Form 8937 (Rev. December 2011)

Form 8937

(December 2011)

Report of Organizational Actions

Affecting Basis of Securities

OMB No. 1545-2224

Part I Reporting Issuer
1 Issuer's name 2 Issuer's employer identification number (EIN)
3 Name of contact for additional information 4 Telephone No. of contact 5
6 Number and street (or P.O. box if mail is not delivered to street address) of contact 702-770-7000 www.wynnresorts.com - Contact Us
8 Date of action 9 Classification and description
10 CUSIP number 11 Serial number(s) 12 Ticker symbol 13 Account number(s)
14 Describe the organizational action and, if applicable, the date of the action or the date against which shareholders' ownership is measured for the action ▶ A portion of certain distributions listed in the attached statement are nondividend distributions. A nondividend distribution occurs when all or a portion of a distribution exceeds the earnings and profits available for distribution.
See statement attached for details.
Describe the quantitative effect of the organizational action on the basis of the security in the hands of a U.S. taxpayer as an adjustment per share or as a percentage of old basis ▶ The portion of each distribution that is a nondividend distribution reduces the shareholder's cost basis in their shares of the Issuer on which the distribution was paid. The nondividend distribution in excess of the shareholder's cost basis in their shares of the Issuer may be treated as capital gain.
See statement attached for details.
Describe the calculation of the change in basis and the data that supports the calculation, such as the market values of securities and the valuation dates ▶ Issuer's computation of earnings and profits for the year ended December 31, 2012 was completed in January 2013.
The Issuer's current and accumulated earnings were compared to the distributions listed in the attached statement paid during the year ended December 31, 2012. The nondividend distribution is the amount of certain distributions listed in the attached statement and paid during the taxable year ended December 31, 2012 in excess of the Issuer's current and accumulated earnings and profits.
See statement attached for details.

Part II Organizational Action (continued)

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Signature Date
Print your name ▶ A signed copy is maintained by the issuer
Paid Preparer Use Only Print/Type preparer's name Preparer's signature Date Check if self-employed
Firm's name Firm's EIN
Firm's address Phone no.

17 List the applicable Internal Revenue Code section(s) and subsection(s) upon which the tax treatment is based a Internal Revenue Code Sections 301, 312, and 316.

18 Can any resulting loss be recognized? aNo.


Wynn Resorts, Limited

Employer Identification Number

46-0484987

Organizational Actions Affecting Cost Basis: Nondividend Distribution

Wynn Resorts, Limited has determined that a portion of certain distributions listed below and paid during the calendar year ended December 31, 2012 are classified as a Nondividend distributions.

Declaration Date Record Date Payment Date Dividend per share($) Dividend Distribution Nondividend Distribution
2/2/2012 2/16/2012 3/1/2012 $ 0.50 100.00% 0.00%
5/7/2012 5/21/2012 6/4/2012 $ 0.50 100.00% 0.00%
7/17/2012 7/31/2012 8/14/2012 $ 0.50 100.00% 0.00%
10/24/2012 11/7/2012 11/20/2012 $ 8.00 21.48% 78.52%