Wynn Resorts (WYNN) 10-K risk factor changes: FY2016 vs FY2015

You should carefully consider the risk factors set forth below, as well as the other information contained in this Annual Report on Form 10-K, regarding matters [removed: which] [added: that] could have an adverse effect, including a material one, on our business, financial condition, results of operations and cash flows.

[removed: However,] [added: Mr. Wynn's employment agreement expires in October 2022; however,] we cannot assure you that Mr. Wynn will remain with Wynn Resorts.

Visitation to Macau may [removed: 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 [removed: Wynn] [added: our] Macau [removed: | Encore] [added: Operations] come from mainland China.

It is not known when, or if, policies similar to those implemented in 2009 restricting visitation by mainland Chinese citizens to Macau and [removed: Hong Kong, will be put in place and travel policies may be adjusted, without notice, in the future.]

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

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

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

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

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

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

Major construction projects of the scope and scale of Wynn [removed: Palace and the Wynn resort in Massachusetts] [added: Boston Harbor] entail significant risks, including:

| • | geological, construction, excavation, regulatory and equipment problems; [added: and] |

| • | unanticipated cost increases; [removed: and] |

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 and/or the Wynn resort in Massachusetts.][added: Boston Harbor.]

Our Wynn [removed: Palace facility or the Wynn resort in Massachusetts] [added: Boston Harbor] facility may not commence operations on schedule and construction costs for [removed: these projects] [added: the project] may exceed budgeted amounts.

Failure to complete [removed: these projects] [added: the project] on schedule or within budget may have a significant negative effect on us and on our ability to make payments on our debt.

In addition, our new projects may be more sensitive to certain risks, including risks associated with downturns in the economy, than the [removed: integrated] resorts we currently operate.

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

See Item [removed: 8—"Financial] [added: 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 "Complaint"), alleging breaches of fiduciary duty and related claims (the "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 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 [removed: Directors] [added: Directors,] (4) regulatory inquiries and investigations were initiated against the Company, and (5) the Okada Parties filed a complaint in the Court of First Instance of Macau (against [removed: Wynn Macau SA and certain individuals who are or were directors of Wynn Macau SA and/or Wynn Macau, Limited.]

See Item [removed: 8—"Financial] [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.

Potential violations of law by Mr. Okada [removed: (former director] and [removed: formerly the largest beneficial owner of our shares) and] his affiliates could have adverse consequences to the Company.

The Freeh Reported detailed numerous instances of conduct constituting prima facie violations of the [removed: Foreign Corrupt Practices Act (the "FCPA")] [added: FCPA] by [removed: Kazuo] [added: Mr.] Okada [removed: (formerly the largest beneficial owner of our shares)] and certain of his affiliates.

See Item [removed: 8—"Financial] [added: 8-"Financial] Statements and Supplementary Data," Note 17 "Commitments and 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 Company's compliance with applicable laws in connection with the Okada matter, as discussed in Item [removed: 8—"Financial] [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 Company's financial condition or results of operations.]

As of December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] the fair value of the Redemption Note was [removed: $1.88] [added: $1.82] billion and [removed: $1.94] [added: $1.88] billion, respectively.

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 pending litigation with the Okada Parties (see Item [removed: 8—"Financial] [added: 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.

Observable inputs for the risk free rate [added: were] based on Federal Reserve rates for U.S. Treasury securities and [added: the] credit risk spread [added: was] based on a yield curve index of similarly rated [removed: debt was used.][added: debt.]

Ongoing litigation and other disputes with Mr. Okada and certain of his [removed: affiliates] [added: affiliates, as well as claims by Ms. Wynn,] could distract management and result in negative publicity and additional scrutiny [removed: of] [added: from] regulators.

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

We deal with significant amounts of cash in our operations and are subject to various [added: jurisdictions’] reporting and anti-money laundering laws and regulations.

Recently, [added: both] U.S. [added: and Macau] governmental authorities have [removed: evidenced an] increased [added: their] focus on the gaming industry and compliance with anti-money laundering laws and regulations.

Further, we have operations, and a significant portion of our revenue is derived [removed: from customers,] outside of the United States.

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 [added: circumventing our policies and the law.]

If we or our directors, employees or agents fail to comply with applicable laws or Company policies governing our operations, the Company may face investigations, prosecutions and other legal proceedings and [removed: actions] [added: actions,] which could result in civil penalties, administrative remedies and criminal sanctions.

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 Data," Note 17 "Commitments and Contingencies."

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

If the Macau government were to allow additional competitors to operate in Macau through the grant of additional concessions or subconcessions, we would face additional competition, which [removed: could have a material adverse effect on our business, financial condition, results of operations and cash flows.]

Several of the current concessionaires and subconcessionaires [removed: have opened] [added: will open] additional facilities in the Cotai area [removed: of Macau] during [removed: 2015 or expect to open in 2016] [added: 2017] and [removed: 2017.][added: 2018.]

Hong Kong, will be put in place and travel policies may be adjusted, without notice, in the future.

| • | an increase in the cost of maintaining our properties; |

Increased competition could result in a loss of customers, which may negatively affect our cash flows and results of operations.

Macau Operations.

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

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

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

Pursuant to the Gaming Act, the Company is required to commence gaming operations at Wynn Boston Harbor by June 2020, the date that is one year from our projected opening date of June 2019.

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

Failure to meet the deadline could have an adverse effect on our financial condition, results of operations or cash flows from this planned facility.

Moreover, we are subject to the risk that U.S. regulators could determine that Macau's gaming regulatory framework has not

However, the environmental laws under which we operate are

Wynn Macau SA and certain individuals who are or were directors of Wynn Macau SA and/or Wynn Macau, Limited).

In addition, Elaine P.

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

Ongoing litigation and other disputes can be expensive to defend and may divert management’s attention from the operations of our businesses.

Our third-party information system service providers

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

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

As of February 15, 2017, we had a total of 303 table games at Wynn Macau and 304 at Wynn Palace.

Prior public announcements by the Macau government indicated that the Macau government intended to pursue a full smoking ban within all Macau casinos, but in February 2017, Macau's Health Bureau proposed not pursuing a full ban and permitting casinos to have smoking lounges constructed in accordance with certain stringent technical standards still to be determined.

Furthermore, construction of current

and future casino projects, as well as any future infrastructure projects, adjacent to our properties could impede access to our properties during construction and development.

This may negatively impact the results of our Macau Operations.

| • | engage in any activity or enter into any association that is unsuitable for us because it poses an unreasonable |

obligations to our stockholders and to the minority stockholders of Wynn Macau, Limited.

these projects.

Mr. Wynn's employment agreement expires in October 2022.

| | |

| --- | --- |

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.

"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 Company's financial condition or results of operations.

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 outbreak of infectious diseases. |

We are currently constructing Wynn Palace, in the Cotai area of Macau, and in development of a Wynn resort in Massachusetts.

Wynn Macau | Encore.

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

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.

We are currently required to complete Wynn Palace by May 2017.

If we are unable to meet this deadline, we may lose the respective land concession, which could prohibit us from operating any facilities developed under such land concession.

The Company has capitalized approximately $3.4 billion, including the land premium (net of amortization) and $199.9 million in outstanding construction payables and construction retention, as of December 31, 2015.

Under the Company's land concession for Wynn Palace, the Company is required to complete the development by May 2017.

Should the Company determine that it is unable to complete Wynn Palace by this deadline, the Company would expect to apply for an extension from the Macau government.

If the Company is unable to meet the current deadline and the deadline for the development is not extended, the Company could lose its land concession for Wynn Palace, which would prohibit the Company from operating any facilities developed under the land concession.

As a result, the Company could record a charge for all or some portion of its capitalized construction costs and land premiums (net of amortization).

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.

volume of gaming customers visiting Macau, the desirability of Macau as a gaming destination, as well as the results of operations of Wynn Macau, could be negatively impacted.

Public announcements by the Macau government indicate that the Macau government intends to pursue a full smoking ban within all Macau casinos.

a change in control under the Wynn Las Vegas, LLC debt documents.

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

See Item 8—"Financial Statements and Supplementary Data," Note 17 "Commitments and Contingencies";

| • | we may experience decreased revenues from our operations due to decreased consumer spending levels and high unemployment, and could fail to generate sufficient cash to fund our liquidity needs and/or fail to satisfy the financial and other restrictive covenants to which we are subject under our existing indebtedness. Our business may not generate sufficient cash flow from operations to pay our indebtedness or to fund our other liquidity needs; |

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

[removed: We are currently constructing] [added: On August 22, 2016, we opened] Wynn Palace, an integrated [removed: casino] resort in the Cotai area of Macau.

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

[removed: Our integrated Macau resort of] Wynn Macau [removed: and Encore at Wynn Macau] features [removed: approximately 284,000 square feet of casino space with 458 table games and 708 slot machines and] two luxury hotel towers with a total of 1,008 guest rooms and [removed: suites.][added: suites, approximately 284,000 square feet of casino space, eight food and beverage outlets, approximately 31,000 square feet of meeting and convention space, approximately 57,000 square feet of retail space, a rotunda show and recreation and leisure facilities.]

Wynn Las Vegas [removed: | Encore includes 34 food] [added: features two luxury hotel towers with a total of 4,748 guest rooms, suites] and [removed: beverage outlets,] [added: villas,] approximately [removed: 99,000] [added: 189,000] square feet of [removed: retail] [added: casino] space, [added: 33 food and beverage outlets, an on-site 18-hole golf course,] approximately 290,000 square feet of meeting and convention space, [removed: an on-site 18 hole golf course,] [added: approximately 99,000 square feet of retail space,] as well as two showrooms, three [removed: nightclubs and] [added: nightclubs,] a beach [removed: club.][added: club, and recreation and leisure facilities.]

The total project budget, including [added: gaming license fees,] construction costs, capitalized interest, pre-opening [removed: expenses, land costs] [added: expenses] and [removed: financing fees,] [added: land costs,] is [added: estimated to be] approximately [removed: $4.1] [added: $2.4] billion.

In November 2014, [removed: the Company was] [added: we were] awarded a gaming license to develop and construct [added: Wynn Boston Harbor,] an integrated resort in Everett, Massachusetts, adjacent to [removed: Boston.][added: Boston along the Mystic River.]

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

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

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

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

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

Below is a discussion of the methodologies used to calculate win [removed: percentage] [added: percentages] at our resorts.

In our VIP [removed: casino] [added: operations] in Macau, customers primarily purchase non-negotiable chips, commonly referred to as rolling chips, from the casino [removed: cage and there is no deposit into a gaming table drop box from chips purchased from the] cage.

The loss of the non-negotiable chips in the VIP [removed: casino] [added: operations] is recorded as turnover and provides a base for calculating VIP [removed: casino] win percentage.

It is customary in Macau to measure VIP [removed: casino] play using this rolling chip method.

We expect our win as a percentage of turnover [removed: in this segment] [added: from these operations] to be within the range of 2.7% to 3.0%.

In our mass market [removed: casino] [added: operations] in Macau, customers may purchase cash chips at either the gaming tables or at the casino cage.

The measurements [removed: in] [added: from] our VIP [removed: casino] and [removed: the] mass market [removed: casino] [added: operations] are not comparable as the [added: measurement method used in our] mass market [removed: casino] [added: operations] tracks the initial purchase of chips at the table [added: and at the casino cage,] while the measurement method [removed: in] [added: from] our VIP [removed: casino] [added: operations] tracks the sum of all losing wagers.

Accordingly, the base measurement [removed: in] [added: from] the VIP [removed: casino] [added: operations] is much larger than the base measurement [removed: in] [added: from] the mass market [removed: casino.][added: operations.]

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

| | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Net revenues | $ | [removed: 4,075,883] [added: 4,466,297] | | | $ | [removed: 5,433,661] [added: 4,075,883] | | | $ | [removed: 5,620,936] [added: 5,433,661] | |

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

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

| Adjusted Property EBITDA | [removed: $] [added: 1,259,327] | [removed: 1,185,789] | | | [removed: $] [added: 1,185,789] | [removed: 1,773,278] | | | [removed: $] [added: 1,773,278] | [removed: 1,810,801] | |

During the year ended December 31, 2015, our net income attributable to Wynn Resorts, Limited was $195.3 million, a decrease of 73.3% over [added: $731.6 million in] the same period of 2014, resulting in diluted earnings per share of $1.92.

Adjusted Property EBITDA decreased year-over-year by 33.1%, from [removed: $1,773.3 million] [added: $1.77 billion] for the year ended December 31, 2014 to [removed: $1,185.8 million] [added: $1.19 billion] for the [added: same period of 2015, primarily as a result of the weaker performance from Wynn Macau previously discussed.]

Our [removed: results reflect continued weak performance from our Macau Operations,] [added: VIP gaming operations drove the decline] with [removed: a reduction] [added: $57.92 billion] in VIP turnover [removed: of 46.4%] for the year ended December 31, 2015, compared to [added: $108.08 billion for] the same period of 2014.

During the year ended December 31, [removed: 2014,] [added: 2016,] our net income attributable to Wynn Resorts, Limited was [removed: $731.6] [added: $242.0] million, [removed: relatively flat compared to] [added: an increase of 23.9% over $195.3 million in] the same period of [removed: 2013,] [added: 2015,] resulting in diluted earnings per share of [removed: $7.18.][added: $2.38.]

[removed: Our results] [added: Room revenues decreased $4.3 million, to $538.5 million] for the year ended December 31, [removed: 2014 compared to] [added: 2015, from $542.8 million in] the same period of [removed: 2013 were primarily attributable to] [added: 2014, driven by] a [removed: 5.8%] decline [removed: in casino revenues] from our Macau Operations [added: of $8.4 million, partially] offset by [removed: non-casino revenue growth] [added: an increase] from our Las Vegas [removed: Operations.][added: Operations of $4.2 million.]

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

| Net revenues | | | | | | | | | | [removed: |]

| [added: Wynn] Macau [removed: Operations] | $ | 2,463,092 | | | $ | 3,796,750 | | | (35.1 | ) |

Net revenues decreased 25.0% to [removed: $4,075.9 million] [added: $4.08 billion] for the year ended December 31, 2015, from [removed: $5,433.7 million] [added: $5.43 billion] for the same period in 2014.

The decline [removed: is] [added: in net revenues was] primarily [removed: due to] [added: driven by] a decrease of 35.5%, or [removed: $1,273.9 million,] [added: $1.27 billion,] in casino [removed: revenues] [added: revenue] from our Macau Operations.

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

Casino revenues decreased 31.4% to [removed: $2,932.4 million] [added: $2.93 billion] for the year ended December 31, 2015, from [removed: $4,274.2 million] [added: $4.27 billion] in the same period of 2014.

The decline [removed: is] [added: was] 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 [removed: $3,586.8 million] [added: $3.59 billion] to [removed: $2,312.9 million.][added: $2.31 billion.]

In addition, our [added: Macau Operations'] mass market gaming [removed: operations] contributed to the decline [removed: 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.

In Macau, we own approximately 72% of WML and we operate the Wynn Macau and Wynn Palace resorts, which we refer to as our Macau Operations.

Wynn Palace features a luxury hotel tower with 1,706 guest rooms, suites and villas, approximately 420,000 square feet of casino space, 10 food and beverage outlets, approximately 40,000 square feet of meeting and convention space, approximately 105,000 square feet of retail space, public attractions, including a performance lake and floral art displays, and recreation and leisure facilities.

In December 2016, we formed a joint venture with Crown Acquisitions Inc. ("Crown") to own and operate approximately 88,000 square feet of existing retail space (of which we own 50.1%) and signed an agreement with Crown to form a joint venture to own and operate approximately 73,000 square feet of additional retail space that is currently under construction at Wynn Las Vegas.

We expect to open the additional retail space in the first quarter of 2018.

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

As of December 31, 2016, we have incurred approximately $466.8 million in total project costs.

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

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

Adjusted Property EBITDA increased year-over-year by 6.2%, from $1.19 billion for the year ended December 31, 2015 to $1.26 billion for the same period of 2016, primarily due to the new operations associated with the opening of Wynn Palace, partially offset by a decrease of 3.8% from Wynn Macau driven by a continued decrease in business volumes.

The decrease in net income attributable to Wynn Resorts, Limited was primarily due to weaker performance from Wynn Macau, driven by a 46.4% reduction in VIP turnover compared to 2014, along with a loss on extinguishment of debt we experienced

during the year.

| | 2016 | | | | 2015 | | | | Percent Change | |

| Wynn Macau | $ | 2,264,087 | | | $ | 2,463,092 | | | (8.1 | ) |

| Wynn Palace (1) | 583,336 | | | | — | | | | — | |

| Total Macau Operations | 2,847,423 | | | | 2,463,092 | | | | 15.6 | |

| Las Vegas Operations | 1,618,874 | | | | 1,612,791 | | | | 0.4 | |

| | $ | 4,466,297 | | | $ | 4,075,883 | | | 9.6 | |

(1) Wynn Palace opened on August 22, 2016.

The increase was primarily due to $583.3 million from Wynn Palace and an increase of $6.1 million from our Las Vegas Operations, partially offset by a decrease of $199.0 million from Wynn Macau.

| | 2016 | | | | 2015 | | | | Percent Change |

| Casino revenues | $ | 3,268,141 | | | $ | 2,932,419 | | | 11.4 |

| Non-casino revenues | 1,198,156 | | | | 1,143,464 | | | | 4.8 |

| | $ | 4,466,297 | | | $ | 4,075,883 | | | 9.6 |

The increase was primarily due to casino revenues of $519.9 million from Wynn Palace, partially offset by a $177.7 million decrease from Wynn Macau.

The decline in casino revenues from Wynn Macau was driven by a decrease in business volumes from both our VIP and mass market operations, with decreases in VIP turnover of 18.8%, table drop of 5.6% and slot handle of 14.5%.

The business volume decrease for Wynn Macau was primarily driven by the continued impact from the current economic and political conditions in Macau and China, as well as impact from recent resort openings in the Cotai area of Macau, including Wynn Palace.

We experienced a VIP win as a percentage of turnover of 3.29% for the year ended December 31, 2016, compared to 2.87% for the same period of 2015, which partially offset the business volume decrease in our VIP operations.

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

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

As of February 15, 2017, we had a total of 303 table games at Wynn Macau and 304 at Wynn Palace.

| Wynn Macau: | | | | | | | | | | | | | | |

| Total casino revenues | $ | 2,135,193 | | | $ | 2,312,925 | | | $ | (177,732 | ) | | (7.7 | ) |

| VIP turnover | $ | 47,048,754 | | | $ | 57,917,060 | | | $ | (10,868,306 | ) | | (18.8 | ) |

| Table games win | $ | 1,547,261 | | | $ | 1,659,683 | | | $ | (112,422 | ) | | (6.8 | ) |

| VIP win as a % of turnover | 3.29 | | % | | 2.87 | | % | | 0.42 | | | | | |

| Table drop | $ | 4,585,476 | | | $ | 4,857,804 | | | $ | (272,328 | ) | | (5.6 | ) |

| Table games win | $ | 881,797 | | | $ | 951,458 | | | $ | (69,661 | ) | | (7.3 | ) |

| Table games win % | 19.2 | | % | | 19.6 | | % | | (0.4 | | ) | | | |

| Table games win per unit per day | $ | 11,131 | | | $ | 11,431 | | | $ | (300 | ) | | (2.6 | ) |

| Average number of slot machines | 802 | | | | 708 | | | | 94 | | | | 13.3 | |

In Macau, we own 72% of Wynn Macau, Limited and operate Wynn Macau and Encore at Wynn Macau.

We refer to the integrated Wynn Macau and Encore at Wynn Macau resort as Wynn Macau | Encore or as our Macau Operations.

Wynn Macau | Encore includes casual and fine dining in eight restaurants, approximately 57,000 square feet of retail space, approximately 31,000 square feet of lounge and meeting facilities and recreation and leisure facilities.

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

In February 2015, we completed the renovation of approximately 27,000 square feet of our casino space at Wynn Macau 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, 1,866 slot machines and two luxury hotel towers with a total of 4,748 guest rooms, suites and villas.

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

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.

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

In July 2013, we signed a $2.7 billion GMP contract for the project's construction.

As of December 31, 2015, we have invested approximately $3.5 billion in the project.

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.

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

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

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.

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.

Adjusted Property EBITDA decreased year-over-year by 2.1%, from $1,810.8 million for the year ended December 31, 2013 to $1,773.3 million for the same period of 2014.

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

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.

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We expect our pre-opening costs to increase in 2016 as Wynn Palace progresses toward completion and we begin development of the Wynn resort in Massachusetts.

In October 2015, Wynn Macau SA received an additional 5-year exemption, effective January 1, 2016, from Macau's Complementary Tax on casino gaming profits through December 31, 2020.

While no additional tax was due, adjustments were made to our foreign net operating loss carryforwards.

| | 2014 | | | | 2013 | | | | Percent Change | |

| Macau Operations | $ | 3,796,750 | | | $ | 4,040,526 | | | (6.0 | ) |

| Las Vegas Operations | 1,636,911 | | | | 1,580,410 | | | | 3.6 | |

| | $ | 5,433,661 | | | $ | 5,620,936 | | | (3.3 | ) |

The decline in net revenues was primarily driven by a decrease of 5.8%, or $221.1 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.

| | 2014 | | | | 2013 | | | | Percent Change | |

| Casino revenues | $ | 4,274,221 | | | $ | 4,490,637 | | | (4.8 | ) |

| Non-casino revenues | 1,159,440 | | | | 1,130,299 | | | | 2.6 | |

| | $ | 5,433,661 | | | $ | 5,620,936 | | | (3.3 | ) |

Our Macau Operations experienced a year-over-year decrease in casino revenues of 5.8% from $3,807.9 million to $3,586.8 million.

The following table provides estimated future cash flow information derived from our best estimates of repayments [removed: at] [added: as of] December 31, [removed: 2015,] [added: 2016,] of our expected long-term indebtedness and related weighted average interest rates by expected maturity dates.

[added: As of December 31, 2016,] such rates remain at historic lows.

The one-month LIBOR and HIBOR rates [removed: at] [added: as of] December 31, [removed: 2015] [added: 2016] of [removed: 0.42%] [added: 0.77%] and [removed: 0.22%,] [added: 0.75%,] respectively, were used for all variable rate calculations in the table below.

| | | [removed: 2016 | | | |] 2017 | | | | 2018 | | | | 2019 | | | | 2020 | | | | [added: 2021 | | | |] Thereafter | | | | Total | | |

| Average interest rate | | — | | % | | — | | % | | — | | % | | — | | % | | [removed: —] [added: 5.3] | | % | | [removed: 4.3] [added: 4.0] | | % | | 4.3 | | % |

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

Under two of the swap agreements, we pay a fixed interest rate (excluding the applicable interest margin) of 0.73% on notional amounts corresponding to borrowings of HK$3.95 billion (approximately $509.4 million) [removed: incurred under the Wynn Macau Credit Facilities] in exchange for receipts on the same amount at a variable interest rate based on the applicable HIBOR at the time of payment.

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 [removed: incurred under the Wynn Macau Credit Facilities] in exchange for receipts on the same amount at a variable rate based on the applicable LIBOR at the time of payment.

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

As of December 31, [removed: 2014,] [added: 2016,] interest rate swaps [removed: were recorded as an asset] of [removed: $5.9] [added: $1.1] million [added: were] included in [removed: deposits] [added: prepaid expenses] and other [removed: assets] in the accompanying Consolidated Balance [removed: Sheet.][added: Sheets.]

The following table provides information about our interest rate swaps, by contractual maturity dates, as of December 31, [removed: 2015 and] [added: 2016,] using estimated future LIBOR and HIBOR rates based upon implied forward rates in the yield curve.

| | | [removed: 2016 | | | |] 2017 | | | | 2018 | | | | 2019 | | | | 2020 | | | | [added: 2021 | | | |] Thereafter | | | | Total | | |

| Average notional amount | | $ | [removed: —] [added: 753.0] | | | $ | [removed: 753] [added: —] | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | [removed: 753] [added: 753.0] | |

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

| Average receive rate | | [removed: —] [added: 0.95] | | % | | [removed: 0.77] [added: —] | | % | | — | | % | | — | | % | | — | | % | | — | | % | | [removed: 0.77] [added: 0.95] | | % |

As of December 31, [removed: 2015,] [added: 2016,] approximately [removed: 78%] [added: 66.5%] 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: 2015,] [added: 2016,] an assumed 1% change in the variable rates would cause our annual interest cost to change by [removed: $20.6] [added: $34.6] million.

The currency delineated in Wynn [removed: Macau's] [added: Macau SA's] concession agreement with the government of Macau is the Macau pataca.

The Macau [removed: pataca, which is not a freely convertible currency,] [added: pataca] is linked to the Hong Kong dollar, and in many cases the two are used interchangeably in Macau.

[removed: In addition, because we] [added: We] expect [removed: that] most of the revenues [added: and expenses] for any casino that [removed: Wynn Macau operates] [added: we operate] in Macau will be in Hong Kong [removed: dollars, we are subject to foreign exchange risk with respect to the exchange rate between the Hong Kong dollar and the U.S. dollar.][added: dollars or Macau patacas.]

[removed: Also, if] [added: For] any [removed: of our Macau-related entities incur] U.S. dollar-denominated [removed: debt,] [added: debt or other obligations incurred by our Macau-related entities,] 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 [removed: Wynn Macau's] [added: our] results of operations, financial [removed: condition,] [added: condition] and ability to service [removed: its] debt.

Based on our balances [removed: at] [added: as of] December 31, [removed: 2015,] [added: 2016,] an assumed 1% change in the US dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of approximately [removed: $23.4] [added: $28.2] million.

| Fixed rate | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,350.0 | | | $ | 5,136.4 | | | $ | 6,486.4 | |

| Variable rate | | $ | — | | | $ | 313.0 | | | $ | 364.3 | | | $ | 1,668.3 | | | $ | 1,491.7 | | | $ | — | | | $ | 3,837.3 | |

| Average interest rate | | — | | % | | 1.9 | | % | | 2.7 | | % | | 2.6 | | % | | 2.8 | | % | | — | | % | | 2.6 | | % |

We manage exposure to foreign currency risks associated with future scheduled interest payments through the use of foreign currency forward contracts.

These contracts involve the exchange of one currency for a second currency at a future date and are with a counter party, which is a major international financial institution.

As of December 31, 2015,

| Fixed rate | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 6,486 | | | $ | 6,486 | |

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

| Average interest rate | | — | | % | | — | | % | | 2.1 | | % | | 2.0 | | % | | 2.0 | | % | | 2.0 | | % | | 2.0 | | % |

Because many of Wynn Macau's payment and expenditure obligations are in Macau patacas, in the event of unfavorable Macau pataca or Hong Kong dollar rate changes, Wynn Macau's obligations, as denominated in U.S. dollars, would increase.

To date, we have not engaged in hedging activities intended to protect against foreign currency risk.

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

Wynn Resorts currently owns [added: approximately] 72% of Wynn Macau, [removed: Limited, which] [added: Limited ("WML") and] operates [removed: an] [added: two] integrated [removed: resort] [added: resorts] in the Macau Special Administrative Region of the People's Republic of China [removed: ("Macau").][added: ("Macau"), Wynn Macau and Wynn Palace.]

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

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

We refer to [removed: the integrated] Wynn Macau and [removed: Encore at] Wynn [removed: Macau resort as "Wynn Macau | Encore" or] [added: Palace] as our "Macau Operations." We operate [removed: Wynn] [added: our] Macau [removed: | Encore] [added: Operations] under a 20-year casino concession agreement granted by the Macau government in June 2002.

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

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

Wynn Macau [removed: | Encore] features the following as of February [removed: 12, 2016:][added: 15, 2017:]

| • | Approximately 284,000 square feet of casino [removed: space] [added: space,] offering 24-hour gaming [added: and a full range of games] with [removed: 458] [added: 303] table games and [removed: 708] [added: 957] slot machines, private gaming salons, sky casinos and a poker pit; |

| • | Approximately 31,000 square feet of [removed: space for lounges and] meeting [removed: facilities;] [added: and convention space;] |

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

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

We [added: also] refer to [removed: the integrated] Wynn Las Vegas [removed: and Encore at Wynn Las Vegas resort] as [removed: "Wynn Las Vegas | Encore" or as] our "Las Vegas Operations." Wynn Las Vegas [removed: | Encore] is located at the intersection of the Las Vegas Strip and Sands Avenue, and occupies approximately 215 acres of land fronting the Las Vegas Strip.

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

Wynn Las Vegas [removed: | Encore] features the following as of February [removed: 12, 2016:][added: 15, 2017:]

| • | Approximately [removed: 186,000] [added: 189,000] square feet of casino space, offering 24-hour gaming [added: and a full range of games] with [removed: 232] [added: 234] table games and [removed: 1,866] [added: 1,907] slot machines, private gaming salons, a sky casino, a poker room, and a race and sports book; |

| • | [removed: 34] [added: 10] food and beverage [removed: outlets featuring signature chefs;] [added: outlets;] |

| • | A specially designed theater presenting "Le Rêve-The Dream," a water-based theatrical production and a theater presenting [removed: "Steve Wynn's ShowStoppers," a Broadway-style] entertainment [removed: production;] [added: productions] and [added: various headliner entertainment acts.] |

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

The total project budget, including [added: gaming license fees,] construction costs, capitalized interest, pre-opening [removed: expenses, land costs] [added: expenses] and [removed: financing fees,] [added: land costs,] is [removed: $4.1] [added: estimated to be approximately $2.4] billion.

In November 2014, we were awarded a gaming license to develop and construct [added: Wynn Boston Harbor,] an integrated resort in Everett, Massachusetts, [added: located] adjacent to [removed: Boston.][added: Boston along the Mystic River.]

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

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

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

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

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

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

| • | Collectively, Wynn Resorts earned more Five-Star awards than any other independent hotel company in the world in the official [removed: 2016] [added: 2017] Forbes Travel Guide Star Rating list. |

| • | Wynn Macau [removed: \| Encore] continues to be the only resort in the world with [removed: seven] [added: eight Forbes Travel Guide] Five-Star awards. |

| • | Wynn Resorts was once again honored as the highest ranking casino resort on FORTUNE Magazine's [removed: 2016] [added: 2017] World's Most Admired Companies list in the hotel, casino and resort category. |

| • | [removed: lifting] [added: raising] average hotel room rates in the region; |

| • | complementing existing convention and meeting business with [removed: 5-star] [added: five-star] accommodations and appropriately scaled meeting amenities; |

Both our Macau Operations and [removed: our] Las Vegas Operations compete with other high-quality casino resorts.

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

In 2002, the government of Macau ended a 40-year monopoly on the conduct of gaming operations by conducting a competitive process that resulted in the issuance of gaming concessions to three concessionaires (including Wynn [added: Resorts (Macau) S.A., ("Wynn] Macau [removed: SA),] [added: 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 concessionaires and subconcessionaires.

Currently, there are [removed: 36 operating] [added: 38] casinos [added: operating] in Macau.

We believe that [added: the] Macau [removed: is located in] [added: region hosts] one of the world's largest concentrations of potential gaming customers.

Since the introduction of new casinos starting in 2004, the Macau market has experienced a significant increase in annual gaming revenue [removed: from the $2.9 billion generated in 2002; however,] [added: and has become] the [removed: Macau] [added: largest gaming] market [removed: has recently experienced significant year-over-year declines, including a 34.3% decline] in [removed: 2015.][added: the world.]

The Macau market has [removed: also] experienced tremendous growth in capacity [removed: in] [added: since] the [removed: last several years.][added: opening of Wynn Macau in 2006.]

As of December 31, [removed: 2015,] [added: 2016,] there were [removed: 32,200] [added: 36,300] hotel rooms, [removed: 5,957] [added: 6,287] table games and [removed: 14,578] [added: 13,826] slot machines in Macau, compared to 12,978 hotel rooms, 2,762 table games and 6,546 slot machines as of December 31, 2006.

We also own 100% of and operate Wynn Las Vegas, an integrated resort in Las Vegas, Nevada, and are currently constructing Wynn Boston Harbor, an integrated resort in Everett Massachusetts, adjacent to Boston, which we expect to open in mid-2019.

| • | Eight food and beverage outlets; |

| • | Approximately 57,000 square feet of high-end, brand-name retail space; |

Wynn Palace features the following as of February 15, 2017:

| • | Approximately 420,000 square feet of casino space, offering 24-hour gaming and a full range of games with 304 table games and 996 slot machines, private gaming salons, sky casinos and a poker pit; |

| • | A luxury hotel with a total of 1,706 guest rooms, suites and villas; |

| • | Approximately 105,000 square feet of high-end, brand-name retail space; |

| • | Approximately 40,000 square feet of meeting and convention space; |

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

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

| • | 33 food and beverage outlets; |

| • | Approximately 99,000 square feet of high-end, brand-name retail space (of which, effective December 28, 2016, approximately 88,000 square feet is owned and operated by a joint venture of which we own 50.1%); |

In December 2016, we formed a joint venture with Crown Acquisitions Inc. ("Crown") to own and operate approximately 88,000 square feet of existing retail space and signed an agreement with Crown to form a joint venture to own and operate approximately 73,000 square feet of additional retail space that is currently under construction at Wynn Las Vegas.

We expect to open the additional retail space in the first quarter of 2018.

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

As of December 31, 2016, we have incurred approximately $466.8 million in total project costs.

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

Our business is dependent upon repeat visitation from our guests.

According to Macau Statistical Information, annual gaming revenues have grown from $2.9 billion in 2002 to $27.9 billion in 2016.

In 2014, the Macau gaming market experienced its first year-over-year decline in annual gaming revenues since its liberalization in 2002, influenced by a downward trend in tourist arrivals.

Government statistics show a slight increase in tourist arrivals in 2016 over 2015 of 0.8%, to 31.0 million tourists in 2016.

Despite the slight increase in tourist arrivals in Macau, the decline in tourists' gaming activities has contributed to a further reduction in annual gaming revenues in Macau during 2016, as compared to 2015.

During 2016, we contributed to the new capacity in the market, with the opening of Wynn Palace in the Cotai area.

Several of the current concessionaires and subconcessionaires also opened additional facilities during 2016 in the Cotai area or will open additional facilities during 2017 and 2018, which will further increase other gaming and non-gaming offerings in the Macau market.

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

premiums, fines and indemnity for any material failure to perform the concession agreement.

number of gaming promoters a concessionaire is permitted to engage.

Certain of our officers, directors and key employees have been or may be required to

If the Nevada Gaming Commission decides that a person is unsuitable to own the securities, then under the Nevada Gaming Control Act, the

Any person who is licensed, required to be licensed, registered, required to be registered in Nevada, or is under common control with such persons (collectively, "licensees"), and who proposes to become involved in a

In addition, the MGC may require us to

As of December 31, 2016, we had approximately 24,600 employees (including approximately 12,600 in Macau and 12,000 in the United States).

An extension was in place until February 2017 when we entered into a new collective bargaining agreement, which expires July 2021.

We have

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Wynn Resorts also owns 100% of and operates an integrated resort in Las Vegas, Nevada.

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 2016; however, potential construction delays could push the opening date into the second half of 2016.

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

See "Item 2—Properties" for details on the land concession agreement.

| • | Casual and fine dining in eight restaurants; |

| • | Approximately 57,000 square feet of high-end, brand-name retail shopping, including stores and boutiques by Bvlgari, Cartier, Chanel, Dior, Dunhill, Ermenegildo Zegna, Ferrari, Giorgio Armani, Graff, Gucci, Hermes, Hugo Boss, Jaegar-LeCoultre, Loro Piana, Louis Vuitton, Miu Miu, Piaget, Prada, Richard Mille, Roger Dubuis, Rolex, Tiffany, Vacheron Constantin, Van Cleef & Arpels, Versace, Vertu, and others; |

In February 2015, we completed the renovation of approximately 27,000 square feet of our casino space at Wynn Macau for new VIP gaming rooms.

| • | Approximately 99,000 square feet of high-end, brand-name retail shopping, including stores and boutiques by Alexander McQueen, Brioni, Cartier, Chanel, Chloé, Chopard, Dior, Givenchy, Graff, Hermes, IWC Schaffhausen, Jaeger-LeCoultre, Loro Piana, Louis Vuitton, Moncler, Nicholas Kirkwood, Piaget, Prada, Rolex, Vertu and others; |

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.

We are currently constructing Wynn Palace, an integrated resort featuring a 1,700 room hotel, a performance lake, and a wide range of amenities, including meeting, retail, food and beverage, and gaming space, in the Cotai area of Macau.

As of December 31, 2015, we have invested $3.5 billion in the project.

In September 2011, Palo Real Estate Company Limited ("Palo") and Wynn Resorts (Macau), S.A. ("Wynn Macau SA"), each an indirect subsidiary of Wynn Macau, Limited, formally accepted the terms and conditions of a land concession contract from the Macau government for approximately 51 acres of land in the Cotai area of Macau.

On May 2, 2012, the land concession contract was gazetted by the government of Macau evidencing the final step in the granting of the land concession.

The initial term of the Cotai land concession contract is 25 years from May 2, 2012, and it may be renewed with government approval for successive periods.

The total land premium payable, including interest as required by the land concession contract, is $193.4 million.

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 5%), which began in November 2012.

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

We will 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.

On July 29, 2013, Wynn Macau SA and Palo executed a guaranteed maximum price construction ("GMP") contract with Leighton Contractors (Asia) Limited, acting as the general contractor.

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

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.

Both the contract time and guaranteed maximum price are subject to further adjustment under certain specified conditions.

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

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.

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

| | | |

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

According to Macau Statistical Information, casinos in Macau, the largest gaming market in the world, generated approximately $29 billion in gaming revenue in 2015.

Tourist arrivals in 2015 were 30.7 million, compared to 31.5 million in 2014.

Chinese government officials have, on occasion, exercised their authority to adjust the visa policy and may do so in the future.

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

with applicable laws and regulations.

relationship to or material involvement with us to determine whether the individual is suitable or should be licensed as a business associate of a gaming licensee.

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

| | For the fiscal year ended December 31, [removed: 2015] [added: 2016] |

The aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates based on the closing price as reported on the NASDAQ Global Select Market on June 30, [removed: 2015] [added: 2016] was approximately [removed: $7.99] [added: $7.18] billion.

As of February [removed: 12, 2016, 101,749,906] [added: 15, 2017, 101,925,222] shares of the registrant's Common Stock, $0.01 par value, were outstanding.

Portions of the registrant's Proxy Statement for its [removed: 2016] [added: 2017] 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](#sA74226614A9153388EA565E33EFCE94A)] [added: [Business](#s9CDDE06DC07A5C2C840552EFD9B6A0E1)] | [removed: [3](#sA74226614A9153388EA565E33EFCE94A)] [added: [3](#s9CDDE06DC07A5C2C840552EFD9B6A0E1)] |

| Item 1A. | [Risk [removed: Factors](#s2C5D2991A2DB5F3DB49ED06661ADA0E3)] [added: Factors](#sC16B0D12370B5CF09587DBE7692A3845)] | [removed: [16](#s2C5D2991A2DB5F3DB49ED06661ADA0E3)] [added: [16](#sC16B0D12370B5CF09587DBE7692A3845)] |

| Item [removed: 1B] [added: 1B.] | [Unresolved Staff [removed: Comments](#s5D3AB3E26FEC5ED0960AB1FBE0502365)] [added: Comments](#sD8C412AEE0D350CC8D56DDA75236A0B6)] | [removed: [31](#s5D3AB3E26FEC5ED0960AB1FBE0502365)] [added: [31](#sD8C412AEE0D350CC8D56DDA75236A0B6)] |

| Item 2. | [removed: [Properties](#sCA03CEB2E38A50D1B15B8A78771B5C28)] [added: [Properties](#s02D3D7391C02532DA9F1BD614E344535)] | [removed: [32](#sCA03CEB2E38A50D1B15B8A78771B5C28)] [added: [31](#s02D3D7391C02532DA9F1BD614E344535)] |

| Item 3. | [Legal [removed: Proceedings](#s45A1F005FD895777ACCD6A2BA4E11CA4)] [added: Proceedings](#s723E3B16BE495C3ABFFA97336D819531)] | [removed: [32](#s45A1F005FD895777ACCD6A2BA4E11CA4)] [added: [31](#s723E3B16BE495C3ABFFA97336D819531)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s2339458CF89D58318B382B174ACBE408)] [added: Disclosures](#s3624E39189755F61902133D8D711EE9D)] | [removed: [33](#s2339458CF89D58318B382B174ACBE408)] [added: [32](#s3624E39189755F61902133D8D711EE9D)] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s29BC1F7099E854D39CBA55FE39F9DDAF)] [added: Securities](#sCAEB9AAEBDF55B378E4AFD4252BBFEED)] | [removed: [34](#s29BC1F7099E854D39CBA55FE39F9DDAF)] [added: [33](#sCAEB9AAEBDF55B378E4AFD4252BBFEED)] |

| Item 6. | [Selected Financial [removed: Data](#sA8F82E9C70055608BE36378A915D2370)] [added: Data](#s4537974D392C53E79DA98AC150C184C8)] | [removed: [36](#sA8F82E9C70055608BE36378A915D2370)] [added: [35](#s4537974D392C53E79DA98AC150C184C8)] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s34DB13DE77FD596C9ED92555516C6E29)] [added: Operations](#s63A44DA95CC550FF9F62E5D836C30650)] | [removed: [36](#s34DB13DE77FD596C9ED92555516C6E29)] [added: [36](#s63A44DA95CC550FF9F62E5D836C30650)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sBB52052566BF5701AB2ED070DD73A1FD)] [added: Risk](#s1FE397542FBD5920A9F33FF690F711F1)] | [removed: [59](#sBB52052566BF5701AB2ED070DD73A1FD)] [added: [59](#s1FE397542FBD5920A9F33FF690F711F1)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s3FA1B490B6225C9C81B40BBF4CF8AEBB)] [added: Data](#sC7E567CC6BB45BFFA6D005B37B2FD6C2)] | [removed: [62](#s3FA1B490B6225C9C81B40BBF4CF8AEBB)] [added: [62](#sC7E567CC6BB45BFFA6D005B37B2FD6C2)] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s288EB5260D9A5BEFB5E81C3E8056138A)] [added: Disclosure](#s0F5B2E7A47C4532EB9AC31B56E3DF834)] | [removed: [115](#s288EB5260D9A5BEFB5E81C3E8056138A)] [added: [115](#s0F5B2E7A47C4532EB9AC31B56E3DF834)] |

| Item 9A. | [Controls and [removed: Procedures](#s35D9C087805B5B4EB7C37D5917EDDA84)] [added: Procedures](#s299FD7200635559CABBB71BF6C98F7C8)] | [removed: [115](#s35D9C087805B5B4EB7C37D5917EDDA84)] [added: [115](#s299FD7200635559CABBB71BF6C98F7C8)] |

| Item 9B. | [Other [removed: Information](#s8E91A1C111505D0C89954C1C17540488)] [added: Information](#s3CC3B5BD9BBF5913BF6ED7A1551DCB59)] | [removed: [115](#s8E91A1C111505D0C89954C1C17540488)] [added: [115](#s3CC3B5BD9BBF5913BF6ED7A1551DCB59)] |

| [PART [removed: III](#sE176B4F901545991B6A2CA10A9CE2649)] [added: III](#s7429FA777D1F57269B0CB602FA9EB3F7)] | | |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#s98BB840E18EA5E118A05D6D05D39F815)] [added: Governance](#sD095CB07F49D5673A19595695FD13563)] | [removed: [116](#s98BB840E18EA5E118A05D6D05D39F815)] [added: [116](#sD095CB07F49D5673A19595695FD13563)] |

| Item 11. | [Executive [removed: Compensation](#sD45C1350B01952FDA41EBC4808FDC076)] [added: Compensation](#s848C32E421FF52F1BFD37B9F7CFCF60E)] | [removed: [116](#sD45C1350B01952FDA41EBC4808FDC076)] [added: [116](#s848C32E421FF52F1BFD37B9F7CFCF60E)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s042121434B8957B2ACC2F7728CE30BA7)] [added: Matters](#sEDD1BC76A5AE539BB7E89CAB1AE7C76D)] | [removed: [116](#s042121434B8957B2ACC2F7728CE30BA7)] [added: [116](#sEDD1BC76A5AE539BB7E89CAB1AE7C76D)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s78844F6E8D025AF38D3F9E4774348E95)] [added: Independence](#s41073AEFDC175E2093352497D1C726AA)] | [removed: [116](#s78844F6E8D025AF38D3F9E4774348E95)] [added: [116](#s41073AEFDC175E2093352497D1C726AA)] |

| Item 14. | [Principal Accountant Fees and [removed: Services](#sAE4D8BE65ACC523D8071719D55416F0D)] [added: Services](#sA30AB73A09CE5C4E902CE2AED035720F)] | [removed: [116](#sAE4D8BE65ACC523D8071719D55416F0D)] [added: [116](#sA30AB73A09CE5C4E902CE2AED035720F)] |

| Item 15. | [removed: [Exhibits and] [added: [Exhibits,] Financial Statement [removed: Schedules](#sAB4DD73D874C57F08441C2A9C5B66080)] [added: Schedules](#s28984793FA475DDB97E52B61C50DAEA8)] | [removed: [117](#sAB4DD73D874C57F08441C2A9C5B66080)] [added: [117](#s28984793FA475DDB97E52B61C50DAEA8)] |

10-K 1 wrl-20161231x10k.htm 10-K

| [PART I](#sA748260CD28F56F2A694C166BE922BF2) | | |

| [PART II](#s6B61594202D55F03972BD2A260389C32) | | |

| [PART IV](#s96058B19081451139FF5AFACDA5B428E) | | |

| [Signatures](#s7A7F9CF4A2A7539ABC130321530D555A) | | [125](#s7A7F9CF4A2A7539ABC130321530D555A) |

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

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

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

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

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

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

In September 2011, Palo [removed: and] [added: Real Estate Company Limited ("Palo"), a subsidiary of] Wynn Macau SA, [removed: each an indirect subsidiary of] [added: and] Wynn Macau [removed: Limited,] [added: SA] formally accepted the terms and conditions of a draft land concession contract from the Macau government for approximately 51 acres of land in the Cotai area of Macau.

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 five acres adjacent to the golf course [removed: on] [added: upon] 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.

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

Wynn Macau.

Wynn Palace.

The term of the land concession contract is 25 years from May 2012, and it may be renewed with government approval for successive periods.

We own approximately 33 acres of land along the Mystic River in Everett, Massachusetts, adjacent to Boston, which is the project site for Wynn Boston Harbor, our integrated resort that is currently under construction.

Wynn Macau SA paid a land concession premium of approximately 319.4 million Macau patacas (approximately $40.0 million) for this land concession.

In 2009, the Company and the Macau government agreed to modify this land concession as a result of the expansion of Wynn Macau with Encore at Wynn Macau and the additional square footage that was added as a result of such expansion.

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

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

We are currently constructing Wynn Palace, an integrated resort featuring a 1,700\-room hotel, a performance lake, and a wide range of amenities, including meeting, retail, food and 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, is $4.1 billion.

As of December 31, 2015, we have invested approximately $3.5 billion in the project.

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.

We own approximately 33 acres of land in Everett, Massachusetts, along the Mystic River.

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

There were approximately [removed: 190] [added: 185] holders of record of our common stock as of February [removed: 12, 2016.][added: 15, 2017.]

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

In [removed: each of] February [removed: 2014,] [added: 2016,] May [removed: 2014, and] [added: 2016,] August [removed: 2014, we] [added: 2016, and November 2016, the Company] paid a cash dividend of [removed: $1.25] [added: $0.50] per share.

On [removed: February 11, 2016,] [added: January 26, 2017,] the Company announced a cash dividend of $0.50 per share, payable on [removed: March 2, 2016] [added: February 28, 2017,] to stockholders of record as of February [removed: 23, 2016.][added: 14, 2017.]

In November [removed: 2015,] [added: 2016,] we repurchased [removed: 4,103] [added: 5,763] shares in satisfaction of tax withholding obligations on vested restricted stock at an average price of [removed: $69.95] [added: $87.53] per share, for a total [removed: expenditure] [added: amount] of [removed: $0.3] [added: $0.5] million.

The performance graph assumes that $100 was invested on December 31, [removed: 2010] [added: 2011] in each of the Company's common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested.

[removed: ][added: ]

| [removed: *100] [added: *$100] invested on [removed: 12/31/10] [added: 12/31/11] in stock or index, including reinvestment of dividends. Fiscal year ending December 31. |

| Copyright © [removed: 2016] [added: 2017] S&P, a division of McGraw Hill Financial. All rights reserved. |

| Copyright © [removed: 2016] [added: 2017] Dow Jones & Co. All rights reserved. |

| 2017 | | | | | | | |

| First Quarter (through February 15, 2017) | $ | 104.39 | | | $ | 86.20 | |

| 2016 | | | | | | | |

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

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

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

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

| 2015 | | | | | | | |

In December 2016, we repurchased 73,413 shares in satisfaction of tax withholding obligations on vested restricted stock at an average price of $98.37 per share, for a total amount of $7.2 million.

None of the foregoing repurchases that occurred during the three months ended December 31, 2016 were part of the Company's publicly announced repurchase program, which is discussed in Item 8—"Financial Statements and Supplementary Data," Note 12 "Stockholders' Equity—Common Stock."

| Year Ended December 31, 2015 | | | | | | | |

| Year Ended December 31, 2014 | | | | | | | |

| First Quarter | $ | 249.31 | | | $ | 189.03 | |

| Second Quarter | $ | 231.00 | | | $ | 188.43 | |

| Third Quarter | $ | 220.50 | | | $ | 172.53 | |

| Fourth Quarter | $ | 192.45 | | | $ | 133.58 | |

In November 2014, we paid a cash dividend of $2.50 per share.

The following financial information for each of the five years ended December 31, [added: 2016,] 2015, 2014, 2013, [removed: 2012,] and [removed: 2011] [added: 2012] has been derived from our consolidated financial statements.

| | [removed: 2015] [added: 2016 (1)] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012 (1)] [added: 2013] | | | | [removed: 2011] [added: 2012 (2)] | | |

| Net revenues | $ | [removed: 4,075,883] [added: 4,466,297] | | | $ | [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] | |

| Pre-opening costs | [removed: 77,623] [added: 154,717] | | | | [removed: 30,146] [added: 77,623] | | | | [removed: 3,169] [added: 30,146] | | | | [removed: 466] [added: 3,169] | | | | [removed: —] [added: 466] | | |

| Operating income | [removed: 658,814] [added: 521,662] | | | | [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] | | |

| Net income | [removed: 281,524] [added: 302,469] | | | | [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] | | |

| Less: net income attributable to noncontrolling [removed: interest] [added: interests] | [removed: (86,234] [added: (60,494] | | ) | | [removed: (231,090] [added: (86,234] | | ) | | [removed: (275,505] [added: (231,090] | | ) | | [removed: (226,663] [added: (275,505] | | ) | | [removed: (211,742] [added: (226,663] | | ) |

| Net income attributable to Wynn Resorts, Limited | [removed: 195,290] [added: 241,975] | | | | [removed: 731,554] [added: 195,290] | | | | [removed: 728,652] [added: 731,554] | | | | [removed: 502,036] [added: 728,652] | | | | [removed: 613,371] [added: 502,036] | | |

| Basic income per share | $ | [removed: 1.93] [added: 2.39] | | | $ | [removed: 7.25] [added: 1.93] | | | $ | 7.25 | | | $ | [removed: 4.87] [added: 7.25] | | | $ | [removed: 4.94] [added: 4.87] | |

| Diluted income per share | $ | [removed: 1.92] [added: 2.38] | | | $ | [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: As of] December 31, | | | | | | | | | | | | | | | | | | |

| | [removed: 2015] [added: 2016 (1)] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012 (1)] [added: 2013] | | | | [removed: 2011] [added: 2012 (2)] | | |

| Cash and cash equivalents | $ | [removed: 2,080,089] [added: 2,453,122] | | | $ | [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] | |

| Construction in progress | [removed: 3,217,117] [added: 299,686] | | | | [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] | | |

| Stockholders’ equity | [removed: 21,845] [added: 257,881] | | | | [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] | | |

| Cash [removed: distributions] [added: dividends] declared per common share | $ | [removed: 3.00] [added: 2.00] | | | $ | [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: (1)] [added: (2)] | On February 18, 2012, we redeemed and canceled Aruze's 24,549,222 shares of Wynn Resorts common stock. In connection with the redemption and cancellation, stockholders' equity was reduced by $1.94 billion, the face amount of the Redemption Note. Aruze has challenged the redemption and cancellation of the 24,549,222 shares and legal proceedings are ongoing. [removed: Please see] [added: See] Item 8—"Financial Statements and Supplementary Data," Note 17 "Commitments and Contingencies." |

| [removed: (2)] [added: (4)] | Includes long-term debt, long-term portion of the contract premium payments under our land concession contract at Wynn Macau, other long-term liabilities and deferred income taxes, net. |

| Total assets (3) | 11,953,557 | | | | 10,459,159 | | | | 9,001,919 | | | | 8,332,133 | | | | 7,234,832 | | |

| Total long-term obligations (3) (4) | 10,248,676 | | | | 9,327,143 | | | | 7,482,510 | | | | 6,748,283 | | | | 6,002,701 | | |

| (1) | On August 22, 2016, we opened Wynn Palace. |

| | |

| --- | --- |

| (3) | For fiscal years 2015 and prior, the total assets and total long-term obligations have been reclassified to conform to the presentation from the retrospective application of deferred financing costs accounting guidance we adopted on January 1, 2016. See Item 8—"Financial Statements and Supplementary Data," Note 2 "Summary of Significant Accounting Policies—Recently Issued and Adopted Accounting Standards." |

| | |

| --- | --- |

| Total assets | 10,522,259 | | | | 9,062,861 | | | | 8,377,030 | | | | 7,276,594 | | | | 6,899,496 | | |

| Total long-term obligations (2) | 9,390,243 | | | | 7,543,452 | | | | 6,789,145 | | | | 6,041,285 | | | | 3,096,149 | | |

[removed: | [Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting](#sFEF6CCBB77F857A38E9D40A3C432F1B8) | 63 | |][added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING]

| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial [removed: Statements](#s4440E25AD4E15841841F49509D9CAF38)] [added: Statements](#sE4EA96D1F0DB51E590027CC5294186FE)] | 64 | |

| [Consolidated Balance [removed: Sheets](#sDA06F00BE5C15734B1EB47C536A4854D)] [added: Sheets](#s5655373E32355B06977BA92049B3AD19)] | 65 | |

| [Consolidated Statements of [removed: Income](#s804FFFE7443955E4B366E761176B95E5)] [added: Income](#sB36FA58FA5AE5CDC8D95504632774E8A)] | 66 | |

| [Consolidated Statements of Comprehensive [removed: Income](#sCC5B2CE8598755409FC6E7559CE68D21)] [added: Income](#s9D72C068DFCF560A80A7DC9DCFA65D10)] | 67 | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#s974D9B3F839355F9B8097667781EE486)] [added: Equity](#sB09FC5ED4BE359479B2D7959164BDCFF)] | 68 | |

| [Consolidated Statements of Cash [removed: Flows](#s5090E6A7240A5A70BD7A516B7E075F4D)] [added: Flows](#s60C4F866150F5B05B2B684FB9AB71BA6)] | 69 | |

| [Notes to Consolidated Financial [removed: Statements](#sB4DB6902063E5ADD9329C600A8CE05D4)] [added: Statements](#s5EC1575B3142523CAD061E7395FCE26B)] | 70 | |

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: | [Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting](#sF1E1E0789DE254C1861E700A1EF22C7F) | 63 | |]

We have audited Wynn Resorts, Limited and subsidiaries' (the "Company") internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the "COSO criteria").

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] 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: 2015] [added: 2016] consolidated financial statements of Wynn Resorts, Limited and subsidiaries and our report dated February [removed: 29, 2016] [added: 24, 2017] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the "Company") as of December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2015.][added: 2016.]

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: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2015,] [added: 2016,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] 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: 29, 2016] [added: 24, 2017] expressed an unqualified opinion thereon.

| | [added: 2016 | | | |] 2015 | | | | 2014 | | |

| Cash and cash equivalents | $ | [removed: 2,080,089] [added: 2,453,122] | | | $ | [removed: 2,182,164] [added: 2,080,089] | |

| Investment securities | [removed: 115,297] [added: 173,437] | | | | [removed: 240,140] [added: 115,297] | | |

| Receivables, net | [removed: 187,887] [added: 218,968] | | | | [removed: 237,957] [added: 187,887] | | |

| Inventories | [removed: 74,493] [added: 91,541] | | | | [removed: 72,223] [added: 74,493] | | |

| Prepaid expenses and other | [removed: 48,012] [added: 53,299] | | | | [removed: 49,847] [added: 48,012] | | |

| Total current assets | [removed: 2,505,778] [added: 2,990,367] | | | | [removed: 2,782,331] [added: 2,505,778] | | |

| Property and equipment, net | [removed: 7,477,478] [added: 8,259,631] | | | | [removed: 5,855,842] [added: 7,477,478] | | |

| Restricted cash | [removed: 2,060] [added: 192,823] | | | | [removed: 977] [added: 2,060] | | |

| Investment securities | [removed: 136,256] [added: 128,023] | | | | [removed: 10,173] [added: 136,256] | | |

| Intangible assets, net | [removed: 110,972] [added: 113,588] | | | | [removed: 112,367] [added: 110,972] | | |

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

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

| Customer deposits | [removed: 436,409] [added: 599,566] | | | | [removed: 548,818] [added: 436,409] | | |

| Gaming taxes payable | [removed: 98,559] [added: 162,706] | | | | [removed: 137,269] [added: 98,559] | | |

| Accrued compensation and benefits | [removed: 129,697] [added: 165,501] | | | | [removed: 113,228] [added: 129,697] | | |

| Accrued interest | [removed: 98,129] [added: 98,118] | | | | [removed: 107,318] [added: 98,129] | | |

| Total current liabilities | [removed: 1,110,171] [added: 1,416,301] | | | | [removed: 1,308,318] [added: 1,110,171] | | |

| Other long-term liabilities | [removed: 141,121] [added: 87,462] | | | | [removed: 152,131] [added: 141,121] | | |

| Deferred income taxes, net | [removed: 36,357] [added: 66,561] | | | | [removed: 30,072] [added: 36,357] | | |

| Common stock, par value $0.01; 400,000,000 shares authorized; [removed: 114,610,441] [added: 115,036,945] and [removed: 114,426,960] [added: 114,610,441] shares issued; [removed: 101,571,909] [added: 101,799,471] and [removed: 101,439,297] [added: 101,571,909] shares outstanding, respectively | [removed: 1,146] [added: 1,150] | | | | [removed: 1,144] [added: 1,146] | | |

| Treasury stock, at cost; [removed: 13,038,532] [added: 13,237,474] and [removed: 12,987,663] [added: 13,038,532] shares, respectively | [removed: (1,152,680] [added: (1,166,697] | | ) | | [removed: (1,145,481] [added: (1,152,680] | | ) |

| Additional paid-in capital | [removed: 983,131] [added: 1,226,915] | | | | [removed: 948,566] [added: 983,131] | | |

| Accumulated other comprehensive income | [removed: 1,092] [added: 1,484] | | | | [removed: 2,505] [added: 1,092] | | |

| Retained earnings | [removed: 55,332] [added: 95,097] | | | | [removed: 164,487] [added: 55,332] | | |

February 24, 2017

February 24, 2017

| | 2016 | | | | 2015 | | |

| Other assets | 269,125 | | | | 225,888 | | |

| Total assets | $ | 11,953,557 | | | $ | 10,459,159 | |

| Accounts and construction payables | $ | 298,505 | | | $ | 267,791 | |

| Other accrued liabilities | 91,905 | | | | 63,586 | | |

| Long-term debt | 10,125,352 | | | | 9,149,665 | | |

| Total liabilities | 11,695,676 | | | | 10,437,314 | | |

| Noncontrolling interests | 99,932 | | | | 133,824 | | |

| Total stockholders' equity | 257,881 | | | | 21,845 | | |

| Total liabilities and stockholders' equity | $ | 11,953,557 | | | $ | 10,459,159 | |

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

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

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

| Shares of subsidiary repurchased for share award plan | — | | | — | | | | — | | | | (5,471 | | ) | | — | | | | — | | | | (5,471 | | ) | | (2,109 | | ) | | (7,580 | | ) |

| Sale of ownership interest in subsidiary, net of income tax of $49.8 million | — | | | — | | | | — | | | | 224,013 | | | | — | | | | — | | | | 224,013 | | | | 15,890 | | | | 239,903 | | |

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

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

| Stock-based compensation | — | | | — | | | | — | | | | 20,957 | | | | — | | | | — | | | | 20,957 | | | | 3,632 | | | | 24,589 | | |

| Balances, December 31, 2016 | 101,799,471 | | | $ | 1,150 | | | $ | (1,166,697 | ) | | $ | 1,226,915 | | | $ | 1,484 | | | $ | 95,097 | | | $ | 157,949 | | | $ | 99,932 | | | $ | 257,881 | |

| Sale of ownership interest in subsidiary | 217,000 | | | | — | | | | — | | |

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

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

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

Wynn Palace features a luxury hotel tower with 1,706 guest rooms, suites and villas, approximately 420,000 square feet of casino space, 10 food and beverage outlets, approximately 40,000 square feet of meeting and convention space, approximately 105,000 square feet of retail space, public attractions, including a performance lake and floral art displays, and recreation and leisure facilities.

Las Vegas Operations

In December 2016, the Company formed a joint venture with Crown Acquisitions Inc. ("Crown") to own and operate approximately 88,000 square feet of existing retail space (of which the Company owns 50.1%) and signed an agreement with Crown to form a joint venture to own and operate approximately 73,000 square feet of additional retail space currently under construction at Wynn Las Vegas.

The Company expects to open the additional retail space in the first quarter of 2018.

For more information on the joint venture, see Note 3, "Retail Joint Venture."

Development Project

The Company expects to open Wynn Boston Harbor in mid-2019.

Deferred financing costs incurred in connection with the issuance of the Company's revolving credit facilities are presented in noncurrent assets on the Consolidated Balance Sheets.

All other deferred financing costs are presented as a direct reduction of long-term debt on the Consolidated Balance Sheets.

See the Recently Issued and Adopted Accounting Standards section below for details on the presentation change of deferred financing costs.

Derivative financial instruments are used to manage interest rate and foreign currency exposures.

These derivative financial instruments include interest rate swaps and foreign currency forward contracts.

The estimated retail value of providing such promotional allowances is as follows (in thousands):

| Rooms | $ | 211,822 | | | $ | 184,779 | | | $ | 199,896 | |

| Food and beverage | 131,479 | | | | 133,984 | | | | 162,712 | | |

February 29, 2016

February 29, 2016

| Deferred financing costs, net | 104,367 | | | | 84,413 | | |

| Deposits and other assets | 184,621 | | | | 212,515 | | |

| Total assets | $ | 10,522,259 | | | $ | 9,062,861 | |

| Accounts and construction payables | $ | 210,372 | | | $ | 303,284 | |

| Other accrued liabilities | 121,005 | | | | 67,587 | | |

| Long-term debt | 9,212,765 | | | | 7,345,262 | | |

| Land concession obligation | — | | | | 15,987 | | |

| Total liabilities | 10,500,414 | | | | 8,851,770 | | |

| Noncontrolling interest | 133,824 | | | | 239,870 | | |

| Total equity | 21,845 | | | | 211,091 | | |

| Total liabilities and stockholders' equity | $ | 10,522,259 | | | $ | 9,062,861 | |

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

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

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

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

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

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

| Balances, January 1, 2013 | 100,866,712 | | | $ | 1,137 | | | $ | (1,127,947 | ) | | $ | 818,821 | | | $ | 4,177 | | | $ | 44,775 | | | $ | (259,037 | ) | | $ | 362,969 | | | $ | 103,932 | |

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

| Net income | — | | | — | | | | — | | | | — | | | | — | | | | 728,652 | | | | 728,652 | | | | 275,505 | | | | 1,004,157 | | |

| Currency translation adjustment | — | | | — | | | | — | | | | — | | | | (1,522 | | ) | | — | | | | (1,522 | | ) | | (584 | | ) | | (2,106 | | ) |

| Exercise of stock options | 383,151 | | | 5 | | | | — | | | | 20,431 | | | | — | | | | — | | | | 20,436 | | | | — | | | | 20,436 | | |

| Cash dividends declared | — | | | — | | | | — | | | | 480 | | | | — | | | | (707,297 | | ) | | (706,817 | | ) | | (322,305 | | ) | | (1,029,122 | | ) |

| Stock-based compensation | — | | | — | | | | — | | | | 38,521 | | | | — | | | | — | | | | 38,521 | | | | 1,212 | | | | 39,733 | | |

| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | |

| Cash transactions: | | | | | | | | | | | |

| Non-cash transactions: | | | | | | | | | | | |

The Company refers to this integrated resort as its Macau Operations.

The Company refers to this integrated resort as its Las Vegas Operations.

The Company is currently constructing Wynn Palace, an integrated resort featuring a 1,700\-room hotel, a performance lake, and a wide range of amenities, including meeting, retail, food-and-beverage, and gaming space, in the Cotai area of Macau.

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.

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).

Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, [removed: 2015,] [added: 2016,] the Company's disclosure controls and procedures are effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]

Based on our assessment, management believes that, as of December 31, [removed: 2015,] [added: 2016,] the Company's internal control over financial reporting was effective.

This report appears under "Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting" on page [removed: 64.][added: 63.]

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

The information required by this item will be contained in the Registrant's definitive Proxy Statement for its [removed: 2016] [added: 2017] Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2015] [added: 2016] (the [removed: "2016] [added: "2017] Proxy Statement") under the captions "Election of Directors," "Executive Officers," "Corporate Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance," and is incorporated herein by reference.

The information required by this item will be contained in the [removed: 2016] [added: 2017] Proxy Statement under the captions "Director Compensation," "Compensation Discussion and Analysis" and "Executive Compensation Tables," and is incorporated herein by reference.

| Equity compensation plans approved by security holders | [removed: 1,370,260] [added: 1,306,260] | | | $ | [removed: 81.49] [added: 83.56] | | | [removed: 4,234,625] [added: 3,872,121] | |

Certain information required by this item will be contained in the [removed: 2016] [added: 2017] Proxy Statement under the caption "Certain Beneficial Ownership and Management," and is incorporated herein by reference.

| Total | 1,306,260 | | | $ | 83.56 | | | 3,872,121 | |

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

The information required by this item will be contained in the [removed: 2016] [added: 2017] Proxy Statement under the caption "Certain Relationships and Related Transactions," and "Corporate Governance," and is incorporated herein by reference.

The information required by this item will be contained in the [removed: 2016] [added: 2017] Proxy Statement under the caption "Ratification of Appointment of Independent 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 |

| | |

| --- | --- |

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

| | |

| --- | --- |

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

| | |

| --- | --- |

| • | Notes to Consolidated Financial Statements |

(a)2.

Financial Statement Schedule filed in Part IV of this report:

| | |

| --- | --- |

| • | 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)

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

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

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

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

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

| 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."

| | |

| --- | --- |

| • | Reports of Independent Registered Public Accounting Firm |

| | |

| --- | --- |

| • | Consolidated Balance Sheets as of December 31, 2016 and 2015 |

| | |

| --- | --- |

| • | Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014 |

| | |

| --- | --- |

| • | Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014 |

| | |

| --- | --- |

| • | Consolidated Statements of Stockholders' Equity for the years ended December 31, 2016, 2015 and 2014 |

| | |

| --- | --- |

| • | Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 |

| | |

| --- | --- |

| • | Notes to Consolidated Financial Statements |

(a)2.

Financial Statement Schedule filed in Part IV of this report:

| | |

| --- | --- |

| • | 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)

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

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

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

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

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

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

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

| 2016 | $ | 67,057 | | | 8,203 | | | (20,518 | ) | | $ | 54,742 | |

| 2015 | $ | 74,678 | | | 11,115 | | | (18,736 | ) | | $ | 67,057 | |