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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2015
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
to
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N
EVADA
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46-0484987
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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Nasdaq Global Select Market
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Item 1.
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Item 1A.
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Item 1B
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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||
•
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Approximately
284,000
square feet of casino space offering 24-hour gaming with
458
table games and
708
slot machines, private gaming salons, sky casinos and a poker pit;
|
•
|
Two luxury hotel towers with a total of
1,008
guest rooms and suites;
|
•
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Casual and fine dining in
eight
restaurants;
|
•
|
Approximately
57,000
square feet of high-end, brand-name retail shopping, including stores and boutiques by Bvlgari, Cartier, Chanel, Dior, Dunhill, Ermenegildo Zegna, Ferrari, Giorgio Armani, Graff, Gucci, Hermes, Hugo Boss, Jaegar-LeCoultre, Loro Piana, Louis Vuitton, Miu Miu, Piaget, Prada, Richard Mille, Roger Dubuis, Rolex, Tiffany, Vacheron Constantin, Van Cleef & Arpels, Versace, Vertu, and others;
|
•
|
Approximately
31,000
square feet of space for lounges and meeting facilities;
|
•
|
Recreation and leisure facilities, including
two
health clubs, spas, a salon and a pool; and
|
•
|
A rotunda show featuring a Chinese zodiac-inspired ceiling along with gold "prosperity tree" and "dragon of fortune" attractions.
|
•
|
Approximately
186,000
square feet of casino space, offering 24-hour gaming with
232
table games and
1,866
slot machines, private gaming salons, a sky casino, a poker room, and a race and sports book;
|
•
|
Two luxury hotel towers with a total of
4,748
guest rooms, suites and villas;
|
•
|
34
food and beverage outlets featuring signature chefs;
|
•
|
Approximately
99,000
square feet of high-end, brand-name retail shopping, including stores and boutiques by Alexander McQueen, Brioni, Cartier, Chanel, Chloé, Chopard, Dior, Givenchy, Graff, Hermes, IWC Schaffhausen, Jaeger-LeCoultre, Loro Piana, Louis Vuitton, Moncler, Nicholas Kirkwood, Piaget, Prada, Rolex, Vertu and others;
|
•
|
Approximately
290,000
square feet of meeting and convention space;
|
•
|
Three
nightclubs and a beach club;
|
•
|
A specially designed theater presenting "Le Rêve-The Dream," a water-based theatrical production and a theater presenting "Steve Wynn's ShowStoppers," a Broadway-style entertainment production; and
|
•
|
Recreation and leisure facilities, including an 18-hole golf course, swimming pools, private cabanas, two full service spas and salons, and a wedding chapel.
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•
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Collectively, Wynn Resorts earned more Five-Star awards than any other independent hotel company in the world in the official 2016 Forbes Travel Guide Star Rating list.
|
•
|
Wynn Macau | Encore continues to be the only resort in the world with seven Five-Star awards.
|
•
|
Wynn Resorts owns two of the largest Forbes Five-Star hotels in the United States: Wynn Tower Suites (Las Vegas) and Encore Tower Suites (Las Vegas).
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•
|
Wynn Resorts was once again honored as the highest ranking casino resort on FORTUNE Magazine's 2016 World's Most Admired Companies list in the hotel, casino and resort category.
|
•
|
attracting a wide range of customers to the region, including high-net-worth international tourists;
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•
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driving international tourism for the region;
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•
|
lifting average hotel room rates in the region;
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•
|
extending the average length of stay per visitor;
|
•
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complementing existing convention and meeting business with 5-star accommodations and appropriately scaled meeting amenities;
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•
|
elevating service levels with the execution of five-star customer service; and
|
•
|
helping stimulate city-wide investment and employment.
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•
|
conducts unauthorized games or activities that are excluded from its corporate purpose;
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•
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abandons or suspends gaming operations in Macau for more than seven consecutive days (or more than 14 days in a civil year) without justification;
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•
|
defaults in payment of taxes, premiums, contributions or other required amounts;
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•
|
does not comply with government inspections or supervision;
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•
|
systematically fails to observe its obligations under the concession system;
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•
|
fails to maintain bank guarantees or bonds satisfactory to the government;
|
•
|
is the subject of bankruptcy proceedings or becomes insolvent;
|
•
|
engages in serious fraudulent activity, damaging to the public interest; or
|
•
|
repeatedly and seriously violates applicable gaming laws.
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•
|
preventing unsavory or unsuitable persons from being directly or indirectly involved with gaming at any time or in any capacity;
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•
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establishing and maintaining responsible accounting practices and procedures;
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•
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maintaining effective controls over the financial practices of licensees, including establishing minimum procedures for internal fiscal affairs and safeguarding assets and revenue, providing reliable recordkeeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;
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•
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preventing cheating and fraudulent practices; and
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•
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providing a source of state and local revenue through taxation and licensing fees.
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•
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voting on all matters voted on by stockholders or interest holders;
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•
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making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in management, policies or operations; and
|
•
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other activities that the Nevada Gaming Commission may determine to be consistent with such investment intent.
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•
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pay that person any dividend or interest upon any voting securities;
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•
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allow that person to exercise, directly or indirectly, any voting right held by that person relating to Wynn Resorts;
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•
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pay remuneration in any form to that person for services rendered or otherwise; or
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•
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fail to pursue all lawful efforts to require the unsuitable person to relinquish such person's voting securities, including, if necessary, the immediate purchase of the voting securities for cash at fair market value.
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•
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pays to the unsuitable person any dividend, interest or any distribution whatsoever;
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•
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recognizes any voting right by the unsuitable person in connection with the securities;
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•
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pays the unsuitable person remuneration in any form; or
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•
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makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.
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•
|
assure the financial stability of corporate gaming licensees and their affiliated companies;
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•
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preserve the beneficial aspects of conducting business in the corporate form; and
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•
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promote a neutral environment for the orderly governance of corporate affairs.
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•
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a percentage of the gross revenue received;
|
•
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the number of gaming devices operated; or
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•
|
the number of table games operated.
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•
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knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation;
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•
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fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations;
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•
|
engages in any activity or enters into any association that is unsuitable because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect, discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to the gaming policies of Nevada;
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•
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engages in activities or enters into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees; or
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•
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employs, contracts with or associates with a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of unsuitability.
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•
|
our dependence on Stephen A. Wynn;
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•
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general global political and economic conditions, particularly in China, which may impact levels of travel, leisure and consumer spending;
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•
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construction risks (including disputes with and defaults by contractors and subcontractors; construction, equipment or staffing problems; shortages of materials or skilled labor; environment, health and safety issues; and unanticipated cost increases);
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•
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factors affecting the development and success of new gaming and resort properties (including limited labor resources in Macau and government labor and gaming policies, unexpected cost increases, environmental regulation and our ability to secure federal, state and local permits and approvals necessary for our construction projects);
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•
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changes in the valuation of the promissory note we issued in connection with the redemption of Mr. Okada's shares;
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•
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restrictions or conditions on visitation by citizens of mainland China to Macau;
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•
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potential violations of law by Mr. Kazuo Okada, a former shareholder of ours;
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•
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pending or future legal proceedings, regulatory or enforcement actions or probity investigations;
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•
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any violations by us of the anti-money laundering laws or Foreign Corrupt Practices Act;
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•
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competition in the casino/hotel and resort industries and actions taken by our competitors, including new development and construction activities of competitors;
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•
|
our dependence on a limited number of resorts and locations for all of our cash flow;
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•
|
our relationships with Macau gaming promoters;
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•
|
our ability to maintain our customer relationships and collect and enforce gaming receivables;
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•
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extensive regulation of our business (including the Chinese government's ongoing anti-corruption campaign) and the cost of compliance or failure to comply with applicable laws and regulations;
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•
|
our ability to maintain our gaming licenses and concessions;
|
•
|
changes in gaming laws or regulations;
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•
|
changes in federal, foreign, or state tax laws or the administration of such laws;
|
•
|
cybersecurity risk including misappropriation of customer information or other breaches of information security;
|
•
|
our current and future insurance coverage levels;
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•
|
conditions precedent to funding under our credit facilities;
|
•
|
continued compliance with all provisions in our debt agreements;
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•
|
leverage and debt service (including sensitivity to fluctuations in interest rates);
|
•
|
the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, extreme weather patterns or natural disasters, military conflicts and any future security alerts and/or terrorist attacks;
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•
|
our subsidiaries' ability to pay us dividends and distributions;
|
•
|
our ability to protect our intellectual property rights;
|
•
|
doing business in foreign locations such as Macau;
|
•
|
legalization of gaming in certain jurisdictions; and
|
•
|
changes in exchange rates.
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•
|
shortages of, and price increases in, materials or skilled labor;
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•
|
changes to plans and specifications;
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•
|
delays in obtaining or inability to obtain requisite licenses, permits and authorizations from regulatory authorities;
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•
|
changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, real estate development or construction projects;
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•
|
unforeseen engineering, environmental and/or geological problems;
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•
|
labor disputes or work stoppages;
|
•
|
disputes with and defaults by contractors and subcontractors;
|
•
|
personal injuries to workers and other persons;
|
•
|
environment, health and safety issues, including site accidents;
|
•
|
delays or interference from severe weather or natural disasters;
|
•
|
geological, construction, excavation, regulatory and equipment problems;
|
•
|
unanticipated cost increases; and
|
•
|
unavailability of construction equipment.
|
•
|
local economic and competitive conditions;
|
•
|
changes in local and state governmental laws and regulations, including gaming laws and regulations;
|
•
|
natural and other disasters;
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•
|
a decline in the number of visitors to Las Vegas or Macau;
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•
|
a decrease in gaming and non-casino activities at our resorts; and
|
•
|
the outbreak of infectious diseases.
|
•
|
conducts unauthorized games or activities that are excluded from its corporate purpose;
|
•
|
suspends gaming operations in Macau for more than seven consecutive days (or more than 14 days in a civil year) without justification;
|
•
|
defaults in payment of taxes, premiums, contributions or other required amounts;
|
•
|
does not comply with government inspections or supervision;
|
•
|
systematically fails to observe its obligations under the concession system;
|
•
|
fails to maintain bank guarantees or bonds satisfactory to the government;
|
•
|
is the subject of bankruptcy proceedings or becomes insolvent;
|
•
|
engages in serious fraudulent activity, damaging to the public interest; or
|
•
|
repeatedly violates applicable gaming laws.
|
•
|
knowingly violate any Macau laws relating to their Macau gaming operations;
|
•
|
fail to conduct Wynn Macau's operations in accordance with the standards of honesty and integrity required of Nevada gaming operations;
|
•
|
engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada, or is contrary to Nevada gaming policies;
|
•
|
engage in any activity or enter into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or
|
•
|
employ, contract with or associate with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of unsuitability, or who has been found guilty of cheating at gambling.
|
•
|
failure to meet our payment obligations or other obligations could result in acceleration of our indebtedness, foreclosure upon our assets that serve as collateral or bankruptcy and trigger cross defaults under other agreements;
|
•
|
servicing our indebtedness requires a substantial portion of our cash flow from the operations of Wynn Las Vegas and Wynn Macau and reduces the amount of available cash, if any, to fund working capital and other cash requirements;
|
•
|
The Okada Parties have challenged the redemption of Aruze's shares and we are currently involved in litigation with those parties as well as related shareholder derivative litigation. The outcome of these various proceedings cannot be predicted. Any adverse judgments or settlements involving payment of a material sum of money could cause a material adverse effect on our financial condition and results of operations and could expose us to additional claims by third parties including current or former investors or regulators. Any
|
•
|
we may experience decreased revenues from our operations due to decreased consumer spending levels and high unemployment, and could fail to generate sufficient cash to fund our liquidity needs and/or fail to satisfy the financial and other restrictive covenants to which we are subject under our existing indebtedness. Our business may not generate sufficient cash flow from operations to pay our indebtedness or to fund our other liquidity needs;
|
•
|
we may not be able to obtain additional financing, if needed, to satisfy working capital requirements or pay for other capital expenditures, debt service or other obligations; and
|
•
|
rates with respect to a portion of the interest we pay will fluctuate with market rates and, accordingly, our interest expense will increase if market interest rates increase.
|
•
|
pay dividends or distributions or repurchase equity;
|
•
|
incur additional debt;
|
•
|
make investments;
|
•
|
create liens on assets to secure debt;
|
•
|
enter into transactions with affiliates;
|
•
|
issue stock of, or member's interests in, subsidiaries;
|
•
|
enter into sale-leaseback transactions;
|
•
|
engage in other businesses;
|
•
|
merge or consolidate with another company;
|
•
|
undergo a change of control;
|
•
|
transfer, sell or otherwise dispose of assets;
|
•
|
issue disqualified stock;
|
•
|
create dividend and other payment restrictions affecting subsidiaries; and
|
•
|
designate restricted and unrestricted subsidiaries.
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2015
|
|
|
|
||||
First Quarter
|
$
|
160.41
|
|
|
$
|
121.53
|
|
Second Quarter
|
$
|
136.93
|
|
|
$
|
93.59
|
|
Third Quarter
|
$
|
112.00
|
|
|
$
|
52.26
|
|
Fourth Quarter
|
$
|
77.25
|
|
|
$
|
50.96
|
|
Year Ended December 31, 2014
|
|
|
|
||||
First Quarter
|
$
|
249.31
|
|
|
$
|
189.03
|
|
Second Quarter
|
$
|
231.00
|
|
|
$
|
188.43
|
|
Third Quarter
|
$
|
220.50
|
|
|
$
|
172.53
|
|
Fourth Quarter
|
$
|
192.45
|
|
|
$
|
133.58
|
|
*100 invested on 12/31/10 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
|
Copyright © 2016 S&P, a division of McGraw Hill Financial. All rights reserved.
|
Copyright © 2016 Dow Jones & Co. All rights reserved.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012 (1)
|
|
2011
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
4,075,883
|
|
|
$
|
5,433,661
|
|
|
$
|
5,620,936
|
|
|
$
|
5,154,284
|
|
|
$
|
5,269,792
|
|
Pre-opening costs
|
77,623
|
|
|
30,146
|
|
|
3,169
|
|
|
466
|
|
|
—
|
|
|||||
Operating income
|
658,814
|
|
|
1,266,278
|
|
|
1,290,091
|
|
|
1,029,276
|
|
|
1,008,240
|
|
|||||
Net income
|
281,524
|
|
|
962,644
|
|
|
1,004,157
|
|
|
728,699
|
|
|
825,113
|
|
|||||
Less: net income attributable to noncontrolling interest
|
(86,234
|
)
|
|
(231,090
|
)
|
|
(275,505
|
)
|
|
(226,663
|
)
|
|
(211,742
|
)
|
|||||
Net income attributable to Wynn Resorts, Limited
|
195,290
|
|
|
731,554
|
|
|
728,652
|
|
|
502,036
|
|
|
613,371
|
|
|||||
Basic income per share
|
$
|
1.93
|
|
|
$
|
7.25
|
|
|
$
|
7.25
|
|
|
$
|
4.87
|
|
|
$
|
4.94
|
|
Diluted income per share
|
$
|
1.92
|
|
|
$
|
7.18
|
|
|
$
|
7.17
|
|
|
$
|
4.82
|
|
|
$
|
4.88
|
|
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012 (1)
|
|
2011
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
2,080,089
|
|
|
$
|
2,182,164
|
|
|
$
|
2,435,041
|
|
|
$
|
1,725,219
|
|
|
$
|
1,262,587
|
|
Construction in progress
|
3,217,117
|
|
|
1,666,326
|
|
|
558,624
|
|
|
110,490
|
|
|
28,477
|
|
|||||
Total assets
|
10,522,259
|
|
|
9,062,861
|
|
|
8,377,030
|
|
|
7,276,594
|
|
|
6,899,496
|
|
|||||
Total long-term obligations (2)
|
9,390,243
|
|
|
7,543,452
|
|
|
6,789,145
|
|
|
6,041,285
|
|
|
3,096,149
|
|
|||||
Stockholders’ equity
|
21,845
|
|
|
211,091
|
|
|
132,351
|
|
|
103,932
|
|
|
2,223,454
|
|
|||||
Cash distributions declared per common share
|
$
|
3.00
|
|
|
$
|
6.25
|
|
|
$
|
7.00
|
|
|
$
|
9.50
|
|
|
$
|
6.50
|
|
(1)
|
On February 18, 2012, we redeemed and canceled Aruze's 24,549,222 shares of Wynn Resorts common stock. In connection with the redemption and cancellation, stockholders' equity was reduced by $1.94 billion, the face amount of the Redemption Note. Aruze has challenged the redemption and cancellation of the 24,549,222 shares and legal proceedings are ongoing. Please see Item 8—"Financial Statements and Supplementary Data," Note 17 "Commitments and Contingencies."
|
(2)
|
Includes long-term debt, long-term portion of the contract premium payments under our land concession contract at Wynn Macau, other long-term liabilities and deferred income taxes, net.
|
•
|
Table drop 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.
|
•
|
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.
|
•
|
Turnover is the sum of all losing rolling chip wagers within our Macau Operations' VIP program.
|
•
|
Table games win is the amount of table drop or turnover that is retained and recorded as casino revenue.
|
•
|
Rolling chips are identifiable chips that are used to track turnover for purposes of calculating incentives.
|
•
|
Slot win is the amount of handle (representing the total amount wagered) that is retained by us and is recorded as casino revenue.
|
•
|
Average daily rate ("ADR") is calculated by dividing total room revenues including the retail value of promotional allowances (less service charges, if any) by total rooms occupied including complimentary rooms.
|
•
|
Revenue per available room ("REVPAR") is calculated by dividing total room revenues including the retail value of promotional allowances (less service charges, if any) by total rooms available.
|
•
|
Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by the total rooms available.
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenues
|
$
|
4,075,883
|
|
|
$
|
5,433,661
|
|
|
$
|
5,620,936
|
|
Net income attributable to Wynn Resorts, Limited
|
$
|
195,290
|
|
|
$
|
731,554
|
|
|
$
|
728,652
|
|
Diluted net income per share
|
$
|
1.92
|
|
|
$
|
7.18
|
|
|
$
|
7.17
|
|
Adjusted Property EBITDA
|
$
|
1,185,789
|
|
|
$
|
1,773,278
|
|
|
$
|
1,810,801
|
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Increase/
(Decrease) |
|
Percent
Change |
|||||||
Macau Operations:
|
|
|
|
|
|
|
|
|||||||
Total casino revenues
|
$
|
2,312,925
|
|
|
$
|
3,586,781
|
|
|
$
|
(1,273,856
|
)
|
|
(35.5
|
)
|
Average number of table games
|
458
|
|
|
461
|
|
|
(3
|
)
|
|
(0.7
|
)
|
|||
VIP
|
|
|
|
|
|
|
|
|||||||
Average number of table games
|
230
|
|
|
259
|
|
|
(29
|
)
|
|
(11.2
|
)
|
|||
VIP turnover
|
$
|
57,917,060
|
|
|
$
|
108,077,342
|
|
|
$
|
(50,160,282
|
)
|
|
(46.4
|
)
|
Table games win
|
$
|
1,659,683
|
|
|
$
|
3,051,046
|
|
|
$
|
(1,391,363
|
)
|
|
(45.6
|
)
|
VIP win as a % of turnover
|
2.87
|
%
|
|
2.82
|
%
|
|
0.05
|
|
|
|
||||
Table games win per unit per day
|
$
|
19,785
|
|
|
$
|
32,258
|
|
|
$
|
(12,473
|
)
|
|
(37.2
|
)
|
Mass market
|
|
|
|
|
|
|
|
|||||||
Average number of table games
|
228
|
|
|
202
|
|
|
26
|
|
|
12.9
|
|
|||
Table drop
|
$
|
4,857,804
|
|
|
$
|
5,517,382
|
|
|
$
|
(659,578
|
)
|
|
(12.0
|
)
|
Table games win
|
$
|
951,458
|
|
|
$
|
1,187,997
|
|
|
$
|
(236,539
|
)
|
|
(19.9
|
)
|
Table games win %
|
19.6
|
%
|
|
21.5
|
%
|
|
(1.9
|
)
|
|
|
||||
Table games win per unit per day
|
$
|
11,431
|
|
|
$
|
16,154
|
|
|
$
|
(4,723
|
)
|
|
(29.2
|
)
|
|
|
|
|
|
|
|
|
|||||||
Average number of slot machines
|
708
|
|
|
679
|
|
|
29
|
|
|
4.3
|
|
|||
Slot machine handle
|
$
|
3,961,115
|
|
|
$
|
5,415,127
|
|
|
$
|
(1,454,012
|
)
|
|
(26.9
|
)
|
Slot machine win
|
$
|
191,164
|
|
|
$
|
264,763
|
|
|
$
|
(73,599
|
)
|
|
(27.8
|
)
|
Slot machine win per unit per day
|
$
|
740
|
|
|
$
|
1,068
|
|
|
$
|
(328
|
)
|
|
(30.7
|
)
|
|
|
|
|
|
|
|
|
|||||||
Las Vegas Operations:
|
|
|
|
|
|
|
|
|||||||
Total casino revenues
|
$
|
619,494
|
|
|
$
|
687,440
|
|
|
$
|
(67,946
|
)
|
|
(9.9
|
)
|
Average number of table games
|
232
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|||
Table drop
|
$
|
2,060,189
|
|
|
$
|
2,556,452
|
|
|
$
|
(496,263
|
)
|
|
(19.4
|
)
|
Table games win
|
$
|
490,920
|
|
|
$
|
623,968
|
|
|
$
|
(133,048
|
)
|
|
(21.3
|
)
|
Table games win %
|
23.8
|
%
|
|
24.4
|
%
|
|
(0.6
|
)
|
|
|
||||
Table games win per unit per day
|
$
|
5,786
|
|
|
$
|
7,354
|
|
|
$
|
(1,568
|
)
|
|
(21.3
|
)
|
|
|
|
|
|
|
|
|
|||||||
Average number of slot machines
|
1,866
|
|
|
1,858
|
|
|
8
|
|
|
0.4
|
|
|||
Slot machine handle
|
$
|
2,969,327
|
|
|
$
|
3,008,563
|
|
|
$
|
(39,236
|
)
|
|
(1.3
|
)
|
Slot machine win
|
$
|
206,626
|
|
|
$
|
186,458
|
|
|
$
|
20,168
|
|
|
10.8
|
|
Slot machine win per unit per day
|
$
|
303
|
|
|
$
|
275
|
|
|
$
|
28
|
|
|
10.2
|
|
|
Years Ended December 31,
|
|
|
|||||||
|
2015
|
|
2014
|
|
Percent
Change (a) |
|||||
Macau Operations:
|
|
|
|
|
|
|||||
Total room revenues (in thousands)
|
$
|
125,348
|
|
|
$
|
133,781
|
|
|
(6.3
|
)
|
Occupancy
|
96.5
|
%
|
|
98.4
|
%
|
|
(1.9
|
)
|
||
ADR
|
$
|
323
|
|
|
$
|
333
|
|
|
(3.0
|
)
|
REVPAR
|
$
|
312
|
|
|
$
|
327
|
|
|
(4.6
|
)
|
|
|
|
|
|
|
|||||
Las Vegas Operations:
|
|
|
|
|
|
|||||
Total room revenues (in thousands)
|
$
|
413,152
|
|
|
$
|
408,981
|
|
|
1.0
|
|
Occupancy
|
85.2
|
%
|
|
86.9
|
%
|
|
(1.7
|
)
|
||
ADR
|
$
|
285
|
|
|
$
|
274
|
|
|
4.0
|
|
REVPAR
|
$
|
243
|
|
|
$
|
238
|
|
|
2.1
|
|
|
Years Ended December 31,
|
|
|
|||||||
|
2015
|
|
2014
|
|
Percent
Change
|
|||||
Interest expense
|
|
|
|
|
|
|||||
Interest cost, including amortization of deferred financing costs and original issue discount and premium
|
$
|
354,233
|
|
|
$
|
348,520
|
|
|
1.6
|
|
Capitalized interest
|
(53,327
|
)
|
|
(33,458
|
)
|
|
59.4
|
|
||
|
$
|
300,906
|
|
|
$
|
315,062
|
|
|
(4.5
|
)
|
|
Years Ended December 31,
|
|
|
|||||||
|
2014
|
|
2013
|
|
Percent
Change |
|||||
Net revenues
|
|
|
|
|
|
|||||
Macau Operations
|
$
|
3,796,750
|
|
|
$
|
4,040,526
|
|
|
(6.0
|
)
|
Las Vegas Operations
|
1,636,911
|
|
|
1,580,410
|
|
|
3.6
|
|
||
|
$
|
5,433,661
|
|
|
$
|
5,620,936
|
|
|
(3.3
|
)
|
|
Years Ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Increase/
(Decrease) |
|
Percent
Change |
|||||||
Macau Operations:
|
|
|
|
|
|
|
|
|||||||
Total casino revenues
|
$
|
3,586,781
|
|
|
$
|
3,807,850
|
|
|
$
|
(221,069
|
)
|
|
(5.8
|
)
|
Average number of table games
|
461
|
|
|
491
|
|
|
(30
|
)
|
|
(6.1
|
)
|
|||
VIP
|
|
|
|
|
|
|
|
|||||||
Average number of table games
|
259
|
|
|
283
|
|
|
(24
|
)
|
|
(8.5
|
)
|
|||
VIP turnover
|
$
|
108,077,342
|
|
|
$
|
122,991,763
|
|
|
$
|
(14,914,421
|
)
|
|
(12.1
|
)
|
Table games win
|
$
|
3,051,046
|
|
|
$
|
3,696,224
|
|
|
$
|
(645,178
|
)
|
|
(17.5
|
)
|
VIP win as a % of turnover
|
2.82
|
%
|
|
3.01
|
%
|
|
(0.19
|
)
|
|
|
||||
Table games win per unit per day
|
$
|
32,258
|
|
|
$
|
35,797
|
|
|
$
|
(3,539
|
)
|
|
(9.9
|
)
|
Mass market
|
|
|
|
|
|
|
|
|||||||
Average number of table games
|
202
|
|
|
208
|
|
|
(6
|
)
|
|
(2.9
|
)
|
|||
Table drop
|
$
|
5,517,382
|
|
|
$
|
4,893,998
|
|
|
$
|
623,384
|
|
|
12.7
|
|
Table games win
|
$
|
1,187,997
|
|
|
$
|
992,872
|
|
|
$
|
195,125
|
|
|
19.7
|
|
Table games win %
|
21.5
|
%
|
|
19.9
|
%
|
|
1.6
|
|
|
|
||||
Table games win per unit per day
|
$
|
16,154
|
|
|
$
|
13,098
|
|
|
$
|
3,056
|
|
|
23.3
|
|
|
|
|
|
|
|
|
|
|||||||
Average number of slot machines
|
679
|
|
|
866
|
|
|
(187
|
)
|
|
(21.6
|
)
|
|||
Slot machine handle
|
$
|
5,415,127
|
|
|
$
|
4,846,938
|
|
|
$
|
568,189
|
|
|
11.7
|
|
Slot machine win
|
$
|
264,763
|
|
|
$
|
245,578
|
|
|
$
|
19,185
|
|
|
7.8
|
|
Slot machine win per unit per day
|
$
|
1,068
|
|
|
$
|
777
|
|
|
$
|
291
|
|
|
37.5
|
|
|
|
|
|
|
|
|
|
|||||||
Las Vegas Operations:
|
|
|
|
|
|
|
|
|||||||
Total casino revenues
|
$
|
687,440
|
|
|
$
|
682,787
|
|
|
$
|
4,653
|
|
|
0.7
|
|
Average number of table games
|
232
|
|
|
233
|
|
|
(1
|
)
|
|
(0.4
|
)
|
|||
Table drop
|
$
|
2,556,452
|
|
|
$
|
2,617,634
|
|
|
$
|
(61,182
|
)
|
|
(2.3
|
)
|
Table games win
|
$
|
623,968
|
|
|
$
|
657,927
|
|
|
$
|
(33,959
|
)
|
|
(5.2
|
)
|
Table games win %
|
24.4
|
%
|
|
25.1
|
%
|
|
(0.7
|
)
|
|
|
||||
Table games win per unit per day
|
$
|
7,354
|
|
|
$
|
7,729
|
|
|
$
|
(375
|
)
|
|
(4.9
|
)
|
|
|
|
|
|
|
|
|
|||||||
Average number of slot machines
|
1,858
|
|
|
2,030
|
|
|
(172
|
)
|
|
(8.5
|
)
|
|||
Slot machine handle
|
$
|
3,008,563
|
|
|
$
|
2,874,646
|
|
|
$
|
133,917
|
|
|
4.7
|
|
Slot machine win
|
$
|
186,458
|
|
|
$
|
177,452
|
|
|
$
|
9,006
|
|
|
5.1
|
|
Slot machine win per unit per day
|
$
|
275
|
|
|
$
|
239
|
|
|
$
|
36
|
|
|
15.1
|
|
|
Years Ended December 31,
|
|
|
||||||
|
2014
|
|
2013
|
|
Percent
Change (a) |
||||
Macau Operations:
|
|
|
|
|
|
||||
Total room revenues (in thousands)
|
$
|
133,781
|
|
|
$
|
114,638
|
|
|
16.7
|
Occupancy
|
98.4
|
%
|
|
95.5
|
%
|
|
2.9
|
||
ADR
|
$
|
333
|
|
|
$
|
313
|
|
|
6.4
|
REVPAR
|
$
|
327
|
|
|
$
|
299
|
|
|
9.4
|
|
|
|
|
|
|
||||
Las Vegas Operations:
|
|
|
|
|
|
||||
Total room revenues (in thousands)
|
$
|
408,981
|
|
|
$
|
377,592
|
|
|
8.3
|
Occupancy
|
86.9
|
%
|
|
84.6
|
%
|
|
2.3
|
||
ADR
|
$
|
274
|
|
|
$
|
258
|
|
|
6.2
|
REVPAR
|
$
|
238
|
|
|
$
|
218
|
|
|
9.2
|
(a)
|
Except occupancy, which is presented as a percentage point change.
|
|
Years Ended December 31,
|
|
|
||||||
|
2014
|
|
2013
|
|
Percent
Change
|
||||
Interest expense
|
|
|
|
|
|
||||
Interest cost, including amortization of deferred financing costs and original issue discount and premium
|
$
|
348,520
|
|
|
$
|
309,506
|
|
|
12.6
|
Capitalized interest
|
(33,458
|
)
|
|
(10,485
|
)
|
|
219.1
|
||
|
$
|
315,062
|
|
|
$
|
299,021
|
|
|
5.4
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Macau Operations
|
$
|
708,623
|
|
|
$
|
1,258,082
|
|
|
$
|
1,324,119
|
|
Las Vegas Operations
|
477,166
|
|
|
515,196
|
|
|
486,682
|
|
|||
|
$
|
1,185,789
|
|
|
$
|
1,773,278
|
|
|
$
|
1,810,801
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
Less
Than 1 Year |
|
1 to 3
Years |
|
4 to 5
Years |
|
After
5 Years |
|
Total
|
||||||||||
Long-term debt obligations
|
$
|
—
|
|
|
$
|
123.3
|
|
|
$
|
1,193.0
|
|
|
$
|
7,978.6
|
|
|
$
|
9,294.9
|
|
Fixed interest payments
|
277.2
|
|
|
554.4
|
|
|
554.4
|
|
|
658.7
|
|
|
2,044.7
|
|
|||||
Estimated variable interest payments (1)
|
61.8
|
|
|
119.2
|
|
|
152.7
|
|
|
23.0
|
|
|
356.7
|
|
|||||
Operating leases
|
16.4
|
|
|
32.1
|
|
|
25.6
|
|
|
64.0
|
|
|
138.1
|
|
|||||
Construction contracts and commitments
|
274.2
|
|
|
52.0
|
|
|
—
|
|
|
—
|
|
|
326.2
|
|
|||||
Leasehold interest in land
|
16.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|||||
Employment agreements
|
62.5
|
|
|
61.4
|
|
|
12.1
|
|
|
—
|
|
|
136.0
|
|
|||||
Other (2)
|
126.5
|
|
|
122.9
|
|
|
63.0
|
|
|
57.7
|
|
|
370.1
|
|
|||||
Total commitments
|
$
|
834.6
|
|
|
$
|
1,065.2
|
|
|
$
|
2,000.8
|
|
|
$
|
8,782.1
|
|
|
$
|
12,682.8
|
|
(1)
|
Amounts for all periods represent our estimated future interest payments on our debt facilities based upon amounts outstanding and LIBOR or HIBOR rates at
December 31, 2015
. Such rates continue at historical lows as of
December 31, 2015
. Actual rates will vary.
|
(2)
|
Other includes open purchase orders, future charitable contributions, fixed gaming tax payments in Macau and other contracts. As further discussed in Item 8—"Financial Statements and Supplementary Data," Note 16 "Income Taxes" of this report, we had
$88.3 million
of unrecognized tax benefits as of
December 31, 2015
. Due to the inherent uncertainty of the underlying tax positions, it is not practicable to assign this liability to any particular year and therefore it is not included in the table above as of
December 31, 2015
.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Casino accounts receivable
|
$
|
190,294
|
|
|
$
|
257,930
|
|
Allowance for doubtful casino accounts receivable
|
$
|
66,109
|
|
|
$
|
74,149
|
|
Allowance as a percentage of casino accounts receivable
|
34.7
|
%
|
|
28.7
|
%
|
||
Percentage of casino accounts receivable outstanding over 180 days
|
43.7
|
%
|
|
32.5
|
%
|
Years Ending December 31,
|
||||||||||||||||||||||||||||
Expected Maturity Date
|
||||||||||||||||||||||||||||
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
(dollars in millions)
|
||||||||||||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,486
|
|
|
$
|
6,486
|
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.3
|
%
|
|
4.3
|
%
|
|||||||
Variable rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
281
|
|
|
$
|
912
|
|
|
$
|
1,492
|
|
|
$
|
2,809
|
|
Average interest rate
|
|
—
|
%
|
|
—
|
%
|
|
2.1
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
2.0
|
%
|
|
|
Years Ending December 31,
|
||||||||||||||||||||||||||
|
|
Expected Maturity Date
|
||||||||||||||||||||||||||
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
|
(dollars in millions)
|
||||||||||||||||||||||||||
Average notional amount
|
|
$
|
—
|
|
|
$
|
753
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
753
|
|
Average pay rate
|
|
—
|
%
|
|
0.71
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.71
|
%
|
|||||||
Average receive rate
|
|
—
|
%
|
|
0.77
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.77
|
%
|
|
Page
|
|
63
|
|
|
64
|
|
|
65
|
|
|
66
|
|
|
67
|
|
|
68
|
|
|
69
|
|
|
70
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,080,089
|
|
|
$
|
2,182,164
|
|
Investment securities
|
115,297
|
|
|
240,140
|
|
||
Receivables, net
|
187,887
|
|
|
237,957
|
|
||
Inventories
|
74,493
|
|
|
72,223
|
|
||
Prepaid expenses and other
|
48,012
|
|
|
49,847
|
|
||
Total current assets
|
2,505,778
|
|
|
2,782,331
|
|
||
Property and equipment, net
|
7,477,478
|
|
|
5,855,842
|
|
||
Restricted cash
|
2,060
|
|
|
977
|
|
||
Investment securities
|
136,256
|
|
|
10,173
|
|
||
Intangible assets, net
|
110,972
|
|
|
112,367
|
|
||
Deferred financing costs, net
|
104,367
|
|
|
84,413
|
|
||
Deposits and other assets
|
184,621
|
|
|
212,515
|
|
||
Investment in unconsolidated affiliates
|
727
|
|
|
4,243
|
|
||
Total assets
|
$
|
10,522,259
|
|
|
$
|
9,062,861
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts and construction payables
|
$
|
210,372
|
|
|
$
|
303,284
|
|
Current portion of land concession obligation
|
16,000
|
|
|
30,814
|
|
||
Customer deposits
|
436,409
|
|
|
548,818
|
|
||
Gaming taxes payable
|
98,559
|
|
|
137,269
|
|
||
Accrued compensation and benefits
|
129,697
|
|
|
113,228
|
|
||
Accrued interest
|
98,129
|
|
|
107,318
|
|
||
Other accrued liabilities
|
121,005
|
|
|
67,587
|
|
||
Total current liabilities
|
1,110,171
|
|
|
1,308,318
|
|
||
Long-term debt
|
9,212,765
|
|
|
7,345,262
|
|
||
Land concession obligation
|
—
|
|
|
15,987
|
|
||
Other long-term liabilities
|
141,121
|
|
|
152,131
|
|
||
Deferred income taxes, net
|
36,357
|
|
|
30,072
|
|
||
Total liabilities
|
10,500,414
|
|
|
8,851,770
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, par value $0.01; 40,000,000 shares authorized; zero shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01; 400,000,000 shares authorized; 114,610,441 and 114,426,960 shares issued; 101,571,909 and 101,439,297 shares outstanding, respectively
|
1,146
|
|
|
1,144
|
|
||
Treasury stock, at cost; 13,038,532 and 12,987,663 shares, respectively
|
(1,152,680
|
)
|
|
(1,145,481
|
)
|
||
Additional paid-in capital
|
983,131
|
|
|
948,566
|
|
||
Accumulated other comprehensive income
|
1,092
|
|
|
2,505
|
|
||
Retained earnings
|
55,332
|
|
|
164,487
|
|
||
Total Wynn Resorts, Limited stockholders' deficit
|
(111,979
|
)
|
|
(28,779
|
)
|
||
Noncontrolling interest
|
133,824
|
|
|
239,870
|
|
||
Total equity
|
21,845
|
|
|
211,091
|
|
||
Total liabilities and stockholders' equity
|
$
|
10,522,259
|
|
|
$
|
9,062,861
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Casino
|
$
|
2,932,419
|
|
|
$
|
4,274,221
|
|
|
$
|
4,490,637
|
|
Rooms
|
538,500
|
|
|
542,762
|
|
|
492,230
|
|
|||
Food and beverage
|
597,080
|
|
|
604,701
|
|
|
586,672
|
|
|||
Entertainment, retail and other
|
350,622
|
|
|
401,181
|
|
|
418,705
|
|
|||
Gross revenues
|
4,418,621
|
|
|
5,822,865
|
|
|
5,988,244
|
|
|||
Less: promotional allowances
|
(342,738
|
)
|
|
(389,204
|
)
|
|
(367,308
|
)
|
|||
Net revenues
|
4,075,883
|
|
|
5,433,661
|
|
|
5,620,936
|
|
|||
Operating costs and expenses:
|
|
|
|
|
|
||||||
Casino
|
1,862,687
|
|
|
2,667,013
|
|
|
2,846,489
|
|
|||
Rooms
|
149,009
|
|
|
148,338
|
|
|
133,503
|
|
|||
Food and beverage
|
361,246
|
|
|
337,206
|
|
|
323,573
|
|
|||
Entertainment, retail and other
|
157,432
|
|
|
163,754
|
|
|
175,257
|
|
|||
General and administrative
|
464,793
|
|
|
492,464
|
|
|
448,788
|
|
|||
Provision for doubtful accounts
|
11,115
|
|
|
3,906
|
|
|
11,877
|
|
|||
Pre-opening costs
|
77,623
|
|
|
30,146
|
|
|
3,169
|
|
|||
Depreciation and amortization
|
322,629
|
|
|
314,119
|
|
|
371,051
|
|
|||
Property charges and other
|
10,535
|
|
|
10,437
|
|
|
17,138
|
|
|||
Total operating costs and expenses
|
3,417,069
|
|
|
4,167,383
|
|
|
4,330,845
|
|
|||
Operating income
|
658,814
|
|
|
1,266,278
|
|
|
1,290,091
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
7,229
|
|
|
20,441
|
|
|
15,713
|
|
|||
Interest expense, net of amounts capitalized
|
(300,906
|
)
|
|
(315,062
|
)
|
|
(299,022
|
)
|
|||
Change in swap fair value
|
(5,300
|
)
|
|
(4,393
|
)
|
|
14,235
|
|
|||
Decrease in Redemption Note fair value
|
52,041
|
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
(126,004
|
)
|
|
(9,569
|
)
|
|
(40,435
|
)
|
|||
Equity in income from unconsolidated affiliates
|
1,823
|
|
|
1,349
|
|
|
1,085
|
|
|||
Other
|
1,550
|
|
|
(182
|
)
|
|
4,856
|
|
|||
Other income (expense), net
|
(369,567
|
)
|
|
(307,416
|
)
|
|
(303,568
|
)
|
|||
Income before income taxes
|
289,247
|
|
|
958,862
|
|
|
986,523
|
|
|||
Benefit (provision) for income taxes
|
(7,723
|
)
|
|
3,782
|
|
|
17,634
|
|
|||
Net income
|
281,524
|
|
|
962,644
|
|
|
1,004,157
|
|
|||
Less: net income attributable to noncontrolling interest
|
(86,234
|
)
|
|
(231,090
|
)
|
|
(275,505
|
)
|
|||
Net income attributable to Wynn Resorts, Limited
|
$
|
195,290
|
|
|
$
|
731,554
|
|
|
$
|
728,652
|
|
Basic and diluted income per common share:
|
|
|
|
|
|
||||||
Net income attributable to Wynn Resorts, Limited:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.93
|
|
|
$
|
7.25
|
|
|
$
|
7.25
|
|
Diluted
|
$
|
1.92
|
|
|
$
|
7.18
|
|
|
$
|
7.17
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
101,163
|
|
|
100,927
|
|
|
100,540
|
|
|||
Diluted
|
101,671
|
|
|
101,931
|
|
|
101,641
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
281,524
|
|
|
$
|
962,644
|
|
|
$
|
1,004,157
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax
|
(448
|
)
|
|
(282
|
)
|
|
(2,106
|
)
|
|||
Unrealized gain (loss) on available-for-sale securities, net of tax
|
(1,086
|
)
|
|
(195
|
)
|
|
319
|
|
|||
Total comprehensive income
|
279,990
|
|
|
962,167
|
|
|
1,002,370
|
|
|||
Less: comprehensive income attributable to noncontrolling interest
|
(86,113
|
)
|
|
(231,021
|
)
|
|
(274,982
|
)
|
|||
Comprehensive income attributable to Wynn Resorts, Limited
|
$
|
193,877
|
|
|
$
|
731,146
|
|
|
$
|
727,388
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Shares
outstanding
|
|
Par
value
|
|
Treasury
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
other
comprehensive
income
|
|
Retained
earnings
|
|
Total
Wynn Resorts, Ltd
stockholders'
deficit
|
|
Noncontrolling
interest
|
|
Total stockholders'
equity
|
|||||||||||||||||
Balances, January 1, 2013
|
100,866,712
|
|
|
$
|
1,137
|
|
|
$
|
(1,127,947
|
)
|
|
$
|
818,821
|
|
|
$
|
4,177
|
|
|
$
|
44,775
|
|
|
$
|
(259,037
|
)
|
|
$
|
362,969
|
|
|
$
|
103,932
|
|
Stock redemption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
728,652
|
|
|
728,652
|
|
|
275,505
|
|
|
1,004,157
|
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,522
|
)
|
|
—
|
|
|
(1,522
|
)
|
|
(584
|
)
|
|
(2,106
|
)
|
||||||||
Net unrealized gain on investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
|
61
|
|
|
319
|
|
||||||||
Exercise of stock options
|
383,151
|
|
|
5
|
|
|
—
|
|
|
20,431
|
|
|
—
|
|
|
—
|
|
|
20,436
|
|
|
—
|
|
|
20,436
|
|
||||||||
Cancellation of restricted stock
|
(78,500
|
)
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares repurchased by the company and held as treasury shares
|
(114,355
|
)
|
|
—
|
|
|
(15,472
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,472
|
)
|
|
—
|
|
|
(15,472
|
)
|
||||||||
Issuance of restricted stock
|
135,400
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
480
|
|
|
—
|
|
|
(707,297
|
)
|
|
(706,817
|
)
|
|
(322,305
|
)
|
|
(1,029,122
|
)
|
||||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
10,474
|
|
|
—
|
|
|
—
|
|
|
10,474
|
|
|
—
|
|
|
10,474
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
38,521
|
|
|
—
|
|
|
—
|
|
|
38,521
|
|
|
1,212
|
|
|
39,733
|
|
||||||||
Balances, December 31, 2013
|
101,192,408
|
|
|
1,142
|
|
|
(1,143,419
|
)
|
|
888,727
|
|
|
2,913
|
|
|
66,130
|
|
|
(184,507
|
)
|
|
316,858
|
|
|
132,351
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
731,554
|
|
|
731,554
|
|
|
231,090
|
|
|
962,644
|
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
|
—
|
|
|
(203
|
)
|
|
(79
|
)
|
|
(282
|
)
|
||||||||
Net unrealized gain (loss) on investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(205
|
)
|
|
—
|
|
|
(205
|
)
|
|
10
|
|
|
(195
|
)
|
||||||||
Exercise of stock options
|
211,133
|
|
|
2
|
|
|
—
|
|
|
11,643
|
|
|
—
|
|
|
—
|
|
|
11,645
|
|
|
214
|
|
|
11,859
|
|
||||||||
Cancellation of restricted stock
|
(9,166
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares repurchased by the company and held as treasury shares
|
(9,578
|
)
|
|
—
|
|
|
(2,062
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,062
|
)
|
|
—
|
|
|
(2,062
|
)
|
||||||||
Issuance of restricted stock
|
54,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares of subsidiary repurchased for share award plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,081
|
)
|
|
(2,081
|
)
|
||||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
(633,197
|
)
|
|
(633,138
|
)
|
|
(312,287
|
)
|
|
(945,425
|
)
|
||||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
9,376
|
|
|
—
|
|
|
—
|
|
|
9,376
|
|
|
—
|
|
|
9,376
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
38,761
|
|
|
—
|
|
|
—
|
|
|
38,761
|
|
|
6,145
|
|
|
44,906
|
|
||||||||
Balances, December 31, 2014
|
101,439,297
|
|
|
1,144
|
|
|
(1,145,481
|
)
|
|
948,566
|
|
|
2,505
|
|
|
164,487
|
|
|
(28,779
|
)
|
|
239,870
|
|
|
211,091
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195,290
|
|
|
195,290
|
|
|
86,234
|
|
|
281,524
|
|
||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(327
|
)
|
|
—
|
|
|
(327
|
)
|
|
(121
|
)
|
|
(448
|
)
|
||||||||
Net unrealized loss on investment securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,086
|
)
|
|
—
|
|
|
(1,086
|
)
|
|
—
|
|
|
(1,086
|
)
|
||||||||
Exercise of stock options
|
50,716
|
|
|
1
|
|
|
—
|
|
|
3,025
|
|
|
—
|
|
|
—
|
|
|
3,026
|
|
|
—
|
|
|
3,026
|
|
||||||||
Shares repurchased by the Company and held as treasury shares
|
(50,869
|
)
|
|
—
|
|
|
(7,199
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,199
|
)
|
|
—
|
|
|
(7,199
|
)
|
||||||||
Issuance of restricted stock
|
132,765
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares of subsidiary repurchased for share award plan
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,169
|
)
|
|
—
|
|
|
—
|
|
|
(3,169
|
)
|
|
(1,222
|
)
|
|
(4,391
|
)
|
||||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(304,445
|
)
|
|
(304,445
|
)
|
|
(195,439
|
)
|
|
(499,884
|
)
|
||||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
387
|
|
|
—
|
|
|
—
|
|
|
387
|
|
|
—
|
|
|
387
|
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
34,323
|
|
|
—
|
|
|
—
|
|
|
34,323
|
|
|
4,502
|
|
|
38,825
|
|
||||||||
Balances, December 31, 2015
|
101,571,909
|
|
|
$
|
1,146
|
|
|
$
|
(1,152,680
|
)
|
|
$
|
983,131
|
|
|
$
|
1,092
|
|
|
$
|
55,332
|
|
|
$
|
(111,979
|
)
|
|
$
|
133,824
|
|
|
$
|
21,845
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
281,524
|
|
|
$
|
962,644
|
|
|
$
|
1,004,157
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
322,629
|
|
|
314,119
|
|
|
371,051
|
|
|||
Deferred income taxes
|
6,498
|
|
|
(8,086
|
)
|
|
(19,826
|
)
|
|||
Stock-based compensation expense
|
38,475
|
|
|
39,196
|
|
|
39,537
|
|
|||
Excess tax benefits from stock-based compensation
|
(792
|
)
|
|
(9,339
|
)
|
|
(12,332
|
)
|
|||
Amortization and write-offs of deferred financing costs and other
|
19,785
|
|
|
36,649
|
|
|
21,453
|
|
|||
Loss on extinguishment of debt
|
126,004
|
|
|
9,569
|
|
|
40,435
|
|
|||
Provision for doubtful accounts
|
11,115
|
|
|
3,906
|
|
|
11,877
|
|
|||
Property charges and other
|
9,664
|
|
|
10,466
|
|
|
6,950
|
|
|||
Equity in income of unconsolidated affiliates, net of distributions
|
1,615
|
|
|
(95
|
)
|
|
122
|
|
|||
Change in swap fair value
|
5,300
|
|
|
4,393
|
|
|
(14,235
|
)
|
|||
Decrease in Redemption Note fair value
|
(52,041
|
)
|
|
—
|
|
|
—
|
|
|||
Increase (decrease) in cash from changes in:
|
|
|
|
|
|
||||||
Receivables, net
|
47,011
|
|
|
38
|
|
|
(14,875
|
)
|
|||
Inventories and prepaid expenses and other
|
(23,613
|
)
|
|
(6,917
|
)
|
|
(17,749
|
)
|
|||
Customer deposits
|
(112,748
|
)
|
|
(155,399
|
)
|
|
159,850
|
|
|||
Accounts payable and accrued expenses
|
(107,613
|
)
|
|
(102,827
|
)
|
|
100,227
|
|
|||
Net cash provided by operating activities
|
572,813
|
|
|
1,098,317
|
|
|
1,676,642
|
|
|||
Cash flows used in investing activities:
|
|
|
|
|
|
||||||
Capital expenditures, net of construction payables and retention
|
(1,921,240
|
)
|
|
(1,221,357
|
)
|
|
(514,802
|
)
|
|||
Purchase of investment securities
|
(253,284
|
)
|
|
(200,258
|
)
|
|
(222,856
|
)
|
|||
Proceeds from sale or maturity of investment securities
|
247,723
|
|
|
200,090
|
|
|
146,112
|
|
|||
Restricted cash
|
—
|
|
|
198,943
|
|
|
(100,709
|
)
|
|||
Return of investment in unconsolidated affiliates
|
1,901
|
|
|
—
|
|
|
—
|
|
|||
Purchase of intangibles and other assets
|
(3,912
|
)
|
|
(124,583
|
)
|
|
(5,945
|
)
|
|||
Proceeds from sale of assets
|
37,254
|
|
|
32,813
|
|
|
20,620
|
|
|||
Net cash used in investing activities
|
(1,891,558
|
)
|
|
(1,114,352
|
)
|
|
(677,580
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
3,026
|
|
|
11,859
|
|
|
20,436
|
|
|||
Excess tax benefits from stock-based compensation
|
792
|
|
|
9,339
|
|
|
12,332
|
|
|||
Dividends paid
|
(499,107
|
)
|
|
(942,928
|
)
|
|
(1,034,986
|
)
|
|||
Proceeds from issuance of long-term debt
|
5,290,747
|
|
|
958,008
|
|
|
1,297,870
|
|
|||
Repayments of long-term debt
|
(3,342,106
|
)
|
|
(199,739
|
)
|
|
(501,400
|
)
|
|||
Restricted cash
|
(1,083
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(7,199
|
)
|
|
(2,062
|
)
|
|
(15,472
|
)
|
|||
Shares of subsidiary repurchased for share award plan
|
(4,391
|
)
|
|
(2,081
|
)
|
|
—
|
|
|||
Payments on long-term land concession obligation
|
(30,833
|
)
|
|
(29,338
|
)
|
|
(27,917
|
)
|
|||
Payment of financing costs
|
(193,588
|
)
|
|
(38,683
|
)
|
|
(42,006
|
)
|
|||
Net cash provided by (used in) financing activities
|
1,216,258
|
|
|
(235,625
|
)
|
|
(291,143
|
)
|
|||
Effect of exchange rate on cash
|
412
|
|
|
(1,217
|
)
|
|
1,903
|
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
(102,075
|
)
|
|
(252,877
|
)
|
|
709,822
|
|
|||
Balance, beginning of year
|
2,182,164
|
|
|
2,435,041
|
|
|
1,725,219
|
|
|||
Balance, end of year
|
$
|
2,080,089
|
|
|
$
|
2,182,164
|
|
|
$
|
2,435,041
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures
|
|
|
|
|
|
||||||
Cash transactions:
|
|
|
|
|
|
||||||
Cash paid for interest, net of amounts capitalized
|
$
|
291,313
|
|
|
$
|
295,041
|
|
|
$
|
284,849
|
|
Cash paid for income taxes
|
$
|
2,873
|
|
|
$
|
3,041
|
|
|
$
|
2,518
|
|
Non-cash transactions:
|
|
|
|
|
|
||||||
Stock-based compensation capitalized into construction
|
$
|
350
|
|
|
$
|
5,710
|
|
|
$
|
195
|
|
Change in property and equipment included in accounts and construction payables
|
$
|
13,031
|
|
|
$
|
132,079
|
|
|
$
|
67,650
|
|
Change in dividends payable on unvested restricted stock included in other accrued liabilities
|
$
|
777
|
|
|
$
|
2,497
|
|
|
$
|
(5,864
|
)
|
Buildings and improvements
|
10 to 45 years
|
Land improvements
|
10 to 45 years
|
Leasehold interest in land
|
25 years
|
Airplanes
|
20 years
|
Furniture, fixtures and equipment
|
3 to 20 years
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Rooms
|
$
|
51,775
|
|
|
$
|
54,981
|
|
|
$
|
52,585
|
|
Food and beverage
|
106,840
|
|
|
120,070
|
|
|
112,897
|
|
|||
Entertainment, retail and other
|
14,414
|
|
|
14,977
|
|
|
14,659
|
|
|||
|
$
|
173,029
|
|
|
$
|
190,028
|
|
|
$
|
180,141
|
|
|
|
|
Fair Value Measurements Using:
|
|||||||||||
|
December 31, 2015
|
|
Quoted
Market Prices in Active Markets (Level 1) |
|
Other
Observable Inputs (Level 2) |
|
Unobservable
Inputs (Level 3) |
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Cash equivalents
|
$
|
846,281
|
|
|
$
|
186
|
|
|
$
|
846,095
|
|
|
—
|
|
Interest rate swaps
|
$
|
726
|
|
|
—
|
|
|
$
|
726
|
|
|
—
|
|
|
Restricted cash
|
$
|
2,060
|
|
|
$
|
2,060
|
|
|
—
|
|
|
—
|
|
|
Available-for-sale securities
|
$
|
251,553
|
|
|
—
|
|
|
$
|
251,553
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Interest rate swaps
|
$
|
108
|
|
|
—
|
|
|
$
|
108
|
|
|
—
|
|
|
Redemption Note
|
$
|
1,884,402
|
|
|
—
|
|
|
$
|
1,884,402
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
Fair Value Measurements Using:
|
|||||||||||
|
December 31, 2014
|
|
Quoted
Market Prices in Active Markets (Level 1) |
|
Other
Observable Inputs (Level 2) |
|
Unobservable
Inputs (Level 3) |
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Cash equivalents
|
$
|
1,156,285
|
|
|
$
|
828
|
|
|
$
|
1,155,457
|
|
|
—
|
|
Interest rate swaps
|
$
|
5,915
|
|
|
—
|
|
|
$
|
5,915
|
|
|
—
|
|
|
Restricted cash
|
$
|
977
|
|
|
$
|
977
|
|
|
—
|
|
|
—
|
|
|
Available-for-sale securities
|
$
|
250,313
|
|
|
—
|
|
|
$
|
250,313
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Redemption Note
|
$
|
1,936,443
|
|
|
—
|
|
|
$
|
1,936,443
|
|
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income attributable to Wynn Resorts, Limited
|
$
|
195,290
|
|
|
$
|
731,554
|
|
|
$
|
728,652
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
101,163
|
|
|
100,927
|
|
|
100,540
|
|
|||
Potential dilutive effect of stock options and restricted stock
|
508
|
|
|
1,004
|
|
|
1,101
|
|
|||
Weighted average common and common equivalent shares outstanding
|
101,671
|
|
|
101,931
|
|
|
101,641
|
|
|||
|
|
|
|
|
|
||||||
Net income attributable to Wynn Resorts, Limited per common share, basic
|
$
|
1.93
|
|
|
$
|
7.25
|
|
|
$
|
7.25
|
|
Net income attributable to Wynn Resorts, Limited per common share, diluted
|
$
|
1.92
|
|
|
$
|
7.18
|
|
|
$
|
7.17
|
|
|
|
|
|
|
|
||||||
Anti-dilutive stock options and restricted stock excluded from the calculation of diluted earnings per share
|
677
|
|
|
26
|
|
|
92
|
|
|
Foreign
currency translation |
|
Unrealized
loss on investment securities |
|
Accumulated
other comprehensive income |
||||||
December 31, 2014
|
$
|
2,670
|
|
|
$
|
(165
|
)
|
|
$
|
2,505
|
|
Current period other comprehensive loss
|
(327
|
)
|
|
(1,086
|
)
|
|
(1,413
|
)
|
|||
December 31, 2015
|
$
|
2,343
|
|
|
$
|
(1,251
|
)
|
|
$
|
1,092
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Fair value
(net carrying amount) |
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Fair value
(net carrying amount) |
||||||||||||||||
Domestic and foreign corporate bonds
|
$
|
243,857
|
|
|
$
|
—
|
|
|
$
|
(1,243
|
)
|
|
$
|
242,614
|
|
|
$
|
204,045
|
|
|
$
|
28
|
|
|
$
|
(174
|
)
|
|
$
|
203,899
|
|
Commercial paper
|
8,947
|
|
|
—
|
|
|
(8
|
)
|
|
8,939
|
|
|
46,434
|
|
|
1
|
|
|
(21
|
)
|
|
46,414
|
|
||||||||
|
$
|
252,804
|
|
|
$
|
—
|
|
|
$
|
(1,251
|
)
|
|
$
|
251,553
|
|
|
$
|
250,479
|
|
|
$
|
29
|
|
|
$
|
(195
|
)
|
|
$
|
250,313
|
|
|
Fair value
|
||
Available-for-sale securities
|
|
||
Due in one year or less
|
$
|
115,297
|
|
Due after one year through three years
|
136,256
|
|
|
|
$
|
251,553
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Casino
|
$
|
190,294
|
|
|
$
|
257,930
|
|
Hotel
|
20,661
|
|
|
15,474
|
|
||
Retail leases and other
|
43,989
|
|
|
39,231
|
|
||
|
254,944
|
|
|
312,635
|
|
||
Less: allowance for doubtful accounts
|
(67,057
|
)
|
|
(74,678
|
)
|
||
|
$
|
187,887
|
|
|
$
|
237,957
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land and improvements
|
$
|
804,512
|
|
|
$
|
734,625
|
|
Buildings and improvements
|
3,975,419
|
|
|
3,883,626
|
|
||
Airplanes
|
194,412
|
|
|
126,491
|
|
||
Furniture, fixtures and equipment
|
1,809,938
|
|
|
1,749,288
|
|
||
Leasehold interest in land
|
316,681
|
|
|
316,431
|
|
||
Construction in progress
|
3,217,117
|
|
|
1,666,326
|
|
||
|
10,318,079
|
|
|
8,476,787
|
|
||
Less: accumulated depreciation
|
(2,840,601
|
)
|
|
(2,620,945
|
)
|
||
|
$
|
7,477,478
|
|
|
$
|
5,855,842
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Indefinite-lived intangible assets:
|
|
|
|
||||
Water rights
|
$
|
6,400
|
|
|
$
|
6,400
|
|
Trademarks
|
1,387
|
|
|
1,399
|
|
||
Total indefinite-lived intangible assets
|
7,787
|
|
|
7,799
|
|
||
|
|
|
|
||||
Finite-lived intangible assets:
|
|
|
|
||||
Macau Gaming Concession
|
42,300
|
|
|
42,300
|
|
||
Less: accumulated amortization
|
(26,815
|
)
|
|
(24,432
|
)
|
||
|
15,485
|
|
|
17,868
|
|
||
|
|
|
|
||||
Massachusetts Gaming License
|
87,700
|
|
|
86,700
|
|
||
Less: accumulated amortization
|
—
|
|
|
—
|
|
||
|
87,700
|
|
|
86,700
|
|
||
|
|
|
|
||||
Total finite-lived intangible assets
|
103,185
|
|
|
104,568
|
|
||
Total intangible assets, net
|
$
|
110,972
|
|
|
$
|
112,367
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Macau Related:
|
|
|
|
||||
Wynn Macau Credit Facilities:
|
|
|
|
||||
Senior Term Loan Facility (as amended September 2015), due September 2021; interest at LIBOR or HIBOR plus 1.50%—2.25% (2.08% at December 31, 2015), net of original issue discount of $34,612 at December 31, 2015
|
$
|
2,272,700
|
|
|
$
|
—
|
|
Senior Revolving Credit Facility (as amended September 2015), due September 2020; interest at LIBOR or HIBOR plus 1.50%—2.25% (2.00% at December 31, 2015)
|
431,172
|
|
|
—
|
|
||
Senior Term Loan Facility, due July 31, 2017 and July 31, 2018; interest at LIBOR or HIBOR plus 1.75%—2.50%, net of original issue discount of $3,830 at December 31, 2014
|
—
|
|
|
948,823
|
|
||
Senior Revolving Credit Facility, due July 31, 2017, interest at LIBOR or HIBOR plus 1.75%—2.50%
|
—
|
|
|
132,524
|
|
||
5 1/4% Senior Notes, due October 15, 2021, including original issue premium of $4,491 and $5,141 at December 31, 2015 and 2014, respectively
|
1,354,491
|
|
|
1,355,141
|
|
||
U.S. and Corporate Related:
|
|
|
|
||||
Wynn America Credit Facilities:
|
|
|
|
||||
Senior Term Loan Facility, due November 2020; interest at base rate plus 0.75% or LIBOR plus 1.75% (1.99% at December 31, 2015)
|
70,000
|
|
|
—
|
|
||
5 3/8% First Mortgage Notes, due March 15, 2022
|
900,000
|
|
|
900,000
|
|
||
4 1/4% Senior Notes, due May 30, 2023
|
500,000
|
|
|
500,000
|
|
||
5 1/2% Senior Notes, due March 1, 2025
|
1,800,000
|
|
|
—
|
|
||
Redemption Price Promissory Note with former stockholder and related party, due February 18, 2022; interest at 2%, net of fair value adjustment of $52,041 at December 31, 2015
|
1,884,402
|
|
|
1,936,443
|
|
||
7 7/8% First Mortgage Notes, due May 1, 2020, net of original issue discount of $1,279 at December 31, 2014
|
—
|
|
|
345,731
|
|
||
7 3/4% First Mortgage Notes, due August 15, 2020
|
—
|
|
|
1,226,600
|
|
||
|
9,212,765
|
|
|
7,345,262
|
|
||
Current portion of long-term debt
|
—
|
|
|
—
|
|
||
|
$
|
9,212,765
|
|
|
$
|
7,345,262
|
|
Years Ending December 31,
|
|
||
2018
|
$
|
123,308
|
|
2019
|
281,253
|
|
|
2020
|
911,784
|
|
|
Thereafter
|
7,978,582
|
|
|
|
9,294,927
|
|
|
Fair value adjustment
|
(52,041
|
)
|
|
Debt premiums and discounts, net
|
(30,121
|
)
|
|
|
$
|
9,212,765
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss on disposal of assets
|
$
|
7,408
|
|
|
$
|
6,975
|
|
|
$
|
7,358
|
|
Donation to University of Macau Foundation
|
3,127
|
|
|
3,462
|
|
|
3,780
|
|
|||
Loss on contract termination
|
—
|
|
|
—
|
|
|
6,000
|
|
|||
|
$
|
10,535
|
|
|
$
|
10,437
|
|
|
$
|
17,138
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at January 1, 2015
|
1,380,976
|
|
|
$
|
79.93
|
|
|
|
|
|
||
Granted
|
40,000
|
|
|
$
|
107.63
|
|
|
|
|
|
||
Exercised
|
(50,716
|
)
|
|
$
|
59.66
|
|
|
|
|
|
||
Forfeited or expired
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
1,370,260
|
|
|
$
|
81.49
|
|
|
3.54
|
|
$
|
14,032,500
|
|
Fully vested and expected to vest at December 31, 2015
|
1,359,432
|
|
|
$
|
81.41
|
|
|
3.54
|
|
$
|
13,941,989
|
|
Exercisable at December 31, 2015
|
456,826
|
|
|
$
|
66.95
|
|
|
4.28
|
|
$
|
6,528,200
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average grant date fair value
|
$
|
31.83
|
|
|
$
|
58.03
|
|
|
$
|
39.93
|
|
Intrinsic value of stock options exercised
|
$
|
1,684
|
|
|
$
|
30,485
|
|
|
$
|
33,830
|
|
Cash received from the exercise of stock options
|
$
|
3,026
|
|
|
$
|
11,086
|
|
|
$
|
20,436
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at January 1, 2015
|
390,000
|
|
|
$
|
118.00
|
|
Granted
|
132,765
|
|
|
145.92
|
|
|
Vested
|
(168,559
|
)
|
|
138.71
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested at December 31, 2015
|
354,206
|
|
|
$
|
118.61
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average grant date fair value
|
$
|
145.92
|
|
|
$
|
209.92
|
|
|
$
|
125.56
|
|
Fair value of shares vested
|
$
|
22,877
|
|
|
$
|
9,430
|
|
|
$
|
36,328
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at January 1, 2015
|
3,090,000
|
|
|
$
|
2.88
|
|
|
|
|
|
||
Granted
|
1,268,000
|
|
|
$
|
1.99
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
4,358,000
|
|
|
$
|
2.63
|
|
|
7.3
|
|
$
|
—
|
|
Fully vested and expected to vest at December 31, 2015
|
4,358,000
|
|
|
$
|
2.63
|
|
|
7.3
|
|
$
|
—
|
|
Exercisable at December 31, 2015
|
1,710,800
|
|
|
$
|
2.51
|
|
|
5.8
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average grant date fair value
|
$
|
0.47
|
|
|
$
|
0.94
|
|
|
$
|
0.78
|
|
Intrinsic value of stock options exercised
|
$
|
—
|
|
|
$
|
1,134
|
|
|
$
|
—
|
|
Cash received from the exercise of stock options
|
$
|
—
|
|
|
$
|
773
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Casino
|
$
|
9,858
|
|
|
$
|
8,360
|
|
|
$
|
4,791
|
|
Rooms
|
318
|
|
|
216
|
|
|
853
|
|
|||
Food and beverage
|
1,050
|
|
|
753
|
|
|
1,202
|
|
|||
Entertainment, retail and other
|
82
|
|
|
55
|
|
|
477
|
|
|||
General and administrative
|
26,978
|
|
|
29,770
|
|
|
32,214
|
|
|||
Pre-opening costs
|
189
|
|
|
42
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
38,475
|
|
|
39,196
|
|
|
39,537
|
|
|||
Total stock-based compensation capitalized
|
350
|
|
|
5,710
|
|
|
195
|
|
|||
Total stock-based compensation costs
|
$
|
38,825
|
|
|
$
|
44,906
|
|
|
$
|
39,732
|
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Expected dividend yield
|
3.6
|
%
|
|
4.0
|
%
|
|
3.0
|
%
|
Expected volatility
|
44.1
|
%
|
|
43.3
|
%
|
|
39.4
|
%
|
Risk-free interest rate
|
1.3
|
%
|
|
1.6
|
%
|
|
1.1
|
%
|
Expected term (years)
|
6.0
|
|
|
6.5
|
|
|
6.7
|
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Expected dividend yield
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
Expected stock price volatility
|
41.3
|
%
|
|
40.9
|
%
|
|
43.3
|
%
|
Risk-free interest rate
|
1.3
|
%
|
|
1.1
|
%
|
|
0.6
|
%
|
Expected term (years)
|
6.5
|
|
|
6.5
|
|
|
6.5
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
(21,880
|
)
|
|
$
|
122,974
|
|
|
$
|
(9,935
|
)
|
Foreign
|
311,127
|
|
|
835,888
|
|
|
996,458
|
|
|||
Total
|
$
|
289,247
|
|
|
$
|
958,862
|
|
|
$
|
986,523
|
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign tax rate differential
|
(21.0
|
)%
|
|
(19.1
|
)%
|
|
(23.1
|
)%
|
Non-taxable foreign income
|
(23.1
|
)%
|
|
(13.1
|
)%
|
|
(13.4
|
)%
|
Foreign tax credits, net of valuation allowance
|
(93.2
|
)%
|
|
(95.2
|
)%
|
|
(89.3
|
)%
|
Repatriation of foreign earnings
|
97.9
|
%
|
|
88.0
|
%
|
|
87.2
|
%
|
Other, net
|
2.7
|
%
|
|
2.9
|
%
|
|
1.9
|
%
|
Valuation allowance, other
|
4.4
|
%
|
|
1.1
|
%
|
|
(0.1
|
)%
|
Effective tax rate
|
2.7
|
%
|
|
(0.4
|
)%
|
|
(1.8
|
)%
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets—U.S.:
|
|
|
|
||||
Foreign tax credit carryforwards
|
$
|
3,315,737
|
|
|
$
|
3,283,669
|
|
Receivables, inventories, accrued liabilities and other (1)
|
39,743
|
|
|
48,093
|
|
||
Intangibles and related other
|
25,129
|
|
|
27,201
|
|
||
Stock based compensation
|
17,986
|
|
|
16,972
|
|
||
Other tax credit carryforwards
|
9,087
|
|
|
3,777
|
|
||
Pre-opening costs
|
8,696
|
|
|
10,876
|
|
||
Other
|
6,344
|
|
|
6,763
|
|
||
|
3,422,722
|
|
|
3,397,351
|
|
||
Less: valuation allowance (2)
|
(3,271,173
|
)
|
|
(3,248,963
|
)
|
||
|
151,549
|
|
|
148,388
|
|
||
Deferred tax liabilities—U.S.:
|
|
|
|
||||
Property and equipment
|
(159,171
|
)
|
|
(170,405
|
)
|
||
Redemption Note fair value
|
(19,025
|
)
|
|
—
|
|
||
Prepaid insurance, maintenance and taxes (1)
|
(7,984
|
)
|
|
(6,948
|
)
|
||
Other
|
(1,726
|
)
|
|
—
|
|
||
|
(187,906
|
)
|
|
(177,353
|
)
|
||
Deferred tax assets—Foreign:
|
|
|
|
||||
Net operating loss carryforwards
|
22,454
|
|
|
16,797
|
|
||
Property and equipment
|
27,672
|
|
|
22,740
|
|
||
Pre-opening costs
|
13,770
|
|
|
7,396
|
|
||
Other (1)
|
3,056
|
|
|
2,103
|
|
||
|
66,952
|
|
|
49,036
|
|
||
Less: valuation allowance (3)
|
(59,705
|
)
|
|
(47,826
|
)
|
||
|
7,247
|
|
|
1,210
|
|
||
Deferred tax liabilities—Foreign:
|
|
|
|
||||
Property and equipment
|
(7,247
|
)
|
|
(2,317
|
)
|
||
|
|
|
|
||||
Net deferred tax liability
|
$
|
(36,357
|
)
|
|
$
|
(30,072
|
)
|
|
As of December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance—beginning of year
|
$
|
88,884
|
|
|
$
|
89,544
|
|
|
$
|
84,289
|
|
Increases based on tax positions of the current year
|
3,051
|
|
|
3,297
|
|
|
8,360
|
|
|||
Increases based on tax positions of prior years
|
—
|
|
|
322
|
|
|
—
|
|
|||
Decreases for tax positions of prior years
|
—
|
|
|
(867
|
)
|
|
—
|
|
|||
Settlements with taxing authorities
|
(354
|
)
|
|
(997
|
)
|
|
—
|
|
|||
Lapses in statutes of limitations
|
(3,267
|
)
|
|
(2,415
|
)
|
|
(3,105
|
)
|
|||
Balance—end of year
|
$
|
88,314
|
|
|
$
|
88,884
|
|
|
$
|
89,544
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenues
|
|
|
|
|
|
||||||
Macau Operations
|
$
|
2,463,092
|
|
|
$
|
3,796,750
|
|
|
$
|
4,040,526
|
|
Las Vegas Operations
|
1,612,791
|
|
|
1,636,911
|
|
|
1,580,410
|
|
|||
Total
|
$
|
4,075,883
|
|
|
$
|
5,433,661
|
|
|
$
|
5,620,936
|
|
Adjusted Property EBITDA
(1)
|
|
|
|
|
|
||||||
Macau Operations
|
$
|
708,623
|
|
|
$
|
1,258,082
|
|
|
$
|
1,324,119
|
|
Las Vegas Operations
|
477,166
|
|
|
515,196
|
|
|
486,682
|
|
|||
Total
|
1,185,789
|
|
|
1,773,278
|
|
|
1,810,801
|
|
|||
Other operating costs and expenses
|
|
|
|
|
|
||||||
Pre-opening costs
|
77,623
|
|
|
30,146
|
|
|
3,169
|
|
|||
Depreciation and amortization
|
322,629
|
|
|
314,119
|
|
|
371,051
|
|
|||
Property charges and other
|
10,535
|
|
|
10,437
|
|
|
17,138
|
|
|||
Corporate expenses and other
|
76,079
|
|
|
111,795
|
|
|
88,729
|
|
|||
Stock-based compensation
|
38,286
|
|
|
39,154
|
|
|
39,538
|
|
|||
Equity in income from unconsolidated affiliates
|
1,823
|
|
|
1,349
|
|
|
1,085
|
|
|||
Total other operating costs and expenses
|
526,975
|
|
|
507,000
|
|
|
520,710
|
|
|||
Operating income
|
658,814
|
|
|
1,266,278
|
|
|
1,290,091
|
|
|||
Non-operating costs and expenses
|
|
|
|
|
|
||||||
Interest income
|
7,229
|
|
|
20,441
|
|
|
15,713
|
|
|||
Interest expense, net of amounts capitalized
|
(300,906
|
)
|
|
(315,062
|
)
|
|
(299,022
|
)
|
|||
Change in swap fair value
|
(5,300
|
)
|
|
(4,393
|
)
|
|
14,235
|
|
|||
Decrease in Redemption Note fair value
|
52,041
|
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
(126,004
|
)
|
|
(9,569
|
)
|
|
(40,435
|
)
|
|||
Equity in income from unconsolidated affiliates
|
1,823
|
|
|
1,349
|
|
|
1,085
|
|
|||
Other
|
1,550
|
|
|
(182
|
)
|
|
4,856
|
|
|||
Total other non-operating costs and expenses
|
(369,567
|
)
|
|
(307,416
|
)
|
|
(303,568
|
)
|
|||
Income before income taxes
|
289,247
|
|
|
958,862
|
|
|
986,523
|
|
|||
Benefit (provision) for income taxes
|
(7,723
|
)
|
|
3,782
|
|
|
17,634
|
|
|||
Net income
|
$
|
281,524
|
|
|
$
|
962,644
|
|
|
$
|
1,004,157
|
|
(1)
|
"Adjusted Property EBITDA" is net income before interest, taxes, depreciation and amortization, pre-opening costs, property charges and other, management and license fees, corporate expenses and other, intercompany golf course and water rights leases, stock-based compensation, loss on extinguishment of debt, change in interest rate swap fair value, change in Redemption Note fair value and other non-operating income and expenses, and includes equity in income from unconsolidated affiliates. Adjusted Property EBITDA is presented exclusively as a supplemental disclosure because management believes that it is widely used to measure the performance, and as a basis for valuation, of gaming companies. Management uses Adjusted Property EBITDA as a measure of the operating performance of its segments and to compare the operating performance of its properties with those of its competitors. The Company also presents Adjusted Property EBITDA because it is used by some investors as a way to measure a company's ability to incur and service debt, make capital expenditures and meet working capital requirements. Gaming companies have historically reported EBITDA as a supplement to financial measures in accordance with U.S. GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including Wynn Resorts, have historically excluded from their EBITDA calculations pre-opening expenses, property charges, corporate expenses and stock-based compensation that do not relate to the management of specific casino properties. However, Adjusted Property EBITDA should not be considered as an alternative to operating income as an indicator of the Company's performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure determined in accordance with GAAP. Unlike measures of net income, Adjusted Property EBITDA does not include depreciation or interest expense and therefore does not reflect current or future capital expenditures or the cost of capital. The Company has significant uses of cash flows, including capital expenditures, interest payments, debt principal repayments, taxes and other non-recurring charges, which are not reflected in Adjusted Property EBITDA. Also, Wynn Resorts' calculation of Adjusted Property EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited.
|
|
Years ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Macau
|
|
|
|
|
|
||||||
Macau Operations
|
$
|
68,744
|
|
|
$
|
92,566
|
|
|
$
|
63,284
|
|
Wynn Palace
|
1,566,090
|
|
|
982,389
|
|
|
381,365
|
|
|||
Total Macau
|
1,634,834
|
|
|
1,074,955
|
|
|
444,649
|
|
|||
Las Vegas Operations
|
117,011
|
|
|
62,535
|
|
|
64,954
|
|
|||
Corporate and other
|
169,395
|
|
|
83,867
|
|
|
5,199
|
|
|||
|
$
|
1,921,240
|
|
|
$
|
1,221,357
|
|
|
$
|
514,802
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Assets
|
|
|
|
|
|
||||||
Macau
|
|
|
|
|
|
||||||
Macau Operations
|
$
|
1,331,811
|
|
|
$
|
1,520,098
|
|
|
$
|
2,510,444
|
|
Wynn Palace
|
3,439,041
|
|
|
1,854,521
|
|
|
755,452
|
|
|||
Other Macau
|
583,346
|
|
|
974,170
|
|
|
652,267
|
|
|||
Total Macau
|
5,354,198
|
|
|
4,348,789
|
|
|
3,918,163
|
|
|||
Las Vegas Operations
|
3,180,214
|
|
|
3,472,931
|
|
|
3,576,649
|
|
|||
Corporate and other
|
1,987,847
|
|
|
1,241,141
|
|
|
882,218
|
|
|||
|
$
|
10,522,259
|
|
|
$
|
9,062,861
|
|
|
$
|
8,377,030
|
|
|
As of December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Long-lived assets
|
|
|
|
|
|
||||||
Macau
|
$
|
4,324,743
|
|
|
$
|
2,799,781
|
|
|
$
|
1,732,485
|
|
United States
|
3,337,356
|
|
|
3,268,576
|
|
|
3,292,965
|
|
|||
|
$
|
7,662,099
|
|
|
$
|
6,068,357
|
|
|
$
|
5,025,450
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
First
|
|
Second
|
|
Third (1)
|
|
Fourth
|
|
Year
|
||||||||||
Net revenues
|
$
|
1,092,238
|
|
|
$
|
1,040,458
|
|
|
$
|
996,285
|
|
|
$
|
946,902
|
|
|
$
|
4,075,883
|
|
Operating income
|
$
|
185,059
|
|
|
$
|
169,121
|
|
|
$
|
152,774
|
|
|
$
|
151,860
|
|
|
$
|
658,814
|
|
Net income (loss)
|
$
|
(13,902
|
)
|
|
$
|
77,203
|
|
|
$
|
113,429
|
|
|
$
|
104,794
|
|
|
$
|
281,524
|
|
Net income (loss) attributable to Wynn Resorts, Limited
|
$
|
(44,601
|
)
|
|
$
|
56,460
|
|
|
$
|
96,210
|
|
|
$
|
87,221
|
|
|
$
|
195,290
|
|
Basic income (loss) per share
|
$
|
(0.44
|
)
|
|
$
|
0.56
|
|
|
$
|
0.95
|
|
|
$
|
0.86
|
|
|
$
|
1.93
|
|
Diluted income (loss) per share
|
$
|
(0.44
|
)
|
|
$
|
0.56
|
|
|
$
|
0.95
|
|
|
$
|
0.86
|
|
|
$
|
1.92
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Net revenues
|
$
|
1,513,613
|
|
|
$
|
1,412,063
|
|
|
$
|
1,370,010
|
|
|
$
|
1,137,975
|
|
|
$
|
5,433,661
|
|
Operating income
|
$
|
376,831
|
|
|
$
|
341,342
|
|
|
$
|
332,575
|
|
|
$
|
215,530
|
|
|
$
|
1,266,278
|
|
Net income
|
$
|
303,043
|
|
|
$
|
258,402
|
|
|
$
|
253,006
|
|
|
$
|
148,193
|
|
|
$
|
962,644
|
|
Net income attributable to Wynn Resorts, Limited
|
$
|
226,896
|
|
|
$
|
203,906
|
|
|
$
|
191,406
|
|
|
$
|
109,346
|
|
|
$
|
731,554
|
|
Basic income per share
|
$
|
2.25
|
|
|
$
|
2.02
|
|
|
$
|
1.90
|
|
|
$
|
1.08
|
|
|
$
|
7.25
|
|
Diluted income per share
|
$
|
2.22
|
|
|
$
|
2.00
|
|
|
$
|
1.88
|
|
|
$
|
1.07
|
|
|
$
|
7.18
|
|
|
As Previously Reported
|
|
|
|
As Revised
|
||||||
|
September 30, 2015
|
|
Adjustment
|
|
September 30, 2015
|
||||||
Long-term debt
|
$
|
8,748,449
|
|
|
$
|
(33,768
|
)
|
|
$
|
8,714,681
|
|
Deferred income taxes, net
|
36,569
|
|
|
11,324
|
|
|
47,893
|
|
|||
Total liabilities
|
10,041,967
|
|
|
(22,444
|
)
|
|
10,019,523
|
|
|||
Retained Earnings (accumulated deficit)
|
(3,560
|
)
|
|
22,444
|
|
|
18,884
|
|
|||
Total Wynn Resorts, Limited stockholders' deficit
|
(176,834
|
)
|
|
22,444
|
|
|
(154,390
|
)
|
|||
Total stockholders' equity (deficit)
|
(60,782
|
)
|
|
22,444
|
|
|
(38,338
|
)
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||||
|
As Previously
|
|
|
|
As
|
|
As Previously
|
|
|
|
As
|
||||||||||||
|
Reported
|
|
Adjustment
|
|
Revised
|
|
Reported
|
|
Adjustment
|
|
Revised
|
||||||||||||
Net income
|
$
|
90,985
|
|
|
$
|
22,444
|
|
|
$
|
113,429
|
|
|
$
|
154,286
|
|
|
$
|
22,444
|
|
|
$
|
176,730
|
|
Total comprehensive income
|
90,782
|
|
|
22,444
|
|
|
113,226
|
|
|
153,416
|
|
|
22,444
|
|
|
175,860
|
|
||||||
Comprehensive income attributable to Wynn Resorts, Limited
|
73,546
|
|
|
22,444
|
|
|
95,990
|
|
|
84,863
|
|
|
22,444
|
|
|
107,307
|
|
|
Nine Months Ended September 30, 2015
|
||||||||||
|
As Previously
|
|
|
|
As
|
||||||
|
Reported
|
|
Adjustment
|
|
Revised
|
||||||
Net income
|
$
|
154,286
|
|
|
$
|
22,444
|
|
|
$
|
176,730
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Deferred income taxes
|
12,033
|
|
|
11,324
|
|
|
23,357
|
|
|||
Decrease in Redemption Note fair value
|
(13,720
|
)
|
|
(33,768
|
)
|
|
(47,488
|
)
|
Plan Category
|
Number of
Securities to
be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
(a)
|
|
Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
(b)
|
|
Number of
Securities
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(excluding
securities
reflected in
column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
1,370,260
|
|
|
$
|
81.49
|
|
|
4,234,625
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
1,370,260
|
|
|
$
|
81.49
|
|
|
4,234,625
|
|
•
|
Reports of Independent Registered Public Accounting Firm
|
•
|
Consolidated Balance Sheets as of December 31, 2015 and 2014
|
•
|
Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013
|
•
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
|
•
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2015, 2014 and 2013
|
•
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
•
|
Notes to Consolidated Financial Statements
|
•
|
Schedule II—Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
Description
|
Balance at
Beginning of
Year
|
|
Provisions
for
Doubtful
Accounts
|
|
Write-offs,
Net of
Recoveries
|
|
Balance at
End of Year
|
||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||
2015
|
$
|
74,678
|
|
|
11,115
|
|
|
(18,736
|
)
|
|
$
|
67,057
|
|
2014
|
$
|
73,991
|
|
|
3,906
|
|
|
(3,219
|
)
|
|
$
|
74,678
|
|
2013
|
$
|
102,213
|
|
|
11,877
|
|
|
(40,099
|
)
|
|
$
|
73,991
|
|
|
|
|
|
|
|
|
|
||||||
Description
|
Balance at
Beginning of
Year
|
|
Additions
|
|
Deductions
|
|
Balance at
End of Year
|
||||||
Deferred income tax asset valuation allowance:
|
|
|
|
|
|
|
|
||||||
2015
|
$
|
3,296,789
|
|
|
52,759
|
|
|
(18,670
|
)
|
|
$
|
3,330,878
|
|
2014
|
$
|
2,587,025
|
|
|
745,112
|
|
|
(35,348
|
)
|
|
$
|
3,296,789
|
|
2013
|
$
|
1,831,545
|
|
|
773,509
|
|
|
(18,029
|
)
|
|
$
|
2,587,025
|
|
Exhibit
No.
|
|
Description
|
3.1
|
|
Third Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 8, 2015.)
|
3.2
|
|
Eighth Amended and Restated Bylaws of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 6, 2015.)
|
4.1
|
|
Specimen certificate for shares of Common Stock, $0.01 par value per share of the Registrant. (Incorporated by reference from Amendment No. 4 to the Form S-1 filed by the Registrant on October 7, 2002 (File No. 333-90600).)
|
4.2
|
|
Indenture, dated as of April 28, 2010, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on April 28, 2010.)
|
4.3
|
|
Indenture, dated as of August 4, 2010, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on August 5, 2010.)
|
4.4
|
|
Indenture, dated as of March 12, 2012, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 13, 2012.)
|
4.5
|
|
Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on May 22, 2013.)
|
4.6
|
|
Indenture, dated as of February 18, 2015, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on February 18, 2015.)
|
4.7
|
|
Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of April 28, 2010, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
4.8
|
|
Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of August 4, 2010, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
4.9
|
|
Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of March 12, 2012, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
4.10
|
|
Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
+10.1.1.0
|
|
Employment Agreement, dated as of October 4, 2002, by and between Wynn Resorts, Limited and Stephen A. Wynn. (Incorporated by reference from Amendment No. 4 to the Form S-1 filed by the Registrant on October 7, 2002 (File No. 333-90600).)
|
+10.1.1.1
|
|
First Amendment to Employment Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts, Limited. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
+10.1.1.2
|
|
Second Amendment to Employment Agreement between Wynn Resorts, Limited and Stephen A. Wynn dated January 31, 2007. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2007.)
|
+10.1.1.3
|
|
Third Amendment to Employment Agreement, dated as of September 11, 2008, between Wynn Resorts, Limited and Stephen A. Wynn. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on September 15, 2008.)
|
+10.1.1.4
|
|
Fourth Amendment to Employment Agreement, dated as of December 31, 2008, between Wynn Resorts, Limited and Stephen A. Wynn. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2009.)
|
+10.1.1.5
|
|
Amendment to Employment Agreement, dated as of February 16, 2009, by and between Wynn Resorts, Limited and Stephen A. Wynn. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 11, 2009.)
|
+10.1.1.6
|
|
Sixth Amendment to Employment Agreement, dated as of February 24, 2011, between Wynn Resorts, Limited and Stephen A. Wynn. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on February 28, 2011.)
|
+10.1.1.7
|
|
Seventh Amendment to Employment Agreement, dated as of January 15, 2015, between Wynn Resorts, Limited and Stephen A. Wynn. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
+10.1.2.0
|
|
Employment Agreement, dated as of November 18, 2013, by and between Wynn Resorts, Limited and Matt Maddox. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.)
|
+10.1.3.0
|
|
Employment Agreement, dated as of May 12, 2010, by and between Worldwide Wynn, LLC and Linda Chen. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on May 18, 2010.)
|
+10.1.3.1
|
|
Retention Agreement, dated as of July 27, 2011, by and between Worldwide Wynn, LLC and Linda Chen. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on August 18, 2011.)
|
+10.1.3.2
|
|
First Amendment to Employment Agreement, dated as of November 26, 2012, by and between Worldwide Wynn, LLC and Linda Chen. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2013.)
|
+10.1.3.3
|
|
Second Amendment to Employment Agreement, dated as of January 2, 2014, by and between Worldwide Wynn, LLC and Linda Chen. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 9, 2014.)
|
+10.1.4.0
|
|
Employment Agreement, dated as of April 24, 2007, by and between Wynn Resorts, Limited and Kim Sinatra. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)
|
+10.1.4.1
|
|
First Amendment to Employment Agreement, dated as of December 31, 2008, by and between Wynn Resorts, Limited and Kim Sinatra. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)
|
+10.1.4.2
|
|
Amendment to Employment Agreement, dated as of February 12, 2009, by and between Wynn Resorts, Limited and Kim Sinatra. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)
|
+10.1.4.3
|
|
Second Amendment to Employment Agreement, dated as of November 30, 2009, by and between Wynn Resorts, Limited and Kim Sinatra. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)
|
+10.1.4.4
|
|
Third Amendment to Employment Agreement, dated as of May 5, 2014, by and between Wynn Resorts, Limited and Kim Sinatra. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 8, 2014.)
|
+10.1.4.5
|
|
Fourth Amendment to Employment Agreement, dated as of April 27, 2015, by and between Wynn Resorts, Limited and Kim Sinatra. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 7, 2015.)
|
+10.1.5.0
|
|
Employment Agreement, dated as of August 31, 2005, by and between Wynn Resorts, Limited and John Strzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.)
|
+10.1.5.1
|
|
First Amendment to Employment Agreement, dated as of March 26, 2008, by and between Wynn
Resorts, Limited and John Strzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.) |
+10.1.5.2
|
|
Second Amendment to Employment Agreement, dated as of December 31, 2008, by and between
Wynn Resorts, Limited and John Strzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.) |
+10.1.5.3
|
|
Amendment to Employment Agreement, dated as of February 12, 2009, by and between Wynn
Resorts, Limited and John Strzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.) |
+10.1.5.4
|
|
Fourth Amendment to Employment Agreement, dated as of March 23, 2009, by and between Wynn
Resorts, Limited and John Strzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.) |
+10.1.5.5
|
|
Fifth Amendment to Employment Agreement, dated as of February 25, 2013, by and between
Wynn Resorts, Limited and John Strzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.) |
+10.1.5.6
|
|
Sixth Amendment to Employment Agreement, dated as of September 10, 2013, by and between
Wynn Resorts, Limited and John Strzemp. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on February 28, 2014.) |
+10.1.6.0
|
|
Employment Agreement, dated as of November 7, 2013, by and between Wynn Resorts, Limited and Stephen Cootey. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 8, 2014.)
|
+10.1.6.1
|
|
First Amendment to Employment Agreement, dated as of January 6, 2014, by and between Wynn Resorts, Limited and Stephen Cootey. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 8, 2014.)
|
+10.1.6.2
|
|
Second Amendment to Employment Agreement, dated as of February 24, 2015, by and between Wynn Resorts, Limited and Stephen Cootey. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
+10.2.0
|
|
2014 Omnibus Incentive Plan effective May 16, 2014. (Incorporated by reference from the Form S-8 Registration Statement filed by the Registrant on May 20, 2014 (File No. 333-196113).)
|
10.3.1.0
|
|
Amended and Restated Stockholder Agreement, dated January 6, 2010, by and among Stephen A. Wynn, Elaine P. Wynn and Aruze USA, Inc. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on January 6, 2010.)
|
10.3.1.1
|
|
Waiver and Consent, dated November 24, 2010, by and among Aruze USA, Inc., Stephen A. Wynn and Elaine P. Wynn. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 26, 2010.)
|
10.3.1.2
|
|
Waiver and Consent, dated December 15, 2010, by and among Aruze USA, Inc., Stephen A. Wynn and Elaine P. Wynn. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on December 15, 2010.)
|
10.3.2.0
|
|
Amended and Restated Shareholders Agreement, dated as of September 16, 2004, by and among Wynn Resorts (Macau), Ltd., Wong Chi Seng and Wynn Resorts (Macau), S.A. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.4.1.0
|
|
Concession Contract for the Operation of Games of Chance or Other Games in Casinos in the Macau Special Administrative Region, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of Portuguese version of Concession Agreement). (Incorporated by reference from Amendment No. 1 to the Form S-1 filed by the Registrant on August 20, 2002 (File No. 333-90600).)
|
10.4.1.1
|
|
Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macao Special Administrative Region, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of Chinese version of Concession Agreement). (Incorporated by reference from Amendment No. 3 to the Form S-1 filed by the Registrant on September 18, 2002 (File No. 333-90600).)
|
10.4.1.2
|
|
Unofficial English translation of Land Concession Contract between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 3, 2004.)
|
10.4.1.3
|
|
Land Concession Contract, published on May 2, 2012, by and among Palo Real Estate Company Limited, Wynn Resorts (Macau), S.A. and the Macau Special Administrative Region of the People's Republic of China (translated to English from traditional Chinese and Portuguese). (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on May 2, 2012.)
|
10.5.1.0
|
|
Surname Rights Agreement, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.5.1.1
|
|
Rights of Publicity License, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.5.1.2
|
|
Trademark Assignment, dated as of August 6, 2004, by and between Stephen A. Wynn and Wynn Resorts Holdings, LLC. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.5.2.0
|
|
Intellectual Property License Agreement, dated as of December 14, 2004, by and among Wynn Resorts Holdings, Wynn Resorts, Limited and Wynn Las Vegas, LLC. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 15, 2005.)
|
10.5.2.1
|
|
Intellectual Property License Agreement, dated as of September 19, 2009, by and among Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn Macau, Limited. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
10.5.2.2
|
|
Amended and Restated Intellectual Property License Agreement, dated as of September 19, 2009, by and among Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn Resorts (Macau), S.A. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
10.5.2.3
|
|
2015 Intellectual Property License Agreement, dated as of February 26, 2015, by and between Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn Las Vegas, LLC. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 8, 2015.)
|
*10.5.2.4
|
|
2014 Intellectual Property License Agreement, dated as of November 20, 2014, by and between Wynn Resorts Holdings, LLC, Wynn Resorts, Limited and Wynn MA, LLC.
|
10.6.1.0
|
|
Common Terms Agreement, dated as of September 14, 2004, by and among Wynn Resorts (Macau), S.A., certain financial institutions as Hotel Facility Lenders, Project Facility Lenders and Revolving Credit Facility Lenders, Deutsche Bank AG, Hong Kong Branch and Societe Generale Asia Limited as Global Coordinating Lead Arrangers and Societe Generale Asia Limited as Hotel Facility Agent, Project Facility Agent, Intercreditor Agent and Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.6.1.1
|
|
Common Terms Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. as the Company, Certain Financial Institutions as Hotel Facility Lenders, Project Facility Lenders, Revolving Credit Facility Lenders and Hedging Counterparties, Bank of America Securities Asia Limited, Deutsche Bank AG, Hong Kong Branch and Societe Generale Asia Limited as Global Coordinating Lead Arrangers, Societe Generale Asia Limited as Hotel Facility Agent and Project Facility Agent, Societe Generale Asia Limited as Intercreditor Agent, and Societe Generale, Hong Kong Branch as Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 8, 2005.)
|
10.6.1.2
|
|
Common Terms Agreement Second Amendment Agreement, dated June 27, 2007, by and among Wynn Resorts (Macau), S.A., certain financial institutions as Hotel Facility Lenders, Project Facility Lenders, and Revolving Credit Facility Lenders, Banc of America Securities Asia Limited, Deutsche Bank A.G. Hong Kong Branch, and Societe Generale Asia Limited as Global Lead Arrangers and Societe Generale Asia Limited as Hotel Facility Agent and Project Facility Agent and Societe Generale Hong Kong Branch as Intercreditor Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 9, 2007.)
|
10.6.1.3
|
|
Common Terms Agreement Third Amendment Agreement, dated September 8, 2009, between, among others, Wynn Resorts (Macau), S.A. as the company and Société Générale, Hong Kong Branch as security agent. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2010.)
|
10.6.1.4
|
|
Common Terms Agreement Fourth Amendment Agreement, dated as of July 31, 2012, between, among others, Wynn Resorts (Macau), S.A. as the company and Bank of China Limited Macau Branch as security agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2012.)
|
10.6.1.5
|
|
Common Terms Agreement Fifth Amendment Agreement, dated September 30, 2015, between, among others, Wynn Resorts (Macau), S.A. as the company and Bank of China Limited Macau Branch as security agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 6, 2015.)
|
10.6.2.0
|
|
Hotel Facility Agreement, dated as of September 14, 2004, by and among Wynn Resorts (Macau), S.A., Societe Generale Asia Limited as Hotel Facility Agent and the several Hotel Facility Lenders named therein. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.6.2.1
|
|
Hotel Facility Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. as Company, Societe Generale Asia Limited, as Hotel Facility Agent and certain financial institutions as Hotel Facility Lenders. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 8, 2005.)
|
10.6.2.2
|
|
Hotel Facility Agreement Second Amendment Agreement, dated June 27, 2007, by and among Wynn Resorts (Macau), S.A., Societe Generale Asia Limited as Hotel Facility Agent, and certain financial institutions as Hotel Facility Lenders. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 9, 2007.)
|
10.6.2.3
|
|
Hotel Facility Agreement Third Amendment Agreement, dated July 31, 2012, by and among Wynn Resorts, (Macau), S.A., Bank of China Limited Macau Branch, and certain financial institutions as Hotel Facility Lenders. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2012.)
|
10.6.2.4
|
|
Hotel Facility Agreement Fourth Amendment Agreement, dated September 30, 2015, by and among Wynn Resorts (Macau), S.A. and Bank of China Limited Macau Branch as Hotel Facility Agent and Hotel Facility Lender. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 6, 2015.)
|
10.6.3.0
|
|
Project Facility Agreement, dated as of September 14, 2004, by and among Wynn Resorts (Macau), S.A., Societe Generale Asia Limited as Project Facility Agent and the several Project Facility Lenders named therein. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.6.3.1
|
|
Project Facility Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. as Company, Societe Generale Asia Limited, as Project Facility Agent and certain financial institutions as Project Facility Lenders. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 8, 2005.)
|
10.6.3.2
|
|
Project Facility Agreement, Second Amendment Agreement, dated as of June 27, 2007, by and among Wynn Resorts (Macau), S.A., Societe Generale Asia Limited as Project Facility Agent, and certain financial institutions as Project Facility Lenders. (Incorporated by reference from the quarterly report on Form 10-Q filed by the Registrant on August 9, 2007.)
|
10.6.4.0
|
|
Revolving Credit Facility Agreement, dated as of September 14, 2004, by and among Wynn Resorts (Macau), S.A. and the several Revolving Credit Facility Lenders named therein. (Incorporated by reference from the quarterly report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.6.4.1
|
|
Revolving Credit Facility Agreement Amendment Agreement, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. as Company and certain financial institutions as Revolving Credit Facility Lenders. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 8, 2005.)
|
10.6.4.2
|
|
Revolving Credit Facility Second Amendment Agreement, dated as of June 27, 2007, by and among Wynn Resorts (Macau), S.A. and Societe Generale, Hong Kong Branch as Revolving Credit Facility Agent and certain financial institutions as revolving credit facility lenders. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on August 9, 2007.)
|
10.6.4.3
|
|
Revolving Credit Facility Agreement, dated as of July 31, 2012, by and among Wynn Resorts (Macau), S.A., Bank of China, Limited Macau Branch, and certain financial institutions as Project Facility Lenders. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2012.)
|
10.6.4.4
|
|
Revolving Credit Facility Agreement Amendment Agreement, dated as of September 30, 2015, by and among Wynn Resorts (Macau), S.A. and Bank of China Limited Macau Branch as Revolving Credit Facility Agent and Revolving Credit Facility Lender. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 6, 2015.)
|
10.6.5.0
|
|
Deed of Appointment and Priority, dated as of September 14, 2004, among Wynn Resorts (Macau), S.A., certain financial institutions as Original First Ranking Lenders, Banco Nacional Ultramarino, S.A. as Second Ranking Finance Party, Wynn Group Asia, Inc. as Third Ranking Finance Party, Societe Generale, Hong Kong Branch as Security Agent, Societe Generale Asia Limited as Intercreditor Agent and Hotel Facility Agent and Project Facility Agent, and others. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.6.5.1
|
|
Deed of Appointment and Priority Deed of Amendment, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A., certain financial institutions as Original First Ranking Lenders, Certain Financial Institutions as Original Hedging Counterparties, Banco Nacional Ultramarino, S.A. as Second Ranking Finance Party, Wynn Group Asia, Inc. as Third Ranking Finance Party, Societe Generale Asia Limited as Security Agent, Societe Generale Asia Limited as Intercreditor Agent, Societe Generale Asia Limited as Hotel Facility Agent and Project Facility Agent, and others. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 8, 2005.)
|
10.6.6
|
|
Floating Charge (unofficial English Translation), dated as of September 14, 2004, between Wynn Resorts (Macau), S.A. and Societe Generale, Hong Kong Branch as the Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.6.7
|
|
Debenture, dated as of September 14, 2004, between Wynn Resorts (Macau), S.A. and Societe Generale, Hong Kong Branch as the Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.6.8.0
|
|
Wynn Resorts Support Agreement, dated as of September 14, 2004, between Wynn Resorts, Limited, Wynn Resorts (Macau), S.A. and Societe Generale, Hong Kong Branch as the Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.6.8.1
|
|
Wynn Resorts Support Agreement Deed of Amendment, dated as of September 14, 2005, between Wynn Resorts (Macau), S.A. and Societe Generale, Hong Kong Branch as the Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 8, 2005.)
|
10.6.9
|
|
Wynn Pledgors' Guarantee, dated as of September 14, 2004, between Wynn Group Asia, Inc., Wynn Resorts International, Ltd., Wynn Resorts (Macau) Holdings, Ltd., and Wynn Resorts (Macau), Ltd. as Guarantors; and Societe Generale, Hong Kong Branch as the Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.6.10
|
|
Bank Guarantee Reimbursement Agreement, dated as of September 14, 2004, between Wynn Resorts (Macau), S.A. and Banco Nacional Ultramarino. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.6.11
|
|
Sponsors' Subordination Deed, dated as of September 14, 2004, between Wynn Resorts (Macau), S.A., Wynn Group Asia, Inc., Wynn Resorts International, Ltd., Wynn Resorts (Macau) Holdings, Ltd. and Wynn Resorts (Macau), Ltd. as the Wynn Companies and Societe Generale, Hong Kong Branch as the Security Agent. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2004.)
|
10.7.0
|
|
Amended and Restated Master Disbursement Agreement, dated as of October 25, 2007, by and among Wynn Las Vegas, LLC, Deutsche Bank Trust Company Americas, as the initial Bank Agent, and Deutsche Bank Trust Company Americas, as the initial Disbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on October 31, 2007.)
|
10.7.1
|
|
First Amendment to Amended and Restated Master Disbursement Agreement, dated as of October 31, 2007, by and among Wynn Las Vegas, LLC, Deutsche Bank Trust Company Americas, as the initial Bank Agent, and Deutsche Bank Trust Company Americas, as the initial Disbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 1, 2007.)
|
10.7.2
|
|
Second Amendment to Amended and Restated Master Disbursement Agreement, dated as of November 6, 2007, by and among Wynn Las Vegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as the Disbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 13, 2007.)
|
10.7.3
|
|
Third Amendment to Amended and Restated Master Disbursement Agreement, dated as of October 19, 2009, by and among Wynn Las Vegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as the Disbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on October 20, 2009.)
|
10.7.4
|
|
Fourth Amendment to Amended and Restated Master Disbursement Agreement, dated as of April 28, 2010, by and among Wynn Las Vegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as the Disbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on April 28, 2010.)
|
10.7.5
|
|
Fifth Amendment to the Amended and Restated Master Disbursement Agreement, dated as of August 4, 2010, by and among Wynn Las Vegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as the Disbursement Agent. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2013.)
|
10.7.6
|
|
Sixth Amendment to Amended and Restated Master Disbursement Agreement, dated as of March 12, 2012, by and among Wynn Las Vegas, LLC, Deutsche Bank Trust Company Americas, as the Bank Agent, and Deutsche Bank Trust Company Americas, as the Disbursement Agent. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 13, 2012.)
|
10.8.1
|
|
2013 Second Amended and Restated Agreement of Lease, dated as of November 7, 2013, by and between Wynn Las Vegas, LLC and Stephen A. Wynn. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 14, 2013.)
|
10.8.2
|
|
First Amendment to 2013 Second Amended and Restated Agreement of Lease, dated as of February 25, 2015, by and between Wynn Las Vegas, LLC and Stephen A. Wynn. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
10.8.3
|
|
Sixth Amended and Restated Art Rental and Licensing Agreement, dated as of July 1, 2012, between Stephen A. Wynn, as lessor, Wynn Las Vegas, LLC, as lessee. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 9, 2012.)
|
10.9.1.0
|
|
Termination Agreement to the Aircraft Time Sharing Agreement, dated as of January 15, 2015, by and between Las Vegas Jet, LLC and Stephen A. Wynn. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
10.9.1.1
|
|
Aircraft Time Sharing Agreement, dated as of January 15, 2015, by and between Wynn Resorts, Limited and Stephen A. Wynn. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
10.9.2.0
|
|
Aircraft Purchase Option Agreement, dated as of January 3, 2013, between Wynn Resorts, Limited and Stephen A. Wynn. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 1, 2013.)
|
10.10.0
|
|
Form of Indemnity Agreement. (Incorporated by reference from Amendment No. 3 to the Form S-1 filed by the Registrant on September 18, 2002 (File No. 333-90600).)
|
10.10.1
|
|
Management Agreement, made as of December 14, 2004, by and among Wynn Las Vegas, LLC, Wynn Show Performers, LLC, Wynn Las Vegas Capital Corp., Wynn Golf, LLC, World Travel, LLC, Las Vegas Jet, LLC, Wynn Sunrise, LLC, and Wynn Resorts, Limited. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 15, 2005.)
|
10.10.2
|
|
First Amendment to Management Agreement, dated as of December 12, 2014, by and among Wynn Las Vegas, LLC, Wynn Show Performers, LLC, Wynn Las Vegas Capital Corp., Wynn Golf, LLC, World Travel, LLC, Las Vegas Jet, LLC, Wynn Sunrise, LLC, and Wynn Resorts, Limited. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on November 20, 2014.)
|
10.10.3
|
|
Termination Agreement, dated as of February 26, 2015, to the Management Agreement, dated as of December 14, 2004, by and among Wynn Las Vegas, LLC, and related entities named therein, and Wynn Resorts, Limited. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 8, 2015.)
|
10.11.0
|
|
Corporate Allocation Agreement, dated as of September 19, 2009, by Wynn Macau, Limited and Wynn Resorts, Limited. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
10.11.1
|
|
Amended and Restated Corporate Allocation Agreement, dated as of September 19, 2009, by Wynn Resorts (Macau), S.A., and Wynn Resorts, Limited. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
10.11.2
|
|
Management Fee and Corporate Allocation Agreement, dated as of February 26, 2015, by and between Wynn Las Vegas, LLC and Wynn Resorts, Limited. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
*10.11.3
|
|
Management Fee and Corporate Allocation Agreement, dated as of November 20, 2014, by and among Wynn MA, LLC and Wynn Resorts, Limited.
|
10.11.4
|
|
Promissory Note, dated as of February 18, 2012, made by Wynn Resorts, Limited to Aruze USA, Inc. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on February 21, 2012.)
|
10.11.5
|
|
Registration Rights Agreement, dated as of March 12, 2012, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp, Wynn Show Performers, LLC, Wynn Golf, LLC, Las Vegas Jet, LLC, World Travel, LLC, Wynn Sunrise, LLC, Kevyn, LLC, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC. (Incorporated by reference from the Current Report on Form 8-K filed by the Registrant on March 13, 2012.)
|
10.12.0
|
|
Credit Agreement, dated as of November 20, 2014, by and among Wynn America, LLC, as borrower, Wynn Las Vegas Holdings, LLC, Everett Property, LLC and Wynn MA, LLC, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Agricole Corporate and Investment Bank, Fifth Third Bank, SunTrust Robinson Humphrey, Inc., The Bank of Nova Scotia, BNP Paribas Securities Corp., Sumitomo Mitsui Banking Corporation and UBS Securities LLC, as joint lead arrangers and joint bookrunners, Morgan Stanley Senior Funding, Inc. and Bank of China, Los Angeles Branch, as arrangers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as documentation agent, and the other lenders party thereto. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
10.12.1
|
|
First Amendment to Credit Agreement, dated as of November 5, 2015, by and among Wynn America, LLC, as borrower, the Guarantors named therein, Deutsche Bank AG New York Branch, as administrative agent on behalf of the several banks and other financial institutions or entities from time to time party to Wynn America, LLC's Credit Agreement, dated as of November 20, 2014. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 6, 2015.)
|
*10.12.2
|
|
Second Amendment to Credit Agreement, dated as of December 21, 2015, by and among Wynn America, LLC, as borrower, the Guarantors named therein, Deutsche Bank AG New York Branch, as administrative agent on behalf of the several banks and other financial institutions or entities from time to time party to Wynn America, LLC's Credit Agreement, dated as of November 20, 2014.
|
10.12.3
|
|
Completion Guaranty, dated as of November 20, 2014, by and between Wynn Resorts, Limited, and Deutsche Bank AG New York Branch, as administrative agent. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
10.12.4
|
|
Security Agreement, dated as of November 20, 2014, by and among Wynn America, LLC, Wynn Las Vegas Holdings, LLC, Everett Property, LLC and Wynn MA, LLC, as pledgors, and Deutsche Bank AG New York Branch, as collateral agent. (Incorporated by reference from the Annual Report on Form 10-K filed by the Registrant on March 2, 2015.)
|
*21.1
|
|
Subsidiaries of the Registrant.
|
*23.1
|
|
Consent of Ernst & Young LLP.
|
*31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*32.1
|
|
Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350.
|
*101
|
|
The following financial information from the Company's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets at December 31, 2015 and December 31 2014, (ii) the Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013, (iii) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013, (iv) the Consolidated Statements of Stockholders' Equity at December 31, 2015, 2014 and 2013, (v) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 and (vi) Notes to Consolidated Financial Statements.
|
*
|
Filed herein
|
+
|
Denotes management contract or compensatory plan or arrangement.
|
|
|
WYNN RESORTS, LIMITED
|
|
|
|
|
|
Dated: February 29, 2016
|
|
By:
|
/s/ Stephen A. Wynn
|
|
|
|
Stephen A. Wynn
|
|
|
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Stephen A. Wynn
|
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|
|
February 29, 2016
|
Stephen A. Wynn
|
|
|
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|
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|
|
/s/ John J. Hagenbuch
|
|
Director
|
|
February 29, 2016
|
John J. Hagenbuch
|
|
|
|
|
|
|
|
|
|
/s/ Dr. Ray R. Irani
|
|
Director
|
|
February 29, 2016
|
Dr. Ray R. Irani
|
|
|
|
|
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|
|
/s/ Robert J. Miller
|
|
Director
|
|
February 29, 2016
|
Robert J. Miller
|
|
|
|
|
|
|
|
|
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/s/ Patricia Mulroy
|
|
Director
|
|
February 29, 2016
|
Patricia Mulroy
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|
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|
|
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/s/ Clark T. Randt, Jr.
|
|
Director
|
|
February 29, 2016
|
Clark T. Randt, Jr.
|
|
|
|
|
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|
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/s/ Alvin V. Shoemaker
|
|
Director
|
|
February 29, 2016
|
Alvin V. Shoemaker
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/s/ J. Edward Virtue
|
|
Director
|
|
February 29, 2016
|
J. Edward Virtue
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/s/ D. Boone Wayson
|
|
Director
|
|
February 29, 2016
|
D. Boone Wayson
|
|
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|
|
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/s/ Stephen Cootey
|
|
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
|
February 29, 2016
|
Stephen Cootey
|
|
|
|
|
If to the Company:
|
Wynn MA, LLC
3131 Las Vegas Boulevard South Las Vegas, Nevada 89109 Attention: General Counsel Telephone: (702) 770-7000 Facsimile: (702) 770-1349 |
|
|
If to Resorts:
|
Wynn Resorts, Limited
3131 Las Vegas Boulevard South Las Vegas, Nevada 89109 Attention: General Counsel Telephone: (702) 770-7000 Facsimile: (702) 770-1349 |
|
|
in each case, with a copy to:
|
Wynn Resorts, Limited
3131 Las Vegas Boulevard South Las Vegas, Nevada 89109 Attention: General Counsel Telephone: (702) 770-7000 Facsimile: (702) 770-1349 |
WYNN MA, LLC,
a Nevada limited liability company
|
|
|
By: Wynn America, LLC,
a Nevada limited liability company its sole member
|
||
By: Wynn Resorts Holdings, LLC,
a Nevada limited liability company, its sole member
|
||
By: Wynn Resorts, Limited
a Nevada corporation, its sole member
|
||
|
By: /s/ Stephen Cootey
|
|
|
Its: Chief Financial Officer and Treasurer
|
|
|
|
|
WYNN RESORTS, LIMITED,
a Nevada corporation
|
|
|
|
By: /s/ Stephen Cootey
|
|
|
Its: Chief Financial Officer and Treasurer
|
|
|
|
|
A.
|
Holdings is the owner or exclusive licensee with the right to license and/or sublicense certain marks and works as defined herein including but not limited to the marks and works that are listed and described in attached
Schedule A
, and is the licensee of other third party rights and works as defined herein that are listed and described in attached
Schedule B
, and certain trade secrets, data and know-how that are listed and described in attached
Schedule C
(hereinafter, collectively, the “
Holdings Intellectual Property
”).
|
A.
|
Limited is the parent entity of Holdings and is the owner of certain trade secrets, data, know-how and other intangible property that are listed and described in attached
Schedule C
(hereinafter, collectively the “
Limited Intellectual Property
”). The Holdings Intellectual Property and the Limited Intellectual Property are collectively referred to herein as the “
Licensed Property
”.
|
B.
|
Licensee is a subsidiary of Wynn America, LLC and Wynn America, LLC is a subsidiary of Limited. Licensee is in the process of developing, construction and eventually operating an integrated hotel and casino resort located in Everett Massachusetts (the “
Operations
”).
|
1.
|
License
. The Licensor grants the following licenses to the Licensee at the location specified herein.
|
1.01
|
Licensor provides to Licensee a non-exclusive license and/or non-exclusive sublicense to use the marks and works owned, or which will be owned, by the Licensor including but not limited to the marks and works listed in
Schedule A
, attached hereto, in connection with the operation, advertising, promotion, distribution and services of the Operations. The foregoing licenses granted in this Paragraph 1.01 shall hereinafter be known as the “
Trademark License
”.
|
1.02
|
Licensor provides Licensee a non-exclusive sublicense to the works listed in
Schedule B
, attached hereto, in connection with the operation,
|
1.03
|
Licensor provides to Licensee a non-exclusive license to use the data, trade secrets and know-how listed in
Schedule C
, attached hereto, developed by the Licensor and its employees, officers, directors and representatives, and such future items as may be provided from time to time for use in connection with the operation, advertising, promotion, distribution and services of the Operations. Licensor shall pay all costs associated with the development of such data, trade secrets and know-how and shall also be responsible for providing Licensee updates or upgrades to such materials. Licensee shall reimburse all installation and/or training costs incurred by Licensor in connection with providing Licensee such information. The foregoing license shall hereinafter be known as the “
Trade Secret and Know-How License
.”
|
1.04
|
Notwithstanding any other provision of this Agreement, including, without limitation, Sections 2.01 and 2.02 hereof, Licensee shall have the right to sublicense any or all of its rights under the Trademark License and the Copyright and Persona License to any lessee or sublessee operating or conducting business at the Operation of the Licensee (“
Approved Sublessee
”). The Trade Secret and Know-How License may not be sublicensed by the Licensee.
|
1.05
|
Licensee shall have the right to sublicense all of its rights and licenses granted pursuant to the Trademark License and the Copyright and Persona License in order to have persons other than Licensee produce and manufacture promotional products or the packaging thereof. Licensee will identify its products and manufacturers for the products to Licensor upon request. Licensee agrees that any person or entity licensed to manufacture such products shall be prohibited from manufacturing, producing, selling, distributing, or shipping products other than to the Licensee, the Licensor, or Approved Sublessees. Licensee further agrees to enforce such prohibition at its own expense and upon reasonable demand by Licensor.
|
2.
|
License Term
.
|
2.01
|
This Agreement shall be effective as of the Effective Date and shall continue until otherwise terminated under the provisions of this Agreement.
|
3.
|
Royalties
.
|
3.01
|
Licensee shall pay to Licensor an aggregate monthly licensing fee (the “
Licensing Fee
”) for each of the licenses granted herein in the amount and in accordance with the payment schedule set forth in
Schedule D
. Any withholding taxes associated with such payments shall be made
|
4.
|
Quality Control
.
|
4.01
|
Licensee agrees that the facilities, amenities, services and goods covered by this Agreement will be of high quality and that such amenities, services and products will be designed, manufactured, sold and distributed in full and complete compliance with all applicable laws of the relevant jurisdictions of the Operations. To this end, Licensee shall, first request that the Licensor inspect and approve any and all advertising, promotion, public relations material, merchandise, or promotional products (“
Product Sample
”) before manufacture or production. Any Product Sample that contains any of the Licensed Property submitted to Licensor shall be deemed approved unless Licensor disapproves the same in writing within thirty (30) days after receipt by Licensor.
|
4.02
|
All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance with prevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that the Licensor’s obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees to accept and comply, upon reasonable written notice, with such quality control provisions as may be required under the Licensor’s license agreements with third parties from whom Licensor has obtained the rights to the Licensed Property.
|
4.03
|
Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation of Licensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to the agreements listed on
Schedule B
. Accordingly, Licensee agrees to offer amenities or facilities of high quality standards and not to sell defective products (seconds) which bear the marks of the Licensed Property.
|
4.04
|
Licensee agrees to operate the Operations in a manner which meets or exceeds the following minimum quality standards: (a) the business shall be operated in compliance with all applicable laws and regulations of the relevant jurisdictions of the Operations, including, but not limited to, health, safety, fire and business codes, tax laws, gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintained in a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food and beverage services shall maintain
|
4.05
|
Licensor (directly or through its authorized agents) shall have the right to inspect the premises upon reasonable notice, at any time. If, at any time, the Licensee fails to operate the Operations in conformity with the quality standards set forth herein, Licensor shall notify Licensee in writing of any such deficiency. Licensee shall have thirty (30) days within which to cure such deficiency. If the Licensee fails to cure any such failure, then Licensor may, at its option, cure the failure and charge the Licensee for the expense of doing so. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effort to effect the cure, Licensor may extend the period to cure for a reasonable time, at Licensor’s sole and absolute discretion.
|
5.
|
Goodwill
. All goodwill arising from the use of the Licensed Property shall inure to the benefit of the Licensor, or the party from whom the Licensor obtained its rights.
|
6.
|
Use of Licensed Property and Persona
|
6.01
|
Licensee shall comply, within a period not to exceed thirty (30) days, with the commercially reasonable conditions set forth by the Licensor, in writing, from time to time, with respect to the style, appearance and manner of use of the Licensed Property and any trade secrets, data and know-how provided to the Licensee pursuant to this Agreement. The Licensee may not make any use of the Licensed Property that is not in compliance with this Agreement, unless Licensee obtains the prior written permission of Licensor. Licensor may, at its option, require that the Licensee, at Licensee’s cost, place a notice or notices acceptable to the Licensor of the Licensor’s respective registration of the marks, works or persona rights.
|
6.02
|
Licensee shall provide Licensor for prior approval copies of all print advertisements and marketing materials containing any of the Licensed Property prior to printing, publishing or distribution. Licensor shall not unreasonably withhold approval of such advertisements or marketing materials, and any disapproval shall specify the basis for such disapproval. In the event that the Licensor does not approve or disapprove of such use within thirty (30) days of receipt, the use shall be deemed to be approved.
|
6.03
|
Licensee agrees not to use any of the Licensed Property in connection with any other trademark or service mark not owned by Licensor without the express written permission of Licensor. Licensor shall not unreasonably withhold approval of such use, and any disapproval shall be in writing specifying the basis for the disapproval. In the event that the Licensor does not approve or disapprove such request within thirty (30) days of receipt, such request shall be deemed approved.
|
6.04
|
Licensee will not permit any person or entity that leases, subleases or rents any portion of the Operations, to use any of the Licensed Property without a written agreement.
|
7.
|
Termination
.
|
7.01
|
Upon any breach of this Agreement by the Licensor, the Licensee shall provide written notice to the Licensor, describing the nature of the breach. Except as provided in Paragraph 7.04 herein, the Licensor shall have ten (10) days within which to cure the breach. If the breach is not cured within that period of time, the Licensee may elect to terminate this Agreement. In the event that the cure cannot be accomplished within ten (10) days, but the Licensor has made a good faith effort to effect the cure, Licensee may extend the period to cure for a reasonable time, at Licensee’s sole and absolute discretion. Termination of the Agreement is effective upon receipt by the Licensor of the written notice of termination.
|
7.02
|
Upon any material breach of this Agreement by the Licensee, the Licensor shall provide written notice to the Licensee, describing the nature of the material breach. Except as provided in Paragraph 7.04 herein, the Licensee shall have thirty (30) days within which to cure the material breach. If the material breach is not cured within that period of time, the Licensor may elect to terminate this Agreement. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effort to effect the cure, Licensor may extend the period to cure for ninety (90) days, at Licensor’s sole and absolute discretion. Termination of the Agreement is effective upon receipt by the Licensee of the written notice of termination.
|
7.03
|
The Licensor may require the Licensee to terminate any license granted hereunder to any approved third party licensee, or other sublicensee, if any such approved third party licensee, or other sublicensee (a) materially breaches this license and fails to cure the breach upon thirty (30) days notice from Licensor; or (b) becomes insolvent or bankrupt. Licensor may, in its sole and absolute discretion, first seek to cure any such breach or failure prior to termination, but any such attempt to cure shall not restrict the Licensor’s right at any time to require termination as to the third party licensee or other sublicensee as otherwise provided in this Section.
|
7.04
|
Licensee acknowledges that Licensor and its affiliated companies conduct businesses that are subject to and exist because of privileged gaming licenses issued by governmental authorities. Licensee agrees that the Licensor shall have the right to terminate this Agreement in the event (1)(i) any such privileged license is suspended or revoked, or (ii) the Licensor in good faith deems that the acts of the Licensee jeopardizes any such privileged license, or the gaming business activities of the Licensor, or its affiliated companies (in each case, the “
Relevant Event
”); and (2) the Relevant Event continues for thirty (30) consecutive days after written notice has been provided to the Licensee describing the nature of the event or activity creating the problem for the privileged license.
|
7.05
|
Upon the termination of any agreement between Licensor and any third party for the license of any of the Licensed Property, including but not limited to termination of any of the agreements listed on
Schedule B
, the portions of this Agreement relating to (or granting a license pursuant to) such terminated agreement shall concurrently terminate, without affecting any other provisions of this Agreement (including the Licensing Fee) provided that the Licensor shall not exercise its right to terminate any of their rights to the Licensed Property, including but not limited to the termination of the agreements listed in Schedule B without the prior written consent of the Licensee and any of its third party licensees.
|
7.06
|
This Agreement shall automatically terminate one month after the occurrence of either of the following events: (1) Limited ceases to own, directly or indirectly a majority of the member’s interest of Licensee, or (ii) Limited ceases to have the ability to direct or cause the direction of the management and policies of Licensee.
|
8.
|
Indemnification
.
|
8.01
|
Licensee agrees to obtain, or cause to be obtained, insurance which provides personal injury and property damage and product liability coverage for any and all claims, suits, losses and damages arising out of the operation of the Licensee’s premises and sale of promotional merchandise, including coverage for any claims, suits, losses or damage arising out of negligence concerning the design, manufacture, distribution and sale of such promotional merchandise, from an insurance company, acceptable to Limited, providing coverage and defense. The coverage for each occurrence shall be at least US$5,000,000 with the deductible or self-insurance retention not greater than US$500,000 or such in such other amounts as Limited may advise Licensee. Licensee shall maintain or cause to be maintained public liability insurance coverage during the term of this Agreement. Licensor shall be named as an additional insured and shall receive notice of any cancellation of insurance from the insurance carrier not less than 30 days prior to effective date of such cancellation.
|
8.02
|
Licensor shall defend, indemnify and hold Licensee and all of Licensee’s directors, officers, employees, agents, affiliates, sublicensees, sublessors and assigns (collectively, the “
Licensed Protected Parties
”) harmless from and against any demand, claims and losses arising from any third party claim alleging infringement of Licensed Property.
|
8.03
|
Licensee shall defend, indemnify and hold Licensor and its directors, officers, employees, agents and affiliates (collectively, “
Licensor’s Protected Parties
”) harmless from and against any and all demands, claims, losses or damages by reason of premise liability or product defect or negligent design or manufacture by or for the Licensee, or arising from the Licensee’s operation of the Operations.
|
9.
|
Notices
. Except as otherwise set forth herein, any notices, statements or payments required to be made or given under this Agreement shall hand delivered or sent via registered mail, postage prepaid or by facsimile, to the following persons and addresses which may change or be modified at any time in writing by the receiving parties.
|
To Holdings
:
|
Wynn Resorts Holdings, LLC
3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, United States
Fax No.: (702) 770-1349 Attention: General Counsel |
To Limited
:
|
Wynn Resorts, Limited
3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, United States
Fax No.: (702) 770-1349 Attn: General Counsel |
To Licensee
:
|
Wynn MA, LLC
3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109, United States
Fax No.: (702) 770-1349
Attention: General Counsel
|
10.
|
Miscellaneous
.
|
10.01
|
The parties each represent and warrant to the other that their own officer, or other duly authorized representative executing this Agreement, has the full power and authority to do so on their behalf.
|
10.02
|
This Agreement shall be construed without regard to the rule of presumption requiring construction against the party who drafted the agreement, or caused it to be drafted. Neither party shall be deemed to
|
10.03
|
The parties agree that they have each read and understand this Agreement; they understand its content and meaning; and they have executed it of their own free will in accordance with their own judgment, after having the opportunity to obtain the advice of counsel and having actually received the advice of counsel. The parties acknowledge that they have not been coerced, influenced or induced to execute this Agreement by any improper action.
|
10.04
|
To facilitate the execution of this Agreement by the parties, the parties may execute it in subparts, and the signature transmitted by facsimile shall have the same force and effect as the original signature.
|
10.05
|
This Agreement shall be subject to, governed by and construed according to the laws of Nevada or, where applicable, federal statutory and common law. Any dispute regarding or relating to this Agreement shall be non-exclusively adjudicated in a court of competent jurisdiction in the State of Nevada.
|
10.06
|
No term or provision hereof shall be construed to be waived by any party, and no breach shall be excused by a party, unless such waiver or consent in writing, signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by any party.
|
10.07
|
The schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the schedules.
|
10.08
|
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements unless otherwise provided. Each party acknowledges and agrees by executing this Agreement that it is not relying upon any representation or promise whatsoever that is not contained herein and that any such representation or promise is acknowledged to be immaterial. Accordingly, each party to this Agreement waives the defense or claims of fraud in inducement or mistake of law or fact to any claim arising out of, based on, or related to this Agreement, except with respect to the express representations set forth in this Agreement.
|
1.
|
Customer Lists, include, but not limited to, all customer data and information that may reside on Licensee’s computer systems.
|
Licensing Fee:
|
Prior to the opening of the Operations to the general public Licensee shall pay a monthly licensing fee of One Million Five Hundred Thousand Dollars ($1,500,000). Commencing on the date that the Operations open to the general public, Licensee shall pay a monthly Licensing Fee to Licensor equal to three percent (3%) of Licensee’s IP gross monthly revenues
For the avoidance of doubt, a reference to “IP gross monthly revenues” refers to the Licensee’s IP gross revenues at the end of each calendar month. “IP gross revenues” refers to Licensee’s total operating revenues as adjusted by adding back discounts and promotional allowances. The calculation of Licensee’s operating revenues, promotional allowances, and discounts in connection with the IP gross revenues in connection with this Agreement shall always be consistent with the Licensee’s accounting policies. If any subsidiary of the Licensee requires the Licensed Property, “IP gross revenue” and “IP monthly gross revenue” will be interpreted to include the gross revenues of such subsidiary.
|
Timing of Payments:
|
The Licensing Fee shall be payable by Licensee not later than the last business day of the month following the month in which it was earned. The Licensor shall inform Licensee of the account or accounts to be used by Licensee for payment.
|
|
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Wynn Resorts, Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 29, 2016
|
|
|
|
/s/ Stephen A. Wynn
|
|
|
|
|
Stephen A. Wynn
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Wynn Resorts, Limited;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 29, 2016
|
|
|
|
/s/ Stephen Cootey
|
|
|
|
|
Stephen Cootey
|
|
|
|
|
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Stephen A. Wynn
|
Name:
|
Stephen A. Wynn
|
Title:
|
Chairman and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date:
|
February 29, 2016
|
|
/s/ Stephen Cootey
|
Name:
|
Stephen Cootey
|
Title:
|
Chief Financial Officer and Treasurer
|
|
(Principal Financial and Accounting Officer)
|
Date:
|
February 29, 2016
|