 2020Notes (as defined below), the 7 3/4% 2020 Notes (as defined below) and the 2022 Notes (as defined below). The 2017 Notes are not guaranteed by any of theCompany’s subsidiaries. If the Issuers undergo a change of control, they must offer to repurchase the 2017 Notes at 101% of the principal amount, plusaccrued and unpaid interest. The indenture governing the 2017 Notes contains customary negative covenants and financial covenants, including, but notlimited to, covenants that restrict Wynn Las Vegas, LLC’s ability to: pay dividends or distributions or repurchase equity; incur additional debt; makeinvestments; create liens on assets to secure debt; enter into transactions with affiliates; enter into sale-leaseback transactions; merge or consolidate withanother company; transfer and sell assets or create dividend and other payment restrictions affecting subsidiaries.On May 15, 2013, Wynn Las Vegas commenced a cash tender offer (the “tender offer”) for any and all of the outstanding $500 million aggregateprincipal amount of the 2017 Notes of the Issuers, and a solicitation of consents to certain proposed amendments to the indenture (the “2017 Indenture”)governing the 2017 Notes.The tender offer expired on May 21, 2013 and at the time of expiration, Wynn Las Vegas had received valid tenders with respect to approximately$274.7 million of the $500 million aggregate principal amount of the 2017 Notes outstanding. On May 22, 2013, note holders who validly tendered their 2017Notes received the total consideration of $1,071.45 for each $1,000 principal amount of 2017 Notes, the premium portion of which totaled approximately$19.6 million. In accordance with accounting standards, the tender offer premium was expensed and is included in loss on extinguishment of debt in theaccompanying Consolidated Statements of Income. In addition, upon the tender offer completion, the Issuers entered into a supplemental indenture, whicheliminated substantially all of the restrictive covenants and certain events of default from the 2017 Indenture.Also in connection with this transaction, the Company expensed $6.7 million of unamortized financing costs and original issue discount related to the2017 Notes and incurred other fees of approximately $0.3 million that are included in loss on extinguishment of debt in the accompanying ConsolidatedStatements of Income.On November 1, 2013, Wynn Las Vegas redeemed the untendered 2017 Notes principal amount of $225.3 million. The redemption price was equal to103.938% of the aggregate principal amount of the 2017 Notes plus accrued and unpaid interest on November 1, 2013. The total redemption fees paid were$8.9 million and we expensed $4.9 million of unamortized financing costs and original issue discount.7 7/8% Wynn Las Vegas First Mortgage Notes due 2020In April 2010, the Issuers issued, in a private offering, $352 million aggregate principal amount of 7 7/8% first mortgage notes due May 1, 2020 (the “77/8% 2020 Notes”). The 7 7/8% 2020 Notes were issued pursuant to an exchange offer for previously issued notes that were to mature in December 2014.Interest is due on the 7 7/8% 2020 Notes on May 1st and November 1st of each year. Commencing May 1, 2015, the 7 7/8% 2020 Notes are redeemable at theIssuers’ option at a price equal to 103.938% of the principal amount redeemed and the premium over the principal amount declines ratably on May 1st of eachyear thereafter to zero on or after May 1, 2018. The 7 7/8% 2020 Notes are senior obligations of the Issuers and are unsecured (except by the Holdings pledge).The Issuers’ obligations under the 7 7/8% 2020 Notes rank pari passu in right of payment with the 7 3/4% 2020 Notes (as defined below), the 2022 Notes (asdefined below) and the 2023 Notes (as defined below). The 7 7/8% 2020 Notes are not guaranteed by any of the Company’s subsidiaries. If the Issuersundergo a change of control, they must offer to repurchase the 7 7/8% 2020 Notes at 101% of the principal amount, plus 95Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) accrued and unpaid interest. The indenture governing the 7 7/8% 2020 Notes contains customary negative covenants and financial covenants, including, butnot limited to, covenants that restrict Wynn Las Vegas, LLC’s ability to: pay dividends or distributions or repurchase equity; incur additional debt; makeinvestments; create liens on assets to secure debt; enter into transactions with affiliates; enter into sale-leaseback transactions; merge or consolidate withanother company; transfer and sell assets or create dividend and other payment restrictions affecting subsidiaries.7 3/4% Wynn Las Vegas 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 “7 3/4% 2020Notes”). The 7 3/4% 2020 Notes were issued at par. The 7 3/4% 2020 Notes refinanced a previous notes issue that was to mature in December 2014. Interest isdue on the 7 3/4% 2020 Notes on February 15th and August 15th of each year. Commencing August 15, 2015, the 7 3/4% 2020 Notes are redeemable at theIssuers’ option at a price equal to 103.875% of the principal amount redeemed and the premium over the principal amount declines ratably on August 15th ofeach year thereafter to zero on or after August 15, 2018. The 7 3/4% 2020 Notes are senior obligations of the Issuers and are unsecured (except by the Holdingspledge). The Issuers’ obligations under the 7 3/4% 2020 Notes rank pari passu in right of payment with the 7 7/8% 2020 Notes, the 2022 Notes (as definedbelow) and the 2023 Notes (as defined below). The 7 3/4% 2020 Notes are not guaranteed by any of the Company’s subsidiaries. If the Issuers undergo achange of control, they must offer to repurchase the 7 3/4% 2020 Notes at 101% of the principal amount, plus accrued and unpaid interest. The indenturegoverning the 7 3/4% 2020 Notes contains customary negative covenants and financial covenants, including, but not limited to, covenants that restrict WynnLas Vegas, LLC’s ability to: pay dividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets to securedebt; enter into transactions with affiliates; enter into sale-leaseback transactions; merge or consolidate with another company; transfer and sell assets or createdividend and other payment restrictions affecting subsidiaries.5 3/8% Wynn Las Vegas First Mortgage Notes due 2022In March 2012, the Issuers issued, in a private offering, $900 million aggregate principal amount of 5 3/8% First Mortgage Notes due 2022 (the “2022Notes”). A portion of the proceeds were used to repay all amounts outstanding under the Wynn Las Vegas term loan facilities. In October 2012, the Issuerscommenced an offer to exchange all of the 2022 Notes for notes registered under the Securities Act of 1933, as amended. The exchange offer closed onNovember 6, 2012. Interest is due on the 2022 Notes on March 15th and September 15th of each year. Commencing March 15, 2017, the 2022 Notes areredeemable at the Issuers’ option at a price equal to 102.688% of the principal amount redeemed and the premium over the principal amount declines ratablyon March 15th of each year thereafter to zero on or after March 15, 2020. The 2022 Notes are senior obligations of the Issuers and are unsecured (except bythe Holdings pledge). The Issuers’ obligations under the 2022 Notes rank pari passu in right of payment with the 7 7/8% 2020 Notes, the 7 3/4% 2020 Notesand the 2023 Notes (as defined below). The 2022 Notes are not guaranteed by any of the Company’s subsidiaries. If the Issuers undergo a change of control,they must offer to repurchase the 2022 Notes at 101% of the principal amount, plus accrued and unpaid interest. The indenture governing the 2022 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 paymentrestrictions affecting subsidiaries. 96Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 4 1/4% Wynn Las Vegas Senior Notes due 2023In May 2013, the Issuers completed the issuance of $500 million aggregate principal amount of 4 1/4% Senior Notes due 2023 (the “2023 Notes”)pursuant to an indenture, dated as of May 22, 2013 (the “2023 Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank NationalAssociation, as trustee. The 2023 Notes were issued at par. The Issuers used the net proceeds from the 2023 Notes to cover the cost of purchasing the 2017Notes tendered in the tender offer. In addition, the Issuers satisfied and discharged the 2017 Indenture and, in November 2013, used the remaining netproceeds to redeem all of the 2017 Notes not previously tendered. In connection with the issuance of the 2023 Notes, the Company capitalized approximately$4.1 million of financing costs.The 2023 Notes will mature on May 30, 2023 and bear interest at the rate of 4 1/4% per annum. The Issuers may, at their option, redeem the 2023 Notes,in whole or in part, at any time or from time to time prior to their stated maturity. The redemption price for 2023 Notes that are redeemed before February 28,2023 will be equal to the greater of (a) 100% of the principal amount of the 2023 Notes to be redeemed or (b) a “make-whole” amount described in the 2023Indenture, plus in either case accrued and unpaid interest to, but not including, the redemption date. The redemption price for the 2023 Notes that are redeemedon or after February 28, 2023 will be equal to 100% of the principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest to, but notincluding, the redemption date. In the event of a change of control triggering event, the Issuers will be required to offer to repurchase the 2023 Notes at 101% ofthe principal amount, plus accrued and unpaid interest to but not including the repurchase date. The 2023 Notes are also subject to mandatory redemptionrequirements imposed by gaming laws and regulations of gaming authorities in Nevada.The 2023 Notes are the Issuers’ senior unsecured obligations and rank pari passu in right of payment with the Issuers’ outstanding 7 7/8% 2020 Notes,7 3/4% 2020 Notes and the 2022 Notes and, together with the 7 7/8% 2020 Notes and 7 3/4% 2020 Notes, the (“Existing Notes”). The 2023 Notes are securedby a first priority pledge of the Company’s equity interests, the effectiveness of which is subject to the prior approval of the Nevada gaming authorities. Theequity interests of the Company also secure the Existing Notes. If Wynn Resorts, Limited receives an investment grade rating from one or more ratingsagencies, the first priority pledge securing the 2023 Notes will be released.The 2023 Notes are jointly and severally guaranteed by all of the Issuers’ subsidiaries, other than Wynn Las Vegas Capital Corp. which was a co-issuer(the “Guarantors”). The guarantees are senior unsecured obligations of the Guarantors and rank senior in right of payment to all of their existing and futuresubordinated debt. The guarantees rank equally in right of payment with all existing and future liabilities of the Guarantors that are not so subordinated andwill be effectively subordinated in right of payment to all of such Guarantors’ existing and future secured debt (to the extent of the collateral securing suchdebt).The 2023 Indenture contains covenants limiting the Issuers’ and the Guarantor’s ability to create liens on assets to secure debt; enter into sale-leasebacktransactions; and merge or consolidate with another company. These covenants are subject to a number of important and significant limitations, qualificationsand exceptions.Events of default under the 2023 Indenture include, among others, the following: default for 30 days in the payment when due of interest on the 2023Notes; default in payment when due of the principal of, or premium, if any, on the 2023 Notes; failure to comply with certain covenants in the 2023Indenture; and certain events of bankruptcy or insolvency. In the case of an event of default arising from certain events of bankruptcy or insolvency withrespect to the Issuers or any Guarantor, all 2023 Notes then outstanding will become due and payable immediately without further action or notice. 97Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The 2023 Notes were offered pursuant to an exemption under the Securities Act of 1933, as amended (the “Securities Act”). The 2023 Notes were offeredonly to qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to certain persons in reliance on RegulationS under the Securities Act. The 2023 Notes have not been and will not be registered under the Securities Act of 1933 or under any state securities laws.Therefore, the 2023 Notes may not be offered or sold within the United States to, or for the account or benefit of, any United States person unless the offer orsale would qualify for a registration exemption from the Securities Act and applicable state securities laws.Wynn Las Vegas Credit FacilitiesIn March 2012, Wynn Las Vegas entered into an eighth amendment (“Amendment No. 8”) to its Amended and Restated Credit Agreement, dated as ofAugust 15, 2006 (as amended, the “Wynn Las Vegas Credit Agreement”). Amendment No. 8 amended the Wynn Las Vegas Credit Agreement to, among otherthings, permit the issuance of the 2022 Notes. Concurrently with the issuance of the 2022 Notes, Wynn Las Vegas, LLC prepaid all term loans under theWynn Las Vegas Credit Agreement, terminated all of its revolving credit commitments that were due to expire in 2013, and terminated all but $100 million ofits revolving credit commitments expiring in 2015. In connection with this transaction, the Company expensed deferred financing fees of $4.8 million, allrelated to the Wynn Las Vegas term loan and revolving credit facilities.In September 2012, Wynn Las Vegas terminated the Wynn Las Vegas Credit Agreement. No loans were outstanding under the Wynn Las Vegas CreditAgreement at the time of termination. Prior to such termination, certain letters of credit in which lenders had participated pursuant to the Wynn Las VegasCredit Agreement were reallocated to a separate, unsecured letter of credit facility provided by Deutsche Bank, A.G. Wynn Las Vegas did not incur any earlytermination penalties related to the termination.In connection with the termination, the Company expensed $2.6 million of previously deferred financing costs and third party fees related to the WynnLas Vegas Credit Agreement.Redemption Price Promissory NoteBased on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, the Company redeemed and cancelled Aruze USA, Inc.’s24,549,222 shares of Wynn Resorts’ common stock. Following a finding of “unsuitability,” Wynn Resorts’ articles of incorporation authorize redemption ofthe shares held by unsuitable persons at a “fair value” redemption price. The Company engaged an independent financial advisor to assist in the fair valuecalculation and concluded that a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the shareswhich were subject to the terms of an existing stockholder agreement. Pursuant to its articles of incorporation, the Company issued the Redemption Note toAruze USA, Inc., a former stockholder and related party, in redemption of the shares. The Redemption Note has a principal amount of $1.94 billion, matureson February 18, 2022 and bears interest at the rate of 2% per annum payable annually in arrears on each anniversary of the date of the Redemption Note. TheCompany may, in its sole and absolute discretion, at any time and from time to time, and without penalty or premium, prepay the whole or any portion of theprincipal or interest due under the Redemption Note. In no instance shall any payment obligation under the Redemption Note be accelerated except in the soleand absolute discretion of the Company or as specifically mandated by law. The indebtedness evidenced by the Redemption Note is and shall be subordinatedin right of payment, to the extent and in the manner provided in the Redemption Note, to the prior payment in full of all existing and future obligations ofWynn Resorts and any of its affiliates in respect of indebtedness for borrowed money of any kind or nature.The Company recorded the fair value of the Redemption Note of approximately $1.94 billion in accordance with applicable accounting guidance. TheCompany utilized an independent third party valuation to assist in the 98Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) determination of this fair value. In determining this fair value, the Company estimated the Redemption Note’s present value using discounted cash flows witha probability weighted expected return for redemption assumptions and a discount rate which included time value and non-performance risk adjustmentscommensurate with risk of the Redemption Note.Considerations for the redemption assumptions included the stated maturity of the Redemption Note, uncertainty of the related cash flows as well aspotential effects of the following: uncertainties surrounding the potential outcome and timing of pending litigation with the Okada Parties (see Note16—“Commitments and Contingencies”); the outcome of on-going investigations of Aruze USA, Inc. by the United States Attorney’s Office, the U.S.Department of Justice and the Nevada Gaming Control Board; and other potential legal and regulatory actions. In addition, in the furtherance of various futurebusiness objectives, the Company considered its ability, at its sole option, to prepay the Redemption Note at any time in accordance with its terms withoutpenalty. Accordingly, the Company reasonably determined that the estimated life of the Redemption Note could be less than the contractual life of theRedemption Note.In determination of the appropriate discount rate to be used in the estimated present value, the Redemption Note’s subordinated position relative to allother debt in the Company’s capital structure and credit ratings associated with the Company’s traded debt were considered. Observable inputs for the riskfree rate based on Federal Reserve rates for U.S. Treasury securities and credit risk spread based on a yield curve index of similarly rated debt was used. As aresult of this analysis, the Company concluded the Redemption Notes’s stated rate of 2% approximated a market rate.The Okada Parties have challenged the redemption of Aruze USA, Inc.’s shares and the Company is currently involved in litigation with those partiesas well as related shareholder derivative litigation. On February 13, 2013, the Okada Parties filed a motion in the Nevada state court asking the court toestablish an escrow account (specifically, they asked the court to establish a “disputed ownership fund,” as defined in a federal tax regulation (“DOF”)) tohold the Redemption Note as well as the redeemed shares themselves (although those shares were previously cancelled in February 2012), until the resolution ofthe redemption action and counterclaim. The Okada Parties subsequently filed reply papers in further support of their motion, in which they narrowed therelief they were seeking, specifically by withdrawing their request that the redeemed shares be placed into the escrow account. On April 17, 2013, the courtentered an order granting the Okada Parties’ motion in part as to the narrowed relief outlined in their reply papers. Among other things, the court’s orderdirected the Okada Parties to establish an escrow account with a third party (without making any ruling as to whether such an account would satisfy therequirements of a DOF) to hold interest payments tendered by the Company on the Redemption Note. The Company is to have no responsibility for fees orcosts of the account, and will receive a full release and indemnity related to the account. On each of February 14, 2013 and February 13, 2014, the Companyissued checks to Aruze USA, Inc. in the amount of $38.7 million, representing the interest payments due on the Redemption Note at those times. However, asof the date of this report, the checks remain uncashed. The parties engaged in discussions regarding the terms of the escrow agreement contemplated by thecourt’s order. However, the Okada Parties recently advised of their intent to deposit any checks for interest and principal, past and future, due under the termsof the Redemption Note to the Clerk of the Court for deposit into the Clerk’s Trust Account.As further discussed in Note 16—“Commitments and Contingencies”, on June 19, 2012, Elaine Wynn responded to the counterclaim and asserted across claim against Steve Wynn and Kazuo Okada. The indentures for the Issuers’ 7 7/8% 2020 Notes, 7 3/4% 2020 Notes (the “2020 Indentures”) and theindenture for the Issuers’ 2023 Notes (the “2023 Indenture,” and, together with the 2020 Indentures, the “Indentures”) provide that if Stephen A. Wynn,together with certain related parties, in the aggregate beneficially owns a lesser percentage of the outstanding common stock of the Company than arebeneficially owned by any other person, a change of 99Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) control will have occurred. If Elaine Wynn prevails in her cross claim, Stephen A. Wynn would not beneficially own or control Elaine Wynn’s shares and achange in control may result under the Wynn Las Vegas debt documents. Under the 2020 Indentures, the occurrence of a change of control requires that theCompany make an offer to each holder to repurchase all or any part of such holder’s notes at a purchase price equal to 101% of the aggregate principal amountthereof plus accrued and unpaid interest on the notes purchased, if any, to the date of repurchase (unless the notes have been previously called for redemption).Under the 2023 Indenture, if a change of control occurs and within 60 days after that occurrence the 4 1/4% Senior Notes are rated below investment grade byboth rating agencies that rate such notes, the Company is required to make an offer to each holder to repurchase all or any part of such holder’s notes at apurchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the notes purchased, if any, to the date ofrepurchase (unless the notes have been previously called for redemption). Mr. Wynn is opposing Ms. Wynn’s cross claim.The outcome of these various proceedings cannot be predicted. The Company’s claims and the Okada Parties’ counterclaims are in a preliminary stageand management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the rangeof reasonably possible loss, if any. An adverse judgment or settlement involving payment of a material amount could cause a material adverse effect on ourfinancial condition.$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.Fair Value of Long-Term DebtThe estimated fair value of the Company’s long-term debt, excluding the Redemption Note, as of December 31, 2013 and 2012, was approximately $4.8billion and $4.2 billion, respectively compared to its carrying value of $4.7 billion and $3.9 billion, respectively. The estimated fair value of the Company’slong-term debt, excluding the Redemption Note, is based on recent trades, if available, and indicative pricing from market information (level 2 inputs). SeeNote 2—“Summary of Significant Accounting Policies” for discussion on the estimated fair value of the Redemption Note.Scheduled Maturities of Long-Term DebtScheduled maturities of long-term debt, including the accretion of debt discounts of $6.4 million, are as follows (amounts in thousands): Years Ending December 31, 2014 $1,050 2015 1,400 2016 1,400 2017 405,196 2018 576,432 Thereafter 5,608,453 $6,593,931 100Table 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 as an increase/decrease in swap fair value in the accompanying Consolidated Statements of Income, as theinterest rate swaps do not qualify for hedge accounting.The Company utilized Level 2 inputs as described in Note 2—“Summary of Significant Accounting Policies” to determine fair value. The fair valueapproximates the amount the 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, issubject to significant estimation and a high degree of variability and fluctuation between periods. The fair value is adjusted, to reflect the impact of creditratings of the counterparties or the Company, as applicable. These adjustments resulted in a reduction in the fair values as compared to their settlementvalues. As of December 31, 2013, the interest rate swaps were recorded as an asset of $10.3 million and included in deposits and other assets. As ofDecember 31, 2012, the interest rate swaps were recorded as a liability of $3.9 million and included in other long-term liabilities.The Company currently has three interest rate swap agreements intended to hedge a portion of the underlying interest rate risk on borrowings under theAmended Wynn Macau Credit Facilities. Under two of the swap agreements, the Company pays a fixed interest rate (excluding the applicable interest margin)of 0.73% on notional amounts corresponding to borrowings of HK$3.95 billion (approximately $509.4 million) incurred under the Amended Wynn MacauCredit Facilities in exchange for receipts on the same amount at a variable interest rate based on the applicable HIBOR at the time of payment. These interestrate swaps fix the all-in interest rate on such amounts at 2.48% to 3.23%. These interest rate swap agreements mature in July 2017.Under the third swap agreement, the Company pays a fixed interest rate (excluding the applicable interest margin) of 0.6763% on notional amountscorresponding to borrowings of $243.8 million incurred under the Amended Wynn Macau Credit Facilities in exchange for receipts on the same amount at avariable rate based on the applicable LIBOR at the time of payment. This interest rate swap fixes the all-in interest rate on such amounts at 2.4263% to3.1763%. This interest rate swap agreement matures in July 2017.10. Related Party TransactionsRelated Party Share RedemptionBased on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, the Company redeemed and cancelled Aruze USA, Inc.’s24,549,222 shares of Wynn Resorts’ common stock. Following a finding of “unsuitability,” Wynn Resorts’ articles of incorporation authorize redemption ofthe shares held by unsuitable persons at a “fair value” redemption price. The Company engaged an independent financial advisor to assist in the fair valuecalculation and concluded that a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the shareswhich were subject to the terms of an existing stockholder agreement. Pursuant to its articles of incorporation, the Company issued the Redemption Note toAruze USA, Inc., a former stockholder and related party, in redemption of the shares. Aruze USA, Inc., Universal Entertainment Corporation and KazuoOkada have challenged the redemption of Aruze USA, Inc.’s shares and we are currently involved in litigation with those parties as well as related shareholderderivative litigation. The 101Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) outcome of these various proceedings cannot be predicted. The Company’s claims and the Okada Parties’ counterclaims are in a preliminary stage andmanagement has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matter or the range ofreasonably possible loss, if any. An adverse judgment or settlement involving payment of a material amount could cause a material adverse effect on ourfinancial condition.Amounts 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, 2013 and 2012, Mr. Wynn and the other officers and directors had a net deposit balance with the Company of $0.8 million and $1 million,respectively.Villa LeaseOn March 18, 2010, Mr. Wynn and Wynn Las Vegas entered into an Amended and Restated Agreement of Lease (the “Prior SW Lease”) for a villa toserve as Mr. Wynn’s personal residence. The Prior SW Lease amended and restated a previous lease. The Prior SW Lease was approved by the AuditCommittee of the Board of Directors of the Company. The term of the Prior SW Lease commenced as of March 1, 2010 and ran concurrent with Mr. Wynn’semployment agreement with the Company; provided that either party could terminate on 90 days notice. Pursuant to the Prior SW Lease, the rental value of thevilla was treated as imputed income to Mr. Wynn, and was equal to the fair market value of the accommodations provided. Effective March 1, 2010, and forthe first two years of the term of the Prior SW Lease, the rental value was $503,831 per year. Effective March 1, 2012, the rental value was $440,000 per year.On May 7, 2013, Wynn Las Vegas entered into a 2013 Amended and Restated Agreement of Lease (the “Existing SW Lease”), effective December 29,2012, to include an expansion of the villa and to adjust the rental value accordingly to $525,000 per year based on the current fair market value as establishedby the Audit Committee of the Company with the assistance of an independent third-party appraisal.On November 7, 2013, Mr. Wynn and Wynn Las Vegas entered into a 2013 Second Amended and Restated Agreement of Lease (the “New SW Lease”)amending and restating the Existing SW Lease, effective as of November 5, 2013. The New SW Lease was approved by the Audit Committee of the Board ofDirectors of Wynn Resorts. Pursuant to the New SW Lease, effective as of November 5, 2013 and ending on February 28, 2015, Mr. Wynn will pay WynnLas Vegas annual rent for the villa of $525,000, which amount was determined to be the fair market value of the accommodations based on a third-partyappraisal and which is consistent with the rental value under the Existing SW Lease. In addition, pursuant to the New SW Lease, the Company pays for allcapital improvements to the villa and will reimburse Mr. Wynn for all amounts he previously paid the Company for capital improvements to the villa in 2012and 2013. The rental value for the villa will be re-determined every two years during the term of the New SW Lease by the Audit Committee. Certain servicesfor, and maintenance of, the villa are included in the rental.Home PurchaseIn May 2010, the Company entered into an employment agreement with Linda Chen, who is the Chief Operating Officer of Wynn Macau. The term ofthe employment agreement is through February 24, 2020. Under 102Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) the terms of the employment agreement, the Company purchased a home in Macau for use by Ms. Chen and has made renovations to the home with total costsof $9.4 million through December 31, 2013. 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 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 theevent of termination of Ms. Chen’s employment without “cause” or termination of Ms. Chen’s employment for “good reason” following a “change of control”and (c) at a price based on the applicable Discount Percentage in the event Ms. Chen terminates the agreement due to material breach by the Company. UponMs. Chen’s termination for “cause,” Ms. Chen will be deemed to have elected to purchase the Macau home based on the applicable Discount Percentage unlessthe Company determines to not require Ms. Chen to purchase the home. If Ms. Chen’s employment terminates for any other reason before the expiration of theterm (e.g., because of her death or disability or due to revocation of gaming license), the option will terminate.Plane Option AgreementOn January 3, 2013, the Company and Mr. Wynn entered into an agreement pursuant to which Mr. Wynn agreed to terminate a previously grantedoption to purchase an approximately two acre tract of land located on the Wynn Las Vegas golf course and, in return, the Company granted Mr. Wynn theright to purchase any or all of the aircraft owned by the Company or its direct wholly owned subsidiaries. The aircraft purchase option is exercisable upon 30days written notice and at a price equal to the book value of such aircraft, and will terminate on the date of termination of the employment agreement betweenthe Company and Mr. Wynn, which expires in October 2020.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, 2013 2012 2011 Net loss on assets abandoned/retired for remodel or sold $7,358 $29,524 $19,708 Donation to University of Macau Foundation 3,780 4,083 109,563 Loss on contract termination 6,000 315 — Loss on show cancellation — 6,056 1,378 $17,138 $39,978 $130,649 103Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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, 2013 include fees paid in connection with the termination of a contract, miscellaneous renovations and abandonments at ourresorts and entertainment development costs.Property charges and other for the year ended December 31, 2012 include the remodel of a Las Vegas restaurant, charges associated with the terminationof a Las Vegas show that ended its run in November 2012, and miscellaneous renovations and abandonments at our resorts.Property charges and other for the year ended December 31, 2011 include the present value of a charitable contribution made by Wynn Macau to theUniversity of Macau Development Foundation. This contribution consists of a $25 million payment made in May 2011, and a commitment for additionaldonations of $10 million each year for the calendar years 2012 through 2022 inclusive, for a total of $135 million. The amount reflected in the accompanyingConsolidated Statements of Income has been discounted using the Company’s estimated borrowing rate over the time period of the remaining committedpayments. In accordance with accounting standards for contributions, subsequent accretion of the discount is being recorded as additional donation expenseand included in Property charges and other. Also included are the write off of certain off-site golf memberships by Wynn Las Vegas, miscellaneous renovationsand abandonments at the Company’s resorts, including modifications of the Encore at Wynn Las Vegas retail esplanade, closure of the Blush nightclub andthe write off of certain costs related to a show that ended its run in Las Vegas in April 2011.12. 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, 2013 and 2012, 101,192,408 shares and 100,866,712 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. As of December 31, 2013, theCompany had repurchased a cumulative total of 12,978,085 shares of the Company’s Common Stock for a net cost of $1.1 billion under the program.Under the repurchase program, there were no repurchases made during the years ended December 31, 2013, 2012 and 2011.During 2013 and 2012, the Company repurchased a total of 114,355 shares and 7,640 shares, respectively, in satisfaction of tax withholdingobligations on vested restricted stock.In February 2013, May 2013, August 2013 and November 2013 the Company paid a dividend of $1.00 per common share as part of a cash dividendprogram. In December 2013, the Company paid a dividend of $3.00 per common share. 104Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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, 2013, 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 SecuritiesWynn Resorts’ articles of incorporation provide that, to the extent a gaming authority makes a determination of unsuitability or to the extent the Board ofDirectors determines, in its sole discretion, that a person is likely to jeopardize the Company or any affiliates application for, receipt of, approval for, right tothe use of, or entitlement to, any gaming license, Wynn Resorts may redeem shares of its capital stock that are owned or controlled by an unsuitable person orits affiliates. The redemption price will be the amount, if any, required by the gaming authority or, if the gaming authority does not determine the price, thesum deemed by the Board of Directors to be the fair value of the securities to be redeemed. If Wynn Resorts determines the redemption price, the redemptionprice will be capped at the closing price of the shares on the principal national securities exchange on which the shares are listed on the trading day before theredemption notice is given. If the shares are not listed on a national securities exchange, the redemption price will be capped at the closing sale price of theshares as quoted on The NASDAQ Global Select Market or if the closing price is not reported, the mean between the bid and ask prices, as quoted by anyother generally recognized reporting system. Wynn Resorts’ right of redemption is not exclusive of any other rights that it may have or later acquire under anyagreement, its bylaws or otherwise. The redemption price may be paid in cash, by promissory note, or both, as required, and pursuant to the termsestablished by, the applicable Gaming Authority and, if not, as the Board of Directors of Wynn Resorts elects.Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed and cancelled Aruze USA, Inc.’s24,549,222 shares of Wynn Resorts’ common stock. For more information, refer to Note 16—“Commitments and Contingencies”.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. Net income attributable to noncontrolling interest was $275.5 million, $226.7 million and$211.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. 105Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) On August 23, 2013, the Wynn Macau, Limited Board of Directors approved a HK$0.50 per share dividend. The total dividend amount was $334.5million and the Company’s share of this dividend was $241.8 million. A reduction of $92.7 million was made to noncontrolling interest in the accompanyingConsolidated Balance Sheets to reflect the payment of this dividend.On March 28, 2013, the Wynn Macau, Limited Board of Directors approved a HK$1.24 per share dividend. The total dividend amount was $828.6million and the Company’s share of this dividend was $599.1 million. A reduction of $229.6 million was made to noncontrolling interest in theaccompanying Consolidated Balance Sheets to reflect the payment of this dividend.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.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. OnApril 30, 2013, the Company announced a 401(k) plan match for the 2013 plan year. For the 2013 plan year, the Company matched 50% of employeecontributions, up to 6% of employees’ paychecks, with a one-time annual matching cap of $500 per employee. The company expensed $1.2 million related tothis match as of December 31, 2013. The Company suspended matching contributions to this plan effective March 2009 and did not record any expense formatching contributions for the years ended December 31, 2012 and 2011, 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. During the years ended December 31,2013, 2012 and 2011, the Company recorded an expense for matching contributions of $7.5 million, $7.1 million and $6.6 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 $9 million, $8.6 million and $7.6 million for contributions to the Plan for the years endedDecember 31, 2013, 2012 and 2011, respectively. For the 2012 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 2012 106Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) plan year. Risks of participating in a multi-employer plan differs from single-employer plans for the following reasons: (1) assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers; (2) if a participating employer stopscontributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (3) if a participating employer stopsparticipating, it may be required to pay those plans an amount based on the underfunded status of the plan, 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, 2013, 4,438,524shares 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.A summary of option activity under the WRL Stock Plan as of December 31, 2013, and the changes during the year then ended is presented below: Options WeightedAverageExercisePrice WeightedAverageRemainingContractualTerm AggregateIntrinsicValue Outstanding at January 1, 2013 2,397,820 $66.89 Granted 77,800 $139.54 Exercised (383,151) $53.34 Forfeited or expired (486,160) $59.50 Outstanding at December 31, 2013 1,606,309 $75.89 5.30 $190,064,746 Fully vested and expected to vest at December 31, 2013 1,546,461 $75.63 5.31 $183,393,072 Exercisable at December 31, 2013 181,761 $69.79 4.93 $22,614,588 107Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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, 2013 2012 2011 Weighted average grant date fair value $39.93 $33.03 $48.31 Intrinsic value of stock options exercised $33,830 $22,416 $36,776 Net cash proceeds from the exercise of stock options $20,436 $15,583 $23,789 Tax benefits realized from the exercise of stock options and vesting of restrictedstock $10,474 $5,537 $11,176 As of December 31, 2013, there was a total of $33.4 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, 2013 and changes during the year then ended is presentedbelow: Shares WeightedAverageGrant DateFair Value Nonvested at January 1, 2013 651,500 $103.27 Granted 135,400 125.56 Vested (310,900) 116.85 Forfeited (78,500) 131.79 Nonvested at December 31, 2013 397,500 $113.13 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, 2013 2012 2011 Weighted average grant date fair value $125.56 $110.04 $129.55 Fair value of shares vested $36,328 $15,653 $24,865 Approximately $26.3 million of unamortized compensation cost relating to nonvested shares of Common Stock at December 31, 2013 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 518,750,000 shares have been reserved for issuance 108Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) under the WML Stock Plan. The Wynn Macau, Limited shares available for issuance under the WML Stock Plan are separate and distinct from the commonstock of Wynn Resorts equity compensation plans and are not available for issuance for any awards under any of the Wynn Resorts equity compensationplans.A summary of option activity under the WML Stock Plan as of December 31, 2013, and the changes during the year then ended is presented below: Options WeightedAverageExercisePrice WeightedAverageRemainingContractualTerm AggregateIntrinsicValue Outstanding at January 1, 2013 2,110,000 $2.15 Granted 800,000 $3.21 Exercised — — Outstanding at December 31, 2013 2,910,000 $2.44 7.8 $6,082,136 Fully vested and expected to vest at December 31, 2013 2,910,000 $2.44 7.8 $6,082,136 Exercisable at December 31, 2013 862,000 $1.95 6.8 $2,224,036 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, 2013 2012 2011 Weighted average grant date fair value $0.78 $0.78 $0.75 Intrinsic value of stock options exercised $— $— $99.2 Net cash proceeds from exercise of stock options $— $— $70.2 As of December 31, 2013, 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 June 2017.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. 109Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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, 2013 2012 2011 Expected dividend yield 3.0% 4.0% 4.0% Expected stock price volatility 39.4% 48.8% 49.7% Risk-free interest rate 1.1% 1.2% 2.4% Expected average life of options (years) 6.7 7.0 6.5 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, 2013 2012 2011 Expected dividend yield 5.0% 4.0% 4.0% Expected stock price volatility 43.3% 49.0% 37.8% Risk-free interest rate 0.6% 0.7% 2.1% Expected average life of options (years) 6.5 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, 2013 2012 2011 Casino $4,791 $4,794 $8,997 Rooms 853 313 383 Food and beverage 1,202 178 429 Entertainment, retail and other 477 43 24 General and administrative 32,214 14,320 14,048 Total stock-based compensation expense 39,537 19,648 23,881 Total stock-based compensation capitalized 196 195 886 Total stock-based compensation costs $39,733 $19,843 $24,767 For the year ended December 31, 2013, the Company recorded a charge in accordance with applicable accounting standards, of approximately $23million due to the retirement of the Company’s former chief operating officer and the related accelerated vesting of shares previously granted to him.For the year ended December 31, 2012, the Company reversed stock-based compensation expense allocated to casino operations related to stock optionsand restricted stock granted in 2008 with an approximate 8 year cliff vest provision that were forfeited during the first quarter of 2012. 110Table 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, 2013 2012 2011 Domestic $(9,935) $(87,122) $49,521 Foreign 996,458 820,120 756,046 Total $986,523 $732,998 $805,567 The Company’s provision (benefit) for income taxes consisted of the following (amounts in thousands): Years Ended December 31, 2013 2012 2011 Current Federal $135 $5,912 $— Foreign 2,057 2,042 (3,386) $2,192 $7,954 $(3,386) Deferred Federal $(19,826) $(3,655) $(10,809) Foreign — — (5,351) (19,826) (3,655) (16,160) Total $(17,634) $4,299 $(19,546) The income tax provision (benefit) differs from that computed at the federal statutory corporate tax rate as follows: Years Ended December 31, 2013 2012 2011 Federal statutory rate 35.0% 35.0% 35.0% Foreign tax rate differential (23.1%) (25.6%) (21.3%) Non-taxable foreign income (13.4%) (15.4%) (13.0%) Foreign tax credits, net of valuation allowance (89.3%) 1.7% (80.8%) Repatriation of foreign earnings 87.2% 0.0% 76.3% Other, net 1.9% 3.6% 0.4% Valuation allowance, other (0.1%) 1.3% 1.0% Effective tax rate (1.8%) 0.6% (2.4%) On November 30, 2010, Wynn Macau received a second 5-year exemption from Macau’s 12% Complementary Tax on casino gaming profits, therebyexempting the casino gaming profits of Wynn Macau through December 31, 2015. Accordingly for the years ended December 31, 2013, 2012, and 2011, theCompany was exempted from the payment of $107.3 million, $87.1 million and $82.7 million in such taxes or $1.06, $0.84 and $0.66 per share,respectively. The Company’s non-gaming profits remain subject to the Macau Complementary Tax and its casino winnings remain subject to the MacauSpecial Gaming tax and other levies in accordance with its concession agreement. 111Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) In July of 2011, Wynn Macau received a 5-year extension of its agreement with the Macau Special Administrative Region that provides for an annualpayment of MOP $15.5 million (approximately $1.9 million U.S. dollars) as complementary tax otherwise due by shareholders of Wynn Macau on dividenddistributions through 2015. As a result of the shareholder dividend tax agreements, income tax expense includes $1.9 million, $1.9 million and $1.9 millionfor the years ended December 31, 2013, 2012 and 2011, respectively.The Macau special gaming tax is 35% of gross gaming revenue. U.S. tax laws only allow a foreign tax credit up to 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 paidin lieu of an income tax and could be claimed as a U.S. foreign tax credit.During the years ended December 31, 2013 and December 31, 2011, the Company recognized tax benefits of $879.7 million and $647.6 million,respectively (net of valuation allowance and uncertain tax positions), for foreign tax credits generated applicable to the earnings of Wynn Macau. DuringDecember 31, 2012, the Company did not repatriate any earnings of Wynn Macau and consequently did not generate foreign tax credits in that year.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 2013 and 2012, the aggregate valuation allowance for deferred tax assets increased by $755.5 million and $19.1million, respectively. The 2013 and 2012 increases are primarily related to foreign tax credit carryforwards and other foreign deferred tax assets that are notconsidered more likely than not realizable.The Company recorded tax benefits resulting from the exercise of nonqualified stock options and the value of vested restricted stock and accrueddividends of $10.5 million, $5.5 million, and $11.2 million as of December 31, 2013, 2012 and 2011, respectively, in excess of the amounts reported forsuch items as compensation costs under accounting standards related to stock-based compensation. The Company uses a with-and-without approach todetermine if the excess tax deductions associated with compensation costs have reduced income taxes payable. 112Table 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, 2013 2012 Deferred tax assets—U.S.: Current: Receivables, inventories, accrued liabilities and other $36,556 $38,488 Less: valuation allowance (34,347) (35,386) 2,209 3,102 Long-term: Foreign tax credit carryforwards 2,614,665 1,843,757 Intangibles and related other 26,324 26,773 Stock based compensation 10,736 19,113 Pre-opening costs 12,884 14,584 Other 11,341 12,320 2,675,950 1,916,547 Less: valuation allowance (2,514,258) (1,762,090) 161,692 154,457 Deferred tax liabilities—U.S.: Current: Prepaid insurance, maintenance and taxes (6,243) (6,280) Long-term: Property and equipment (176,036) (199,956) Deferred tax assets—Foreign: Current: Accrued liabilities 164 156 Less: valuation allowance (164) (156) — — Long-term: Net operating loss carryforwards 13,701 17,157 Property and equipment 17,441 11,973 Pre-opening costs 3,040 854 Other 4,074 3,929 Less: valuation allowance (38,256) (33,913) — — Net deferred tax liability $(18,378) $(48,677) As of December 31, 2013, the Company had foreign tax credit carryforwards (net of uncertain tax positions) of $2,615 million. Of this amount,$660.5 million will expire in 2018, $110.9 million will expire in 2019, $530.4 million in 2020, $540.3 million in 2021 and $772.6 million in 2023. TheCompany has no U.S. tax loss carryforwards. The Company incurred foreign tax losses of $42.4 million, $79.1 million and $70.9 million during the taxyears ended December 31, 2013, 2012 and 2011, respectively. These foreign tax loss carryforwards expire 113Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) in 2016, 2015, and 2014, respectively. The Company incurred a U.S. capital loss of $3.6 million during the year ended December 31, 2011. The U.S.capital loss carryforward will expire in 2016.In assessing the need for a valuation allowance, the Company does not currently consider forecasted future operating results when scheduling therealization of deferred tax assets and the required valuation allowance but instead relies solely on the reversal of net taxable temporary differences. Thevaluation allowance for foreign tax credits was determined by scheduling the existing U.S. taxable temporary differences that are expected to reverse and resultin “net” foreign source income during the 10-year foreign tax credit carryover period.As of December 31, 2013 and 2012, the Company had valuation allowances of $2,543 million and $1,786 million, respectively, provided on foreigntax credits expected to expire unutilized and valuation allowances of $5.8 million and $11.1 million provided on other U.S. deferred tax assets. The Companyhas recorded a valuation allowance against all of its foreign deferred tax assets.Except for $434 million of accumulated earnings which the Company plans on repatriating, the Company has not provided deferred U.S. income taxesor foreign withholding taxes on temporary differences of $388.1 million and $333.6 million as of December 31, 2013 and 2012, respectively, which areindefinitely reinvested and will be used to fund future operations or expansion. The amount of the unrecognized deferred tax liability associated with thesetemporary differences is approximately $135.8 million and $116.8 million for the years ended December 31, 2013 and 2012. Deferred income taxes, net offoreign tax credits, are provided for foreign earnings planned for repatriation. For the years ended December 31, 2013 and 2012, the Company repatriated$840.9 million and $0 from Wynn Macau, Limited. The amounts repatriated were used to fund domestic operations, to provide additional U.S. liquidity, andto fund dividends to the Company’s shareholders.A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (amounts in thousands): As ofDecember 31, 2013 2012 2011 Balance—beginning of year $84,289 $85,498 $83,834 Additions based on tax positions of the current year 8,360 8,140 12,427 Additions based on tax positions of prior years — — — Reductions for tax positions of prior years — — — Settlements — — — Lapses in statutes of limitations (3,105) (9,349) (10,763) Balance—end of year $89,544 $84,289 $85,498 As of December 31, 2013, 2012, and 2011 unrecognized tax benefits of $60.3 million, $55.2 million, and $60.4 million, respectively, were recorded asreductions to the U.S. foreign tax credit deferred tax asset and the foreign net operating loss deferred tax asset. As of December 31, 2013, 2012, and 2011,unrecognized tax benefits of $29.2 million, $29.1 million and $25.1 million, respectively, were recorded in Other long-term liabilities.As of December 31, 2013, 2012 and 2011, $20.7 million, $18.8 million and $24.2 million, respectively, of unrecognized tax benefits would, ifrecognized, impact the effective tax rate. 114Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes. During the years endedDecember 31, 2013, 2012 and 2011, the Company recognized interest and penalties of $0, $0.3 million and $0.04 million, respectively.The Company anticipates that the 2009 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 increase by a range of $0 to $0.5 million over the next 12 months.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. The Company’s 2002 to 2009 domestic income tax returns remainsubject to examination by the IRS to the extent of tax attributes carryforwards to future years. The Company’s 2010 to 2012 domestic income tax returns alsoremain subject to examination by the IRS. The Company’s 2009 to 2012 Macau income tax returns remain subject to examination by the Macau FinancialServices Bureau.In April 2012, the Company reached an agreement with the Appellate division of the IRS regarding issues raised during the examination of the 2006through 2009 U.S. income tax returns. The settlement with the Appellate division did not impact the Company’s unrecognized tax benefits. The settlement ofthe 2006 through 2009 examination issues resulted in a cash tax payment of $1.3 million and the utilization of $3.1 million and $0.9 million in foreign taxcredit and general business credit carryforwards, respectively.During December 2012, the IRS completed an examination of the Company’s 2010 U.S. income tax return and had no changes. In May 2013, theCompany received notification that the IRS completed its examination of the Company’s 2011 U.S. income tax return and had no changes.For tax year 2012, the Company is participating in the IRS Compliance Assurance Program (“CAP”) which accelerates IRS examination of keytransactions with the goal of resolving any issues before the taxpayer files its return. The Company believes the IRS will complete their examination of the 2012tax year in the next 12 months. In March 2013, the Company received notification that it had been selected for the Compliance Maintenance phase of CAP forthe 2013 tax year. In the Compliance Maintenance phase, the IRS, at its discretion, may reduce the level of review of the taxpayer’s tax positions based on thecomplexity and number of issues, and the taxpayer’s history of compliance, cooperation and transparency in the CAP. The Company does not expect a changein its unrecognized tax benefits as a result of the completion of these examinations.During August 2011, Wynn Macau settled an appeal related to the Macau Financial Services Bureau’s examination of its 2006 and 2007 MacauComplementary Tax returns. As part of the settlement, the Company paid $1.1 million in Macau Complementary tax. As the result of the exam settlement andthe expiration of the statute of limitations for the 2006 Macau Complementary tax return, the total amount of unrecognized tax benefits decreased by $10.8million.In July 2012, the Macau Financial Services Bureau commenced an examination of the 2008 Macau income tax return of Wynn Macau. In November2012, the Company received the results of the examination. While no additional tax was due, adjustments were made to the Company’s foreign net operatingloss carryforwards.On December 31, 2013, the statute of limitations for the 2008 Macau Complementary tax return expired. As a result, the Company’s unrecognized taxbenefits decreased by $3.1 million. 115Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) In January 2013, the Macau Financial Services Bureau examined the 2009 and 2010 Macau income tax returns of Palo, which is a co-holder of the landconcession for Wynn Palace. The exam resulted in no change to the tax returns.In March 2013, the Macau Financial Services Bureau commenced an examination of the 2009, 2010, and 2011 Macau income tax returns of WynnMacau. Since the examination is in its initial stages, the Company is unable to determine if it will conclude within the next 12 months. The Company believesthat its liability for uncertain tax positions is adequate with respect to these years.16. Commitments and ContingenciesCotai Development and Land Concession ContractIn September 2011, Palo Real Estate Company Limited (“Palo”) and Wynn Macau, each an indirect subsidiary of Wynn Macau Limited, formallyaccepted the terms and conditions of a draft land concession contract from the Macau government for approximately 51 acres of land in the Cotai area ofMacau. On May 2, 2012, the land concession contract was gazetted by the government of Macau evidencing the final step in the granting of the landconcession. The initial term of the land concession contract is 25 years from May 2, 2012, and it may be renewed with government approval for successiveperiods. The total land premium payable, including interest as required by the land concession contract, is $193.4 million. An initial payment of $62.5million was paid in December 2011, with eight additional semi-annual payments of approximately $16.4 million each (which includes interest at 5%) duebeginning November 2012. As of December 31, 2013 and 2012, the Company has recorded this obligation and related asset with $29.3 million and$27.9 million included as a current liability, respectively and $46.8 million and $76.2 million, respectively, included as a long-term liability. The Companyis also required to make annual lease payments of $0.8 million during the resort construction period and annual payments of approximately $1.1 million oncethe development is completed.The Company is currently constructing Wynn Palace, a full-scale integrated resort containing a 1,700-room hotel, performance lake, meeting space,casino, spa, retail offerings and food and beverage outlets. The total project budget, including construction costs, capitalized interest, pre-opening expenses,land costs and financing fees, is $4 billion. The Company continues to remain on schedule for an opening in the first half of 2016.On July 29, 2013, Wynn Macau and Palo finalized and executed a guaranteed maximum price construction (“GMP”) contract with LeightonContractors (Asia) Limited, acting as the general contractor. Under the GMP contract, the general contractor is responsible for both the construction and designof the Wynn Palace project. The general contractor is obligated to substantially complete the project in the first half of 2016 for a guaranteed maximum price ofHK$20 billion (approximately $2.57 billion). An early completion bonus for achievement of substantial completion on or before January 25, 2016 will bepaid to the general contractor if certain conditions are satisfied under the GMP contract. Both the contract time and guaranteed maximum price are subject tofurther adjustment under certain specified conditions. The performance of the general contractor is backed by a full completion guarantee given by LeightonHoldings Limited, the parent company of the general contractor, as well as a performance bond for 5% of the guaranteed maximum price.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. 116Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table presents the future minimum rentals to be received under the operating leases (amounts in thousands): Years Ending December 31, 2014 $39,735 2015 40,805 2016 38,276 2017 28,713 2018 5,929 Thereafter 17,220 $170,678 The total future minimum rentals do not include contingent rental. Contingent rentals were $101 million, $94 million and $73.2 million for the yearsended December 31, 2013, 2012, and 2012, respectively.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, 2013, the Company was obligated under non-cancelable operating leases to make future minimum lease payments as follows (amountsin thousands): Years Ending December 31, 2014 $8,835 2015 8,556 2016 6,091 2017 1,997 2018 1,393 Thereafter 4,799 $31,671 Rent expense for the years ended December 31, 2013, 2012 and 2011, was $21.9 million, $21.5 million and $20.2 million, respectively.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).Letters of CreditAs of December 31, 2013, the Company had unsecured outstanding letters of credit of $16.7 million.LitigationIn addition to the actions noted below, the Company’s affiliates are involved in litigation arising in the normal course of business. In the opinion ofmanagement, such litigation will not have a material effect on the Company’s financial condition, results of operations or cash flows. 117Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Atlantic-Pacific CapitalOn May 3, 2010, Atlantic-Pacific Capital, Inc. (“APC”) filed an arbitration demand with JAMS, a private alternative dispute resolution provider,regarding an agreement with the Company. The action concerns a claim for compensation of approximately $32 million pursuant to an agreement entered intobetween APC and the Company on or about March 30, 2008, whereby APC was engaged to raise private equity capital for a specific investment vehiclesponsored by the Company. APC is seeking compensation unrelated to the investment vehicle. The Company has denied APC’s claims for compensation. TheCompany filed a Complaint for Damages and Declaratory Relief against APC in the Eighth Judicial District Court, Clark County, Nevada, on May 10, 2010,which APC removed to the United States District Court, District of Nevada. In March 2011, the District Court denied APC’s motion to compel arbitration,and dismissed the action. APC appealed, and on November 13, 2012, the United States Court of Appeals for the Ninth Circuit reversed the District Court andcompelled .arbitration. The arbitration is set for April 2014. An arbitrator has been selected, and the parties have been engaging in discovery. Managementbelieves that APC’s claims against the Company are without merit, and the Company intends to continue to defend this matter vigorously.Determination of Unsuitability and Redemption of Aruze USA, Inc. and AffiliatesOn February 18, 2012, Wynn Resorts’ Gaming Compliance Committee concluded an investigation after receiving an independent report by Freeh,Sporkin & Sullivan, LLP (the “Freeh Report”) detailing a pattern of misconduct by Aruze USA, Inc. (at the time a stockholder of Wynn Resorts), UniversalEntertainment Corporation, Aruze USA, Inc.’s parent company, and Kazuo Okada, (the majority shareholder of Universal Entertainment Corporation and aformer member of the Board of Directors of Wynn Resorts and Wynn Macau, Limited) (collectively, the “Okada Parties”). The factual record presented in theFreeh Report included evidence that the Okada Parties had provided valuable items to certain foreign gaming officials who were responsible for regulatinggaming in a jurisdiction in which entities controlled by Mr. Okada were developing a gaming resort. Mr. Okada denied the impropriety of such conduct tomembers of the Board of Directors of Wynn Resorts and while serving as one of the Company’s directors Mr. Okada refused to acknowledge or abide byWynn Resorts’ anti-bribery policies and refused to participate in the training all other directors have received concerning these policies.Based on the Freeh Report, the Board of Directors of Wynn Resorts determined that the Okada Parties are “unsuitable persons” under Article VII of theCompany’s articles of incorporation. The Board of Directors was unanimous (other than Mr. Okada) in its determination. After authorizing the redemption ofthe Aruze shares, as discussed below, the Board of Directors took certain actions to protect the Company and its operations from any influence of anunsuitable person, including placing limitations on the provision of certain operating information to unsuitable persons and formation of an ExecutiveCommittee of the Board to manage the business and affairs of the Company during the period between each annual meeting. The Charter of the ExecutiveCommittee provides that “Unsuitable Persons” are not permitted to serve on the Committee. All members of the Board, other than Mr. Okada, were appointedto the Executive Committee on February 18, 2012. The Board of Directors also requested that Mr. Okada resign as a director of Wynn Resorts (under Nevadacorporation law, a board of directors does not have the power to remove a director) and recommended that Mr. Okada be removed as a member of the Board ofDirectors of Wynn Macau, Limited. In addition, on February 18, 2012, Mr. Okada was removed from the Board of Directors of Wynn Las Vegas CapitalCorp., an indirect wholly owned subsidiary of Wynn Resorts. On February 24, 2012, Mr. Okada was removed from the Board of Directors of Wynn Macau,Limited and on February 22, 2013, he was removed from the Board of Directors of Wynn Resorts by a stockholder vote in which 99.6% of the over86 million shares voted were cast in favor of removal. Additionally, Mr. Okada resigned from the Board of Directors of Wynn Resorts on February 21, 2013.Although the Company has retained the structure of the Executive Committee, the Board has resumed its past role in managing the business and affairs of theCompany. 118Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed and cancelled Aruze USA, Inc.’s24,549,222 shares of Wynn Resorts’ common stock. Following a finding of “unsuitability,” Article VII of Wynn Resorts’ articles of incorporation authorizesredemption at “fair value” of the shares held by unsuitable persons. The Company engaged an independent financial advisor to assist in the fair valuecalculation and concluded that a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the sharesheld by Aruze USA, Inc. under the terms of the Stockholders Agreement (as defined below). Pursuant to its articles of incorporation, Wynn Resorts issued theRedemption Note to Aruze USA, Inc. in redemption of the shares. The Redemption Note has a principal amount of $1.94 billion, matures on February 18,2022 and bears interest at the rate of 2% per annum, payable annually in arrears on each anniversary of the date of the Redemption Note. The Company may,in its sole and absolute discretion, at any time and from time to time, and without penalty or premium, prepay the whole or any portion of the principal orinterest due under the Redemption Note. In no instance shall any payment obligation under the Redemption Note be accelerated except in the sole and absolutediscretion of Wynn Resorts or as specifically mandated by law. The indebtedness evidenced by the Redemption Note is and shall be subordinated in right ofpayment, to the extent and in the manner provided in the Redemption Note, to the prior payment in full of all existing and future obligations of Wynn Resortsor any of its affiliates in respect of indebtedness for borrowed money of any kind or nature.The Company provided the Freeh Report to appropriate regulators and law enforcement agencies and has been cooperating with related investigations thatsuch regulators and agencies have undertaken. The conduct of the Okada Parties and any resulting regulatory investigations could have adverse consequencesto the Company and its subsidiaries. A finding by regulatory authorities that Mr. Okada violated anti-corruption statutes and/or other laws or regulationsapplicable to persons affiliated with a gaming licensee on Company property and/or otherwise involved the Company in criminal or civil violations couldresult in actions by regulatory authorities against the Company and its subsidiaries.Redemption Action and CounterclaimOn February 19, 2012, Wynn Resorts filed a complaint in the Eighth Judicial District Court, Clark County, Nevada against the Okada Parties (asamended, the “Complaint”), alleging breaches of fiduciary duty and related claims (the “Redemption Action”) arising from the activities addressed in the FreehReport. The Company is seeking compensatory and special damages as well as a declaration that it acted lawfully and in full compliance with its articles ofincorporation, bylaws and other governing documents in redeeming and cancelling the shares of Aruze, USA, Inc.On March 12, 2012, the Okada Parties removed the action to the United States District Court for the District of Nevada (the action was subsequentlyremanded to Nevada state court). On that same date, the Okada Parties filed an answer denying the claims and a counterclaim (as amended, the“Counterclaim”) that purports to assert claims against the Company, each of the members of the Company’s Board of Directors (other than Mr. Okada) andWynn Resorts’ General Counsel (the “Wynn Parties”). The Counterclaim alleges, among other things: (1) that the shares of Wynn Resorts common stockowned by Aruze USA, Inc. were exempt from the redemption-for-unsuitability provisions in the Wynn Resorts articles of incorporation (the “Articles”)pursuant to certain agreements executed in 2002; (2) that the Wynn Resorts directors who authorized the redemption of Aruze USA, Inc.’s shares acted at thedirection of Stephen A. Wynn and did not independently and objectively evaluate the Okada Parties’ suitability, and by so doing, breached their fiduciaryduties; (3) that the Wynn Resorts directors violated the terms of the Wynn Resorts Articles by failing to pay Aruze USA, Inc. fair value for the redeemedshares; and (4) that the terms of the Redemption Note that Aruze USA, Inc. received in exchange for the redeemed shares, including the Redemption Note’sprincipal amount, duration, interest rate, and 119Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) subordinated status, were unconscionable. Among other relief, the Counterclaim seeks a declaration that the redemption of Aruze USA, Inc.’s shares wasvoid, an injunction restoring Aruze USA, Inc.’s share ownership, damages in an unspecified amount and rescission of the Amended and RestatedStockholders Agreement, dated as of January 6, 2010, by and among Aruze USA, Inc., Stephen A. Wynn, and Elaine Wynn (the “Stockholders Agreement”).On June 19, 2012, Elaine Wynn responded to the Counterclaim and asserted a cross claim against Steve Wynn and Kazuo Okada seeking a declarationthat (1) any and all of Elaine Wynn’s duties under the Stockholders Agreement be discharged; (2) the Stockholders Agreement is subject to rescission and isrescinded; (3) the Stockholders Agreement is an unreasonable restraint on alienation in violation of public policy; and/or (4) the restrictions on sale of sharesshall be construed as inapplicable to Elaine Wynn. Mr. Wynn filed his answer to Elaine Wynn’s cross claim on September 24, 2012. The Indentures for theIssuers provide that if Stephen A. Wynn, together with certain related parties, in the aggregate beneficially owns a lesser percentage of the outstanding commonstock of the Company than are beneficially owned by any other person, a change of control will have occurred. If Elaine Wynn prevails in her cross claim,Stephen A. Wynn would not beneficially own or control Elaine Wynn’s shares and a change in control may result under the Wynn Las Vegas debt documents.Under the 2020 Indentures, the occurrence of a change of control requires that the Company make an offer to each holder to repurchase all or any part of suchholder’s notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest on the notes purchased, if any, tothe date of repurchase (unless the notes have been previously called for redemption). Under the 2023 Indenture, if a change of control occurs and within 60days after that occurrence the 4 1/4% Senior Notes due 2023 are rated below investment grade by both rating agencies that rate such notes, the Company isrequired to make an offer to each holder to repurchase all or any part of such holder’s notes at a purchase price equal to 101% of the aggregate principalamount thereof plus accrued and unpaid interest on the notes purchased, if any, to the date of repurchase (unless the notes have been previously called forredemption). Mr. Wynn is opposing Ms. Wynn’s cross claim.The Company’s Complaint and the Okada Parties’ Counterclaim have been, and continue to be, challenged through motion practice. At a hearing heldon November 13, 2012, the Nevada state court granted the Wynn Parties’ motion to dismiss the Counterclaim with respect to the Okada Parties’ claim underthe Nevada Racketeer Influenced and Corrupt Organizations Act with respect to certain Company executives but otherwise denied the motion. At a hearing heldon January 15, 2013, the court denied the Okada Parties’ motion to dismiss the Company’s Complaint. On April 22, 2013, the Company filed a secondamended complaint. On August 30, 2013, the Okada Parties filed their third amended Counterclaim. On September 18, 2013, the Company filed a PartialMotion to Dismiss related to a claim in the third amended Counterclaim alleging civil extortion by Mr. Wynn and the Company’s General Counsel. OnOctober 29, 2013, the court granted the motion and dismissed the claim. On November 26, 2013, the Okada Parties filed their fourth amended Counterclaim,and the Company filed an answer to that pleading on December 16, 2013. The parties had been engaged in discovery at the time the court entered the Stay(defined and discussed below). Therefore, although the court previously set a timetable for all discovery, pre-trial and trial deadlines, with a five-week jurytrial scheduled to commence in April 2014, this schedule will necessarily change due to the Stay.On February 13, 2013, the Okada Parties filed a motion in the Nevada state court asking the court to establish an escrow account (specifically, theyasked the court to establish a “disputed ownership fund,” as defined in a federal tax regulation (“DOF”) to hold the Redemption Note as well as the redeemedshares themselves (although those shares were previously cancelled in February 2012), until the resolution of the Redemption Action and Counterclaim. TheOkada Parties subsequently filed reply papers in further support of their motion, in which they narrowed the relief they were seeking, specifically bywithdrawing their request that 120Table of Contentsthe redeemed shares be placed into the escrow account. On April 17, 2013, the court entered an order granting the Okada Parties’ motion in part as to thenarrowed relief outlined in their reply papers. Among other things, the court’s order directed the Okada Parties to establish an escrow account with a thirdparty (without making any ruling as to whether such an account would satisfy the requirements of a DOF) to hold interest payments tendered by the Companyon the Redemption Note. Per the court’s order, the Company is to have no responsibility for fees or costs of the account, and will receive a full release andindemnity related to the account. On February 14, 2013 and February 13, 2014, the Company issued checks to Aruze USA, Inc. in the amounts of $38.7million, representing the interest payments due on the Redemption Note at those times. However, as of the date of this report, the checks remain uncashed. Theparties engaged in discussions regarding the terms of the escrow agreement contemplated by the court’s order. However, the Okada Parties recently advised oftheir intent to deposit any checks for interest and principal, past and future, due under the terms of the Redemption Note to the Clerk of the Court for depositinto the Clerk’s Trust Account.On April 8, 2013, the United States Attorney’s Office and the U.S. Department of Justice filed a Motion to Intervene and for Temporary and Partial Stayof Discovery in the Redemption Action. The motion stated that the federal government has been conducting a criminal investigation of the Okada Partiesinvolving the “same underlying allegations of misconduct—that is, potential violations of the Foreign Corrupt Practice Act and related fraudulent conduct—that form the basis of” the Company’s complaint, as amended, in the Redemption Action. The motion sought to stay all discovery in the Redemption Actionrelated to the Okada Parties’ allegedly unlawful activities in connection with their casino project in the Philippines until the conclusion of the criminalinvestigation and any resulting criminal prosecution, with an interim status update to the court in six months. At a hearing on May 2, 2013, the court grantedthe motion and ordered that all discovery in the Redemption Action be stayed for a period of six months (the “Stay”). On May 30, 2013, Elaine Wynn filed amotion for partial relief from the Stay, to allow her to conduct limited discovery related to her cross and counterclaims. The Wynn Parties opposed the motionso as to not interfere with the United States government’s investigation. At a hearing on August 1, 2013, the court denied the motion. On October 29, 2013, theUnited States Attorney’s Office and the U.S. Department of Justice filed a Motion to Extend the Stay for a period of six months, expiring May 2, 2014. At ahearing on October 31, 2013, the court granted the requested extension based upon an affidavit provided under seal that outlined, among other things, concernsfor witness safety. The court did, however, order the parties to exchange written discovery propounded prior to May 2, 2013, including discovery related to theElaine Wynn cross and counterclaims referred to above.Subject to the Stay, the Company will continue to vigorously pursue its claims against the Okada Parties, and the Company and the Wynn Parties willcontinue to vigorously defend against the counterclaims asserted against them. The Company’s claims and the Okada Parties’ counterclaims remain in anearly stage and management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this matteror the range of reasonably possible loss, if any. An adverse judgment or settlement involving payment of a material amount could cause a material adverseeffect on our financial condition.Litigation Commenced by Kazuo OkadaJapan Action:On August 28, 2012, Mr. Okada, Universal Entertainment Corporation and Okada Holdings (“Okada Japan Parties”) filed a complaint in TokyoDistrict Court against the Company, all members of the Board of Directors (other than Mr. Okada) and the Company’s General Counsel (the “Wynn Parties”),alleging that the press release issued by the Company with respect to the redemption has damaged plaintiffs’ social evaluation and credibility. The OkadaJapan Parties seek damages and legal fees from the Wynn Parties. After asking the Okada Japan Parties to clarify the allegations in their complaint, the WynnParties objected to the jurisdiction of the Japanese 121Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) court. On April 30, 2013, the Wynn Parties filed a memorandum in support of their jurisdictional position. On October 21, 2013, the court dismissed theaction on jurisdictional grounds. On November 1, 2013, the Okada Japan Parties filed an appeal moving the matter to the Tokyo High Court. An informalhearing on the matter has been scheduled for February 27, 2014.Indemnification Action:On March 20, 2013, Mr. Okada filed a complaint against the Company in Nevada state court for indemnification under the Company’s Articles,bylaws and agreements with its directors. The complaint seeks advancement of Mr. Okada’s costs and expenses (including attorney’s fees) incurred pursuantto the various legal proceedings and related regulatory investigations described above. The Company believes there is no basis for the relief requested in thecomplaint and intends to vigorously defend against this matter. The Company’s answer and counterclaim was filed on April 15, 2013. The counterclaimnames each of the Okada Parties as defendants and seeks indemnification under the Company’s Articles for costs and expenses (including attorney’s fees)incurred pursuant to the various legal proceedings and related regulatory investigations described above. On April 30, 2013, Mr. Okada filed his reply to thecounterclaim.On June 14, 2013, Mr. Okada filed a motion for partial summary judgment that he was entitled to advancement of his expenses incurred in the variousproceedings and investigations. Mr. Okada also filed a special motion to dismiss, arguing that the Company’s counterclaims seek to infringe uponMr. Okada’s right to petition the court, and constitute a strategic lawsuit against public policy. The Company’s counterclaims seek only to enforce WynnResorts’ contractual right to indemnity under Article VII, Section 4 of the Company’s Articles. At a hearing on August 1, 2013, the court denied both motionsand provided for limited discovery (i.e., discovery that does not implicate any of the issues subject to the Stay entered in the Redemption Action). OnAugust 2, 2013, the court stayed discovery in the indemnification action related to the government investigations (consistent with the Stay in the RedemptionAction), and ordered that all other discovery be conducted within ninety (90) days.On August 22, 2013, the Company noticed Mr. Okada’s deposition for September 16, 2013. Mr. Okada filed a motion for protective order seeking tovacate his deposition, arguing that he did not have any information relevant to his claims for advancement of fees and/or indemnity that he asserted against theCompany. On October 18, 2013, after a full briefing by the parties, the court denied Mr. Okada’s motion and entered an order stating that Mr. Okada’sdeposition testimony is relevant to the claims he asserted against the Company, that Mr. Okada may not designate someone else to testify on his behalf, andthat the Company may sequence discovery in the action as it chooses. On February 4, 2014, the court entered an order on the parties’ stipulation that: (1)dismissed Okada’s claims asserted against the Company in that action (i.e., all Okada’s claims that relate to advancement); (2) reserved Okada’s right toassert, in the future, any claims for indemnity following the resolution of the Redemption Action; and (3) stayed the claims asserted by the Company againstOkada in that action pending the resolution of the Redemption Action.Management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of these actions or therange of reasonably possible loss, if any.Related Investigations and Derivative LitigationInvestigations:In the U.S. Department of Justice’s Motion to Intervene and for Temporary and Partial Stay of Discovery in the Redemption Action, the Department ofJustice states in a footnote that the government also has been 122Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) conducting a criminal investigation into the Company’s donation to the University of Macau discussed above. The Company has not received any target letteror subpoena in connection with such an investigation. The Company intends to cooperate fully with the government in response to any inquiry related to thedonation to the University of Macau.Other regulators may pursue separate investigations into the Company’s compliance with applicable laws arising from the allegations in the mattersdescribed above and in response to the Counterclaim and other litigation filed by Mr. Okada suggesting improprieties in connection with the Company’sdonation to the University of Macau. While the Company believes that it is in full compliance with all applicable laws, any such investigations could result inactions by regulators against the Company.Derivative Claims:Six derivative actions were commenced against the Company and all members of its Board of Directors: four in the United States District Court,District of Nevada, and two in the Eighth Judicial District Court of Clark County, Nevada.The four federal actions brought by the following plaintiffs have been consolidated: (1) The Louisiana Municipal Police Employees’ Retirement System,(2) Maryanne Solak, (3) Excavators Union Local 731 Welfare Fund, and (4) Boilermakers Lodge No. 154 Retirement Fund (collectively, the “FederalPlaintiffs”).The Federal Plaintiffs filed a consolidated complaint on August 6, 2012, asserting claims for: (1) breach of fiduciary duty; (2) waste of corporateassets; (3) injunctive relief; and (4) unjust enrichment. The claims are against the Company and all Company directors, including Mr. Okada, however, theplaintiffs voluntarily dismissed Mr. Okada as a defendant in this consolidated action on September 27, 2012. The Federal Plaintiffs claim that the individualdefendants breached their fiduciary duties and wasted assets by: (a) failing to ensure the Company’s officers and directors complied with federal and statelaws and the Company’s Code of Conduct; (b) voting to allow the Company’s subsidiary to make the donation to the University of Macau; and (c) redeemingAruze USA, Inc.’s stock such that the Company incurs the debt associated with the redemption. The Federal Plaintiffs seek unspecified compensatorydamages, restitution in the form of disgorgement, reformation of corporate governance procedures, an injunction against all future payments related to thedonation/pledge, and all fees (attorneys, accountants, and experts) and costs. The directors responded to the consolidated complaint by filing a motion todismiss on September 14, 2012. On February 1, 2013, the federal court dismissed the complaint for failure to plead adequately the futility of a pre-suitdemand on the Board. The dismissal was without prejudice to the Federal Plaintiffs’ ability to file a motion within 30 days seeking leave to file an amendedcomplaint. On April 9, 2013, the Federal Plaintiffs filed their amended complaint. The Company and the directors filed their motion to dismiss the amendedcomplaint on May 23, 2013. The Federal Plaintiffs filed their opposition on July 8, 2013, and the Company and directors filed their reply on August 8, 2013.The court has not yet ruled on this motion.The two state court actions brought by the following plaintiffs have also been consolidated: (1) IBEW Local 98 Pension Fund and (2) Danny Hinson(collectively, the “State Plaintiffs”). Through a coordination of efforts by all parties, the directors and the Company (a nominal defendant) have been served inall of the actions. The State Plaintiffs filed a consolidated complaint on July 20, 2012 asserting claims for (1) breach of fiduciary duty; (2) abuse of control;(3) gross mismanagement; and (4) unjust enrichment. The claims are against the Company and all Company directors, including Mr. Okada, as well as theCompany’s Chief Financial Officer, who signs financial disclosures filed with the SEC. The State Plaintiffs claim that the individual defendants failed todisclose to the Company’s stockholders the investigation into, and the dispute with director Okada as well as the 123Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) alleged potential violations of the FCPA related to, the University of Macau Development Foundation donation. The State Plaintiffs seek unspecified monetarydamages (compensatory and punitive), disgorgement, reformation of corporate governance procedures, an order directing the Company to internally investigatethe donation, as well as attorneys’ fees and costs. On October 13, 2012, the court entered the parties’ stipulation providing for a stay of the state derivativeaction for 90 days, subject to the parties’ obligation to monitor the progress of the pending litigation, discussed above, between Wynn Resorts (among others)and Mr. Okada (among others). Per the stipulation, Wynn Resorts and the individual defendants were not required to respond to the consolidated complaintwhile the stay remained in effect. Following the expiration of the stay, the State Plaintiffs advised the Company and the individual defendants that theyintended to resume the action by filing an amended complaint, which they did, on April 26, 2013. The Company and directors filed their motion to dismisson June 10, 2013. However, on July 31, 2013, the parties agreed to a stipulation that was submitted to, and approved by the court. The stipulationcontemplates a stay of the consolidated state court derivative action of equal duration as the Stay entered by the court in the Redemption Action. On February5, 2014, the court entered a new stipulation between the parties that provides for a further stay of the state derivative action and directs the parties, within 30days of the conclusion of the stay in the Redemption Action, to discuss how the state derivative action should proceed and to file a joint report with the court.The individual defendants are vigorously defending against the claims pleaded against them in these derivative actions. We are unable to predict theoutcome of these litigations at this time. Management has determined that based on proceedings to date, it is currently unable to determine the probability of theoutcome of these actions or the range of reasonably possible loss, if any.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, 2013 2012 Assets Macau Operations $3,918,163 $3,004,658 Las Vegas Operations 3,576,649 3,669,881 Corporate and other 882,218 602,055 $8,377,030 $7,276,594 Years ended December 31, 2013 2012 Capital expenditures Macau Operations $442,274 $189,384 Las Vegas Operations 63,872 41,552 Corporate and other 640 10,049 $506,786 $240,985 124Table 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, 2013, 2012 and 2011 consisted of the following (amounts inthousands): Years Ended December 31, 2013 2012 2011 Net revenues Macau Operations $4,040,526 $3,667,454 $3,789,073 Las Vegas Operations 1,580,410 1,486,830 1,480,719 Total $5,620,936 $5,154,284 $5,269,792 Adjusted Property EBITDA(1) Macau Operations $1,324,119 $1,167,340 $1,196,232 Las Vegas Operations 486,682 408,472 439,036 Total 1,810,801 1,575,812 1,635,268 Other operating costs and expenses Pre-opening costs 3,169 466 — Depreciation and amortization 371,051 373,199 398,039 Property charges and other 17,138 39,978 130,649 Corporate expenses and other 128,267 131,807 96,868 Equity in income from unconsolidated affiliates 1,085 1,086 1,472 Total other operating costs and expenses 520,710 546,536 627,028 Operating income 1,290,091 1,029,276 1,008,240 Other non-operating costs and expenses Interest income 15,713 12,543 7,654 Interest expense, net of amounts capitalized (299,022) (288,759) (229,918) Increase in swap fair value 14,235 991 14,151 Loss from extinguishment of debt (40,435) (25,151) — Equity in income from unconsolidated affiliates 1,085 1,086 1,472 Other 4,856 3,012 3,968 Total other non-operating costs and expenses (303,568) (296,278) (202,673) Income before income taxes 986,523 732,998 805,567 Benefit (provision) for income taxes 17,634 (4,299) 19,546 Net income $1,004,157 $728,699 $825,113 (1)“Adjusted Property EBITDA” is earnings before interest, taxes, depreciation, amortization, pre-opening costs, property charges and other, corporateexpenses, intercompany golf course and water rights leases, stock-based compensation, and other non-operating income and expenses and includesequity in income from unconsolidated affiliates. Adjusted Property EBITDA is presented exclusively as a supplemental disclosure because managementbelieves that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted PropertyEBITDA as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of itscompetitors. The Company also presents Adjusted Property EBITDA because it is used by some 125Table of ContentsWYNN RESORTS, LIMITED AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) investors as a way to measure a company’s ability to incur and service debt, make capital expenditures and meet working capital requirements. Gamingcompanies have historically reported EBITDA as a supplement to financial measures in accordance 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, havehistorically excluded from their EBITDA calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation, whichdo not relate to the management of specific casino properties. However, Adjusted Property EBITDA should not be considered as an alternative tooperating income as an indicator of the Company’s performance, as an alternative to cash flows from operating activities as a measure of liquidity, or asan alternative to any other measure determined in accordance with GAAP. Unlike net income, Adjusted Property EBITDA does not include depreciationor interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. The Company has significant uses of cashflows, including capital expenditures, interest payments, debt principal repayments, taxes and other non-recurring charges, which are not reflected inAdjusted Property EBITDA. Also, Wynn Resorts’ calculation of Adjusted Property EBITDA may be different from the calculation methods used byother 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 2013 and 2012, as previouslyreported. Because income per share amounts are calculated using the weighted average number of common and dilutive common equivalent shares outstandingduring 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, 2013 First Second Third Fourth Year Net revenues $1,378,654 $1,332,273 $1,390,112 $1,519,897 $5,620,936 Operating income 333,648 274,024 313,978 368,441 1,290,091 Net income 272,144 192,716 248,811 290,486 1,004,157 Net income attributable to Wynn Resorts, Limited 202,963 129,785 182,020 213,884 728,652 Basic income per share $2.02 $1.29 $1.81 $2.12 $7.25 Diluted income per share $2.00 $1.28 $1.79 $2.10 $7.17 Year Ended December 31, 2012 First Second Third Fourth Year Net revenues $1,313,498 $1,253,207 $1,298,495 $1,289,084 $5,154,284 Operating income 260,099 264,123 247,092 257,962 1,029,276 Net income 198,409 199,293 165,171 165,826 728,699 Net income attributable to Wynn Resorts, Limited 140,564 138,064 112,035 111,373 502,036 Basic income per share $1.25 $1.38 $1.12 $1.11 $4.87 Diluted income per share $1.23 $1.37 $1.11 $1.10 $4.82 19. Subsequent EventOn January 30, 2014, the Company announced a cash dividend of $1.25 per share, payable on February 27, 2014 to stockholders of record as ofFebruary 13, 2014. 126Table 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 andChief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and15d-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, 2013, 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 andmaintaining adequate 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, 2013. In making this assessment,management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (“COSO”) in InternalControl-Integrated Framework.Based on our assessment, management believes that, as of December 31, 2013, 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 74.(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 127Table 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 2013 Annual Stockholder Meeting to be filedwith the Securities and Exchange Commission within 120 days after December 31, 2013 (the “2014 Proxy Statement”) under the captions “Election ofDirectors”, “Named Executive Officers”, “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and is incorporatedherein 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. In the event we determineto amend or waive certain provisions of this code of ethics, we intend to disclose such amendments or waivers on our website at http://www.wynnresorts.comunder the heading “Corporate Governance” within four business days following such amendment or waiver or as otherwise required by the NASDAQ listingstandards. ITEM 11.EXECUTIVE COMPENSATIONThe information required by this item will be contained in the 2014 Proxy Statement under the captions “Director Compensation”, “CompensationDiscussion and Analysis” and “Executive Compensation Tables,” 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 Item8—“Financial Statements and Supplementary Data” of Part II (see Notes to Consolidated Financial Statements). Plan Category Number ofSecurities tobe IssuedUponExercise ofOutstandingOptions,Warrantsand Rights(a) Weighted-AverageExercisePrice ofOutstandingOptions,Warrantsand Rights(b) Number ofSecuritiesRemainingAvailable forFutureIssuanceUnder EquityCompensationPlans(excludingsecuritiesreflected incolumn (a))(c) Equity compensation plans approved by security holders 1,606,309 $75.89 4,438,524 Equity compensation plans not approved by security holders — — — Total 1,606,309 $75.89 4,438,524 Certain information required by this item will be contained in the 2014 Proxy Statement under the caption “Security Ownership of Certain BeneficialOwners and Management,” and is incorporated herein by reference. 128Table of ContentsITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEThe information required by this item will be contained in the 2014 Proxy Statement under the caption “Certain Relationships and Related Transactions,and “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 2014 Proxy Statement under the caption “Ratification of Appointment of IndependentPublic Accountants,” and is incorporated herein by reference. 129Table 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, 2013 and 2012 • Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011 • Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012, and 2011 • Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013, 2012 and 2011 • Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 • 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. 130Table of ContentsSCHEDULE 1—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANTWYNN RESORTS, LIMITED(Parent Company Only)CONDENSED BALANCE SHEETS(amounts in thousands, except share data) December 31, 2013 2012 ASSETS Current assets: Cash and cash equivalents $299,716 $179,939 Investment securities 169,496 89,155 Receivables 1,804 1,328 Prepaid expenses 3,165 2,698 Total current assets 474,181 273,120 Property and equipment, net 11,314 11,737 Investment securities 79,989 36,484 Other assets 33,787 33,682 Due from subsidiaries 298,410 232,400 Investment in subsidiaries 1,269,696 1,586,186 Total assets $2,167,377 $2,173,609 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $334 $171 Accrued compensation and benefits 1,326 1,796 Interest payable 33,636 33,650 Other accrued liabilities 4,865 3,750 Deferred income taxes, net 4,034 3,178 Total current liabilities 44,195 42,545 Long-term debt 1,936,443 1,936,443 Other long-term liabilities 10,770 16,051 Uncertain tax position liability 29,275 29,139 Deferred income taxes, net 14,343 45,499 Total liabilities 2,035,026 2,069,677 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; 114,170,493 and 113,730,442 shares issued;and, 101,192,408 and 100,866,712 shares outstanding 1,142 1,137 Treasury stock, at cost; 12,978,085 and 12,863,730 shares (1,143,419) (1,127,947) Additional paid-in capital 888,727 818,821 Accumulated other comprehensive income 2,913 4,177 Retained earnings 66,130 44,775 Total Wynn Resorts, Limited stockholders’ deficit (184,507) (259,037) Noncontrolling interest 316,858 362,969 Total equity 132,351 103,932 Total liabilities and stockholders’ equity $2,167,377 $2,173,609 The accompanying notes are an integral part of these condensed financial statements. 131Table of ContentsWYNN RESORTS, LIMITED(Parent Company Only)CONDENSED STATEMENTS OF INCOME(amounts in thousands, except per share data) Years Ended December 31, 2013 2012 2011 Operating revenues: Wynn Las Vegas management fees $23,721 $22,318 $22,229 Wynn Macau royalty fees 160,923 147,101 152,463 Net revenues 184,644 169,419 174,692 Operating costs and expenses: General and administrative 45,285 70,602 30,421 Depreciation and amortization 423 421 421 Property charges and other — 33 — Total operating costs and expenses 45,708 71,056 30,842 Operating income 138,936 98,363 143,850 Other income (expense): Interest and other income 1,486 1,116 865 Interest expense (38,715) (33,650) — Equity in income of subsidiaries 882,760 665,127 669,589 Other income (expense), net 845,531 632,593 670,454 Income before income taxes 984,467 730,956 814,304 Benefit (provision) for income taxes 19,690 (2,257) 10,809 Net income 1,004,157 728,699 825,113 Less: Net income attributable to noncontrolling interests. (275,505) (226,663) (211,742) Net income attributable to Wynn Resorts, Limited $728,652 $502,036 $613,371 Basic and diluted earnings per common share: Net income: Basic $7.25 $4.87 $4.94 Diluted $7.17 $4.82 $4.88 Weighted average common shares outstanding: Basic 100,540 103,092 124,039 Diluted 101,641 104,249 125,667 The accompanying notes are an integral part of these condensed financial statements. 132Table of ContentsWYNN RESORTS, LIMITED(Parent Company Only)CONDENSED STATEMENTS OF CASH FLOWS(amounts in thousands) Years Ended December 31, 2013 2012 2011 Cash flows from operating activities: Net income $1,004,157 $728,699 $825,113 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 423 421 421 Deferred income taxes (19,826) (3,655) (10,809) Stock-based compensation 26,964 11,894 10,663 Amortization of discount on investment securities and other 3,338 3,762 — Dividends received from subsidiary 840,914 700,025 578,240 Equity in income of subsidiaries (882,760) (665,127) (669,589) Increase (decrease) in cash from changes in: Receivables (476) 823 (1,610) Prepaid expenses (467) (1,695) (9) Accounts payable, accrued expenses and other 1,515 38,337 5,168 Due from affiliates (23,721) (22,318) (22,065) Net cash provided by operating activities 950,061 791,166 715,523 Cash flows from investing activities: Purchase of investment securities (222,856) (183,484) (249,374) Proceeds from sales or maturities of investment securities 95,771 202,406 101,017 Purchase of other assets (105) (33,682) — Due to (from) subsidiaries 4,623 (34,132) (55,673) Net cash used in investing activities (122,567) (48,892) (204,030) Cash flows from financing activities: Cash distributions (712,681) (955,493) (811,798) Exercise of stock options 20,436 15,583 23,859 Repurchase of common stock (15,472) (911) (7,629) Net cash used in financing activities (707,717) (940,821) (795,568) Cash and cash equivalents: Increase (decrease) in cash and cash equivalents 119,777 (198,547) (284,075) Balance, beginning of year 179,939 378,486 662,561 Balance, end of year $299,716 $179,939 $378,486 The accompanying notes are an integral part of these condensed financial statements. 133Table 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 (a wholly owned indirect subsidiary of the Company) and Wynn Macau debt instruments significantlyrestrict certain of the Company’s key subsidiaries holding a majority of the consolidated group’s total assets, including Wynn Las Vegas, LLC, from makingdividends or distributions to the Company, subject to certain exceptions for affiliated overhead expenses as defined in the agreements governing Wynn LasVegas, LLC’s debt instruments, unless certain financial and non-financial criteria have been satisfied. In addition, the terms of the loan agreement of WynnResorts (Macau) S.A. contain similar restrictions. The Company received cash dividends of $840.9 million, $700 million and $578.3 million from itssubsidiaries during the years ended December 31, 2013, 2012 and 2011, respectively. 134Table of ContentsSCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS(In thousands) Description Balance atBeginning ofYear ProvisionsforDoubtfulAccounts Write-offs,Net ofRecoveries Balance atEnd of Year Allowance for doubtful accounts: 2013 $102,213 11,877 (40,099) $73,991 2012 $91,854 18,091 (7,732) $102,213 2011 $77,452 33,778 (19,376) $91,854 Description Balance atBeginning ofYear Additions Deductions Balance atEnd of Year Deferred income tax asset valuation allowance: 2013 $1,831,545 773,509 (18,029) $2,587,025 2012 $1,812,482 29,132 (10,069) $1,831,545 2011 $1,285,916 533,474 (6,908) $1,812,482 135Table 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 Sixth Amended and Restated Bylaws of the Registrant, as amended.(41) 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 thereinand U.S. Bank National Association, as trustee.(20) 4.3 Indenture, dated as of April 28, 2010, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors set forththerein and U.S. Bank National Association, as trustee.(24) 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.(26) 4.5 Indenture, dated as of March 12, 2012, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors set forththerein and U.S. Bank National Association, as trustee.(35) 4.6 Third Supplemental Indenture, dated August 4, 2010, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantorsname therein and U.S. Bank National Association, as trustee.(26) 4.7 Indenture, dated May 22, 2013, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and theU.S. Bank National Association.(44) 4.8 Supplemental Indenture, dated May 22, 2013, among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors namedtherein and the U.S. Bank National Association.(44)*10.1.1.0 Employment Agreement, dated as of October 4, 2002, by and between Wynn Resorts, Limited and Stephen A. Wynn.(1)*10.1.1.1 First Amendment to Employment Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts,Limited.(4)*10.1.1.2 Second Amendment to employment agreement between Wynn Resorts, Limited and Stephen A. Wynn dated January 31, 2007.(14)*10.1.1.3 Third Amendment to Employment Agreement, dated as of September 11, 2008, between Wynn Resorts, Limited and Stephen A.Wynn.(15)*10.1.1.4 Fourth Amendment to Employment Agreement dated as of December 31, 2008, between Wynn Resorts, Limited and Stephen A. Wynn.(17)*10.1.1.5 Amendment to Employment Agreement, dated as of February 16, 2009, by and between Wynn Resorts, Limited and Stephen A.Wynn.(18)*10.1.1.6 Sixth Amendment to Employment Agreement dated as of February 24, 2011, between Wynn Resorts, Limited and Stephen A. Wynn.(30)*10.1.2.0 Employment Agreement, dated as of March 4, 2008, by and between Wynn Resorts, Limited and Marc D. Schorr.(9)*10.1.2.1 First Amendment to Employment Agreement dated as of December 31, 2008, between Wynn Resorts, Limited and Marc D. Schorr.(17) 136Table of Contents*10.1.2.2 Amendment to Employment Agreement, dated as of February 12, 2009, by and between Wynn Resorts, Limited and Marc D. Schorr.(18)*10.1.2.3 Second Amendment to Employment Agreement dated as of February 27, 2013, between Wynn Resorts, Limited and Marc D. Schorr.(42)*10.1.2.4 Resignation and Release Agreement, dated March 27, 2013 between Wynn Resorts, Limited, as the Company and Marc D. Schorr, asEmployee.(43)*10.1.3.0 Employment Agreement, dated as of October 1, 2005, by and between Wynn Las Vegas, LLC and Matt Maddox.(17)*10.1.3.1 First Amendment to Employment Agreement, dated as of May 5, 2008, by and between Wynn Resorts, Limited and Matt Maddox.(16)*10.1.3.2 Second Amendment to Employment Agreement dated as of December 31, 2008, between Wynn Resorts, Limited and Matt Maddox.(17)*10.1.3.3 Amendment to Employment Agreement, dated as of February 13, 2009, by and between Wynn Resorts, Limited and Matt Maddox.(18)*10.1.3.4 Fourth Amendment to Employment Agreement, dated as of March 5, 2009, by and between Wynn Resorts, Limited and Matt Maddox.(19)*10.1.3.5 Fifth Amendment to Employment Agreement, dated as of February 2, 2010, by and between Wynn Resorts, Limited and Matt Maddox.(22)*10.1.3.6 Employment Agreement, dated November 18, 2013, by and between Wynn Resorts Limited and Matt Maddox.(46)*10.1.4.0 Employment agreement, dated May 12, 2010, by and between Worldwide Wynn, LLC and Linda C. Chen.(25)*10.1.4.1 Retention agreement, dated July 27, 2011, by and between Worldwide Wynn, LLC and Linda Chen.(31)*10.1.4.2 First Amendment to Employment Agreement, dated as of November 2, 2012, by and between Worldwide Wynn, LLC and Linda Chen.(40)*10.1.5.0 Employment Agreement, dated as of April 24, 2007, by and between Wynn Resorts, Limited and Kim Sinatra.(29)*10.1.5.1 First Amendment to Employment Agreement, dated as of December 31, 2008 by and between Wynn Resorts, Limited and Kim Sinatra.(29)*10.1.5.2 Amendment to Employment Agreement, dated as of February 12, 2009, by and between Wynn Resorts, Limited and Kim Sinatra.(29)*10.1.5.3 Second Amendment to Employment Agreement, dated as of November 30, 2009, by and between Wynn Resorts, Limited and KimSinatra.(29)*10.1.6.0 John Strzemp Employment Agreement, dated August 31, 2005 by and betweenWynn Resorts, Limited and John Strzemp.(46)*10.1.6.1 First Amendment to Employment Agreement, dated as of March 26, 2008 by and between Wynn Resorts, Limited and John Strzemp.(46)*10.1.6.2 Second Amendment to Employment Agreement, dated as of December 31, 2008 by and between Wynn Resorts, Limited and JohnStrzemp.(46)*10.1.6.3 Amendment to Employment Agreement, dated as of February 12, 2009 by and between Wynn Resorts, Limited and John Strzemp.(46) 137Table of Contents*10.1.6.4 Fourth Amendment to Employment Agreement, dated as of March 23, 2009 by and between Wynn Resorts, Limited and John Strzemp.(46)*10.1.6.5 Fifth Amendment to Employment Agreement, dated as of February 25, 2013 by and between Wynn Resorts, Limited and JohnStrzemp.(46)*10.1.6.6 Sixth Amendment to Employment Agreement, dated as of September 10, 2013 by and between Wynn Resorts, Limited and JohnStrzemp.(46)*10.2.1 2002 Stock Incentive Plan as Amended and Restated effective May 12, 2010.(32)*10.2.2 2002 Stock Incentive Plan as Amended and Restated effective May 17, 2011.(39)*10.2.3 Form of Stock Option Agreement pursuant to 2002 Stock Incentive Plan.(39)*10.2.4 Form of Stock Option Grant Notice.(39)*10.2.5 Form of Restricted Stock Agreement pursuant to 2002 Stock Incentive Plan.(39) 10.3.1.0 Amended and Restated Stockholder Agreement, dated January 6, 2010, by and among Stephen A. Wynn, Elaine P. Wynn and AruzeUSA, Inc.(21) 10.3.1.1 Waiver and Consent, dated November 24, 2010, by and among Aruze USA, Inc., Stephen A. Wynn and Elaine P. Wynn.(27) 10.3.1.2 Waiver and Consent, dated December 15, 2010, by and among Aruze USA, Inc., Stephen A. Wynn and Elaine P. Wynn.(28) 10.3.2 Amended and Restated Shareholders Agreement, dated as of September 16, 2004 by and among Wynn Resorts (Macau), Ltd., Wong ChiSeng and Wynn Resorts (Macau), S.A.(4) 10.4.1.1 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 Portugueseversion of Concession Agreement).(2) 10.4.1.2 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) 10.4.1.3 Unofficial English translation of Land Concession Contract between the Macau Special Administrative Region and Wynn Resorts (Macau)S.A.(3) 10.4.1.4 Land Concession Contract, published on May 2, 2012, by and among Palo Real Estate Company Limited, Wynn Resorts (Macau) S.A.and the Macau Special Administration of the People’s Republic of China (translated to English from traditional Chinese andPortuguese).(37) 10.5.1.1 Surname Rights Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC.(4) 10.5.1.2 Rights of Publicity License, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC.(4) 10.5.1.3 Termination Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Valvino Lamore, LLC.(4) 10.5.1.4 Trademark Assignment, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC.(4) 10.5.2 Intellectual Property License Agreement dated as of December 14, 2004, by and among Wynn Resorts Holdings, Wynn Resorts, Limitedand Wynn Las Vegas, LLC.(7) 138Table of Contents10.6.1.0 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 FacilityAgent, Intercreditor Agent and Security Agent.(4)10.6.1.1 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)10.6.1.2 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.(10)10.6.1.3 Common Terms Agreement Third Amendment Agreement dated September 8, 2009 between, among others, Wynn Resorts (Macau), S.A. asthe company and Société Générale, Hong King Branch as security agent.(29)10.6.1.4 Common Terms Agreement Fourth Amendment Agreement, dated as of July 31, 2012 between, among others, Wynn Resorts (Macau), S.A.as the company and Bank of China Limited Macau Branch as security agent.(38)10.6.2.0 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)10.6.2.1 Hotel Facility Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. as Company,Societe Generale Asia Limited, as Hotel Facility Agent and Certain Financial Institutions as Hotel Facility Lenders.(8)10.6.2.2 Second Amendment Agreement to the Hotel Facility Agreement dated June 27, 2007 among Wynn Resorts (Macau), S.A., Societe GeneraleAsia Limited as Hotel Facility Agent, and certain financial institutions as Hotel Facility Lenders.(10)10.6.2.3 Third Amendment Agreement to the Hotel Facility Agreement dated July 31, 2012 among Wynn Resorts, (Macau), S.A., Bank of ChinaLimited Macau Branch, and certain financial institutions as Hotel Facility Lenders.(38)10.6.3.0 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)10.6.3.1 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)10.6.3.2 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.(10) 139Table of Contents10.6.4.0 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)10.6.4.1 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)10.6.4.2 Revolving Credit Facility Second Amendment Agreement dated June 27, 2007 among Wynn Resorts (Macau), S.A. and Societe Generale,Hong Kong Branch as Revolving Credit Facility Agent and certain financial institutions as revolving credit facility lenders.(10)10.6.4.3 Revolving Credit Facility Agreement dated July 31, 2012 among Wynn Resorts (Macau), S.A., Bank of China, Limited Macau Branch, andcertain financial institutions as Project Facility Lenders.(38)10.6.5.0 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 andHotel Facility Agent and Project Facility Agent and others.(4)10.6.5.1 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)10.6.6 Floating Charge (unofficial English Translation), dated September 14, 2004 between Wynn Resorts (Macau), S.A. and Societe Generale,Hong Kong Branch as the Security Agent.(4)10.6.7 Debenture, dated September 14, 2004 between Wynn Resorts (Macau), S.A. and Societe Generale, Hong Kong Branch as the SecurityAgent.(4)10.6.8.0 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)10.6.8.1 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)10.6.9 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)10.6.10 Bank Guarantee Reimbursement Agreement, dated September 14, 2004, between Wynn Resorts (Macau), S.A. and Banco NacionalUltramarino.(4)10.6.11 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)10.7.0 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 DisbursementAgent.(13) 140Table of Contents10.7.1 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.(11)10.7.2 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.(12)10.7.3 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.(20)10.7.4 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 DisbursementAgent.(24)10.7.5 Fifth Amendment to the Amended and Restated Master Disbursement Agreement, dated August 4, 2012, 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.(40)10.7.6 Sixth Amendment to Amended and Restated Master Disbursement Agreement, dated March 12, 2012, 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.(35)10.8.1 Amended and Restated Agreement of Lease made as of March 18, 2010, by and between Wynn Las Vegas an Stephen A. Wynn.(23)10.8.1.1 First Amendment to Amended and Restated Agreement of Lease, dated as of April 9, 2012, by and between Wynn Las Vegas, LLC andStephen A. Wynn.(36)10.8.1.2 2013 Amended and Restated Agreement of Lease, dated as of May 7, 2013, by and between Wynn Las Vegas, LLC and Stephen A.Wynn.(43)10.8.1.3 2013 Second Amended and Restated Agreement of Lease, dated as of November 7, 2013, by and between Wynn Las Vegas, LLC andStephen A. Wynn.(45)10.8.2.1 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.(33)10.8.2.2 Sixth Amended and Restated Art Rental and Licensing Agreement, dated as of July 1, 2012 between Stephen A. Wynn, as lessor, Wynn LasVegas, LLC, as lessee.(38)10.9.1.1 Acknowledgement and Agreement, dated as of September 1, 2004, among Wynn Las Vegas, LLC, Wells Fargo Bank, National Associationand the lenders named therein.(6)10.9.2.0 Aircraft Time Sharing Agreement dated as of November 25, 2002, by and between Las Vegas Jet, LLC and Stephen A. Wynn.(29)10.9.2.1 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.(29)10.9.2.2 Amendment No. 2 to Aircraft Time Sharing Agreement, entered into as of October 31, 2009, by and between Las Vegas Jet, LLC andStephen A. Wynn.(29)10.9.3.0 Aircraft Time Sharing Agreement dated as of November 26, 2002, by and between Las Vegas Jet, LLC and Marc Schorr.(29)10.9.3.1 Amendment No. 1 to Aircraft Time Sharing Agreement, entered into as of January 1, 2004, by and between Las Vegas Jet, LLC and MarcSchorr.(29) 141Table of Contents10.9.3.2 Amendment No. 2 to Aircraft Time Sharing Agreement, entered into as of October 31, 2009, by and between Las Vegas Jet, LLC and MarcSchorr.(29)10.9.4 Aircraft Purchase Option Agreement, dated January 3, 2013, between Wynn Resorts, Limited and Stephen A. Wynn.(40)10.10.1 Agreement, dated as of June 13, 2002, by and between Stephen A. Wynn and Wynn Resorts, Limited.(2)10.10.2 Tax Indemnification Agreement, effective as of September 24, 2002, by and among Stephen A. Wynn, Aruze USA, Inc., Baron Asset Fundon behalf of the Baron Asset Fund Series, Baron Asset Fund on behalf of the Baron Growth Fund Series, Kenneth R. Wynn Family Trustdated February 20, 1985, Valvino Lamore, LLC and Wynn Resorts, Limited.(1)10.10.3 Form of Indemnity Agreement.(5)10.10.4 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)10.10.5 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)10.10.6 Redemption Price Promissory Note, dated February 18, 2012, made by Wynn Resorts, Limited to Aruze USA, Inc.(34)10.10.7 Registration Rights Agreement, dated as of March 12, 2012, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp, WynnShow Performers, LLC, Wynn Golf, LLC, Las Vegas Jet, LLC, World Travel, LLC, Wynn Sunrise, LLC, Kevyn, LLC, Deutsche BankSecurities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC.(35)21.1 Subsidiaries of the Registrant.(46)23.1 Consent of Ernst & Young LLP.(46)31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(46)31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(46)32.1 Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350.(46)101 The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with theSEC on February 28, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income for theyears ended December 31, 2013, 2012 and 2011, (ii) the Consolidated Balance Sheets at December 31, 2013 and December 31 2012, (iii) theConsolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, (iv) the Consolidated Statements ofStockholders’ Equity at December 31, 2013, 2012 and 2011, (v) the Consolidated Statements of Comprehensive Income and (vi) Notes toConsolidated Financial Statements.(46) *Denotes management contract or compensatory plan or arrangement.(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). 142Table of Contents(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 March 4, 2008.(10)Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 9, 2007.(11)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 1, 2007.(12)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 13, 2007.(13)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on October 31, 2007.(14)Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2007.(15)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on September 15, 2008.(16)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on May 7, 2008.(17)Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2009.(18)Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 11, 2009.(19)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 9, 2009.(20)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on October 20, 2009.(21)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on January 6, 2010.(22)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on February 5, 2010.(23)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 19, 2010.(24)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on April 28, 2010.(25)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on May 18, 2010.(26)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on August 5, 2010.(27)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 26, 2010.(28)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on December 15, 2010.(29)Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.(30)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on February 28, 2011.(31)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on August 18, 2011.(32)Incorporated by reference from the Form S-8 Registration Statement filed by the Registrant on July 27, 2010.(33)Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2011.(34)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on February 21, 2012.(35)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 13, 2012.(36)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on April 12, 2012.(37)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on May 2, 2012.(38)Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2012. 143Table of Contents(39)Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 29, 2012.(40)Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2013.(41)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on September 12, 2013.(42)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 5, 2013.(43)Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 10, 2013.(44)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on May 22, 2013.(45)Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 14, 2013.(46)Filed herewith 144Table 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 28, 2014 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. WynnStephen A. Wynn Chairman of the Board and Chief Executive Officer(Principal Executive Officer) February 28, 2014 /s/ John HagenbuchJohn Hagenbuch Director February 28, 2014 /s/ Ray R. Irani Dr. Ray R. Irani Director February 28, 2014 /s/ Robert J. Miller Robert J. Miller Director February 28, 2014 /s/ Alvin Shoemaker Alvin V. Shoemaker Director February 28, 2014 /s/ Edward J Virtue Edward J Virtue Director February 28, 2014 /s/ D. Boone Wayson D. Boone Wayson Director February 28, 2014 /s/ Elaine P. Wynn Elaine P. Wynn Director February 28, 2014 /s/ Matt Maddox Matt Maddox President and Chief Financial Officer(Principal Financial and Accounting Officer) February 28, 2014 145Exhibit 10.1.3.6 EMPLOYMENT AGREEMENT(“Agreement”)- by and between -WYNN RESORTS LIMITED(“Employer”)- and -MATT MADDOX(“Employee”) DATED: November 18, 2013 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 18th day of November 2013 (the “Execution Date”), byand between WYNN RESORTS, LIMITED (“Employer”) and MATT MADDOX (“Employee”).W I T N E S S E T H:WHEREAS, Employer is a corporation duly organized and existing under the laws of the State of Nevada, maintains its principal place of business at3131 Las Vegas Blvd. South, Las Vegas, Nevada 89109, and is engaged in the business of developing, constructing and operating a casino resorts; and,WHEREAS, in furtherance of its business, Employer has need of qualified, experienced executives; and,WHEREAS, Employee currently serves as Chief Financial Officer of Employer pursuant to the terms of an Employment Agreement dated as ofOctober 1, 2005 , as assigned and amended (collectively referred to as the “Prior Agreement”); andWHEREAS, the Prior Agreement terminates by its terms as of November 30, 2013, and Employee and Employer desire to enter into this Agreement toensure the continued employment of Employee by Employer; andWHEREAS, Employee is an adult individual currently residing at [intentionally omitted], andWHEREAS, Employer is willing to employ Employee, and Employee is desirous of accepting employment from Employer under the terms andpursuant to the conditions set forth herein;NOW, THEREFORE, for and in consideration of the foregoing recitals, and in consideration of the mutual covenants, agreements, understandings,undertakings, representations, warranties and promises hereinafter set forth, and intending to be legally bound thereby, Employer and Employee do herebycovenant and agree as follows:1. DEFINITIONS. As used in this Agreement, the words and terms hereinafter defined have the respective meanings ascribed to them herein, unless adifferent meaning clearly appears from the context:(a) “Affiliate” - means with respect to a specified Person, any other Person who or which is (i) directly or indirectly controlling, controlled by orunder common control with the specified Person, or (ii) any member, 2director, officer or manager of the specified Person. For purposes of this definition only, “control”, “controlling” and “controlled” mean the right toexercise, directly or indirectly, more than fifty percent (50%) of the voting power of the stockholders, members or owners and, with respect to anyindividual, partnership, trust or other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of themanagement or policies of the controlled entity. For purposes hereof, “Person” shall mean an individual, partnership, corporation, limited liabilitycompany, business trust, joint stock company, trust, unincorporated association, joint venture or other entity of whatever nature.(b) “Anniversary” - means each anniversary date of the Effective Date during the Term (as defined in Section 5 hereof).(c) “Cause” - means(i) Employee’s inability or failure to secure and/or maintain any licenses or permits required by government agencies with jurisdiction overthe business of Employer or its Affiliate;(ii) the willful destruction by Employee of the property of Employer or an Affiliate having a material value to Employer or such Affiliate;(iiv) fraud, embezzlement, theft, or comparable dishonest activity committed by Employee (excluding acts involving a de minimis dollarvalue and not related to Employer or an Affiliate);(iv) Employee’s conviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony or any gross misdemeanorinvolving fraud, dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related to Employer or an Affiliate);(v) Employee’s neglect, refusal, or failure to materially discharge any of Employee’s duties (other than due to physical or mental illness)commensurate with Employee’s title and function, or Employee’s failure to comply with the lawful directions of Employer, in each case,following a period of fifteen (15) days after received written notice of such neglect, refusal or failure from Employer; 3(vi) a willful and knowing material misrepresentation to Employer;(vii) a willful violation of a material policy of Employer, which does or could result in material harm to Employer or Employer’s reputation;(viii) Employee’s material violation of a statutory duty, common law duty of loyalty or fiduciary duty to Employer, including but notlimited to Employer’s conflict of interest policy;provided, however, that Employee’s Complete Disability due to illness or accident or any other mental or physical incapacity shall notconstitute “Cause” as defined herein.(d) “Change of Control” - means the occurrence, after the Effective Date, of any of the following events:(i) any “Person” or “Group” (as such terms are defined in Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) andthe rules and regulations promulgated thereunder), excluding any Excluded Stockholder, is or becomes the “Beneficial Owner” (within themeaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Wynn Resorts, Limited (“WRL”), or of anyentity resulting from a merger or consolidation involving WRL, representing more than fifty percent (50%) of the combined voting power of thethen outstanding securities of WRL or such entity;(ii) the individuals who, as of February 4, 2013, are members of WRL’s Board of Directors (the “Existing Directors”) cease, for anyreason, to constitute more than fifty percent (50%) of the number of authorized directors of WRL as determined in the manner prescribed inWRL’s Articles of Incorporation and Bylaws; provided, however, that if the election, or nomination for election, by WRL’s stockholders of anynew director was approved by a vote of at least fifty percent (50%) of the Existing Directors, such new director shall be considered an ExistingDirector; provided further, however, that no individual shall be considered an Existing Director if such individual initially assumed office as aresult of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual orthreatened solicitation of proxies by or on behalf of 4anyone other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or ProxyContest; or(iii) the consummation of (x) a merger, consolidation or reorganization to which WRL is a party, whether or not WRL is the Personsurviving or resulting therefrom, or (y) a sale, assignment, lease, conveyance or other disposition of all or substantially all of the assets ofEmployer or WRL, in one transaction or a series of related transactions, to any Person other than WRL or an Affiliate, where any suchtransaction or series of related transactions as is referred to in clause (x) or clause (y) above in this subparagraph (iii) (singly or collectively, a“Transaction”) does not otherwise result in a “Change in Control” pursuant to subparagraph (i) of this definition of “Change in Control”;provided, however, that no such Transaction shall constitute a “Change in Control” under this subparagraph (iii) if the Persons who were themembers or stockholders of Employer or WRL immediately before the consummation of such Transaction are the Beneficial Owners,immediately following the consummation of such Transaction, of fifty percent (50%) or more of the combined voting power of the thenoutstanding membership interests or voting securities of the Person surviving or resulting from any merger, consolidation or reorganizationreferred to in clause (x) above in this subparagraph (iii) or the Person to whom the assets of Employer or WRL are sold, assigned, leased,conveyed or disposed of in any transaction or series of related transactions referred in clause (y) above in this subparagraph (iii), in substantiallythe same proportions in which such Beneficial Owners held membership interests or voting stock in Employer or WRL immediately before suchTransaction.For purposes of the foregoing definition of “Change in Control,” the term “Excluded Stockholder” means 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 ofany of the foregoing persons.(e) “Complete Disability”- means the inability of Employee, due to illness or accident or other mental or physical incapacity, to performEmployee’s obligations under this Agreement for a period as defined by Employer’s disability plan or plans. 5(f) “Confidential Information” - means any information that is possessed or developed by or for Employer or its Affiliate and which relates tothe Employer’s or Affiliate’s existing or potential business or technology, which is not generally known to the public or to persons engaged in businesssimilar to that conducted or contemplated by Employer or Affiliate, or which Employer or Affiliate seeks to protect from disclosure to its existing orpotential competitors or others, and includes without limitation know how, business and technical plans, strategies, existing and proposed bids, costs,technical developments, purchasing history, existing and proposed research projects, copyrights, inventions, patents, intellectual property, data,process, process parameters, methods, practices, products, product design information, research and development data, financial records, operationalmanuals, pricing and price lists, computer programs and information stored or developed for use in or with computers, customer information, customerlists, supplier lists, marketing plans, financial information, financial or business projections, and all other compilations of information which relate tothe business of Employer or Affiliate, and any other proprietary material of Employer or Affiliate, which have not been released to the general public.Confidential Information also includes information received by Employer or any of its Affiliates from others that the Employer or Affiliate has anobligation to treat as confidential. No materials or information shall be considered Confidential Information if Employee can prove that the materials orinformation are: (1) already known to Employee at the time that they are disclosed; or (2) publicly known at the time of the disclosure to Employee.Additionally, the confidential obligations herein will cease as to particular information that: (1) has become publicly known through no fault ofEmployee; (2) is received by Employee properly and lawfully from a third party without restriction on disclosure and without knowledge or reasonablesuspicion that the third party’s disclosure is in breach of any obligations to Employer or its Affiliate; (3) has been developed by Employee completelyindependent of the delivery of Confidential Information hereunder; or (4) has been approved for public release by written authorization of Employer or itsAffiliate.(g) “Effective Date” – means November 4, 2013.(h) “Good Reason” - means the occurrence, on or after the occurrence of a Change in Control, of any of the following (except with Employee’swritten consent or resulting from an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by Employer or itsAffiliate promptly after receipt of notice thereof from Employee):(i) Employer or an Affiliate reduces Employee’s Base Salary (as defined in Section 7(a) below); 6(ii) Employer discontinues its bonus plan in which Employee participates as in effect immediately before the Change in Control withoutimmediately replacing such bonus plan with a plan that is the substantial economic equivalent of such bonus plan, or amends such bonus planso as to materially reduce Employee’s potential bonus at any given level of economic performance of Employer or its successor entity;(iii) Employer materially reduces the aggregate benefits and perquisites to Employee from those being provided immediately before theChange in Control;(iv) Employer or any of its Affiliates requires Employee to change the location of Employee’s job or office, so that Employee will be based ata location more than 25 miles from the location of Employee’s job or office immediately before the Change in Control;(v) Employer or any of its Affiliates reduces Employee’s responsibilities or directs Employee to report to a person of lower rank orresponsibilities than the person to whom Employee reported immediately before the Change in Control; or(vi) the successor to Employer fails or refuses expressly to assume in writing the obligations of Employer under this Agreement.For purposes of this Agreement, a determination by Employee that Employee has “Good Reason” shall be final and binding on Employer andEmployee absent a showing of bad faith on Employee’s part.(i) “Separation Payment” - means a lump sum equal to (A) Employee’s Base Salary (as defined in Section 7(a) of this Agreement) for theremainder of the Term, but not less than one (1) year of Base Salary, plus (B) the bonus that was paid to Employee under Section 7(b) for the precedingbonus period, projected over the remainder of the Term (but not less than the preceding bonus that was paid), plus (C) any accrued but unpaid vacationpay.(k) “Trade Secrets” - means unpublished inventions or works of authorship, as well as all information possessed by or developed by or forEmployer or its Affiliate, including without limitation any formula, pattern, compilation, program device, method, technique, product, system,process, design, prototype, procedure, computer programming or code 7that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper meansby the public or other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable to maintainits secrecy.(l) “Work of Authorship” - means any computer program, code or system as well as any literary, pictorial, sculptural, graphic or audio visualwork, whether published or unpublished, and whether copyrightable or not, in whatever form and jointly with others that (i) relates to any ofEmployer’s or its Affiliate’s existing or potential products, practices, processes, formulations, manufacturing, engineering, research, equipment,applications or other business or technical activities or investigations; or (ii) relates to ideas, work or investigations conceived or carried on by Employeror its Affiliate or by Employee in connection with or because of performing services for Employer or its Affiliate.2. BASIC EMPLOYMENT AGREEMENT. Subject to the terms and pursuant to the conditions hereinafter set forth, Employer hereby employsEmployee during the Term hereinafter specified to serve in an executive capacity, under a title, and with such duties not inconsistent with those set forth inSection 3 of this Agreement, as the same may be modified and/or assigned to Employee by Employer from time to time; provided, however, that no change inEmployee’s duties shall be permitted if it would result in a reduction in the level of Employee’s duties as in effect prior to the change. Notwithstandinganything to the contrary contained herein, nothing in this Agreement shall be interpreted so as to permit Employer to required Employee to relocate his primaryresidence or his primary office outside of Las Vegas, Nevada metropolitan area; provided however, that Employee acknowledges and agrees that Employee’sduties may require Employee to occasionally travel to locations where Employer has operations or is investigating development opportunities.This Agreement supersedes and replaces any and all prior employment agreements (including the Prior Agreement), consulting agreements, change ofcontrol agreements and severance plans or agreements, whether written or oral, by and between Employee, on the one side, and Employer or any of Employer’sAffiliates, on the other side, or under which Employee is a participant. From and after the Effective Date, Employee shall be the employee of Employer underthe terms and pursuant to the conditions set forth in this Agreement.3. DUTIES OF EMPLOYEE. Employee shall perform such duties assigned to Employee by Employer as are generally associated with the duties ofPresident and Chief Financial Officer for Employer or such similar duties as may be assigned to Employee by Employer as Employer may determine.Employee’s duties shall include, but not be limited to: (i) the efficient and continuous operation of Employer and its Affiliates; (ii) the preparation of relevantbudgets and allocation of relevant funds; (iii) the selection and delegation of duties and responsibilities of subordinates; (iv) the direction, review and 8oversight of all programs under Employee’s supervision; and (v) such other and related duties as specifically assigned by Employer to Employee from time totime. The foregoing notwithstanding, Employee shall devote such time to Employer or its Affiliates as may be required by Employer, provided such duties arenot inconsistent with Employee’s primary duties to Employer hereunder4. ACCEPTANCE OF EMPLOYMENT. Employee hereby unconditionally accepts the employment set forth hereunder, under the terms andpursuant to the conditions set forth in this Agreement. Employee hereby covenants and agrees that, during the Term, Employee will devote the whole ofEmployee’s normal and customary working time and best efforts solely to the performance of Employee’s duties under this Agreement and that, except uponEmployer’s prior express written authorization to that effect, Employee shall not perform any services for other organization not owned by Employer or any ofEmployer’s Affiliates.5. TERM. This Agreement shall be effective as of the Execution Date.Unless sooner terminated as provided in this Agreement, the term of this Agreement (the “Term”) shall commence on the Effective Date of thisAgreement and shall terminate on December 31, 2016 at which time the terms of this Agreement shall expire and shall not apply to any continued employmentof Employee by Employer, except for those obligations under Sections 9 and 10. Following the Term, unless the parties enter into a new written contract ofemployment, (a) any continued employment of Employee shall be at-will, (b) any or all of the other terms and conditions of Employee’s employment may bechanged by Employer at its discretion, with or without notice, and (c) the employment relationship may be terminated at any time by either party, with orwithout cause or notice.Concurrent with Employee’s resignation from Employer or upon the termination of Employee’s employment with Employer, Employee agrees to resign,and shall be deemed to have resigned, all other positions (including but not limited to board of director memberships and position with affiliated companies)that Employee may have held immediately prior to Employee’s resignation or termination.6. SPECIAL TERMINATION PROVISIONS. Notwithstanding the provisions of Section 5, this Agreement shall terminate upon the occurrence ofany of the following events:(a) the death of Employee;(b) the giving of written notice from Employer to Employee of the termination of this Agreement upon the Complete Disability of Employee;(c) the giving of written notice by Employer to Employee of the termination of this Agreement upon the discharge of Employee forCause(Employer’s right to terminate for Cause (as defined in Section 1(c) shall survive the expiration of this Agreement); 9(d) the giving of written notice by Employer to Employee of the termination of this Agreement following a disapproval of this Agreement or denial,suspension, limitation or revocation of Employee’s License (as defined in Section 8(b) of this Agreement).(e) the giving of written notice by Employer to Employee of the termination of this Agreement without Cause, provided, however, that, six(6) months after such notice, Employer must tender the Separation Payment to Employee;(f) the giving of written notice by Employee to Employer upon a material breach of this Agreement by Employer, which material breach remainsuncured for a period of thirty (30) days after the giving of such notice, provided, however, that, six (6) months after the expiration of such cure periodwithout the cure having been effected, Employer must tender the Separation Payment to Employee. Material breach” under this Section 6(f) shall not beconstrued to include temporary suspension of the Employee from duty, pursuant to Employer’s policy, pending investigation by Employer of anyincident or occurrence that could give rise to discipline or termination of employment;(g) at Employee’s sole election in writing as provided in Section 16 of this Agreement, after both a Change of Control and as a result of GoodReason, provided, however, that, six (6) months after Employer’s receipt of Employee’s written election, Employer must tender the Separation Paymentto Employee.In the event of a termination of this Agreement pursuant to the provisions of Sections 6(a), (b), (c) or (d), Employer shall not be required to make anypayments to Employee other than payment of Base Salary and vacation pay accrued but unpaid through the termination date. In the event of a termination ofthis Agreement pursuant to the provisions of Section (e), (f) or (g), Employee will also be entitled to receive health benefits coverage for Employee andEmployee’s dependents under the same plan(s) or arrangement(s) under which Employee was covered immediately before Employee’s termination, or plan(s)established or arrangement(s) provided by Employer or any of its Affiliates thereafter. Such health benefits coverage shall be paid for by Employer to the sameextent as if Employee were still employed by Employer, and Employee will be required to make such payments as Employee would be required to make ifEmployee were still employed by Employer. The health benefits provided under this Section 6 shall continue until the earlier of (x) the expiration of the periodfor which the Separation Payment is paid, (y) the date Employee becomes covered under any other group health plan not maintained by Employer or any of itsAffiliates; provided, however, that if such other group health plan excludes any pre-existing condition that Employee or Employee’s 10dependents may have when coverage under such group health plan would otherwise begin, coverage under this Section 6 shall continue (but not beyond theperiod described in clause (x) of this sentence) with respect to such pre-existing condition until such exclusion under such other group health plan lapses orexpires. In the event Employee is required to make an election under Sections 601 through 607 of the Employee Retirement Income Security Act of 1974, asamended (commonly known as COBRA) to qualify for the health benefits described in this Section 6, the obligations of Employer and its Affiliates under thisSection 6 shall be conditioned upon Employee’s timely making such an election. In the event of a termination of this Agreement pursuant to any of theprovisions of this Section 6, Employee shall not be entitled to any benefits pursuant to any severance plan in effect by Employer or any of Employer’sAffiliates7. COMPENSATION TO EMPLOYEE. For and in complete consideration of Employee’s full and faithful performance of Employee’s duties underthis Agreement, Employer hereby covenants and agrees to pay to Employee, and Employee hereby covenants and agrees to accept from Employer, thefollowing items of compensation:(a) Base Salary. Employer hereby covenants and agrees to pay to Employee, and Employee hereby covenants and agrees to accept fromEmployer, a base salary at the rate of One Million Five Hundred Thousand Dollars ($1,500,000.00) per annum, payable in such installments as shallbe convenient to Employer (the “Base Salary”). Employee shall be subject to performance reviews and the Base Salary may be increased but notdecreased as a result of any such review. Such Base Salary shall be exclusive of and in addition to any other benefits which Employer, in its solediscretion, may make available to Employee, including, but not limited to, any discretionary bonus, profit sharing plan, pension plan, retirement plan,disability or life insurance plan, medical and/or hospitalization plan, or any and all other benefit plans which may be in effect during the Term.Employee’s Base Salary shall be subject to merit review by Employer’s Board of Directors periodically, and may be increased, but not decreased, as aresult of any such review(b) Bonus Compensation. Employee will participate in the Employer’s Amended and Restated Annual Performance Based Incentive Plan forExecutive Officers and shall also be eligible to receive a bonus at such times and in such amounts as Employer in its sole and exclusive discretion maydetermine. Employer retains the discretion to adopt, amend or terminate any bonus plan at any time prior to a Change of Control.(c) Employee Benefit Plans. Employer hereby covenants and agrees that it shall include Employee, if otherwise eligible, in any profit sharingplan, executive stock option plan, pension plan, retirement plan, disability or life insurance plan, Executive Medical Plan and/or hospitalization plan,and any other benefit plan which may be placed in effect by Employer 11or any of its Affiliates and generally available to Employer’s executives during the Term. Employee’s eligibility for medical and/or hospitalizationbenefits shall commence on the Effective Date of this Agreement. All issues as to eligibility for specific benefits and payment of benefits shall be as setforth in the applicable insurance policies or plan documents. Nothing in this Agreement shall limit Employer’s or any of its Affiliates’ ability to exercisethe discretion provided to it under any employee benefit plan, or to adopt, amend or terminate any benefit plan at any time prior to a Change of ControlEmployee shall also participate in the senior executive health program.(d) Equity Grant. Effective as of the Execution Date, Employee be granted 10,000 shares of restricted stock of Wynn Resorts, Limited commonstock pursuant to the Wynn Resorts, Limited 2002 Stock Incentive Plan. The Employee and Wynn Resorts, Limited will enter into a separate restrictedstock agreement for the grant of the 10,000 shares and will provide that such shares vest immediately upon the execution of such restricted stockagreement.(e) Expense Reimbursement. During the Term and provided the same are authorized by Employer, Employer shall either pay directly orreimburse Employee for Employee’s reasonable expenses incurred for the benefit of Employer in accordance with Employer’s general policy regardingexpense reimbursement, as the same may be amended, modified or changed from time to time. Such reimbursable expenses shall include, but are notlimited to, (i) reasonable entertainment and promotional expenses, (ii) gift and travel expenses, (iii) dues and expenses of membership in clubs,professional societies and fraternal organizations, and (iv) the like. Prior to such payment or reimbursement, Employee shall provide Employer withsufficient detailed invoices of such expenses as may be required by Employer’s policy.(f) Vacations and Holidays. Employee shall be entitled to annual paid vacation, which in no event shall be less than four (4) weeks per year,and paid holidays in accordance with Employer’s standard policies.(g) Section 409A Provision. Notwithstanding any provision of the Agreement to the contrary, if, at the time of Employee’s termination ofemployment with the Employer, he or she is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one ormore of the payments or benefits received or to be received by Employee pursuant to the Agreement would constitute deferred compensation subject toSection 409A, no such payment or benefit will be provided under the Agreement until the earlier of: (a) the date that is six (6) months following 12Employee’s termination of employment with the Employer or (b) the Employee’s death. The provisions of this Section shall only apply to the extentrequired to avoid Employee’s incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidancepromulgated thereunder. In addition, if any provision of the Agreement would cause Employee to incur any penalty tax or interest under Section 409A ofthe Code or any regulations or Treasury guidance promulgated thereunder, the Employer may reform such provision to maintain the maximum extentpracticable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.(h) Withholdings. All compensation provided to Employee by Employer under this Section 7 shall be subject to applicable withholdings forfederal, state or local income or other taxes, Social Security Tax, Medicare Tax, State Unemployment Insurance, State Disability Insurance, charitablecontributions and the like.8. LICENSING REQUIREMENTS.(a) Employer and Employee hereby covenant and agree that this Agreement and/or Employee’s employment may be subject to the approval of oneor more gaming regulatory authorities (the “Authorities”) pursuant to the provisions of the relevant gaming regulatory statutes (the “Gaming Acts”) andthe regulations promulgated thereunder (the “Gaming Regulations”). Employer and Employee hereby covenant and agree to use their best efforts toobtain any and all approvals required by the Gaming Acts and/or Gaming Regulations. In the event that (i) an approval of this Agreement or Employee’semployment by the Authorities is required for Employee to carry out Employee’s duties and responsibilities set forth in Section 3 of this Agreement,(ii) Employer and Employee have used their best efforts to obtain such approval, and (iii) this Agreement or employee’s employment is not so approvedby the Authorities, then this Agreement shall immediately terminate and shall be null and void, thus extinguishing any and all obligations of Employerand Employee.(b) If applicable, Employer and Employee hereby covenant and agree that, in order for Employee to discharge the duties required under thisAgreement, Employee must apply for or hold a license, registration, permit or other approval (the “License”) as issued by the Authorities pursuant to theterms of the relevant Gaming Act and as otherwise required by this Agreement. In the event Employee fails to apply for and secure, or the Authoritiesrefuse to issue or renew Employee’s License, Employee, at Employer’s sole cost and expense, shall promptly defend such action and shall take suchreasonable steps as may be required to either remove the objections or secure or reinstate the Authorities’ approval, respectively. The foregoingnotwithstanding, if the source of the objections or the Authorities’ 13refusal to renew or maintain Employee’s License arise as a result of any of the events described in Subsection 1(c) of this Agreement, then Employer’sobligations under this Section 8 also shall not be operative and Employee shall promptly reimburse Employer upon demand for any expenses incurredby Employer pursuant to this Section 8.(c) Employer and Employee hereby covenant and agree that the provisions of this Section 8 shall apply in the event Employee’s duties require thatEmployee also be licensed by governmental agencies other than the Authorities.9. CONFIDENTIALITY.(a) Employee hereby warrants, covenants and agrees that Employee shall not directly or indirectly use or disclose any Confidential Information,Trade Secrets, or Works of Authorship, whether in written, verbal, electronic, or model form, at any time or in any manner, except as required in theconduct of Employer’s business or as expressly authorized by Employer in writing. Employee shall take all necessary and available precautions toprotect against the unauthorized disclosure of Confidential Information, Trade Secrets, or Works of Authorship. Employee acknowledges and agreesthat such Confidential Information, Trade Secrets, or Works of Authorship are the sole and exclusive property of Employer or its Affiliate.(b) Employee shall not remove from Employer’s premises any Confidential Information, Trade Secrets, Works of Authorship, or any otherdocuments pertaining to Employer’s or its Affiliate’s business, unless expressly authorized by Employer in writing. Furthermore, Employee specificallycovenants and agrees not to make any duplicates, copies, or reconstructions of such materials and that, if any such duplicates, copies, orreconstructions are made, they shall become the property of Employer or its Affiliate upon their creation.(c) Upon termination of Employee’s employment with Employer for any reason, Employee shall turn over to Employer the originals and all copiesof any and all papers, documents and things, including information stored for use in or with computers and software, all files, Rolodex cards, phonebooks, notes, price lists, customer contracts, bids, customer lists, notebooks, books, memoranda, drawings, computer disks or drives, or otherdocuments: (i) made, compiled by, or delivered to Employee concerning any customer served by Employer or its Affiliate or any product, apparatus, orprocess manufactured, used, developed or investigated by Employer; (ii) containing any Confidential Information, Trade Secret or Work of Authorship;or (iii) otherwise relating to Employee’s performance of duties under this Agreement. Employee further acknowledges and agrees that all such documentsare the sole and exclusive property of Employer or its Affiliate. 14(d) Employee hereby warrants, covenants and agrees that Employee shall not disclose to Employer, or any Affiliate, officer, director, employee oragent of Employer, any proprietary or confidential information or property, including but not limited to any trade secret, formula, pattern, compilation,program, device, method, technique or process, which Employee is prohibited by contract, or otherwise, to disclose to Employer (the “RestrictedInformation”). In the event Employer requests Restricted Information from Employee, Employee shall advise Employer that the information requested isRestricted Information and may not be disclosed by Employee.(e) The obligations of this Section 9 are continuing and shall survive the termination of Employee’s employment with Employer for any reason.10. RESTRICTIVE COVENANT/NO SOLICITATION.(a) Employee hereby covenants and agrees that during the Term, or for such period as Employer continues to employ or compensate Employee,whichever is longer, Employee shall not, directly or indirectly, either as a principal, agent, employee, employer, consultant, partner, member of alimited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly traded corporation,corporate officer or director, manager, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion inany business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in or about any marketin which Employer or its Affiliates currently operate or have announced, publicly or otherwise, a plan to have hotel or gaming operations.(b) Employee hereby further covenants and agrees that, during the Term and for a period of one (1) year following the expiration of the Term,Employee shall not, directly or indirectly, solicit or attempt to solicit for employment any management level employee of Employer or its Affiliates withor on behalf of any business that is in competition in any manner whatsoever with the principal business activity of Employer or its Affiliates, in orabout any market in which Employer or its Affiliates operate have publicly announced, publicly or otherwise, a plan to have hotel or gaming operations.(c) Employee hereby further covenants and agrees that the restrictive covenants contained in this Section 10 are reasonable as to duration, termsand geographical area and that they protect the legitimate 15interests of Employer, impose no undue hardship on Employee, and are not injurious to the public. In the event that any of the restrictions andlimitations contained in this Section 10 are deemed to exceed the time, geographic or other limitations permitted by Nevada law, the parties agree that acourt of competent jurisdiction shall revise any offending provisions so as to bring this Section 10 within the maximum time, geographical or otherlimitations permitted by Nevada law.11. REMEDIES. Employee acknowledges that Employer has and will continue to deliver, provide and expose Employee to certain knowledge,information, practices, and procedures possessed or developed by or for Employer at a considerable investment of time and expense, which are protectedas confidential and which are essential for carrying out Employer’s business in a highly competitive market. Employee also acknowledges thatEmployee will be exposed to Confidential Information, Trade Secrets, Works of Authorship, inventions and business relationships possessed ordeveloped by or for Employer or its Affiliates, and that Employer or its Affiliates would be irreparably harmed if Employee were to improperly use ordisclose such items to competitors, potential competitors or other parties. Employee further acknowledges that the protection of Employer’s and itsAffiliates’ customers and businesses is essential, and understands and agrees that Employer’s and its Affiliates’ relationships with its customers andits employees are special and unique and have required a considerable investment of time and funds to develop, and that any loss of or damage to anysuch relationship will result in irreparable harm. Consequently, Employee covenants and agrees that any violation by Employee of Section 9 or 10 shallentitle Employer to immediate injunctive relief in a court of competent jurisdiction. Employee further agrees that no cause of action for recovery forbreach of any of Employee’s representations, warranties or covenants shall accrue until Employer or its Affiliate has actual notice of such breach.12. BEST EVIDENCE. This Agreement shall be executed in original and “Xerox” or photostatic copies and each copy bearing originalsignatures in ink shall be deemed an original.13. SUCCESSION. This Agreement shall be binding upon and inure to the benefit of Employer and Employee and their respective successorsand assigns.14. ASSIGNMENT. Employee shall not assign this Agreement or delegate Employee’s duties hereunder without the express written prior consentof Employer thereto. Any purported assignment by Employee in violation of this Section 14 shall be null and void and of no force or effect. Employershall have the right to assign this Agreement freely to any successor in interest to Employer’s business, including without limitation Employee’sobligations under Section 10, and Employee hereby acknowledges receipt of consideration in exchange for Employee’s consent to the assignability ofEmployee’s obligations under Section 10 that is additional to and separate from the consideration provided to Employee exchange for the other covenantsin this Agreement. 1615. AMENDMENT OR MODIFICATION. This Agreement may not be amended, modified, changed or altered except by a writing signed by bothEmployer and Employee.16. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard toconflict of laws principles.17. NOTICES. Any and all notices required under this Agreement shall be in writing and shall be either hand-delivered or mailed, certified mail, returnreceipt requested, addressed to: TO EMPLOYER: Wynn Resorts, Limited 3131 Las Vegas Boulevard South Las Vegas, Nevada 89109 Attn: Legal DepartmentTO EMPLOYEE: Matt Maddox [intentionally omitted] [intentionally omitted]All notices hand-delivered shall be deemed delivered as of the date actually delivered. All notices mailed shall be deemed delivered as of three (3) business daysafter the date postmarked. Any changes in any of the addresses listed herein shall be made by notice as provided in this Section 17.18. INTERPRETATION. The preamble recitals to this Agreement are incorporated into and made a part of this Agreement; titles of paragraphs are forconvenience only and are not to be considered a part of this Agreement.19. SEVERABILITY. In the event any one or more provisions of this Agreement is declared judicially void or otherwise unenforceable, the remainderof this Agreement shall survive and such provision(s) shall be deemed modified or amended so as to fulfill the intent of the parties hereto.20. WAIVER. None of the terms of this Agreement, or any term, right or remedy hereunder, shall be deemed waived unless such waiver is in writingand signed by the party to be charged therewith and in no event by reason of any failure to assert or delay in asserting any such term, right or remedy orsimilar term, right or remedy hereunder.21. DISPUTE RESOLUTION. Except for a claim by either Employee or Employer for injunctive relief where such would be otherwise authorized bylaw to enforce Sections 9, 10 and/or 11 of this Agreement, any controversy or claim arising out of or relating to this Agreement, the breach hereof, orEmployee’s employment by Employer, including without limitation any claim involving the interpretation or application of this Agreement, or claims forwrongful termination, discrimination, or other claims based upon 17statutory or common law, shall be submitted to binding arbitration in accordance with the employment arbitration rules then in effect of the AmericanArbitration Association (“AAA”), to the extent not inconsistent with this Section as set forth below. This Section 21 applies to any claim Employee might haveagainst any officer, director, employee, or agent of Employer or its Affiliate, and all successors and assigns of any of them. These arbitration provisions shallsurvive the termination of Employee’s employment with Employer and the expiration of the Agreement.(a) Coverage of Arbitration Agreement: The promises by Employer and Employee to arbitrate differences, rather than litigate them before courts orother bodies, provide consideration for each other, in addition to other consideration provided under the Agreement. The parties contemplate by thisSection 21 arbitration of all claims against each of them to the fullest extent permitted by law except as specifically excluded by this Agreement. Onlyclaims that are justiciable or arguably justiciable under applicable federal, state or local law are covered by this Section, and include, without limitation,any and all alleged violations of any federal, state or local law whether common law, statutory, arising under regulation or ordinance, or any other law,brought by any current or former employee. Such claims may include, but are not limited to, claims for: wages or other compensation; breach ofcontract; torts; work-related injury claims not covered under workers’ compensation laws; wrongful discharge; and any and all unlawful employmentdiscrimination and/or harassment claims. This Section 21 excludes claims under state workers’ compensation or unemployment compensation statutes;claims pertaining to any of Employer’s employee welfare, insurance, benefit, and pension plans, with respect to which are applicable the filing andappeal procedures of such plans shall apply to any denial of benefits; and claims for injunctive or equitable relief for violations of non-competitionand/or confidentiality agreements in Sections 9, 10 and 11.(b) Waiver of Rights to Pursue Claims in Court and to Jury Trial: This Section 21 does not in any manner waive any rights or remedies availableunder applicable statutes or common law, but does waive Employer’s and Employee’s rights to pursue those rights and remedies in a judicial forum andwaive any right to trial by jury of any claims covered by this Section 21(a). By signing this Agreement, the parties voluntarily agree to arbitrate anycovered claims against each other. In the event of any administrative or judicial action by any agency or third party to adjudicate, on behalf ofEmployee, a claim subject to arbitration, Employee hereby waives the right to participate in any monetary or other recovery obtained by such agency orthird party in any such action, and Employee’s sole remedy with respect to any such claim will be any award decreed by an arbitrator pursuant to theprovisions of this Agreement. 18(c) Initiation of Arbitration: To commence arbitration of a claim subject to this Section 21, the aggrieved party must, within the time frameprovided in Section 21(d) below, make written demand for arbitration and provide written notice of that demand to the other party. If a claim is broughtby Employee against Employer, such notice shall be given to Employer’s Legal Department. Such written notice must identify and describe the nature ofthe claim, the supporting facts, and the relief or remedy sought. In the event that either party files an action in any court to pursue any of the claimscovered by this Section 21, the complaint, petition or other initial pleading commencing such court action shall be considered the demand for arbitration.In such event, the other party may move that court to compel arbitration.(d) Time Limit to Initiate Arbitration: To ensure timely resolution of disputes, Employee and Employer must initiate arbitration within the statuteof limitations (deadline for filing) provided by applicable law pertaining to the claim, or one year, whichever is shorter, except that the statute oflimitations imposed by relevant law will solely apply in circumstances where such statute of limitations cannot legally be shortened by privateagreement. The failure to initiate arbitration within this time limit will bar any such claim. The parties understand that Employer and Employee arewaiving any longer statutes of limitations that would otherwise apply, and any aggrieved party is encouraged to give written notice of any claim as soonas possible after the event(s) in dispute so that arbitration of any differences may take place promptly.(e) Arbitrator Selection: The parties contemplate that, except as specifically set forth in this Section 21, selection of one (1) arbitrator shall takeplace pursuant to the then-current rules of the AAA applicable to employment disputes. The arbitrator must be either a retired judge or an attorneyexperienced in employment law. The parties will select one arbitrator from among a list of qualified neutral arbitrators provided by AAA. If the partiesare unable to agree on the arbitrator, the parties will select an arbitrator by alternatively striking names from a list of qualified arbitrators provided byAAA. AAA will flip a coin to determine which party has the final strike (that is, when the list has been narrowed by striking to two arbitrators). Theremaining named arbitrator will be selected.(f) Arbitration Rights and Procedures: Employee may be represented by an attorney of his/her choice at his/her own expense. Any arbitrationhearing or proceeding will take place in private, not open to the public, in Clark County, Nevada. The arbitrator shall apply the substantive law (andthe law of remedies, if applicable) of Nevada (without regard to its choice of law provisions) and/or federal law when applicable. The arbitrator iswithout power or jurisdiction to apply any different substantive law or law of remedies or to modify any term or condition of this Agreement. The 19arbitrator will have no power or authority to award non-economic damages or punitive damages except where such relief is specifically authorized by anapplicable federal, state or local statute or ordinance, or common law. In such a situation, the arbitrator shall specify in the award the specific statute orother basis under which such relief is granted. The applicable law with respect to privilege, including attorney-client privilege, work product, and offersto compromise must be followed. The parties will have the right to conduct reasonable discovery, including written and oral (deposition) discovery andto subpoena and/or request copies of records, documents and other relevant discoverable information consistent with the procedural rules of AAA. Thearbitrator will decide disputes regarding the scope of discovery and will have authority to regulate the conduct of any hearing. The arbitrator will havethe right to entertain a motion or request to dismiss, for summary judgment, or for other summary disposition. The parties will exchange witness lists atleast 30 days prior to the hearing. The arbitrator will have subpoena power so that either Employee or Employer may summon witnesses. The arbitratorwill use the Federal Rules of Evidence in connection with the admission of all evidence at the hearing. Both parties shall have the right to file post-hearingbriefs. Any party, at its own expense, may arrange for and pay the cost of a court reporter to provide a stenographic record of the proceedings.(g) Arbitrator’s Award: The arbitrator will issue a written decision containing the specific issues raised by the parties, the specific findings of fact,and the specific conclusions of law. The award will be rendered promptly, typically within 30 days after conclusion of the arbitration hearing, or afterthe submission of post-hearing briefs if requested. The arbitrator shall have no power or authority to award any relief or remedy in excess of what acourt could grant under applicable law. The arbitrator’s decision shall be final and binding on both parties. Judgment upon an award rendered by thearbitrator may be entered in any court having competent jurisdiction.(h) Fees and Expenses: Unless the law requires otherwise for a particular claim or claims, the party demanding arbitration bears the responsibilityfor payment of the fee to file with AAA and the fees and expenses of the arbitrator shall be allocated by the AAA under its rules and procedures.Employee and Employer shall each pay his/her/its own expenses for presentation of their cases, including but not limited to attorney’s fees, costs, andfees for witnesses, photocopying and other preparation expenses. If any party prevails on a statutory claim that affords the prevailing party attorney’sfees and costs, the arbitrator may award reasonable attorney’s fees and/or costs to the prevailing party, applying the same standards a court would applyunder the law applicable to the claim.22. PAROL. This Agreement constitutes the entire agreement between Employer and Employee, and supersedes any prior understandings, agreements, 20undertakings or severance policies or plans by and between Employer or its Affiliates, on the one side, and Employee, on the other side, with respect to itssubject matter or Employee’s employment with Employer or its Affiliates.23. FCPA COMPLIANCE. Employer advises Employee that the United States Foreign Corrupt Practices Act (“FCPA”) prohibits offering, providing,or promising anything of value (including money, preferential treatment, and any other sort of advantage), either directly or indirectly, by a United Statescompany, or any of its employees, subsidiaries, affiliates, or agents, to an official of a foreign government, a foreign political party, party official, orcandidate for foreign political office (or any family members of any of these real persons), for the purposes of influencing an act or decision in thatindividual’s official capacity, or inducing the official to use his or her influence with the foreign government to assist the United States company, itssubsidiaries or affiliates, or anyone else, in obtaining or retaining business. Employee understands that Employee may not directly or indirectly offer,promise, grant, or authorize the giving of money or anything else of value to a government official to influence official action or obtain an improper advantage.Employee understands that these legal restrictions apply fully to Employee with regard to Employee’s activities in the course of or in relation to Employee’semployment with Employer, regardless of Employee’s physical location. Employee represents and warrants that Employee will act in accordance with allapplicable laws regarding anti-corruption, including the FCPA, the U.K. Bribery Act, and all other state, federal, and international laws related to anti-corruption. Employee agrees that he or she will not take any action which would cause Employer to be in violation of the FCPA or any other applicable anti-corruption law, regulation, or Company policy or procedure. Employee further represents and warrants that Employee will know and understand, and act inaccordance with, all Company policies and procedures related to anti-corruption and business conduct. Employee agrees to attend mandatory compliancetraining. Employee undertakes to duly notify Employer if Employee becomes aware of any such violation of Company policies or procedures, or any otherviolation of law, committed by Employee or any other person or entity, and to indemnify Employer for any losses, damages, fines, and/or penalties whichEmployer may suffer or incur arising out of or incidental to any such violation committed by Employee.Employee also represents and warrants that Employee will disclose to the Employer if Employee or any member of Employee’s family is an official of aforeign government or foreign political party, or is a candidate for foreign political office.In case of breach of this provision, the Employer may suspend or terminate this Agreement at any time without notice or indemnity.24. REVIEW BY PARTIES AND THEIR LEGAL COUNSEL. The parties represent that they have read this Agreement and acknowledge that theyhave discussed its contents with their respective legal counsel or have been afforded the opportunity to avail themselves of the opportunity to the extent theyeach wished to do so. 21IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties hereto have executed and delivered thisAgreement as of the year and date first above written. WYNN RESORTS, LIMITED EMPLOYEEBy: /s/ Kim Sinatra /s/ Matt MaddoxIts: Senior Vice President Matt Maddox 22 Exhibit 10.1.6.0EMPLOYMENT AGREEMENT(“Agreement”)- by and between -WYNN RESORTS, LIMITED(“Employer”)- and -JOHN STRZEMP(“Employee”) DATED: as of August 31, 2005 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 31 day of August 2005, by and between WYNNRESORTS, LIMITED (“Employer”) and John Strzemp (“Employee”).W I T N E S S E T H:WHEREAS, Employer is a corporation duly organized and existing under the laws of the State of Nevada, maintains its principal place of business at3131 Las Vegas Blvd. South, Las Vegas, Nevada 89109, and is engaged in the business of developing, constructing and operating a casino resorts; and,WHEREAS, in furtherance of its business, Employer has need of qualified, experienced executive management; and,WHEREAS, Employee currently serves as the Executive Vice President - Chief Financial Officer of the Employer pursuant to the terms of anEmployment Agreement dated as of September 9, 2002 (the “2002 Agreement”) between Employee and Employer as amended by that certain First Amendmentto Employment Agreement dated December 11, 2002 (the “Amendment”) between Employee and Employer (the 2002 Agreement and the Amendment arecollectively referred to herein as, the “Prior Agreement”); andWHEREAS, Employee and Employer desire to terminate the Prior Agreement and replace it with this Agreement; andWHEREAS, Employee has represented and warranted to Employer that Employee possesses sufficient qualifications and expertise in order to fulfill theterms of the employment stated in this Agreement; and,WHEREAS, Employer is willing to continue to employ Employee, and Employee is desirous of continuing his employment with the Employer underthe terms and pursuant to the conditions set forth herein;NOW, THEREFORE, for and in consideration of the foregoing recitals, and in consideration of the mutual covenants, agreements, understandings,undertakings, representations, warranties and promises hereinafter set forth, and intending to be legally bound thereby, Employer and Employee herebycovenant and agree as follows: 21. DEFINITIONS. As used in this Agreement, the words and terms hereinafter defined have the respective meanings ascribed to them herein, unless adifferent meaning clearly appears from the context:(a) “Affiliate” - means with respect to a specified Person, any other Person who or which is (i) directly or indirectly controlling, controlled by orunder common control with the specified Person, or (ii) any member, director, officer or manager of the specified Person. For purposes of this definition,only, “control”, “controlling”, and “controlled” mean the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting power of thestockholders, members or owners and, with respect to any individual, partnership, trust or other entity or association, the possession, directly orindirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.(b) “Cause” - means(i) the willful destruction by Employee of the property of Employer or an Affiliate having a material value to Employer or such Affiliate;(ii) fraud, embezzlement, theft, or comparable dishonest activity committed by Employee (excluding acts involving a de minimis dollarvalue and not related to Employer or an Affiliate);(iii) Employee’s conviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony or any misdemeanorinvolving fraud, dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related to Employer or an Affiliate);(iv) Employee’s breach, neglect, refusal, or failure to materially discharge his duties (other than due to physical or mental illness)commensurate with his title and function, or Employee’s failure to comply with the lawful directions of Employer’s Board of Directors, that is notcured within fifteen (15) days after Employee has received written notice thereof from the Board;(v) a willful and knowing material misrepresentation to Employer’s Board of Directors;(vi) a willful violation of a material policy of Employer, which does or could result in material harm to Employer or to Employer’sreputation; or 3(vii) Employee’s material violation of a statutory or common law duty of loyalty or fiduciary duty to Employer,provided, however, that Employee’s disability due to illness or accident or any other mental or physical incapacity shall not constitute “Cause” asdefined herein.(c) “Change of Control” - means the occurrence, after the Effective Date, of any of the following events:(i) any “Person” or “Group” (as such terms are defined in Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) andthe rules and regulations promulgated thereunder), excluding any Excluded Stockholder, is or becomes the “Beneficial Owner” (within themeaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Employer, or of any entity resulting from amerger or consolidation involving Employer, representing more than fifty percent (50%) of the combined voting power of the then outstandingsecurities of Employer or such entity;(ii) the individuals who, as of the Effective Date, are members of Employer’s Board of Directors (the “Existing Directors”) cease, for anyreason, to constitute more than fifty percent (50%) of the number of authorized directors of Employer as determined in the manner prescribed inEmployer’s Articles of Incorporation and Bylaws; provided, however, that if the election, or nomination for election, by Employer’s stockholdersof any new director was approved by a vote of at least fifty percent (50%) of the Existing Directors, such new director shall be considered anExisting Director; provided further, however, that no individual shall be considered an Existing Director if such individual initially assumedoffice as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or otheractual or threatened solicitation of proxies by or on behalf of anyone other than the Board (a “Proxy Contest”), including by reason of anyagreement intended to avoid or settle any Election Contest or Proxy Contest; or(iii) the consummation of (x) a merger, consolidation or reorganization to which Employer is a party, whether or not Employer is the Personsurviving or resulting therefrom, or (y) a sale, assignment, lease, conveyance or other disposition of all or substantially all of the assets of 4Employer, in one transaction or a series of related transactions, to any Person other than Employer, where any such transaction or series of relatedtransactions as is referred to in clause (x) or clause (y) above in this subparagraph (iii) (singly or collectively, a “Transaction”) does not otherwiseresult in a “Change in Control” pursuant to subparagraph (i) of this definition of “Change in Control”; provided, however, that no suchTransaction shall constitute a “Change in Control” under this subparagraph (iii) if the Persons who were the stockholders of Employerimmediately before the consummation of such Transaction are the Beneficial Owners, immediately following the consummation of suchTransaction, of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Person surviving orresulting from any merger, consolidation or reorganization referred to in clause (x) above in this subparagraph (iii) or the Person to whom theassets of Employer are sold, assigned, leased, conveyed or disposed of in any transaction or series of related transactions referred in clause (y)above in this subparagraph (iii), in substantially the same proportions in which such Beneficial Owners held voting stock in Employerimmediately before such Transaction.For purposes of the foregoing definition of “Change in Control,” the term “Excluded Stockholder” means 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 anyof the foregoing persons.(d) “Complete Disability” - means the inability of Employee, due to illness or accident or other mental or physical incapacity, to perform hisobligations under this Agreement for a period as defined by Employer’s disability plan or plans.(e) “Confidential Information” - means any information that is possessed or developed by or for Employer or its Affiliate and which relates tothe Employer’s or Affiliate’s existing or potential business or technology, which is not generally known to the public or to persons engaged in businesssimilar to that conducted or contemplated by Employer or Affiliate, or which Employer or Affiliate seeks to protect from disclosure to its existing orpotential competitors or others, and includes without limitation know how, business and technical plans, strategies, existing and proposed bids, costs,technical developments, purchasing history, existing and proposed research projects, copyrights, inventions, patents, intellectual property, data,process, process parameters, methods, practices, products, product design information, research and 5development data, financial records, operational manuals, pricing and price lists, computer programs and information stored or developed for use in orwith computers, customer information, customer lists, supplier lists, marketing plans, financial information, financial or business projections, and allother compilations of information which relate to the business of Employer or Affiliate, and any other proprietary material of Employer or Affiliate,which have not been released to the general public. Confidential Information also includes information received by Employer or any of its Affiliates fromothers that the Employer or Affiliate has an obligation to treat as confidential.(f) “Effective Date” – means August 1, 2005.(g) “Original Hire Date” – means November 1, 2000.(h) “Good Reason” - means the occurrence, on or after the occurrence of a Change in Control, of any of the following (except with Employee’swritten consent or resulting from an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by Employer or itsAffiliate promptly after receipt of notice thereof from Employee):(i) Employer or an Affiliate reduces Employee’s Base Salary (as defined in Subparagraph 8(a) below);(ii) Employer discontinues its bonus plan in which Employee participates as in effect immediately before the Change in Control withoutimmediately replacing such bonus plan with a plan that is the substantial economic equivalent of such bonus plan, or amends such bonus planso as to materially reduce Employee’s potential bonus at any given level of economic performance of Employer or its successor entity;(iii) Employer materially reduces the aggregate benefits and perquisites to Employee from those being provided immediately before theChange in Control;(iv) Employer or any of its Affiliates requires Employee to change the location of Employee’s job or office, so that Employee will be based ata location more than 25 miles from the location of Employee’s job or office immediately before the Change in Control;(v) Employer or any of its Affiliates reduces Employee’s responsibilities or directs Employee to report to a person of lower rank orresponsibilities than the person to whom Employee reported immediately before the Change in Control; or 6(vi) the successor to Employer fails or refuses expressly to assume in writing the obligations of Employer under this Agreement.For purposes of this Agreement, a determination by Employee that Employee has “Good Reason” shall be final and binding on Employer and Employeeabsent a showing of bad faith on Employee’s part.(i) “Separation Payment” - means a lump sum equal to (A) Employee’s Base Salary (as defined in Subparagraph 8(a) of this Agreement) forthe remainder of the Term, but not less than one (1) year of Base Salary, plus (B) the bonus that was paid to Employee under Subparagraph 8(b) for thepreceding bonus period, projected over the remainder of the Term (but not less than the preceding bonus that was paid), plus (C) any accrued butunpaid vacation pay, plus (D) any Gross-Up Payment required by Exhibit 1 to this Agreement, which is incorporated herein by reference.(j) “Trade Secrets” - means unpublished inventions or works of authorship, as well as all information possessed by or developed by or forEmployer or its Affiliate, including without limitation any formula, pattern, compilation, program device, method, technique, product, system,process, design, prototype, procedure, computer programming or code that (i) derives independent economic value, actual or potential, from not beinggenerally known to, and not being readily ascertainable by proper means by the public or other persons who can obtain economic value from itsdisclosure or use; and (ii) is the subject of efforts that are reasonable to maintain its secrecy.(k) “Work of Authorship” - means any computer program, code or system as well as any literary, pictorial, sculptural, graphic or audio visualwork, whether published or unpublished, and whether copyrightable or not, in whatever form and jointly with others that (i) relates to any ofEmployer’s or its Affiliate’s existing or potential products, practices, processes, formulations, manufacturing, engineering, research, equipment,applications or other business or technical activities or investigations; or (ii) relates to ideas, work or investigations conceived or carried on by Employeror its Affiliate or by Employee in connection with or because of performing services for Employer or its Affiliate.2. PRIOR EMPLOYMENT. This Agreement supersedes and replaces any and all prior employment agreements, change in control agreements andseverance plans or agreements, whether written or oral, by and between Employee, on the one side, and Employer or any of Employer’s Affiliates, on the otherside, or under which Employee is a 7participant, with the exception of any agreement pertaining to the issuance of stock options or restricted stock to Employee by Employer or any of its Affiliates.From and after the Effective Date, Employee and Employer agree that the Prior Agreement shall be terminated and Employee shall be the employee of Employerunder the terms and pursuant to the conditions set forth in this Agreement.3. BASIC EMPLOYMENT AGREEMENT. Subject to the terms and pursuant to the conditions hereinafter set forth, Employer hereby employsEmployee during the Term hereinafter specified to serve in a managerial or executive capacity, under a title and with such duties not inconsistent with those setforth in Paragraph 4 of this Agreement, as the same may be modified and/or assigned to Employee by Employer from time to time; provided, however, that nochange in Employee’s duties shall be permitted if it would result in a material reduction in the level of Employee’s duties as in effect prior to the change.4. DUTIES OF EMPLOYEE. Employee shall perform such duties assigned to Employee by Employer as are generally associated with the duties ofExecutive Vice President - Chief Financial Officer of Employer or such similar duties as may be assigned to Employee by Employer as Employer maydetermine, including, but not limited to (a) the efficient and continuous operation of Employer and Employer’s Affiliates, (b) the preparation of relevantbudgets and allocation or relevant funds, (c) conducting a search for an individual qualified to assume the duties of the chief financial officer of the Companyas may be directed by management or Employer’s Board of Director, and to educate such individual about Employee’s duties and Employer’s operations(following the selection of such qualified individual, Employee shall assume such other title and responsibilities as may be assigned by Employer; providedthat such title and responsibilities shall be commensurate with Employee’s professional status and shall be based in Las Vegas, Nevada), (d) the selection anddelegation of duties and responsibilities of subordinates, (e) the direction, review and oversight of all programs and projects under Employee’s supervision,and (f) such other and further related duties as specifically assigned by Employer to Employee. The foregoing notwithstanding, Employee shall devote suchtime to Employer’s Affiliates as may be required by Employer, provided such duties are not inconsistent with Employee’s primary duties to Employerhereunder.5. ACCEPTANCE OF EMPLOYMENT. Employee hereby unconditionally accepts the employment set forth hereunder, under the terms andpursuant to the conditions set forth in this Agreement. Employee hereby covenants and agrees that, during the Term of this Agreement, Employee will devotethe whole of Employee’s normal and customary working time and best efforts solely to the performance of Employee’s duties under this Agreement and that,except upon Employer’s prior express written authorization to that effect, Employee shall not perform any services for any casino, hotel/casino or other similargaming or gambling operation not owned by Employer or any of Employer’s Affiliates.6. TERM. Unless sooner terminated as provided in this Agreement, the term of this Agreement (the “Term”) shall commence on the Effective Date andterminate at the end of the day on August 1, 2008. Following the Term, unless the parties enter into a 8new written contract of employment, (a) any continued employment of Employee shall be at-will, (b) any or all of the other terms and conditions of Employee’semployment may be changed by Employer at its discretion, with or without notice, and (c) the employment relationship may be terminated at any time byeither party, with or without cause or notice.7. SPECIAL TERMINATION PROVISIONS. Notwithstanding the provisions of Paragraph 6 of this Agreement, this Agreement shall terminateupon the occurrence of any of the following events:(a) the death of Employee;(b) the giving of written notice from Employer to Employee of the termination of this Agreement upon the Complete Disability of Employee;(c) the giving of written notice by Employer to Employee of the termination of this Agreement upon the discharge of Employee for Cause;(d) the giving of written notice by Employer to Employee of the termination of this Agreement following a denial or revocation of Employee’sLicense (as defined in Subparagraph 9(b) of this Agreement).(e) the giving of written notice by Employer to Employee of the termination of this Agreement without Cause, provided, however, that, within ten(10) calendar days after such notice, Employer must tender the Separation Payment to Employee;(f) the giving of written notice by Employee to Employer upon a material breach of this Agreement by Employer, which material breach remainsuncured for a period of thirty (30) days after the giving of such notice, provided, however, that, within ten (10) days after the expiration of such cureperiod without the cure having been effected, Employer must tender the Separation Payment to Employee; or(g) at Employee’s sole election in writing as provided in Paragraph 17 of this Agreement, after both a Change of Control and as a result of GoodReason, provided, however, that, within ten (10) calendar days after Employer’s receipt of Employee’s written election, Employer must tender theSeparation Payment to Employee.In the event of a termination of this Agreement pursuant to the provisions of Subparagraph 7(a), (b), (c) or (d), Employer shall not be required to make anypayments to Employee other than payment of Base Salary and vacation pay accrued but unpaid through the termination date. In the event of a termination ofthis Agreement pursuant to the provisions of Subparagraph (e), (f) or (g), Employee will also be entitled to receive health benefits coverage for Employee andEmployee’s dependents under the same 9plan(s) or arrangement(s) under which Employee was covered immediately before Employee’s termination, or plan(s) established or arrangement(s) providedby Employer or any of its Affiliates thereafter. Such health benefits coverage shall be paid for by Employer to the same extent as if Employee were stillemployed by Employer, and Employee will be required to make such payments as Employee would be required to make if Employee were still employed byEmployer. The health benefits provided under this Paragraph 7 shall continue until the earlier of (x) the expiration of the period for which the SeparationPayment is paid, (y) the date Employee becomes covered under any other group health plan not maintained by Employer or any of its Affiliates; provided,however, that if such other group health plan excludes any pre-existing condition that Employee or Employee’s dependents may have when coverage undersuch group health plan would otherwise begin, coverage under this Paragraph 7 shall continue (but not beyond the period described in clause (x) of thissentence) with respect to such pre-existing condition until such exclusion under such other group health plan lapses or expires. In the event Employee isrequired to make an election under Sections 601 through 607 of the Employee Retirement Income Security Act of 1974, as amended (commonly known asCOBRA) to qualify for the health benefits described in this Paragraph 7, the obligations of Employer and its Affiliates under this Paragraph 7 shall beconditioned upon Employee’s timely making such an election. In the event of a termination of this Agreement pursuant to any of the provisions of thisParagraph 7, Employee shall not be entitled to any benefits pursuant to any severance plan in effect by Employer or any of Employer’s Affiliates.8. COMPENSATION TO EMPLOYEE. For and in complete consideration of Employee’s full and faithful performance of Employee’s duties underthis Agreement, Employer hereby covenants and agrees to pay to Employee, and Employee hereby covenants and agrees to accept from Employer, thefollowing items of compensation:(a) BASE SALARY. Employer hereby covenants and agrees to pay to Employee, and Employee hereby covenants and agrees to accept fromEmployer, a base salary at the rate of Six Hundred Thousand Dollars ($600,000.00) per annum during the Term, payable in such weekly, bi-weekly orsemi-monthly installments as shall be convenient to Employer (the “Base Salary”). Employee’s Base Salary shall be exclusive of and in addition toany other benefits which Employer, in its sole discretion, may make available to Employee, including, but not limited to, those benefits described inSubparagraphs 8(b) through (e) of this Agreement. Employee’s Base Salary shall be subject to merit review by Employer’s Board of Directorsperiodically, and may be increased, but not decreased, as a result of any such review.(b) BONUS COMPENSATION. Employee also will be eligible to receive a bonus at such times and in such amounts as Employer’s Board ofDirectors, in its sole and exclusive discretion, may determine, but in no event shall Employee’s bonus for the fiscal year ended December 31, 2005 beless than Two Hundred Thousand Dollars ($200,000.00). For fiscal year 2006 and thereafter, Employee’s bonus shall be determined 10pursuant to the Employer’s Section 162 Performance Based Bonus Plan. Nothing in this Agreement shall limit the Board’s discretion to adopt, amendor terminate any performance-based bonus plan at any time prior to a Change of Control.(c) EMPLOYEE BENEFIT PLANS. Employer hereby covenants and agrees that it shall include Employee, if otherwise eligible, in any profitsharing plan, executive stock option plan, pension plan, retirement plan, disability or life insurance plan, medical and/or hospitalization plan, and/orany and all other benefit plans which may be placed in effect by Employer or any of its Affiliates for the benefit of Employer’s executives during theTerm. Nothing in this Agreement shall limit (i) Employer’s ability to exercise the discretion provided to it under any such benefit plan, or (ii) Employer’sor its Affiliates’ discretion to adopt, amend or terminate any such benefit plan, at any time prior to a Change of Control. Subject to and effective uponthe approval of the Compensation Committee of Wynn Resorts, Limited, Employee shall at the earliest possible time after the Effective Date be granted50,000 stock options of Wynn Resorts, Limited common stock under the Wynn Resorts, Limited 2002 Stock Incentive Plan. Nothing in this Agreementshall limit Employer’s or any of its Affiliates’ ability to exercise the discretion provided to it under any employee benefit plan, or to adopt, amend orterminate any benefit plan at any time.(d) EXPENSE REIMBURSEMENT. During the Term and provided the same are authorized by Employer, Employer shall either pay directlyor reimburse Employee for Employee’s reasonable expenses incurred for the benefit of Employer in accordance with Employer’s general policy regardingexpense reimbursement, as the same may be amended, modified or changed from time to time. Such reimbursable expenses shall include, but are notlimited to, (i) reasonable entertainment and promotional expenses, (ii) gift and travel expenses, (iii) dues and expenses of membership in clubs,professional societies and fraternal organizations, and (iv) the like. Prior to reimbursement, Employee shall provide Employer with sufficient detailedinvoices of such expenses as may be required by Employer’s expense reimbursement policy.(e) VACATIONS AND HOLIDAYS. Commencing as of the Effective Date of this Agreement, Employee shall be entitled to (i) annual paidvacation leave in accordance with Employer’s standard policy, but in no event less than four (4) weeks each year of the Term, to be taken at such timesas selected by Employee and approved by Employer, and (ii) paid holidays (or, at Employer’s option, an equivalent number of paid days off) inaccordance with Employer’s standard policy.(f) WITHHOLDINGS. All compensation to Employee identified in this Paragraph 8 shall be subject to applicable withholdings for federal, state 11or local income or other taxes, Social Security Tax, Medicare Tax, State Unemployment Insurance, State Disability Insurance, voluntary charitablecontributions and the like.(g) Original Hire Date. Employee’s Original Hire Date shall be used for determining benefits not otherwise set forth in this Agreement.9. LICENSING REQUIREMENTS.(a) Employer and Employee hereby covenant and agree that this Agreement may be subject to the approval of one or more gaming regulatoryauthorities (the “Gaming Authorities”) pursuant to the provisions of the applicable gaming regulatory statutes and the regulations promulgatedthereunder (the “Gaming Laws”). Employer and Employee hereby covenant and agree to use their best efforts, at Employer’s sole cost and expense, toobtain any and all approvals required by the Gaming Laws. In the event that (i) an approval of this Agreement by the Gaming Authorities is required forEmployee to carry out his duties and responsibilities set forth in Paragraph 4 of this Agreement, (ii) Employer and Employee have used their best effortsto obtain such approval, and (iii) this Agreement is not so approved by the Gaming Authorities, then this Agreement shall immediately terminate andshall be null and void.(b) Employer and Employee hereby covenant and agree that, in order for Employee to discharge the duties required under this Agreement,Employee may be required to apply for or hold a license, registration, permit or other approval as issued by the Gaming Authorities pursuant to theterms of the applicable Gaming Laws and as otherwise required by this Agreement (the “License”). In the event Employee fails to apply for and secure,or the Gaming Authorities refuse to issue or renew, or revoke or suspend any required License, then Employee, at Employer’s sole cost and expense,shall promptly defend such action and shall take such reasonable steps as may be required to either remove the objections, secure the GamingAuthorities’ approval, or reinstate the License, respectively. The foregoing notwithstanding, if the source of the objections or the Gaming Authorities’refusal to renew the License or their imposition of disciplinary action against Employee is any of the events described in Subparagraph 1(b) of thisAgreement, then Employer’s obligations under this Paragraph 9 shall not be operative and Employee shall promptly reimburse Employer upon demandfor any expenses incurred by Employer pursuant to this Paragraph 9.(c) Employer and Employee hereby covenant and agree that the provisions of this Paragraph 9 shall apply in the event Employee’s duties requirethat Employee also be licensed by such relevant governmental agencies other than the Gaming Authorities. 1210. CONFIDENTIALITY.(a) Employee hereby warrants, covenants and agrees that Employee shall not directly or indirectly use or disclose any Confidential Information,Trade Secrets, or Works of Authorship, whether in written, verbal, or model form, at any time or in any manner, except as required in the conduct ofEmployer’s business or as expressly authorized by Employer in writing. Employee shall take all necessary and available precautions to protect againstthe unauthorized disclosure of Confidential Information, Trade Secrets, or Works of Authorship. Employee acknowledges and agrees that suchConfidential Information, Trade Secrets, or Works of Authorship are the sole and exclusive property of Employer or its Affiliate.(b) Employee shall not remove from Employer’s premises any Confidential Information, Trade Secrets, Works of Authorship, or any otherdocuments pertaining to Employer’s or its Affiliate’s business, unless expressly authorized by Employer in writing. Furthermore, Employee specificallycovenants and agrees not to make any duplicates, copies, or reconstructions of such materials and that, if any such duplicates, copies, orreconstructions are made, they shall become the property of Employer or its Affiliate upon their creation.(c) Upon termination of Employee’s employment with Employer, Employee shall turn over to Employer the originals and all copies of any and allpapers, documents and things, including information stored for use in or with computers and software, all files, Rolodex cards, phone books, notes,price lists, customer contracts, bids, customer lists, notebooks, books, memoranda, drawings, or other documents: (i) made, compiled by, or deliveredto Employee concerning any customer served by Employer or its Affiliate or any product, apparatus, or process manufactured, used, developed orinvestigated by Employer; (ii) containing any Confidential Information, Trade Secret or Work of Authorship; or (iii) otherwise relating to Employee’sperformance of duties under this Agreement. Employee further acknowledges and agrees that all such documents are the sole and exclusive property ofEmployer or its Affiliate.(d) Employee hereby warrants, covenants and agrees that Employee shall not disclose to Employer, or any Affiliate, officer, director, employee oragent of Employer, any proprietary or confidential information or property, including but not limited to any trade secret, formula, pattern, compilation,program, device, method, technique or process, which Employee is prohibited by contract, or otherwise, to disclose to Employer (the “RestrictedInformation”). In the event, Employer requests Restricted Information from Employee, Employee shall advise Employer that the information requested isRestricted Information and may not be disclosed by Employee. 13(e) The obligations of this Section 10 are continuing and shall survive the termination of Employee’s employment with Employer.11. RESTRICTIVE COVENANT/NO SOLICITATION.(a) Employee hereby covenants and agrees that, during the Term, or for such period as Employee receives cash compensation under thisAgreement, whichever period is shorter, Employee shall not directly or indirectly, either as a principal, agent, employee, employer, consultant, partner,member or manager of a limited liability company, shareholder of a closely held corporation, or shareholder in excess of two percent (2%) of a publicly tradedcorporation, corporate officer or director, or in any other individual or representative capacity, engage or otherwise participate in any manner or fashion in anygaming business that is in competition in any manner whatsoever with the principal business activity of Employer or Employer’s Affiliates, in or about anymarket in which Employer or Employer’s Affiliates have or have publicly announced a plan for gaming operations. Employee hereby further covenants andagrees that the restrictive covenant contained in this Paragraph 11 is reasonable as to duration, terms and geographical area and that the same protects thelegitimate interests of Employer, imposes no undue hardship on Employee, and is not injurious to the public.(b) Employee hereby further covenants and agrees that, for the period described in Subparagraph 11(a), Employee shall not directly or indirectlysolicit or attempt to solicit for employment any management level employee of Employer or Employer’s Affiliates with or on behalf of any business that is incompetition in any manner whatsoever with the principal business activity of Employer or Employer’s Affiliates, in or about any market in which Employeror Employer’s Affiliates have or plan gaming or hotel operations.12. BEST EVIDENCE. This Agreement shall be executed in original and “Xerox” or photostatic copies and each copy bearing original signatures inink shall be deemed an original.13. SUCCESSION. This Agreement shall be binding upon and inure to the benefit of Employer and Employee and their respective successors andassigns.14. ASSIGNMENT. Employee shall not assign this Agreement or delegate his duties hereunder without the express written prior consent of Employerthereto. Any purported assignment by Employee in violation of this Paragraph 14 shall be null and void and of no force or effect. Employer shall have the rightto assign this Agreement to any of its Affiliates, provided that this agreement shall be reassigned to Employer upon a sale of that Affiliate or substantially all ofthat Affiliate’s assets to an unaffiliated third party, provided further that, in any event, Employer shall have the right to assign this Agreement to anysuccessor of Employer that is not an affiliate of Employer.15. AMENDMENT OR MODIFICATION. This Agreement may not be amended, modified, changed or altered except by a writing signed by bothEmployer and Employee. 1416. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where Employer’sprincipal place of business is located in effect on the Effective Date of this Agreement.17. NOTICES. Any and all notices required under this Agreement shall be in writing and shall be either hand-delivered or mailed, certified mail, returnreceipt requested, addressed to: TO EMPLOYER: Wynn Resorts, Limited 3131 Las Vegas Boulevard South Las Vegas, Nevada 89109WITH A COPY Wynn Resorts, LimitedTHAT SHALL NOT BE 3131 Las Vegas Boulevard SouthNOTICE TO: Las Vegas, Nevada 89109 Attn: Legal DepartmentTO EMPLOYEE: John Strzemp [intentionally omitted] [intentionally omitted]All notices hand-delivered shall be deemed delivered as of the date actually delivered. All notices mailed shall be deemed delivered as of three (3) business daysafter the date postmarked. Any changes in any of the addresses listed herein shall be made by notice as provided in this Paragraph 17.18. INTERPRETATION. The preamble recitals to this Agreement are incorporated into and made a part of this Agreement; titles of paragraphs are forconvenience only and are not to be considered a part of this Agreement.19. SEVERABILITY. In the event any one or more provisions of this Agreement is declared judicially void or otherwise unenforceable, the remainderof this Agreement shall survive and such provision(s) shall be deemed modified or amended so as to fulfill the intent of the parties hereto.20. DISPUTE RESOLUTION. Except for equitable actions seeking to enforce the covenants in Paragraph 10 or 11 of this Agreement, jurisdictionand venue for which is hereby granted to the court of general trial jurisdiction in the state and county where Employer’s or its applicable Affiliate’s principalplace of business is located, any and all claims, disputes, or controversies arising between the parties regarding any of the terms of this Agreement or thebreach thereof, shall, on the written demand of either of the parties, be submitted to and be determined by final and binding arbitration held in the localjurisdiction where Employer’s or Employer’s Affiliate’s principal place of business is located, in accordance with Employer’s or Employer’s Affiliate’sarbitration policy governing employment disputes. This agreement to arbitrate shall be specifically enforceable in any court of competent jurisdiction. 1521. WAIVER. None of the terms of this Agreement, including this Paragraph 21, or any term, right or remedy hereunder shall be deemed waived unlesssuch waiver is in writing and signed by the party to be charged therewith and in no event by reason of any failure to assert or delay in asserting any suchterm, right or remedy or similar term, right or remedy hereunder.22. PAROL. This Agreement constitutes the entire agreement between Employer and Employee with respect to the subject matter hereto and, except forany agreement pertaining to the issuance of restricted stock to Employee by Employer or any of its Affiliates, this Agreement supersedes any priorunderstandings, agreements, undertakings or severance policies or plans by and between Employer or Employer’s Affiliates, on the one side, and Employee,on the other side, with respect to the subject matter hereof or Employee’s employment with Employer or its Affiliates.IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties hereto have executed and delivered thisAgreement as of the year and date first above written. WYNN RESORTS, LIMITED EMPLOYEEBy: /s/ Marc D. Schorr /s/ John Strzemp Marc D. Schorr John Strzemp Chief Operating Officer 16EXHIBIT 1Indemnification and Gross-Up for Excise Taxes(a) Employer shall indemnify and hold Employee harmless from and against any and all liabilities, costs and expenses (including, without limitation,attorney’s fees and costs) which Employee may incur as a result of the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended(the “Code”) or any similar provision of state or local income tax law (the “Excise Tax”), to the end that Employee shall be placed in the same tax position withrespect to the Severance Payment under Employee’s Employment Agreement and all other payments from Employer to Employee in the nature of compensationas Employee would have been in if the Excise Tax had never been enacted. In furtherance of such indemnification, Employer shall pay to Employee a payment(the “Gross-Up Payment”) in an amount such that, after payment by Employee of all taxes, including income taxes and the Excise Tax imposed on the Gross-Up Payment and any interest or penalties (other than interest and penalties imposed by reason of Employee’s failure to file timely tax returns or to pay taxesshown due on such returns and any tax liability, including interest and penalties, unrelated to the Excise Tax or the Gross-Up Amount), Employee shall beplaced in the same tax position with respect to the Severance Payment under this Plan and all other payments from Employer to Employee in the nature ofcompensation as Employee would have been in if the Excise Tax had never been enacted. When Employer pays Employee’s Severance Payment, it shall alsopay to Employee a Gross-Up Payment for the Severance Payment and any other payments in the nature of compensation that Employer determines are “excessparachute payments” under Section 280G(b)(1) of the Code (“Excess Parachute Payments”). If, through a determination of the Internal Revenue Service or anystate or local taxing authority (a “Taxing Authority”), or a judgment of any court, Employee becomes liable for an amount of Excise Tax not covered by theGross-Up Payment payable pursuant to the preceding sentence, Employer shall pay Employee an additional Gross-Up Payment to make Employee whole forsuch additional Excise Tax; provided, however, that, pursuant to Section (c) of this Exhibit 1, Employer shall have the right to require Employee to protest,contest, or appeal any such determination or judgment. For purposes of this Exhibit 1, any amount that Employer is required to withhold under Sections 3402or 4999 of the Code or under any other provision of law shall be deemed to have been paid to Employee.(b) Upon payment to Employee of a Gross-Up Payment, Employer shall provide Employee with a written statement showing Employer’s computation ofsuch Gross-Up Payment and the Excess Parachute Payments and Excise Tax to which it relates, and setting forth Employer’s determination of the amount ofgross income Employee is required to recognize as a result of such payments and Employee’s liability for the Excise Tax. Employee shall cause his or herfederal, state, and local income tax returns for the period in which Employee receive such Gross-Up Payment to be prepared and filed in accordance with suchstatement, and, upon such filing, Employee shall certify in writing to Employer that such returns have been so prepared and filed. Notwithstanding theprovisions of Section (a) of this Exhibit 1, Employer shall not be obligated to indemnify Employee from and against any tax liability, cost or expense 17(including, without limitation, any liability for the Excise Tax or attorney’s fees or costs) to the extent such tax liability, cost or expense is attributable to yourfailure to comply with the provisions of this Section (b).(c) If any controversy arises between Employee and a Taxing Authority with respect to the treatment on any return of the Gross-Up Amount, or of anypayment Employee receives from Employer as an Excess Parachute Payment, or with respect to any return which a Taxing Authority asserts should show anExcess Parachute Payment, including, without limitation, any audit, protest to an appeals authority of a Taxing Authority or litigation (a “Controversy”),Employer shall have the right to participate with Employee in the handling of such Controversy. Employer shall have the right, solely with respect to aControversy, to direct Employee to protest or contest any proposed adjustment or deficiency, initiate an appeals procedure within any Taxing Authority,commence any judicial proceeding, make any settlement agreement, or file a claim for refund of tax, and Employee shall not take any of such steps withoutthe prior written approval of Employer, which Employer shall not unreasonably withhold. If Employer so elects, Employee shall be represented in anyControversy by attorneys, accountants, and other advisors selected by Employer, and Employer shall pay the fees, costs and expenses of such attorneys,accountants, or advisors, and any tax liability Employee may incur as a result of such payment. Employee shall promptly notify Employer of anycommunication with a Taxing Authority, and Employee shall promptly furnish to Employer copies of any written correspondence, notices, or documentsreceived from a Taxing Authority relating to a Controversy. Employee shall cooperate fully with Employer in the handling of any Controversy by furnishingEmployer any information or documentation relating to or bearing upon the Controversy; provided, however, that Employee shall not be obligated to furnish toEmployer copies of any portion of his or her tax returns which do not bear upon, and are not affected by, the Controversy.(d) Employee shall pay over to Employer, within ten (10) days after receipt thereof, any refund Employee receive from any Taxing Authority of all orany portion of the Gross-Up Payment or the Excise Tax, together with any interest Employee receive from such Taxing Authority on such refund. For purposesof this Section (d), a reduction in Employee’s tax liability attributable to the previous payment of the Gross-Up Amount or the Excise Tax shall be deemed to bea refund. If Employee would have received a refund of all or any portion of the Gross-Up Payment or the Excise Tax, except that a Taxing Authority offset theamount of such refund against other tax liabilities, interest, or penalties, Employee shall pay the amount of such offset over to Employer, together with theamount of interest Employee would have received from the Taxing Authority if such offset had been an actual refund, within ten (10) days after receipt ofnotice from the Taxing Authority of such offset. 18Exhibit 10.1.6.1FIRST AMENDMENT TO EMPLOYMENT AGREEMENTThis First Amendment to Employment Agreement (this “First Amendment”) is made this 26th day of March, 2008, effective March 18, 2008 (the“Effective Date”), by and between Wynn Resorts, Limited (“Employer”) and John Strzemp (“Employee”).RecitalsWhereas, Employer and Employee are party to that certain Employment Agreement dated as of August 31, 2005 (the “Existing Agreement”); andWhereas, Employer and Employee have agreed to modify the Existing Agreement as set forth herein.Now therefore, for and in consideration of the foregoing recitals, and in consideration of the mutual covenants, agreements, understandings, undertakings,representations, warranties and promises hereinafter set forth, and intending to be legally bound thereby, Employer and Employee agree as follows: 1.Promotion. As of the Effective Date, Employee has been promoted to Executive Vice President and Chief Administrative Officer of Employer andSection 4 of the Existing Agreement is modified to reflect such change. 2.Term. Section 6 of the Existing Agreement is modified to provide that the Term shall be extended until March 31, 2009. 3.Bonus Compensation. Employer has agreed that Employee shall continue his participation in Employer’s Annual Performance Based IncentivePlan for 2008. 4.Ratification. Other than as modified hereby, the terms and conditions of the Existing Agreement are ratified and confirmed.In witness whereof, the parties have executed and delivered this First Amendment effective on the Effective Date. Wynn Resorts, Limited EmployeeBy: /s/ Marc D. Schorr /s/ John StrzempName: Marc D. Schorr John StrzempTitle: Chief Operating Officer Exhibit 10.1.6.2SECOND AMENDMENT TOEMPLOYMENT AGREEMENTThis SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into as of the 31 day of December,2008, by and between Wynn Resorts, Limited (“Employer”) and John Strzemp (“Employee”). Capitalized terms that are not defined herein shall have themeanings ascribed to them in the Agreement (as defined below).RECITALSWHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of August 31, 2005, as amended by that certainFirst Amendment to Employment Agreement dated as of March 26, 2008, effective March 18, 2008 (collectively, the “Agreement”); andWHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forth herein;NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in thisAmendment, the parties hereto agree as follows:1. Termination of Affiliate Positions. Concurrent with Employee’s resignation from Employer or upon expiration or termination of the Agreement,Employee agrees to resign, and shall be deemed to have resigned, all other positions and Board of Director memberships that Employee may have heldimmediately prior to Employee’s resignation from Employer or expiration or termination of the Agreement.2. Section 409A Provision. Notwithstanding any provision of the Agreement to the contrary, if, at the time of Employee’s termination of employmentwith the Employer, he or she is a “specified employee” as defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more of the paymentsor benefits received or to be received by Employee pursuant to the Agreement would constitute deferred compensation subject to Section 409A, no suchpayment or benefit will be provided under the Agreement until the earlier of: (a) the date that is six (6) months following Employee’s termination of employmentwith the Employer or (b) the Employee’s death. The provisions of this Section shall only apply to the extent required to avoid Employee’s incurrence of anypenalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of theAgreement would cause Employee to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgatedthereunder, the Employer may reform such provision to maintain the maximum extent practicable the original intent of the applicable provision withoutviolating the provisions of Section 409A of the Code.2. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein, and agree that nothing else in theAgreement shall be affected by this Second Amendment.IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of the date first written above. WYNN RESORTS, LIMITED EMPLOYEEBy: /s/ Marc D. Schorr /s/ John Strzemp Marc D. Schorr John Strzemp Chief Operating Officer Exhibit 10.1.6.3AMENDMENT TO EMPLOYMENT AGREEMENTThis Amendment to Employment Agreement is by and between John Strzemp (“Employee”) and Wynn Resorts, Limited (“Employer”).WHEREAS, Employee and Employer have entered into that certain Employment Agreement, dated as of August 31, 2005, as amended (the “EmploymentAgreement”);WHEREAS, due to the ongoing negative economic climate, Employee and Employer desire to amend the Employment Agreement in order to assist Employer tomaintain business stability thereby preserving Employee’s employment.NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1.Amendment to Base Salary. Effective February 16, 2009, the term “Base Salary” shall be mean $510,000 per annum 2.Other Provisions of Agreement. The parties acknowledge that the Employment Agreement is being modified only as stated herein, and agree thatnothing else in the Employment Agreement shall be affected by this Amendment.IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date below. WYNN RESORTS, LIMITED EMPLOYEE /s/ Matt Maddox /s/ John Strzemp John StrzempBy: Matt Maddox Date: 2/12/09Its: CFO & Treasurer Exhibit 10.1.6.4FOURTH AMENDMENT TOEMPLOYMENT AGREEMENTThis FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Fourth Amendment”) is entered into on March 23, 2009, by andbetween Wynn Resorts, Limited (“Employer”) and John Strzemp (“Employee”). Capitalized terms that are not defined herein shall have the meaningsascribed to them in the Agreement (as defined below).RECITALSWHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of August 31, 2005, as amended by that certainFirst Amendment to Employment Agreement, dated as of March 26, 2008, as further amended by that certain Second Amendment to Employment Agreement,dated as of December 31, 2008, and as further amended by that certain Amendment to Employment Agreement, dated February 12, 2009 (collectively, the“Agreement”); andWHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forth herein;NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in thisAmendment, the parties hereto agree as follows:1. Term. Section 6 of the Agreement is amended to provide that the Term shall expire on March 31, 2013.2. Base Salary. Section 8(a) of the Agreement is amended to provide that effective March 6, 2009, Base Salary paid to Employee shall be Six HundredFifty Thousand Dollars ($650,000) per annum.3. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein, and agree that nothing else in theAgreement shall be affected by this Fourth Amendment.IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed as of the date first written above. WYNN RESORTS, LIMITED EMPLOYEEBy: /s/ Marc D. Schorr /s/ John Strzemp Marc D. Schorr John Strzemp Chief Operating Officer Exhibit 10.1.6.5FIFTH AMENDMENT TOEMPLOYMENT AGREEMENTThis FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Fifth Amendment”) is entered into on February 25, 2013, by and betweenWynn Resorts, Limited (“Employer”) and John Strzemp (“Employee”). Capitalized terms that are not defined herein shall have the meanings ascribed tothem in the Agreement (as defined below).RECITALSWHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of August 31, 2005, as amended (collectively, the“Agreement”); andWHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forth herein;NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in thisAmendment, the parties hereto agree as follows:1. Term. Section 6 of the Agreement is amended to provide that the Term shall expire on March 31, 2017.2. Base Salary. Section 8(a) of the Agreement is amended to provide that effective February 21, 2013, Base Salary paid to Employee shall be SevenHundred Fifty Thousand Dollars ($750,000) per annum.3. Equity Grant. The Compensation Committee of the Board of Directors of Wynn Resorts, Limited has approved that Employee be granted 25,000shares of restricted stock of Wynn Resorts, Limited common stock pursuant to the Wynn Resorts, Limited 2002 Stock Incentive Plan. Such grant of restrictedstock shall vest in accordance with the following schedule: a.2,500 shares on February 21, 2014, b.2,500 shares on February 21, 2015, c.2,500 shares on February 21, 2016 and d.17,500 shares on February 21, 2017.Employee and Employer shall enter into a separate restricted stock agreement setting forth all the terms and conditions of the restricted stock grant.4. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein, and agree that nothing else in theAgreement shall be affected by this Fourth Amendment.IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be executed as of the date first written above. WYNN RESORTS, LIMITED EMPLOYEEBy: /s/ Marc D. Schorr /s/ John Strzemp Marc D. Schorr John Strzemp Chief Operating Officer Exhibit 10.1.6.6SIXTH AMENDMENT TOEMPLOYMENT AGREEMENTThis SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Sixth Amendment”) is entered into on September 10, 2013, by and betweenWynn Resorts, Limited (“Employer”) and John Strzemp (“Employee”). Capitalized terms that are not defined herein shall have the meanings ascribed tothem in the Agreement (as defined below).RECITALSWHEREAS, Employer and Employee have entered into that certain Employment Agreement, dated as of August 31, 2005, as amended (collectively, the“Agreement”); andWHEREAS, Employer is willing and Employee desires to modify certain terms and conditions to the Agreement as more fully set forth herein;NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in thisAmendment, the parties hereto agree as follows:FCPA COMPLIANCE. Employer advises Employee that the United States Foreign Corrupt Practices Act (“FCPA”) prohibits offering, providing, orpromising anything of value (including money, preferential treatment, and any other sort of advantage), either directly or indirectly, by a United Statescompany, or any of its employees, subsidiaries, affiliates, or agents, to an official of a foreign government, a foreign political party, party official, orcandidate for foreign political office (or any family members of any of these real persons), for the purposes of influencing an act or decision in thatindividual’s official capacity, or inducing the official to use his or her influence with the foreign government to assist the United States company, itssubsidiaries or affiliates, or anyone else, in obtaining or retaining business. Employee understands that Employee may not directly or indirectly offer,promise, grant, or authorize the giving of money or anything else of value to a government official to influence official action or obtain an improper advantage.Employee understands that these legal restrictions apply fully to Employee with regard to Employee’s activities in the course of or in relation to Employee’semployment with Employer, regardless of Employee’s physical location. Employee represents and warrants that Employee will act in accordance with allapplicable laws regarding anti-corruption, including the FCPA, the U.K. Bribery Act, and all other state, federal, and international laws related to anti-corruption. Employee agrees that he or she will not take any action which would cause Employer to be in violation of the FCPA or any other applicable anti-corruption law, regulation, or Company policy or procedure. Employee further represents and warrants that Employee will know and understand, and act inaccordance with, all Company policies and procedures related to anti-corruption and business conduct. Employee agrees to attend mandatory compliancetraining. Employee undertakes to duly notify Employer if Employee becomes aware of any such violation of Company policies or procedures, or any otherviolation of law, committed by Employee or any other person or entity, and to indemnify Employer for any losses, damages, fines, and/or penalties whichEmployer may suffer or incur arising out of or incidental to any such violation committed by Employee.Employee also represents and warrants that Employee will disclose to the Employer if Employee or any member of Employee’s family is an official of aforeign government or foreign political party, or is a candidate for foreign political office.In case of breach of this provision, the Employer may suspend or terminate this Agreement at any time without notice or indemnity.1. Other Provisions of Agreement. The parties acknowledge that the Agreement is being modified only as stated herein, and agree that nothing else in theAgreement shall be affected by this Fourth Amendment.IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be executed as of the date first written above. WYNN RESORTS, LIMITED EMPLOYEEBy: /s/ Matt Maddox /s/ John Strzemp Matt Maddox John Strzemp Chief Financial Officer Exhibit 21.1SUBSIDIARIES OF WYNN RESORTS, LIMITEDRambas Marketing Co., LLCWynn International Marketing, Ltd (an Isle of Man limited liabilitycompany)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, LLCWynn IG, LLCWynn Vacations, LLCWynn Aircraft, LLC.Asia Development, LLC.Development Associates, LLCWynn MA, LLCWorldwide Wynn, LLCNV Realty Associates, LLCWynn Design & Development, LLCWynn PA, Inc.Everett Property, LLCWynn Golf, LLCWynn Koval, LLCWynn Resorts Development, 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 and a 72.3% owned 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)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 Holdings, LLCWynn Las Vegas, LLCLas Vegas Jet, LLCWorld Travel, LLCWynn Las Vegas Capital Corp.Wynn Show Performers, LLCWynn Sunrise, LLCKevyn, LLCPW automotive, LLC (a Delaware Limited Liability Company and 50% owned joint venture)Wynn Interactive Management, LLCWynn Interactive, LLCWynn North Asia, LLCAll 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 Statements No. 333-168323 and No. 333-100891 on Form S-8 and Registration Statement No. 333-192483 on Form S-3 of our reports dated February 28, 2014 with respect to the consolidated financial statements and schedules of Wynn Resorts, Limited andthe effectiveness of internal control over financial reporting of Wynn Resorts, Limited, included in this Annual Report on Form 10-K for the year endedDecember 31, 2013./s/ Ernst & Young LLPLas Vegas, NevadaFebruary 28, 2014Exhibit 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 28, 2014 /s/ Stephen A. Wynn Stephen 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 28, 2014 /s/ Matt Maddox Matt Maddox President and Chief Financial Officer(Principal Financial and Accounting 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, 2013 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 28, 2014 /s/ Matt MaddoxName: Matt MaddoxTitle: President and Chief Financial Officer (PrincipalFinancial and Accounting Officer)Date: February 28, 2014A 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