Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

49K characters. Original on sec.gov · Markdown

| --- | --- |

(a)1. The following consolidated financial statements of the Company are filed as part of this report under Item 8—“Financial Statements and Supplementary 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 Accounts

We have omitted all other financial statement schedules because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.

SCHEDULE 1—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

WYNN 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.

WYNN 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.

WYNN 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.

WYNN RESORTS, LIMITED

(Parent Company Only)

NOTES TO CONDENSED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying condensed financial statements include only the accounts of Wynn Resorts, Limited (the “Company”). Investments in the Company’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 generally accepted in the United States of America have been condensed or omitted since this information is included in the Company’s consolidated financial statements included elsewhere in this Form 10-K.

2. Commitments and Contingencies

The 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 significantly restrict certain of the Company’s key subsidiaries holding a majority of the consolidated group’s total assets, including Wynn Las Vegas, LLC, from making dividends or distributions to the Company, subject to certain exceptions for affiliated overhead expenses as defined in the agreements governing Wynn Las Vegas, LLC’s debt instruments, unless certain financial and non-financial criteria have been satisfied. In addition, the terms of the loan agreement of Wynn Resorts (Macau) S.A. contain similar restrictions. The Company received cash dividends of $840.9 million, $700 million and $578.3 million from its subsidiaries during the years ended December 31, 2013, 2012 and 2011, respectively.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(In thousands)


Description	Balance at Beginning of Year		Provisions for Doubtful Accounts		Write-offs, Net of Recoveries			Balance at End 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 at Beginning of Year		Additions		Deductions			Balance at End 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

(a)3. Exhibits

Exhibits that are not filed herewith have been previously filed with the SEC and are incorporated herein by reference.


Exhibit No.		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 therein and 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 forth therein 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 and U.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 forth therein 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 Guarantors name 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 the U.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 named therein 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)



*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, as Employee.(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 Kim Sinatra.(29)

*10.1.6.0		John Strzemp Employment Agreement, dated August 31, 2005 by and between Wynn 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 John Strzemp.(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)



*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 John Strzemp.(46)

*10.1.6.6		Sixth Amendment to Employment Agreement, dated as of September 10, 2013 by and between Wynn Resorts, Limited and John Strzemp.(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 Aruze USA, 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 Chi Seng 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, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of Portuguese version 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 of Concession 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 and Portuguese).(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, Limited and Wynn Las Vegas, LLC.(7)



10.6.1.0		Common Terms Agreement, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A., certain financial institutions as Hotel Facility Lenders, Project Facility Lenders and Revolving Credit Facility Lenders, Deutsche Bank AG, Hong Kong Branch and Societe Generale Asia Limited as Global Coordinating Lead Arrangers and Societe Generale Asia Limited as Hotel Facility Agent, Project Facility Agent, Intercreditor Agent and Security Agent.(4)

10.6.1.1		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 Hedging Counterparties, Bank of America Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch and Societe Generale Asia Limited as Global Coordinating Lead Arrangers, Societe Generale Asia Limited as Hotel Facility Agent and Project Facility Agent, Societe Generale Asia Limited 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 financial institutions as Hotel Facility Lenders, Project Facility Lenders, and Revolving Credit Facility Lenders, Banc of America Securities Asia Limited, Deutsche Bank A.G. Hong Kong Branch, and Societe Generale Asia Limited as Global Lead Arrangers and Societe Generale Asia Limited 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. as the 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 Hotel Facility 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 Generale Asia 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 China Limited 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 Project Facility 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 Generale Asia Limited as Project Facility Agent, and certain financial institutions as Project Facility Lenders.(10)



10.6.4.0		Revolving Credit Facility Agreement, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A. and the several Revolving Credit Facility 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. as Company 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, and certain 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 as Original First Ranking Lenders, Banco Nacional Ultramarino, S.A. as Second Ranking Finance Party, Wynn Group Asia, Inc. as Third Ranking Finance Party, Societe Generale -Hong Kong Branch as Security Agent, Societe Generale Asia Limited as Intercreditor Agent and Hotel 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, Banco Nacional Ultramarino, S.A. as Second Ranking Finance Party, Wynn Group Asia, Inc. as Third Ranking Finance Party, Societe Generale Asia Limited as Security Agent, Societe Generale Asia Limited as Intercreditor Agent , Societe Generale Asia Limited as Hotel Facility Agent and 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 Security Agent.(4)

10.6.8.0		Wynn Resorts Support Agreement, dated September 14, 2004 between Wynn Resorts, Limited, Wynn Resorts (Macau), S.A. and Societe Generale, 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 Societe Generale, 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 Nacional Ultramarino.(4)

10.6.11		Sponsors’ Subordination Deed, dated September 14, 2004 between Wynn Resorts (Macau), S.A., Wynn Group Asia, Inc., Wynn Resorts International, 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, Deutsche Bank Trust Company Americas, as the initial Bank Agent, and Deutsche Bank Trust Company America, as the initial Disbursement Agent.(13)



10.7.1		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 initial Disbursement Agent.(11)

10.7.2		Second Amendment to Amended and Restated Master Disbursement Agreement, dated as of November 6, 2007, by and among Wynn Las Vegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as the Disbursement Agent.(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 Disbursement Agent.(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 Disbursement Agent.(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 Disbursement Agent.(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 Disbursement Agent.(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 and Stephen 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 and Stephen 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, Wynn Gallery, 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 Las Vegas, 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 Association and 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 Stephen A. 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 and Stephen 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 Marc Schorr.(29)



10.9.3.2		Amendment No. 2 to Aircraft Time Sharing Agreement, entered into as of October 31, 2009, by and between Las Vegas Jet, LLC and Marc Schorr.(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 Fund on behalf of the Baron Asset Fund Series, Baron Asset Fund on behalf of the Baron Growth Fund Series, Kenneth R. Wynn Family Trust dated 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 Las Vegas 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 Las Vegas Capital Corp., and those subsidiaries of Wynn Las Vegas, LLC listed on Exhibit A hereto in favor of Deutsche Bank Trust Company Americas, 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, Wynn Show Performers, LLC, Wynn Golf, LLC, Las Vegas Jet, LLC, World Travel, LLC, Wynn Sunrise, LLC, Kevyn, LLC, Deutsche Bank Securities 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 the SEC on February 28, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011, (ii) the Consolidated Balance Sheets at December 31, 2013 and December 31 2012, (iii) the Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011, (iv) the Consolidated Statements of Stockholders’ Equity at December 31, 2013, 2012 and 2011, (v) the Consolidated Statements of Comprehensive Income and (vi) Notes to Consolidated 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).

(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.

(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

SIGNATURES

Pursuant 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 its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Stephen A. Wynn Stephen A. Wynn	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	February 28, 2014

/s/ John Hagenbuch John 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

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

WYNN RESORTS, LIMITED

Dated: February 28, 2014

/s/ Stephen A. Wynn

Stephen A. Wynn

Chairman of the Board and Chief Executive Officer (Principal Executive Officer)