Wynn Resorts (WYNN) 10-K risk factor changes: FY2014 vs FY2013

[removed: Risks] [added: Risks] Related to our [removed: Business][added: Business]

[removed: _The] [added: The] loss of Stephen A.

Wynn could significantly harm our [removed: business._][added: business.]

Mr. Wynn’s employment agreement expires in October [removed: 2020.][added: 2022.]

However, we cannot assure you that Mr. Wynn will remain with Wynn [removed: Resorts, Limited.][added: Resorts.]

[removed: _Visitation] [added: Visitation] to Macau may decline due to economic disruptions in mainland [removed: China as well as increased] [added: China,] restrictions on visitations to Macau from citizens of mainland [removed: China._][added: China and the anti-corruption campaign.]

In addition, [added: policies adopted from time to time by the Chinese government, including] any travel restrictions imposed by China on its citizens [added: such as restrictions imposed on exit visas granted to residents of mainland China for travel to Macau,] could disrupt the number of visitors from mainland China to our property.

The [removed: resulting] [added: overall effect of the campaign and monetary transfer restrictions may result in] decreased visitation [removed: would] [added: and] negatively affect our revenues and results of operations.

[removed: _Potential] [added: Potential] violations of law by Mr. Okada (former director and formerly the largest beneficial owner of our shares) and his affiliates could have adverse consequences to the [removed: Company._][added: Company.]

See Item 3—“Legal Proceedings” and Item 8—“Financial Statements and Supplementary Data”, Note [removed: 16] [added: 17] “Commitments and Contingencies.” The Company has provided the Freeh Report to applicable regulators and has been cooperating with related investigations of such regulators.

[added: Mr.] Okada and his affiliates have challenged the redemption of [removed: Aruze USA, Inc.’s] [added: Aruze’s] Shares.

An adverse judgment or settlement resulting from the related litigation could reduce our profits or limit our ability to operate our [removed: business._][added: business.]

On February 18, 2012, after receiving the Freeh Report, the Board of Directors of Wynn Resorts determined that [removed: Aruze USA, Inc., Universal Entertainment Corporation and Mr. Kazuo Okada (collectively,] the [removed: “Okada Parties”)] [added: Okada Parties] were “unsuitable” within the meaning of Article VII of Wynn Resorts’ articles of incorporation and redeemed all of [removed: Aruze USA, Inc.’s] [added: Aruze’s] shares of Wynn Resorts’ common stock.

See Item 3—“Legal Proceedings” and Item 8—“Financial Statements and Supplementary Data”, Note [removed: 16] [added: 17] “Commitments and Contingencies”.

[removed: The Company is seeking compensatory and special damages as well as a declaration that it acted lawfully and in full compliance with its articles of incorporation, bylaws and other governing documents in redeeming and cancelling the shares of Aruze, USA, Inc.] On March 12, 2012, the Okada Parties filed an answer denying the claims and a counterclaim (as amended, the “Counterclaim”) against the Company, each of the members of the Company’s Board of Directors (other than Mr. Okada) and Wynn Resorts’ General Counsel (collectively, the “Wynn Parties”), seeking, among other things a declaration that the redemption of [removed: Aruze USA, Inc.’s] [added: Aruze’s] shares was void, an injunction restoring [removed: Aruze USA, Inc.’s] [added: Aruze’s] share ownership, damages in an unspecified amount and rescission of the Amended and Restated Stockholders Agreement, dated as of January 6, 2010, by and among [removed: Aruze USA, Inc.,] [added: Aruze,] Stephen A.

[removed: Wynn,] [added: Under the Stockholders Agreement, Mr. Wynn] and Elaine [removed: Wynn (the “Stockholders Agreement”).][added: P.]

In connection with the Redemption Action and Counterclaim (1) various Okada Parties filed a complaint in the Tokyo District Court against the Company, all members of the Board [added: of Directors] (other than Mr. Okada) and the Company’s General Counsel alleging that the press release issued by the Company in connection with the Redemption Action has damaged their social evaluation and credibility and seeking damages and legal fees, (2) four federal derivative actions were commenced against the Company and all members of its Board of Directors, (3) two state derivative actions were commenced against the Company and all members of its Board of Directors and (4) regulatory inquiries and investigations were initiated against the Company.

The Company is vigorously pursuing its claims against the Okada Parties, and together with the other counter-defendants, vigorously defending against the [removed: Counterclaims] [added: Counterclaim] and other actions asserted against them.

[removed: _Change] [added: Change] in valuation of our Redemption Price Promissory Note could have a negative impact on our results of [removed: operations._][added: operations.]

In connection with the redemption of the shares previously held by [removed: Aruze USA, Inc.,] [added: Aruze,] we recorded the fair value of the Redemption Note of approximately $1.94 billion in accordance with applicable accounting guidance.

[removed: Considerations for the redemption assumptions included the stated maturity of the Redemption Note, uncertainty of the related cash flows as well as potential effects of the following: uncertainties surrounding the potential outcome and timing of] pending litigation with the Okada Parties (see Item 8—“Financial Statements and Supplementary Data”, Note [removed: 16—“Commitments] [added: 17 “Commitments] and Contingencies”); the outcome of on-going investigations of Aruze [removed: USA, Inc.] by the United States Attorney’s Office, the U.S. Department of Justice and [removed: by] the Nevada Gaming Control Board; and other potential legal and regulatory actions.

In determination of the appropriate discount rate to be used in the estimated present value, the Redemption Note’s subordinated position relative to all other debt in our capital structure and credit ratings associated [added: with] our traded debt were considered.

[removed: _Ongoing] [added: Ongoing] litigation and other disputes with Mr. Okada and certain of his affiliates could distract management and result in negative publicity and additional scrutiny of [removed: regulators._][added: 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 [removed: Board’s] [added: Board of Director’s] unsuitability finding, the redemption of shares and related litigation.

[removed: _Any] [added: Any] violation of [removed: the Foreign Corrupt Practices Act or] applicable Anti-Money Laundering laws or regulations [added: or the Foreign Corrupt Practices Act] could [removed: have a negative impact on us._][added: adversely affect our business, performance, prospects, value, financial condition, and results of operations.]

We [removed: also] deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering [added: laws and] regulations.

Any violation of anti-money laundering laws or regulations [removed: by any of our resorts] could [removed: have a negative effect on] [added: adversely affect] our [added: business, performance, prospects, value, financial condition, and] results of operations.

We are [added: therefore] subject to regulations imposed by the FCPA and other anti-corruption laws that generally prohibit U.S. companies and their intermediaries from offering, promising, authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business.

Violations of the FCPA and other anti-corruption [removed: laws] [added: laws,] may result in severe criminal and civil sanctions as well as other penalties and the SEC and U.S. Department of Justice have increased their enforcement activities with respect [removed: to the FCPA.][added: such laws and regulations.]

If [added: we or] our directors, employees or agents fail to comply with applicable laws or Company policies governing our [removed: international] operations, the Company may face investigations, prosecutions and other legal proceedings and actions which could result in civil penalties, administrative remedies and criminal sanctions.

[removed: Kazuo Okada, one of our former directors,] [added: Mr. Okada] failed to comply with internal training in these matters and failed to return to [removed: the Company] [added: Wynn Resorts] an executed Acknowledgment agreeing to comply with the [removed: Company’s] [added: Wynn Resorts] Code of Business Conduct and Ethics.

For [removed: additional] information on [added: such complaint,] the Freeh Report, which detailed numerous instances of conduct constituting prima facie violations of [removed: the] FCPA by Mr. Okada and certain of his affiliates, and the redemption [removed: of Aruze USA, Inc.’s] [added: Aruze's] shares, see Item 8—“Financial Statements and Supplementary Data”, Note [removed: 16] [added: 17] “Commitments and [removed: 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 in connection with alleged violations of the FCPA.][added: Contingencies”.]

[removed: _Our] [added: Our] business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of downturns in the [removed: economy._][added: global economy.]

Consumer demand for [removed: hotel/casino] [added: casino/hotel] resorts, trade shows and conventions and for the type of luxury amenities that we offer is particularly sensitive to downturns in the [added: global] economy which adversely impact discretionary spending on leisure activities.

Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general [added: global] economic conditions, high unemployment, the housing foreclosure crisis, perceived or actual changes in disposable consumer income and wealth, an economic recession and changes in consumer confidence in the [added: global] economy, or fears of war and future acts of terrorism could reduce customer demand for the luxury amenities and leisure activities we offer, and may have a significant negative impact on our operating results.

[removed: _Our] [added: Our] casino, hotel, convention and other facilities face intense competition, which may increase in the [removed: future._][added: future.]

[removed: Resorts located on or near the] [added: In] Las [removed: Vegas Strip] [added: Vegas, we] compete with other Las Vegas Strip hotels and with other hotel casinos in Las Vegas on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment, theme and size, among other factors.

Wynn Las Vegas also competes with other [removed: hotel/casino] [added: casino/hotel] facilities in other cities.

The Macau government has had the ability to grant additional gaming [added: concessions since April 2009.]

[removed: _We] [added: 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 company with more operating [removed: properties._][added: properties.]

Furthermore, the Chinese government’s ongoing anti-corruption campaign has had an overall chilling effect on the behavior of Chinese consumers and their spending patterns both domestically and abroad.

The campaign has specifically led to tighter monetary transfer regulations, including real time monitoring of certain financial channels, which could disrupt the number of visitors and the amount of money they can bring from mainland China to Macau.

The Company is seeking compensatory and special damages as well as a declaration that it acted lawfully and in full compliance with its articles of incorporation, bylaws and other governing documents in redeeming and canceling the shares of Aruze.

Wynn (the “Stockholders Agreement”).

Considerations for the redemption assumptions included the stated maturity of the Redemption Note, uncertainty of the related cash flows as well as potential effects of the following: uncertainties surrounding the potential outcome and timing of

Recently, U.S. governmental authorities have evidenced an increased focus on the gaming industry and compliance with anti-money laundering laws and regulations.

The Company has been subject to governmental and regulatory inquiries about compliance with such laws and regulations and continues to cooperate with all such inquiries.

Further, we have operations, and a significant portion of our revenue is derived from customers, outside of the United States.

Any such government investigations, prosecutions or other legal proceedings or actions could adversely affect our business, performance, prospects, value, financial condition, and results of operations.

On February 19, 2012, Wynn Resorts’ filed a complaint in Nevada state court against Mr. Okada and other entities alleging, among other things, breach of fiduciary duty in connection with alleged violations of the FCPA.

Our Macau operations face intense competition with approximately 35 casinos currently operating in Macau.

Several of the current concessionaires and subconcessionaires are expected to open additional facilities in the Cotai area of Macau over the next few years.

The additional Cotai facilities currently with planned opening dates in 2015 and 2016 are expected to increase total hotel room inventory by over 40% and significantly increase other gaming and non-gaming offerings in Macau.

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We could encounter substantial cost increases higher than expected in the development of our projects.

We are currently constructing Wynn Palace, in the Cotai area of Macau, and in development of a Wynn resort in Massachusetts.

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| • | changes to plans and specifications; |

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| • | delays in obtaining or inability to obtain requisite licenses, permits and authorizations from regulatory authorities; |

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| • | changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, real estate development or construction projects; |

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##### [Table of Contents](#toc)

_Mr.

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.

Compliance with international and U.S. laws and regulations that apply to our international operations also increases our cost of doing business in foreign jurisdictions.

Any future government investigations, prosecutions or other legal proceedings or actions, however, could have a negative impact on us.

For a detailed description of the legal proceedings between the Company and Mr. Okada and his affiliates, see Item 3—“Legal Proceedings.”

Our Macau operations also face intense competition.

Currently there are 35 operating casinos in Macau.

concessions since April 2009.

Current concessionaries and subconcessionaires can open additional facilities.

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These projected development costs reflect our best estimates and the actual development costs may be higher than expected.

On February 18, 2012, the Board of Directors of Wynn Resorts received the Freeh Report.

Any disruption, compromise or loss of data or systems that results from a cybersecurity attack or breach could materially adversely impact, operations or regulatory compliance and could result in remedial expenses, fines, litigation, and loss of reputation, potentially impacting our financial results.

investigate and clean up hazardous or toxic substances or chemical releases at our property.

A significant portion of our revenue is derived from our Macau operations.

Exchange of Hong Kong Limited.

The Hong Kong dollar is linked to the U.S. dollar and the

Under the Amended and Restated Stockholders Agreement, dated as of January 6, 2010, by and among Stephen A.

Wynn and Aruze USA, Inc. (the “Amended and Restated Stockholders Agreement”), Mr. Wynn and Elaine P.

Restated Stockholders Agreement.

[removed: Overview][added: Overview]

We are a developer, owner and operator of destination casino [removed: resorts.][added: resorts (integrated resorts).]

In the Macau Special Administrative Region of the People’s Republic of China (“Macau”), we [removed: operate and] own [removed: 72.3%] [added: 72%] of [added: and operate] Wynn [removed: Macau, which opened on September 6, 2006.][added: Macau and Encore at Wynn Macau.]

We refer to the [removed: fully] integrated Wynn Macau and Encore at Wynn Macau resort as Wynn Macau | Encore or as our Macau Operations.

In Las Vegas, Nevada, we own [added: 100% of] and operate Wynn Las Vegas [removed: | Encore,] [added: and Encore at Wynn Las Vegas,] which we refer to as [added: Wynn Las Vegas | Encore or] our Las Vegas Operations.

We are [removed: developing] [added: currently constructing] Wynn Palace, [removed: a full-scale] [added: an integrated] casino resort in the Cotai area of Macau.

[removed: _Macau Operations_][added: Macau Operations]

In response to our evaluation of our Macau Operations and the reactions of our guests, we have made and expect to continue to make enhancements and refinements to [removed: this resort complex.][added: our resort.]

[removed: _Las] [added: Las] Vegas [removed: Operations_][added: Operations]

In response to our evaluation of our Las Vegas Operations and the reactions of our guests, we have and expect to continue to make enhancements and refinements to [removed: this resort complex.][added: our resort.]

[removed: _Future Development_][added: Future Development]

We are currently constructing Wynn [removed: Palace in the Cotai area of Macau, a full-scale] [added: Palace, an] integrated resort containing a [removed: 1,700-room] [added: 1,700\-room] hotel, performance lake, meeting space, casino, spa, retail offerings and food and beverage [removed: outlets.][added: outlets in the Cotai area of Macau.]

The total project budget, including construction costs, capitalized interest, pre-opening expenses, land costs and financing fees, is [removed: $4] [added: approximately $4.1] billion.

As of December 31, [removed: 2013,] [added: 2014,] we have invested [removed: $703.7 million] [added: approximately $1.8 billion] in the project.

[removed: Results] [added: Results] of [removed: Operations][added: Operations]

The [added: following] table [removed: below] presents [removed: our] net revenues [removed: (amounts in] [added: from our casino revenues and non-casino revenues (in] thousands).

| | [removed: | Years] [added: Years] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | |

| | [removed: | 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

[removed: |] Net [removed: Revenues: | | | | | | | | | | | | |][added: revenues]

| Macau Operations | [removed: |] $ | 4,040,526 | | | $ | 3,667,454 | | | [removed: $ | 3,789,073 |] [added: 10.2] |

| Las Vegas Operations | [removed: | |] 1,580,410 | | | | 1,486,830 | | | | [removed: 1,480,719 |] [added: 6.3] |

| | [removed: |] $ | 5,620,936 | | | $ | 5,154,284 | | | [removed: $ | 5,269,792 |] [added: 9.1] |

[removed: _Operating Measures_][added: Key Operating Measures]

Certain key operating [removed: statistics] [added: measures] specific to the gaming industry are included in our discussion of our operational performance for the periods for which a Consolidated Statement of Income is presented.

Below are definitions of these key operating [removed: statistics] [added: measures] discussed:

| [removed: |] • | [removed: |] Table games win is the amount of drop or turnover that is retained and recorded as casino revenue. |

| [removed: |] • | [removed: |] Drop is the amount of cash and net markers issued that are deposited in a gaming table’s drop box. |

| [removed: |] • | [removed: |] Turnover is the sum of all losing rolling chip wagers within our [removed: Wynn] Macau Operations’ VIP program. |

| [removed: |] • | [removed: |] Rolling chips are identifiable chips that are used to track turnover for purposes of calculating incentives. |

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

| [removed: |] • | [removed: |] Average [removed: Daily Rate] [added: daily rate] (“ADR”) is calculated by dividing total [removed: room] [added: rooms] revenue including the retail value of promotional allowances (less service charges, if any) by total rooms occupied including complimentary rooms. |

| [removed: |] • | [removed: |] Revenue per [removed: Available Room] [added: available room] (“REVPAR”) is calculated by dividing total [removed: room] [added: rooms] revenue including the retail value of promotional allowances (less service charges, if any) by total rooms available. |

| [removed: |] • | [removed: |] Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available. |

In our VIP casino in Macau, customers primarily purchase non-negotiable chips, commonly referred to as rolling chips, from the casino cage and there is no deposit into a gaming table drop box from chips purchased [added: from the cage.]

We expect our win as a percentage of turnover [added: in this segment] to be within the range of 2.7% to 3.0%.

The measurement base used in the [removed: general] [added: mass market] casino [added: in Macau] is not the same as [removed: what is] [added: that] used in the VIP casino.

In our [removed: general] [added: mass market] casino in Macau, customers may purchase 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 [removed: in] [added: into] the gaming table’s drop box.

This is the base of measurement that we use for calculating win percentage in our [removed: general] [added: mass market] casino.

We do not report an expected range for the win percentage in our [removed: general] [added: mass market] casino as chips purchased at the casino cage are excluded from table games drop and distort our expected win percentage.

In addition, we are developing an integrated casino resort in Everett, Massachusetts.

Our Macau integrated resort of Wynn Macau and Encore at Wynn Macau features approximately 284,000 square feet of casino space with 498 table games and 625 slot machines and two luxury hotel towers with a total of 1,008 spacious guest rooms and suites.

Wynn Macau | Encore includes casual and fine dining in eight restaurants, approximately 57,000 square feet of retail space, approximately 31,000 square feet of lounge and meeting facilities and recreation and leisure facilities.

In February 2015, we completed a renovation of approximately 27,000 square feet of our casino space at Wynn Macau into new VIP gaming rooms.

Our integrated Las Vegas resort of Wynn Las Vegas and Encore at Wynn Las Vegas features approximately 186,000 square feet of casino space with 232 table games, 1,849 slot machines and two luxury hotel towers with a total of 4,748 spacious guest rooms, suites and villas.

Wynn Las Vegas | Encore includes 34 food and beverage outlets, approximately 99,000 square feet of retail space, approximately 290,000 square feet of meeting and convention space, an on-site 18 hole golf course, a Ferrari and Maserati dealership, as well as two showrooms, three nightclubs and a beach club.

In July 2013, we signed a $2.6 billion GMP contract for the project's construction.

We expect to open Wynn Palace in the first half of 2016.

On September 17, 2014, the Massachusetts Gaming Commission designated Wynn MA, LLC, an indirect wholly owned subsidiary of the Company, the award winner of the Greater Boston (Region A) gaming license.

On November 4, 2014, a vote upheld the expanded gaming law in Massachusetts.

On November 7, 2014, the gaming license awarded to us became effective.

On January 2, 2015, we purchased 33 acres of land in Everett, Massachusetts, along the Mystic River.

On this land, we intend to develop and operate an integrated resort containing a hotel, restaurants, casino, spa, premium retail offerings, meeting and convention space and a waterfront boardwalk.

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Summary annual results

The following table summarizes our financial results for the periods presented (in thousands, except per share data).

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| Net revenues | $ | 5,433,661 | | | $ | 5,620,936 | | | $ | 5,154,284 | |

| Net income attributable to Wynn Resorts, Limited | $ | 731,554 | | | $ | 728,652 | | | $ | 502,036 | |

| Diluted net income per share | $ | 7.18 | | | $ | 7.17 | | | $ | 4.82 | |

During the year ended December 31, 2014, our net income attributable to Wynn Resorts, Limited was $731.6 million, an increase of 0.4% over the same period of 2013, resulting in diluted earnings per share of $7.18.

Adjusted Property EBITDA decreased year-over-year by 2.1%, from $1,810.8 million for the year ended December 31, 2013 to $1,773.3 million for the same period of 2014.

Our results for the year ended December 31, 2014 compared to the same period of 2013 were primarily attributable to a 5.8% decline in casino revenues from our Macau Operations offset by non-casino revenue growth from our Las Vegas Operations.

Although we experienced stable overall visitation to our Macau Operations, a significant slowdown in activity from our premium customers drove the decline in casino revenues.

During the year ended December 31, 2013, our net income attributable to Wynn Resorts, Limited was $728.7 million, an increase of 45.1% over the same period of 2012, resulting in diluted earnings per share of $7.17.

Adjusted Property EBITDA increased year-over-year by 14.9%, from $1,575.8 million for the year ended December 31, 2012 to $1,810.8 million for the same period of 2013.

The following table presents net revenues from our Macau and Las Vegas Operations (in thousands):

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On April 21, 2010, we opened Encore at Wynn Macau, a further expansion of Wynn Macau.

Our Resorts

The following table sets forth information about our resorts as of February 14, 2014:

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| | | Hotel Rooms & Suites | | | | Approximate Casino Square Footage | | | | Approximate Number of Table Games | | | | Approximate Number of Slots | | |

| Macau Operations | | | 1,008 | | | | 280,000 | | | | 493 | | | | 866 | |

| Las Vegas Operations | | | 4,748 | | | | 186,000 | | | | 230 | | | | 1,854 | |

We 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, sky casinos and a poker pit; |

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| | • | | 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. |

##### [Table of Contents](#toc)

During 2013, we made renovations to our spa, VIP gaming area and various other areas on our property.

Wynn Las Vegas | Encore is located at the intersection of the Las Vegas Strip and Sands Avenue, and occupies approximately 215 acres of land fronting the Las Vegas Strip.

In addition, we own approximately 18 acres across Sands Avenue, a portion of which is utilized for employee parking and an office building, 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 sky casino, 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.

We continue 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 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 Wynn Palace project.

The general 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 if certain conditions are satisfied under the GMP contract.

Both the contract time and guaranteed maximum price are subject to further adjustment under certain specified conditions.

The performance of the general contractor is backed by a full completion guarantee given by Leighton Holdings Limited, the parent company of the general contractor, as well as a performance bond for 5% of the guaranteed maximum price.

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 a gaming license in Massachusetts.

[removed: _Interest] [added: Interest] Rate [removed: Risks_][added: Risks]

[removed: See Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing Activities.”] We attempt to manage interest rate risk by managing the mix of long-term fixed rate borrowings and variable rate [removed: borrowings] [added: borrowings,] supplemented by hedging activities as believed by us to be appropriate.

The following table provides estimated future cash flow information derived from our best estimates of repayments at December 31, [removed: 2013] [added: 2014] of our expected long-term indebtedness and related weighted average interest rates by expected maturity dates.

As of December 31, [removed: 2013,] [added: 2014,] such rates remain at historic lows.

The one-month LIBOR and HIBOR rates at December 31, [removed: 2013] [added: 2014] of [removed: 0.1677%] [added: 0.17%] and [removed: 0.2100%,] [added: 0.24%,] respectively were used for all variable rate calculations in the table below.

The information is presented in U.S. dollar equivalents as [removed: applicable][added: applicable.]

| [removed: Years] [added: Years] Ending December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Expected] [added: Expected] Maturity [removed: Date] [added: Date] | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | [removed: 2014] [added: 2015] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2018] [added: 2019] | | | | [removed: Thereafter] [added: Thereafter] | | | | [removed: Total] [added: Total] | | |

| [removed: (in millions)] [added: (in millions)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Long-term debt:] [added: Long-term debt:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | [removed: 5,608] [added: 6,260] | | | $ | [removed: 5,608] [added: 6,260] | |

| Average interest rate | | [removed: |] — | [removed: %] | [added: %] | | — | [removed: %] | [added: %] | | — | [removed: %] | [added: %] | | — | [removed: %] | [added: %] | | — | [removed: %] | [added: %] | | 4.8 | [removed: %] | [added: %] | | 4.8 | [added: |] % |

| Average interest rate | | [added: —] | [removed: 1.4] | % | | [added: —] | [removed: 1.4] | % | | [added: 2.0] | [removed: 1.4] | % | | [added: 2.0] | [removed: 1.9] | % | | [added: —] | [removed: 2.0] | % | | [removed: |] — | [removed: %] | | | [removed: 1.9] [added: 2.0] | [added: |] % |

[removed: _Interest] [added: Interest] Rate Swap [removed: Information_][added: Information]

[removed: _Macau Operations_][added: Macau Operations]

[removed: Effective, September 28, 2012, we entered into two] [added: We currently have three] interest rate swap agreements intended to hedge a portion of the underlying interest rate risk on borrowings under [removed: the Amended] [added: our] Wynn Macau Credit Facilities.

Under [removed: the] two [added: of the] swap agreements, [removed: the Company pays] [added: we pay] 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 [removed: Amended] 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 of payment.

Under [removed: this] [added: the third] swap agreement, [removed: the Company pays] [added: we pay] a fixed interest rate (excluding the applicable interest margin) of [removed: 0.6763%] [added: 0.68%] on notional amounts corresponding to borrowings of $243.8 million incurred under the [removed: Amended] Wynn Macau Credit Facilities in exchange [removed: 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-in interest rate on such amounts at [removed: 2.4263%] [added: 2.43%] to [removed: 3.1763%.][added: 3.18%.]

As of December 31, [added: 2014 and] 2013, the interest rate swaps were recorded as an asset of [removed: $10.3] [added: $5.9] million and [added: $10.3 million, respectively, and] included in deposits and other assets.

The fair value approximates the amount we would pay [added: or receive] if these contracts were settled at the respective valuation dates.

[removed: _Las] [added: Las] Vegas [removed: Operations_][added: Operations]

In June 2012, we terminated our only Wynn Las [removed: Vegas] [added: Vegas, LLC] swap for a payment of $2.4 million.

[removed: _Other] [added: Other] Interest Rate Swap [removed: Information_][added: Information]

The following table provides information about our interest rate swaps, by contractual maturity dates, as of December 31, [removed: 2013] [added: 2014] and using estimated future LIBOR and HIBOR rates based upon implied forward rates in the yield curve.

| | | [removed: Years] [added: Years] Ending December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | [removed: Expected] [added: Expected] Maturity [removed: Date] [added: Date] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | [removed: (in millions)] [added: (in millions)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average notional amount | | $ | — | | | $ | — | | | $ | [removed: —] [added: 753] | | | $ | [removed: 753.0] [added: —] | | | $ | — | | | $ | — | | | $ | [removed: 753.0] [added: 753] | |

| Average pay rate | | [removed: |] — | [removed: %] | [added: %] | | — | [added: |] % | | [added: 0.71] | [removed: —] | % | | [added: —] | [removed: 0.71] | % | | [removed: |] — | [removed: %] | [added: %] | | — | [removed: %] | [added: %] | | 0.71 | [added: |] % |

| Average receive rate | | [removed: |] — | [removed: %] | [added: %] | | — | [added: |] % | | [added: 0.60] | [removed: —] | % | | [added: —] | [removed: 0.60] | % | | [removed: |] — | [removed: %] | [added: %] | | — | [removed: %] | [added: %] | | 0.60 | [added: |] % |

[removed: _Interest] [added: Interest] Rate [removed: Sensitivity_][added: Sensitivity]

As of December 31, [removed: 2013,] [added: 2014,] 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, [removed: 2013,] [added: 2014,] an assumed 1% change in the variable rates would cause our annual interest cost to change by [removed: $2.3] [added: $3.3] million.

[removed: _Foreign] [added: Foreign] Currency [removed: Risks_][added: Risks]

Also, if any of our Macau-related entities incur U.S. dollar-denominated debt, fluctuations in the exchange rates of the Macau pataca or the Hong Kong dollar, in relation to the U.S. dollar, could have adverse effects on Wynn Macau’s results of [removed: operations, financial condition, and ability to service its debt.]

Approximately [removed: 53%] [added: 18.7%] of our cash balances are denominated in foreign currencies, primarily the Hong Kong Dollar.

Based on our balances at December 31, [removed: 2013,] [added: 2014,] an assumed 1% change in the US dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of approximately [removed: $12.3] [added: $6.1] million.

| Variable rate | | $ | — | | | $ | — | | | $ | 509 | | | $ | 576 | | | $ | — | | | $ | — | | | $ | 1,085 | |

for receipts on the same amount at a variable rate based on the applicable LIBOR at the time of payment.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | 2015 | | | | 2016 | | | | 2017 | | | | 2018 | | | | 2019 | | | | Thereafter | | | | Total | | |

operations, financial condition, and ability to service its debt.

| Variable rate | | $ | 1.1 | | | $ | 1.4 | | | $ | 1.4 | | | $ | 405 | | | $ | 576 | | | $ | — | | | $ | 985 | |

##### [Table of Contents](#toc)

Effective October 31, 2012, we entered into a third interest rate swap agreement intended to hedge a portion of the underlying interest rate risk on borrowings under the Amended Wynn Macau Credit Facilities.

As of December 31, 2012, the interest rate swaps were recorded as a liability of $3.9 million and included in other long-term liabilities.

[removed: Overview][added: Overview]

Wynn Resorts, Limited, [removed: a Nevada corporation, was formed in June 2002, is] [added: ("Wynn Resorts", or together with its subsidiaries "we" or the "Company"),] led by Chairman and Chief Executive Officer, Stephen A.

Wynn [removed: Resorts, Limited] [added: Resorts] currently owns [removed: 72.3%] [added: 72%] of Wynn Macau, [removed: Limited] [added: Limited,] which operates [removed: a casino hotel] [added: an integrated] resort [removed: property] in the Macau Special Administrative Region of the People’s Republic of China (“Macau”).

We present [removed: our] [added: the operating] results [removed: based on] [added: of our two existing integrated resorts in] the following two segments: Macau Operations and Las Vegas Operations.

For more information on [removed: the financial results for] our segments, see Item 8—“Financial Statements and Supplementary Data”, Note [removed: 17] [added: 18] “Segment Information.”

[removed: Our Resorts][added: Our Resorts]

[removed: _Macau Operations_][added: Macau Operations]

[removed: Our Macau Operations feature 1,008 spacious guest rooms and suites, 493 table games, 866 slot machines and a poker pit in approximately 280,000 square 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] [added: | • | Approximately] 57,000 square feet of [added: high-end, brand-name] retail [removed: space featuring] [added: shopping, including stores and] boutiques [removed: from] [added: by] Bvlgari, Cartier, Chanel, Dior, Dunhill, Ermenegildo Zegna, Ferrari, Giorgio Armani, Graff, Gucci, Hermes, Hugo Boss, [removed: Jaeger-LeCoultre,] [added: Jaegar-LeCoultre,] Loro Piana, Louis Vuitton, Miu Miu, Piaget, Prada, [added: Richard Mille,] Roger Dubuis, Rolex, Tiffany, [removed: Tudor,] Vacheron Constantin, Van Cleef & Arpels, Versace, Vertu, and [removed: others.][added: others; |]

[removed: Our Macau Operations include a] [added: | • | Rotunda] show [removed: in the rotunda] featuring a Chinese zodiac-inspired ceiling along with gold [removed: “prosperity tree”] [added: "prosperity tree"] and [removed: “dragon] [added: "dragon] of [removed: fortune”] [added: fortune"] attractions. [added: |]

[removed: _Las] [added: Las] Vegas [removed: Operations_][added: Operations]

[removed: Our 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 in approximately 186,000 square feet of casino gaming space (including a sky casino and private gaming salons), casual and fine dining in 34 food and beverage outlets, two spas and salons, lounges, and approximately 96,000] [added: | • | Approximately 99,000] square feet of [added: high-end, brand-name] retail [removed: space featuring] [added: shopping, including stores and] boutiques [removed: from] [added: by] Alexander McQueen, Brioni, Cartier, Chanel, Chloé, Chopard, Dior, [added: Givenchy,] Graff, Hermes, IWC Schaffhausen, Jaeger-LeCoultre, Loro Piana, Louis Vuitton, Manolo Blahnik, Nicholas Kirkwood, Oscar de la Renta, Piaget, Rolex, Vertu and [removed: others.][added: others; |]

[removed: Construction] [added: Construction] and Development [removed: Opportunities][added: Opportunities]

In September 2011, Palo Real Estate Company Limited (“Palo”) and Wynn Resorts (Macau), S.A. (“Wynn [removed: Macau”),] [added: Macau SA”),] each an indirect subsidiary of Wynn Macau, Limited, formally accepted the terms and conditions of a [removed: draft] land concession contract from the Macau government for approximately 51 acres of land in the Cotai area of Macau.

The initial term of the [added: Cotai] land concession contract is 25 years from May 2, 2012, and it may be renewed with government approval for successive periods.

As of December 31, [removed: 2013,] [added: 2014,] the Company has recorded this obligation [removed: and related asset] with [removed: $29.3] [added: $30.8] million included as a current liability and [removed: $46.8] [added: $16.0] million included as a long-term liability.

On the land subject to the [added: Cotai] land [removed: concession discussed above,] [added: concession,] we are currently constructing Wynn Palace, [removed: a full-scale] [added: an] integrated resort containing a [removed: 1,700-room] [added: 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, [removed: is $4 billion.]

As of December 31, [removed: 2013,] [added: 2014,] we have invested [removed: $703.7 million] [added: $1.8 billion] in the project.

On July 29, 2013, Wynn Macau [added: SA] and Palo executed a guaranteed maximum price construction (“GMP”) contract with Leighton Contractors (Asia) Limited, acting as the general contractor.

[removed: Our Strategy][added: Our Strategy]

[removed: We 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 [removed: casino] resorts provides a distinct advantage over other gaming enterprises.

We also have an approximately [removed: 125-person] [added: 120-person] design, development and construction subsidiary, the senior management of which has significant experience in all major construction disciplines.

For the [removed: sixth] [added: seventh] consecutive year, Wynn Macau and The Spa at Wynn Macau received the Forbes five-star distinction, while Encore at Wynn Macau and the Spa at Encore at Wynn Macau received the Forbes five-star distinction for the [removed: second] [added: third] consecutive year.

For the [removed: eighth] [added: ninth] consecutive year, The Tower Suites at Wynn Las Vegas has received the Forbes five-star distinction.

The Spa at Wynn Las Vegas earned five-star recognition from Forbes for the [removed: sixth] [added: seventh] year in a row.

The Tower Suites at Encore [added: at Wynn Las Vegas] and the Spa at Encore [added: at Wynn Las Vegas] are also recipients of the Forbes five-star distinction.

In addition, a number of restaurants in our resorts have earned star-distinction from Forbes, with [removed: 38] [added: 51] stars in total for the current year.

[removed: Market] [added: Market] and [removed: Competition][added: Competition]

[removed: Macau][added: Macau]

[added: In 2002, the government of Macau ended a] 40 year monopoly of the conduct of gaming operations by conducting a competitive process resulting in the issuance of concessions to conduct gaming operations to three concessionaires (including Wynn Macau), who in turn were permitted, subject to the approval of the government of Macau, to each grant one subconcession, resulting in a total of six gaming concessionaires.

According to Macau Statistical Information, casinos in Macau, the largest gaming market in the world, generated approximately [removed: $45.2] [added: $44.1] billion in gaming revenue in [removed: 2013, an 18.6% increase over the approximately $38.1 billion generated in 2012, and] [added: 2014,] a [removed: significant increase over] [added: 2.6% decline from] the approximately [removed: $2.9] [added: $45.2] billion generated in [removed: 2002.][added: 2013.]

Tourist arrivals in [removed: 2013] [added: 2014] were [removed: 29.3] [added: 31.5] million, compared to [removed: 28.1] [added: 29.3] million in [removed: 2012.][added: 2013.]

As of December 31, [removed: 2013,] [added: 2014,] there were [removed: 27,764] [added: 27,904] hotel rooms, [removed: 5,750] [added: 5,711] table games and [removed: 13,106] [added: 13,018] slot machines in Macau, compared to 12,978 hotel rooms, 2,762 table games and 6,546 slot machines as of December 31, 2006.

According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, approximately 90% of the tourists who visited Macau in [removed: 2013] [added: 2014] came from Hong Kong, mainland China and Taiwan.

Wynn Macau faces competition from casinos located throughout [removed: Asia, as well as other major gaming centers located around] the world, including Singapore, Australia, [added: Philippines,] Las Vegas and cruise ships in Asia that offer gaming.

[removed: Las Vegas][added: Las Vegas]

During [removed: 2013,] [added: 2014,] the economic environment in the gaming and hotel markets in Las Vegas continued to improve with increased [removed: levels of gaming revenue] [added: visitation] and hotel room demand.

Our Las Vegas Operations also compete, to some extent, with other casino resorts [removed: in Nevada and] throughout the United States, and elsewhere in the world.

[removed: Geographic Data][added: Geographic Data]

Wynn, is a leading developer, owner and operator of destination casino resorts (integrated resorts) which integrate accommodations and amenities, including fine dining, premium retail offerings, distinctive entertainment and convention facilities.

Wynn Resorts also owns 100% of and operates an integrated resort in Las Vegas, Nevada.

We are currently constructing Wynn Palace, an integrated resort in the Cotai area of Macau, which we expect to open in the first half of 2016.

In November 2014, we were awarded a gaming license in Massachusetts and expect to develop and construct an integrated resort in Everett, Massachusetts.

Wynn Resorts, a Nevada corporation, was formed in 2002.

We refer to the integrated Wynn Macau and Encore at Wynn Macau resort as “Wynn Macau | Encore” or as our “Macau Operations.” We operate Wynn Macau | Encore under a 20-year casino concession agreement granted by the Macau government in June 2002.

See "Regulation and Licensing—Macau" for details on the casino concession agreement.

We lease from the Macau government an approximately 16 acre parcel of land in downtown Macau's inner harbor where Wynn Macau | Encore is located.

See "Item 2—Properties" for details on the land concession agreement.

Wynn Macau | Encore features the following as of February 13, 2015:

| | |

| • | Approximately 284,000 square feet of casino space offering 24-hour gaming and a full range of games with 498 table games and 625 slot machines, private gaming salons, sky casinos 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 31,000 square feet of space for lounges and meeting facilities; |

| | |

| --- | --- |

| • | Recreation and leisure facilities, including two health clubs, spas, a salon and a pool; and |

| | |

| --- | --- |

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

In February 2015, we completed the renovation of approximately 27,000 square feet of our casino space at Wynn Macau for new VIP gaming rooms.

We refer to the integrated Wynn Las Vegas and Encore at Wynn Las Vegas resort as “Wynn Las Vegas | Encore” or as our “Las Vegas Operations.” Wynn Las Vegas | Encore is located at the intersection of the Las Vegas Strip and Sands Avenue, and occupies approximately 215 acres of land fronting the Las Vegas Strip.

In addition, we own approximately 18 acres across Sands Avenue, a portion of which is utilized for employee parking and an office building, and approximately 5 acres adjacent to the golf course on which an office building is located.

Wynn Las Vegas | Encore features the following as of February 13, 2015:

| | |

| --- | --- |

| • | Approximately 186,000 square feet of casino space, offering 24-hour gaming and a full range of games with 232 table games and 1,849 slot machines, private gaming salons, a sky casino, 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; |

| | |

Wynn, and is a leading developer, owner and operator of destination casino resorts.

In Las Vegas, Nevada, we own and operate Wynn Las Vegas, which includes Encore at Wynn Las Vegas.

Unless the context otherwise requires, all references herein to “Wynn Resorts,” the “Company,” “we,” “us” or “our,” or similar terms, refer to Wynn Resorts, Limited and its consolidated subsidiaries.

We refer to the fully integrated Wynn Macau and Encore at Wynn Macau resort as “Wynn Macau | Encore” or as our “Macau Operations.” We believe that this resort offers exceptional accommodations, amenities and service.

We refer to 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 believe that this resort offers exceptional accommodations, amenities and service.

##### [Table of Contents](#toc)

Our Las Vegas Operations also offer three nightclubs, a beach club, a Ferrari and Maserati automobile dealership, wedding chapels, an 18-hole golf course, approximately 284,000 square feet of meeting space, a specially designed theater presenting “Le Rêve-The Dream,” 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.

In the ordinary course of our business, and as a market leader and innovator, we have made and continue to make certain enhancements and refinements to our resort complexes.

We continue to remain on schedule for an opening in the first half of 2016.

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 a gaming 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 with this project will require significant expenditure of Company funds.

In addition, we are exploring expansion opportunities in other international jurisdictions.

In 2002, the government of Macau ended a

While these gaming and hotel statistics have increased from prior year levels, uncertainty still exists in the Las Vegas market.

During 2012, the average daily 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 to the year ended December 31, 2011.

which have the force of law, relating to commissions paid to, and by, games promoters.

| --- | --- | --- | --- |

Las Vegas, LLC and to be registered by the Nevada Gaming Commission as an intermediary company.

misconduct by Aruze USA, Inc. (at the time a stockholder of Wynn Resorts), Universal Entertainment Corporation, Aruze USA, Inc.’s parent company, and Kazuo Okada, (the majority shareholder of Universal Entertainment Corporation and a former member of the Board of Directors of Wynn Resorts and Wynn Macau, Limited) (collectively, the “Okada Parties”).

holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities.

order by the Chairman of the Nevada State Gaming Control Board.

Commission.

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 primarily constituting a surname) is not eligible for registration unless the surname has acquired “secondary meaning.” Wynn Resorts has been successful in demonstrating 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 may nonetheless challenge our right to obtain registrations or our use of the marks and seek to overcome the presumptions afforded by such registrations.

These marks include many of the same marks filed with the United States PTO and include “WYNN MACAU,” “WYNN LAS VEGAS,” “WYNN PALACE” and “ENCORE.” Some of the applications are based upon ongoing use and others are based upon a bona fide intent to use the marks.

Forward-Looking Statements

| | • | | pending or future legal proceedings; |

| | • | | fluctuations in occupancy rates and average daily room rates; |

| | • | | uncertainties over the development and success of new gaming and resort properties; |

| | • | | new development and construction activities of competitors; |

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

| | • | | general global macroeconomic conditions; |

| | • | | the effect of environmental regulation on management and construction of projects; |

| | • | | the maintenance of our concession from the Macau government; |

| | • | | changes in U.S. laws regarding healthcare; |

For more information regarding the Company’s legal matters see Item 1A—“Risk Factors” and Item 8—“Financial Statements and Supplementary Data”, Note [removed: 16] [added: 17] “Commitments and Contingencies,” in this Annual Report on Form 10-K.

[removed: _Determination] [added: Determination] of Unsuitability and Redemption of Aruze [removed: USA, Inc.] and [removed: Affiliates_][added: Affiliates]

Mr. Okada denied the impropriety of such conduct to members of the Board of Directors of Wynn Resorts [removed: and] [added: and,] while serving as one of the Company’s [removed: directors] [added: directors,] Mr. Okada refused to acknowledge or abide by Wynn Resorts’ anti-bribery policies and refused to participate in the training all other directors [removed: have] received concerning these policies.

[removed: In addition, on] [added: On] February 18, 2012, Mr. Okada was removed from the Board of Directors of Wynn Las Vegas Capital Corp., an indirect wholly owned subsidiary of Wynn Resorts.

[removed: Additionally,] Mr. Okada resigned from the Board of Directors of Wynn Resorts on February 21, 2013.

Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed and [removed: cancelled Aruze USA, Inc.’s] [added: canceled Aruze's] 24,549,222 shares of Wynn Resorts’ common stock.

The Company engaged an independent financial advisor to assist in the fair value calculation and concluded that a discount to the then current trading price was appropriate because of, among other things, restrictions on most of the shares held by Aruze [removed: USA, Inc.] under the terms of the Stockholders Agreement (as defined below).

Pursuant to its articles of incorporation, Wynn Resorts issued the Redemption Note to Aruze [removed: USA, Inc.] in redemption of the shares.

The Redemption Note has a principal amount of $1.94 billion, matures on February 18, [removed: 2022] [added: 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.

[removed: _Redemption] [added: Redemption] Action and [removed: Counterclaim_][added: Counterclaim]

The Company is seeking compensatory and special damages as well as a declaration that it acted lawfully and in full compliance with its articles of incorporation, bylaws and other governing documents in redeeming and [removed: cancelling] [added: canceling] the shares of [removed: Aruze, USA, Inc.][added: Aruze.]

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 [removed: Company, each of the members of the Company’s Board of Directors (other than Mr. Okada)] [added: Company] and [added: the] Wynn [removed: Resorts’ General Counsel (the “Wynn Parties”).][added: Parties.]

The Counterclaim alleges, among other things: (1) that the shares of Wynn Resorts common stock owned by Aruze [removed: 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 [removed: Aruze USA, Inc.’s] [added: Aruze’s] shares acted at the direction of Stephen A.

Wynn and did not independently and objectively evaluate the Okada Parties’ suitability, and by so doing, breached their fiduciary duties; (3) that the Wynn Resorts directors violated the terms of the Wynn Resorts Articles by failing to pay Aruze [removed: USA, Inc.] fair value for the redeemed shares; and (4) that the terms of the Redemption Note that Aruze [removed: USA, Inc.] received in exchange for the redeemed shares, including the Redemption Note’s principal amount, duration, interest rate, and subordinated status, were unconscionable.

Among other relief, the Counterclaim seeks a declaration that the redemption of [removed: Aruze USA, Inc.’s] [added: Aruze’s] shares was void, an injunction restoring [removed: Aruze USA, Inc.’s] [added: Aruze’s] share ownership, damages in an unspecified amount and rescission of the Amended and Restated Stockholders Agreement, dated as of January 6, 2010, by and among [removed: Aruze USA, Inc.,] [added: Aruze,] Stephen A.

[removed: On June 19, 2012, Elaine] Wynn [removed: responded to the Counterclaim] and [removed: asserted a cross claim against Steve Wynn and Kazuo Okada] [added: Aruze] seeking a declaration that (1) any and all of Elaine Wynn’s duties under the Stockholders Agreement [added: shall] be discharged; (2) the Stockholders Agreement is subject to rescission and is rescinded; (3) the Stockholders Agreement is an unreasonable restraint on alienation in violation of public policy; and/or (4) the restrictions on sale of shares shall be construed as inapplicable to Elaine Wynn.

The [removed: indentures for Wynn 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 Las Vegas, [removed: LLC’s] [added: LLC's] 4 1/4% Senior Notes due 2023 (the [removed: “2023 Indenture,” and, together with the 2020 Indentures, the “Indentures”) provide] [added: "2023 Indenture") provides] that if Stephen A.

Wynn would not beneficially own or control Elaine Wynn’s [removed: shares and] [added: shares, which could increase the likelihood that] a change in control may [removed: result] [added: occur] under the Wynn Las Vegas debt documents.

Under the [removed: 2020 Indentures,] [added: 2023 Indenture and] the [removed: occurrence of] [added: 2025 Indenture, if] a change of control [removed: requires] [added: occurs and within 60 days after] that [added: occurrence,] the [added: 4 1/4% Senior Notes due 2023 or the 5 1/2% Senior Notes due 2025, as applicable, are rated below investment grade by both rating agencies that rate such notes, the] Company [added: is required to] make an offer to each [added: applicable] holder 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 unpaid interest on the notes purchased, if any, to the date of repurchase (unless the notes have been previously called for redemption).

On November 26, 2013, the Okada Parties filed their fourth amended Counterclaim, and the Company [added: filed an answer to that pleading on December 16, 2013.]

The parties had been engaged in discovery at the time [removed: the court entered] [added: of] the [removed: Stay (defined and discussed below).][added: filing.]

On each of February 14, 2013 and February 13, 2014, the Company issued [removed: checks] [added: a check] to Aruze [removed: USA, Inc.] in the amount of $38.7 million, representing the interest payments due on the Redemption Note at those times.

[removed: However,] [added: In February 2014,] the Okada Parties [removed: recently] advised of their intent to deposit any checks for interest and principal, past and future, due under the terms of the Redemption Note to the [removed: Clerk] [added: clerk] of the [removed: Court] [added: court] for deposit into the [removed: Clerk’s Trust Account.][added: clerk’s trust account.]

The motion stated that the federal government has been conducting a criminal investigation of the Okada Parties involving the “same underlying allegations of [removed: misconduct—that] [added: misconduct-that] is, potential violations of the Foreign Corrupt Practice Act and related fraudulent [removed: conduct—that] [added: conduct-that] form the basis of” the Company’s complaint, as amended, in the Redemption Action.

[removed: The motion sought to stay all discovery in the Redemption Action related to the Okada Parties’ allegedly unlawful activities in] connection with their casino project in the Philippines until the conclusion of the criminal investigation and any resulting criminal prosecution, with an interim status update to the court in six months.

On October 29, 2013, the United States Attorney’s Office and the U.S. Department of Justice filed a Motion to Extend the Stay for a [added: further] period of six [removed: months, expiring May 2, 2014.][added: months.]

[removed: Subject to the Stay, the] [added: The] Company will continue to vigorously pursue its claims against the Okada Parties, and the Company and the Wynn Parties will continue to vigorously defend against the counterclaims asserted against them.

[removed: _Litigation] [added: Litigation] Commenced by Kazuo [removed: Okada_][added: Okada]

Japan [removed: Action:][added: Action]

On August 28, 2012, Mr. Okada, Universal Entertainment Corporation and Okada Holdings (“Okada Japan Parties”) filed a complaint in Tokyo District Court against the [removed: Company, all members of the Board of Directors (other than Mr. Okada) and the Company’s General Counsel (the “Wynn Parties”),] [added: Wynn Parties,] alleging that the press release issued by the Company with respect to the redemption has damaged plaintiffs’ social evaluation and credibility.

Indemnification [removed: Action:][added: Action]

The complaint [removed: seeks] [added: sought] advancement of Mr. Okada’s costs and expenses (including attorney’s fees) incurred pursuant to the various legal proceedings and related regulatory investigations described above.

The counterclaim [removed: names] [added: named] each of the Okada Parties as defendants and [removed: seeks] [added: sought] 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 February 4, 2014, the court entered an order on the parties’ stipulation that: (1) dismissed [removed: Okada’s] [added: all] claims [added: Mr. Okada] asserted against the [removed: Company in that action (i.e., all Okada’s claims that relate to advancement);] [added: Company;] (2) reserved [added: Mr.] Okada’s right to assert, in the future, any claims for indemnity following the resolution of the Redemption Action; and (3) stayed the claims asserted by the Company against [added: Mr.] Okada [removed: in that action] pending the resolution of the Redemption Action.

[removed: _Related] [added: Related] Investigations and Derivative [removed: Litigation_][added: Litigation]

[removed: Investigations:][added: Investigations]

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 of Justice states in a footnote that the government also has been conducting a criminal investigation into the Company’s [added: previously disclosed] donation to the University of [removed: Macau discussed above.][added: Macau.]

Derivative [removed: Claims:][added: Claims]

The claims [removed: are] [added: were] against the Company and all Company directors, including Mr. Okada, however, the plaintiffs voluntarily dismissed Mr. Okada as a defendant in this consolidated action on September 27, 2012.

The Federal Plaintiffs [removed: claim] [added: claimed] that the individual defendants breached their fiduciary duties and wasted assets by: (a) failing to ensure the Company’s officers and directors complied with federal and state laws 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) redeeming [removed: Aruze USA, Inc.’s] [added: Aruze’s] stock such that the Company incurs the debt associated with the redemption.

On February 18, 2012, Wynn Resorts’ Gaming Compliance Committee received the Freeh Report detailing a pattern of misconduct by the Okada Parties.

On June 19, 2012, Elaine Wynn asserted a cross claim against Stephen A.

The indenture for Wynn Las Vegas, LLC's 5 1/2% Senior Notes due 2025 (the "2025 Indenture") provides that if any event constitutes a "change of control" under the 2023 Indenture, it will constitute a change of control under the 2025 Indenture.

However, those checks were not cashed.

On March 17, 2014, the parties stipulated that the checks be returned to the Company for reissue in the same amounts, payable to the clerk of the court for deposit into the clerk's trust account.

Pursuant to the stipulation, on March 20, 2014, the Company delivered to the clerk of the court the reissued checks that were deposited into the clerk's trust account and filed a notice with the court with respect to the same.

On February 13, 2015, the Company issued a check for the interest payment due at that time to the clerk of the court for deposit into the clerk's trust account.

The motion sought to stay all discovery in the Redemption Action related to the Okada Parties’ allegedly unlawful activities in

The extended Stay expired on May 5, 2014.

On April 29, 2014, the United States Attorney's Office and the U.S. Department of Justice filed a Motion for a Second Extension of Temporary Stay of Discovery for a further six months.

At a hearing on May 1, 2014, the court denied the motion.

On September 22, 2014, the court entered a new stipulation between the parties for discovery schedule with closing on August 1, 2016.

On September 16, 2014, Aruze filed a motion for partial summary judgment related to its counterclaim alleging the Company's directors violated the terms of the Articles by failing to pay Aruze fair value for the redeemed shares.

At a hearing held on October 21, 2014, the court denied Aruze's motion.

On October 10, 2014, the Okada Parties filed a motion for partial judgment on the pleadings principally to seek dismissal of certain breach of fiduciary claims against Mr. Okada included in the Company's Complaint.

On November 13, 2014, the court denied the motion and issued an order setting the trial and trial-related dates.

The trial is scheduled to begin on February 6, 2017.

On June 11, 2014, the Tokyo High Court ruled in favor of the Wynn Parties and upheld the motion for dismissal.

On June 25, 2014, the Okada Japan Parties filed a notice of appeal to the Supreme Court of Japan.

On October 28, 2014, the Wynn Parties received a copy of the brief that the Okada Japan Parties had filed to explain why they believe the Supreme Court of Japan should hear the case.

The Wynn Parties filed a reply brief on February 16, 2015.

Management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this action or the range of reasonably possible loss, if any.

Prior investigations by the Nevada Gaming Control Board and SEC were closed with no actions taken.

On March 13, 2014, the federal court granted the motion to dismiss and entered judgment in favor of the Company and directors and against the Federal Plaintiffs without prejudice.

On April 10, 2014, the Federal Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit.

The Federal Plaintiffs' opening brief was filed on September 19, 2014.

The Company filed a response on December 18, 2014 and the Federal Plaintiffs’ filed a reply brief on January 30, 2015.

On October 13, 2012, the court entered the parties’

Management has determined that based on proceedings to date, it is currently unable to determine the probability of the outcome of this action or the range of reasonably possible loss, if any.

Massachusetts Gaming License Related Actions

On September 17, 2014, the MGC designated Wynn MA, an indirect wholly owned subsidiary of the Company, the award winner of the Greater Boston (Region A) gaming license.

On November 7, 2014, the gaming license awarded to us became effective.

On October 16, 2014, the City of Revere, the host community to the unsuccessful bidder for the same license, and the International Brotherhood of Electrical Workers, Local 103, filed a complaint against the MGC and each of the five gaming commissioners in Suffolk Superior Court.

On December 4, 2014, the City of Somerville, a surrounding community to the proposed site which Wynn MA will develop and construct an integrated resort, filed a similar complaint against the MGC and each of the five gaming commissioners in Suffolk Superior Court.

The complaints challenge the MGC's decision and allege that the MGC failed to follow statutory requirements outlined in the Gaming Act.

The complaints (1) seek to appeal the administrative decision, (2) assert that certiorari provides a remedy to correct errors in proceedings by an agency such as the MGC, (3) challenge the constitutionality of that section of the gaming law which bars judicial review of the Commission's decision to deny an applicant a gaming license, and (4) allege violations of the open meeting law requirements.

On January 5, 2015, the City of Boston, filed a complaint against the MGC and each of the five gaming commissioners in Suffolk Superior Court for certiorari and declaratory relief in connection with the MGC's award of the license to Wynn MA.

The complaint seeks to contest the MGC's decision that Boston is a surrounding community, rather than a host community to the Wynn resort in Massachusetts.

Wynn MA is not named in the complaints.

Wynn MA has been advised that the Attorney General for the Commonwealth of Massachusetts will be responding to the complaints.

| --- | --- |

_Atlantic-Pacific Capital_

On 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 into between APC and the Company on or about March 30, 2008, whereby APC was engaged to raise private equity capital for a specific investment vehicle sponsored by the Company.

APC is seeking compensation unrelated to the investment vehicle.

The Company has denied APC’s claims for compensation.

The Company 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 and compelled arbitration.

The arbitration is set for April 2014.

An arbitrator has been selected, and the parties have been engaging in discovery.

Management believes that APC’s claims against the Company are without merit, and the Company intends to continue to defend this matter vigorously.

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 misconduct by Aruze USA, Inc. (at the time a stockholder of Wynn Resorts), Universal Entertainment Corporation, Aruze USA, Inc.’s parent company, and Kazuo Okada, (the majority shareholder of Universal Entertainment Corporation and a former member of the Board of Directors of Wynn Resorts and Wynn Macau, Limited) (collectively, the “Okada Parties”).

##### [Table of Contents](#toc)

Mr. Wynn filed his answer to Elaine Wynn’s cross claim on September 24, 2012.

Under the 2023 Indenture, if a change of control occurs and within 60 days 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 is required 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 principal amount thereof 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).

filed an answer to that pleading on December 16, 2013.

Therefore, although the court previously set a timetable for all discovery, pre-trial and trial deadlines, with a five-week jury trial 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, they asked 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 redeemed shares themselves (although those shares were previously cancelled in February 2012), until the resolution of the Redemption Action and Counterclaim.

The Okada Parties subsequently filed reply papers in further support of their motion, in which they narrowed the relief they were seeking, specifically by withdrawing 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 escrow account with a third party (without making any ruling as to whether such an account would satisfy the requirements of a DOF) to hold interest payments tendered 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 will receive a full release and indemnity related to the account.

However, as of the date of this report, the checks remain uncashed.

The parties engaged in discussions regarding the terms of the escrow agreement contemplated by the court’s order.

See Item 1A—“Risk Factors” and Item 8—“Financial Statements and Supplementary Data”, Note 16 “Commitments and Contingencies”.

An informal hearing on the matter has been scheduled for February 27, 2014.

The Company believes there is no basis for the relief requested in the complaint and intends to vigorously defend against this matter.

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 various proceedings and investigations.

Mr. Okada also filed a special motion to dismiss, arguing that the Company’s counterclaims seek to infringe upon Mr. Okada’s right to petition the court, and constitute a strategic lawsuit against public policy.

The Company’s counterclaims seek only to enforce Wynn Resorts’ 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 motions and provided for limited discovery (_i.e_., discovery that does not implicate any of the issues subject to the Stay entered in the Redemption Action).

On August 2, 2013, the court stayed discovery in the indemnification action related to the government investigations (consistent with the Stay in the Redemption Action), 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 to vacate 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 the Company.

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’s deposition testimony is relevant to the claims he asserted against the Company, that Mr. Okada may not designate someone else to testify on his behalf, and that the Company may sequence discovery in the action as it chooses.

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 State Plaintiffs claim that the individual defendants failed to

We are unable to predict the outcome of these litigations at this time.

[removed: ##### [Table of Contents](#toc)][added: TABLE OF CONTENTS]

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: x] [added: ý] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: | | For] the fiscal year ended December 31, [removed: 2013][added: 2014 |]

| ¨ | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: | | For] the transition period [removed: to][added: to |]

[removed: Commission] [added: Commission] File No. [removed: 000-50028][added: 000-50028]

[removed: WYNN] [added: WYNN] RESORTS, [removed: LIMITED][added: LIMITED]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: NEVADA] [added: NEVADA] | | [removed: 46-0484987] [added: 46-0484987] |

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification Number)] [added: (I.R.S. Employer Identification Number)] |

[removed: 3131] [added: 3131] Las Vegas Boulevard South—Las Vegas, Nevada [removed: 89109][added: 89109]

[removed: (Address] [added: (Address] of principal executive offices) (Zip [removed: Code)][added: Code)]

[removed: (702) 770-7555][added: (702) 770-7555]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | | [removed: Name] [added: Name] of Each Exchange on Which [removed: Registered] [added: Registered] |

| [removed: Common] [added: Common] Stock, $.01 par [removed: value] [added: value] | | [removed: Nasdaq] [added: Nasdaq] Global Select [removed: Market] [added: Market] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: None][added: None]

Yes [removed: x] [added: ý] No ¨

Yes ¨ No [removed: x][added: ý]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the 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 amendment to this Form 10-K. [removed: x]

| Large accelerated filer | | [removed: x] [added: ý] | | Accelerated filer | | ¨ |

The 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 the NASDAQ Global Select Market on June 30, [removed: 2013] [added: 2014] was approximately [removed: $10.3] [added: $16.8] billion.

As of February [removed: 14, 2014, 101,212,217] [added: 13, 2015, 101,525,639] shares of the registrant’s Common Stock, $.01 par value, were outstanding.

Portions of the registrant’s Proxy Statement for its [removed: 2014] [added: 2015] Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this report are incorporated by reference into Part III of this Form 10-K.

[removed: | [PART I](#tx644551_1) | | | | | | [](#tx644551_1) |][added: PART I]

| Item 1. | [removed: | [Business](#tx644551_2) | | | 3] [added: [Business](#s34ECFDDCCC89F56615A22FCB7083ED66)] | [added: [3](#s34ECFDDCCC89F56615A22FCB7083ED66)] |

| Item 1A. | [removed: |] [Risk [removed: Factors](#tx644551_3) | | | 18] [added: Factors](#s2ECA5E848FB45E8C742F2FCB70B586DF)] | [added: [17](#s2ECA5E848FB45E8C742F2FCB70B586DF)] |

| Item 1B | [removed: |] [Unresolved Staff [removed: Comments](#tx644551_4) | | | 34] [added: Comments](#sA9953EA22096DCA8E18D2FCB70DC7D6A)] | [added: [32](#sA9953EA22096DCA8E18D2FCB70DC7D6A)] |

| Item 2. | [removed: | [Properties](#tx644551_5) | | | 34] [added: [Properties](#s20BFBA65A59828C142DC2FCB7108AE1E)] | [added: [32](#s20BFBA65A59828C142DC2FCB7108AE1E)] |

| Item 3. | [removed: |] [Legal [removed: Proceedings](#tx644551_6) | | | 35] [added: Proceedings](#s90819FC6344F1F2A19F82FCB712A0AE2)] | [added: [32](#s90819FC6344F1F2A19F82FCB712A0AE2)] |

| Item 4. | [removed: |] [Mine Safety [removed: Disclosures](#tx644551_7) | | | 41] [added: Disclosures](#sE10A35A09C88B4ADEC692FCB715C93FD)] | [added: [37](#sE10A35A09C88B4ADEC692FCB715C93FD)] |

| Item 5. | [removed: |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx644551_9) | | | 42] [added: Securities](#sB4911840C38F6E2B21112FCB71B0C051)] | [added: [38](#sB4911840C38F6E2B21112FCB71B0C051)] |

| Item 6. | [removed: |] [Selected Financial [removed: Data](#tx644551_10) | | | 42] [added: Data](#sCC88FD954B8CDB363C332FCB71D56A1E)] | [added: [39](#sCC88FD954B8CDB363C332FCB71D56A1E)] |

| Item 7. | [removed: |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx644551_11) | | | 44] [added: Operations](#sC7C8FDBB5C21388405D42FCB72029253)] | [added: [40](#sC7C8FDBB5C21388405D42FCB72029253)] |

10-K 1 wrl-20141231x10k.htm 10-K

| | |

| | |

OR

| | |

| | |

| | | |

| | | |

Yes ý No ¨

Yes ý No ¨

Yes ¨ No ý

DOCUMENTS INCORPORATED BY REFERENCE

WYNN RESORTS, LIMITED AND SUBSIDIARIES

FORM 10-K

| | | |

| --- | --- | --- |

| | | |

| [PART II](#sAB548745F55C920B09542FCB717EFF87) | | |

| [PART IV](#s7FC98B13C5E1226C2FEE2FCB7AA1A46D) | | |

| [Signatures](#s6EFE9AB448907146D2242FCB7C403C3A) | | [133](#s6EFE9AB448907146D2242FCB7C403C3A) |

10-K 1 d644551d10k.htm 10-K

OR

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

TABLE OF CONTENTS

| [PART II](#tx644551_8) | | | | | | [](#tx644551_8) |

| [PART IV](#tx644551_23) | | | | | | [](#tx644551_23) |

| [Signatures](#tx644551_25) | | | | | 145 | |

| --- | --- |

[removed: Macau] [added: Macau] Land [removed: Concessions][added: Concessions]

In September 2011, Palo [removed: Real Estate Company Limited] and Wynn [removed: Macau,] [added: Macau SA,] each an indirect subsidiary of Wynn Macau Limited, formally accepted the terms and conditions of a draft land concession contract from the Macau government for approximately 51 acres of land in the Cotai area of Macau.

We are currently constructing Wynn Palace in the Cotai area of Macau, [removed: a full-scale] [added: an] integrated resort containing a [removed: 1,700-room] [added: 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 [removed: $4] [added: $4.1] billion.

As of December 31, [removed: 2013,] [added: 2014,] we have invested [removed: $703.7 million] [added: approximately $1.8 billion] in the project.

[removed: Las] [added: Las] Vegas [removed: Land][added: Land]

We [removed: currently] own approximately 238 acres of land on or near the Las Vegas Strip consisting of approximately 75 acres at the northeast corner of the intersection of Las Vegas Boulevard and Sands Avenue, on which Wynn Las Vegas is located, the approximately 140-acre golf course behind Wynn Las Vegas, approximately 5 acres adjacent to the golf course on which an office building is located, and approximately 18 acres located across from the Wynn Las Vegas site at Koval Lane and Sands Avenue, a portion of which is improved with an employee parking garage and an office building.

[removed: Las] [added: Las] Vegas Water [removed: Rights][added: Rights]

Massachusetts Land

On January 2, 2015, we purchased 33 acres of land in Everett, Massachusetts, along the Mystic River.

On this land, we intend to develop and operate an integrated resort containing a hotel, restaurants, casino, spa, premium retail offerings, meeting and convention space and a waterfront boardwalk.

| --- | --- |

##### [Table of Contents](#toc)

[removed: PART II][added: PART II]

| --- | --- |

##### [Table of Contents](#toc)

[removed: Market Information][added: Market Information]

| | [removed: | High] [added: High] | | | | [removed: Low] [added: Low] | | |

| [removed: Year] [added: Year] Ended December 31, [removed: 2013 |] [added: 2013] | | | | | | | |

| First Quarter | [removed: |] $ | 126.98 | | | $ | 113.39 | |

| Second Quarter | [removed: |] $ | 144.99 | | | $ | 114.41 | |

| Third Quarter | [removed: |] $ | 159.85 | | | $ | 124.57 | |

| Fourth Quarter | [removed: |] $ | 194.53 | | | $ | 155.77 | |

| [removed: Year] [added: Year] Ended December 31, [removed: 2012 |] [added: 2014] | | | | | | | |

[removed: Holders][added: Holders]

There were approximately [removed: 195] [added: 193] holders of record of our common stock as of February [removed: 14, 2014.][added: 13, 2015.]

[removed: Dividends][added: Dividends]

Restrictions imposed by our subsidiaries’ debt instruments significantly restrict certain key [removed: subsidiaries holding a majority of our assets,] [added: subsidiaries,] including Wynn Las Vegas, [added: LLC, Wynn America,] LLC and Wynn [removed: Macau,] [added: Macau SA,] from making dividends or distributions to Wynn Resorts.

[removed: | | • | |] In [removed: 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 a cash dividend of $1.00 per share. [removed: |]

On [removed: January 30, 2014,] [added: February 3, 2015,] we announced a cash dividend of [removed: $1.25] [added: $1.50] per share, payable on February [removed: 27, 2014] [added: 23, 2015] to Stockholders of record as of February 13, [removed: 2014.][added: 2015.]

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| First Quarter | $ | 249.31 | | | $ | 189.03 | |

| Second Quarter | $ | 231.00 | | | $ | 188.43 | |

| Third Quarter | $ | 220.50 | | | $ | 172.53 | |

| Fourth Quarter | $ | 192.45 | | | $ | 133.58 | |

These restrictions are subject to certain exceptions for affiliated overhead expenses as defined in the agreements governing the debt instruments, unless certain financial and non-financial criteria have been satisfied.

In November 2014, we paid a cash dividend of $2.50 per share.

In each of February 2014, May 2014, August 2014, we paid a cash dividend of $1.25 per share.

In December 2013, we paid a cash dividend of $3.00 per share.

Issuer Purchases of Equity Securities

During the fourth quarter of 2014, we had no repurchases of our common stock.

Stock Performance Graph

The graph below compares the five year cumulative total return on our common stock to the cumulative total return of the Standard & Poor’s 500 Stock Index (“S&P 500”) and the Dow Jones US Gambling Index.

The performance graph assumes that $100 was invested on December 31, 2009 in each of the Company’s common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested.

The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance.


| --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| First Quarter | | $ | 132.59 | | | $ | 104.62 | |

| Second Quarter | | $ | 138.28 | | | $ | 95.82 | |

| Third Quarter | | $ | 116.47 | | | $ | 90.11 | |

| Fourth Quarter | | $ | 123.64 | | | $ | 103.34 | |

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,” as defined in the indentures.

These restricted payments include the payment of dividends or distributions to any direct or indirect holders of equity interests of Wynn Las Vegas, LLC.

Restricted payments cannot be made unless certain financial and non-financial criteria have been satisfied.

In addition, the terms of the other loan agreements of Wynn Las Vegas, LLC and Wynn Macau contain similar restrictions.

Our Company has paid the following dividends:

| --- | --- | --- | --- |

| | • | | 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.

This [added: selected consolidated financial] data should be read together with [removed: our Consolidated Financial Statements and Notes thereto,] Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations”, our consolidated financial statements] and [removed: the] [added: related notes and] other [added: information contained in this Annual Report on Form 10-K.]

| [removed: | • |] [added: (2)] | On April 21, 2010, we opened Encore at Wynn Macau, a further expansion of Wynn Macau. |

| | [removed: | Years] [added: Years] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| | [removed: | 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012 (1)] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010 (2)] | | |

| | [removed: | (in] [added: (in] thousands, except per share [removed: amounts)] [added: amounts)] | | | | | | | | | | | | | | | | | | |

| [removed: Consolidated] [added: Consolidated] Statements of Income [removed: Data: |] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Net revenues | [removed: |] $ | [removed: 5,620,936] [added: 5,433,661] | | | $ | [removed: 5,154,284] [added: 5,620,936] | | | $ | [removed: 5,269,792] [added: 5,154,284] | | | $ | [removed: 4,184,698] [added: 5,269,792] | | | $ | [removed: 3,045,611] [added: 4,184,698] | |

| Pre-opening costs | [added: 30,146] | | [added: | |] 3,169 | | | | 466 | | | | — | | | | 9,496 | | | [removed: | 1,817 | |]

| Operating income | [added: 1,266,278] | | [added: | |] 1,290,091 | | | | 1,029,276 | | | | 1,008,240 | | | | 625,252 | | | [removed: | 234,963 | |]

| Net income | [added: 962,644] | | [added: | |] 1,004,157 | | | | 728,699 | | | | 825,113 | | | | 316,596 | | | [removed: | 39,107 | |]

| Less: [removed: Net] [added: net] income attributable to noncontrolling [removed: interest\[1\] |] [added: interest] | [added: (231,090] | [removed: (275,505] | ) | | [added: (275,505] | [removed: (226,663] | ) | | [added: (226,663] | [removed: (211,742] | ) | | [added: (211,742] | [removed: (156,469] | ) | | [added: (156,469] | [removed: (18,453] | ) |

| Net income attributable to Wynn Resorts, Limited | [added: 731,554] | | [added: | |] 728,652 | | | | 502,036 | | | | 613,371 | | | | 160,127 | | | [removed: | 20,654 | |]

| Basic income per share | [removed: |] $ | 7.25 | | | $ | [removed: 4.87] [added: 7.25] | | | $ | [removed: 4.94] [added: 4.87] | | | $ | [removed: 1.30] [added: 4.94] | | | $ | [removed: 0.17] [added: 1.30] | |

| Diluted income per share | [removed: |] $ | [removed: 7.17] [added: 7.18] | | | $ | [removed: 4.82] [added: 7.17] | | | $ | [removed: 4.88] [added: 4.82] | | | $ | [removed: 1.29] [added: 4.88] | | | $ | [removed: 0.17] [added: 1.29] | |

| | [removed: | As] [added: As] of December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| [removed: Consolidated] [added: Consolidated] Balance Sheets [removed: Data: |] [added: Data:] | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | [removed: |] $ | [removed: 2,435,041] [added: 2,182,164] | | | $ | [removed: 1,725,219] [added: 2,435,041] | | | $ | [removed: 1,262,587] [added: 1,725,219] | | | $ | [removed: 1,258,499] [added: 1,262,587] | | | $ | [removed: 1,991,830] [added: 1,258,499] | |

| Construction in progress | [added: 1,666,326] | | [added: | |] 558,624 | | | | 110,490 | | | | 28,477 | | | | 22,901 | | | [removed: | 457,594 | |]

| Total assets | [added: 9,062,861] | | [added: | |] 8,377,030 | | | | 7,276,594 | | | | 6,899,496 | | | | 6,674,497 | | | [removed: | 7,581,769 | |]

| Total long-term [removed: obligations\[2\]] [added: obligations (3)] | [added: 7,538,605] | | [added: | |] 6,789,145 | | | | 6,041,285 | | | | 3,096,149 | | | | 3,405,983 | | | [removed: | 3,695,821 | |]

| Stockholders’ [removed: equity\[3\]] [added: equity] | [added: 211,091] | | [added: | |] 132,351 | | | | 103,932 | | | | 2,223,454 | | | | 2,380,585 | | | [removed: | 3,160,363 | |]

| Cash distributions declared per common share | [removed: |] $ | [removed: 7.00] [added: 6.25] | | | $ | [removed: 9.50] [added: 7.00] | | | $ | [removed: 6.50] [added: 9.50] | | | $ | [removed: 8.50] [added: 6.50] | | | $ | [removed: 4.00] [added: 8.50] | |

| [removed: \[2\]] [added: (3)] | Includes long-term debt, the required contract premium payments under our land concession contract at Wynn Macau, future charitable contributions and deferred income taxes. |

| [removed: \[3\]] [added: (1)] | [removed: In] [added: On] February [added: 18,] 2012, [removed: in connection with the redemption] [added: we redeemed] and [removed: cancellation of Aruze USA, Inc.’s] [added: canceled Aruze's] 24,549,222 shares of Wynn Resorts common [removed: stock,] [added: stock. In connection with the redemption and cancellation,] stockholders’ equity was reduced by $1.94 billion, the face amount of the Redemption Note. Aruze [removed: USA] has challenged the redemption and cancellation of the 24,549,222 shares and legal proceedings are ongoing. Please see Item 3—“Legal Proceedings”. |

The following financial information for each of the five years ended December 31, 2014, 2013, 2012, 2011 and 2010 has been derived from our consolidated financial statements.

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| | 2014 | | | | 2013 | | | | 2012 (1) | | | | 2011 | | | | 2010 | | |

| | (in thousands, except per share amounts) | | | | | | | | | | | | | | | | | | |

| | |

| | |

| | |

| --- | --- |

The following tables reflect selected consolidated financial data of Wynn Resorts and its subsidiaries.

##### [Table of Contents](#toc)

information contained in this Annual Report on Form 10-K.

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 February 18, 2012, we redeemed and cancelled Aruze USA, Inc.’s 24,549,222 shares of Wynn Resorts common stock. |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| \[1\] | In October 2009, Wynn Macau, Limited, our indirect wholly owned subsidiary 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 1,437,500,000 shares (27.7%) of its common stock through an initial public offering. Net income attributable to noncontrolling interest represents the noncontrolling interests’ share of our net income of Wynn Macau, Limited. |

[removed: _INDEX] [added: INDEX] TO CONSOLIDATED FINANCIAL [removed: STATEMENTS_][added: STATEMENTS]

| | [removed: | Page |] [added: Page] | |

| [Report of Independent Registered Public [removed: Accounting](#tx644551_26) [Firm] [added: Accounting Firm] on Internal Control over Financial [removed: Reporting](#tx644551_26) | |] [added: Reporting](#s83768A9E4E6F59214D102FCB7351EE36)] | [removed: 74] [added: 67] | |

| [Report of Independent Registered Public [removed: Accounting](#tx644551_27) [Firm] [added: Accounting Firm] on the Consolidated Financial [removed: Statements](#tx644551_27) | |] [added: Statements](#sC9B763CA73304CE2758F2FCB7379488A)] | [removed: 75] [added: 68] | |

[removed: | [Consolidated Balance Sheets](#tx644551_28) | | | 76 | |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [Consolidated Statements of Income](#tx644551_29) | | | 77 | |][added: CONSOLIDATED STATEMENTS OF INCOME]

[removed: | [Consolidated Statements of Comprehensive Income](#tx644551_30) | | | 78 | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME]

[removed: | [Consolidated Statements of Stockholders’ Equity](#tx644551_31) | | | 79 | |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY]

[removed: | [Consolidated Statements of Cash Flows](#tx644551_32) | | | 80 | |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [Notes to Consolidated Financial Statements](#tx644551_33) | | | 81 | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

We have audited Wynn Resorts, Limited and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992] [added: (2013] framework) (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the [removed: 2013] [added: 2014] consolidated financial statements of Wynn Resorts, Limited and subsidiaries and our report dated February [removed: 28, 2014] [added: 27, 2015] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the “Company”) as of December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2013.][added: 2014.]

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, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2013,] [added: 2014,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992] [added: (2013] framework) and our report dated February [removed: 28, 2014] [added: 27, 2015] expressed an unqualified opinion thereon.

[removed: WYNN] [added: WYNN] RESORTS, LIMITED AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

[removed: CONSOLIDATED BALANCE SHEETS][added: | [Consolidated Balance Sheets](#s7B1D4B050678E883CDE12FCB611868DF) | 69 | |]

[removed: (amounts in] [added: (in] thousands, except share [removed: data)][added: data)]

| | [removed: | December 31,] [added: December 31,] | | | | | | |

| | [added: 2014] | [removed: 2013] | | | [added: 2013] | [removed: 2012] | | | [added: 2012 | | |]

| [removed: ASSETS |] [added: ASSETS] | | | | | | | |