Wynn Resorts (WYNN) 10-K risk factor changes: FY2019 vs FY2018

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

[removed: We] [added: We] are subject to extensive state and local regulation, and licensing and gaming authorities have significant control over our operations.

The cost of compliance or failure to comply with such regulations and authorities could have a negative effect on our [removed: business.][added: business.]

The Company's articles of incorporation provide that, to the extent required by the gaming authority making the determination of unsuitability or to the extent the Board of Directors determines, in its sole discretion, that a person is likely to jeopardize the Company's or any affiliate's application for, receipt of, approval for, right to the use of, or entitlement to, any gaming license, shares of Wynn Resorts' capital stock that are owned or controlled by such unsuitable person or its affiliates are [removed: subject to redemption by Wynn Resorts.]

[removed: Ongoing] [added: Ongoing] investigations, litigation and other disputes could distract management and result in negative publicity and additional scrutiny from [removed: regulators.][added: regulators.]

[removed: The] [added: These] foregoing investigations, litigation and other disputes and any additional such matters that may arise in the future, can be expensive and may divert management's attention from the operations of our businesses.

[removed: We] [added: We] depend on the continued services of key managers and employees.

If we do not retain our key personnel or attract and retain other highly skilled employees, our business will [removed: suffer.][added: suffer.]

[removed: Our] [added: Our] business is particularly sensitive to reductions in discretionary consumer and corporate spending as a result of global economic [removed: conditions.][added: conditions.]

[added: Changes in discretionary] consumer [added: 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, [added: perceived] or [added: actual health risks related to outbreaks of infectious disease, 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: Demand] [added: Demand] for our products and services in Macau and Las Vegas may be negatively impacted by international relations, economic disruptions in mainland China, visa restrictions placed on citizens of mainland China, the anti-corruption campaign, restrictions on international money transfers or similar [removed: campaigns.][added: campaigns.]

[removed: Our] [added: Our] business is particularly sensitive to the willingness of our customers to travel to and spend time at our resorts.

Acts or the threat of acts of terrorism, [added: outbreak of infectious disease,] regional political events and developments in certain countries could cause severe disruptions in air and other travel and may otherwise negatively impact tourists' willingness to visit our resorts.

Such events or developments could reduce the number of visitors to our facilities, resulting in a material adverse effect on our business and financial condition, results of operations or cash [removed: flows.][added: flows.]

[removed: Our] [added: Our] continued success depends on our ability to maintain the reputation of our [removed: resorts.][added: resorts.]

[removed: We] [added: We] are entirely dependent on a limited number of resorts for all of our cash flow, which subjects us to greater risks than a gaming company with more operating [removed: properties.][added: properties.]

We are currently entirely dependent upon our Macau [removed: Operations and] [added: Operations,] Las Vegas Operations [added: and Encore Boston Harbor] for all of our operating cash flow.

[removed: | • |] [added: -] changes in local economic and competitive conditions; [removed: |]

[removed: | • |] [added: -] changes in local and state governmental laws and regulations, including gaming laws and regulations, and the way in which those laws and regulations are applied; [removed: |]

[removed: | • |] [added: -] natural and other disasters, including the outbreak of infectious diseases; [removed: |]

[removed: | • |] [added: -] an increase in the cost of maintaining our properties; [removed: |]

[removed: | • |] [added: -] a decline in the number of visitors to Las [removed: Vegas] [added: Vegas, Macau] or [removed: Macau;] [added: Boston;] and [removed: |]

[removed: | • |] [added: -] a decrease in gaming and non-casino activities at our resorts. [removed: |]

[removed: We] [added: We] are a parent company and our primary source of cash is and will be distributions from our [removed: subsidiaries.][added: subsidiaries.]

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

Our Macau Operations face competition from casinos located in Singapore, [added: South Korea,] the [removed: Philippines] [added: Philippines, Vietnam, Cambodia,] and Malaysia.

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

We often extend credit, and we may not be able to collect gaming receivables from our credit players or credit play may [removed: decrease.][added: decrease.]

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

[added: *Macau Operations.*] Although the law in Macau permits casino operators to extend credit to gaming customers, our Macau Operations may not be able to collect all of its gaming receivables from its credit players.

[added: *Las Vegas Operations and Encore Boston Harbor.*] While gaming debts evidenced by a credit instrument, including what is commonly referred to as a "marker," are enforceable under the current laws of [removed: Nevada,] [added: Nevada] and [added: Massachusetts, and] judgments on gaming debts are enforceable in all states of the United States under the Full Faith and Credit Clause of the United States Constitution, other jurisdictions may determine that direct or indirect enforcement of gaming debts is against public policy.

[removed: Win] [added: Win] rates for our gaming operations depend on a variety of factors, some of which are beyond our [removed: control.][added: control.]

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

[removed: Our] [added: Our] new projects may not be [removed: successful.][added: successful.]

[removed: We] [added: We] could encounter higher than expected cost increases in the development of our [removed: projects.][added: projects.]

[removed: Construction] [added: Construction] projects will be subject to development and construction risks, which could have an adverse effect on our financial condition, results of operations or cash [removed: flows.][added: flows.]

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

[removed: | • |] [added: -] unanticipated cost increases; [removed: |]

[removed: | • |] [added: -] shortages of, and price increases in, materials or skilled labor; [removed: |]

[removed: | • |] [added: -] changes to plans and specifications; [removed: |]

The outbreak of the novel coronavirus ("Coronavirus") has had and will have an adverse effect on our results of operations.

In January 2020, an outbreak of a new strain of coronavirus, COVID-19, was identified in Wuhan, China.

Currently, no fully effective vaccines have been developed and there can be no assurance that an effective vaccine can be discovered in time to protect against a potential pandemic.

In response, on February 4, 2020, the Macau government announced the closure of all casino operations in Macau, including those at Wynn Palace and Wynn Macau, for a period of 15 days.

On February 20, 2020, our casino operations at Wynn Palace and Wynn Macau reopened on a reduced basis, and are expected to fully reopen by March 20, 2020 (the deadline set by the Macau government for Macau casinos to fully reopen).

Since reopening, all casinos in Macau are subject to a number of government procedures which address the health and safety of staff and patrons, including limitations on the spacing of open tables and slot machines to ensure adequate distance between people, stopping patrons from congregating together, limiting the number of players and spectators at a table to three to four, temperature checks, mask protection, and health declarations.

Visitation to Macau has fallen precipitously since the outbreak of Coronavirus, driven by the Chinese government’s suspension of its visa and group tour schemes that allow mainland Chinese residents to travel to Macau, quarantines in certain cities in mainland China, and the suspension by the Hong Kong government of ferry service from Hong Kong to Macau until further notice.

The US government has put in place restrictions on travel to the US from mainland China, and could expand the restrictions.

A significant portion of our US business relies on the willingness and ability of premium international customers to travel to the US, including from mainland China.

As such, our Las Vegas Operations and operations at Encore Boston Harbor may also be adversely impacted.

The Coronavirus outbreak has had and will have an adverse effect on our results of operations.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of the Coronavirus and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact to our future results of operations, cash flows, or financial condition.

subject to redemption by Wynn Resorts.

As discussed in Item 3—"Legal Proceedings" and Item 8—"Financial Statements and Supplementary Data," Note 17, "Commitments and Contingencies," the Company is subject to various claims related to our operations.

Our success depends upon our ability to attract, hire, and retain qualified operating, marketing, financial, and technical personnel in the future.

Given the intense competition for qualified management personnel in our industry, we may not be able to hire or retain the required personnel.

The loss of key management and operating personnel would likely have a material adverse effect on our business, prospects, financial condition, and results of operations.

In addition, governmental action and uncertainty resulting from U.S. and global political trends and policies, including potential barriers to travel, trade and immigration can reduce demand for hospitality products and services, including visitation to our resorts.

For example, if the Coronavirus outbreak continues to interrupt our gaming operations or visitation to Macau or if the outbreak escalates, it may have a material adverse effect on our subsidiaries' results of operations and their ability to pay dividends or distributions to us.

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

Encore Boston Harbor competes with other casinos in the northeastern United States.

Additional competition in the northeast region as a result of the upgrading or expansion of facilities by existing market participants, the entrance of new gaming participants into a market or legislative changes may harm our business.

As competing properties and new markets are opened, our operating results may be negatively impacted.

Our

The Office of Foreign Assets Control and the Commerce Department administer and enforce economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations, and individuals.

Failure to comply with these laws and regulations could increase our cost of operations, reduce our profits, or otherwise adversely affect our business, financial condition, and results of operations.

However,

Adverse incidents or adverse publicity concerning our resorts or our corporate responsibilities could harm our brand and reputation and negatively impact our financial results.

Our reputation and the value of our brand, including the perception held by our customers, business partners, other key stakeholders and the communities in which we do business, are important assets.

Our business faces increasing scrutiny related to environmental, social and governance activities, and risk of damage to our reputation and the value of our brands if we fail to act responsibly in a number of areas, such as diversity and inclusion, environmental stewardship, supply chain management, sustainability, workplace conduct, human rights, philanthropy, and support for local communities.

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

Under the Macau Smoking Prevention and Tobacco Control Law, as of January 1, 2019, smoking on casino premises is only permitted in authorized segregated smoking lounges with no gaming activities and such smoking lounges are required to comply with the conditions set out in the regulations.

The occurrence and timing of such events cannot be predicted or controlled by us and may have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Nevada or gaming in Nevada, or is contrary to Nevada gaming policies;

The controversy, regulatory action, litigation and investigations related to Stephen A.

Wynn and his separation from the Company could significantly harm our business.

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 resulting controversy related to Mr. Wynn and his separation from the Company could significantly harm our business in numerous ways, including in ways that we cannot predict.

As discussed elsewhere in this Form 10-K, our gaming regulators in Massachusetts and Nevada have investigated the situation.

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

Each of 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 licensees, including actions that could affect the ability or terms upon which our subsidiaries hold their gaming licenses and concessions, and the suitability of the Company to continue as a stockholder of those subsidiaries.

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.

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.

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 prior association with Mr. Wynn, or as a result of his separation from the Company and the loss of his skills and experience.

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 conducted investigations.

On January 26, 2018, the Company's Board of Directors formed a Special Committee comprised solely of independent directors to investigate allegations of inappropriate personal conduct by Mr. Wynn in the workplace.

On February 12, 2018, the Special Committee amended and restated its charter to provide for a 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.

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.

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

The loss of services of our senior managers or the inability to attract and retain additional senior management personnel could have a material adverse effect on our business.

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

| | |

| --- | --- |

Further, if current efforts to legalize gaming in other Asian countries, such as Japan, are successful, we will face additional regional competition.

General.

Macau Operations.

Las Vegas Operations.

We are currently constructing Encore Boston Harbor in Everett, Massachusetts.

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

Additionally, the Company is currently constructing approximately 430,000 square feet of additional meeting and convention space at Wynn Las Vegas and has begun design and site preparation for the reconfiguration of the Wynn Las Vegas golf course, which the Company closed in the fourth quarter of 2017.

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.

We are currently required to commence gaming operations at Encore Boston Harbor by June 2020.

If we are unable to meet this deadline, the Massachusetts Gaming Commission may suspend or revoke our gaming license.

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

If the Company is unable to meet the 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.

In February 2012, the Company received a report detailing 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 affiliates.

While the Company’s regulators have not taken any action against the Company in connection with the allegations in such report, a finding by regulatory authorities that Mr. Okada violated the FCPA on Company property could result in actions by regulatory authorities against the Company, which could negatively affect the Company's financial condition and results of operations.

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

In 2014, the Macau government approved additional smoking control legislation, which prohibited smoking in casinos starting on October 6, 2014.

The legislation, however, permitted casinos to maintain certain limited smoking areas open to VIP patrons if certain stringent conditions were met, as enhanced from time to time.

Smoking was also permitted in approved smoking lounges if certain stringent technical standards were met.

[removed: Overview][added: Overview]

In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las [removed: Vegas.][added: Vegas, which we also refer to as our Las Vegas Operations.]

[removed: We are currently constructing] [added: On June 23, 2019, we opened] Encore Boston Harbor, an integrated [removed: casino] resort in Everett, Massachusetts.

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

[removed: | • |] [added: -] Table drop 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. [removed: |]

[removed: | • |] [added: -] Table drop for our Las Vegas Operations is the amount of cash and net markers issued that are deposited in a gaming table's drop box. [removed: |]

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

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

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

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

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

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

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

In Las Vegas, customers purchase chips at the gaming [removed: tables.][added: tables in exchange for cash and markers.]

The cash and [added: markers,] net [removed: markers] [added: of redemptions,] used to purchase chips are deposited in the gaming table's drop box.

This is the base of measurement that we use for calculating win [removed: percentage in Las Vegas.][added: percentage.]

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

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

[removed: Summary] [added: Summary] annual [removed: results][added: results]

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

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

| Net income attributable to Wynn Resorts, Limited | [added: | | 122,985 | | | | | |] 572,430 | | | | [removed: 747,181] | | [added: (449,445)] | | [removed: 241,975] | | | [added: | (78.5) | | | | | | | | |]

| Diluted net income per share | [added: | | 1.15 | | | | | |] 5.35 | | | | [removed: 7.28] | | [added: —] | | [removed: 2.38] | | | [added: | — | | | | | | | | |]

(1) See Item 8—"Financial Statements and Supplemental Data," Note [removed: 16,] [added: 19,] "Segment Information," for a reconciliation of Adjusted Property EBITDA to net income attributable to Wynn Resorts, Limited.

The [removed: increase] [added: decrease] in Adjusted Property EBITDA [removed: was] [added: for] the [removed: result of an increase of $316.3 million from Wynn Palace, partially offset] [added: year ended December 31, 2019 was driven] by decreases of [removed: $27.5 million] [added: $114.4 million, $84.4 million,] and [removed: $55.1] [added: $53.4] million from Wynn [removed: Macau] [added: Palace, Wynn Macau,] and our Las Vegas Operations, respectively.

[removed: Financial] [added: Financial] results for the year ended December 31, [removed: 2018] [added: 2019] compared to the year ended December 31, [removed: 2017.][added: 2018.]

[removed: Operating revenues][added: *Operating revenues*]

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

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

| | [removed: 2018] | | [added: 2019] | | [removed: 2017] | | | | [removed: Increase / (Decrease)] [added: 2018] | | | | [removed: Percent Change] | | [added: Increase/ (Decrease) | | | | | | Percent Change | | | | | | | | |]

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

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

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

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

| | [removed: 2018] | | [added: 2019] | | [removed: 2017] | | | | [removed: Increase / (Decrease)] [added: 2018] | | | | [removed: Percent Change] | [added: | Increase/ (Decrease) | | | | | | Percent Change | | | | | | | | |]

| [removed: Operating revenues] [added: Operating revenues] | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | |]

| Non-casino revenues: | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | |]

| Entertainment, retail and other | [added: | | 414,191 | | | | | |] 426,742 | | | | [removed: 422,785] | | [added: (12,551)] | | [removed: 3,957] | | | | [removed: 0.9] [added: (2.9)] | [added: | | | | | | | |]

Casino revenues for the year ended December 31, [removed: 2018] [added: 2019] were [removed: 71.2%] [added: 69.2%] of operating revenues, compared to [removed: 69.9%] [added: 71.2%] for the same period of [removed: 2017.][added: 2018.]

Non-casino revenues for the year ended December 31, [removed: 2018] [added: 2019] were [removed: 28.8%] [added: 30.8%] of operating revenues, compared to [removed: 30.1%] [added: 28.8%] for the same period of [removed: 2017.][added: 2018.]

Discussion of 2017 items and year-to-year comparisons between 2018 and 2017 that are not included in this Form 10-K can be found in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

We are a designer, developer, and operator of integrated resorts featuring luxury hotel rooms, high-end retail space, an array of dining and entertainment options, meeting and convention facilities, and gaming, all supported by an unparalleled focus on our guests, our people, and our community.

Through our approximately 72% ownership of WML, we operate two integrated resorts in the Macau Special Administrative Region of the People's Republic of China ("Macau"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations").

*Recent Developments*

In January 2020, an outbreak of a new strain of coronavirus, COVID-19, was identified in Wuhan, China.

Currently, no fully effective vaccines have been developed and there can be no assurance that an effective vaccine can be discovered in time to protect against a potential pandemic.

In response, on February 4, 2020, the Macau government announced the closure of all casino operations in Macau, including those at Wynn Palace and Wynn Macau, for a period of 15 days.

On February 20, 2020, our casino operations at Wynn Palace and Wynn Macau reopened on a reduced basis, and are expected to fully reopen by March 20, 2020 (the deadline set by the Macau government for Macau casinos to fully reopen).

Since reopening, all casinos in Macau are subject to a number of government procedures which address the health and safety of staff and patrons, including limitations on the spacing of open tables and slot machines to ensure adequate distance between people, stopping patrons from congregating together, limiting the number of players and spectators at a table to three to four, temperature checks, mask protection, and health declarations.

Visitation to Macau has fallen precipitously since the outbreak of Coronavirus, driven by the Chinese government’s suspension of its visa and group tour schemes that allow mainland Chinese residents to travel to Macau, quarantines in certain cities in mainland China, and the suspension by the Hong Kong government of ferry service from Hong Kong to Macau until further notice.

The US government has put in place restrictions on travel to the US from mainland China, and could expand the restrictions.

A significant portion of our US business relies on the willingness and ability of premium international customers to travel to the US, including from mainland China.

As such, our Las Vegas Operations and operations at Encore Boston Harbor may also be adversely impacted.

The Coronavirus outbreak has had and will have an adverse effect on our results of operations.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of the Coronavirus and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact to our future results of operations, cash flows, or financial condition.

These key operating measures are presented as supplemental disclosures because management and/or certain investors use these measures to better understand period-over-period fluctuations in our casino and hotel operating revenues.

- Table drop for Encore Boston Harbor is the amount of cash and gross markers issued that are deposited in a gaming table's drop box.

- Table games win is the amount of table drop or turnover that is retained and recorded as casino revenues.

Table games win does not include poker rake.

- Slot machine win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenues.

- Poker rake is the portion of cash wagered by patrons in our poker rooms that is retained by the casino as a service fee, after adjustment for progressive accruals, but before the allocation of casino revenues to rooms, food and beverage and other revenues for services provided to casino customers on a complimentary basis.

Poker tables are not included in our measure of average number of table games.

Customers may then redeem markers at the gaming tables or at the casino cage.

At Encore Boston Harbor, customers purchase chips at the gaming tables in exchange for cash and markers.

Customers may then redeem markers only at the casino cage.

The cash and gross markers used to purchase chips are deposited in the gaming table's drop box.

This is the base of measurement that we use for calculating win percentage.

Each type of table game has its own theoretical win percentage.

Our expected table games win percentage is 16% to 20%.

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

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| Operating revenues | | | $ | 6,611,099 | | | | | $ | 6,717,660 | | | | | $ | (106,561) | | | | | (1.6) | | | | | | | | |

| Adjusted Property EBITDA (1) | | | 1,815,408 | | | | | | 2,044,413 | | | | | | (229,005) | | | | | | (11.2) | | | | | | | | |

The decrease in operating revenues for the year ended December 31, 2019 was primarily driven by decreases of $213.9 million, $224.5 million, and $32.1 million from Wynn Palace, Wynn Macau, and our Las Vegas Operations, respectively.

Operating revenues from Encore Boston Harbor were $363.9 million.

The decrease in net income attributable to Wynn Resorts, Limited for the year ended December 31, 2019 was principally due to a tax provision of $176.8 million recorded in 2019, largely related to an increase in the valuation allowance on our deferred tax assets, compared to a net tax benefit of $497.3 million recorded during the year ended December 31, 2018 primarily in connection with U.S. tax reform.

Adjusted Property EBITDA from Encore Boston Harbor was $23.2 million.

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

| Wynn Palace | | | $ | 2,543,694 | | | | | $ | 2,757,566 | | | | | $ | (213,872) | | | | | (7.8) | | | | | | | | |

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.

We are a developer, owner and operator of destination casino resorts (integrated resorts).

In Macau, we own approximately 72% of WML, which includes the operations of the Wynn Palace and Wynn Macau resorts.

| | |

| --- | --- |

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

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

| | 2018 | | | | 2017 | | | | 2016 | | |

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

| Adjusted Property EBITDA (1) | 2,044,413 | | | | 1,810,732 | | | | 1,259,327 | | |

For the year ended December 31, 2018, net income attributable to Wynn Resorts, Limited was $572.4 million, or $5.35 per diluted share, a decrease of 23.4%, or $174.8 million, compared to $747.2 million, or $7.28 per diluted share, for the same period of 2017.

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.

For the year ended December 31, 2018, Adjusted Property EBITDA was $2.04 billion, an increase of 12.9%, or $233.7 million, from $1.81 billion for the same period of 2017.

For the year ended December 31, 2017, 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 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 2016 including 132 days of operations.

For the year ended December 31, 2017, 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.

The increase in Adjusted Property EBITDA was the result of increases of $424.5 million, $79.2 million, and $47.7 million from Wynn Palace, Wynn Macau and our Las Vegas Operations, respectively.

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

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

| 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 increase at Wynn Palace was partially offset by decreases at Wynn Macau and our Las Vegas Operations.

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.

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

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

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

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

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

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

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

| 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 | |

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

We cannot assure you that these risk management strategies [added: will] have [removed: had] the desired effect, and interest rate fluctuations could have a negative impact on our results of operations.

The following table provides estimated future cash flow information derived from our best estimates of repayments as of December 31, [removed: 2018,] [added: 2019,] 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: 2018] [added: 2019] of [removed: 2.52%] [added: 1.76%] and [removed: 2.27%,] [added: 2.68%,] respectively, were used for all variable rate calculations in the table below.

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

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

| | | [removed: 2019] | | | | [removed: 2020] [added: 2020] | | | | [removed: 2021] | | [added: 2021] | | [removed: 2022] | | | | [removed: 2023] [added: 2022] | | | | [removed: Thereafter] | | [added: 2023] | | [removed: Total] | | | [added: | 2024 | | | | | | Thereafter | | | | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

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

| Average interest rate | | [removed: —] | | [removed: %] | | — | | % | | [added: | |] — | | % | | [added: | |] — | | % | | [added: | |] 4.3 | | % | | [removed: 5.4] | | [added: 4.9 | |] % | | [added: | | 5.3 | | % | | | |] 5.2 | | % | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: Interest] [added: *Interest] Rate [removed: Sensitivity][added: Sensitivity*]

As of December 31, [removed: 2018,] [added: 2019,] approximately [removed: 47.3% of the principal amount] [added: 59.5%] of our long-term debt was based on fixed rates.

Based on our borrowings as of December 31, [removed: 2018,] [added: 2019,] an assumed 100 basis point change in the variable rates would cause our annual interest [removed: cost] [added: expense] to change by [removed: $50.3] [added: $42.6] million.

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

We expect most of the revenues and expenses for any casino that we operate in Macau will be [added: denominated] in Hong Kong dollars or Macau [removed: patacas.][added: patacas; however, a significant portion of our Wynn Macau, Limited and Wynn Macau SA debt is denominated in U.S. dollars.]

[removed: For any U.S. dollar-denominated debt or other obligations incurred by our Macau-related entities, fluctuations] [added: Fluctuations] in the exchange rates [added: resulting in weakening] of the Macau pataca or the Hong Kong [removed: dollar,] [added: dollar] in relation to the U.S. [removed: dollar,] [added: dollar] could have [added: materially] adverse effects on our [removed: results of operations,] [added: results,] financial [removed: condition] [added: condition,] and ability to service debt.

Based on our balances as of December 31, [removed: 2018,] [added: 2019,] an assumed [removed: 100 basis point] [added: 1%] change in the [removed: US] [added: U.S.] dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of [removed: $28.1] [added: $26.8] million.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices.

Additionally, the potential effect that the proposed LIBOR phaseout could have on our business and financial condition cannot yet be determined (see Item 1A—"Risk Factors," *Risks Related to our Indebtedness* for further discussion).

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

| Fixed rate | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 500.0 | | | | | $ | 600.0 | | | | | $ | 5,160.0 | | | | | $ | 6,260.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable rate | | | | | | $ | 323.9 | | | | | $ | 367.5 | | | | | $ | 2,111.4 | | | | | $ | 50.0 | | | | | $ | 787.5 | | | | | $ | 615.0 | | | | | $ | 4,255.3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average interest rate | | | | | | 3.8 | | % | | | | 3.9 | | % | | | | 3.9 | | % | | | | 3.5 | | % | | | | 3.5 | | % | | | | 3.5 | | % | | | | 3.8 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

In order to mitigate exposure to interest rate fluctuations on the Retail Term Loan, the Company entered into a five year interest rate collar with a notional value of $615.0 million.

The interest rate collar establishes a range whereby the Company will pay the counterparty if one-month LIBOR falls below the established floor rate of 1.00%, and the counterparty will pay the Company if one-month LIBOR exceeds the ceiling rate of 3.75%.

In the normal course of business, our financial position is subject to market risk, including, but not limited to, potential losses due to changes in the value of financial instruments including those resulting from adverse changes in interest rates, foreign currency exchange rates and market valuation.

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

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

| 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 | | % |

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

In Las Vegas, Nevada, we operate and, with the exception of certain retail space, own 100% of Wynn Las [added: Vegas and Encore at Wynn Las] Vegas, which we also refer to as our Las Vegas Operations.

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

Wynn [removed: Resorts, a Nevada corporation,] [added: Resorts] was [removed: formed] [added: incorporated] in [added: Nevada in] 2002.

Any document Wynn Resorts files may be inspected, without charge, at the SEC's [removed: internet site address] [added: website] at http://www.sec.gov.

In addition, through our [removed: own internet address] [added: corporate website] at www.wynnresorts.com, Wynn Resorts provides a hyperlink to a third-party SEC filing website which posts these filings as soon as reasonably practicable, where they can be reviewed without charge.

The information found on our website is not a part of this Annual Report on Form 10-K or any other report we file [added: with] or furnish to the SEC.

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

[removed: Macau Operations][added: Macau]

We opened Wynn Macau [removed: on] [added: in] September [removed: 6,] 2006, [added: and] Encore, an expansion of Wynn Macau, [removed: on] [added: in] April [removed: 21, 2010, and Wynn Palace on August 22, 2016.][added: 2010.]

[removed: | • | Approximately] [added: The property features approximately] 424,000 square feet of casino [removed: space, offering 24-hour gaming and a full range of games] [added: space] with [removed: 320] [added: 323] table games and [removed: 1,041] [added: 1,011] slot machines, [added: as well as] private gaming salons and sky [removed: casinos; |][added: casinos.]

[removed: | • | A] [added: Wynn Palace also features a] luxury hotel tower with a total of 1,706 guest rooms, [removed: suites] [added: suites,] and [removed: villas; |][added: villas, offering a health club, spa, salon, and pool.]

[removed: | • | Approximately] [added: In addition, Wynn Palace offers 14 food and beverage outlets, approximately] 106,000 square feet of high-end, brand-name retail [removed: space; |][added: space, and approximately 37,000 square feet of meeting and convention space.]

[removed: | • | Approximately 37,000] [added: In addition, Encore Boston Harbor offers 16 food and beverage outlets and a nightclub, approximately 8,000] square feet of [added: retail space, and approximately 71,000 square feet of] meeting and convention [removed: space; |][added: space.]

[removed: | • | Approximately 273,000] [added: Located in the heart of downtown Macau, the property features approximately 252,000] square feet of casino [removed: space, offering 24-hour gaming and a full range of games] [added: space] with [removed: 317] [added: 322] table games and [removed: 810] [added: 838] slot machines, [added: as well as] private gaming salons, sky [removed: casinos] [added: casinos,] and a poker [removed: pit; |][added: room.]

[removed: | • | Two] [added: Wynn Macau also features two] luxury hotel towers with a total of [removed: 1,008] [added: 1,010] guest rooms and [removed: suites; |][added: suites, offering two health clubs, two spas, a salon and a pool.]

[removed: | • | Approximately] [added: In addition, Wynn Macau offers 12 food and beverage outlets, approximately] 59,000 square feet of high-end, brand-name retail [removed: space; |][added: space, and approximately 31,000 square feet of meeting and convention space.]

[removed: | • | A] [added: Wynn Macau's signature attractions include a] rotunda show featuring a Chinese zodiac-inspired ceiling along with gold [removed: "prosperity tree"] [added: "tree of prosperity"] and "dragon of fortune" [removed: attractions. |][added: features.]

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

We opened Wynn Las Vegas [removed: on] [added: in] April [removed: 28,] 2005 and Encore, an expansion of Wynn Las Vegas, [removed: on] [added: in] December [removed: 22,] 2008.

[removed: | • | Approximately 192,000] [added: The property features approximately 194,000] square feet of casino [removed: space, offering 24-hour gaming and a full range of games] [added: space] with [removed: 243] [added: 232] table games and [removed: 1,811] [added: 1,756] slot machines, [added: as well as] private gaming salons, a sky casino, a poker room, and a race and sports [removed: book; |][added: book.]

[removed: | • | Two] [added: Wynn Las Vegas also features two] luxury hotel towers with a total of 4,748 guest rooms, [removed: suites] [added: suites,] and [removed: villas; |][added: villas, which offers swimming pools, private cabanas, two full service spas and salons, and a wedding chapel.]

[removed: | • | A] [added: Our nightlife and entertainment offerings at Wynn Las Vegas include two nightclubs and a beach club, and a] specially designed theater presenting "Le Rêve—The Dream," a water-based theatrical [removed: production] [added: production,] and a theater presenting entertainment productions and various headliner entertainment acts. [removed: |]

[removed: We are currently constructing] [added: On June 23, 2019, the Company opened] Encore Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston along the Mystic River.

As of December 31, [removed: 2018,] [added: 2019,] we have incurred [removed: approximately $2.03 billion] [added: $351.3 million] in total project costs.

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

[removed: Based on current designs, we] [added: We] estimate the total project [removed: budget] [added: budget, including the redesigned golf course that reopened in October 2019,] to be approximately $425 million.

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

[removed: The Company's] [added: Wynn Resorts, Limited ("Wynn Resorts," or together with its subsidiaries, "we" or the "Company") is a preeminent designer, developer, and operator of] integrated [removed: resort business model integrates] [added: resorts featuring] luxury hotel rooms, high-end [removed: retail,] [added: retail space,] an array of dining and entertainment options, meeting and convention [removed: space,] [added: facilities,] and gaming, all supported by [removed: superior levels of customer service.][added: an unparalleled focus on our guests, our people, and our community.]

We believe that our [removed: resorts and management continue to benefit from our] extensive design and operational experience across numerous gaming [removed: jurisdictions, providing] [added: jurisdictions provides us with] a distinct advantage over other gaming enterprises.

[removed: In addition, we have a] [added: These activities are led by our in-house] design, [removed: development] [added: development,] and construction [removed: subsidiary, in which] [added: subsidiary and its] senior management [added: team, which] has significant experience across all major [added: design and] construction disciplines.

[removed: We] [added: In addition, we] believe superior customer [removed: experience and] service is the best marketing strategy to attract [added: customers] and [removed: retain] [added: drive repeat visitation to] our [removed: customers.][added: resorts.]

Human resources and staff training are essential to [removed: our strategy to ensure] [added: ensuring] our employees are prepared to provide the luxury service that our guests expect.

We leverage our international marketing team across branch offices located in Hong Kong SAR, Singapore, Japan, [removed: Taiwan] [added: Taiwan,] and Canada to [removed: attract] [added: connect with and build relationships with our] international customers.

Reflecting our [added: strategic focus, our values, and our] commitment to [removed: customer] [added: delivering world-class, five-star] service [removed: globally,] [added: within luxury integrated resorts,] the Company has received the following recognition:

[removed: | • |] [added: -] Collectively, Wynn Resorts earned more [added: FTG] Five-Star awards than any other independent hotel company in the world in [removed: the official 2019 Forbes Travel Guide Star Rating list. |][added: 2020.]

[removed: | • | In 2019,] [added: -] Wynn Macau continues to be the only resort in the world with eight individual [removed: Forbes] [added: FTG] Five-Star [removed: awards. |][added: awards in 2020.]

[removed: | • | With fourteen Forbes Five-Star awards combined,] [added: -] Wynn Macau and Wynn Palace are the most decorated integrated resort brands in [removed: Asia. |][added: Asia with fifteen FTG Five-Star awards combined.]

[removed: | • |] [added: -] Wynn Resorts was once again honored [removed: as the highest ranking casino resort] [added: to be included] on FORTUNE Magazine's [removed: 2019] [added: 2020] World's Most Admired Companies list in the hotel, [removed: casino] [added: casino,] and resort [removed: category. |][added: category and ranked first overall in the category of Quality of Products/ Services among all international hotel companies.]

We plan to continue to seek out new opportunities to develop and operate [added: world-class] integrated [removed: resorts, including] [added: resorts and] related [removed: businesses,] [added: businesses] around the world.

Our Company

On June 23, 2019, we opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts.

We conceptualize, design, build, and operate our resorts to create unforgettable customer experiences across a diverse set of gaming and non-gaming amenities that attract a wide range of customer segments and generate strong financial results.

Central to our strategy is the construction of, and regular reinvestment in, world-class integrated resorts.

We have been successful in attracting a wide range of premium guests both domestically and internationally.

We continually evaluate our offerings and service levels, and as a result, have made and expect to continue to make enhancements and refinements to our resorts.

Overall, we believe Wynn Resorts has a demonstrated track record of developing and operating integrated resorts that stimulate local and regional economic activity, by attracting a wide range of customers (including high-net-worth international tourists), driving international tourism, raising average hotel room rates in the region, extending the average length of stay per visitor, complementing existing convention and meeting business with five-star accommodations and appropriately scaled meeting amenities, elevating service levels with the execution of five-star customer service, and stimulating city-wide investment and employment.

*Our Values*

Wynn Resorts thrives in the luxury hospitality industry because of our employees, who exhibit our values at every level within the Company.

Our values are embodied by the following concepts:

- *Service-Driven*.

We foster a culture of respect, gratitude and meticulous attention to detail that makes service to guests our life’s work.

- *Excellence*.

Our singular focus on being the best celebrates the inherent connection between employee and guest, company and community.

- *Artistry*.

We provide a collection of guest experiences that prize artistry and championship craftsmanship, resulting in Wynn Resorts being the highest ranked hotel company in the world.

- *Progressive*.

Our commitment to innovation enables us to continue evolving what it means to create and operate world-class resort destinations.

*Our Commitment to Corporate Social Responsibility and Sustainability*

We are committed to our people, our communities, and our planet.

Executing on our commitment to corporate social responsibility and sustainability includes:

- Creating a five-star workplace.

- Fostering a diverse and inclusive workforce, and investing in our people.

- Furthering social impact initiatives in our communities.

- Minimizing the harm and maximizing the benefit that we have on our community and environment by utilizing and sourcing energy and materials responsibly.

- Elevating our corporate governance practices to ensure they appropriately support the long-term interests of our stakeholders.

In North America, we have taken a leading role in the hospitality industry's transition to clean and sustainable sources of energy.

Our investments in alternative energy, including on-site solar arrays and notably, a 160-acre solar facility in Northern Nevada, have earned us an invitation to join the U.S. Environmental Protection Agency's Green Power Partnership and a top ranking among Fortune 500 companies that voluntarily use green power to reduce air pollution and other environmental impacts associated with electricity use.

We encourage our employees to avail themselves of numerous leadership and development opportunities and use our resources to assist in the education and development of the next generation of employees and leaders.

We are also fully committed to supporting our communities in the Las Vegas and Boston areas, through our corporate giving program and through the Wynn Employee Foundation, which fosters charitable giving and volunteerism among Wynn employees and community partners.

In Macau and across the Greater Bay Area, which is the region encompassing Macau, Hong Kong, and southern Guangdong Province, we strive to drive reinvestment in our community, encourage volunteerism, and promote responsible gaming through our Wynn Care program.

Since launching this program, we have centralized our community-focused initiatives under one umbrella and meaningfully increased our involvement in various volunteer activities and community events in Macau, the Greater Bay Area, and beyond.

We are also fully committed to the sustainable development of Macau and endeavor to provide our guests with a premium experience while remaining environmentally conscious by monitoring and reducing inefficient consumption and embracing technologies that help us to responsibly use our resources.

In addition, we provide our employees in Macau with numerous professional development and training opportunities to elevate core and leadership skills.

*Executing on Our Strategy*

- Wynn Las Vegas and Encore have each earned Five-Star status on the 2020 Forbes Travel Guide ("FTG") Star Rating list and are now the largest and second largest FTG Five-Star resorts in the world respectively.

Wynn Palace, originally earning FTG Five-Star status in 2018, is the third largest.

- Wynn Palace garnered seven individual FTG Five-Star awards in 2020.

- Wynn Las Vegas and Encore added two new 2020 FTG Five-Star awards and now collectively hold seven, the most of any resorts in North America.

- Wynn Las Vegas was certified as the only casino resort in Las Vegas as a 'Great Workplace' by the analysts at Great Place to Work® in 2019.

Overview

Wynn Resorts, Limited ("Wynn Resorts," or together with its subsidiaries, "we" or the "Company") is a leading developer, owner and operator of destination casino resorts (integrated resorts) that integrate hotel accommodations and a wide range of amenities, including fine dining outlets, premium retail offerings, distinctive entertainment theaters and large meeting complexes.

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

We operate our Macau Operations under a 20-year casino concession agreement granted by the Macau government in June 2002.

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

See "Regulation and Licensing—Macau" for details on the casino concession agreement, and see "Item 2—Properties" for details on the land concession agreement.

Wynn Palace features the following as of February 20, 2019:

| | |

| --- | --- |

| • | 13 food and beverage outlets; |

| • | Recreation and leisure facilities, including a gondola ride, health club, spa, salon and pool; and |

| • | Public attractions including a performance lake and floral art displays. |

Wynn Macau features the following as of February 20, 2019:

| • | 11 food and beverage outlets; |

| • | Approximately 31,000 square feet of meeting and convention space; |

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

In response to our evaluation of our Macau Operations and our commitment to creating a unique customer experience, we have made and expect to continue to make enhancements and refinements to these resorts.

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

Wynn Las Vegas features the following as of February 20, 2019:

| • | 33 food and beverage outlets; |

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

| • | Approximately 290,000 square feet of meeting and convention space; |

| • | Three nightclubs and a beach club; |

| • | Recreation and leisure facilities, including swimming pools, private cabanas, two full service spas and salons, and a wedding chapel; and |

In December 2016, we entered into a joint venture arrangement (the "Retail Joint Venture") with Crown Acquisitions Inc. ("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, which opened in November 2018.

For more information on the Retail Joint Venture, see Item 8—"Financial Statements and Supplementary Data," Note 14, "Retail Joint Venture."

In response to our evaluation of our Las Vegas Operations and our commitment to creating a unique customer experience, we have made and expect to continue to make enhancements and refinements to this resort.

Construction and Development Opportunities

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 $2.6 billion.

We are currently constructing approximately 430,000 square feet of additional meeting and convention space at Wynn Las Vegas and have begun design and site preparation for the reconfiguration of the Wynn Las Vegas golf course, which we closed in the fourth quarter of 2017.

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.

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

For information regarding the Company's legal proceedings see Item 8—"Financial Statements and Supplementary Data," Note [removed: 15,] [added: 17,] "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.

CCAC Information Request

In July 2014, Wynn Macau SA was contacted by the Commission Against Corruption of Macau ("CCAC") requesting certain information related to its land in the Cotai area of Macau.

Wynn Macau SA has cooperated with CCAC's request.

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

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

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

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

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

| | [removed: For] [added: | | For] the fiscal year ended December 31, [removed: 2018] [added: 2019] | [added: | |]

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

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

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

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

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

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S.] [added: | | | | (I.R.S.] Employer Identification [removed: Number)] [added: No.)] | [added: | |]

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

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

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

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

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

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

| [removed: Common] [added: Common] Stock, [removed: $0.01] par value [added: $0.01] | | [removed: Nasdaq] [added: | | | | WYNN | | | | | | Nasdaq] Global Select [removed: Market] [added: Market] | [added: | |]

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

[removed: None][added: None]

Yes [removed: ý] [added: ☒] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: ý][added: ☒]

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

| Non-accelerated filer | | [removed: ¨] | | [added: | | ☐ | | | | | |] Smaller reporting company | | [removed: ¨] | [added: | | | ☐ | | |]

| | | | | [added: | | | | | | | |] Emerging growth company | | [removed: ¨] | [added: | | | ☐ | | |]

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: 29, 2018] [added: 28, 2019] was approximately [removed: $16.34] [added: $12.08] billion.

As of February [removed: 15, 2019, 107,635,436] [added: 14, 2020, 107,516,130] shares of the registrant's Common Stock, $0.01 par value, were outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the registrant's Proxy Statement for its [removed: 2019] [added: 2020] Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this report are incorporated by reference into Part III of this Form 10-K.

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

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

[removed: | [PART I](#s6CDCA2403E91570EBD50483672BD75E3) | | |][added: PART I]

| Item 1. | [removed: [Business](#sE85C5837E9DB55169AAE54DB7D45EBBD)] | [removed: [3](#sE85C5837E9DB55169AAE54DB7D45EBBD)] | [added: [Business](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_13) | | | [3](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_13) | | | | | | | | |]

| Item 1A. | [added: | |] [Risk [removed: Factors](#s5CCDB8A3FC6652518AD9878AF7BFC89F)] [added: Factors](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_16)] | [removed: [16](#s5CCDB8A3FC6652518AD9878AF7BFC89F)] | [added: | [17](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_16) | | | | | | | | |]

| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#sAF24A3C94BDA5D549224FCFFBEE1D865)] [added: Comments](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_19)] | [removed: [32](#sAF24A3C94BDA5D549224FCFFBEE1D865)] | [added: | [33](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_19) | | | | | | | | |]

| Item 2. | [removed: [Properties](#sFFF5B151809151D49DCF4C2D0CF0B51F)] | [removed: [33](#sFFF5B151809151D49DCF4C2D0CF0B51F)] | [added: [Properties](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_22) | | | [34](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_22) | | | | | | | | |]

| Item 3. | [added: | |] [Legal [removed: Proceedings](#s246CB3E322EF543BB8DBA332FD0979FE)] [added: Proceedings](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_25)] | [removed: [33](#s246CB3E322EF543BB8DBA332FD0979FE)] | [added: | [34](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_25) | | | | | | | | |]

| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#sE62FC0CE59A855F7890F41439AB718E9)] [added: Disclosures](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_28)] | [removed: [33](#sE62FC0CE59A855F7890F41439AB718E9)] | [added: | [34](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_28) | | | | | | | | |]

| Item 5. | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s159BAAF4BB295F56B71EA3069458BC91)] [added: Securities](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_34)] | [removed: [34](#s882E7573CD9554B6882038B50006D966)] | [added: | [35](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_34) | | | | | | | | |]

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OR

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| Nevada | | | | | | 46-0484987 | | |

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Yes ☒ No ☐

Yes ☒ No ☐

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Yes ☐ No ☒

FORM 10-K

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

| [PART II](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_31) | | | | | | | | | | | | | | |

| [PART IV](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_214) | | | | | | | | | | | | | | |

| [Signatures](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_229) | | | | | | | | | [117](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_229) | | | | | |

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

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OR

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| NEVADA | | 46-0484987 |

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

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

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

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

| [removed: Property] [added: Property] | | [removed: Approximate Acres] | | [removed: Location] | [added: | Approximate Acres | | | | | | Location | | |]

| [removed: Macau Operations (1)] [added: Macau Operations (1)] | | | | | [added: | | | | | | | | | |]

| Wynn Palace | | [added: | | | |] 51 | | [added: | | | |] Located in the Cotai area of Macau. | [added: | |]

| Wynn Macau | | [added: | | | |] 16 | | [added: | | | |] Located in downtown Macau's inner harbor. | [added: | |]

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

| Wynn Las Vegas (main parcel) | | [added: | | | |] 75 | | [added: | | | |] Located at the intersection of Las Vegas Boulevard and Sands Avenue. | [added: | |]

| Golf course land (2) | | [removed: 140] | | [added: | | 128 | | | | | |] Located adjacent to Wynn Las Vegas. | [added: | |]

| Employee parking lot and office building | | [added: | | | |] 18 | | [added: | | | |] Located across Sands Avenue. | [added: | |]

| Office building | | [added: | | | |] 5 | | [added: | | | |] Located adjacent to golf course land. | [added: | |]

| | | [added: | | | |] 238 | | | [added: | | | | | |]

| [removed: Encore] [added: Encore] Boston [removed: Harbor (3)] [added: Harbor] | | [removed: 33] | | [added: | | 34 | | | | | |] Located in Everett, Massachusetts, adjacent to Boston along the Mystic River. | [added: | |]

| [removed: Other (4)] [added: Other (3)] | | [added: | | | |] 38 | | [added: | | | |] Located on the Las Vegas Strip directly across from Wynn Las Vegas. | [added: | |]

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

[removed: (4)] [added: (3)] 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 July 2097.

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| | | | | | | 67 | | | | | | | | |

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

| Meeting and Convention Expansion | | | | | | 12 | | | | | | Located adjacent to Wynn Las Vegas. | | |

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

| | | 67 | | |

(3) This integrated resort is currently under construction and is expected to open in mid-2019.

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

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

[removed: Holders][added: Holders]

There were approximately [removed: 152] [added: 145] holders of record of our common stock as of February [removed: 15, 2019.][added: 14, 2020.]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

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

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

None of the [removed: 630] [added: foregoing] repurchases that occurred [removed: in November 2018] [added: during the three months ended December 31, 2019] were part of the Company's publicly announced [removed: share] repurchase program.

[removed: Stock] [added: Stock] Performance [removed: Graph][added: Graph]

The performance graph assumes that $100 was invested on December 31, [removed: 2013] [added: 2014] 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: ]

The following table summarizes the shares repurchased in satisfaction of tax withholding obligations on vested restricted stock during the quarter ended December 31, 2019:

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

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

| October 31, 2019 | | | | | | 6,777 | | | | | | $ | 117.05 | | | | | $ | 793 | |

| November 30, 2019 | | | | | | 718 | | | | | | $ | 125.94 | | | | | $ | 90 | |

| December 31, 2019 | | | | | | 2,863 | | | | | | $ | 138.71 | | | | | $ | 397 | |

As of December 31, 2019, we had $800.1 million in repurchase authority under the program.

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:

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

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

| 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.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Wynn Resorts Ltd., the S&P 500 Index,

and the Dow Jones US Gambling Index

| |

| --- |

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

| Copyright © 2019 S&P, a division of McGraw Hill Financial. All rights reserved. |

| Copyright © 2019 Dow Jones & Co. All rights reserved. |

The following financial information [added: as of and] for each of the five years ended December 31, [added: 2019,] 2018, 2017, 2016, [removed: 2015] and [removed: 2014] [added: 2015] has been derived from our consolidated financial statements.

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

| | [removed: 2018 (1)] [added: | | 2019] (4) [added: (5)] | | | | [removed: 2017] [added: | | 2018 (1) (4) | | | | | | 2017] (2) [removed: (4)] [added: (4)] | | | | [removed: 2016] [added: | | 2016] (3) [removed: (4)] [added: (4)] | | | | [removed: 2015 (4)] | | [added: 2015 (4)] | | [removed: 2014 (4)] | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

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

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

| Operating revenues | [added: | |] $ | [added: 6,611,099 | | | | | $ |] 6,717,660 | | | [added: | |] $ | 6,070,160 | | | [added: | |] $ | 4,345,797 | | | [added: | |] $ | 4,075,883 | | | [removed: $] | [removed: 5,433,661] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Pre-opening [added: expenses] | [added: | | 102,009 | | | | | |] 53,490 | | | | [added: | |] 26,692 | | | | [added: | |] 154,717 | | | | [added: | |] 77,623 | | | | [removed: 30,146] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Operating income | [added: | | 878,305 | | | | | |] 735,544 | | | | [added: | |] 1,055,565 | | | | [added: | |] 521,662 | | | | [added: | |] 658,814 | | | | [removed: 1,266,278] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Net income | [added: | | 311,378 | | | | | |] 803,084 | | | | [added: | |] 889,254 | | | | [added: | |] 302,469 | | | | [added: | |] 281,524 | | | | [removed: 962,644] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Less: net income attributable to noncontrolling interests | [removed: (230,654] | | [removed: )] [added: (188,393)] | | [removed: (142,073] | | [removed: )] | | [removed: (60,494] [added: (230,654)] | | [removed: )] | | [removed: (86,234] | | [removed: )] [added: (142,073)] | | [removed: (231,090] | | [removed: )] | [added: | (60,494) | | | | | | (86,234) | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Net income attributable to Wynn Resorts, Limited | [added: | | 122,985 | | | | | |] 572,430 | | | | [added: | |] 747,181 | | | | [added: | |] 241,975 | | | | [added: | |] 195,290 | | | | [removed: 731,554] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Basic income per share | [added: | |] $ | [added: 1.15 | | | | | $ |] 5.37 | | | [added: | |] $ | 7.32 | | | [added: | |] $ | 2.39 | | | [added: | |] $ | 1.93 | | | [removed: $] | [removed: 7.25] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Diluted income per share | [added: | |] $ | [added: 1.15 | | | | | $ |] 5.35 | | | [added: | |] $ | 7.28 | | | [added: | |] $ | 2.38 | | | [added: | |] $ | 1.92 | | | [removed: $] | [removed: 7.17] | | [added: | | | | | | | | | | | | | | | | | | | |]

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

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

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

| Cash and cash equivalents | [added: | |] $ | [added: 2,351,904 | | | | | $ |] 2,215,001 | | | [added: | |] $ | 2,804,474 | | | [added: | |] $ | 2,453,122 | | | [added: | |] $ | 2,080,089 | | | [removed: $] | [removed: 2,182,164] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Construction in progress | [added: | | 477,333 | | | | | |] 1,912,801 | | | | [added: | |] 1,016,207 | | | | [added: | |] 299,686 | | | | [added: | |] 3,217,117 | | | | [removed: 1,666,326] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Total assets | [added: | | 13,871,281 | | | | | |] 13,216,269 | | | | [added: | |] 12,681,739 | | | | [added: | |] 11,953,557 | | | | [added: | |] 10,459,159 | | | | [removed: 9,001,919] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Total long-term obligations [removed: (5)] [added: (6)] | [added: | | 10,346,925 | | | | | |] 9,519,417 | | | | [added: | |] 9,673,099 | | | | [added: | |] 10,279,375 | | | | [added: | |] 9,327,143 | | | | [removed: 7,482,510] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Stockholders' equity | [added: | | 1,541,472 | | | | | |] 1,814,789 | | | | [added: | |] 1,078,350 | | | | [added: | |] 257,881 | | | | [added: | |] 21,845 | | | | [removed: 211,091] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Cash dividends declared per common share | [added: | |] $ | [added: 3.75 | | | | | $ |] 2.75 | | | [added: | |] $ | 2.00 | | | [added: | |] $ | 2.00 | | | [added: | |] $ | 3.00 | | | [removed: $] | [removed: 6.25] | | [added: | | | | | | | | | | | | | | | | | | | |]

[removed: | (1) | During] [added: (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. [removed: 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." |]

[removed: | (2) | During] [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. [removed: See Item 8—"Financial Statements and Supplementary Data," Note 12, "Income Taxes." |]

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

[removed: | (5) | Includes] [added: (6)Includes] long-term debt, other long-term liabilities, [added: and] deferred income tax liabilities, [removed: net and the required contract premium payments under our land concession contracts at Wynn Palace. |][added: net.]

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

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

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

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

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

See Item 8—"Financial Statements and Supplementary Data," Note 13, "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 7, "Long-Term Debt."

See Item 8—"Financial Statements and Supplementary Data," Note 13, "Income Taxes."

(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 operating revenues were not recast for the adoption of ASC 606 and, as a result, are not comparable to 2016, 2017, 2018 and 2019 operating revenues.

See Item 8—"Financial Statements and Supplementary Data," Note 2, "Basis of Presentation and Significant Accounting Policies."

(5)Encore Boston Harbor opened on June 23, 2019.

In addition, December 31, 2019 includes long-term operating lease liabilities recorded in connection with the adoption of ASC 842 and, as a result, is not comparable to December 31, 2018, 2017, 2016, and 2015.

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

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

| | |

| --- | --- |

| (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." |

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

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

| [Reports of Independent Registered Public Accounting [removed: Firm](#s6928531971BF5B988361CDED60F33C3A)] [added: Firm](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_73)] | [removed: [64](#s6928531971BF5B988361CDED60F33C3A)] | [added: | [58](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_73) | | |]

[removed: | [Consolidated Balance Sheets](#s095472AD695E5DBB92283C81895A98BA) | [66](#s095472AD695E5DBB92283C81895A98BA) |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [Consolidated Statements of Income](#s536E35B7CFDF57DE854861480459E685) | [67](#s536E35B7CFDF57DE854861480459E685) |][added: CONSOLIDATED STATEMENTS OF INCOME]

[removed: | [Consolidated Statements of Comprehensive Income](#sB90EDC7293F75604996C85F3AB7154E4) | [68](#sB90EDC7293F75604996C85F3AB7154E4) |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME]

[removed: | [Consolidated Statements of Stockholders’ Equity](#s18C815835B4F5D8C8DD776BAD6E1F997) | [69](#s18C815835B4F5D8C8DD776BAD6E1F997) |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY]

[removed: | [Consolidated Statements of Cash Flows](#s0E7434AC813C5E5887AC8AF15D43019A) | [70](#s0E7434AC813C5E5887AC8AF15D43019A) |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [Notes to Consolidated Financial Statements](#s9A4B692EF7C1582C8682CA709635E302) | [71](#s9A4B692EF7C1582C8682CA709635E302) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

[removed: | [Quarterly] [added: Quarterly] Consolidated Financial Information [removed: (Unaudited)](#s11A805427B6B5D44B105D3CD8CE7CD08) | [115](#s11A805427B6B5D44B105D3CD8CE7CD08) |][added: (Unaudited)]

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

[removed: The] [added: To the] Board of Directors and Stockholders of Wynn Resorts, Limited and [removed: subsidiaries:][added: subsidiaries]

[removed: Opinion] [added: Opinion] on Internal Control [removed: over] [added: Over] Financial [removed: Reporting][added: Reporting]

We have audited Wynn Resorts, Limited and [removed: subsidiaries'] [added: subsidiaries’] internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal [removed: Control-Integrated] [added: 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: 2018,] [added: 2019,] 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: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] 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: 2018,] [added: 2019,] and the related notes and financial statement schedule listed in the Index at Item [removed: 15(a)] [added: 15(a)2] and our report dated February 28, [removed: 2019] [added: 2020] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the Company) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] 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: 2018,] [added: 2019,] and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] 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: 2018,] [added: 2019,] 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: 2019] [added: 2020] expressed an unqualified opinion thereon.

As discussed in Note 2 to the consolidated financial statements, the Company [removed: has] changed its method [removed: for recognizing revenue and the presentation] of [removed: restricted cash and restricted cash equivalents on the statement of cash flows] [added: accounting for leases in 2019] due to the adoption of [removed: new accounting standards.][added: Accounting Standards Update (ASU) No. 2016-02, *Leases* (Topic 842), and the related amendments.]

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

[removed: CONSOLIDATED BALANCE SHEETS][added: | [Consolidated Balance Sheets](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_82) | | | [61](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_82) | | |]

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

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

| | [removed: 2018] | | [added: 2019] | | [removed: 2017] | | | [added: | 2018 | | | | | | 2017 | | | | | | | | | | | | | | |]

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

| [removed: Current assets:] [added: Current assets:] | | | | | | | | [added: | | | | | | | | | | | | |]

| Cash and cash equivalents | [added: | |] $ | [removed: 2,215,001] [added: 2,351,904] | | | [added: | |] $ | [removed: 2,804,474] [added: 2,215,001] | | [added: | | | | | | | | |]

| Receivables, net | [added: | | 346,429 | | | | | |] 276,644 | | | | [removed: 224,128] | | | [added: | | | | |]

| Inventories | [added: | | 88,519 | | | | | |] 66,627 | | | | [removed: 71,636] | | | [added: | | | | |]

| Prepaid expenses and other | [added: | | 69,485 | | | | | |] 83,104 | | | | [removed: 156,773] | | | [added: | | | | |]

| [removed: Total] [added: Total] current [removed: assets] [added: assets] | [removed: 2,641,376] | | [added: 2,856,337] | | [removed: 3,423,784] | | | [added: | 2,641,376 | | | | | | | | | | | |]

| Property and equipment, net | [added: | | 9,623,832 | | | | | |] 9,385,920 | | | | [removed: 8,498,756] | | | [added: | | | | |]

| Restricted cash | [added: | | 6,388 | | | | | |] 4,322 | | | | [removed: 2,160] | | | [added: | | | | |]

| Intangible assets, net | [added: | | 146,414 | | | | | |] 222,506 | | | | [removed: 123,705] | | | [added: | | | | |]

| Deferred income taxes, net | [added: | | 562,262 | | | | | |] 736,452 | | | | [removed: 240,533] | | | [added: | | | | |]

| Other assets | [added: | | 223,129 | | | | | |] 225,693 | | | | [removed: 232,119] | | | [added: | | | | |]

| | | | | | |

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

| [Notes to Consolidated Financial Statements](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_106) | | | [66](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_106) | | |

February 28, 2020

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries

Adoption of ASU No. 2016-02

Basis for Opinion

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates.

| | | | | | |

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

| *Description of the Matter* | | | As more fully described in Note 12 to the consolidated financial statements, at December 31, 2019, the Company had deferred tax assets related to foreign tax credit carryforwards, disallowed interest expense carryforwards and other U.S. and foreign deferred tax assets of $3.4 billion, net of a $2.8 billion valuation allowance. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Auditing management’s assessment of the realizability of the Company’s deferred tax assets was complex and highly judgmental due to the significant estimation required in measuring deferred tax assets. These deferred tax assets are affected by assumptions, including forecasted taxable domestic and foreign-sourced income and related royalties, the amount of interest expense and other expenses allocated to foreign sourced income and the effect of tax planning strategies. Fluctuations in actual results from those forecasted can have a material impact on the recoverability of these deferred tax assets. | | |

| | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s process for evaluating the realization of the Company’s deferred tax assets, including controls over management’s review of the forecast and significant assumptions described above and identification and reasonableness of available tax planning strategies. To test the valuation of deferred tax assets, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to the Company’s business plans and current industry and economic trends and evaluated whether changes to the company’s business model, economic trends and other factors would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the valuation allowance that would result from changes in the assumptions. We involved our tax professionals to evaluate the application of tax law in the Company’s available tax planning strategies, and carryforward amounts, and the evaluation of the carryforward lives of its deferred tax assets. | | |

February 28, 2020

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

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

| | | | 2019 | | | | | | 2018 | | | | | | | | | | | |

| Operating lease assets | | | 452,919 | | | | | | — | | | | | | | | | | | |

| Total assets | | | $ | 13,871,281 | | | | | $ | 13,216,269 | | | | | | | | | | |

| Long-term operating lease liabilities | | | 159,182 | | | | | | — | | | | | | | | | | | |

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

(in thousands, except share data)

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

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

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 122,985 | | | | | | 122,985 | | | | | | 188,393 | | | | | | 311,378 | | | | | | | | |

| Currency translation adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 271 | | | | | | — | | | | | | 271 | | | | | | 105 | | | | | | 376 | | | | | | | | |

| Exercise of stock options | | | 293,690 | | | | | | 3 | | | | | | — | | | | | | 14,693 | | | | | | — | | | | | | — | | | | | | 14,696 | | | | | | — | | | | | | 14,696 | | | | | | | | |

| Issuance of restricted stock | | | 472,480 | | | | | | 5 | | | | | | — | | | | | | 14,343 | | | | | | — | | | | | | — | | | | | | 14,348 | | | | | | 785 | | | | | | 15,133 | | | | | | | | |

| Cash dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (402,952) | | | | | | (402,952) | | | | | | (165,835) | | | | | | (568,787) | | | | | | | | |

| Distribution to noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,745) | | | | | | (7,745) | | | | | | | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | — | | | | | | 30,445 | | | | | | — | | | | | | — | | | | | | 30,445 | | | | | | 3,557 | | | | | | 34,002 | | | | | | | | |

| | |

| --- | --- |

February 28, 2019

Change in Accounting Principles

These changes have been applied retrospectively to all periods presented.

| | | | | | | | |

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

| Investment securities | — | | | | 166,773 | | |

| Investment securities | — | | | | 160,682 | | |

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

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

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

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

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

| Balances, January 1, 2016 | 101,571,909 | | | $ | 1,146 | | | $ | (1,152,680 | ) | | $ | 983,131 | | | $ | 1,092 | | | $ | 55,332 | | | $ | (111,979 | ) | | $ | 133,824 | | | $ | 21,845 | |

| Net income | — | | | — | | | | — | | | | — | | | | — | | | | 241,975 | | | | 241,975 | | | | 60,494 | | | | 302,469 | | |

| Currency translation adjustment | — | | | — | | | | — | | | | — | | | | (130 | | ) | | — | | | | (130 | | ) | | (50 | | ) | | (180 | | ) |

| Exercise of stock options | 74,000 | | | 1 | | | | — | | | | 3,486 | | | | — | | | | — | | | | 3,487 | | | | — | | | | 3,487 | | |

| Issuance of restricted stock | 412,504 | | | 4 | | | | — | | | | (4 | | ) | | — | | | | — | | | | — | | | | — | | | | — | | |

| Cash dividends declared | — | | | — | | | | — | | | | — | | | | — | | | | (202,210 | | ) | | (202,210 | | ) | | (111,716 | | ) | | (313,926 | | ) |

| Excess tax benefits from stock-based compensation | — | | | — | | | | — | | | | 802 | | | | — | | | | — | | | | 802 | | | | — | | | | 802 | | |

| Sale of ownership interest in subsidiary, net of income tax of $17.8 million | — | | | — | | | | — | | | | 149,259 | | | | — | | | | — | | | | 149,259 | | | | 13,238 | | | | 162,497 | | |

| Distributions to noncontrolling interest | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (11,436 | | ) | | (11,436 | | ) |

| Excess tax benefits from stock-based compensation | — | | | | — | | | | (742 | | ) |

| Return of investment in unconsolidated affiliates | — | | | | — | | | | 727 | | |

| Payments on long-term land concession obligation | — | | | | — | | | | (15,978 | | ) |

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

| Note receivable acquired from sale of ownership interest in subsidiary | $ | — | | | $ | — | | | $ | 72,464 | |

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 Company expects to open Encore Boston Harbor in mid-2019.

The Company is currently constructing approximately 430,000 square feet of additional meeting and convention space at Wynn Las Vegas and has begun design and site preparation for the reconfiguration of the Wynn Las Vegas golf course, which the Company closed in the fourth quarter of 2017.

The Company expects 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.

The accompanying consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and entities the Company identifies as a variable interest entity ("VIE") and of which the Company is determined to be the primary beneficiary.

Certain amounts in the consolidated financial statements for the previous years have been reclassified to be consistent with current year presentation, including reclassifications related to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and ASU No. 2016-18, Statement of Cash

Flows - Restricted Cash (Topic 230), as further discussed in Recently Adopted Accounting Standards.

These reclassifications had no effect on previously reported net income.

Investment Securities

Investment securities consist of domestic and foreign short-term and long-term investments in corporate bonds, commercial paper and U.S. government agency bonds reported at fair value, with unrealized gains and losses, net of tax, reported in other comprehensive income (loss).

Short-term investments have a maturity date of less than one year and long-term investments are those with a maturity date greater than one year.

The Company limits the amount of exposure to any one issuer with the objective of minimizing the potential risk of principal loss.

[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]

[removed: Management's] [added: Management's] Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

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

Based on our assessment, management believes that, as of December 31, [removed: 2018,] [added: 2019,] our internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] has been audited by Ernst & Young, LLP, an independent registered public accounting firm.

[removed: Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting][added: Reporting]

There were no changes in our internal control over financial reporting [added: (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)] during the quarter ended December 31, [removed: 2018] [added: 2019] that [removed: have] materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.