Wynn Resorts (WYNN) 10-K risk factor changes: FY2015 vs FY2014

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

A significant number of our gaming customers at Wynn Macau [added: | Encore] come from mainland China.

[removed: Any] [added: Continued] economic [removed: disruption or] [added: disruption,] contraction [added: and uncertainty] in China could [removed: disrupt] [added: further impact] the number of patrons visiting our [removed: property] [added: Macau Operations] or the amount they may be willing to spend.

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

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

The overall effect of the campaign and monetary transfer restrictions may [added: continue to impact or] result in [removed: decreased visitation] [added: an even greater decline in visitations] and [added: may continue to] negatively affect our revenues and results of operations.

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

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

[removed: On February 18, 2012, the Board of Directors of Wynn Resorts received a report from Freeh, Sporkin & Sullivan, LLP detailing] [added: The Freeh Reported detailed] numerous instances of conduct constituting prima facie violations of the Foreign Corrupt Practices Act (the [removed: “FCPA”)] [added: "FCPA")] by Kazuo Okada (formerly the largest beneficial owner of our shares) and certain of his affiliates.

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

Relatedly, regulators have and may pursue separate investigations into the [removed: Company’s] [added: Company's] compliance with applicable laws in connection with the Okada matter, as discussed in Item [removed: 3—“Legal Proceedings”.][added: 8—"Financial Statements and Supplementary Data," Note 17]

[added: "Commitments and Contingencies."] While the Company believes that it is in full compliance with all applicable laws, any such investigations could result in actions by regulators against the Company, which could negatively affect the [removed: Company’s] [added: Company's] financial condition or results of operations.

[removed: On February 18, 2012, after] [added: After] receiving the Freeh Report, the Board of Directors of Wynn Resorts determined that each of the Okada Parties was [removed: “unsuitable”] [added: "unsuitable"] within the meaning of Article VII of Wynn [removed: Resorts’] [added: Resorts'] articles of incorporation and redeemed all of [removed: Aruze’s] [added: Aruze's] shares of Wynn [removed: Resorts’] [added: Resorts'] common stock.

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

[added: See Item 8—"Financial Statements and Supplementary Data," Note 17 "Commitments and Contingencies."] On February 19, 2012, Wynn Resorts filed a complaint in the Eighth Judicial District Court, Clark County, Nevada against the Okada Parties (as amended, the [removed: “Complaint”),] [added: "Complaint"),] alleging breaches of fiduciary duty and related claims (the [removed: “Redemption Action”)] [added: "Redemption Action")] arising from the activities addressed in the Freeh Report.

In connection with the Redemption Action and Counterclaim (1) various Okada Parties filed a complaint in the Tokyo District Court against the Company, all members of the Board of Directors (other than Mr. Okada) and the [removed: Company’s] [added: Company's] General Counsel alleging that the press release issued by the Company in connection with the Redemption Action has damaged their social evaluation and credibility and seeking damages and legal fees, (2) four federal derivative actions were commenced against the Company and all members of its Board of Directors, (3) two state derivative actions were commenced against the Company and all members of its Board of Directors [removed: and] (4) regulatory inquiries and investigations were initiated against the [removed: Company.][added: Company, and (5) the Okada Parties filed a complaint in the Court of First Instance of Macau (against Wynn Macau SA and certain individuals who are or were directors of Wynn Macau SA and/or Wynn Macau, Limited.]

See Item [removed: 3—“Legal Proceedings”,] [added: 8—"Financial Statements and Supplementary Data," Note 17 "Commitments and Contingencies,"] for a full description of these matters and status as of the date of this report.

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

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

In determining this fair value, we estimated the Redemption [removed: Note’s] [added: Note's] present value using discounted cash flows with a [removed: probability weighted] [added: probability-weighted] expected return for redemption assumptions and a discount [removed: rate] [added: rate,] which included time value and non-performance risk adjustments commensurate with [added: the] risk of the Redemption Note.

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

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

A change in any of the assumptions discussed above could result in a change in the fair value of this Redemption Note and significantly impact our [removed: results of operations.][added: financial results.]

[removed: The Company has been subject] [added: From time] to [added: time, the Company receives] governmental and regulatory inquiries about compliance with such laws and [removed: regulations and continues to cooperate with all such inquiries.][added: regulations.]

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

Internal control policies and procedures and employee training and compliance programs that we have implemented to deter prohibited practices may not be effective in prohibiting our directors, employees, contractors or agents from violating or [removed: circumventing our policies and the law.]

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

Our Macau [removed: operations] [added: Operations] face intense competition with approximately [removed: 35] [added: 36] casinos currently operating in Macau.

Several of the current concessionaires and subconcessionaires [removed: are expected to open] [added: have opened] additional facilities in the Cotai area of Macau [removed: over the next few years.][added: during 2015 or expect to open in 2016 and 2017.]

[removed: The additional] [added: These] Cotai facilities [removed: currently with planned opening dates in 2015 and 2016] are expected to increase total hotel room inventory by [removed: over 40%] [added: approximately 25.5% from the current inventory] and significantly increase other gaming and non-gaming offerings in Macau.

Our Macau resort complex also faces competition from casinos located in other areas of Asia, [removed: including the] [added: such as Resorts World Sentosa and] Marina Bay Sands [added: in Singapore] and Resorts World [removed: Sentosa resorts operating in Singapore, Genting Highlands Resort, a major gaming and resort destination] [added: Genting,] located outside [removed: of] Kuala Lumpur, [removed: Malaysia, and casinos in the Philippines.][added: Malaysia.]

Further, if current efforts to legalize gaming in other Asian countries are successful, [removed: our Wynn Macau resort] [added: we] will face additional regional competition.

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

If these contingencies are not sufficient to cover these costs, [added: or if] we [added: are not able to recover damages for these delays and contingencies, we] may not have the funds required to pay the excess costs and these projects may not be completed.

Construction, equipment or staffing problems or difficulties in obtaining any of the requisite licenses, permits and authorizations from regulatory authorities could increase the total cost, delay or prevent the construction or opening or otherwise affect the design and features of Wynn [removed: Palace.][added: Palace and/or the Wynn resort in Massachusetts.]

The demands [removed: caused] [added: imposed] by new developments on our managerial, operational and other resources may impact our operation of our existing [removed: results.][added: resorts.]

We will extend [added: casino] credit to those customers whose level of play and financial resources, in the opinion of management, warrant such an extension.

Wynn Las [removed: Vegas.][added: Vegas | Encore.]

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

In addition to the element of chance, win rates are also affected by other factors, including [removed: players’] [added: players'] skill and experience, the mix of games played, the financial resources of players, the spread of table limits, the volume of bets [removed: played and] [added: played,] the amount of time [removed: played.][added: played and undiscovered acts of fraud or cheating.]

Also, consumer demographics and preferences may evolve over time, which, for example, has resulted in recent growth in consumer demand for non-gaming offerings.

Our success depends in part on our ability to anticipate the preferences of consumers and react to those trends and any failure to do so may negatively impact our operating results.

On November 18, 2015, we were notified by the general contractor of Wynn Palace that the facility will not be ready to open by the projected early completion date of March 25, 2016.

The general contractor has expressed its commitment to the completion of the project by the required date but has advised us that they dispute our assessment of liquidated damages.

On February 18, 2012, Wynn Resorts' Gaming Compliance Committee received an independent report by Freeh, Sporkin & Sullivan, LLP (the "Freeh Report") detailing a pattern of misconduct by the Okada Parties.

As of December 31, 2015 and 2014, the fair value of the Redemption Note was $1.88 billion and $1.94 billion, respectively.

The Company cooperates with all such inquiries.

circumventing our policies and the law.

We also face competition from casinos in the Philippines, such as Solaire Resort and Casino and City of Dreams Manila.

The casino credit we extend is generally unsecured and due on demand.

Wynn Macau | Encore.

Current and any future difficulties could adverse impact our results of operations.

higher commissions, or the loss of business to a competitor or the loss of certain relationships with gaming promoters.

The Macau government has established a maximum number of gaming tables that may be operated in Macau and may limit the number of new gaming tables at new gaming areas in Macau, including our development project, Wynn Palace.

The Macau government has imposed a cap on gaming tables and restricts the number of gaming tables that may be operated in Macau.

We may not be able to obtain Macau government's approval to operate a sufficient number of gaming tables at our development project, Wynn Palace.

These restrictions may have a material adverse effect on our business, financial condition, results of operations or cash flows.

The Company expects to open Wynn Palace in the first half of 2016; however, potential construction delays could push the opening date into the second half of 2016.

If transportation facilities to and from Macau are inadequate to meet the demands of an increased

As of December 31, 2015, Wynn Resorts owns approximately 72% of Wynn Macau's ordinary shares of common stock.

As of December 31, 2015, the fair value of the Redemption Note was $1.88 billion.

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

| • | undergo a change of control; |

| | |

| --- | --- |

We utilized an independent third party valuation to assist in the determination of this fair value.

pending litigation with the Okada Parties (see Item 8—“Financial Statements and Supplementary Data”, Note 17 “Commitments and Contingencies”); the outcome of on-going investigations of Aruze by the United States Attorney’s Office, the U.S. Department of Justice and the Nevada Gaming Control Board; and other potential legal and regulatory actions.

As a result of this analysis, we concluded the Redemption Notes’ stated rate of 2% approximated a market rate.

This credit is unsecured.

Wynn Macau.

However, in the event of a substantial loss, the insurance

Wynn Macau, Limited sold through an initial public offering, 1,437,500,000 shares, 27.7% of this subsidiary’s common stock.

In addition, until February 2012, Aruze owned 24,549,222 shares of our outstanding common stock.

Directors each of the nominees contained on each and every slate of directors endorsed by Mr. Wynn, which slate will include, subject to certain exceptions, Elaine P.

Wynn.

Certain Wynn Las Vegas, LLC indentures provide that if Mr. Wynn, together with certain related parties, in the aggregate beneficially owns a lesser percentage of the outstanding common stock of the Company than is beneficially owned by any other person, a change of control will have occurred.

If Elaine P.

Wynn prevails in her cross claim, Mr. Wynn would not beneficially own or control Elaine P.

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

Our [removed: Macau] integrated [added: Macau] resort of Wynn Macau and Encore at Wynn Macau features approximately 284,000 square feet of casino space with [removed: 498] [added: 458] table games and [removed: 625] [added: 708] slot machines and two luxury hotel towers with a total of 1,008 [removed: spacious] guest rooms and suites.

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

In February 2015, we completed [removed: a] [added: the] renovation of approximately 27,000 square feet of our casino space at Wynn Macau [removed: into] [added: for] new VIP gaming rooms.

Our integrated Las Vegas resort of Wynn Las Vegas and Encore at Wynn Las Vegas features approximately 186,000 square feet of casino space with 232 table games, [removed: 1,849] [added: 1,866] slot machines and two luxury hotel towers with a total of 4,748 [removed: spacious] guest rooms, suites and villas.

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

In response to our evaluation of our Las Vegas Operations and [removed: the reactions of] our [removed: guests,] [added: commitment to creating a unique customer experience,] we have [added: made] and expect to continue to make enhancements and refinements to [removed: our] [added: this] resort.

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

In July 2013, we signed a [removed: $2.6] [added: $2.7] billion GMP contract for the project's construction.

As of December 31, [removed: 2014,] [added: 2015,] we have invested approximately [removed: $1.8] [added: $3.5] billion in the project.

We expect to open Wynn Palace in the first half of [added: 2016; however, potential construction delays could push the opening date into the second half of] 2016.

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

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

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

Our expected table games win percentage in Las Vegas is 21% to [removed: 24%.][added: 25%.]

| | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Net revenues | $ | [removed: 5,433,661] [added: 4,075,883] | | | $ | [removed: 5,620,936] [added: 5,433,661] | | | $ | [removed: 5,154,284] [added: 5,620,936] | |

| Net income attributable to Wynn Resorts, Limited | $ | [removed: 731,554] [added: 195,290] | | | $ | [removed: 728,652] [added: 731,554] | | | $ | [removed: 502,036] [added: 728,652] | |

| Diluted net income per share | $ | [removed: 7.18] [added: 1.92] | | | $ | [removed: 7.17] [added: 7.18] | | | $ | [removed: 4.82] [added: 7.17] | |

| Adjusted Property EBITDA | $ | [removed: 1,773,278] [added: 1,185,789] | | | $ | [removed: 1,810,801] [added: 1,773,278] | | | $ | [removed: 1,575,812] [added: 1,810,801] | |

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

Although we experienced stable overall visitation to our Macau [removed: Operations,] [added: Operations during 2014,] a significant slowdown in activity from our premium customers drove the decline in casino revenues.

During the year ended December 31, [removed: 2013,] [added: 2015,] our net income attributable to Wynn Resorts, Limited was [removed: $728.7] [added: $195.3] million, [removed: an increase] [added: a decrease] of [removed: 45.1%] [added: 73.3%] over the same period of [removed: 2012,] [added: 2014,] resulting in diluted earnings per share of [removed: $7.17.][added: $1.92.]

Adjusted Property EBITDA [removed: increased] [added: decreased] year-over-year by [removed: 14.9%,] [added: 33.1%,] from [removed: $1,575.8] [added: $1,773.3] million for the year ended December 31, [removed: 2012] [added: 2014] to [removed: $1,810.8] [added: $1,185.8] million for the [removed: same period of 2013.]

Net revenues [removed: decreased] [added: increased] 3.3% to $5,433.7 million for the year ended December 31, 2014, from $5,620.9 million for the same period in 2013.

The decline in net revenues was primarily driven by a decrease of 5.8%, or $221.1 [removed: million] [added: million,] in casino revenue from our Macau Operations, partially offset by an increase of 5.8%, or $51.8 million, in non-casino revenues from our Las Vegas Operations.

Casino revenues were 78.7% of total net revenues for the year ended December 31, [removed: 2014] [added: 2014,] compared to 79.9% of total net revenues for the same period of 2013, while non-casino revenues were 21.3% of total net [removed: revenues] [added: revenues,] compared to 20.1% in the prior year.

The decrease is primarily due to a decrease from our VIP gaming operations, partially offset by an increase [removed: of 7.1%] in table games win [removed: percentage] [added: of 19.7%] from our mass market gaming operations.

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

| [removed: Drop] [added: Table drop] | $ | 2,556,452 | | | $ | 2,617,634 | | | $ | (61,182 | ) | | (2.3 | ) |

Non-casino revenues increased 2.6%, or $29.1 million, to $1,159.4 million for the year ended December 31, 2014, from $1,130.3 million for the same period of 2013, driven by a 10.3% increase in [removed: rooms revenue.][added: room revenues.]

[removed: Rooms revenue] [added: Room revenues] increased 10.3%, or $50.5 million, to $542.8 million for the year ended December 31, 2014, from $492.2 million in the same period of 2013.

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

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

| Total [removed: rooms revenue] [added: room revenues] (in thousands) | $ | 133,781 | | | $ | 114,638 | | | 16.7 |

| Total [removed: rooms revenue] [added: room revenues] (in thousands) | $ | 408,981 | | | $ | 377,592 | | | 8.3 |

[removed: Rooms expense] [added: Room expenses] increased 11.1%, or $14.8 million, to $148.3 million for the year ended December 31, 2014, from $133.5 million for the same period of 2013.

The increase is due to certain [removed: rooms expense] [added: room expenses] from our Las Vegas Operations to maintain a premium guest experience and expenses associated with the increase in occupancy over the prior year at both our Macau and Las Vegas Operations.

General and administrative expenses increased 9.7%, or $43.7 million, to $492.5 million for the year ended December 31, [removed: 2014,] [added: 2014] from $448.8 million in the same period of 2013 primarily from our Macau Operations.

In October 2015, we closed the Ferrari and Maserati automobile dealership inside Wynn Las Vegas.

We have obtained relevant approvals to transform the dealership and adjacent space into additional retail space.

In November 2015, we completed the remodel of all guest rooms in our Encore hotel tower, completed the remodel of one of our restaurants and began the re-branding of one of our night clubs, which is scheduled for completion in April 2016.

In December 2015, we opened a 5,000 square-foot luxury lounge for gaming and entertainment in Encore.

In November 2014, the Company was awarded a gaming license to develop and construct an integrated resort in Everett, Massachusetts, adjacent to Boston.

The resort will be located on a 33-acre site along the Mystic River.

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

We have begun site remediation, site preparation and pre-construction activities.

| • | 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. |

Commencing in the second quarter of 2015, the sum of these purchases is the base of measurement used for calculating win percentage in our mass market casino in accordance with standard Macau industry practice.

All prior period amounts have been adjusted to conform to this new measurement.

same period of 2015.

Our results reflect continued weak performance from our Macau Operations, with a reduction in VIP turnover of 46.4% for the year ended December 31, 2015, compared to the same period of 2014.

The VIP turnover reduction is a result of the current economic and political conditions in Macau and China as well as the effect of regional economic factors on gaming promoters and our premium customers.

We continue to experience a significant slowdown in activity from our premium customers with a reduction in overall visitation at our Macau Operations.

| | 2015 | | | | 2014 | | | | Percent Change | |

| Macau Operations | $ | 2,463,092 | | | $ | 3,796,750 | | | (35.1 | ) |

| Las Vegas Operations | 1,612,791 | | | | 1,636,911 | | | | (1.5 | ) |

| | $ | 4,075,883 | | | $ | 5,433,661 | | | (25.0 | ) |

The decline is primarily due to a decrease of 35.5%, or $1,273.9 million, in casino revenues from our Macau Operations.

| | 2015 | | | | 2014 | | | | Percent Change | |

| Casino revenues | $ | 2,932,419 | | | $ | 4,274,221 | | | (31.4 | ) |

| Non-casino revenues | 1,143,464 | | | | 1,159,440 | | | | (1.4 | ) |

| | $ | 4,075,883 | | | $ | 5,433,661 | | | (25.0 | ) |

This increase in non-casino revenues as a percentage of total net revenues reflects performance of non-gaming amenities, such as Las Vegas nightclubs and continued high occupancy and use of our facilities, in contrast to the decline in VIP gaming revenue in Macau.

The decline is primarily due to the continued weak gaming environment affecting our Macau Operations, which experienced a year-over-year decrease in casino revenues of 35.5% from $3,586.8 million to $2,312.9 million.

Our VIP gaming operations drove the Macau Operations casino revenue reduction, with $57.92 billion in VIP turnover for the year ended December 31, 2015, compared to $108.08 billion for the same period of 2014.

In addition, our mass market gaming operations contributed to the decline in casino revenues from our Macau Operations with a 12.0% decrease in table drop combined with a reduction in table games win percentage of 1.9 percentage points.

Our VIP tables decreased from 248 at December 31, 2014 to 190 at December 31, 2015 based on current operating environment and customer demand.

| Total casino revenues | $ | 2,312,925 | | | $ | 3,586,781 | | | $ | (1,273,856 | ) | | (35.5 | ) |

| 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 | | | | | |

| 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 | |

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

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

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

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

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

| | |

| --- | --- |

The measurement base used in the mass market casino in Macau is not the same as that used in the VIP casino.

The cash used to purchase the cash chips at the gaming tables is deposited into the gaming table’s drop box.

This is the base of measurement that we use for calculating win percentage in our mass market casino.

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

Because of the large number of chip purchases occurring at the casino cage, we believe the relevant indicator of volumes in the mass market segment should be table games win.

Our results for the year ended December 31, 2013 compared to the same period of 2012 were primarily driven by an increase of 10.6%, or $365.4 million in casino revenue from our Macau Operations and an increase of 15.3%, or $90.5 million in casino revenues from our Las Vegas Operations.

| Drop (1) | $ | 2,650,359 | | | $ | 2,633,870 | | | $ | 16,489 | | | 0.6 | |

| Table games win % (1) | 44.8 | | % | | 37.7 | | % | | 7.1 | | | | | |

| (1) | Customers purchase mass market casino gaming chips at either the gaming tables or the casino cage. Chips purchased at the casino cage are excluded from table games drop and will increase the expected win percentage. Because of the large number of chip purchases occurring at the casino cage in our Macau mass market casino, we believe the relevant indicator of volumes in the mass market casino should be actual table games win. |

| | | | | | | | | | |

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

and other miscellaneous items.

Since June 30, 2010, we have no longer considered our portion of the tax earnings and profits of Wynn Macau, Limited to be permanently reinvested.

No additional U.S. tax provision has been made with respect to amounts not considered permanently reinvested as we anticipate that U.S. foreign tax credits should be sufficient to eliminate any U.S. tax provision relating to such repatriation.

We have not provided deferred U.S. income taxes or foreign withholding taxes on temporary differences which are considered indefinitely reinvested.

In December 2013, we received notification that for the 2014 tax year we had been accepted for the Compliance Maintenance phase of the Internal Revenue Service ("IRS") Compliance Assurance Program ("CAP"), which accelerates IRS examination of key transactions with the goal of resolving any issues before the taxpayer files its return.

In the Compliance Maintenance phase, the IRS, at its discretion, may reduce the level of review of the taxpayer's tax positions based on the complexity and number of issues, and the taxpayer's history of compliance, cooperation and transparency in the CAP.

In December 2014, we received notification that we were accepted into the Compliance Maintenance phase of CAP for the 2015 tax year.

| Macau Operations | $ | 4,040,526 | | | $ | 3,667,454 | | | 10.2 |

| Las Vegas Operations | 1,580,410 | | | | 1,486,830 | | | | 6.3 |

| | $ | 5,620,936 | | | $ | 5,154,284 | | | 9.1 |

The net revenue growth was primarily driven by an increase of 10.6%, or $365.4 million in casino revenue from our Macau Operations and an increase of 15.3%, or $90.5 million in casino revenues from our Las Vegas Operations.

| Casino revenues | $ | 4,490,637 | | | $ | 4,034,759 | | | 11.3 |

| Non-casino revenues | 1,130,299 | | | | 1,119,525 | | | | 1.0 |

Our Macau Operations experienced a year-over-year increase in casino revenues of 10.6% from $3,442.5 million to $3,807.9 million.

The increase is primarily due to stronger table game volumes in both mass market and VIP gaming operations.

Our Las Vegas Operations experienced a 15.3% increase in casino revenues from $592.3 million for the year ended December 31, 2012 to $682.8 million in the same period of 2013 due to a significant increase in our table games win percentage.

| Total casino revenues | $ | 3,807,850 | | | $ | 3,442,451 | | | $ | 365,399 | | | 10.6 | |

| VIP turnover | $ | 122,991,763 | | | $ | 119,251,854 | | | $ | 3,739,909 | | | 3.1 | |

| VIP win as a % of turnover | 3.01 | | % | | 2.84 | | % | | 0.17 | | | | | |

| Drop (1) | $ | 2,633,870 | | | $ | 2,764,664 | | | $ | (130,794 | ) | | (4.7 | ) |

| Table games win | $ | 992,872 | | | $ | 843,001 | | | $ | 149,871 | | | 17.8 | |

| Table games win % (1) | 37.7 | | % | | 30.5 | | % | | 7.2 | | | | | |

The following table provides estimated future cash flow information derived from our best estimates of repayments at December 31, [removed: 2014] [added: 2015,] of our expected long-term indebtedness and related weighted average interest rates by expected maturity dates.

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

The one-month LIBOR and HIBOR rates at December 31, [removed: 2014] [added: 2015] of [removed: 0.17%] [added: 0.42%] and [removed: 0.24%, respectively] [added: 0.22%, respectively,] were used for all variable rate calculations in the table below.

| | | [removed: 2015 | | | |] 2016 | | | | 2017 | | | | 2018 | | | | 2019 | | | | [added: 2020 | | | |] Thereafter | | | | Total | | |

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

| Fixed rate | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | [removed: 6,260] [added: 6,486] | | | $ | [removed: 6,260] [added: 6,486] | |

| Average interest rate | | — | | % | | — | | % | | — | | % | | — | | % | | — | | % | | [removed: 4.8] [added: 4.3] | | % | | [removed: 4.8] [added: 4.3] | | % |

| Average interest rate | | — | | % | | — | | % | | [removed: 2.0] [added: 2.1] | | % | | 2.0 | | % | | [removed: —] [added: 2.0] | | % | | [removed: —] [added: 2.0] | | [added: %] | | 2.0 | | % |

Changes in the fair values of our interest rate swaps for each reporting period recorded are, and will continue to be, recognized as [removed: an increase (decrease)] [added: a change] in swap fair value in our Consolidated Statements of Income, as the swaps do not qualify for hedge accounting.

These interest rate swaps fix the all-in interest rate on such amounts at [removed: 2.48%] [added: 2.23%] to [removed: 3.23%.][added: 2.98%.]

Under the third swap agreement, we pay a fixed interest rate (excluding the applicable interest margin) of 0.68% on notional amounts corresponding to borrowings of $243.8 million incurred under the Wynn Macau Credit Facilities in exchange [added: for receipts on the same amount at a variable rate based on the applicable LIBOR at the time of payment.]

This interest rate swap fixes the all-in interest rate on such amounts at [removed: 2.43%] [added: 2.18%] to [removed: 3.18%.][added: 2.93%.]

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

The following table provides information about our interest rate swaps, by contractual maturity dates, as of December 31, [removed: 2014] [added: 2015] and using estimated future LIBOR and HIBOR rates based upon implied forward rates in the yield curve.

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

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

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

| Average receive rate | | — | | % | | [removed: —] [added: 0.77] | | % | | [removed: 0.60] [added: —] | | % | | — | | % | | — | | % | | — | | % | | [removed: 0.60] [added: 0.77] | | % |

As of December 31, [removed: 2014,] [added: 2015,] approximately [removed: 96% all] [added: 78%] of our debt was based on fixed rates, including the notional amounts related to interest rate swaps.

Based on our borrowings as of December 31, [removed: 2014,] [added: 2015,] an assumed 1% change in the variable rates would cause our annual interest cost to change by [removed: $3.3] [added: $20.6] million.

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

Based on our balances at December 31, [removed: 2014,] [added: 2015,] an assumed 1% change in the US dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of approximately [removed: $6.1] [added: $23.4] million.

As of December 31, 2015,

| Variable rate | | $ | — | | | $ | — | | | $ | 123 | | | $ | 281 | | | $ | 912 | | | $ | 1,492 | | | $ | 2,809 | |

As of December 31, 2015, interest rate swaps were recorded as an asset of $0.7 million included in deposits and other assets and as a liability of $0.1 million included in other long-term liabilities in the accompanying Consolidated Balance Sheet.

| | | 2016 | | | | 2017 | | | | 2018 | | | | 2019 | | | | 2020 | | | | Thereafter | | | | Total | | |

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

Macau Operations

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

Las Vegas Operations

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

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

Approximately 18.7% of our cash balances are denominated in foreign currencies, primarily the Hong Kong Dollar.

Wynn Resorts, Limited, ("Wynn [removed: Resorts",] [added: Resorts,"] or together with its [removed: subsidiaries] [added: subsidiaries,] "we" or the "Company"), led by Chairman and Chief Executive Officer, Stephen A.

Wynn, is a leading developer, owner and operator of destination casino resorts (integrated resorts) [removed: which] [added: that] integrate [added: hotel] accommodations and [added: a wide range of] amenities, including fine [removed: dining,] [added: dining outlets,] premium retail offerings, distinctive entertainment [added: theaters] and [removed: convention facilities.][added: large meeting complexes.]

We are currently constructing Wynn Palace, an integrated resort in the Cotai area of Macau, which we expect to open in the first half of [added: 2016; however, potential construction delays could push the opening date into the second half of] 2016.

In November 2014, we were awarded a gaming license [removed: in Massachusetts and expect] to develop and construct an integrated resort in Everett, [removed: Massachusetts.][added: Massachusetts, adjacent to Boston.]

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

[removed: On April 21, 2010, we] [added: We] opened [added: Wynn Macau on September 6, 2006 and opened] Encore at Wynn Macau, an expansion of Wynn [removed: Macau.][added: Macau, on April 21, 2010.]

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

Wynn Macau | Encore features the following as of February [removed: 13, 2015:][added: 12, 2016:]

| • | Approximately 284,000 square feet of casino space offering 24-hour gaming [removed: and a full range of games] with [removed: 498] [added: 458] table games and [removed: 625] [added: 708] slot machines, private gaming salons, sky casinos and a poker pit; |

| • | Two luxury hotel towers with a total of 1,008 [removed: spacious] guest rooms and suites; |

| • | [removed: Rotunda] [added: A rotunda] show featuring a Chinese zodiac-inspired ceiling along with gold "prosperity tree" and "dragon of fortune" attractions. |

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

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

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

Wynn Las Vegas | Encore features the following as of February [removed: 13, 2015:][added: 12, 2016:]

| • | Approximately 186,000 square feet of casino space, offering 24-hour gaming [removed: and a full range of games] with 232 table games and [removed: 1,849] [added: 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 [removed: spacious] guest rooms, suites and villas; |

| • | 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, [removed: Manolo Blahnik,] [added: Moncler,] Nicholas Kirkwood, [removed: Oscar de la Renta,] Piaget, [added: Prada,] Rolex, Vertu and others; |

| • | [removed: Specially] [added: A specially] designed theater presenting [removed: “Le] [added: "Le] Rêve-The [removed: Dream,”] [added: Dream,"] a water-based theatrical production and a theater presenting "Steve Wynn's [removed: Showstoppers,"] [added: ShowStoppers,"] a Broadway-style entertainment production; [added: and] |

| • | Recreation and leisure facilities, including an 18-hole golf course, swimming pools, private [removed: cabanas and] [added: cabanas,] two full service spas and [removed: salons;] [added: salons, and a wedding chapel.] |

In response to our evaluation of our Las Vegas Operations and [removed: the reactions of] our [removed: guests,] [added: commitment to creating a unique customer experience,] we have [added: made] and expect to continue to make enhancements and refinements to this resort.

An initial payment of $62.5 million was paid in December 2011, with eight additional semi-annual payments of approximately $16.4 million each (including interest at [removed: 5%)] [added: 5%),] which began in November 2012.

[removed: The Company will also be required to make] annual lease payments of $0.8 million during the resort construction period and annual lease payments of approximately $1.1 million once the development is completed.

[removed: On the land subject to the Cotai land concession, we] [added: We] are currently constructing Wynn Palace, an integrated resort [removed: containing] [added: featuring] a [removed: 1,700\-room] [added: 1,700 room] hotel, [added: a] performance lake, [removed: meeting space, casino, spa, retail offerings] and [added: a wide range of amenities, including meeting, retail,] food and [removed: beverage outlets.][added: beverage, and gaming space, in the Cotai area of Macau.]

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

As of December 31, [removed: 2014,] [added: 2015,] we have invested [removed: $1.8] [added: $3.5] billion in the project.

The general contractor is obligated to substantially complete the project in the first half of 2016 for a guaranteed maximum price of [removed: HK$20] [added: HK$20.6] billion (approximately [removed: $2.57] [added: $2.7] billion).

The performance of the general contractor is backed by a full completion guarantee given by [added: CIMIC Group Limited (formerly] Leighton Holdings [removed: Limited,] [added: Limited),] the parent company of the general contractor, as well as a performance bond for 5% of the guaranteed maximum price.

[added: We believe that] Wynn [added: Resorts] is the [added: world's] preeminent designer, [removed: developer] [added: developer,] and operator of [removed: destination casino resorts and has developed brand name status.][added: integrated resorts.]

[added: Given his extensive design and operational experience across numerous gaming jurisdictions, we believe that] Mr. [removed: Wynn’s] [added: Wynn's] involvement with our resorts provides a distinct advantage over other gaming enterprises.

Our business is dependent upon repeat visitation from our [removed: guests and] [added: guests;] we believe superior customer experience and service is the best marketing strategy to attract and retain our customers.

[removed: Our company heavily emphasizes] [added: We emphasize] human resources and staff training to ensure our employees are prepared to provide the luxury service that our guests expect.

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

[removed: The Tower Suites at Encore at Wynn Las Vegas and the Spa at Encore at] [added: | • |] Wynn [removed: Las Vegas are also recipients] [added: Resorts owns two] of the [added: largest] Forbes [removed: five-star distinction.][added: Five-Star hotels in the United States: Wynn Tower Suites (Las Vegas) and Encore Tower Suites (Las Vegas). |]

Resorts located on or near our properties compete on the basis of [removed: overall atmosphere,] [added: the] range of amenities, level of service, price, location, entertainment, themes and size, among other factors.

We seek to differentiate our Macau and Las Vegas [added: integrated] resorts from other major resorts by [removed: concentrating on our fundamental elements of] [added: delivering] superior [removed: design, atmosphere, personal service] [added: design] and [removed: luxury.][added: customer service.]

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

In addition to Wynn [removed: Macau,] [added: Macau SA,] each of Sociedade de Jogos de Macau [removed: (“SJM”)] [added: ("SJM")] and Galaxy Entertainment Group Limited are primary concessionaires [removed: and] [added: with] Sands China Ltd., Melco Crown and MGM China Holdings Limited [removed: operate] [added: operating] under subconcessions.

There is no limit to the number of casinos each concessionaire [added: or subconcessionaire] is permitted to operate, but each facility is subject to government approval.

Currently, there are [removed: 35] [added: 36] operating casinos in Macau.

We have begun site preparation and pre-construction activities for the development and construction of an integrated resort in Everett, Massachusetts, adjacent to Boston.

In October 2015, we closed the Ferrari and Maserati automobile dealership inside Wynn Las Vegas.

We have obtained the relevant approvals to transform the dealership and adjacent space into additional retail space.

In November 2015, we completed the remodel of all guest rooms in our Encore hotel tower, completed the remodel of one of our restaurants and began the re-branding of one of our night clubs, which is scheduled for completion in April 2016.

In December 2015, we opened a 5,000 square-foot luxury lounge for gaming and entertainment in Encore.

As of December 31, 2015, the remaining $16.0 million obligation was recorded as a current liability.

We will be required to make

On November 18, 2015, we were notified by the general contractor that the Wynn Palace project in the Cotai area of Macau will not be ready to open by the projected early completion date of March 25, 2016.

The general contractor has expressed its commitment to the completion of the project by the required date but has advised us that they dispute our assessment of liquidated damages.

We continue to expect to open the property in the first half of 2016; however, potential construction delays could push the opening date into the second half of 2016.

This was the only license granted in the greater Boston region.

The resort will be located on a 33-acre site along the Mystic River.

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

We have begun site remediation, site preparation and pre-construction activities.

The Company's integrated resort business model, pioneered by Chairman and Chief Executive Officer Stephen A.

Wynn, integrates luxury hotel rooms, high-end retail, an array of dining and entertainment options, meeting space, and gaming, all supported by superior levels of customer service.

Wynn Resorts and its management team have a demonstrated track record in developing and operating successful integrated resort projects around the world.

We aim to build appropriately scaled integrated resorts that attract a wide range of customer segments (including premium international customers), generate strong financial results, and complement their surrounding market areas.

We design and continually refresh our integrated resorts to create unique customer experiences across a wide range of gaming and non-gaming amenities.

Our integrated resorts are conceptualized, designed, built and operated in major metropolitan markets to service all customers with an emphasis on providing superior levels of premium customer service.

In Las Vegas and Macau, we have been successful in attracting not only a wide range of domestic guests, but also extending our customer market areas into international markets.

We leverage our international marketing team across branch offices (Hong Kong SAR, Singapore, Japan, Taiwan and Vancouver, Canada) located in five countries to attract international customers.

Reflecting our commitment to customer service globally, the Company has received the following recognition:

| • | 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 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. |

We plan to continue to seek out new opportunities to develop and operate integrated resorts, including related businesses, around the world.

Overall, we believe Wynn Resorts has a demonstrated track record of developing integrated resorts that stimulate city- and region-wide economic activity, which we believe includes:

| • | attracting a wide range of customers to the region, including high-net-worth international tourists; |

| • | driving international tourism for the region; |

| • | lifting average hotel room rates in the region; |

| • | extending the average length of stay per visitor; |

| • | complementing existing convention and meeting business with 5-star accommodations and appropriately scaled meeting amenities; |

| • | elevating service levels with the execution of five-star customer service; and |

| • | helping stimulate city-wide investment and employment. |

2007 until 180 days after the end of the term of the concession agreement.

Gaming Promoters.

with applicable laws and regulations.

Wynn Macau opened on September 6, 2006.

On December 22, 2008, we opened Encore at Wynn Las Vegas, an expansion of Wynn Las Vegas.

| • | A Ferrari and Maserati automobile dealership; and |

| • | Wedding chapels. |

As of December 31, 2014, the Company has recorded this obligation with $30.8 million included as a current liability and $16.0 million included as a long-term liability.

is $4.1 billion.

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

Under the GMP contract, the general contractor is responsible for both the construction and design of the project.

An early completion bonus for achievement of substantial completion on or before January 25, 2016, will be paid to the general contractor if certain conditions are satisfied under the GMP contract.

While our general contractor has notified us that certain conditions will not be satisfied under the GMP contract by the early completion target, the contractor stated it was still on target to complete the project on time and we continue to expect to open the property in the first half of 2016.

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

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

On November 7, 2014, the gaming license awarded to us became effective and we paid the $85.0 million license fee.

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

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

We believe that Stephen A.

We integrate luxurious surroundings, distinctive entertainment and superior amenities, including convention facilities, entertainment, fine dining and premium retail offerings, to create resorts that appeal to our international customer base.

Our resorts are designed, built and operated to provide a premium experience for our guests.

We market our resorts directly to gaming customers using database marketing techniques, as well as traditional incentives, including reduced room rates and complimentary meals and suites.

Our rewards system offers discounted and complimentary meals, lodging and entertainment for our guests.

We also create general market awareness for our resorts through various media channels, including social media, television, radio, newspapers, magazines, the internet, direct mail and billboards.

Mr. Wynn and his team bring significant experience in designing, developing and operating casino resorts.

For the seventh consecutive year, Wynn Macau and The Spa at Wynn Macau received the Forbes five-star distinction, while Encore at Wynn Macau and the Spa at Encore at Wynn Macau received the Forbes five-star distinction for the third consecutive year.

For the ninth consecutive year, The Tower Suites at Wynn Las Vegas has received the Forbes five-star distinction.

The Spa at Wynn Las Vegas earned five-star recognition from Forbes for the seventh year in a row.

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

Las Vegas Strip gaming revenues decreased by 2.1% from $6.5 billion for the year ended December 31, 2013 to $6.4 billion for the year ended December 31, 2014.

During 2013, the average daily room rate increased 2.4%, visitation remained relatively flat at 39.7 million visitors, and Las Vegas Strip gaming revenues increased 4.8%, all as compared to the year ended December 31, 2012.

The legalization of casino gaming in or near metropolitan areas from which we attract customers could have a negative effect on our business.

New or renovated casinos in Asia, including Singapore, the Philippines, South Korea and Macau, could draw gaming customers away from Las Vegas.

The government of Macau may also terminate a concession for cause, including, without limitation, failure of the concessionaire to fulfill its obligations under law or the concession contract.

On February 18, 2012, Wynn Resorts’ Gaming Compliance Committee concluded an investigation after receiving an independent report by Freeh, Sporkin & Sullivan, LLP (the “Freeh Report”) detailing a pattern of misconduct by Aruze USA, Inc. ("Aruze") (at the time a stockholder of Wynn Resorts), Universal Entertainment Corporation, Aruze’s parent company, and Kazuo Okada, (the majority shareholder of Universal Entertainment Corporation and a former member of the Board of Directors of Wynn Resorts and Wynn Macau, Limited) (collectively, the “Okada Parties”).

Based on the Freeh Report, the Board of Directors of Wynn Resorts determined that the Okada Parties are “unsuitable persons” under Article VII of the Company’s articles of incorporation.

The Board of Directors was unanimous (other than Mr. Okada) in its determination.

After authorizing the redemption of the Aruze shares, as discussed below, the Board of Directors took certain actions to protect the Company and its operations from any influence of an unsuitable person, including placing limitations on the provision of certain operating information to unsuitable persons and formation of an Executive Committee of the Board to manage the business and affairs of the Company during the period between each annual meeting.

The Charter of the Executive Committee provides that “Unsuitable Persons” are not permitted to serve on the Committee.

All members of the Board, other than Mr. Okada, were appointed to the Executive Committee on February 18, 2012.

The Board of Directors also requested that Mr. Okada resign as a director of Wynn Resorts (under Nevada corporation law, a board of directors does not have the power to remove a director) and recommended that Mr. Okada be removed as a member of the Board of Directors of Wynn Macau, Limited.

On February 18, 2012, Mr. Okada was removed from the Board of Directors of Wynn Las Vegas Capital Corp., an indirect wholly owned subsidiary of Wynn Resorts.

On February 24, 2012, Mr. Okada was removed from the Board of Directors of Wynn Macau, Limited and on February 22, 2013, he was removed from the Board of Directors of Wynn Resorts by a stockholder vote in which 99.6% of the over 86 million shares voted were cast in favor of removal.

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

Please see Item 8—"Financial Statements and Supplementary Data," Note 17 "Commitments and Contingencies—Litigation" in this Annual Report on Form 10-K, which is incorporated herein by reference.

Determination of Unsuitability and Redemption of Aruze and Affiliates

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

The factual record presented in the Freeh Report included evidence that the Okada Parties had provided valuable items to certain foreign gaming officials who were responsible for regulating gaming in a jurisdiction in which entities controlled by Mr. Okada were developing a gaming resort.

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

Based on the Freeh Report, the Board of Directors of Wynn Resorts determined that the Okada Parties are “unsuitable persons” under Article VII of the Company’s articles of incorporation.

The Board of Directors was unanimous (other than Mr. Okada) in its determination.

After authorizing the redemption of the Aruze shares, as discussed below, the Board of Directors took certain actions to protect the Company and its operations from any influence of an unsuitable person, including placing limitations on the provision of certain operating information to unsuitable persons and formation of an Executive Committee of the Board to manage the business and affairs of the Company during the period between each annual meeting.

The Charter of the Executive Committee provides that “Unsuitable Persons” are not permitted to serve on the Committee.

All members of the Board, other than Mr. Okada, were appointed to the Executive Committee on February 18, 2012.

The Board of Directors also requested that Mr. Okada resign as a director of Wynn Resorts (under Nevada corporation law, a board of directors does not have the power to remove a director) and recommended that Mr. Okada be removed as a member of the Board of Directors of Wynn Macau, Limited.

On February 18, 2012, Mr. Okada was removed from the Board of Directors of Wynn Las Vegas Capital Corp., an indirect wholly owned subsidiary of Wynn Resorts.

On February 24, 2012, Mr. Okada was removed from the Board of Directors of Wynn Macau, Limited and on February 22, 2013, he was removed from the Board of Directors of Wynn Resorts by a stockholder vote in which 99.6% of the over 86 million shares voted were cast in favor of removal.

Mr. Okada resigned from the Board of Directors of Wynn Resorts on February 21, 2013.

Although the Company has retained the structure of the Executive Committee, the Board has resumed its past role in managing the business and affairs of the Company.

Based on the Board of Directors’ finding of “unsuitability,” on February 18, 2012, Wynn Resorts redeemed and canceled Aruze's 24,549,222 shares of Wynn Resorts’ common stock.

Following a finding of “unsuitability,” Article VII of Wynn Resorts’ articles of incorporation authorizes redemption at “fair value” of the shares held by unsuitable persons.

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

Pursuant to its articles of incorporation, Wynn Resorts issued the Redemption Note to Aruze in redemption of the shares.

The Redemption Note has a principal amount of $1.94 billion, matures on February 18, 2022, and bears interest at the rate of 2% per annum, payable annually in arrears on each anniversary of the date of the Redemption Note.

The Company may, in its sole and absolute discretion, at any time and from time to time, and without penalty or premium, prepay the whole or any portion of the principal or interest due under the Redemption Note.

In no instance shall any payment obligation under the Redemption Note be accelerated except in the sole and absolute discretion of Wynn Resorts or as specifically mandated by law.

The indebtedness evidenced by the Redemption Note is and shall be subordinated in right of payment, to the extent and in the manner provided in the Redemption Note, to the prior payment in full of all existing and future obligations of Wynn Resorts or any of its affiliates in respect of indebtedness for borrowed money of any kind or nature.

The Company provided the Freeh Report to appropriate regulators and law enforcement agencies and has been cooperating with related investigations that such regulators and agencies have undertaken.

The conduct of the Okada Parties and any resulting regulatory investigations could have adverse consequences to the Company and its subsidiaries.

A finding by regulatory authorities that Mr. Okada violated anti-corruption statutes and/or other laws or regulations applicable to persons affiliated with a gaming licensee on Company property and/or otherwise involved the Company in criminal or civil violations could result in actions by regulatory authorities against the Company and its subsidiaries.

Redemption Action and Counterclaim

On February 19, 2012, Wynn Resorts filed a complaint in the Eighth Judicial District Court, Clark County, Nevada against the Okada Parties (as amended, the “Complaint”), alleging breaches of fiduciary duty and related claims (the “Redemption Action”) arising from the activities addressed in the Freeh Report.

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

On March 12, 2012, the Okada Parties removed the action to the United States District Court for the District of Nevada (the action was subsequently remanded to Nevada state court).

On that same date, the Okada Parties filed an answer denying the claims and a counterclaim (as amended, the “Counterclaim”) that purports to assert claims against the Company and the Wynn Parties.

The Counterclaim alleges, among other things: (1) that the shares of Wynn Resorts common stock owned by Aruze were exempt from the redemption-for-unsuitability provisions in the Wynn Resorts articles of incorporation (the “Articles”) pursuant to certain agreements executed in 2002; (2) that the Wynn Resorts directors who authorized the redemption of Aruze’s shares acted at the direction of Stephen A.

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

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

Wynn, and Elaine Wynn (the “Stockholders Agreement”).

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

Wynn and Aruze seeking a declaration that (1) any and all of Elaine Wynn’s duties under the Stockholders Agreement shall be discharged; (2) the Stockholders Agreement is subject to rescission and is rescinded; (3) the Stockholders Agreement is an unreasonable restraint on alienation in violation of public policy; and/or (4) the restrictions on sale of shares shall be construed as inapplicable to Elaine Wynn.

The indenture for Wynn Las Vegas, LLC's 4 1/4% Senior Notes due 2023 (the "2023 Indenture") provides that if Stephen A.

Wynn, together with certain related parties, in the aggregate beneficially owns a lesser percentage of the outstanding common stock of the Company than are beneficially owned by any other person, a change of control will have occurred.

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

If Elaine Wynn prevails in her cross claim, Stephen A.

| | For the fiscal year ended December 31, [removed: 2014] [added: 2015] |

| Common Stock, [removed: $.01] [added: $0.01] par value | | Nasdaq Global Select Market |

The aggregate market value of the [removed: registrant’s] [added: registrant's] voting and non-voting common stock held by non-affiliates based on the closing price as reported on the NASDAQ Global Select Market on June 30, [removed: 2014] [added: 2015] was approximately [removed: $16.8] [added: $7.99] billion.

As of February [removed: 13, 2015, 101,525,639] [added: 12, 2016, 101,749,906] shares of the [removed: registrant’s] [added: registrant's] Common Stock, [removed: $.01] [added: $0.01] par value, were outstanding.

Portions of the [removed: registrant’s] [added: registrant's] Proxy Statement for its [removed: 2015] [added: 2016] Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this report are incorporated by reference into Part III of this Form 10-K.

| Item 1. | [removed: [Business](#s34ECFDDCCC89F56615A22FCB7083ED66)] [added: [Business](#sA74226614A9153388EA565E33EFCE94A)] | [removed: [3](#s34ECFDDCCC89F56615A22FCB7083ED66)] [added: [3](#sA74226614A9153388EA565E33EFCE94A)] |

| Item 1A. | [Risk [removed: Factors](#s2ECA5E848FB45E8C742F2FCB70B586DF)] [added: Factors](#s2C5D2991A2DB5F3DB49ED06661ADA0E3)] | [removed: [17](#s2ECA5E848FB45E8C742F2FCB70B586DF)] [added: [16](#s2C5D2991A2DB5F3DB49ED06661ADA0E3)] |

| Item 1B | [Unresolved Staff [removed: Comments](#sA9953EA22096DCA8E18D2FCB70DC7D6A)] [added: Comments](#s5D3AB3E26FEC5ED0960AB1FBE0502365)] | [removed: [32](#sA9953EA22096DCA8E18D2FCB70DC7D6A)] [added: [31](#s5D3AB3E26FEC5ED0960AB1FBE0502365)] |

| Item 2. | [removed: [Properties](#s20BFBA65A59828C142DC2FCB7108AE1E)] [added: [Properties](#sCA03CEB2E38A50D1B15B8A78771B5C28)] | [removed: [32](#s20BFBA65A59828C142DC2FCB7108AE1E)] [added: [32](#sCA03CEB2E38A50D1B15B8A78771B5C28)] |

| Item 3. | [Legal [removed: Proceedings](#s90819FC6344F1F2A19F82FCB712A0AE2)] [added: Proceedings](#s45A1F005FD895777ACCD6A2BA4E11CA4)] | [removed: [32](#s90819FC6344F1F2A19F82FCB712A0AE2)] [added: [32](#s45A1F005FD895777ACCD6A2BA4E11CA4)] |

| Item 4. | [Mine Safety [removed: Disclosures](#sE10A35A09C88B4ADEC692FCB715C93FD)] [added: Disclosures](#s2339458CF89D58318B382B174ACBE408)] | [removed: [37](#sE10A35A09C88B4ADEC692FCB715C93FD)] [added: [33](#s2339458CF89D58318B382B174ACBE408)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sB4911840C38F6E2B21112FCB71B0C051)] [added: Securities](#s29BC1F7099E854D39CBA55FE39F9DDAF)] | [removed: [38](#sB4911840C38F6E2B21112FCB71B0C051)] [added: [34](#s29BC1F7099E854D39CBA55FE39F9DDAF)] |

| Item 6. | [Selected Financial [removed: Data](#sCC88FD954B8CDB363C332FCB71D56A1E)] [added: Data](#sA8F82E9C70055608BE36378A915D2370)] | [removed: [39](#sCC88FD954B8CDB363C332FCB71D56A1E)] [added: [36](#sA8F82E9C70055608BE36378A915D2370)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sC7C8FDBB5C21388405D42FCB72029253)] [added: Operations](#s34DB13DE77FD596C9ED92555516C6E29)] | [removed: [40](#sC7C8FDBB5C21388405D42FCB72029253)] [added: [36](#s34DB13DE77FD596C9ED92555516C6E29)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sD1C1586D0EAEE90100B72FCB72FD9377)] [added: Risk](#sBB52052566BF5701AB2ED070DD73A1FD)] | [removed: [63](#sD1C1586D0EAEE90100B72FCB72FD9377)] [added: [59](#sBB52052566BF5701AB2ED070DD73A1FD)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#sC1F364B04B3D311FB5592FCB731EB8FA)] [added: Data](#s3FA1B490B6225C9C81B40BBF4CF8AEBB)] | [removed: [66](#sC1F364B04B3D311FB5592FCB731EB8FA)] [added: [62](#s3FA1B490B6225C9C81B40BBF4CF8AEBB)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sB3037E754D3A8D7789B62FCB792D1829)] [added: Disclosure](#s288EB5260D9A5BEFB5E81C3E8056138A)] | [removed: [117](#sB3037E754D3A8D7789B62FCB792D1829)] [added: [115](#s288EB5260D9A5BEFB5E81C3E8056138A)] |

| Item 9A. | [Controls and [removed: Procedures](#sEAC827D21EFF08764C2C2FCB7952A7F2)] [added: Procedures](#s35D9C087805B5B4EB7C37D5917EDDA84)] | [removed: [117](#sEAC827D21EFF08764C2C2FCB7952A7F2)] [added: [115](#s35D9C087805B5B4EB7C37D5917EDDA84)] |

| Item 9B. | [Other [removed: Information](#s31F2CFC8F92061A355AA2FCB797F61AC)] [added: Information](#s8E91A1C111505D0C89954C1C17540488)] | [removed: [117](#s31F2CFC8F92061A355AA2FCB797F61AC)] [added: [115](#s8E91A1C111505D0C89954C1C17540488)] |

| [PART [removed: III](#s20DBC5468766D524E1A72FCB79A5C534)] [added: III](#sE176B4F901545991B6A2CA10A9CE2649)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#sF942E8030140CDBD36972FCB79D2F5DF)] [added: Governance](#s98BB840E18EA5E118A05D6D05D39F815)] | [removed: [119](#sF942E8030140CDBD36972FCB79D2F5DF)] [added: [116](#s98BB840E18EA5E118A05D6D05D39F815)] |

| Item 11. | [Executive [removed: Compensation](#s4613A784E3B3ED9ED1CD2FCB79F8E942)] [added: Compensation](#sD45C1350B01952FDA41EBC4808FDC076)] | [removed: [119](#s4613A784E3B3ED9ED1CD2FCB79F8E942)] [added: [116](#sD45C1350B01952FDA41EBC4808FDC076)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sDA3103526363796626442FCB6913CA1A)] [added: Matters](#s042121434B8957B2ACC2F7728CE30BA7)] | [removed: [119](#sDA3103526363796626442FCB6913CA1A)] [added: [116](#s042121434B8957B2ACC2F7728CE30BA7)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s6D8580703FE3A400F6982FCB7A4FABA4)] [added: Independence](#s78844F6E8D025AF38D3F9E4774348E95)] | [removed: [119](#s6D8580703FE3A400F6982FCB7A4FABA4)] [added: [116](#s78844F6E8D025AF38D3F9E4774348E95)] |

| Item 14. | [Principal Accountant Fees and [removed: Services](#sF4EA111424C16B6D8BDA2FCB7A7A813C)] [added: Services](#sAE4D8BE65ACC523D8071719D55416F0D)] | [removed: [119](#sF4EA111424C16B6D8BDA2FCB7A7A813C)] [added: [116](#sAE4D8BE65ACC523D8071719D55416F0D)] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#sCB8C3D8268B8250D07372FCB7ACCBA9B)] [added: Schedules](#sAB4DD73D874C57F08441C2A9C5B66080)] | [removed: [120](#sCB8C3D8268B8250D07372FCB7ACCBA9B)] [added: [117](#sAB4DD73D874C57F08441C2A9C5B66080)] |

10-K 1 wrl-20151231x10k.htm 10-K

| [PART I](#s6AA9FE64C2F054BCADDD6109DE6FF63D) | | |

| [PART II](#s3F28DA91EA795B719AA07E0BE42A7C71) | | |

| [PART IV](#s16F1EB22E3785F039CBDAD918062A3EA) | | |

| [Signatures](#s59CC6BE488235BCCADB879E3C772361E) | | [127](#s59CC6BE488235BCCADB879E3C772361E) |

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

| [PART I](#sADBCA0AB00113FC1BE122FCB70689049) | | |

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

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

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

In July 2004, our subsidiary, Wynn [removed: Macau,] [added: Macau SA,] entered into a land concession contract under which Wynn Macau [added: SA] leases from the Macau government an approximately 16-acre parcel of land in downtown [removed: Macau’s] [added: Macau's] inner harbor area where Wynn Macau is located.

Wynn Macau [added: SA] paid a land concession premium of approximately 319.4 million Macau patacas (approximately [removed: US $40] [added: $40.0] million) for this land concession.

In November 2009, the Company made an additional one-time land premium payment of approximately 113.4 million Macau patacas (approximately [removed: US] $14.2 million).

Annual rent of approximately 4.2 million Macau patacas (approximately [removed: US] $525,000) is being paid in accordance with the land concession contract.

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

As of December 31, [removed: 2014,] [added: 2015,] we have invested approximately [removed: $1.8] [added: $3.5] billion in the project.

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

[removed: On January 2, 2015, we purchased] [added: We own approximately] 33 acres of land in Everett, Massachusetts, along the Mystic River.

We expect to open Wynn Palace in the first half of 2016; however, potential construction delays could push the opening date into the second half of 2016.

This land is the primary site for an integrated resort where we have begun site remediation, site preparation, and pre-construction activities.

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

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

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

| Year Ended December 31, [removed: 2013] [added: 2015] | | | | | | | |

There were approximately [removed: 193] [added: 190] holders of record of our common stock as of February [removed: 13, 2015.][added: 12, 2016.]

In each of February 2014, May 2014, [added: and] August 2014, we paid a cash dividend of $1.25 per share.

In [removed: December 2013,] [added: February 2015,] we paid a cash dividend of [removed: $3.00] [added: $1.50] per share.

In each of [removed: March 2013, June 2013,] [added: May 2015,] August [removed: 2013] [added: 2015,] and November [removed: 2013,] [added: 2015,] we paid a cash dividend of [removed: $1.00] [added: $0.50] per share.

On February [removed: 3, 2015, we] [added: 11, 2016, the Company] announced a cash dividend of [removed: $1.50] [added: $0.50] per share, payable on [removed: February 23, 2015] [added: March 2, 2016] to [removed: Stockholders] [added: stockholders] of record as of February [removed: 13, 2015.][added: 23, 2016.]

The performance graph assumes that $100 was invested on December 31, [removed: 2009] [added: 2010] in each of the [removed: Company’s] [added: Company's] common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested.

[removed: ][added: ]

| First Quarter | $ | 160.41 | | | $ | 121.53 | |

| Second Quarter | $ | 136.93 | | | $ | 93.59 | |

| Third Quarter | $ | 112.00 | | | $ | 52.26 | |

| Fourth Quarter | $ | 77.25 | | | $ | 50.96 | |

In November 2015, we repurchased 4,103 shares in satisfaction of tax withholding obligations on vested restricted stock at an average price of $69.95 per share, for a total expenditure of $0.3 million.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

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

and the Dow Jones US Gambling Index

| |

| --- |

| |

| *100 invested on 12/31/10 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. |

| First Quarter | $ | 126.98 | | | $ | 113.39 | |

| Second Quarter | $ | 144.99 | | | $ | 114.41 | |

| Third Quarter | $ | 159.85 | | | $ | 124.57 | |

| Fourth Quarter | $ | 194.53 | | | $ | 155.77 | |

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

The following financial information for each of the five years ended December 31, [added: 2015,] 2014, 2013, 2012, [removed: 2011] and [removed: 2010] [added: 2011] has been derived from our consolidated financial statements.

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

| | [added: 2015 | | | |] 2014 | | | | 2013 | | | | 2012 (1) | | | | 2011 | | | [removed: | 2010 (2) | | |]

| Net revenues | $ | [removed: 5,433,661] [added: 4,075,883] | | | $ | [removed: 5,620,936] [added: 5,433,661] | | | $ | [removed: 5,154,284] [added: 5,620,936] | | | $ | [removed: 5,269,792] [added: 5,154,284] | | | $ | [removed: 4,184,698] [added: 5,269,792] | |

| Pre-opening costs | [removed: 30,146] [added: 77,623] | | | | [removed: 3,169] [added: 30,146] | | | | [removed: 466] [added: 3,169] | | | | [removed: —] [added: 466] | | | | [removed: 9,496] [added: —] | | |

| Operating income | [removed: 1,266,278] [added: 658,814] | | | | [removed: 1,290,091] [added: 1,266,278] | | | | [removed: 1,029,276] [added: 1,290,091] | | | | [removed: 1,008,240] [added: 1,029,276] | | | | [removed: 625,252] [added: 1,008,240] | | |

| Net income | [removed: 962,644] [added: 281,524] | | | | [removed: 1,004,157] [added: 962,644] | | | | [removed: 728,699] [added: 1,004,157] | | | | [removed: 825,113] [added: 728,699] | | | | [removed: 316,596] [added: 825,113] | | |

| Less: net income attributable to noncontrolling interest | [removed: (231,090] [added: (86,234] | | ) | | [removed: (275,505] [added: (231,090] | | ) | | [removed: (226,663] [added: (275,505] | | ) | | [removed: (211,742] [added: (226,663] | | ) | | [removed: (156,469] [added: (211,742] | | ) |

| Net income attributable to Wynn Resorts, Limited | [removed: 731,554] [added: 195,290] | | | | [removed: 728,652] [added: 731,554] | | | | [removed: 502,036] [added: 728,652] | | | | [removed: 613,371] [added: 502,036] | | | | [removed: 160,127] [added: 613,371] | | |

| Basic income per share | $ | [removed: 7.25] [added: 1.93] | | | $ | 7.25 | | | $ | [removed: 4.87] [added: 7.25] | | | $ | [removed: 4.94] [added: 4.87] | | | $ | [removed: 1.30] [added: 4.94] | |

| Diluted income per share | $ | [removed: 7.18] [added: 1.92] | | | $ | [removed: 7.17] [added: 7.18] | | | $ | [removed: 4.82] [added: 7.17] | | | $ | [removed: 4.88] [added: 4.82] | | | $ | [removed: 1.29] [added: 4.88] | |

| | [added: 2015 | | | |] 2014 | | | | 2013 | | | | 2012 (1) | | | | 2011 | | | [removed: | 2010 | | |]

| Cash and cash equivalents | $ | [removed: 2,182,164] [added: 2,080,089] | | | $ | [removed: 2,435,041] [added: 2,182,164] | | | $ | [removed: 1,725,219] [added: 2,435,041] | | | $ | [removed: 1,262,587] [added: 1,725,219] | | | $ | [removed: 1,258,499] [added: 1,262,587] | |

| Construction in progress | [removed: 1,666,326] [added: 3,217,117] | | | | [removed: 558,624] [added: 1,666,326] | | | | [removed: 110,490] [added: 558,624] | | | | [removed: 28,477] [added: 110,490] | | | | [removed: 22,901] [added: 28,477] | | |

| Total assets | [removed: 9,062,861] [added: 10,522,259] | | | | [removed: 8,377,030] [added: 9,062,861] | | | | [removed: 7,276,594] [added: 8,377,030] | | | | [removed: 6,899,496] [added: 7,276,594] | | | | [removed: 6,674,497] [added: 6,899,496] | | |

| Total long-term obligations [removed: (3)] [added: (2)] | [removed: 7,538,605] [added: 9,390,243] | | | | [removed: 6,789,145] [added: 7,543,452] | | | | [removed: 6,041,285] [added: 6,789,145] | | | | [removed: 3,096,149] [added: 6,041,285] | | | | [removed: 3,405,983] [added: 3,096,149] | | |

| Stockholders’ equity | [removed: 211,091] [added: 21,845] | | | | [removed: 132,351] [added: 211,091] | | | | [removed: 103,932] [added: 132,351] | | | | [removed: 2,223,454] [added: 103,932] | | | | [removed: 2,380,585] [added: 2,223,454] | | |

| Cash distributions declared per common share | $ | [removed: 6.25] [added: 3.00] | | | $ | [removed: 7.00] [added: 6.25] | | | $ | [removed: 9.50] [added: 7.00] | | | $ | [removed: 6.50] [added: 9.50] | | | $ | [removed: 8.50] [added: 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, [removed: stockholders’] [added: 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 [removed: 3—“Legal Proceedings”.] [added: 8—"Financial Statements and Supplementary Data," Note 17 "Commitments and Contingencies."] |

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

| | |

| --- | --- |

| (2) | On April 21, 2010, we opened Encore at Wynn Macau, a further expansion of Wynn Macau. |

| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#s83768A9E4E6F59214D102FCB7351EE36)] [added: Reporting](#sFEF6CCBB77F857A38E9D40A3C432F1B8)] | [removed: 67] [added: 63] | |

| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial [removed: Statements](#sC9B763CA73304CE2758F2FCB7379488A)] [added: Statements](#s4440E25AD4E15841841F49509D9CAF38)] | [removed: 68] [added: 64] | |

| [Consolidated Balance [removed: Sheets](#s7B1D4B050678E883CDE12FCB611868DF)] [added: Sheets](#sDA06F00BE5C15734B1EB47C536A4854D)] | [removed: 69] [added: 65] | |

| [Consolidated Statements of [removed: Income](#s520B4F6BD46D2FC8156E2FCB6281E14D)] [added: Income](#s804FFFE7443955E4B366E761176B95E5)] | [removed: 70] [added: 66] | |

| [Consolidated Statements of Comprehensive [removed: Income](#s7707142EAA5C614D7F332FCB628822C1)] [added: Income](#sCC5B2CE8598755409FC6E7559CE68D21)] | [removed: 71] [added: 67] | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#s9E5989664F02CA53A9702FCB60D3E686)] [added: Equity](#s974D9B3F839355F9B8097667781EE486)] | [removed: 72] [added: 68] | |

| [Consolidated Statements of Cash [removed: Flows](#s5781C8AAEBF2C91E08112FCB6132FA6B)] [added: Flows](#s5090E6A7240A5A70BD7A516B7E075F4D)] | [removed: 73] [added: 69] | |

| [Notes to Consolidated Financial [removed: Statements](#sB0C68BF8750AFDBA8B192FCB74DE55BA)] [added: Statements](#sB4DB6902063E5ADD9329C600A8CE05D4)] | [removed: 74] [added: 70] | |

We have audited Wynn Resorts, Limited and [removed: subsidiaries’] [added: subsidiaries'] (the [removed: “Company”)] [added: "Company")] internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the [removed: “COSO criteria”).][added: "COSO criteria").]

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the [removed: 2014] [added: 2015] consolidated financial statements of Wynn Resorts, Limited and subsidiaries and our report dated February [removed: 27, 2015] [added: 29, 2016] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the related consolidated statements of income, comprehensive income, [removed: stockholders’] [added: stockholders'] equity and cash flows for each of the three years in the period ended December 31, [removed: 2014.][added: 2015.]

Our audits also included the financial statement [removed: schedules] [added: schedule] listed in the Index at item 15(a)2.

These financial statements and [removed: schedules] [added: schedule] are the responsibility of the [removed: Company’s] [added: Company's] management.

Our responsibility is to express an opinion on these financial statements and [removed: schedules] [added: schedule] based on our audits.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Wynn Resorts, Limited and subsidiaries at December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2014,] [added: 2015,] in conformity with U.S. generally accepted accounting principles.

Also, in our opinion, the related financial statement [removed: schedules] [added: schedule] referred to above, when considered in relation to the basic financial statements taken as a whole, [removed: present] [added: presents] fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 27, 2015] [added: 29, 2016] expressed an unqualified opinion thereon.

| | [added: 2015 | | | |] 2014 | | | | 2013 | | |

| Cash and cash equivalents | $ | [removed: 2,182,164] [added: 2,080,089] | | | $ | [removed: 2,435,041] [added: 2,182,164] | |

| Investment securities | [removed: 240,140] [added: 115,297] | | | | [removed: 174,399] [added: 240,140] | | |

| Receivables, net | [removed: 237,957] [added: 187,887] | | | | [removed: 241,932] [added: 237,957] | | |

| Inventories | [removed: 72,223] [added: 74,493] | | | | [removed: 74,739] [added: 72,223] | | |

| Prepaid expenses and other | [removed: 49,847] [added: 48,012] | | | | [removed: 42,703] [added: 49,847] | | |

| Total current assets | [removed: 2,782,331] [added: 2,505,778] | | | | [removed: 2,968,814] [added: 2,782,331] | | |

| Property and equipment, net | [removed: 5,855,842] [added: 7,477,478] | | | | [removed: 4,934,449] [added: 5,855,842] | | |

| Restricted cash | [removed: 977] [added: 2,060] | | | | [removed: 199,936] [added: 977] | | |

| Investment securities | [removed: 10,173] [added: 136,256] | | | | [removed: 79,989] [added: 10,173] | | |

| Intangible assets, net | [removed: 112,367] [added: 110,972] | | | | [removed: 30,767] [added: 112,367] | | |

| Deferred financing costs, net | [removed: 84,413] [added: 104,367] | | | | [removed: 67,926] [added: 84,413] | | |

| Deposits and other assets | [removed: 212,515] [added: 184,621] | | | | [removed: 91,001] [added: 212,515] | | |

| Investment in unconsolidated affiliates | [removed: 4,243] [added: 727] | | | | [removed: 4,148] [added: 4,243] | | |

| Total assets | $ | [removed: 9,062,861] [added: 10,522,259] | | | $ | [removed: 8,377,030] [added: 9,062,861] | |

| Accounts and construction payables | $ | [removed: 303,284] [added: 210,372] | | | $ | [removed: 272,861] [added: 303,284] | |

| Current portion of long-term debt | — | | | | [removed: 1,050] [added: —] | | |

| Current portion of land concession obligation | [removed: 30,814] [added: 16,000] | | | | [removed: 29,341] [added: 30,814] | | |

| Customer deposits | [removed: 548,818] [added: 436,409] | | | | [removed: 704,401] [added: 548,818] | | |

| Gaming taxes payable | [removed: 137,269] [added: 98,559] | | | | [removed: 205,260] [added: 137,269] | | |

| Accrued compensation and benefits | [removed: 113,228] [added: 129,697] | | | | [removed: 83,769] [added: 113,228] | | |

| Accrued interest | [removed: 107,318] [added: 98,129] | | | | [removed: 101,442] [added: 107,318] | | |

February 29, 2016

February 29, 2016

| | 2015 | | | | 2014 | | |

| Total current liabilities | 1,110,171 | | | | 1,308,318 | | |

| Decrease in Redemption Note fair value | 52,041 | | | | — | | | | — | | |

| Stock redemption | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | |

| 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 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 | | ) |

| 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 | |

| Net income | $ | 281,524 | | | $ | 962,644 | | | $ | 1,004,157 | |

| Depreciation and amortization | 322,629 | | | | 314,119 | | | | 371,051 | | |

| Provision for doubtful accounts | 11,115 | | | | 3,906 | | | | 11,877 | | |

| Decrease in Redemption Note fair value | (52,041 | | ) | | — | | | | — | | |

| Return of investment in unconsolidated affiliates | 1,901 | | | | — | | | | — | | |

| Purchase of intangibles and other assets | (3,912 | | ) | | (124,583 | | ) | | (5,945 | | ) |

| Repayments of long-term debt | (3,342,106 | | ) | | (199,739 | | ) | | (501,400 | | ) |

| Change in dividends payable on unvested restricted stock included in other accrued liabilities | $ | 777 | | | $ | 2,497 | | | $ | (5,864 | ) |

The Company continues to expect to open Wynn Palace in the first half of 2016; however, potential construction delays could push the opening date into the second half of 2016.

In November 2014, the Company was awarded a gaming license to develop and construct an integrated resort in Everett, Massachusetts, adjacent to Boston.

The resort will be located on a 33-acre site along the Mystic River.

The Company has begun site remediation, site preparation and pre-construction activities.

The payment of deposits on property and equipment, previously presented in deposits and purchase of intangibles and other assets in investing activities, will be presented in capital expenditures in investing activities.

The amount of deposits on property and equipment that have been reclassified for the years ended December 31, 2014 and 2013, were $94.3 million and $8.0 million, respectively.

Cash equivalents of $846.3 million and $1.16 billion at December 31, 2015 and 2014, respectively,

The Company advances commissions to its gaming promoters in Macau.

These were previously supported primarily by held checks and recognized as cash and cash equivalents ($153.4 million as of December 31, 2014).

Market conditions in Macau and other regional economic factors have impacted the liquidity of certain gaming promoters.

As a result, the Company's advanced commissions to gaming promoters now are supported primarily with signed promissory notes.

The advanced commissions are on terms requiring settlement within five business days of the month following the advance.

The Company recognized advanced commissions of $46.9 million as casino receivables in the accompanying Consolidated Balance Sheet as of December 31, 2015, and assesses these advanced commissions in connection with the Company's evaluation of its bad debt reserve for casino receivables.

Additionally, the amount presented in the accompanying Consolidated Balance Sheet has been offset by related commissions payable to gaming promoters of $36.6 million as of December 31, 2015.

The Company reviews the remaining estimated useful lives of its property and equipment on an ongoing basis.

For the review of estimated useful lives of buildings and improvements for Wynn Macau, the Company considers factors such as liberalization of the gaming industry in Macau, market expansion and actions taken by the Macau government regarding concession renewals.

This review during the third quarter of 2015 indicated that the Company's estimated useful lives of buildings and improvements extended beyond the current expiration of the gaming concession in June 2022 and land concession in August 2029.

As a result, effective September 1, 2015, the Company changed its estimate of remaining useful lives of buildings and improvements for Wynn Macau to better reflect the estimated periods during which these assets are expected to remain in service.

February 27, 2015

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

| Total current liabilities | 1,313,165 | | | | 1,455,534 | | |

| Balances, January 1, 2012 | 125,080,998 | | | $ | 1,379 | | | $ | (1,127,036 | ) | | $ | 3,177,471 | | | $ | 840 | | | $ | 36,368 | | | $ | 2,089,022 | | | $ | 134,432 | | | $ | 2,223,454 | |

| Stock redemption | (24,549,222 | ) | | (245 | | ) | | — | | | | (1,936,198 | | ) | | — | | | | — | | | | (1,936,443 | | ) | | — | | | | (1,936,443 | | ) |

| Net income | — | | | — | | | | — | | | | — | | | | — | | | | 502,036 | | | | 502,036 | | | | 226,663 | | | | 728,699 | | |

| Currency translation adjustment | — | | | — | | | | — | | | | — | | | | 1,987 | | | | — | | | | 1,987 | | | | 762 | | | | 2,749 | | |

| Net unrealized gain on investments | — | | | — | | | | — | | | | — | | | | 1,350 | | | | — | | | | 1,350 | | | | 430 | | | | 1,780 | | |

| Exercise of stock options | 332,576 | | | 3 | | | | — | | | | 15,580 | | | | — | | | | — | | | | 15,583 | | | | — | | | | 15,583 | | |

| Cancellation of restricted stock | (31,500 | ) | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | |

| Cash dividends declared | — | | | — | | | | — | | | | (462,730 | | ) | | — | | | | (493,629 | | ) | | (956,359 | | ) | | — | | | | (956,359 | | ) |

| Stock-based compensation | — | | | — | | | | — | | | | 19,161 | | | | — | | | | — | | | | 19,161 | | | | 682 | | | | 19,843 | | |

| Deposits and purchase of intangibles and other assets | (218,925 | | ) | | (13,961 | | ) | | (38,042 | | ) |

| Principal payments on long-term debt | (101,339 | | ) | | (501,400 | | ) | | (1,022,847 | | ) |

| Repurchase of first mortgage notes | (98,400 | | ) | | — | | | | — | | |

| Interest rate swap settlement | — | | | | — | | | | (2,368 | | ) |

| Increase in debt related to the redemption of stock | $ | — | | | $ | — | | | $ | 1,936,443 | |

| Increase in liability for dividends declared on nonvested stock | $ | 1,668 | | | $ | 2,708 | | | $ | 866 | |

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

The Company had restricted cash of $1.0 million and $199.9 million at December 31, 2014 and 2013, respectively.

Restricted cash at December 31, 2013 consisted of certain proceeds of the Company’s financing activities that were restricted by the agreements governing the Company’s debt instruments for the payment of certain Wynn Palace related construction and development costs.

During the first quarter of 2014, the Company applied the restricted cash balances to payment of certain Wynn Palace related construction and development costs.

The allowance is estimated based on historical collection patterns and current collection trends.

During 2014, 2013 and 2012 , the Company recorded adjustments to its reserve estimates for casino accounts receivable based on results of historical collection patterns and current collection trends.

The adjustment benefited operating income by $8.7 million and net income attributable to Wynn Resorts, Limited by $6.8 million (or $0.07 per share on a fully diluted basis) for the year ended December 31, 2014.

For the year ended December 31, 2013, this adjustment benefited operating income by $14.9 million and net income attributable to Wynn Resorts, Limited by $12.0 million (or $0.12 per share on a fully diluted basis for the year ended December 31, 2013).

For the year ended December 31, 2012, this adjustment benefited operating income by $30.9 million and net income attributable to Wynn Resorts, Limited by $23.3 million (or $0.22 per share on a fully diluted basis for the year ended December 31, 2012).

Accordingly, changes in

In addition, in the furtherance of various future business objectives, the Company considered its ability, at its sole option, to prepay the Redemption Note at any time in accordance with its terms without penalty.

Accordingly, the Company reasonably determined that the estimated life of the Redemption Note could be less than the contractual life of the Redemption Note.

As a result of this analysis, the Company concluded the Redemption Note's stated rate of 2% approximated a market rate.

Otherwise, a valuation allowance is applied.

than not to be sustained, then the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement.

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

| Redemption note | $ | 1,936,443 | | | — | | | | $ | 1,936,443 | | | — | |

| Cash equivalents | $ | 1,349,647 | | | $ | 220,923 | | | $ | 1,128,724 | | | — | |

In August 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standards update that requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances.

Substantial doubt about an entity's ability to continue as a going concern exists when relevant conditions and events, consolidated in the aggregate, indicate that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued.

Currently, there is no guidance in U.S. GAAP for management's responsibility to perform an evaluation.

Under the update, management's evaluation is to be performed when preparing financial statements for each annual and interim reporting period and based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued.

Based on such evaluation, the [removed: Company’s] [added: Company's] Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2014,] [added: 2015,] the [removed: Company’s] [added: Company's] disclosure controls and procedures are effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the [removed: Company’s] [added: Company's] management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.

Management assessed the effectiveness of the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2014.][added: 2015.]

Based on our assessment, management believes that, as of December 31, [removed: 2014,] [added: 2015,] the [removed: Company’s] [added: Company's] internal control over financial reporting was effective.

This report appears under [removed: “Report] [added: "Report] of Independent Registered Public Accounting Firm on Internal [removed: Controls] [added: Control] Over Financial [removed: Reporting”] [added: Reporting"] on page [removed: 67.][added: 64.]

[removed: There] [added: Except as described below, there] have not been any changes in the [removed: Company’s] [added: Company's] internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the [removed: Company’s] [added: Company's] internal control over financial reporting.

As summarized in Item 8—"Financial Statements and Supplementary Data", Note 19 "Quarterly Financial Information (Unaudited)," during the 2015 year end close process, the Company identified an error in its valuation process related to the Redemption Note.

Management determined the controls applied at September 30, 2015 regarding the valuation of the Redemption Note were not effective and this control deficiency represented a material weakness in internal control over financial reporting at that date.

Subsequent to the identification of this control deficiency, management changed the design of its related controls.

Specifically, the same controls utilized in the year end annual close process will be applied to all interim reporting periods, including the use of a third party specialist to validate the Redemption Note fair value.

As reported above, management has concluded the Company's internal control over financial reporting is effective as of December 31, 2015.

None.

On February 24, 2015, the Company entered into a second amendment (the “Amendment”) to the Employment Agreement, dated as of November 7, 2013, as amended, by and between the Company and Stephen Cootey, Chief Financial Officer, Senior Vice President and Treasurer.

The Amendment, effective as of February 24, 2015, among other things, provides that the amount of any separation payment payable under his employment agreement shall equal the sum of his base salary through the end of the term of the agreement (but not less than 12 months), plus the amount of any bonus paid for the preceding bonus period, plus any accrued but unpaid vacation time.

The description of the Amendment is qualified by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1.6.2.

On February 26, 2015, the Company entered into (i) a Management Fee and Corporate Allocation Agreement, dated as of February 26, 2015, by and between the Company and Wynn Las Vegas (“Management Agreement”) and (ii) a 2015 Intellectual

Property License Agreement, dated as of February 26, 2015, by and among the Company, Wynn Resorts Holdings, LLC and Wynn Las Vegas (“2015 IP Agreement”).

The Management Agreement provides that, among other things, Wynn Las Vegas will pay the Company a yearly management fee equal to 1.5% of net revenues and monthly corporate allocation charges for corporate support services provided by the Company in support of Wynn Las Vegas’ business.

Pursuant to the 2015 IP Agreement, Wynn Las Vegas is granted a non-exclusive license to certain intellectual property at a monthly licensing fee of 3% of Wynn Las Vegas’ gross revenue, subject to a 1.5% reduction while the 2004 IP Agreement (defined below) is in place.

In connection with the foregoing, the Company terminated that certain Management Agreement, dated as of December 14, 2004, by and among the Company, Wynn Las Vegas, and certain Wynn Las Vegas-related entities.

That certain Intellectual Property License Agreement, dated as of December 14, 2004 (“2004 IP Agreement”), by and among the Company, Wynn Resorts Holdings, LLC and Wynn Las Vegas remains in effect until otherwise terminated by the parties in accordance with the terms therein.

These descriptions of the Management Agreement and 2015 IP Agreement are qualified by reference to such agreements, copies of which are filed herewith as Exhibits 10.11.2 and 10.11.5, respectively.

The information required by this item will be contained in the [removed: Registrant’s] [added: Registrant's] definitive Proxy Statement for its [removed: 2015] [added: 2016] Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2014] [added: 2015] (the [removed: “2015] [added: "2016] Proxy [removed: Statement”)] [added: Statement")] under the captions [removed: “Election] [added: "Election] of [removed: Directors”, “Executive Officers”, “Corporate Governance”] [added: Directors," "Executive Officers," "Corporate Governance"] and [removed: “Section] [added: "Section] 16(a) Beneficial Ownership Reporting [removed: Compliance,”] [added: Compliance,"] and is incorporated herein by reference.

The information required by this item will be contained in the [removed: 2015] [added: 2016] Proxy Statement under the captions [removed: “Director Compensation”, “Compensation] [added: "Director Compensation," "Compensation] Discussion and [removed: Analysis”] [added: Analysis"] and [removed: “Executive] [added: "Executive] Compensation [removed: Tables,”] [added: Tables,"] and is incorporated herein by reference.

Certain information required by this item will be contained in the [removed: 2015] [added: 2016] Proxy Statement under the caption [removed: “Certain] [added: "Certain] Beneficial Ownership and Management," and is incorporated herein by reference.

| Equity compensation plans approved by security holders | 1,370,260 | | | $ | 81.49 | | | 4,234,625 | |

| Total | 1,370,260 | | | $ | 81.49 | | | 4,234,625 | |

| Equity compensation plans approved by security holders | 1,380,976 | | | $ | 79.93 | | | 4,407,390 | |

| Total | 1,380,976 | | | $ | 79.93 | | | 4,407,390 | |

The information required by this item will be contained in the [removed: 2015] [added: 2016] Proxy Statement under the caption [removed: “Certain] [added: "Certain] Relationships and Related [removed: Transactions",] [added: Transactions,"] and [removed: “Corporate Governance,”] [added: "Corporate Governance,"] and is incorporated herein by reference.

The information required by this item will be contained in the [removed: 2015] [added: 2016] Proxy Statement under the caption [removed: “Ratification] [added: "Ratification] of Appointment of Independent [removed: Auditors,”] [added: Auditors,"] and is incorporated herein by reference.

Item15.

Exhibits, Financial Statement Schedules

(a)1.

The following consolidated financial statements of the Company are filed as part of this report under Item 8—"Financial Statements and Supplementary Data."

| | |

| --- | --- |

| • | 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 |

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| --- | --- |

| • | Consolidated Statements of Stockholders' Equity for the years ended December 31, 2015, 2014 and 2013 |

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| --- | --- |

| • | Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013 |

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| --- | --- |

| • | Notes to Consolidated Financial Statements |

(a)2.

Financial Statement Schedule filed in Part IV of this report:

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| --- | --- |

| • | Schedule II—Valuation and Qualifying Accounts |

We have omitted all other financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

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| Description | Balance at Beginning of Year | | | | Provisions for Doubtful Accounts | | | Write-offs, Net of Recoveries | | | Balance at End of Year | | |

| Allowance for doubtful accounts: | | | | | | | | | | | | | |

(a)1.

The following consolidated financial statements of the Company are filed as part of this report under Item 8—“Financial Statements and Supplementary Data.”

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| --- | --- |

| • | Reports of Independent Registered Public Accounting Firm |

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| --- | --- |

| • | Consolidated Balance Sheets as of December 31, 2014 and 2013 |

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| --- | --- |

| • | Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012 |

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| --- | --- |

| • | Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012 |

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| --- | --- |

| • | Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2013 and 2012 |

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| --- | --- |

| • | Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 |

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| --- | --- |

| • | Notes to Consolidated Financial Statements |

(a)2.

Financial Statement Schedules filed in Part IV of this report are listed below:

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| --- | --- |

| • | Schedule I—Condensed financial information of the registrant |

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| --- | --- |

| • | Schedule II—Valuation and Qualifying Accounts |

We have omitted all other financial statement schedules because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.

SCHEDULE 1—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

WYNN RESORTS, LIMITED

(Parent Company Only)

CONDENSED BALANCE SHEETS

(in thousands, except share data)

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