Wynn Resorts (WYNN) 10-K risk factor changes: FY2018 vs FY2017

As discussed elsewhere in this Form 10-K, [added: our] gaming regulators in [removed: Macau,] Massachusetts and Nevada [removed: are reviewing] [added: have investigated] the situation.

Each of these regulatory authorities has extensive power to license and oversee the operations of our casino resorts and [added: has taken action and] could take action against the Company and its related [removed: licensees or Mr. Wynn,] [added: licensees,] including actions that could affect the ability or terms upon which our subsidiaries hold their gaming licenses and concessions, [added: and] the suitability of the Company to continue as a stockholder of those [removed: subsidiaries, and/or the suitability of Mr. Wynn to continue as a stockholder of the Company.][added: affiliates.]

As discussed in Item 3—"Legal Proceedings" and Item 8—"Financial Statements and Supplementary Data," Note [removed: 14,] [added: 15,] "Commitments and [removed: Contingencies—Litigation,"] [added: Contingencies,"] lawsuits have been filed against the Company and our Board of Directors arising out of the allegations against Mr. Wynn, and such claims present a number of risks, including distraction of management, assertions that could affect our reputation, and potential legal liabilities.

[removed: For additional information on the cross claim, see Item 8—"Financial Statements and Supplementary Data," Note 14, "Commitments and Contingencies."] In addition, the Company's integrated resort business model was pioneered by Mr. Wynn.

Our business, reputation, and competitive position may now suffer as a result of our [added: prior] association with Mr. Wynn, or as a result of his separation from the Company and the loss of his skills and experience.

The NGC may require the holder of any debt or securities [added: that] we or Wynn Las Vegas, LLC issue to file applications, be investigated and be found suitable to own Wynn Resorts' securities if it has reason to believe that the security ownership would be inconsistent with the declared policies of the State of Nevada.

[removed: On] [added: In] February [removed: 18,] 2012, [removed: after receiving] [added: the Company received] a report [removed: from Freeh, Sporkin & Sullivan, LLP (the "Freeh Report")] detailing [removed: numerous] instances of conduct constituting prima facie violations of the Foreign Corrupt Practices Act (the "FCPA") by Kazuo Okada (formerly the largest beneficial owner of Wynn Resorts' shares) and certain of his [removed: affiliates, the Board of Directors of Wynn Resorts determined that Aruze USA Inc. ("Aruze"), Universal Entertainment Corporation, and Mr. Kazuo Okada (collectively, the "Okada Parties") were "unsuitable" within the meaning of Article VII of Wynn Resorts' articles of incorporation and redeemed all of Aruze's shares of Wynn Resorts' common stock.][added: affiliates.]

Moreover, we are subject to the risk that U.S. regulators could determine that Macau's gaming regulatory framework has not developed in a way that would permit us to conduct operations in Macau in a manner consistent with the way in which we intend, or the [removed: Nevada] [added: applicable U.S.] gaming authorities require us, to conduct our operations in the United States.

[removed: In] [added: As discussed in Item 8—"Financial Statements and Supplementary Data," Note 15, "Commitments and Contingencies," in] connection with the allegations of inappropriate personal conduct by Mr. Wynn in the workplace reported in a January 26, 2018 Wall Street Journal article, gaming regulators in Massachusetts and Nevada [removed: are reviewing the allegations, the Company's internal policies and procedures with respect to maintaining a safe and respectful workplace for all employees and suitability with respect to the Company and its related licensees.][added: conducted investigations.]

Each of [removed: these] [added: our] regulatory authorities has extensive power to license and oversee the operations of our casino resorts and could take action against the Company and its related [removed: licensees or Mr. Wynn,] [added: licensees,] including actions that could affect the ability or terms upon which our subsidiaries hold their gaming licenses and concessions, [added: and] the suitability of the Company to continue as a stockholder of those [removed: affiliates and/or the suitability of Mr. Wynn to continue as a stockholder of the Company.][added: subsidiaries.]

On February 12, 2018, the Special Committee [removed: announced that] [added: amended and restated] its [removed: review was expanded] [added: charter] to [removed: include] [added: provide for] a [added: review of various governance issues regarding knowledge of the allegations and a] comprehensive review of the Company's internal policies and procedures with the goal of employing best practices to maintain a safe and respectful workplace for all employees.

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

[removed: Visitation to] [added: Demand for our products and services in] Macau [added: and Las Vegas] may [removed: decline due to] [added: be negatively impacted by international relations,] economic disruptions in mainland China, [added: visa] restrictions [added: placed] on [removed: visitations to Macau from] citizens of mainland [removed: China and] [added: China,] the anti-corruption [added: campaign, restrictions on international money transfers] or similar campaigns.

A significant [removed: number] [added: amount] of our gaming [removed: customers at our] [added: revenues in] Macau [removed: Operations] [added: and Las Vegas] come from [added: customers from] mainland China.

Economic disruption, [added: international relations,] contraction and uncertainty in China could impact the number of patrons visiting our Macau [removed: Operations] [added: and Las Vegas properties] or the amount they [removed: may be willing to] spend.

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

It is not known when, or if, policies restricting visitation by mainland Chinese citizens [removed: to Macau and Hong Kong,] will be put in place and [removed: travel] [added: such] policies may be adjusted, without notice, in the future.

[removed: The campaign and] [added: That campaign, as well as] mainland Chinese [added: and Macau] monetary outflow policies have specifically led to tighter monetary transfer regulations, [removed: including real time] [added: real-time] monitoring of certain financial channels, limitations on cash withdrawals from ATM machines by mainland China [removed: citizens] [added: citizens, reduction of annual withdrawal limits from bank accounts while the account holder is outside of mainland China,] and [added: "know your client" protocols implemented on ATM machines.]

These policies may [added: affect and] impact the number of visitors and the amount of money they [removed: bring from mainland China to Macau.][added: spend.]

The overall effect of [removed: these policies] [added: the campaign and monetary transfer restrictions] may negatively affect our revenues and results of operations.

[added: In particular, the legalization or expansion of casino gaming in or] near metropolitan areas from which we attract customers could have a negative effect on our business.

Our business relies on [removed: high-end,] [added: premium,] international customers.

A significant portion of our table games revenue at our resorts is attributable to the play of a limited number of [added: premium] international customers.

Currently, the gaming tax in Macau is calculated as a percentage of gross gaming [removed: revenue.][added: revenue, including the face value of credit instruments issued.]

As a result, if we extend credit to our customers in Macau and are unable to collect on the related receivables from them, we remain obligated to pay taxes on [removed: our winnings from these customers.][added: the full amount of the credit instrument.]

We are currently constructing [removed: Wynn] [added: Encore] Boston Harbor in Everett, Massachusetts.

The total project budget for [removed: Wynn] [added: Encore] Boston Harbor, including gaming license fees, construction costs, capitalized interest, pre-opening expenses and land costs, is estimated to be approximately [removed: $2.5] [added: $2.6] billion.

[removed: We have] [added: Additionally, the Company is currently constructing approximately 430,000 square feet of additional meeting and convention space at Wynn Las Vegas and has] begun [added: design and] site preparation [removed: and pre-construction activities] for the [removed: re-development] [added: reconfiguration] of the [removed: land formerly occupied by the] Wynn Las Vegas golf course, which [removed: we] [added: the Company] closed in the fourth quarter of 2017.

Major construction projects of the scope and scale of [removed: Wynn] [added: Encore] Boston Harbor and the redevelopment of the Wynn Las Vegas golf course land entail significant risks, including:

We are currently required to commence gaming operations at [removed: Wynn] [added: Encore] Boston Harbor by June 2020.

Pursuant to the Gaming Act, the Company is required to commence gaming operations at [removed: Wynn] [added: Encore] Boston Harbor approximately one year from our projected opening date of mid-2019.

If the Company is unable to meet the [removed: current] [added: June 2020] deadline and is unable to obtain an extension of the deadline from the MGC, the MGC may suspend or revoke our gaming license and, if we are found by the MGC after a hearing to have acted in bad faith, we will be assessed a fine of up to $50,000,000.

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

[removed: As an owner or operator, we could also be held responsible to a governmental entity or third] parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination.

The liability under those laws has been interpreted to be joint and several unless the [added: harm is divisible and there is a reasonable basis for allocation of the responsibility.]

The ultimate cost of remediating contaminated sites is difficult to accurately predict and [removed: could exceed] [added: we exceeded] our [removed: current] [added: initial] estimates.

Changes in the laws and regulations related to taxation, including changes in the rates of taxation, the amount of taxes we owe and the time when income is subject to taxation, our ability to claim U.S. foreign tax credits, failure to renew our Macau dividend agreement and Macau income tax exemption [added: on gaming profits] and the imposition of foreign withholding taxes could change our overall effective rate of taxation.

[removed: Relatedly,] [added: While the Company’s] regulators have [removed: and may pursue separate investigations into] [added: not taken any action against] the [removed: Company's compliance with applicable laws] [added: Company] in connection with the [removed: Okada matter, as discussed] [added: allegations] in [removed: Item 8—"Financial Statements and Supplementary Data," Note 14, "Commitments and Contingencies." While] [added: such report, a finding by regulatory authorities that Mr. Okada violated] the [added: FCPA on] Company [removed: believes that it is in full compliance with all applicable laws, any such investigations] [added: property] could result in actions by [removed: regulators] [added: regulatory authorities] against the Company, which could negatively affect the Company's financial condition and results of operations.

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." To date, we have been successful in demonstrating to the PTO such secondary meaning for the Wynn name, in certain of the applications, based upon factors including Mr. Wynn's [added: historical] prominence as a resort developer, but we cannot assure you that we will be successful with the other pending applications.

For example, fiscal [removed: decline] [added: decline, international relations,] and civil, domestic or international unrest in Macau, China or the surrounding region could significantly harm our business, not only by reducing customer demand for casino resorts, but also by increasing the risk of imposition of taxes and exchange controls or other governmental restrictions, laws or regulations that might impede our Macau Operations or our ability to repatriate funds.

Our Nevada gaming regulators have completed their investigation and, on February 26, 2019, fined the Company $20.0 million.

Additional allegations have been and may in the future be asserted against the Company, and additional regulatory or legal proceedings involving the Company may be commenced in the future.

Our Nevada gaming regulators have completed their investigation and, on February 26, 2019, fined the Company $20.0 million.

On August 3, 2018, the Board received the final oral presentation from the Special Committee.

The Special Committee provided a written memorialization to the Company's gaming regulators in Massachusetts and Nevada to cooperate with their respective investigations.

Our Nevada gaming regulators have completed their investigation and, on February 26, 2019, fined the Company $20.0 million.

As discussed in Item 3—"Legal Proceedings" and Item 8—"Financial Statements and Supplementary Data," Note 15, "Commitments and Contingencies," lawsuits have been filed against the Company and our Board of Directors arising out of the allegations against Mr. Wynn, and such claims present a number of risks, including distraction of management, assertions that could affect our reputation, and potential legal liabilities.

Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general global economic conditions, high unemployment, weakness in housing or oil markets, perceived or actual changes in disposable

Acts of fraud or cheating through the use of counterfeit chips, covert schemes and other tactics, possibly in collusion with our employees, may be attempted or committed by our gaming customers with the aim of increasing their winnings.

Our gaming customers, visitors and employees may also commit crimes such as theft in order to obtain chips not belonging to them.

We have taken measures to safeguard our interests including the implementation of systems, processes and technologies to mitigate against these risks, extensive employee training, surveillance, security and investigation operations and adoption of appropriate security features on our chips such as embedded radio frequency identification tags.

Despite our efforts, we may not be successful in preventing or detecting such culpable behavior and schemes in a timely manner and the relevant insurance we have obtained may not be sufficient to cover our losses depending on the incident, which could result in losses to our gaming operations and generate negative publicity, both of which could have an adverse effect on our reputation, business, results of operations and cash flows.

Based on current designs, we estimate the total project budget for the additional meeting and convention space and reconfiguration of the golf course to be approximately $425 million.

We also have other capital expenditure projects, including in Macau, as discussed in Item 1—"Business - Construction and Development Opportunities” for additional details.

As an owner or operator, we could also be held responsible to a governmental entity or third

System failure, information leakage and the cost of maintaining sufficient cybersecurity could adversely affect our business.

Despite the security measures we currently have in place, our facilities and systems and those of our third-party service providers may be vulnerable to security breaches, acts of vandalism, phishing attacks, computer viruses, misplaced or lost data, programming or human errors and other events.

Cyber-attacks are becoming increasingly more difficult to anticipate and prevent due to their rapidly evolving nature and, as a result, the technology we use to protect our systems from being breached or compromised could become outdated due to advances in computer capabilities or other technological developments.

Any perceived or actual electronic or physical security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential or personally identifiable information, including penetration of our network security, whether by us or by a third party, could disrupt our business, damage our reputation and our relationships with our customers or employees, expose us to risks of litigation, significant fines and penalties and liability, result in the deterioration of our customers' and employees' confidence in us, and adversely affect our business, results of operations and financial condition.

Since we do not control third-party service providers and cannot guarantee that no electronic or physical computer break-ins and security breaches will occur in the future, any perceived or actual unauthorized disclosure of personally identifiable information regarding our employees, customers or website visitors could harm our reputation and credibility and reduce our ability to attract and retain employees and customers.

As these threats develop and grow, we may find it necessary to make significant further investments to protect data and our infrastructure, including the implementation of new computer systems or upgrades to existing systems, deployment of additional personnel and protection-related technologies, engagement of third-party consultants, and training of employees.

The occurrence of any of the cyber incidents described above could have a material adverse effect on our business, results of operations and cash flows.

The failure to protect the integrity and security of company employee and customer information could result in damage to reputation and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of data.

Our business uses and transmits large volumes of employee and customer data, including credit card numbers and other personal information in various information systems that we maintain in areas such as human resources outsourcing, website hosting, and various forms of electronic communications.

Our customers and employees have a high expectation that we will adequately protect their personal information.

For example, the European Union (EU)’s General Data Protection Regulation (“GDPR”), which became effective in May 2018 and replaced the old data protection laws of each EU member state, requires companies to meet new and more stringent requirements regarding the handling of personal data.

The GDPR captures data processing by non-EU firms with no EU establishment as long as firms’ processing relates to “offering goods or services” or the “monitoring” of individuals in the EU.

In addition to governmental regulations, there are credit card industry standards or other applicable data security standards we must comply with as well.

For example, failure to meet the GDPR requirements could result in penalties of up to four percent of worldwide revenue.

Any misappropriation of confidential or personally identifiable information gathered, stored or used by us, be it intentional or accidental, could have a material impact on the operation of our business, including severely damaging our reputation and our relationships with our customers, employees and investors.

Our business could suffer if our computer systems and websites are disrupted or cease to operate effectively.

We are dependent on our computer systems to record and process transactions and manage and operate our business, including processing payments, accounting for and reporting financial results, and managing our employees and employee benefit programs.

Given the complexity of our business, it is imperative that we maintain uninterrupted operation of our computer hardware and software systems.

Despite our preventative efforts, our systems are vulnerable to damage or interruption from, among other things, security breaches, computer viruses, technical malfunctions, inadequate system capacity, power outages, natural disasters, and usage errors by our employees or third-party consultants.

If our information technology systems become damaged or otherwise cease to function properly, we may have to make significant investments to repair or replace them.

Additionally, confidential or sensitive data related to our customers or employees could be lost or compromised.

Any material disruptions in our information technology systems could have a material adverse effect on our business, results of operations, and financial condition.

Labor actions and other labor problems could negatively impact our operations.

Some of our employees are represented by labor unions.

From time to time, we have experienced attempts by labor organizations to organize certain of our non-union employees.

The developments regarding Mr. Wynn have and may in the future affect the course of proceedings and the parties' position in litigation in which Elaine P.

Wynn, Mr. Wynn's former spouse, submitted a cross claim seeking to void a stockholders agreement to which she and Mr. Wynn are parties.

The cross claim, if successful, could increase the possibility of a change in control occurring for purposes of

certain Wynn Las Vegas, LLC debt documents.

See Item 8—"Financial Statements and Supplementary Data," Note 14, "Commitments and Contingencies."

The gaming regulator in Macau is monitoring and reviewing the situation.

There has been widespread publicity of the findings in the Freeh Report of prima facie violations of law by Mr. Okada and his affiliates, the Board of Directors' unsuitability finding, the redemption of shares and related litigation.

In addition, Elaine P.

Wynn has asserted various claims against Mr. Wynn, the Company and various Company officers, which have and may continue to draw adverse publicity or impugn the Company's reputation.

Gaming regulators in Massachusetts and Nevada are reviewing these matters, including suitability with respect to the Company and its related licensees, and the Company is cooperating with these regulatory reviews.

The gaming regulator in Macau is monitoring and reviewing the situation, and the Company is cooperating.

the reduction of annual withdrawal limits from bank accounts while the account holder is outside of mainland China.

Mr. Okada and his affiliates have challenged the redemption of Aruze's Shares.

An adverse judgment or settlement resulting from the related litigation could reduce our profits or limit our ability to operate our business.

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

After receiving the Freeh Report, the Board of Directors of Wynn Resorts determined that each of the Okada Parties was "unsuitable" within the meaning of Article VII of Wynn Resorts' articles of incorporation and redeemed all of Aruze's shares of Wynn Resorts' common stock.

See Item 8—"Financial Statements and Supplementary Data," Note 14, "Commitments and Contingencies." On February 19, 2012, Wynn Resorts filed a complaint in the Eighth Judicial District Court, Clark County, Nevada against the Okada Parties (as amended, the "Complaint"), alleging breaches of fiduciary duty and related claims (the "Redemption Action") arising from the activities addressed in the Freeh Report.

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.

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 Aruze's shares was void, an injunction restoring 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 Aruze, Stephen A.

Wynn, and Elaine P.

Wynn (the "Stockholders Agreement").

In connection with the Redemption Action and Counterclaim additional actions were commenced.

For a full description of these matters and status as of the date of this report, see Item 8—"Financial Statements and Supplementary Data," Note 14, "Commitments and Contingencies." The Company is vigorously pursuing its claims against the Okada Parties, and together with the other counter-defendants, vigorously defending against the Counterclaim and other actions asserted against them.

However, as with all litigation, the outcome of these proceedings cannot be predicted.

Any adverse judgments or settlements involving payment of a material sum of money could cause a material adverse effect on our

financial condition and results of operations and could expose us to additional claims by third parties, including current or former investors or regulators.

Any adverse judgments or settlements would reduce our profits and could limit our ability to operate our business.

| | |

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Our Macau Operations face intense competition with approximately 39 other casinos currently operating in Macau.

Several of the current concessionaires and subconcessionaires will open additional facilities in the Cotai area over the next few years.

In particular, the legalization or expansion of casino gaming in or

However, unlike Nevada, the gross gaming revenue calculation in Macau does not include deductions for uncollectible gaming debts.

Phase 1 of the project is expected to include a lagoon and additional meeting and convention space.

Based on current designs, we estimate the total project budget for Phase 1 to be approximately $500 million and we expect to open Phase 1 in the first half of 2020.

Mr. Okada failed to comply with internal training in these matters and failed to return to Wynn Resorts an executed Acknowledgment agreeing to comply with the Wynn Resorts Code of Business Conduct and Ethics.

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.

For information on such complaint, the Freeh Report, which detailed numerous instances of conduct constituting prima facie violations of FCPA by Mr. Okada and certain of his affiliates, and the redemption Aruze's shares, see Item 8—"Financial Statements and Supplementary Data," Note 14, "Commitments and Contingencies."

harm is divisible and there is a reasonable basis for allocation of the responsibility.

Potential violations of law by Mr. Okada and his affiliates could have adverse consequences to the Company.

In Macau, we own approximately 72% of WML, which includes the operations of the Wynn [removed: Macau] [added: Palace] and Wynn [removed: Palace] [added: Macau] resorts.

We are currently constructing [removed: Wynn] [added: Encore] Boston Harbor, an integrated casino resort in Everett, Massachusetts.

[added: |] Macau [removed: Operations][added: Operations: | | | | | | | | | | | | | |]

[added: |] Las Vegas [removed: Operations][added: Operations: | | | | | | | | | | | | | |]

For more [removed: information on the Retail Joint Venture,] [added: information,] see Item 8—"Financial Statements and Supplementary Data," Note [removed: 3, "Retail Joint Venture."][added: 15, "Commitments and Contingencies."]

[removed: Below are definitions of these] [added: These] key operating measures [removed: discussed:][added: are defined below:]

| • | Table drop [added: in mass market] for our Macau Operations is the amount of cash that is deposited in a gaming table's drop box plus cash chips purchased at the casino cage. |

| • | Rolling chips are [added: non-negotiable] identifiable chips that are used to track turnover for purposes of calculating [removed: incentives.] [added: incentives within our Macau Operations' VIP program.] |

| • | Table games win is the amount of table drop or turnover that is retained and recorded as casino revenues. [added: Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis.] |

| • | Slot machine win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenues. [added: Slot machine win is after adjustment for progressive accruals and free play, but before discounts and the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis.] |

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

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

As a result, the expected win percentage with the same amount of gaming win is [removed: smaller] [added: lower] in the VIP operations when compared to the mass market operations.

Our expected table games win percentage in Las Vegas is [removed: 21%] [added: 22%] to [removed: 25%.][added: 26%.]

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

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Net income attributable to Wynn Resorts, Limited | [removed: 747,181] [added: 572,430] | | | | [removed: 241,975] [added: 747,181] | | | | [removed: 195,290] [added: 241,975] | | |

| Diluted net income per share | [removed: 7.28] [added: 5.35] | | | | [removed: 2.38] [added: 7.28] | | | | [removed: 1.92] [added: 2.38] | | |

| Adjusted Property EBITDA [added: (1)] | [removed: 1,810,732] [added: 2,044,413] | | | | [removed: 1,259,327] [added: 1,810,732] | | | | [removed: 1,185,789] [added: 1,259,327] | | |

[removed: During] [added: For] the year ended December 31, 2017, [removed: our] net income attributable to Wynn Resorts, Limited was $747.2 million, or $7.28 per diluted share, an increase of 208.8%, or $505.2 million, compared to $242.0 million, or $2.38 per diluted share, for the same period of 2016.

The increase in net income attributable to Wynn Resorts, Limited was primarily the result of the provisional income tax benefit [added: of $339.9 million] from U.S. tax reform and increases in operating income from Wynn Palace, Wynn Macau and our Las Vegas Operations, partially offset by increases in the Redemption Note fair value and interest expense as we are no longer capitalizing interest on Wynn Palace.

Wynn Palace opened on August 22, 2016, with our results for [removed: the year ended December 31,] 2016 including 132 days of operations.

[removed: Adjusted Property EBITDA was $1.81 billion for] [added: For] the year ended December 31, 2017, [added: Adjusted Property EBITDA was $1.81 billion,] an increase of 43.8%, or $551.4 million, from $1.26 billion for the same period of 2016.

[removed: During] [added: For] the year ended December 31, [removed: 2016, our] [added: 2018,] net income attributable to Wynn Resorts, Limited was [removed: $242.0] [added: $572.4] million, or [removed: $2.38] [added: $5.35] per diluted share, [removed: an increase] [added: a decrease] of [removed: 23.9%,] [added: 23.4%,] or [removed: $46.7] [added: $174.8] million, compared to [removed: $195.3] [added: $747.2] million, or [removed: $1.92] [added: $7.28] per diluted share, for the same period of [removed: 2015.][added: 2017.]

[removed: Adjusted Property EBITDA was $1.26 billion for] [added: For] the year ended December 31, [removed: 2016,] [added: 2018, Adjusted Property EBITDA was $2.04 billion,] an increase of [removed: 6.2%,] [added: 12.9%,] or [removed: $73.5] [added: $233.7] million, from [removed: $1.19] [added: $1.81] billion for the same period of [removed: 2015.][added: 2017.]

The following table presents [removed: net] [added: operating] revenues from our Macau and Las Vegas Operations (dollars in thousands):

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

| | 2017 | | | | 2016 | | | | [added: Increase / (Decrease) | | | |] Percent Change |

| Macau [removed: Operations: | |] [added: Operations] | | | | | | | |

[removed: (1)] [added: |] Wynn [removed: Palace opened on August 22, 2016.][added: Palace: | | | | | | | | | | | | | | |]

The increase [added: in Adjusted Property EBITDA] was the result of [removed: increases] [added: an increase] of [removed: $1.56 billion, $221.7 million and $62.5] [added: $316.3] million from Wynn Palace, [added: partially offset by decreases of $27.5 million and $55.1 million from] Wynn Macau and our Las Vegas Operations, respectively.

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

[removed: Casino revenues were 78.5% of total net] [added: Non-casino] revenues for the year ended December 31, [removed: 2017, compared to 73.2% for the same period of 2016, while non-casino revenues] [added: 2017] were [removed: 21.5%] [added: 30.1%] of total [removed: net] [added: operating] revenues, compared to [removed: 26.8%] [added: 36.7%] for the [removed: same period of] [added: year ended December 31,] 2016.

The increase [removed: was primarily due to increases of $1.45 billion, $225.0 million and $9.7 million from] [added: at] Wynn [removed: Palace,] [added: Palace was partially offset by decreases at] Wynn Macau and our Las Vegas [removed: Operations, respectively.][added: Operations.]

[removed: The increase in casino revenues from] Wynn Macau [removed: was] [added: casino revenues increased] primarily [removed: driven by] [added: due to] a 23.9% increase in VIP turnover.

The table below sets forth our casino revenues and associated key operating measures for our Macau and Las Vegas Operations (dollars in thousands, except for win per unit per [removed: day).][added: day):]

The table below sets forth our [removed: room revenues] [added: rooms revenue] and associated key operating measures for our Macau and Las Vegas [removed: Operations.][added: Operations:]

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

| | 2017 | | | | 2016 | | | | [added: Increase / (Decrease) | | | |] Percent Change [removed: (1)] | [removed: |]

| Macau Operations: | | | | | | | | | | | [added: | | |]

The results presented reflect the Company's adoption of the new accounting guidance for revenue recognition ("ASC 606"), effective January 1, 2018.

Certain prior period amounts have been adjusted to reflect the full retrospective adoption of ASC 606, with no impact to operating income, net income or Adjusted Property EBITDA.

| Operating revenues | $ | 6,717,660 | | | $ | 6,070,160 | | | $ | 4,345,797 | |

(1) See Item 8—"Financial Statements and Supplemental Data," Note 16, "Segment Information," for a reconciliation of Adjusted Property EBITDA to net income attributable to Wynn Resorts, Limited.

The decrease in net income attributable to Wynn Resorts, Limited was primarily the result of a litigation settlement expense of $463.6 million, partially offset by an increase in operating income from Wynn Palace.

Results for the years ended December 31, 2018 and 2017 results included net tax benefits of $390.9 million and $339.9 million, respectively, recorded in connection with U.S. tax reform.

Operating revenues

| Operating Revenues | | | | | | | | | | | | | | |

| Wynn Palace | $ | 2,757,566 | | | $ | 2,030,287 | | | $ | 727,279 | | | 35.8 | |

| Wynn Macau | 2,294,525 | | | | 2,336,910 | | | | (42,385 | | ) | | (1.8 | ) |

| Total Macau Operations | 5,052,091 | | | | 4,367,197 | | | | 684,894 | | | | 15.7 | |

| Las Vegas Operations | 1,665,569 | | | | 1,702,963 | | | | (37,394 | | ) | | (2.2 | ) |

| | $ | 6,717,660 | | | $ | 6,070,160 | | | $ | 647,500 | | | 10.7 | |

The increase in operating revenues was primarily driven by increases in VIP turnover and table drop at Wynn Palace.

The decrease at Wynn Macau was primarily driven by a lower VIP table games win percentage.

The decrease at our Las Vegas Operations was primarily driven by a conversion of wholly owned retail outlets to leased retail outlets in December 2017 and lower table games win percentage.

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

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

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

| | 2018 | | | | 2017 | | | | Increase / (Decrease) | | | | Percent Change |

| Operating revenues | | | | | | | | | | | | | |

| Casino revenues | $ | 4,784,990 | | | $ | 4,244,303 | | | $ | 540,687 | | | 12.7 |

| Non-casino revenues: | | | | | | | | | | | | | |

| Rooms | 751,800 | | | | 670,957 | | | | 80,843 | | | | 12.0 |

| Food and beverage | 754,128 | | | | 732,115 | | | | 22,013 | | | | 3.0 |

| Entertainment, retail and other | 426,742 | | | | 422,785 | | | | 3,957 | | | | 0.9 |

| Total non-casino revenues | 1,932,670 | | | | 1,825,857 | | | | 106,813 | | | | 5.9 |

| | $ | 6,717,660 | | | $ | 6,070,160 | | | $ | 647,500 | | | 10.7 |

Casino revenues increased primarily due to increases in VIP turnover and table drop at Wynn Palace, partially offset by decreases at Wynn Macau and our Las Vegas Operations.

| | 2018 | | | | 2017 | | | | Increase/ (Decrease) | | | | Percent Change | |

| Total casino revenues | $ | 2,356,022 | | | $ | 1,714,417 | | | $ | 641,605 | | | 37.4 | |

| VIP turnover | $ | 61,097,527 | | | $ | 52,573,258 | | | $ | 8,524,269 | | | 16.2 | |

| Table games win | $ | 1,874,189 | | | $ | 1,486,674 | | | $ | 387,515 | | | 26.1 | |

| Table drop | $ | 4,926,347 | | | $ | 3,490,363 | | | $ | 1,435,984 | | | 41.1 | |

| Table games win | $ | 1,206,244 | | | $ | 795,159 | | | $ | 411,085 | | | 51.7 | |

| Slot machine handle | $ | 3,933,064 | | | $ | 3,053,614 | | | $ | 879,450 | | | 28.8 | |

| Slot machine win | $ | 203,568 | | | $ | 165,754 | | | $ | 37,814 | | | 22.8 | |

| Total casino revenues | $ | 1,994,885 | | | $ | 2,073,793 | | | $ | (78,908 | ) | | (3.8 | ) |

| VIP turnover | $ | 57,759,607 | | | $ | 58,303,836 | | | $ | (544,229 | ) | | (0.9 | ) |

| Table games win | $ | 1,588,002 | | | $ | 1,907,625 | | | $ | (319,623 | ) | | (16.8 | ) |

Wynn Macau features two luxury hotel towers with a total of 1,008 guest rooms and suites, approximately 273,000 square feet of casino space, eight food and beverage outlets, approximately 31,000 square feet of meeting and convention space, approximately 59,000 square feet of retail space, a rotunda show and recreation and leisure facilities.

On August 22, 2016, we opened Wynn Palace, an integrated resort in the Cotai area of Macau.

Wynn Palace features a luxury hotel tower with 1,706 guest rooms, suites and villas, approximately 420,000 square feet of casino space, 11 food and beverage outlets, approximately 37,000 square feet of meeting and convention space, approximately 106,000 square feet of retail space, public attractions, including a performance lake and floral art displays, and recreation and leisure facilities.

Wynn Las Vegas features two luxury hotel towers with a total of 4,748 guest rooms, suites and villas, approximately 192,000 square feet of casino space, 33 food and beverage outlets, approximately 290,000 square feet of meeting and convention space, approximately 110,000 square feet of retail space (of which 103,000 square feet is owned and operated under a joint venture arrangement of which we own 50.1%), as well as two theaters, three nightclubs, a beach club, and recreation and leisure facilities.

In December 2016, we entered into the Retail Joint Venture with Crown to own and operate approximately 88,000 square feet of existing retail space.

In November 2017, we contributed approximately 74,000 square feet of additional retail space to the Retail Joint Venture, the majority of which is currently under construction at Wynn Las Vegas.

We expect to open the additional retail space in the second half of 2018.

Development Projects

We are currently constructing Wynn Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston along the Mystic River.

The resort will contain a hotel, a waterfront boardwalk, meeting and convention space, casino space, a spa, retail offerings and food and beverage outlets.

The total project budget, including gaming license fees, construction costs, capitalized interest, pre-opening expenses and land costs, is estimated to be approximately $2.5 billion.

As of December 31, 2017, we have incurred approximately $1.13 billion in total project costs.

We expect to open Wynn Boston Harbor in mid-2019.

We have begun site preparation and pre-construction activities for the redevelopment of the land previously occupied by the Wynn Las Vegas golf course, which we closed in the fourth quarter of 2017.

Phase 1 of the project is expected to include a lagoon and additional meeting and convention space.

Based on current designs, we estimate the total project budget for Phase 1 to be approximately $500 million and we expect to open Phase 1 in the first half of 2020.

We continually seek out new opportunities for additional gaming or related businesses, in the United States, and worldwide.

| Net revenues | $ | 6,306,368 | | | $ | 4,466,297 | | | $ | 4,075,883 | |

The increase in net income attributable to Wynn Resorts, Limited was primarily due to a loss on extinguishment of debt in 2015 that was not experienced in 2016.

The increase in Adjusted Property EBITDA was primarily due to the new operations associated with the opening of Wynn Palace, partially offset by a decrease of 3.8% from Wynn Macau driven by a decrease in business volumes.

Net revenues

| | | | | | | | | | |

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

| Net Revenues | | | | | | | | | |

| Wynn Macau | $ | 2,485,804 | | | $ | 2,264,087 | | | 9.8 |

| Wynn Palace (1) | 2,139,154 | | | | 583,336 | | | | 266.7 |

| Total Macau Operations | 4,624,958 | | | | 2,847,423 | | | | 62.4 |

| Las Vegas Operations | 1,681,410 | | | | 1,618,874 | | | | 3.9 |

| | $ | 6,306,368 | | | $ | 4,466,297 | | | 41.2 |

Net revenues increased 41.2%, or $1.84 billion, to $6.31 billion for the year ended December 31, 2017, from $4.47 billion for the same period of 2016.

Non-casino revenues consist of operating revenues from rooms, food and beverage, entertainment, retail and other, less promotional allowances.

| Casino revenues | $ | 4,948,319 | | | $ | 3,268,141 | | | 51.4 |

| Non-casino revenues | 1,358,049 | | | | 1,198,156 | | | | 13.3 |

Casino revenues increased 51.4%, or $1.68 billion, to $4.95 billion for the year ended December 31, 2017, from $3.27 billion for the same period of 2016.

Prior to the opening of Wynn Palace, the Gaming Inspection and Coordination Bureau of Macau authorized 100 new table games for operation at Wynn Palace with 25 additional table games authorized for operation on January 1, 2017, and a further 25 new table games for operation on January 1, 2018, for a total of 150 new table games in the aggregate.

In addition, we have and will continue to transfer table games between Wynn Macau and Wynn Palace, subject to the aggregate cap, to optimize our casino operations.

As of February 15, 2018, we had a total of 316 table games at Wynn Macau and 323 at Wynn Palace.

| Total casino revenues | $ | 2,360,221 | | | $ | 2,135,193 | | | $ | 225,028 | | | 10.5 | |

| Total casino revenues | $ | 1,965,362 | | | $ | 519,877 | | | $ | 1,445,485 | | | 278.0 | |

| Total casino revenues | $ | 622,736 | | | $ | 613,071 | | | $ | 9,665 | | | 1.6 | |

The following table provides estimated future cash flow information derived from our best estimates of repayments as of December 31, [removed: 2017,] [added: 2018,] of our expected long-term indebtedness and related weighted average interest rates by expected maturity dates.

The one-month LIBOR and HIBOR rates as of December 31, [removed: 2017] [added: 2018] of [removed: 1.57%] [added: 2.52%] and [removed: 1.19%,] [added: 2.27%,] respectively, were used for all variable rate calculations in the table below.

| | | [removed: 2018 | | | |] 2019 | | | | 2020 | | | | 2021 | | | | 2022 | | | | [added: 2023 | | | |] Thereafter | | | | Total | | |

| Average interest rate | | — | | % | | — | | % | | — | | % | | — | | % | | [removed: 2.0] [added: 4.3] | | % | | [removed: 5.2] [added: 5.4] | | % | | [removed: 4.3] [added: 5.2] | | % |

As of December 31, [removed: 2017,] [added: 2018,] approximately [removed: 66.3%] [added: 47.3%] of the principal amount of our long-term debt was based on fixed rates.

Based on our borrowings as of December 31, [removed: 2017,] [added: 2018,] an assumed 100 basis point change in the variable rates would cause our annual interest cost to change by [removed: $33.0] [added: $50.3] million.

Based on our balances as of December 31, [removed: 2017,] [added: 2018,] an assumed [removed: 1%] [added: 100 basis point] change in the US dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of [removed: $25.2] [added: $28.1] million.

| Fixed rate | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 500.0 | | | $ | 4,010.0 | | | $ | 4,510.0 | |

| Variable rate | | $ | 12.0 | | | $ | 275.0 | | | $ | 1,193.7 | | | $ | 2,455.0 | | | $ | 5.0 | | | $ | 1,090.0 | | | $ | 5,030.7 | |

| Average interest rate | | 5.5 | | % | | 4.2 | | % | | 4.4 | | % | | 4.2 | | % | | 4.8 | | % | | 4.5 | | % | | 4.3 | | % |

| Fixed rate | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,936.4 | | | $ | 4,550.0 | | | $ | 6,486.4 | |

| Variable rate | | $ | 62.7 | | | $ | 282.8 | | | $ | 616.9 | | | $ | 2,336.4 | | | $ | — | | | $ | — | | | $ | 3,298.8 | |

| Average interest rate | | 3.2 | | % | | 3.2 | | % | | 3.2 | | % | | 3.2 | | % | | — | | % | | — | | % | | 3.2 | | % |

We currently own approximately 72% of Wynn Macau, Limited ("WML") and operate two integrated resorts in the Macau Special Administrative Region of the People's Republic of China ("Macau"), Wynn [removed: Macau] [added: Palace] and Wynn [removed: Palace] [added: Macau] (collectively, our "Macau Operations").

We are also currently constructing [removed: Wynn] [added: Encore] Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston, which we expect to open in mid-2019.

We present the operating results of our three resorts in the following segments: Wynn [removed: Macau, Wynn] Palace, [added: Wynn Macau,] and Las Vegas Operations.

For more information on [removed: our segments,] [added: the Retail Joint Venture,] see Item 8—"Financial Statements and Supplementary Data," Note [removed: 15, "Segment Information."][added: 14, "Retail Joint Venture."]

Any document Wynn Resorts files may be inspected, without charge, at the SEC's [removed: public reference room at 100 F Street, N.E. Washington, D.C. 20549 or at the SEC's] internet site address at http://www.sec.gov.

We lease from the Macau government approximately [removed: 16] [added: 51] acres of land in [removed: downtown Macau's inner harbor] [added: the Cotai area of Macau] where Wynn [removed: Macau] [added: Palace] is located and [removed: 51] [added: 16] acres of land in [removed: the Cotai area of Macau] [added: downtown Macau's inner harbor] where Wynn [removed: Palace] [added: Macau] is located.

Wynn Macau features the following as of February [removed: 15, 2018:][added: 20, 2019:]

| • | Approximately 273,000 square feet of casino space, offering 24-hour gaming and a full range of games with [removed: 316] [added: 317] table games and [removed: 988] [added: 810] slot machines, private gaming salons, sky casinos and a poker pit; |

| • | [removed: Eight] [added: 13] food and beverage outlets; |

| • | Recreation and leisure facilities, including two health [removed: clubs,] [added: clubs and full service] spas, a salon and a pool; and |

Wynn Palace features the following as of February [removed: 15, 2018:][added: 20, 2019:]

| • | Approximately [removed: 420,000] [added: 424,000] square feet of casino space, offering 24-hour gaming and a full range of games with [removed: 323] [added: 320] table games and [removed: 1,115] [added: 1,041] slot machines, private gaming salons and sky casinos; |

Wynn Las Vegas features the following as of February [removed: 15, 2018:][added: 20, 2019:]

| • | Approximately 192,000 square feet of casino space, offering 24-hour gaming and a full range of games with [removed: 247] [added: 243] table games and [removed: 1,829] [added: 1,811] slot machines, private gaming salons, a sky casino, a poker room, and a race and sports book; |

| • | Approximately [removed: 110,000] [added: 160,000] square feet of high-end, brand-name retail space [removed: (of which, 103,000 square feet] [added: (the majority of which] is owned and operated under a joint venture of which we own 50.1%); |

In November 2017, we contributed approximately 74,000 square feet of additional retail space to the Retail Joint Venture, [removed: the majority of] which [removed: is currently under][added: opened in November 2018.]

We are currently constructing [removed: Wynn] [added: Encore] Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston along the Mystic River.

The total project budget, including gaming license fees, construction costs, capitalized interest, pre-opening expenses and land costs, is estimated to be approximately [removed: $2.5] [added: $2.6] billion.

As of December 31, [removed: 2017,] [added: 2018,] we have incurred approximately [removed: $1.13] [added: $2.03] billion in total project costs.

We expect to open [removed: Wynn] [added: Encore] Boston Harbor in mid-2019.

We [added: are currently constructing approximately 430,000 square feet of additional meeting and convention space at Wynn Las Vegas and] have begun [added: design and] site preparation [removed: and pre-construction activities] for the [removed: redevelopment] [added: reconfiguration] of the [removed: land previously occupied by the] Wynn Las Vegas golf course, which we closed in the fourth quarter of 2017.

Based on current designs, we estimate the total project budget [removed: for Phase 1] to be approximately [removed: $500 million and we expect to open Phase 1 in the first half of 2020.][added: $425 million.]

The Company's integrated resort business [removed: model, pioneered by Mr. Wynn,] [added: model] integrates luxury hotel rooms, high-end retail, an array of dining and entertainment options, meeting [added: and convention] space, and gaming, all supported by superior levels of customer service.

| • | Collectively, Wynn Resorts earned more Five-Star awards than any other independent hotel company in the world in the official [removed: 2018] [added: 2019] Forbes Travel Guide Star Rating list. |

| • | [added: In 2019,] Wynn Macau continues to be the only resort in the world with eight [added: individual] Forbes [removed: Travel Guide] Five-Star awards. |

| • | Wynn Resorts was once again honored as the highest ranking casino resort on FORTUNE Magazine's [removed: 2018] [added: 2019] World's Most Admired Companies list in the hotel, casino and resort category. |

Macau is governed as a special administrative region of China and is located approximately 37 miles southwest [removed: of, and approximately one hour away via ferry from,] [added: of] Hong Kong.

According to Macau Statistical Information, annual gaming revenues have grown from $2.9 billion in 2002 to [removed: $33.1] [added: $37.5] billion in [removed: 2017.][added: 2018.]

According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, approximately 90% of the visitors to Macau in [removed: 2017] [added: 2018] came from mainland China, Hong Kong, and Taiwan.

[removed: Government statistics show an] [added: The] increase [removed: of 5.4%] in [removed: Macau] tourist arrivals [removed: in 2017 compared to 2016, from 31 million to 33 million, which] contributed to [removed: an] [added: a 13.3%] increase in annual gaming revenues [removed: in Macau from $27.9] [added: to $37.5] billion in [removed: 2016 to] [added: 2018, from] $33.1 billion in 2017.

As of December 31, [removed: 2017,] [added: 2018,] there were [removed: 37,100] [added: 38,800] hotel rooms, [removed: 6,419] [added: 6,588] table games and [removed: 15,622] [added: 16,059] slot machines in Macau, compared to 12,978 [added: hotel rooms, 2,762 table games and 6,546 slot machines as of December 31, 2006.]

During 2016, we contributed to the new capacity in the [removed: market,] [added: market] with the opening of Wynn Palace in the Cotai area.

[removed: Several of the current concessionaires and subconcessionaires] also opened additional facilities [removed: during] [added: from] 2016 [removed: and 2017] [added: through 2018] in the Cotai area and will open additional facilities over the next few years, which will further increase other gaming and non-gaming offerings in the Macau market.

Our Macau Operations face competition primarily from the 39 other casinos located throughout Macau in addition to casinos located throughout the world, including Singapore, [added: South Korea, the] Philippines, Malaysia, Australia, Las Vegas, cruise ships in Asia that offer gaming, and other casinos throughout Asia.

Concessionaires also are subject to periodic financial reporting requirements and reporting obligations with respect to, among other things, certain contracts, financing activities and transactions with directors, financiers and key [added: employees.]

The Macau government has publicly commented that it is studying the process by which gaming concessions and subconcessions [removed: will] [added: may] be [removed: renewed.][added: extended, renewed or issued.]

[removed: The DICJ] [added: Macau's Gaming Inspection and Coordination Bureau (the "DICJ")] implemented certain instructions in 2009, which have the force of law, relating to commissions paid to, and by, gaming promoters.

Our Las Vegas Operations are subject to the licensing and regulatory control of the Nevada Gaming Commission ("NGC"), the [removed: NGCB] [added: Nevada Gaming Control Board (“NGCB”)] and the Clark County Liquor and Gaming Licensing Board [removed: ("CCLGLB"), which we refer to herein collectively as the "Nevada Gaming Authorities."][added: ("CCLGLB").]

Our subsidiary, Wynn Las Vegas, LLC, the owner and operator of Wynn Las Vegas, [removed: has been approved] [added: is licensed] by the Nevada Gaming Authorities [removed: as a limited liability company licensee, which includes approval] to conduct casino gaming operations, including a race book and sports pool, pari-mutuel wagering and the operation of gaming salons.

[removed: However, the] [added: The] Nevada Gaming Authorities may require additional applications and may also deny an application for licensing for any reason which they deem appropriate.

We

expect to reopen the golf course in the fourth quarter of 2019 and open the additional meeting and convention space in the first quarter of 2020.

We have begun a reconfiguration of the current Wynn Club gaming area at Wynn Macau.

When completed, the enhanced space will consist of approximately 40 mass market table games, a refurbished high-limit slot area, two new restaurants and approximately 7,400 square feet of retail space, and will provide for improved pedestrian access.

We estimate the total project budget to be approximately $62 million.

We expect to complete the gaming enhancements and open the new restaurants in the third quarter of 2019, and we expect to open the new retail space at the end of 2019.

We are exploring various development opportunities with respect to the approximately 38 acres of land located on the Las Vegas Strip directly across from Wynn Las Vegas.

| • | Wynn Palace garnered six individual Five-Star awards in the 2019 Forbes Travel Guide Star Rating list. |

| • | With fourteen Forbes Five-Star awards combined, Wynn Macau and Wynn Palace are the most decorated integrated resort brands in Asia. |

The journey between Macau and Hong Kong takes approximately 15 minutes by helicopter, 30 minutes by road since the opening of the Hong Kong-Zhuhai-Macau Bridge in October 2018 and one hour by jetfoil ferry.

According to 2018 government statistics, Macau tourist arrivals increased 9.8%, to 35.8 million, from 32.6 million in 2017.

Several of the current concessionaires and subconcessionaires

Additionally, certain other Asian countries have legalized or in the future may legalize gaming, such as Japan, Taiwan and Thailand, which could increase competition for our Macau Operations.

During 2018, the economic environment in the gaming and hotel markets improved in Las Vegas.

Las Vegas Strip gaming revenues increased to $6.6 billion from $6.5 billion in 2017.

Overall Las Vegas visitor volume was 42.1 million in 2018.

Passenger traffic at McCarran International Airport increased 2.5% in 2018, following year-over-year increases of 5.8%, 4.5%, and 2.2% from 2015 to 2017, respectively.

During 2018, the average daily room rate and revenue per available room on the Las Vegas Strip increased 1.2% and 0.6%, respectively.

Occupancy on the Las Vegas Strip slightly decreased 0.5% to 89.5%, from 90.0% in 2017.

Convention attendees decreased 2.2% in 2018, following year-over-year increases of 5.3%, 7.1%, and 13.4% from 2015 to 2017, respectively.

The current term of our gaming concession ends on June 26, 2022.

The gaming concession or subconcession held by each of Galaxy, Sands and Melco also end on June 26, 2022.

The gaming concession or subconcession held by each of SJM and MGM China ends on March 31, 2020.

Local Macau media has reported that the DICJ is finalizing its proposal for additional regulations and enhanced requirements on gaming promoters that may come into effect in 2019.

The NGC and NGCB are referred to herein collectively as the "Nevada Gaming Authorities."

We have applied for a new Shelf Approval.

The NGC may also require controlling stockholders, officers,

The Massachusetts Expanded Gaming Act and the regulations promulgated thereunder (collectively the “Massachusetts Act”) subjects the owners and operators of gaming establishments to extensive state licensing and regulatory requirements.

We are subject to the Massachusetts Act through our ownership interest in Wynn MA, LLC, (“Wynn MA”) which is expected to operate Encore Boston Harbor currently scheduled for completion and opening in mid-2019.

The Massachusetts Gaming Commission (“MGC”) is responsible for issuing licenses under the Massachusetts Act and assuring that licenses are not issued or held by unqualified, disqualified or unsuitable persons.

The MGC, in particular its Investigations and Enforcement Bureau (“IEB”), has extensive authority to conduct background investigations and to determine whether applicants for Category 1 licenses, affiliated holding or intermediary companies, subsidiaries, directors, managers, officers, financiers and debt holders, associates, key gaming executives and employees, other gaming related employees, and other persons or entities holding a five percent or greater direct or indirect interest in the applicant, are qualified under the Massachusetts Act (with certain exemptions for institutional investors in the discretion of the Massachusetts Commission).

While a Category 1 license has been awarded to Wynn MA, Wynn MA may not conduct gaming activities until an operations certificate has been issued by the MGC, which will be issued upon compliance with applicable provisions of the Massachusetts Act, receipt of all required permits and approvals, compliance with the conditions of Wynn MA’s Category 1 license, and Wynn MA continuing to meet applicable licensing, registration, qualification and other regulatory requirements.

The MGC has responsibility for the continuing regulation and licensing of the licensee and its officers, directors, employees and other designated persons.

The MGC retains the authority to suspend, revoke or condition a Category 1 license, or any other license issued under the Massachusetts Act, and the IEB may levy civil penalties for regulatory and other violations.

All licenses issued under the Massachusetts Act are expressly deemed a revocable privilege, conditioned on the licensee’s fulfillment of all conditions of licensure, compliance with applicable laws and regulations, and the licensee’s continuing qualification and suitability.

Among other things, the MGC is also responsible for the collection of application, license and other fees, conducting investigations of and monitoring applicants and licensees, and reviewing and ruling on complaints, and may conduct inspections of the gaming establishment premises or the licensee’s records and equipment.

On February 19, 2019, the United Auto Workers Union filed a petition with the National Labor Relations Board seeking to replace the Transportation Workers Union as the bargaining representative for the table games dealers.

An election will be held in March 2019 to make that determination.

In December 2018, employees in the horticulture and transportation departments at Wynn Las Vegas voted to be represented by the International Brotherhood of Teamsters, and the Company is in the process of negotiating a collective bargaining agreement which would cover approximately 190 employees.

Pursuant to the Surname Rights Agreement, dated August 6, 2004, Stephen A.

On February 6, 2018, our founder, Stephen A.

Wynn ("Mr. Wynn"), resigned as Chief Executive Officer ("CEO") and Chairman of the Board of Directors after allegations of inappropriate personal conduct by Mr. Wynn in the workplace were reported in a January 26, 2018 Wall Street Journal article.

In light of the article, on January 26, 2018, the Company's Board of Directors formed a Special Committee comprised solely of independent directors to investigate the allegations against Mr. Wynn.

On February 12, 2018, the Special Committee announced that its review was expanded to include a comprehensive review of the Company's internal policies and procedures with the goal of employing best practices to maintain a safe and respectful workplace for all employees.

The Board of Directors also announced that its Nominating and Corporate Governance Committee is commencing a process to add additional directors to strengthen the composition, skills and experience of the Board of Directors.

The Nevada Gaming Control Board (the "NGCB") and the Massachusetts Gaming Commission (the "MGC") have also commenced investigations into the foregoing matters, including suitability with respect to the Company and its licensees.

The Company is cooperating with these regulatory reviews.

In addition, the Macau Gaming Inspection and Coordination Bureau (the "DICJ") is monitoring and reviewing the situation, and the Company is cooperating.

As addressed in this annual report on Form 10-K (this "Form 10-K"), these events create a number of risks and uncertainties that could materially adversely affect the Company's business and prospects.

For more information, see Item 1—"Business—Our Strategy," Item 1—"Business — Regulation and Licensing," Item 1A—"Risk Factors," Item 3—"Legal Proceedings," and Item 8—"Financial Statements and Supplementary Data," Note 7, "Long-Term Debt," Note 8, "Related Party Transactions," and Note 14, "Commitments and Contingencies—Litigation."

| | |

| --- | --- |

construction at Wynn Las Vegas.

We expect to open the additional retail space in the second half of 2018.

For more information on the Retail Joint Venture, see Item 8—"Financial Statements and Supplementary Data," Note 3, "Retail Joint Venture."

Phase 1 of the project is expected to include a lagoon and additional meeting and convention space.

| • | Wynn Palace has earned a coveted Five-Star triple crown for its hotel, spa and Sushi Mizumi restaurant on the 2018 Forbes Travel Guide Star Rating list. |

| • | Wynn Palace is the first and only resort in the world with more than one thousand rooms to receive Five Stars. |

hotel rooms, 2,762 table games and 6,546 slot machines as of December 31, 2006.

If current efforts to legalize gaming in other Asian countries, such as Japan, are successful, our Macau Operations will face additional competition.

During 2017, the economic environment in the gaming and hotel markets improved in Las Vegas, with Las Vegas Strip gaming revenues increasing to $6.5 billion from $6.4 billion in 2016, despite a slight decline in visitation of 1.7%, which was largely driven by renovation projects at a number of properties, decreasing hotel room inventory.

During 2017, the average daily room rate and revenue per available room increased 2.9% and 2.1%, respectively, and were partially offset by a 0.5% decrease in occupancy.

Geographic Data

Geographic data, which aligns with our segment presentation, is reported in Item 8—"Financial Statements and Supplementary Data," Note 15, "Segment Information." Additional financial data about our geographic operations is provided in Item 7—"Management's Discussion and Analysis of Financial Condition and Results of Operations."

On February 6, 2018, Mr. Wynn resigned as CEO and Chairman of the Board of Directors after allegations of inappropriate personal conduct by Mr. Wynn in the workplace were reported in a January 26, 2018 Wall Street Journal article.

The NGCB and the MGC have also commenced investigations into the foregoing matters, including suitability with respect to the Company and its licensees.

In addition, the DICJ is monitoring and reviewing the situation, and the Company is cooperating.

As discussed further below, each of these regulatory authorities has extensive power to license and oversee the operations of our casino resorts.

General.

employees.

Concession Agreement.

Our gaming concession ends in 2022 along with Galaxy's, Sands' and Melco's concessions.

SJM's and MGM China's concessions will end in 2020.

Gaming Promoters.

Introduction.

Policy Concerns of Gaming Laws.

Owner and Operator Licensing Requirements.

Company Registration Requirements.

Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. are co-issuers of the debt securities.

Wynn Las Vegas Capital Corp. was not required to be registered or licensed, but may be required to be found suitable as a lender or financing source.

[removed: See] [added: For information regarding the Company's legal proceedings see] Item 8—"Financial Statements and Supplementary Data," Note [removed: 14,] [added: 15,] "Commitments and Contingencies—Litigation" in this Annual Report on Form 10-K, which is incorporated herein by reference, and Item 1A—"Risk Factors" in this Annual Report on Form 10-K.

| | For the fiscal year ended December 31, [removed: 2017] [added: 2018] |

Indicate by check mark whether the [removed: registrant:] [added: registrant] (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T [removed: (§232.405] [added: (§ 232.405] of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Non-accelerated filer | | ¨ [removed: (Do not check if a smaller reporting company)] | | Smaller reporting company | | ¨ |

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 [removed: 30, 2017] [added: 29, 2018] was approximately [removed: $10.74] [added: $16.34] billion.

As of February 15, [removed: 2018, 103,017,861] [added: 2019, 107,635,436] shares of the registrant's Common Stock, $0.01 par value, were outstanding.

Portions of the registrant's Proxy Statement for its [removed: 2018] [added: 2019] 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.

| Item 1. | [removed: [Business](#s1415A582ADEF52B2B7EC70C72B98E7EF)] [added: [Business](#sE85C5837E9DB55169AAE54DB7D45EBBD)] | [removed: [3](#s1415A582ADEF52B2B7EC70C72B98E7EF)] [added: [3](#sE85C5837E9DB55169AAE54DB7D45EBBD)] |

| Item 1A. | [Risk [removed: Factors](#sD8AAB803DD42509EAB4881F15F97C1B9)] [added: Factors](#s5CCDB8A3FC6652518AD9878AF7BFC89F)] | [removed: [16](#sD8AAB803DD42509EAB4881F15F97C1B9)] [added: [16](#s5CCDB8A3FC6652518AD9878AF7BFC89F)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s114AEEC6C59E5E30B289AC60B0B1C197)] [added: Comments](#sAF24A3C94BDA5D549224FCFFBEE1D865)] | [removed: [32](#s114AEEC6C59E5E30B289AC60B0B1C197)] [added: [32](#sAF24A3C94BDA5D549224FCFFBEE1D865)] |

| Item 2. | [removed: [Properties](#s6F33D4B60BA05555A0FDE2C704E51536)] [added: [Properties](#sFFF5B151809151D49DCF4C2D0CF0B51F)] | [removed: [33](#s6F33D4B60BA05555A0FDE2C704E51536)] [added: [33](#sFFF5B151809151D49DCF4C2D0CF0B51F)] |

| Item 3. | [Legal [removed: Proceedings](#s08221189BC43555B96B6A69252193D6A)] [added: Proceedings](#s246CB3E322EF543BB8DBA332FD0979FE)] | [removed: [33](#s08221189BC43555B96B6A69252193D6A)] [added: [33](#s246CB3E322EF543BB8DBA332FD0979FE)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s72255168290854A99DEE57D3FC878F66)] [added: Disclosures](#sE62FC0CE59A855F7890F41439AB718E9)] | [removed: [33](#s72255168290854A99DEE57D3FC878F66)] [added: [33](#sE62FC0CE59A855F7890F41439AB718E9)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s5B3BE44DDA6B5348A7649CA0D29F9891)] [added: Securities](#s159BAAF4BB295F56B71EA3069458BC91)] | [removed: [34](#s5B3BE44DDA6B5348A7649CA0D29F9891)] [added: [34](#s882E7573CD9554B6882038B50006D966)] |

| Item 6. | [Selected Financial [removed: Data](#s2D84CABE7FA85BC2863BD8D2B1149343)] [added: Data](#sEA4332FCE1BD5F2784136CCAF32B2052)] | [removed: [36](#s2D84CABE7FA85BC2863BD8D2B1149343)] [added: [36](#sEA4332FCE1BD5F2784136CCAF32B2052)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s547E0E176DB45F748881454D11A645BF)] [added: Operations](#sCE7E1EA0A795596AB6EC49284D4B3C2B)] | [removed: [37](#s547E0E176DB45F748881454D11A645BF)] [added: [37](#sCE7E1EA0A795596AB6EC49284D4B3C2B)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sAEC139789DD755869545918BB4E2EF76)] [added: Risk](#s772EDE3D4D765700994C6D020A0184E0)] | [removed: [64](#sAEC139789DD755869545918BB4E2EF76)] [added: [61](#s772EDE3D4D765700994C6D020A0184E0)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s42C915D0906B5637BC32F78BFE7C5D29)] [added: Data](#s60E972DCBCCC5E33BA0DAD4ADCD8F1C5)] | [removed: [66](#s42C915D0906B5637BC32F78BFE7C5D29)] [added: [63](#s60E972DCBCCC5E33BA0DAD4ADCD8F1C5)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s0F6ECD14D5EA5B25A2462FFA2AB1623E)] [added: Disclosure](#s7781D8679BA65DBAA04C279B3F8DA1F3)] | [removed: [119](#s0F6ECD14D5EA5B25A2462FFA2AB1623E)] [added: [116](#s7781D8679BA65DBAA04C279B3F8DA1F3)] |

| Item 9A. | [Controls and [removed: Procedures](#sBC66AE88542A5C519A1689CCF2EF47F2)] [added: Procedures](#s60E291772B7A59408940D22C6A61E679)] | [removed: [119](#sBC66AE88542A5C519A1689CCF2EF47F2)] [added: [116](#s60E291772B7A59408940D22C6A61E679)] |

| Item 9B. | [Other [removed: Information](#s002B4F812F1251E7B1B9FC186C8EFB13)] [added: Information](#s4662828CDC6B56AB972B1F15B96B9F5A)] | [removed: [120](#s002B4F812F1251E7B1B9FC186C8EFB13)] [added: [116](#s4662828CDC6B56AB972B1F15B96B9F5A)] |

| [PART [removed: III](#s0FF6424DC21655718EF8050DD2B8A586)] [added: III](#sB07ACB95616354E792B75DC31EDE6E37)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s35472CC5424E5DDF83A3EEB69FD3E25A)] [added: Governance](#s19194DD806BE50A9B1FFF606FA9D891E)] | [removed: [121](#s35472CC5424E5DDF83A3EEB69FD3E25A)] [added: [117](#s19194DD806BE50A9B1FFF606FA9D891E)] |

| Item 11. | [Executive [removed: Compensation](#s009D555DF950599883C5AC81AB6C2C01)] [added: Compensation](#s5E9AB5B16D1A53D18F0E4CE517BC74F3)] | [removed: [121](#s009D555DF950599883C5AC81AB6C2C01)] [added: [117](#s5E9AB5B16D1A53D18F0E4CE517BC74F3)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s33138087ADA554C9B22EAB9532555BDA)] [added: Matters](#sDCB377686CF759C2BE3FC50783806C3B)] | [removed: [121](#s33138087ADA554C9B22EAB9532555BDA)] [added: [117](#sDCB377686CF759C2BE3FC50783806C3B)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s9533D8A2A67757A0A3C4D3822DB2E5D2)] [added: Independence](#s0B34E88B859E502E850FC2EF3AA679AD)] | [removed: [121](#s9533D8A2A67757A0A3C4D3822DB2E5D2)] [added: [117](#s0B34E88B859E502E850FC2EF3AA679AD)] |

| Item 14. | [Principal Accountant Fees and [removed: Services](#s89E5A89466A85DB4AE9503F09A13D61B)] [added: Services](#sB329DDEC7D815089B88AF872D2D6CED8)] | [removed: [121](#s89E5A89466A85DB4AE9503F09A13D61B)] [added: [117](#sB329DDEC7D815089B88AF872D2D6CED8)] |

| Item 15. | [Exhibits, Financial Statement [removed: Schedules](#sF344BCEDC7595694B720ECA6E085DE3A)] [added: Schedules](#s983E5CD0D813591BABD3BB0F416E1736)] | [removed: [122](#sF344BCEDC7595694B720ECA6E085DE3A)] [added: [118](#s983E5CD0D813591BABD3BB0F416E1736)] |

| Item 16. | [Form 10-K [removed: Summary](#sb32dabf881f74be2ad98aed7a5b95750)] [added: Summary](#s253A0760D81A54E98E20520AF2700E86)] | [removed: [128](#sb32dabf881f74be2ad98aed7a5b95750)] [added: [123](#s253A0760D81A54E98E20520AF2700E86)] |

10-K 1 wrl-20181231x10k.htm 10-K

| [PART I](#s6CDCA2403E91570EBD50483672BD75E3) | | |

| [PART II](#s882E7573CD9554B6882038B50006D966) | | |

| [PART IV](#sEAA60B33F09A5001B94C68281F5AD619) | | |

| [Signatures](#s318A55E3F8C85E13B8098B4E146BCF7A) | | [124](#s318A55E3F8C85E13B8098B4E146BCF7A) |

10-K 1 wrl-20171231x10k.htm 10-K

| [PART I](#sEEC79B4E95B355558C0300EDCFC77A55) | | |

| [PART II](#s009F5C53D68857B89C28275D65992A6F) | | |

| [PART IV](#sB44979FF03DB5431AF0A5D879D9BC446) | | |

| [Signatures](#s02C35E3FC95957739F2133821797F7C5) | | [129](#s02C35E3FC95957739F2133821797F7C5) |

| [removed: Wynn] [added: Encore] Boston Harbor (3) | | 33 | | Located in Everett, Massachusetts, adjacent to Boston along the Mystic River. |

Wynn [added: Palace and Wynn] Macau [removed: is] [added: are built on land] leased under [removed: a] land concession [removed: contract] [added: contracts each] with [removed: a term] [added: terms] of 25 years from [added: May 2012 and] August 2004, [added: respectively,] which may be renewed with government approval for successive periods.

(2) We own approximately 834 acre-feet of permitted and certificated water rights, which we [removed: used] [added: will use] to irrigate the golf course [removed: prior to its closing] [added: upon opening] in the fourth quarter of [removed: 2017.][added: 2019.]

(4) [removed: Subsequent to December 31, 2017,] [added: During the first quarter of 2018,] we acquired approximately 38 acres of land, of which approximately 16 acres are subject to a ground lease that expires in [added: July] 2097.

Wynn Palace is leased under a land concession contract with a term of 25 years from May 2012, which may be renewed with government approval for successive periods.

We anticipate using our water rights to support the redevelopment of the golf course land.

Our [added: outstanding] common stock trades on the Nasdaq Global Select Market under the symbol "WYNN." [removed: The following table sets forth the high and low sale prices for the indicated periods, as reported by the Nasdaq Global Select Market.]

There were approximately [removed: 165] [added: 152] holders of record of our common stock as of February 15, [removed: 2018.][added: 2019.]

[added: For more information on the Company's publicly announced repurchase program, see Item 8—"Financial Statements and Supplementary Data," Note 7, "Stockholders' Equity."] In November [removed: 2017,] [added: 2018,] we repurchased 630 shares in satisfaction of tax withholding obligations on vested restricted stock at an average price of [removed: $150.09] [added: $111.69] per share, for a total amount of [added: approximately] $0.1 million.

The performance graph assumes that $100 was invested on December 31, [removed: 2012] [added: 2013] 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.

[removed: ][added: ]

| *$100 invested on [removed: 12/31/12] [added: 12/31/13] in stock or index, including reinvestment of dividends. Fiscal year ending December 31. |

| Copyright © [removed: 2018] [added: 2019] S&P, a division of McGraw Hill Financial. All rights reserved. |

| Copyright © [removed: 2018] [added: 2019] Dow Jones & Co. All rights reserved. |

The following table provides information about share repurchases we made of our common stock as part of our equity repurchase program during the quarter ended December 31, 2018:

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

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

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

| For the Month Ended | | Number of Shares Repurchased | | | Weighted Average Price Paid Per Share | | | | Shares Repurchased as Part of a Publicly Announced Program | | | Approximate Dollar Value Remaining Under the Program (in thousands) (1) | | |

| October 31, 2018 | | — | | | $ | — | | | — | | | $ | 1,000,000 | |

| November 30, 2018 | | 937,651 | | | $ | 104.74 | | | 937,651 | | | 901,787 | | |

| December 31, 2018 | | 540,901 | | | $ | 108.07 | | | 540,901 | | | 843,332 | | |

(1) The Company's Board of Directors authorized an equity repurchase program in April of 2016 of up to $1 billion of our common stock.

Repurchases may be made at the discretion of the Company from time to time on the open market or in privately negotiated transactions.

The Company is not obligated to make any repurchases, and the repurchase program may be discontinued at any time.

Any shares acquired are available for general corporate purposes.

Any shares repurchased during the periods presented are recorded in Treasury Stock.

None of the 630 repurchases that occurred in November 2018 were part of the Company's publicly announced share repurchase program.

| | | | | | | | |

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

| | High | | | | Low | | |

| 2018 | | | | | | | |

| First Quarter (through February 15, 2018) | $ | 203.63 | | | $ | 160.38 | |

| 2017 | | | | | | | |

| First Quarter | $ | 116.19 | | | $ | 86.20 | |

| Second Quarter | $ | 139.67 | | | $ | 112.91 | |

| Third Quarter | $ | 150.15 | | | $ | 124.11 | |

| Fourth Quarter | $ | 171.06 | | | $ | 139.20 | |

| 2016 | | | | | | | |

| First Quarter | $ | 96.60 | | | $ | 49.95 | |

| Second Quarter | $ | 105.69 | | | $ | 85.72 | |

| Third Quarter | $ | 109.50 | | | $ | 87.26 | |

| Fourth Quarter | $ | 104.90 | | | $ | 82.51 | |

Dividends

Wynn Resorts is a holding company and, as a result, our ability to pay dividends is highly dependent on our ability to obtain funds and our subsidiaries' ability to provide funds to us.

Restrictions imposed by our subsidiaries' debt instruments significantly restrict certain key subsidiaries, including Wynn America and Wynn Macau SA, from making dividends or distributions to Wynn Resorts.

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 each quarter of 2017 and 2016, the Company paid a cash dividend of $0.50 per share, for annual cash dividends of $2.00 per share.

On January 22, 2018, the Company announced a cash dividend of $0.50 per share, payable on February 27, 2018, to stockholders of record as of February 15, 2018.

Our Board of Directors will continue to periodically assess the level and appropriateness of any cash dividends.

In December 2017, we repurchased 54,768 shares in satisfaction of tax withholding obligations on vested restricted stock at an average price of $167.75 per share, for a total amount of $9.2 million.

None of the foregoing repurchases that occurred in November 2017 and December 2017 were part of the Company's publicly announced repurchase program, which is discussed in Item 8—"Financial Statements and Supplementary Data," Note 9, "Stockholders' Equity."

The following financial information for each of the five years ended December 31, [added: 2018,] 2017, 2016, [removed: 2015, 2014] [added: 2015] and [removed: 2013] [added: 2014] has been derived from our consolidated financial statements.

Operating results for the periods presented are not [added: necessarily] indicative of the results that may be expected for future years.

| | [removed: 2017] [added: 2018] (1) [added: (4)] | | | | [removed: 2016] [added: 2017] (2) [added: (4)] | | | | [removed: 2015] [added: 2016 (3) (4)] | | | | [removed: 2014] [added: 2015 (4)] | | | | [removed: 2013] [added: 2014 (4)] | | |

| Pre-opening [removed: expenses] | [removed: 26,692] [added: 53,490] | | | | [removed: 154,717] [added: 26,692] | | | | [removed: 77,623] [added: 154,717] | | | | [removed: 30,146] [added: 77,623] | | | | [removed: 3,169] [added: 30,146] | | |

| Operating income | [removed: 1,055,565] [added: 735,544] | | | | [removed: 521,662] [added: 1,055,565] | | | | [removed: 658,814] [added: 521,662] | | | | [removed: 1,266,278] [added: 658,814] | | | | [removed: 1,290,091] [added: 1,266,278] | | |

| Net income | [removed: 889,254] [added: 803,084] | | | | [removed: 302,469] [added: 889,254] | | | | [removed: 281,524] [added: 302,469] | | | | [removed: 962,644] [added: 281,524] | | | | [removed: 1,004,157] [added: 962,644] | | |

| Less: net income attributable to noncontrolling interests | [removed: (142,073] [added: (230,654] | | ) | | [removed: (60,494] [added: (142,073] | | ) | | [removed: (86,234] [added: (60,494] | | ) | | [removed: (231,090] [added: (86,234] | | ) | | [removed: (275,505] [added: (231,090] | | ) |

| Net income attributable to Wynn Resorts, Limited | [removed: 747,181] [added: 572,430] | | | | [removed: 241,975] [added: 747,181] | | | | [removed: 195,290] [added: 241,975] | | | | [removed: 731,554] [added: 195,290] | | | | [removed: 728,652] [added: 731,554] | | |

| Basic income per share | $ | [removed: 7.32] [added: 5.37] | | | $ | [removed: 2.39] [added: 7.32] | | | $ | [removed: 1.93] [added: 2.39] | | | $ | [removed: 7.25] [added: 1.93] | | | $ | 7.25 | |

| Diluted income per share | $ | [removed: 7.28] [added: 5.35] | | | $ | [removed: 2.38] [added: 7.28] | | | $ | [removed: 1.92] [added: 2.38] | | | $ | [removed: 7.18] [added: 1.92] | | | $ | 7.17 | |

| Cash and cash equivalents | $ | [removed: 2,804,474] [added: 2,215,001] | | | $ | [removed: 2,453,122] [added: 2,804,474] | | | $ | [removed: 2,080,089] [added: 2,453,122] | | | $ | [removed: 2,182,164] [added: 2,080,089] | | | $ | [removed: 2,435,041] [added: 2,182,164] | |

| Construction in progress | [removed: 1,016,207] [added: 1,912,801] | | | | [removed: 299,686] [added: 1,016,207] | | | | [removed: 3,217,117] [added: 299,686] | | | | [removed: 1,666,326] [added: 3,217,117] | | | | [removed: 558,624] [added: 1,666,326] | | |

| Total assets | [removed: 12,681,739] [added: 13,216,269] | | | | [removed: 11,953,557] [added: 12,681,739] | | | | [removed: 10,459,159] [added: 11,953,557] | | | | [removed: 9,001,919] [added: 10,459,159] | | | | [removed: 8,332,133] [added: 9,001,919] | | |

| Total long-term obligations [removed: (3)] [added: (5)] | [removed: 9,673,099] [added: 9,519,417] | | | | [removed: 10,279,375] [added: 9,673,099] | | | | [removed: 9,327,143] [added: 10,279,375] | | | | [removed: 7,482,510] [added: 9,327,143] | | | | [removed: 6,748,283] [added: 7,482,510] | | |

| Stockholders' equity | [removed: 1,078,350] [added: 1,814,789] | | | | [removed: 257,881] [added: 1,078,350] | | | | [removed: 21,845] [added: 257,881] | | | | [removed: 211,091] [added: 21,845] | | | | [removed: 132,351] [added: 211,091] | | |

| Cash dividends declared per common share | $ | [removed: 2.00] [added: 2.75] | | | $ | 2.00 | | | $ | [removed: 3.00] [added: 2.00] | | | $ | [removed: 6.25] [added: 3.00] | | | $ | [removed: 7.00] [added: 6.25] | |

| [removed: (1)] [added: (2)] | During the fourth quarter of 2017, we recorded a provisional income tax benefit of $339.9 million related to the enactment of U.S. tax reform. See Item 8—"Financial Statements and Supplementary Data," Note [removed: 13,] [added: 12,] "Income Taxes." |

| [removed: (2)] [added: (3)] | Wynn Palace opened on August 22, 2016. |

| [removed: (3)] [added: (5)] | Includes long-term debt, other long-term liabilities, deferred income tax liabilities, net and the required contract premium payments under our land concession contracts at Wynn Palace. |

| Operating revenues | $ | 6,717,660 | | | $ | 6,070,160 | | | $ | 4,345,797 | | | $ | 4,075,883 | | | $ | 5,433,661 | |

| | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

| (1) | During the fourth quarter of 2018, we recorded a tax benefit of $390.9 million related to clarified U.S. tax reform guidance issued by the Internal Revenue Service in the fourth quarter of 2018, which was incremental to the provisional tax benefit recorded during the fourth quarter of 2017. See Item 8—"Financial Statements and Supplementary Data," Note 12, "Income Taxes." Additionally, the Company incurred a litigation settlement expense totaling $463.6 million in 2018. See Item 8—"Financial Statements and Supplementary Data," Note 15, "Commitments and Contingencies." |

| | |

| --- | --- |

| (4) | The results presented reflect the Company's adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"), effective January 1, 2018. 2017 and 2016 operating revenues have been adjusted to reflect the full retrospective adoption of ASC 606, with no impact to operating income or net income. 2015 and 2014 operating revenues were not recast for the adoption of ASC 606 and, as a result, are not comparable to 2016, 2017 and 2018 operating revenues. See Item 8—"Financial Statements and Supplementary Data," Note 2, "Summary of Significant Accounting Policies." |

| | |

| --- | --- |

| Net revenues | $ | 6,306,368 | | | $ | 4,466,297 | | | $ | 4,075,883 | | | $ | 5,433,661 | | | $ | 5,620,936 | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#s71495289DCF457AE92D0455FC051FED4)] [added: Firm](#s6928531971BF5B988361CDED60F33C3A)] | [removed: [67](#s71495289DCF457AE92D0455FC051FED4)] [added: [64](#s6928531971BF5B988361CDED60F33C3A)] |

| [Consolidated Balance [removed: Sheets](#s5FFCAEB7C37053B5A88F112462960878)] [added: Sheets](#s095472AD695E5DBB92283C81895A98BA)] | [removed: [69](#s5FFCAEB7C37053B5A88F112462960878)] [added: [66](#s095472AD695E5DBB92283C81895A98BA)] |

| [Consolidated Statements of [removed: Income](#s151271FD858250EBB6C1D2A5BB0DD01D)] [added: Income](#s536E35B7CFDF57DE854861480459E685)] | [removed: [70](#s151271FD858250EBB6C1D2A5BB0DD01D)] [added: [67](#s536E35B7CFDF57DE854861480459E685)] |

| [Consolidated Statements of Comprehensive [removed: Income](#s90FD183DCF9A59969A8F394B19A1DE5E)] [added: Income](#sB90EDC7293F75604996C85F3AB7154E4)] | [removed: [71](#s90FD183DCF9A59969A8F394B19A1DE5E)] [added: [68](#sB90EDC7293F75604996C85F3AB7154E4)] |

| [Consolidated Statements of Stockholders’ [removed: Equity](#sED947BA994BB5D2D9F7E45076B5182DA)] [added: Equity](#s18C815835B4F5D8C8DD776BAD6E1F997)] | [removed: [72](#sED947BA994BB5D2D9F7E45076B5182DA)] [added: [69](#s18C815835B4F5D8C8DD776BAD6E1F997)] |

| [Consolidated Statements of Cash [removed: Flows](#sED88D0A29B035F8B99F9ADC0671A4A1D)] [added: Flows](#s0E7434AC813C5E5887AC8AF15D43019A)] | [removed: [73](#sED88D0A29B035F8B99F9ADC0671A4A1D)] [added: [70](#s0E7434AC813C5E5887AC8AF15D43019A)] |

| [Notes to Consolidated Financial [removed: Statements](#s23531D4D79AA52C8B8C8A689526426CE)] [added: Statements](#s9A4B692EF7C1582C8682CA709635E302)] | [removed: [74](#s23531D4D79AA52C8B8C8A689526426CE)] [added: [71](#s9A4B692EF7C1582C8682CA709635E302)] |

[removed: | [Quarterly] [added: Quarterly] Consolidated Financial [removed: Information](#sFDAFF7984EB15E279D319C4620B54EC3) | [118](#sFDAFF7984EB15E279D319C4620B54EC3) |][added: Information (Unaudited)]

We have audited Wynn Resorts, Limited and subsidiaries' internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Wynn Resorts, Limited and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] 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: 2017,] [added: 2018,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 28, [removed: 2018] [added: 2019] expressed an unqualified opinion thereon.

[added: On] February [removed: 28, 2018][added: 6, 2018, Stephen A.]

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the Company) as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] 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: 2017,] [added: 2018,] and the related notes and financial statement schedule listed in the Index at Item [removed: 15(a)] [added: 15(a)2] (collectively referred to as the [removed: "financial statements").][added: “consolidated financial statements”).]

In our opinion, the [added: consolidated] financial statements present fairly, in all material respects, the [removed: consolidated] financial position of the Company at December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] 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) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, [removed: 2018] [added: 2019] expressed an unqualified opinion thereon.

| | [added: 2018 | | | |] 2017 | | | | 2016 | | |

| Cash and cash equivalents | $ | [removed: 2,804,474] [added: 2,215,001] | | | $ | [removed: 2,453,122] [added: 2,804,474] | |

| Investment securities | [removed: 166,773] [added: —] | | | | [removed: 173,437] [added: 166,773] | | |

| Receivables, net | [removed: 224,128] [added: 276,644] | | | | [removed: 218,968] [added: 224,128] | | |

| Inventories | [removed: 71,636] [added: 66,627] | | | | [removed: 91,541] [added: 71,636] | | |

| Prepaid expenses and other | [removed: 156,773] [added: 83,104] | | | | [removed: 53,299] [added: 156,773] | | |

| Total current assets | [removed: 3,423,784] [added: 2,641,376] | | | | [removed: 2,990,367] [added: 3,423,784] | | |

| Property and equipment, net | [removed: 8,498,756] [added: 9,385,920] | | | | [removed: 8,259,631] [added: 8,498,756] | | |

| Restricted cash | [removed: 2,160] [added: 4,322] | | | | [removed: 192,823] [added: 2,160] | | |

| Investment securities | [removed: 160,682] [added: —] | | | | [removed: 128,023] [added: 160,682] | | |

| Intangible assets, net | [removed: 123,705] [added: 222,506] | | | | [removed: 113,588] [added: 123,705] | | |

| Deferred income taxes, net | [removed: 240,533] [added: 736,452] | | | | [removed: —] [added: 240,533] | | |

| Other assets | [removed: 232,119] [added: 225,693] | | | | [removed: 269,125] [added: 232,119] | | |

| Total assets | $ | [removed: 12,681,739] [added: 13,216,269] | | | $ | [removed: 11,953,557] [added: 12,681,739] | |

| Accounts and construction payables | $ | [removed: 285,437] [added: 321,796] | | | $ | [removed: 298,505] [added: 285,437] | |

| Customer deposits | [removed: 1,049,629] [added: 955,450] | | | | [removed: 599,566] [added: 1,049,629] | | |

| Gaming taxes payable | [removed: 211,600] [added: 247,341] | | | | [removed: 162,706] [added: 211,600] | | |

| Accrued compensation and benefits | [removed: 140,450] [added: 163,966] | | | | [removed: 165,501] [added: 140,450] | | |

| Accrued interest | [removed: 94,695] [added: 61,595] | | | | [removed: 98,118] [added: 94,695] | | |

| Current portion of long-term debt | [removed: 62,690] [added: 11,960] | | | | [removed: —] [added: 62,690] | | |

| Other accrued liabilities | [removed: 85,789] [added: 119,955] | | | | [removed: 91,905] [added: 85,789] | | |

| Total current liabilities | [removed: 1,930,290] [added: 1,882,063] | | | | [removed: 1,416,301] [added: 1,930,290] | | |

| Long-term debt | [removed: 9,565,936] [added: 9,411,140] | | | | [removed: 10,125,352] [added: 9,565,936] | | |

| Other long-term liabilities | [removed: 107,163] [added: 108,277] | | | | [removed: 87,462] [added: 107,163] | | |

[removed: | Deferred income taxes, net | — | | | | 66,561 | | |][added: Income Taxes]

February 28, 2019

Change in Accounting Principles

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method for recognizing revenue and the presentation of restricted cash and restricted cash equivalents on the statement of cash flows due to the adoption of new accounting standards.

These changes have been applied retrospectively to all periods presented.

February 28, 2019

| | 2018 | | | | 2017 | | |

| | | | | | (as adjusted) | | | | (as adjusted) | | |

| Casino | $ | 4,784,990 | | | $ | 4,244,303 | | | $ | 2,750,890 | |

| Rooms | 751,800 | | | | 670,957 | | | | 595,610 | | |

| Food and beverage | 754,128 | | | | 732,115 | | | | 635,411 | | |

| Entertainment, retail and other | 426,742 | | | | 422,785 | | | | 363,886 | | |

| Total operating revenues | 6,717,660 | | | | 6,070,160 | | | | 4,345,797 | | |

| Casino | 3,036,907 | | | | 2,718,120 | | | | 1,768,320 | | |

| Rooms | 254,549 | | | | 244,828 | | | | 206,848 | | |

| Food and beverage | 611,706 | | | | 567,690 | | | | 499,202 | | |

| Entertainment, retail and other | 183,113 | | | | 196,547 | | | | 179,150 | | |

| Litigation settlement | 463,557 | | | | — | | | | — | | |

| Total operating expenses | 5,982,116 | | | | 5,014,595 | | | | 3,824,135 | | |

| Other | (4,074 | | ) | | (21,709 | | ) | | (712 | | ) |

| Redemption Note credit risk adjustment, net of tax of $2,735 | 9,211 | | | | — | | | | — | | |

| Distributions to noncontrolling interest | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (33 | | ) | | (33 | | ) |

| Cumulative effect, change in accounting for credit risk, net of tax of $2,735 | — | | | — | | | | — | | | | — | | | | (9,211 | | ) | | 9,211 | | | | — | | | | — | | | | — | | |

| Net income | — | | | — | | | | — | | | | — | | | | — | | | | 572,430 | | | | 572,430 | | | | 230,654 | | | | 803,084 | | |

| Currency translation adjustment | — | | | — | | | | — | | | | — | | | | (1,397 | | ) | | — | | | | (1,397 | | ) | | (539 | | ) | | (1,936 | | ) |

| Redemption Note settlement | — | | | — | | | | — | | | | — | | | | 9,211 | | | | — | | | | 9,211 | | | | — | | | | 9,211 | | |

| Exercise of stock options | 261,470 | | | 2 | | | | — | | | | 21,463 | | | | — | | | | — | | | | 21,465 | | | | 506 | | | | 21,971 | | |

| Issuance of common stock | 5,300,000 | | | 53 | | | | — | | | | 915,187 | | | | — | | | | — | | | | 915,240 | | | | — | | | | 915,240 | | |

| Issuance of restricted stock | 288,270 | | | 3 | | | | — | | | | 1,295 | | | | — | | | | — | | | | 1,298 | | | | 501 | | | | 1,799 | | |

| Cancellation of restricted stock | (125,908 | ) | | (1 | | ) | | — | | | | 1 | | | | — | | | | — | | | | — | | | | — | | | | — | | |

| Cash dividends declared | — | | | — | | | | — | | | | — | | | | — | | | | (294,923 | | ) | | (294,923 | | ) | | (276,528 | | ) | | (571,451 | | ) |

| Distributions to noncontrolling interest | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (305,372 | | ) | | (305,372 | | ) |

| Stock-based compensation | — | | | — | | | | — | | | | 25,702 | | | | — | | | | — | | | | 25,702 | | | | 2,675 | | | | 28,377 | | |

| Balances, December 31, 2018 | 107,232,026 | | | $ | 1,221 | | | $ | (1,344,012 | ) | | $ | 2,457,079 | | | $ | (1,950 | ) | | $ | 921,785 | | | $ | 2,034,123 | | | $ | (219,334 | ) | | $ | 1,814,789 | |

| | | | | | (as adjusted) | | | | (as adjusted) | | |

| Net income | $ | 803,084 | | | $ | 889,254 | | | $ | 302,469 | |

| Depreciation and amortization | 550,596 | | | | 552,368 | | | | 404,730 | | |

| Provision (benefit) for doubtful accounts | 6,527 | | | | (6,711 | | ) | | 8,203 | | |

| Payment to acquire derivatives | (3,900 | | ) | | — | | | | — | | |

| Proceeds from issuance of common stock, net of issuance costs | 915,240 | | | | — | | | | — | | |

| Net cash (used in) provided by financing activities | (324,257 | | ) | | (754,355 | | ) | | 882,629 | | |

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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

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

| Casino | $ | 4,948,319 | | | $ | 3,268,141 | | | $ | 2,932,419 | |

| Rooms | 704,202 | | | | 603,272 | | | | 538,500 | | |

| Food and beverage | 690,942 | | | | 601,514 | | | | 597,080 | | |

| Entertainment, retail and other | 424,783 | | | | 363,428 | | | | 350,622 | | |

| Gross revenues | 6,768,246 | | | | 4,836,355 | | | | 4,418,621 | | |

| Net revenues | 6,306,368 | | | | 4,466,297 | | | | 4,075,883 | | |

| Casino | 3,197,729 | | | | 2,079,740 | | | | 1,862,687 | | |

| Rooms | 177,511 | | | | 157,904 | | | | 149,009 | | |

| Food and beverage | 410,825 | | | | 375,234 | | | | 361,246 | | |

| Entertainment, retail and other | 177,328 | | | | 161,144 | | | | 157,432 | | |

| Total operating expenses | 5,250,803 | | | | 3,944,635 | | | | 3,417,069 | | |

| Equity in income from unconsolidated affiliates | — | | | | 16 | | | | 1,823 | | |

| Other | (21,709 | | ) | | (728 | | ) | | 1,550 | | |

| Balances, January 1, 2015 | 101,439,297 | | | $ | 1,144 | | | $ | (1,145,481 | ) | | $ | 948,566 | | | $ | 2,505 | | | $ | 164,487 | | | $ | (28,779 | ) | | $ | 239,870 | | | $ | 211,091 | |

| Net income | — | | | — | | | | — | | | | — | | | | — | | | | 195,290 | | | | 195,290 | | | | 86,234 | | | | 281,524 | | |

| Currency translation adjustment | — | | | — | | | | — | | | | — | | | | (327 | | ) | | — | | | | (327 | | ) | | (121 | | ) | | (448 | | ) |

| Exercise of stock options | 50,716 | | | 1 | | | | — | | | | 3,025 | | | | — | | | | — | | | | 3,026 | | | | — | | | | 3,026 | | |

| Issuance of restricted stock | 132,765 | | | 1 | | | | — | | | | (1 | | ) | | — | | | | — | | | | — | | | | — | | | | — | | |

| Cash dividends declared | — | | | — | | | | — | | | | — | | | | — | | | | (304,445 | | ) | | (304,445 | | ) | | (195,439 | | ) | | (499,884 | | ) |

| Balances, December 31, 2016, as adjusted | 101,799,471 | | | 1,150 | | | | (1,166,697 | | ) | | 1,229,722 | | | | 1,484 | | | | 92,401 | | | | 158,060 | | | | 99,932 | | | | 257,992 | | |

| Equity in income of unconsolidated affiliates, net of distributions | — | | | | — | | | | 1,615 | | |

| Excess tax benefits from stock-based compensation | — | | | | 742 | | | | 792 | | |

| Restricted cash | 190,643 | | | | (190,763 | | ) | | (1,083 | | ) |

| Net cash (used in) provided by financing activities | (563,712 | | ) | | 691,866 | | | | 1,216,258 | | |

| Increase (decrease) in cash and cash equivalents | 351,352 | | | | 373,033 | | | | (102,075 | | ) |

| Balance, beginning of year | 2,453,122 | | | | 2,080,089 | | | | 2,182,164 | | |

| Balance, end of year | $ | 2,804,474 | | | $ | 2,453,122 | | | $ | 2,080,089 | |

On August 22, 2016, the Company opened Wynn Palace, an integrated resort in the Cotai area of Macau.

Phase 1 of the project is expected to include a lagoon and additional meeting and convention space.

The Company expects to open Phase 1 in the first half of 2020.

For information on the Company's VIEs, see Note 3, "Retail Joint Venture." In April 2016, the Company dissolved its 50%\-owned joint venture operating the Ferrari and Maserati automobile dealership inside Wynn Las Vegas, which was closed in October 2015 and accounted for under the equity method.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Cash equivalents of $450.2 million and $1.11 billion as of December 31, 2017 and 2016, respectively, were invested in bank time deposits, money market funds and commercial paper.

In addition, the Company held bank deposits and cash on hand of approximately $2.35 billion and $1.34 billion as of December 31, 2017 and 2016, respectively.

| | 254,728 | | | | 273,710 | | |

| | $ | 224,128 | | | $ | 218,968 | |

Purchases of property and equipment are stated at cost.

[removed: (a)] Disclosure Controls and [removed: Procedures.][added: Procedures]

The Company's management, with the participation of the Company's Chief Executive Officer [added: ("CEO")] and Chief Financial [removed: Officer,] [added: Officer ("CFO"),] has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this [added: annual] report.

[removed: (b) Management] [added: Management's] Report on Internal Control Over Financial [removed: Reporting.][added: Reporting]

[removed: Projections] [added: Also, projections] of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (2013 framework)] ("COSO") in Internal Control-Integrated [removed: Framework.][added: Framework (2013).]

Based on our assessment, management believes that, as of December 31, [removed: 2017, the Company's] [added: 2018, our] internal control over financial reporting was [removed: effective.][added: effective based on those criteria.]

[removed: The Company's independent registered public accounting firm has issued an audit] [added: Their] report [added: appears under "Report of Independent Registered Public Accounting Firm] on [removed: our internal control over financial reporting.][added: Internal Control Over Financial Reporting."]

[removed: (c)] Changes in Internal Control Over Financial [removed: Reporting.][added: Reporting]

[removed: fourth fiscal] [added: There were no changes in our internal control over financial reporting during the] quarter [removed: to which this report relates] [added: ended December 31, 2018] that have materially affected, or are reasonably likely to materially affect, [removed: the Company's] [added: our] internal control over financial reporting.

Based on such evaluation, the CEO and CFO have concluded that, as of December 31, 2018, the Company's disclosure controls and procedures are effective as of the end of the period covered by this annual report.

The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by Ernst & Young, LLP, an independent registered public accounting firm.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2017, the Company's disclosure controls and procedures are effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.

This report appears under "Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting."

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our

The information required by this item will be contained in the Registrant's definitive Proxy Statement for its [removed: 2018] [added: 2019] Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2017] [added: 2018] (the [removed: "2018] [added: "2019] Proxy Statement") under the captions "Election of Directors," "Executive Officers," [removed: "Corporate] [added: "Board] Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance," and is incorporated herein by reference.

In the event we determine to amend or waive certain provisions of this code of ethics, we intend to disclose such amendments or waivers on our website at [removed: http://www.wynnresorts.com under the heading "Corporate Governance"] [added: https://wynnresortslimited.gcs-web.com/corporate-governance/code-business-conduct-and-ethics] within four business days following such amendment or waiver or as otherwise required by the Nasdaq listing standards.

The information [removed: required] [added: called for] by this item [removed: will be contained in the 2018] [added: is incorporated herein by reference to our definitive 2019] Proxy Statement under the captions [removed: "Director] [added: "Board] Compensation," "Compensation Discussion and Analysis" and "Executive Compensation [removed: Tables," and is incorporated herein by reference.][added: Tables", which will be filed with the SEC.]

Certain information required by this item will be contained in the [removed: 2018] [added: 2019] Proxy Statement under the caption "Certain Beneficial Ownership and Management," and is incorporated herein by reference.

| Equity compensation plans approved by security holders | 345,790 | | | $ | 60.99 | | | 3,041,051 | |

| Total | 345,790 | | | $ | 60.99 | | | 3,041,051 | |

| Equity compensation plans approved by security holders | 644,460 | | | $ | 73.93 | | | 3,179,113 | |

| Total | 644,460 | | | $ | 73.93 | | | 3,179,113 | |

The information [removed: required] [added: called for] by this item [removed: will be contained in the 2018] [added: is incorporated herein by reference to our definitive 2019] Proxy Statement under the caption "Certain Relationships and Related Transactions," and [removed: "Corporate] [added: "Board] Governance," [removed: and is incorporated herein by reference.][added: which will be filed with the SEC.]

The information [removed: required] [added: called for] by this item [removed: will be contained in the 2018] [added: is incorporated herein by reference to our definitive 2019] Proxy Statement under the caption "Ratification of Appointment of Independent Auditors," [removed: and is incorporated herein by reference.][added: which will be filed with the SEC.]

| • | Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] |

| • | Consolidated Statements of Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| • | Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| • | Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| • | Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| • | Quarterly [added: Consolidated] Financial Information (Unaudited) |

| [removed: 4.4] [added: 4.2] | | [Indenture, dated as of [removed: March 12, 2012,] [added: May 22, 2013,] by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000119312512112261/d314198dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000119312513231532/d542917dex41.htm)] | 8-K | [removed: 3/13/2012] [added: 5/22/2013] |

| [removed: 4.5] [added: 4.6] | | [Indenture, dated as of May [removed: 22, 2013,] [added: 11, 2017,] by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000119312513231532/d542917dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000107/ex41x8k51117.htm)] | 8-K | [removed: 5/22/2013] [added: 5/11/2017] |

| [removed: 4.6] [added: 4.5] | | [Indenture, dated as of February 18, 2015, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000017/ex41-indenture.htm) | 8-K | 2/18/2015 |

| [removed: 4.7] [added: 4.3] | | [Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of [removed: March 12, 2012,] [added: May 22, 2013,] by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000021/ex49-supplementalindenture.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000021/ex410-supplementalindentur.htm)] | 10-K | 3/2/2015 |

| [removed: 4.8] [added: 4.4] | | [removed: [Supplemental] [added: [Second Supplemental] Indenture, dated as of [removed: February 18, 2015,] [added: March 20, 2018,] to Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the [removed: Guarantors named therein] [added: guarantors party thereto] and U.S. Bank National [removed: Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000021/ex410-supplementalindentur.htm)] [added: Association.](http://www.sec.gov/Archives/edgar/data/1174922/000117492218000042/ex41x032118x8k.htm)] | [removed: 10-K] [added: 8-K] | [removed: 3/2/2015] [added: 3/21/2018] |

| [removed: 4.10] [added: 4.7] | | [Indenture, dated as of September 20, 2017, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due 2024.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000177/ex10x3-20170930.htm) | 10-Q | 11/8/2017 |

| [removed: 4.11] [added: 4.8] | | [Indenture, dated as of September 20, 2017, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due 2027.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000177/ex10x4-20170930.htm) | 10-Q | 11/8/2017 |

| [removed: +10.1.1.0] [added: +10.10.4.0] | | [Employment Agreement, dated as of October 4, 2002, by and between Wynn Resorts, Limited and Stephen A. Wynn.](http://www.sec.gov/Archives/edgar/data/1174922/000091205702037826/a2089719zex-10_46.htm) | S-1 | 10/7/2002 |

| [removed: +10.1.1.1] [added: +10.10.4.1] | | [First Amendment to Employment Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts, Limited.](http://www.sec.gov/Archives/edgar/data/1174922/000119312504186496/dex106.htm) | 10-Q | 11/4/2004 |

| [removed: +10.1.1.2] [added: +10.10.4.2] | | [Second Amendment to Employment Agreement between Wynn Resorts, Limited and Stephen A. Wynn dated January 31, 2007.](http://www.sec.gov/Archives/edgar/data/1174922/000119312507044367/dex10104.htm) | 10-K | 3/1/2007 |

| [removed: +10.1.1.3] [added: +10.10.4.3] | | [Third Amendment to Employment Agreement, dated as of September 11, 2008, between Wynn Resorts, Limited and Stephen A. Wynn.](http://www.sec.gov/Archives/edgar/data/1174922/000134100408002101/ex10.htm) | 8-K | 9/15/2008 |

| [removed: +10.1.1.4] [added: +10.10.4.4] | | [Fourth Amendment to Employment Agreement, dated as of December 31, 2008, between Wynn Resorts, Limited and Stephen A. Wynn.](http://www.sec.gov/Archives/edgar/data/1174922/000119312509041408/dex106.htm) | 10-K | 3/2/2009 |

| [removed: +10.1.1.5] [added: +10.10.4.5] | | [Amendment to Employment Agreement, dated as of February 16, 2009, by and between Wynn Resorts, Limited and Stephen A. Wynn.](http://www.sec.gov/Archives/edgar/data/1174922/000119312509107226/dex101.htm) | 10-Q | 5/11/2009 |

| [removed: +10.1.1.6] [added: +10.10.4.6] | | [Sixth Amendment to Employment Agreement, dated as of February 24, 2011, between Wynn Resorts, Limited and Stephen A. Wynn.](http://www.sec.gov/Archives/edgar/data/1174922/000134100411000608/exh10-1.htm) | 8-K | 2/28/2011 |

| [removed: +10.1.1.7] [added: +10.10.4.7] | | [Seventh Amendment to Employment Agreement, dated as of January 15, 2015, between Wynn Resorts, Limited and Stephen A. Wynn.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000021/ex10117-seventhamendmentto.htm) | 10-K | 3/2/2015 |

| [removed: +10.1.2.0] [added: +10.10.1.0] | | [Amended and Restated Employment Agreement, dated as of February 28, 2017, by and between Wynn Resorts, Limited and Matt Maddox.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000098/ex101.htm) | 10-Q | 5/4/2017 |

| [removed: +10.1.3.0] [added: +10.10.5.0] | | [removed: [Employment] [added: [Amended and Restated Employment] Agreement, dated as of [removed: April 24, 2007,] [added: February 28, 2017,] by and between Wynn Resorts, Limited and Kim [removed: Sinatra.](http://www.sec.gov/Archives/edgar/data/1174922/000119312510043336/dex1024.htm)] [added: Sinatra.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000098/ex102.htm)] | [removed: 10-K] [added: 10-Q] | [removed: 3/1/2010] [added: 5/4/2017] |

| [removed: +10.1.3.1] [added: +10.10.5.1] | | [First Amendment to [added: the Amended and Restated] Employment Agreement, dated as of [removed: December 31, 2008,] [added: April 17, 2018,] by and between Wynn Resorts, Limited and Kim [removed: Sinatra.](http://www.sec.gov/Archives/edgar/data/1174922/000119312510043336/dex1025.htm)] [added: Sinatra.](http://www.sec.gov/Archives/edgar/data/1174922/000117492218000100/ex106-20180331.htm)] | [removed: 10-K] [added: 10-Q] | [removed: 3/1/2010] [added: 5/9/2018] |

| [removed: +10.1.3.2] [added: +10.10.5.2] | | [removed: [Amendment to Employment Agreement,] [added: [Agreement,] dated as of [removed: February 12, 2009,] [added: August 3, 2018,] by and between Wynn Resorts, Limited and Kim [removed: Sinatra.](http://www.sec.gov/Archives/edgar/data/1174922/000119312510043336/dex1026.htm)] [added: Sinatra.](http://www.sec.gov/Archives/edgar/data/1174922/000117492218000160/ex10x7-20180630.htm)] | [removed: 10-K] [added: 10-Q] | [removed: 3/1/2010] [added: 8/8/2018] |

| [removed: +10.1.3.3] [added: +10.10.2.1] | | [removed: [Second] [added: [First] Amendment to Employment Agreement, dated as of [removed: November 30, 2009,] [added: April 17, 2018,] by and between Wynn Resorts, Limited and [removed: Kim Sinatra.](http://www.sec.gov/Archives/edgar/data/1174922/000119312510043336/dex1027.htm)] [added: Craig S. Billings.](http://www.sec.gov/Archives/edgar/data/1174922/000117492218000100/ex107-20180331.htm)] | [removed: 10-K] [added: 10-Q] | [removed: 3/1/2010] [added: 5/9/2018] |

| [removed: +10.1.3.4] [added: +10.10.2.0] | | [removed: [Third Amendment to Employment] [added: [Employment] Agreement, dated as of [removed: May 5, 2014,] [added: January 27, 2017] by and between Wynn Resorts, Limited and [removed: Kim Sinatra.](http://www.sec.gov/Archives/edgar/data/1174922/000117492214000025/wrl-20140630xexx101.htm)] [added: Craig Billings.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000098/ex103.htm)] | 10-Q | [removed: 8/8/2014] [added: 5/4/2017] |

| [removed: +10.1.3.5] [added: +10.10.1.1] | | [removed: [Fourth Amendment to] [added: [Amended and Restated] Employment Agreement, dated as of April [removed: 27, 2015,] [added: 17, 2018,] by and between Wynn Resorts, Limited and [removed: Kim Sinatra.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000064/ex-101ksinatraea.htm)] [added: Matt Maddox.](http://www.sec.gov/Archives/edgar/data/1174922/000117492218000100/ex105-20180331.htm)] | 10-Q | [removed: 8/7/2015] [added: 5/9/2018] |

| [removed: +10.1.3.6] [added: +10.10.3.0] | | [removed: [Amended and Restated Employment] [added: [Employment] Agreement, dated as of [removed: February 28, 2017,] [added: August 2, 2018,] by and between Wynn Resorts, Limited and [removed: Kim Sinatra.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000098/ex102.htm)] [added: Ellen Whittemore.](http://www.sec.gov/Archives/edgar/data/1174922/000117492218000160/ex10x6-20180630.htm)] | 10-Q | [removed: 5/4/2017] [added: 8/8/2018] |

| [removed: +10.1.4.0] [added: 10.12.6] | | [removed: [Employment] [added: [Cooperation] Agreement, dated as of August [removed: 31, 2005,] [added: 3, 2018,] by and between Wynn Resorts, Limited and [removed: John Strzemp.](http://www.sec.gov/Archives/edgar/data/1174922/000119312514077632/d644551dex10160.htm)] [added: Elaine P. Wynn.](http://www.sec.gov/Archives/edgar/data/1174922/000119312518239080/d534193dex101.htm)] | [removed: 10-K] [added: 8-K] | [removed: 2/28/2014] [added: 8/6/2018] |

| [removed: +10.1.4.1] [added: 4.9] | | [removed: [First Amendment to Employment] [added: [Registration Rights] Agreement, dated [removed: as of] March [removed: 26, 2008,] [added: 20, 2018,] by and between Wynn Resorts, Limited and [removed: John Strzemp.](http://www.sec.gov/Archives/edgar/data/1174922/000119312514077632/d644551dex10161.htm)] [added: the Wynn Family Limited Partnership.](http://www.sec.gov/Archives/edgar/data/1174922/000119312518093075/d558668dex41.htm)] | [removed: 10-K] [added: 8-K] | [removed: 2/28/2014] [added: 3/23/2018] |

| [removed: +10.1.4.2] [added: 10.9.4] | | [removed: [Second Amendment to Employment] [added: [2014 Intellectual Property License] Agreement, dated as of [removed: December 31, 2008,] [added: November 20, 2014,] by and between Wynn [added: Resorts Holdings, LLC, Wynn] Resorts, Limited and [removed: John Strzemp.](http://www.sec.gov/Archives/edgar/data/1174922/000119312514077632/d644551dex10162.htm)] [added: Wynn MA, LLC.](http://www.sec.gov/Archives/edgar/data/1174922/000117492216000144/ex10524.htm)] | 10-K | [removed: 2/28/2014] [added: 2/29/2016] |

| [removed: +10.1.4.3] [added: +10.10.4.8] | | [removed: [Amendment to Employment] [added: [Separation] Agreement, dated [removed: as of] February [removed: 12, 2009,] [added: 15, 2018,] by and between Wynn Resorts, [removed: Limited] [added: Limited, Stephen A. Wynn,] and [removed: John Strzemp.](http://www.sec.gov/Archives/edgar/data/1174922/000119312514077632/d644551dex10163.htm)] [added: Wynn Resorts Holdings, LLC.](http://www.sec.gov/Archives/edgar/data/1174922/000119312518047764/d535665dex101.htm)] | [removed: 10-K] [added: 8-K] | [removed: 2/28/2014] [added: 2/16/2018] |