Wynn Resorts (WYNN) 10-K risk factor changes: FY2020 vs FY2019

In January 2020, an outbreak of a new strain of coronavirus, COVID-19, was identified [removed: in Wuhan, China.][added: and has since then spread around the world.]

[removed: As such, our Las] [added: *Las] Vegas Operations and [removed: operations at] Encore Boston [removed: Harbor may also be adversely impacted.][added: Harbor*.]

Given the uncertainty around the extent and timing of the potential future spread or mitigation of [removed: the Coronavirus] [added: COVID-19] and around the imposition or relaxation of [removed: protective] [added: containment] measures, [removed: we cannot reasonably estimate] the impact [removed: to] [added: on] our [removed: future] results of operations, cash [removed: flows, or] [added: flows and] financial [removed: condition.][added: condition in 2021 and potentially thereafter will be material, but cannot be reasonably estimated at this time.]

The NGC may require the holder of any debt or securities that [removed: we] [added: we, the registered intermediary subsidiaries,] or Wynn Las Vegas, LLC issue to file applications, be investigated and be found suitable to own [removed: Wynn Resorts'] [added: such debt or] securities if it has reason to believe that the security ownership would be inconsistent with the declared policies of the State of Nevada.

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

[removed: Nevada and Massachusetts] [added: United States gaming] regulatory authorities have broad powers to request detailed financial and other information, to limit, condition, suspend or revoke a registration, gaming license or related approvals; approve changes in our operations; and levy fines or require forfeiture of assets for violations of gaming laws or regulations.

Any change in [removed: the Nevada and Massachusetts] [added: gaming] laws, regulations or licenses applicable to our business or a violation of any current or future laws or regulations applicable to our business or gaming licenses could require us to make substantial expenditures and forfeit assets, and would negatively affect our gaming operations.

Failure to adhere to the regulatory and gaming [removed: environment] [added: requirements] in Macau could result in the revocation of our Macau Operations' concession or otherwise negatively affect its operations in Macau.

Moreover, we are subject to the risk that U.S. regulators [removed: could determine that Macau's gaming regulatory framework has] [added: may] not [removed: developed in a way that would] permit us to conduct operations in Macau in a manner consistent with the way in which we intend, or the applicable U.S. gaming authorities require us, to conduct our operations in the United States.

Our business is particularly sensitive to reductions in discretionary consumer [removed: and corporate spending] [added: spending, including] as a result of [removed: global] economic [removed: conditions.][added: downturns or increasing geopolitical tensions.]

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

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

Demand for our products and services [removed: in Macau and Las Vegas] may be negatively impacted by [added: strained] international relations, economic [removed: disruptions in mainland China,] [added: disruptions,] visa [added: and travel] restrictions [removed: placed on citizens of mainland China, the] [added: or difficulties,] anti-corruption [removed: campaign,] [added: campaigns,] restrictions on international money transfers [added: and other policies] or [removed: similar campaigns.][added: campaigns implemented by regional governments]

[removed: Economic disruption,] [added: Strained] international relations, [removed: contraction] [added: economic disruption] and [removed: uncertainty in China] [added: other similar events] could [added: negatively] impact the number of [removed: patrons visiting] [added: visitors to] our [removed: Macau] [added: facilities] and [removed: Las Vegas properties or] the amount they spend.

In addition, policies adopted from time to time by governments, including any [added: visa and] travel restrictions [removed: imposed on Chinese citizens] [added: or difficulties faced by our customers] such as restrictions [removed: imposed] on exit visas [added: for travelers requiring them] or restrictions on [removed: United States] visitor [removed: visas,] [added: entry visas for the jurisdictions in which we operate,] could disrupt the number of visitors [removed: from mainland China] to our [removed: properties.][added: properties from those affected places, including from the PRC, Hong Kong and Taiwan.]

It is not known when, or if, policies restricting visitation by [removed: mainland Chinese] [added: PRC] citizens will be put in place and such policies may be adjusted, without notice, in the future.

The overall effect of [removed: the campaign] [added: these campaigns] and monetary transfer restrictions may negatively affect our revenues and results of operations.

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

[removed: The occurrence or the possibility of attacks could cause all or] portions of affected properties to be shut down for prolonged periods, resulting in a loss of income; generally reduce travel to affected areas for tourism and business or adversely affect the willingness of customers to stay in or avail themselves of the services of the affected properties; expose us to a risk of monetary claims arising from death, injury or damage to property caused by any such attack; and result in higher costs for security and insurance premiums, all of which could adversely affect our results.

Any of [removed: the] [added: these] factors [removed: outlined above] could negatively affect our results of operations and our ability to generate sufficient cash flow to make payments or maintain our covenants with respect to our debt.

For example, if the [removed: Coronavirus] [added: COVID-19] outbreak continues to interrupt our gaming operations or visitation to Macau or if the outbreak escalates, it may have a material adverse effect on our subsidiaries' results of operations and their ability to pay dividends or distributions to us.

[added: *General.*] The casino/hotel industry is highly competitive.

[removed: We hold a concession under one of only] [added: *Macau Operations.* There are] three gaming concessions and three subconcessions authorized by the Macau government [removed: to operate] [added: for the operation of] casinos in [removed: Macau.][added: Macau, of which we hold one of the gaming concessions.]

Our Macau Operations face competition from casinos [removed: located in] [added: throughout the world, including] Singapore, South Korea, the Philippines, [added: Malaysia,] Vietnam, Cambodia, [added: Australia, Las Vegas, cruise ships in Asia that offer gaming] and [removed: Malaysia.][added: other casinos throughout Asia.]

[added: *Las Vegas Operations and Encore Boston Harbor.*] Our Las Vegas Operations compete with other Las Vegas Strip hotels and with other hotel casinos in Las Vegas on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment, theme and size, among other factors.

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

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

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

[removed: A downturn in] [added: Adverse global or regional] economic [removed: conditions in the countries in which these customers reside] [added: conditions,] could [removed: cause a reduction in] [added: reduce] the frequency of visits by [added: these customers] and revenue generated from [removed: these customers.][added: them.]

We conduct our gaming activities on a [removed: credit] [added: credit,] as well as a [removed: cash] [added: cash,] basis.

The collectability of receivables from [removed: international] customers could be negatively affected by future business or economic trends or by significant events in the countries in which these customers reside.

As a result, if we extend credit to our customers in Macau and are unable to collect on the related receivables from them, we remain obligated to pay taxes on [removed: the full amount] [added: our winnings from these customers regardless] of [added: whether we collect on] the credit instrument.

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

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

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

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

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

Failure to complete [removed: this project] [added: our projects] may negatively affect our financial condition, our results of operations and our ability to pay our debt.

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

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

The initial outbreak of COVID-19 and subsequent COVID-19 pandemic have had and will likely continue to have an adverse effect on our business, operations, financial condition and operating results, and the ability of our subsidiaries to pay dividends and distributions.

Currently, there are no fully-effective treatments that are broadly approved for COVID-19 and there can be no assurance that a fully-effective treatment will be developed.

While vaccines have been developed and approved for use by certain governmental health agencies, there is considerable uncertainty with regard to how quickly such vaccines can be deployed to the general public and how quickly they will stem the spread of COVID-19.

The COVID-19 pandemic and the spread, and risk of resurgence, of COVID-19 will continue to negatively impact many aspects of our business and the ability and desire of people to travel and participate in activities at crowded indoor places, such as those we offer at our properties.

In response to and as part of a continuing effort to reduce the initial spread of COVID-19, each of our properties was closed temporarily pursuant to government directives.

Since reopening, we have implemented certain COVID-19 specific protective measures at each location, such as limiting the number of seats per table game, increasing the space between slot machines, temperature checks, and mask protection.

Health declarations and proof of negative COVID-19 test results are required for entry into gaming areas in Macau.

Although all of our properties are currently open, we cannot predict whether future closures, in full or in part, will occur.

For example, in response to an increase in COVID-19 cases in Massachusetts, on November 2, 2020, the Governor of Massachusetts issued a directive limiting the operating hours of certain businesses, including restaurants and casinos, effective November 6, 2020.

Encore Boston Harbor modified its hours of operation as a result of this directive, which was lifted on January 25, 2021.

Visitation to our properties and gross gaming revenues have significantly decreased since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, broad quarantine measures, travel restrictions and advisories, including recommendations by the U.S. Department of State and the Centers for Disease Control and Prevention, and in Macau, the suspension or reduced availability of the IVS, group tour scheme and other travel visas for visitors.

While some of the initial protective measures and restrictions have eased since their initial implementation, certain border control, travel-related restrictions and conditions, including quarantine and medical observation measures, stringent health declarations, COVID-19 testing and other procedures remain in place.

Given the evolving conditions created by and in response to the COVID-19 pandemic, we are currently unable to determine when travel-related restrictions and conditions will be further lifted.

Measures that have been lifted or are expected to be lifted may be reintroduced if there are adverse developments in the COVID-19 situation.

Moreover, once travel advisories and restrictions are fully lifted, demand for casino resorts may remain weak for a significant length of time and inbound tourism to Macau may be slow to recover.

We cannot predict when, or even if, operating results at our properties will return to pre-outbreak levels.

In particular, consumer behavior related to discretionary spending and traveling, including demand for casino resorts, may be negatively impacted by the adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth resulting from the impact of the COVID-19 pandemic.

In addition, we cannot predict the impact that the COVID-19 pandemic will have on our partners, such as tenants, travel agencies, suppliers and other vendors, which may adversely impact our operations.

To the extent the COVID-19 pandemic adversely affects our business, operations, financial condition and operating results, it may also have the effect of heightening many of the other risks related to our business, including those relating to our ability to raise capital, our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness, and our ability to comply with the covenants or other restrictions contained in the agreements that govern our indebtedness.

In addition, the COVID-19 pandemic has significantly increased global economic and demand uncertainty.

Global recovery from the economic fallout of

the COVID-19 pandemic could take many years, which could continue to have adversely impact our financial condition and operations.

The global macroeconomic environment is facing significant challenges, including an extended economic downturn, and possibly a global recession, caused primarily by the global COVID-19 pandemic, dampened business sentiment and outlook, and various geopolitical and trade-related tensions.

Our financial results have been, and are expected to continue to be, affected by the global and regional economy.

Any severe or prolonged slowdown in the global or regional economy may materially and adversely affect our business, results of operations and financial condition.

Recently there have also been heightened tensions in international relations, notably with respect to international trade, including increases in tariffs and company and industry specific restrictions.

These issues, in addition to changes in national security policies and geopolitical issues, can impact the global and regional economy and impact our business in a negative fashion.

Various types of restrictions have been placed by government agencies on targeted industries and companies which could potentially negatively impact the intended subject as well as other companies and persons sharing a common country of operations.

These types of events have also caused significant volatility in global equity and debt capital markets which could trigger a severe contraction of liquidity in the global credit markets.

Because a significant number of our customers come from the PRC, Hong Kong and Taiwan, the economic condition of Macau and its surrounding region, in particular, affects the gaming industry in Macau and our Macau Operations.

A significant amount of our gaming revenues is generated from customers arriving from the PRC, Hong Kong and Taiwan.

Furthermore, anti-corruption campaigns may influence the behavior of certain of our customers and their spending patterns.

Such campaigns, as well as monetary outflow policies have specifically led to tighter monetary transfer regulations in a number of areas.

The occurrence or the possibility of attacks could cause all or

The risks to which we have a greater degree of exposure include changes in local economic and competitive conditions; changes in local and state governmental laws and regulations, including gaming laws and regulations, and the way in which those laws and regulations are applied; natural and other disasters, including the outbreak of infectious diseases; an increase in the cost of maintaining our properties; a decline in the number of visitors to Las Vegas, Macau or Boston; and a decrease in gaming and non-casino activities at our resorts.

Table games players typically are extended more credit than slot players, and high-value players typically are extended more credit than customers who tend to wager lower amounts.

In addition, premium gaming is more volatile than other forms of gaming, and variances in win-loss results attributable to high-value gaming may have a positive or negative impact on cash flow and earnings in a particular quarter.

The gross gaming revenues calculation in Macau does not include deductions for uncollectible gaming debts.

activities with respect to such laws and regulations.

As a result, we could lose some or all of the capital we have invested in a property, as

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

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

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

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

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

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

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

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

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

subject to redemption by Wynn Resorts.

Our Macau Operations are subject to unique risks.

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

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

A significant amount of our gaming revenues in Macau and Las Vegas come from customers from mainland China.

Furthermore, the Chinese government's continuing anti-corruption campaign has influenced the behavior of Chinese consumers and their spending patterns both domestically and abroad.

That campaign, as well as mainland Chinese and Macau monetary outflow policies have specifically led to tighter monetary transfer regulations, real-time monitoring of certain financial channels, limitations on cash withdrawals from ATM machines by mainland China citizens, reduction of annual withdrawal limits from bank accounts while the account holder is outside of mainland China, and "know your client" protocols implemented on ATM machines.

The risks to which we have a greater degree of exposure include the following:

- changes in local economic and competitive conditions;

- changes in local and state governmental laws and regulations, including gaming laws and regulations, and the way in which those laws and regulations are applied;

- natural and other disasters, including the outbreak of infectious diseases;

- an increase in the cost of maintaining our properties;

- a decline in the number of visitors to Las Vegas, Macau or Boston; and

- a decrease in gaming and non-casino activities at our resorts.

We also encounter competition from other major gaming centers located around the world, including Australia and Las Vegas, cruise ships in Asia that offer gaming, and other casinos throughout Asia.

Our

Major construction projects of the scope and scale of our resorts entail significant risks, including:

- unanticipated cost increases;

- shortages of, and price increases in, materials or skilled labor;

- changes to plans and specifications;

- delays in obtaining or inability to obtain requisite licenses, permits and authorizations from regulatory authorities;

- changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to gaming, leisure, real estate development or construction projects;

- unforeseen engineering, environmental and/or geological problems;

- labor disputes or work stoppages;

- disputes with and defaults by contractors and subcontractors;

- personal injuries to workers and other persons;

- environment, health and safety issues, including site accidents;

- delays or interference from severe weather or natural disasters;

- geological, construction, excavation, regulatory and equipment problems; and

- unavailability of construction equipment.

We anticipate that only some of the subcontractors engaged for these projects will post bonds guaranteeing timely completion of the subcontractor's work and payment for all of that subcontractor's labor and materials.

Discussion of [removed: 2017] [added: 2018] items and year-to-year comparisons between [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] that are not included in this Form 10-K can be found in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2018.][added: 2019.]

*Recent [removed: Developments*][added: Developments Related to COVID-19*]

In January 2020, [removed: an outbreak of] a new strain of coronavirus, [removed: COVID-19,] [added: COVID-19 ("COVID-19"),] was [removed: identified in Wuhan, China.][added: identified.]

In [removed: response, on February 4, 2020,] [added: response to] the [added: COVID-19 pandemic, the] Macau government announced [added: on February 4, 2020] the closure of all casino operations in Macau, including those at Wynn Palace and Wynn Macau, for a period of 15 days.

[removed: As such, our Las] [added: *Las] Vegas Operations and [removed: operations at] Encore Boston [removed: Harbor may also be adversely impacted.][added: Harbor*]

The [removed: Coronavirus] [added: disruptions arising from the COVID-19] outbreak [removed: has had] [added: have had, during the year ended December 31, 2020,] and will [added: continue to] have an adverse effect on [removed: our] [added: the Company's] results of operations.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of [removed: the Coronavirus] [added: COVID-19] and around the imposition or relaxation of protective measures, [removed: we cannot reasonably estimate] the impact [removed: to our future] [added: on the Company’s consolidated] results of operations, cash [removed: flows, or] [added: flows and] financial [removed: condition.][added: condition in 2020 and potentially thereafter will be material, but cannot be reasonably estimated at this time as it is unknown when the COVID-19 pandemic will end, when or if our properties will return to pre-pandemic demand and pricing, when or how quickly the current travel restrictions will be modified or cease to be necessary and the resulting impact on the Company’s business.]

Certain key operating measures specific to the gaming industry are included in our discussion of our operational performance for the periods for which the Consolidated Statements of [removed: Income] [added: Operations] are presented.

Table games win is before discounts, commissions and the allocation of casino revenues to rooms, food and [removed: beverage and other revenues for services provided to casino customers on a complimentary basis.]

Our expected table games win percentage is [removed: 16%] [added: 18%] to [removed: 20%.][added: 22%.]

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

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | | [removed: | | | | | |]

| Net income [added: (loss)] attributable to Wynn Resorts, Limited | | | [removed: 122,985 | | | | | | 572,430] [added: (2,067,245)] | | | | | | [removed: (449,445)] [added: 122,985] | | | | | | [removed: (78.5)] [added: (2,190,230)] | | | | | | [added: NM] | | |

| Diluted net income [added: (loss)] per share | | | [removed: 1.15 | | | | | | 5.35] [added: (19.37)] | | | | | | [removed: —] [added: 1.15] | | | | | | [removed: —] [added: (20.52)] | | | | | | [added: NM] | | |

(1) See Item 8—"Financial Statements and Supplemental Data," Note [removed: 19,] [added: 20,] "Segment Information," for a reconciliation of Adjusted Property EBITDA to net income [added: (loss)] attributable to Wynn Resorts, Limited.

The decrease in operating revenues for the year ended December 31, [removed: 2019] [added: 2020] was primarily driven by decreases of [removed: $213.9 million, $224.5] [added: $2.04 billion, $1.60 billion, $885.5] million, and [removed: $32.1] [added: $2.3] million from Wynn Palace, Wynn Macau, [removed: and] our Las Vegas Operations, [added: and Encore Boston Harbor,] respectively.

The decrease in Adjusted Property EBITDA for the year ended December 31, [removed: 2019] [added: 2020] was driven by decreases of [removed: $114.4] [added: $879.2] million, [removed: $84.4] [added: $736.0] million, [added: $470.2 million,] and [removed: $53.4] [added: $46.9] million from Wynn Palace, Wynn Macau, [removed: and] our Las Vegas Operations, [removed: respectively.][added: and Encore Boston Harbor, respectively, and was primarily related to the adverse effects of the COVID-19 pandemic on the results of our operations.]

Financial results for the year ended December 31, [removed: 2019] [added: 2020] compared to the year ended December 31, [removed: 2018.][added: 2019.]

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

[removed: | Macau Operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |][added: *Macau Operations*]

| [removed: Encore] [added: Encore] Boston [removed: Harbor (1) | | | 363,919 | | |] [added: Harbor (1):] | | | [removed: —] | | | | | | [removed: 363,919] | | | | | | [removed: —] | | | | | | | | |

[removed: (1)] Encore Boston Harbor [removed: opened] [added: commenced operations] on June 23, 2019.

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

| Entertainment, retail and other | | | [removed: 414,191 | | | | | | 426,742] [added: 221,074] | | | | | | [removed: (12,551)] [added: 414,191] | | | | | | [removed: (2.9)] [added: (193,117)] | | | | | | [added: (46.6)] | | |

Casino revenues for the year ended December 31, [removed: 2019] [added: 2020] were [removed: 69.2%] [added: 59.0%] of operating revenues, compared to [removed: 71.2%] [added: 69.2%] for the same period of [removed: 2018.][added: 2019.]

Non-casino revenues for the year ended December 31, [removed: 2019] [added: 2020] were [removed: 30.8%] [added: 41.0%] of operating revenues, compared to [removed: 28.8%] [added: 30.8%] for the same period of [removed: 2018.][added: 2019.]

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

| Wynn Palace: | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| VIP: | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Average number of table games | | | [removed: 109 | | | | | | 114] [added: 99] | | | | | | [removed: (5)] [added: 109] | | | | | | [removed: (4.4)] [added: (10)] | | | | | | [added: (9.2)] | | |

| VIP win as a % of turnover | | | [removed: 3.31] [added: 1.75] | | % | | | | [removed: 3.07] [added: 3.31] | | % | | | | [removed: 0.24 | | | | | |] [added: (1.56)] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 38,224] [added: 4,850] | | | | | $ | [removed: 45,006] [added: 38,224] | | | | | $ | [removed: (6,782) | | | | | (15.1) |] [added: (33,374)] | | | | | [added: (87.3)] | | |

| Mass market: | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Average number of table games | | | [removed: 216 | | | | | | 209] [added: 212] | | | | | | [removed: 7] [added: 216] | | | | | | [removed: 3.3] [added: (4)] | | | | | | [added: (1.9)] | | |

| Table games win % | | | [removed: 24.4] [added: 24.1] | | % | | | | [removed: 24.5] [added: 24.4] | | % | | | | [removed: (0.1) | | | | | |] [added: (0.3)] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 15,902] [added: 4,009] | | | | | $ | [removed: 15,834] [added: 15,902] | | | | | $ | [removed: 68 | | | | | 0.4 |] [added: (11,893)] | | | | | [added: (74.8)] | | |

| Average number of slot machines | | | [removed: 1,054 | | | | | | 1,065] [added: 591] | | | | | | [removed: (11)] [added: 1,054] | | | | | | [removed: (1.0)] [added: (463)] | | | | | | [added: (43.9)] | | |

| Slot machine win per unit per day | | | $ | [removed: 508] [added: 188] | | | | | $ | [removed: 524] [added: 508] | | | | | $ | [removed: (16) | | | | | (3.1) |] [added: (320)] | | | | | [added: (63.0)] | | |

| Wynn Macau: | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Average number of table games | | | [removed: 106 | | | | | | 111] [added: 89] | | | | | | [removed: (5)] [added: 106] | | | | | | [removed: (4.5)] [added: (17)] | | | | | | [added: (16.0)] | | |

In October 2020, Wynn Interactive Ltd. ("Wynn Interactive") was formed through the merger of our U.S. online sports betting and gaming business, social casino business, and our strategic partner, BetBull Limited ("BetBull").

Following the merger, Wynn Resorts owns approximately 72% of, and consolidates, Wynn Interactive.

The results of Wynn Interactive are presented within Corporate and other.

Since then, COVID-19 has spread around the world, and steps have been taken by various countries, including those in which the Company operates, to advise citizens to avoid non-essential travel, to restrict inbound international travel, to implement closures of non-essential operations, and to implement quarantines and lockdowns to contain the spread of the virus.

Several vaccines have been granted authorizations in numerous countries and vaccines are being rolled out to citizens based on their priority of need.

There can be no assurance as to when a sufficient number of individuals will be vaccinated, permitting travel restrictions to be lifted.

On February 20, 2020, casino operations at Wynn Palace and Wynn Macau reopened on a reduced basis and have since been fully restored; however, certain COVID-19 specific protective measures, such as limiting the number of seats per table game, increasing the spacing between active slot machines and visitor entry checks and requirements involving temperature checkpoints, mask wearing, health declarations and proof of negative COVID-19 test results remain in effect at the present time.

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 Pandemic on travel and social activities, the suspension or reduced availability of the IVS, group tour scheme and other travel visas for visitors, quarantine measures in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing, among other things, and the suspension or reduced accessibility of transportation to and from Macau.

Total visitation from PRC to Macau decreased by 83.0% in the year ended December 31, 2020, compared with the year ended December 31, 2019.

Regionally, bans on entry or enhanced quarantine requirements, depending on the person’s residency and their recent travel history, for any Macau residents, PRC citizens, Hong Kong residents and Taiwan residents attempting to enter Macau are drastically impacting visitation.

At present, bans on entry or enhanced quarantine requirements remain in place for people attempting to enter Macau, depending on various conditions such as the usual visa requirements, their COVID-19 test results, purpose of visit, recent travel history and/or other conditions as applicable.

While many aspects of these travel restrictions and conditions continue to adversely impact visitations to Macau, beginning in June 2020 certain restrictions and conditions have eased to allow for visitation to Macau as certain regions recover from the COVID-19 pandemic.

Quarantine-free travel, subject to COVID-19 safeguards such as testing and the usual visa requirements, was reintroduced between Macau and an increasing number of areas and cities within the PRC in progressive phases from June to August 2020, commencing with an area in Guangdong Province, which is adjacent to Macau, and

expanding to additional areas and major cities within Guangdong Province, followed by most other areas of the PRC.

On September 23, 2020, PRC authorities fully resumed the IVS exit visa program, which permits individual PRC citizens from nearly 50 PRC cities to travel to Macau for tourism purposes.

Notwithstanding these developments, certain border control, travel-related restrictions and conditions, including certain quarantine and medical observation measures, stringent health declarations, COVID-19 testing and other procedures remain in place, and all visitors need to test negative for COVID-19 before entering Macau.

Given the evolving conditions created by and in response to the COVID-19 pandemic, we are currently unable to determine when travel-related restrictions and conditions will be further lifted.

Measures that have been lifted or are expected to be lifted may be reintroduced if there are adverse developments in the COVID-19 situation in Macau and other regions with access to Macau.

Wynn Las Vegas closed on March 17, 2020, and reopened on June 4, 2020 with certain COVID-19 specific protective measures in place, such as limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, and suspension of certain entertainment and nightlife offerings.

Beginning October 19, 2020, Encore at Wynn Las Vegas adjusted its operating schedule to five days/four nights each week due to currently reduced customer demand levels.

In response to the COVID-19 pandemic, Encore Boston Harbor ceased all operations and closed to the public on March 15, 2020, for the remainder of the first and second quarters of 2020.

On July 10, 2020, Encore Boston Harbor reopened with certain COVID-19 specific protective measures in place, such as limiting the number of seats per table game, slot machine spacing, temperature checks, and mask protection.

In addition, certain food and beverage outlets have remained closed, and following the July 10, 2020 reopening, our hotel operations were limited to Thursday through Sunday until their temporary closure on November 6, 2020, pursuant to a state directive limiting the operating hours of certain businesses, including restaurants and casinos.

On January 25, 2021, the limitations on operating hours were lifted, and Encore Boston Harbor restored certain operations, including its hotel.

We are currently unable to determine when the remaining measures will be lifted.

Our operations are generating extremely limited revenue.

beverage and other revenues for services provided to casino customers on a complimentary basis.

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

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

| Operating revenues | | | $ | 2,095,861 | | | | | $ | 6,611,099 | | | | | $ | (4,515,238) | | | | | (68.3) | | |

| Adjusted Property EBITDA (1) | | | (324,305) | | | | | | 1,815,408 | | | | | | (2,139,713) | | | | | | (117.9) | | |

NM - Not meaningful.

These declines were precipitated by the adverse effects of the COVID-19 pandemic, including travel restrictions, property closures and capacity limitations at our Macau Operations, our Las Vegas Operations and Encore Boston Harbor.

The decrease in net income (loss) attributable to Wynn Resorts, Limited for the year ended December 31, 2020 was primarily related to the adverse effects of the COVID-19 pandemic on the results of our operations.

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

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

| Wynn Palace | | | $ | 505,420 | | | | | $ | 2,543,694 | | | | | $ | (2,038,274) | | | | | (80.1) | | |

| Wynn Macau | | | 474,657 | | | | | | 2,070,029 | | | | | | (1,595,372) | | | | | | (77.1) | | |

| Total Macau Operations | | | 980,077 | | | | | | 4,613,723 | | | | | | (3,633,646) | | | | | | (78.8) | | |

| Las Vegas Operations | | | 747,947 | | | | | | 1,633,457 | | | | | | (885,510) | | | | | | (54.2) | | |

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

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

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

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

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

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

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

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

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

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

Operating revenues from Encore Boston Harbor were $363.9 million.

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

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

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

| Wynn Macau | | | 2,070,029 | | | | | | 2,294,525 | | | | | | (224,496) | | | | | | (9.8) | | | | | | | | |

| Total Macau Operations | | | 4,613,723 | | | | | | 5,052,091 | | | | | | (438,368) | | | | | | (8.7) | | | | | | | | |

| Las Vegas Operations | | | 1,633,457 | | | | | | 1,665,569 | | | | | | (32,112) | | | | | | (1.9) | | | | | | | | |

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

| Casino revenues | | | $ | 4,573,924 | | | | | $ | 4,784,990 | | | | | $ | (211,066) | | | | | (4.4) | | | | | | | | |

| Rooms | | | 804,162 | | | | | | 751,800 | | | | | | 52,362 | | | | | | 7.0 | | | | | | | | |

| Food and beverage | | | 818,822 | | | | | | 754,128 | | | | | | 64,694 | | | | | | 8.6 | | | | | | | | |

| Total non-casino revenues | | | 2,037,175 | | | | | | 1,932,670 | | | | | | 104,505 | | | | | | 5.4 | | | | | | | | |

Casino revenues decreased primarily due to decreased VIP turnover and VIP table games win at our Macau Operations and decreased table drop and table games win at our Las Vegas Operations, partially offset by increased mass market table drop and mass market table games win at our Macau Operations and casino revenues from Encore Boston Harbor totaling $243.9 million.

| Total casino revenues | | | $ | 2,139,756 | | | | | $ | 2,356,022 | | | | | $ | (216,266) | | | | | (9.2) | | | | | | | | |

| VIP turnover | | | $ | 45,847,647 | | | | | $ | 61,097,527 | | | | | $ | (15,249,880) | | | | | (25.0) | | | | | | | | |

| VIP table games win | | | $ | 1,519,225 | | | | | $ | 1,874,189 | | | | | $ | (354,964) | | | | | (18.9) | | | | | | | | |

| Table drop | | | $ | 5,122,897 | | | | | $ | 4,926,347 | | | | | $ | 196,550 | | | | | 4.0 | | | | | | | | |

| Table games win | | | $ | 1,251,920 | | | | | $ | 1,206,244 | | | | | $ | 45,676 | | | | | 3.8 | | | | | | | | |

| Slot machine handle | | | $ | 3,918,554 | | | | | $ | 3,933,064 | | | | | $ | (14,510) | | | | | (0.4) | | | | | | | | |

| Slot machine win | | | $ | 195,367 | | | | | $ | 203,568 | | | | | $ | (8,201) | | | | | (4.0) | | | | | | | | |

| Total casino revenues | | | $ | 1,796,209 | | | | | $ | 1,994,885 | | | | | $ | (198,676) | | | | | (10.0) | | | | | | | | |

| VIP turnover | | | $ | 35,426,483 | | | | | $ | 57,759,607 | | | | | $ | (22,333,124) | | | | | (38.7) | | | | | | | | |

| VIP table games win | | | $ | 1,081,934 | | | | | $ | 1,588,002 | | | | | $ | (506,068) | | | | | (31.9) | | | | | | | | |

| Table drop | | | $ | 5,410,439 | | | | | $ | 5,058,332 | | | | | $ | 352,107 | | | | | 7.0 | | | | | | | | |

| Table games win | | | $ | 1,099,353 | | | | | $ | 1,014,484 | | | | | $ | 84,869 | | | | | 8.4 | | | | | | | | |

| Slot machine handle | | | $ | 3,545,899 | | | | | $ | 3,740,096 | | | | | $ | (194,197) | | | | | (5.2) | | | | | | | | |

| Slot machine win | | | $ | 170,358 | | | | | $ | 161,384 | | | | | $ | 8,974 | | | | | 5.6 | | | | | | | | |

| Poker rake | | | $ | 20,835 | | | | | $ | 20,980 | | | | | $ | (145) | | | | | (0.7) | | | | | | | | |

| Total casino revenues | | | $ | 394,104 | | | | | $ | 434,083 | | | | | $ | (39,979) | | | | | (9.2) | | | | | | | | |

| Table drop | | | $ | 1,690,132 | | | | | $ | 1,852,816 | | | | | $ | (162,684) | | | | | (8.8) | | | | | | | | |

The following table provides estimated future cash flow information derived from our best estimates of repayments as of December 31, [removed: 2019,] [added: 2020,] of our expected long-term indebtedness and related weighted average interest rates by expected maturity dates.

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

The one-month LIBOR and HIBOR rates as of December 31, [removed: 2019] [added: 2020] of [removed: 1.76%] [added: 0.14%] and [removed: 2.68%,] [added: 0.18%,] respectively, were used for all variable rate calculations in the table below.

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

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

| | | | | | | [removed: 2020 | | | | | |] 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 2024 | | | | | | [removed: Thereafter | | | | | | Total | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2025] | | | | | | [added: Thereafter] | | | | | | [added: Total] | | |

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

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

| Fixed rate | | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: — | | | | | $ |] 500.0 | | | | | $ | 600.0 | | | | | $ | [removed: 5,160.0] [added: 2,380.0] | | | | | $ | [removed: 6,260.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 5,730.0] | | | | | [added: $] | [added: 9,210.0] | |

| Average interest rate | | | | | | — | | % | | | | — | | % | | | | [removed: — | | % | | | |] 4.3 | | % | | | | 4.9 | | % | | | | [removed: 5.3] [added: 6.1] | | % | | | | [removed: 5.2] [added: 5.4] | | % | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 5.5] | | [added: %] |

As of December 31, [removed: 2019,] [added: 2020,] approximately [removed: 59.5%] [added: 70.0%] of our long-term debt was based on fixed rates.

Based on our borrowings as of December 31, [removed: 2019,] [added: 2020,] an assumed 100 basis point change in the variable rates would cause our annual interest expense to change by [removed: $42.6] [added: $34.2] million.

Based on our balances as of December 31, [removed: 2019,] [added: 2020,] an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of [removed: $26.8] [added: $34.5] million.

yet be determined (see Item 1A—"Risk Factors," *Risks Related to our Indebtedness* for further discussion).

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

| Variable rate | | | | | | $ | 596.4 | | | | | $ | 1,179.1 | | | | | $ | 50.0 | | | | | $ | 1,503.5 | | | | | $ | 615.0 | | | | | $ | — | | | | | $ | 3,944.0 | |

| Average interest rate | | | | | | 2.4 | | % | | | | 2.6 | | % | | | | 1.9 | | % | | | | 1.9 | | % | | | | 2.7 | | % | | | | — | | % | | | | 2.3 | | % |

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

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

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

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

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

*Our Commitment to Corporate Social [removed: Responsibility and Sustainability*][added: Responsibility*]

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

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

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

- Wynn Las Vegas and Encore have each earned Five-Star status on the [removed: 2020] [added: 2021] Forbes Travel Guide ("FTG") Star Rating list and are [removed: now] the largest and second largest FTG Five-Star resorts in the [removed: world] [added: world,] respectively.

- Collectively, Wynn Resorts earned more FTG Five-Star awards than any other independent hotel company in the world in [removed: 2020.][added: 2021.]

- Wynn Palace garnered seven individual FTG Five-Star awards in [removed: 2020.][added: 2021.]

- Wynn Macau continues to be the only resort in the world with eight individual FTG Five-Star awards in [removed: 2020.][added: 2021.]

- Wynn Las Vegas and Encore [removed: added two new 2020] [added: collectively received seven] FTG Five-Star awards [removed: and now collectively hold seven,] [added: in 2021,] the most of any resorts in North America.

- Wynn Resorts was once again honored to be included on FORTUNE Magazine's [removed: 2020] [added: 2021] World's Most Admired Companies list in the hotel, casino, and resort category and ranked first overall in the category of Quality of Products/ Services among all international hotel companies.

We [removed: may] [added: generally] experience fluctuations in revenues and cash flows from month to month, including from such factors as the timing of major conventions and holidays; however, we do not believe that our business is materially impacted by seasonality.

The property features approximately 424,000 square feet of casino space with 323 table games and [removed: 1,011] [added: 1,066] slot machines, as well as private gaming salons and sky casinos.

In addition, Wynn Palace offers 14 food and beverage outlets, approximately [removed: 106,000] [added: 107,000] square feet of high-end, brand-name retail space, and approximately 37,000 square feet of meeting and convention space.

We [added: currently] expect that the [removed: Crystal Pavilion] [added: next phase of our development at Wynn Palace] will become a unique world-class cultural destination, incorporating [removed: art, theater and] [added: an array of non-gaming amenities such as event space,] interactive [added: entertainment] installations, [removed: expansive] food and beverage offerings, [added: and] additional hotel [removed: rooms, and several signature entertainment features.][added: rooms.]

Located in the heart of downtown Macau, the property features approximately 252,000 square feet of casino space with [removed: 322] [added: 331] table games and [removed: 838] [added: 896] slot machines, as well as private gaming salons, sky casinos, and a poker room.

We [removed: expect to open] [added: substantially completed] the second phase, which will include two new restaurants and approximately 7,000 square feet of additional retail space, in [added: December 2019, and expect to open portions of] the [added: second phase in the] first half of [removed: 2020.][added: 2021 depending on market conditions and other factors.]

The property features approximately 194,000 square feet of casino space with [removed: 232] [added: 209] table games and [removed: 1,756] [added: 1,737] slot machines, as well as private gaming salons, a sky casino, a poker room, and a race and sports book.

In addition, Wynn Las Vegas offers [removed: 33] [added: 31] food and beverage outlets, approximately [removed: 160,000] [added: 152,000] square feet of high-end, brand-name retail space, and approximately [removed: 507,000] [added: 513,000] square feet of meeting and convention [removed: space (including the 217,000 square foot Meeting and Convention Expansion that opened in February 2020, as discussed below).][added: space.]

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

The property features approximately [removed: 210,000] [added: 208,000] square feet of casino space with [removed: 161] [added: 198] table games and [removed: 2,833] [added: approximately 1,890] slot machines, private and high-limit gaming areas, and a poker room.

The journey between Macau and Hong Kong takes approximately 15 minutes by helicopter, 30 minutes by road since the opening of the Hong Kong-Zhuhai-Macau Bridge in October [removed: 2018] [added: 2018,] and one hour by jetfoil ferry.

Since the introduction of new casinos starting in 2004, the Macau market has experienced a significant increase in annual gaming [removed: revenue and has become the largest gaming market in the world.][added: revenue.]

[removed: In addition, we] [added: We continue to] believe [removed: that] [added: that, despite the current challenges posed by the COVID-19 pandemic,] Macau's stated goal of becoming a world-class tourism destination will [added: continue to] drive additional visitation to the market and create future opportunities for us to invest and grow.

[removed: Gaming customers traveling to Macau] [added: Macau's gaming market is primarily dependent on tourists,] typically [removed: come] [added: traveling] from nearby destinations in Asia.

According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, over 90% of the visitors to Macau in 2019 came from [removed: mainland China,] [added: the PRC,] Hong [removed: Kong,] [added: Kong] and [removed: Taiwan.][added: Taiwan, increasing to over 95% in 2020, primarily due to certain border control and other travel related restrictions put in place as a result of the COVID-19 pandemic.]

Travel to Macau by citizens of [removed: mainland China] [added: the PRC] requires a visa.

[removed: According] [added: In addition, according] to [removed: 2019] government statistics, [removed: Macau] tourist arrivals [removed: increased 10.1%,] [added: in Macau decreased 85.0% in 2020,] to [removed: 39.4] [added: 5.9] million, from [removed: 35.8] [added: 39.4] million in [removed: 2018.][added: 2019.]

Overall Las Vegas visitor volume was [added: 19.0 million in 2020, a 55.3% decrease from] 42.5 million in 2019.

Occupancy on the Las Vegas Strip [removed: increased 0.9%] [added: decreased 48.3%] to [removed: 90.4%,] [added: 42.1%,] from [removed: 89.5%] [added: 90.4%] in [removed: 2018.][added: 2019.]

Convention attendees [removed: increased 2.3%] [added: decreased 74.0%] in [removed: 2019,] [added: 2020,] following year-over-year increases of [removed: 13.4%,] 7.1%, [added: 3.0%,] and [removed: 3.0%] [added: 2.3%] from [removed: 2016] [added: 2017] to [removed: 2018,] [added: 2019,] respectively.

[removed: Wynn] [added: Our] Las Vegas [removed: is] [added: Operations are] located on the Las Vegas Strip and [removed: competes] [added: compete] with other high-quality resorts and hotel casinos in Las Vegas.

[removed: Wynn] [added: Our] Las Vegas [added: Operations] also [removed: competes,] [added: compete,] to some extent, with other casino resorts throughout the United States and elsewhere in the world.

Massachusetts and its neighboring states of Connecticut and Rhode Island are host to a large, established casino market that generated over $2.5 billion of gross gaming revenue in [removed: 2019.][added: 2019, before the outbreak of COVID-19.]

The greater Boston metropolitan area is the largest population center in [removed: the region of] New England, with a population of approximately 5 million residents.

[removed: The] amount of this guarantee was reduced to 300 million Macau patacas (approximately $37.3 million) for the period from April 1, 2007 until 180 days after the end of the term of the concession agreement.

[removed: Changes in the management structure of] business entity gaming promoters' licensees must be reported to the Macau government and any transfer or the encumbering of interests in such licensees is ineffective without prior government approval.

Wynn [removed: Resorts Finance, LLC] [added: America Group] is required to be registered as an intermediary company and to be found suitable by the NGC to own the equity interests of Wynn Las Vegas Holdings, LLC ("Wynn Las Vegas Holdings").

Wynn Resorts Holdings, Wynn Resorts Finance, [added: Wynn America Group,] and Wynn Las Vegas Holdings are referred to individually as a "registered intermediary subsidiary" and collectively [added: as the "registered]

[removed: as the "registered] intermediary subsidiaries." We and the registered intermediary subsidiaries hold all the various registrations, approvals, permits and licenses required for Wynn Las Vegas, LLC to engage in gaming activities in Nevada.

In October 2020, Wynn Interactive Ltd. ("Wynn Interactive") was formed through the merger of our U.S. online sports betting and gaming business, social casino business, and our strategic partner, BetBull Limited ("BetBull").

Following the merger, Wynn Resorts owns approximately 72% of, and consolidates, Wynn Interactive.

This transaction positions Wynn Resorts to capitalize on developing opportunities in digital and interactive sports betting and gaming throughout the U.S., by combining Wynn Resorts' nationally recognized brand with BetBull's digital sports betting operational capabilities and technology.

Wynn Interactive's subsidiary operates the digital and interactive sports betting app, WynnBET, which is currently operational in New Jersey, Colorado, and Michigan.

In addition, subject to all necessary legislative authorizations and regulatory approvals, Wynn Interactive’s subsidiary has secured market access and has submitted an application for licensing in Indiana, has secured market access in Iowa and Ohio, has received conditional licensing in Tennessee, and has submitted an application for licensing in Virginia.

In Massachusetts and Nevada, where we operate casino resorts, it is contemplated that Wynn Interactive’s subsidiary will operate interactive gaming and sports betting.

Recent Developments Related to COVID-19

In January 2020, a new strain of coronavirus, COVID-19 ("COVID-19"), was identified.

Since then, COVID-19 has spread around the world, and steps have been taken by various countries, including those in which the Company operates, to advise citizens to avoid non-essential travel, to restrict inbound international travel, to implement closures of non-essential operations, and to implement quarantines and lockdowns to contain the spread of the virus.

Several vaccines have been granted authorizations in numerous countries and vaccines are being rolled out to citizens based on their priority of need.

There can be no assurance as to when a sufficient number of individuals will be vaccinated, permitting travel restrictions to be lifted.

*Macau Operations*

In response to the COVID-19 pandemic, our casino operations in Macau were closed for a 15-day period in February 2020 and resumed operations on a reduced basis on February 20, 2020.

On March 20, 2020 our casino operations were fully restored; however, certain COVID-19 specific protective measures, such as limiting the number of seats per table game, increasing the spacing between active slot machines, and visitor entry checks and requirements involving temperature checkpoints, mask wearing, health declarations and proof of negative COVID-19 test results remain in effect at the present time.

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, the suspension or reduced availability of the Individual Visit Scheme (the

“IVS”), group tour scheme and other travel visas for visitors, quarantine measures in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the People's Republic of China (the "PRC"), the Hong Kong Special Administrative Region of the PRC ("Hong Kong"), and Taiwan involving COVID-19 testing, among other things, and the suspension or reduced accessibility of transportation to and from Macau.

At present, bans on entry or enhanced quarantine requirements remain in place for people attempting to enter Macau, depending on various conditions such as the usual visa requirements, their COVID-19 test results, purpose of visit, recent travel history and/or other conditions as applicable.

While many aspects of these travel restrictions and conditions continue to adversely impact visitations to Macau, beginning in June 2020 certain restrictions and conditions have eased to allow for visitation to Macau as certain regions recover from the COVID-19 pandemic.

Quarantine-free travel, subject to COVID-19 safeguards such as testing and the usual visa requirements, was reintroduced between Macau and an increasing number of areas and cities within the PRC in progressive phases from June to August 2020, commencing with an area in Guangdong Province, which is adjacent to Macau, and expanding to additional areas and major cities within Guangdong Province, followed by most other areas of the PRC.

On September 23, 2020, PRC authorities fully resumed the IVS exit visa program, which permits individual PRC citizens from nearly 50 PRC cities to travel to Macau for tourism purposes.

Notwithstanding these developments, certain border control, travel-related restrictions and conditions, including certain quarantine and medical observation measures, stringent health declarations, COVID-19 testing and other procedures remain in place, and all visitors need to test negative for COVID-19 before entering Macau.

Given the evolving conditions created by and in response to the COVID-19 pandemic, we are currently unable to determine when travel-related restrictions and conditions will be further lifted.

Measures that have been lifted or are expected to be lifted may be reintroduced if there are adverse developments in the COVID-19 situation in Macau and other regions with access to Macau.

*Las Vegas Operations and Encore Boston Harbor*

Wynn Las Vegas closed on March 17, 2020, and reopened on June 4, 2020 with certain COVID-19 specific protective measures in place, such as limiting the number of seats per table game, slot machine spacing, temperature checks, mask protection, and suspension of certain entertainment and nightlife offerings.

Beginning October 19, 2020, Encore at Wynn Las Vegas adjusted its operating schedule to five days/four nights each week due to currently reduced customer demand levels.

Encore Boston Harbor closed on March 15, 2020, and reopened on July 10, 2020 with certain COVID-19 specific protective measures in place, such as limiting the number of seats per table game, slot machine spacing, temperature checks, and mask protection.

In addition, certain food and beverage outlets have remained closed, and following the July 10, 2020 reopening, our hotel operations were limited to Thursday through Sunday until their temporary closure on November 6, 2020, pursuant to a state directive limiting the operating hours of certain businesses, including restaurants and casinos.

On January 25, 2021, the limitations on operating hours were lifted, and Encore Boston Harbor restored certain operations, including its hotel, although it remains limited to Thursday through Sunday.

We are currently unable to determine when the remaining measures will be lifted.

*Summary*

The COVID-19 pandemic has had and will continue to have an adverse effect on the Company's results of operations.

The Company is currently unable to determine when protective measures in effect at our Macau Operations, Las Vegas Operations, and Encore Boston Harbor will be lifted.

Given the uncertainty around the extent and timing of the potential future spread or mitigation of COVID-19 and around the imposition or relaxation of protective measures, management cannot reasonably estimate the impact to the Company's future results of operations, cash flows, or financial condition.

As of December 31, 2020, the Company had total cash and cash equivalents, excluding restricted cash, of $3.48 billion, and had access to $117.9 million of available borrowing capacity from the WRF Revolving Facility and $343.5 million of available borrowing capacity from the Wynn Macau Revolving Facility.

The Company has suspended its dividend program and has postponed major project capital expenditures.

In addition, the Company raised $842.5 million in an equity offering in February 2021.

Given the Company's liquidity position at December 31, 2020 and the steps the Company has taken as further described in Note 7, "Long-Term Debt," the Company believes it is able to support continuing operations and respond to the current COVID-19 pandemic challenges.

ranking among Fortune 500 companies that voluntarily use green power to reduce air pollution and other environmental impacts associated with electricity use.

- Wynn Las Vegas was among the first resorts in the world to become Sharecare Health Security VERIFIEDTM with Forbes Travel Guide.

Wynn Resorts was incorporated in Nevada in 2002.

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

We are in the preliminary planning and design stages of developing the Crystal Pavilion at Wynn Palace.

We expect construction of the initial phase of the Crystal Pavilion will begin in late 2021.

In February 2020, we opened our meeting and convention expansion at Wynn Las Vegas (the "Meeting and Convention Expansion").

The space features approximately 217,000 square feet of incremental state-of-the-art meeting and convention space (430,000 square feet of gross space), which has nearly doubled our group footprint in Las Vegas.

We estimate the total project budget, including the redesigned golf course that reopened in October 2019, to be approximately $425 million.

As of December 31, 2019, we have incurred $351.3 million in total project costs.

According to Macau Statistical Information, annual gaming revenues have grown from $2.9 billion in 2002 to $36.5 billion in 2019.

Macau's gaming market is primarily dependent on tourists.

Annual gaming revenues decreased to $36.5 billion in 2019, from $37.5 billion in 2018.

The Macau market has experienced tremendous growth in capacity since the opening of Wynn Macau in 2006.

As of December 31, 2019, there were 38,300 hotel rooms, 6,739 table games and 17,009 slot machines in Macau, compared to 12,978 hotel rooms, 2,762 table games and 6,546 slot machines as of December 31, 2006.

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 from 2016 through 2018 in the Cotai area and will open additional facilities over the next few years, which will further increase other gaming and non-gaming offerings in the Macau market.

Although Las Vegas Strip gaming revenues remained relatively flat at $6.6 billion for each of the years ended December 31, 2019 and 2018, visitation and hotel room demand remained strong.

Passenger traffic at McCarran International Airport increased 3.8% in 2019, following year-over-year increases of 5.8%, 4.5%, and 4.7% from 2016 to 2018, respectively.

During 2019, the average daily room rate and revenue per available room on the Las Vegas Strip increased 3.2% and 4.3%,

respectively.

The County has

Employees

| | | | For the fiscal year ended December 31, [removed: 2019] [added: 2020] | | |

The aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates based on the closing price as reported on the Nasdaq Global Select Market on June [removed: 28, 2019] [added: 30, 2020] was approximately [removed: $12.08] [added: $7.27] billion.

As of February [removed: 14, 2020, 107,516,130] [added: 16, 2021, 115,615,473] shares of the registrant's Common Stock, $0.01 par value, were outstanding.

Portions of the registrant's Proxy Statement for its [removed: 2020] [added: 2021] 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](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_13) | | | [3](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_13) | | |] [added: [Business](#i26ea508dea384099a7a26873c2e548a1_13)] | | | [added: [3](#i26ea508dea384099a7a26873c2e548a1_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_16) | | | [17](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_16) | | |] [added: Factors](#i26ea508dea384099a7a26873c2e548a1_16)] | | | [added: [19](#i26ea508dea384099a7a26873c2e548a1_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_19) | | | [33](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_19) | | |] [added: Comments](#i26ea508dea384099a7a26873c2e548a1_19)] | | | [added: [33](#i26ea508dea384099a7a26873c2e548a1_19)] | | |

| Item 2. | | | [removed: [Properties](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_22) | | | [34](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_22) | | |] [added: [Properties](#i26ea508dea384099a7a26873c2e548a1_22)] | | | [added: [34](#i26ea508dea384099a7a26873c2e548a1_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_25) | | | [34](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_25) | | |] [added: Proceedings](#i26ea508dea384099a7a26873c2e548a1_25)] | | | [added: [34](#i26ea508dea384099a7a26873c2e548a1_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_28) | | | [34](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_28) | | |] [added: Disclosures](#i26ea508dea384099a7a26873c2e548a1_28)] | | | [added: [34](#i26ea508dea384099a7a26873c2e548a1_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_34) | | | [35](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_34) | | |] [added: Securities](#i26ea508dea384099a7a26873c2e548a1_34)] | | | [added: [35](#i26ea508dea384099a7a26873c2e548a1_34)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_37) | | | [37](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_37) | | |] [added: Data](#i26ea508dea384099a7a26873c2e548a1_37)] | | | [added: [37](#i26ea508dea384099a7a26873c2e548a1_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_40) | | | [38](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_40) | | |] [added: Operations](#i26ea508dea384099a7a26873c2e548a1_40)] | | | [added: [38](#i26ea508dea384099a7a26873c2e548a1_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_67) | | | [55](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_67) | | |] [added: Risk](#i26ea508dea384099a7a26873c2e548a1_67)] | | | [added: [57](#i26ea508dea384099a7a26873c2e548a1_67)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_70) | | | [57](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_70) | | |] [added: Data](#i26ea508dea384099a7a26873c2e548a1_70)] | | | [added: [59](#i26ea508dea384099a7a26873c2e548a1_70)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_187) | | | [111](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_187) | | |] [added: Disclosure](#i26ea508dea384099a7a26873c2e548a1_163)] | | | [added: [112](#i26ea508dea384099a7a26873c2e548a1_163)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_190) | | | [111](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_190) | | |] [added: Procedures](#i26ea508dea384099a7a26873c2e548a1_166)] | | | [added: [112](#i26ea508dea384099a7a26873c2e548a1_166)] | | |

| Item 9B. | | | [Other [removed: Information](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_193) | | | [111](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_193) | | |] [added: Information](#i26ea508dea384099a7a26873c2e548a1_169)] | | | [added: [112](#i26ea508dea384099a7a26873c2e548a1_169)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_199) | | | [112](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_199) | | |] [added: Governance](#i26ea508dea384099a7a26873c2e548a1_175)] | | | [added: [113](#i26ea508dea384099a7a26873c2e548a1_175)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_202) | | | [112](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_202) | | |] [added: Compensation](#i26ea508dea384099a7a26873c2e548a1_178)] | | | [added: [113](#i26ea508dea384099a7a26873c2e548a1_178)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_205) | | | [112](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_205) | | |] [added: Matters](#i26ea508dea384099a7a26873c2e548a1_181)] | | | [added: [113](#i26ea508dea384099a7a26873c2e548a1_181)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_208) | | | [112](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_208) | | |] [added: Independence](#i26ea508dea384099a7a26873c2e548a1_184)] | | | [added: [113](#i26ea508dea384099a7a26873c2e548a1_184)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_211) | | | [112](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_211) | | |] [added: Services](#i26ea508dea384099a7a26873c2e548a1_187)] | | | [added: [113](#i26ea508dea384099a7a26873c2e548a1_187)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_217) | | | [113](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_217) | | |] [added: Schedules](#i26ea508dea384099a7a26873c2e548a1_193)] | | | [added: [114](#i26ea508dea384099a7a26873c2e548a1_193)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_226) | | | [116](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_226) | | |] [added: Summary](#i26ea508dea384099a7a26873c2e548a1_202)] | | | [added: [118](#i26ea508dea384099a7a26873c2e548a1_202)] | | |

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| | | | | | | | | |

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

| [PART I](#i26ea508dea384099a7a26873c2e548a1_10) | | | | | | | | |

| [PART II](#i26ea508dea384099a7a26873c2e548a1_31) | | | | | | | | |

| [PART III](#i26ea508dea384099a7a26873c2e548a1_172) | | | | | | | | |

| [PART IV](#i26ea508dea384099a7a26873c2e548a1_190) | | | | | | | | |

| [Signatures](#i26ea508dea384099a7a26873c2e548a1_205) | | | | | | [119](#i26ea508dea384099a7a26873c2e548a1_205) | | |

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| [PART I](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_10) | | | | | | | | | | | | | | |

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

| [PART III](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_196) | | | | | | | | | | | | | | |

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

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

There were approximately 145 holders of record of our common stock as of February [removed: 14, 2020.][added: 16, 2021.]

The following table summarizes the shares repurchased in satisfaction of tax withholding obligations on vested restricted stock during the quarter ended December 31, [removed: 2019:][added: 2020:]

None of the foregoing repurchases that occurred during the three months ended December 31, [removed: 2019] [added: 2020] were part of the Company's publicly announced repurchase program.

As of December 31, [removed: 2019,] [added: 2020,] we had $800.1 million in repurchase authority under the program.

For more information on the Company's publicly announced repurchase program, see Item 8—"Financial Statements and Supplementary Data," Note 8, "Stockholders' [removed: Equity."][added: Equity (Deficit)."]

[removed: ][added: ]

Market Information and Related Stockholder Matters

On May 6, 2020, the Company announced that it had suspended its quarterly dividend program due to the financial impact of the COVID-19 pandemic.

On February 11, 2021, the Company completed a registered public offering of 7,475,000 newly issued shares of its common stock, par value $0.01 per share, at a price of $115.00 per share for proceeds of $842.4 million, net of $17.2 million in underwriting discounts and commissions.

The Company intends to use the net proceeds from this equity offering for general corporate purposes.

| October 31, 2020 | | | | | | 137 | | | | | | $ | 71.45 | | | | | $ | 10 | |

| November 30, 2020 | | | | | | 16,514 | | | | | | $ | 76.27 | | | | | $ | 1,259 | |

| December 31, 2020 | | | | | | 6,795 | | | | | | $ | 106.87 | | | | | $ | 726 | |

Market Information

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

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

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

Not applicable.

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

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

Operating results for the periods presented are not necessarily indicative of the results that may be expected for future years.

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

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| | | | Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2019 (4) (5) | | | | | | 2018 (1) (4) | | | | | | 2017 (2) (4) | | | | | | 2016 (3) (4) | | | | | | 2015 (4) | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Consolidated Statements of Income Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating revenues | | | $ | 6,611,099 | | | | | $ | 6,717,660 | | | | | $ | 6,070,160 | | | | | $ | 4,345,797 | | | | | $ | 4,075,883 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Pre-opening expenses | | | 102,009 | | | | | | 53,490 | | | | | | 26,692 | | | | | | 154,717 | | | | | | 77,623 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | 878,305 | | | | | | 735,544 | | | | | | 1,055,565 | | | | | | 521,662 | | | | | | 658,814 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | 311,378 | | | | | | 803,084 | | | | | | 889,254 | | | | | | 302,469 | | | | | | 281,524 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Less: net income attributable to noncontrolling interests | | | (188,393) | | | | | | (230,654) | | | | | | (142,073) | | | | | | (60,494) | | | | | | (86,234) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to Wynn Resorts, Limited | | | 122,985 | | | | | | 572,430 | | | | | | 747,181 | | | | | | 241,975 | | | | | | 195,290 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic income per share | | | $ | 1.15 | | | | | $ | 5.37 | | | | | $ | 7.32 | | | | | $ | 2.39 | | | | | $ | 1.93 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted income per share | | | $ | 1.15 | | | | | $ | 5.35 | | | | | $ | 7.28 | | | | | $ | 2.38 | | | | | $ | 1.92 | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Consolidated Balance Sheets Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 2,351,904 | | | | | $ | 2,215,001 | | | | | $ | 2,804,474 | | | | | $ | 2,453,122 | | | | | $ | 2,080,089 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Construction in progress | | | 477,333 | | | | | | 1,912,801 | | | | | | 1,016,207 | | | | | | 299,686 | | | | | | 3,217,117 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | 13,871,281 | | | | | | 13,216,269 | | | | | | 12,681,739 | | | | | | 11,953,557 | | | | | | 10,459,159 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total long-term obligations (6) | | | 10,346,925 | | | | | | 9,519,417 | | | | | | 9,673,099 | | | | | | 10,279,375 | | | | | | 9,327,143 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Stockholders' equity | | | 1,541,472 | | | | | | 1,814,789 | | | | | | 1,078,350 | | | | | | 257,881 | | | | | | 21,845 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared per common share | | | $ | 3.75 | | | | | $ | 2.75 | | | | | $ | 2.00 | | | | | $ | 2.00 | | | | | $ | 3.00 | | | | | | | | | | | | | | | | | | | | | | | | | |

(1)During the fourth quarter of 2018, we recorded a tax benefit of $390.9 million related to clarified U.S. tax reform guidance issued by the Internal Revenue Service in the fourth quarter of 2018, which was incremental to the provisional tax benefit recorded during the fourth quarter of 2017.

See Item 8—"Financial Statements and Supplementary Data," Note 13, "Income Taxes." Additionally, the Company incurred a litigation settlement expense totaling $463.6 million in 2018.

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

(2)During the fourth quarter of 2017, we recorded a provisional income tax benefit of $339.9 million related to the enactment of U.S. tax reform.

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

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

(4)The results presented reflect the Company's adoption of ASU 2014-09, *Revenue from Contracts with Customers (Topic 606)* ("ASC 606"), effective January 1, 2018.

2017 and 2016 operating revenues have been adjusted to reflect the full retrospective adoption of ASC 606, with no impact to operating income or net income.

2015 operating revenues were not recast for the adoption of ASC 606 and, as a result, are not comparable to 2016, 2017, 2018 and 2019 operating revenues.

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

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

(6)Includes long-term debt, other long-term liabilities, and deferred income tax liabilities, net.

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

| [Reports of Independent Registered Public Accounting [removed: Firm](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_73)] [added: Firm](#i26ea508dea384099a7a26873c2e548a1_73)] | | | [removed: [58](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_73)] [added: [60](#i26ea508dea384099a7a26873c2e548a1_73)] | | |

| [Consolidated Balance [removed: Sheets](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_82)] [added: Sheets](#i26ea508dea384099a7a26873c2e548a1_82)] | | | [removed: [61](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_82)] [added: [64](#i26ea508dea384099a7a26873c2e548a1_82)] | | |

[removed: | [Consolidated Statements of Income](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_88) | | | [62](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_88) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)]

| [Consolidated Statements of Comprehensive [removed: Income](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_91)] [added: Income](#i26ea508dea384099a7a26873c2e548a1_88) [(Loss)](#i26ea508dea384099a7a26873c2e548a1_88)] | | | [removed: [63](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_91)] [added: [66](#i26ea508dea384099a7a26873c2e548a1_88)] | | |

[removed: | [Consolidated Statements of Stockholders’ Equity](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_97) | | | [64](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_97) | | |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)]

| [Consolidated Statements of Cash [removed: Flows](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_103)] [added: Flows](#i26ea508dea384099a7a26873c2e548a1_94)] | | | [removed: [65](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_103)] [added: [68](#i26ea508dea384099a7a26873c2e548a1_94)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_106)] [added: Statements](#i26ea508dea384099a7a26873c2e548a1_97)] | | | [removed: [66](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_106)] [added: [69](#i26ea508dea384099a7a26873c2e548a1_97)] | | |

| [Quarterly Consolidated Financial Information [removed: (Unaudited)](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_184)] [added: (Unaudited)](#i26ea508dea384099a7a26873c2e548a1_160)] | | | [removed: [110](#ib14b4b4dd2ea4f9ab561a4c939b5f3db_184)] [added: [111](#i26ea508dea384099a7a26873c2e548a1_160)] | | |

We have audited Wynn Resorts, Limited and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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, Wynn Resorts, Limited and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of [removed: income,] [added: operations,] comprehensive [removed: income,] [added: income (loss),] stockholders' equity [added: (deficit)] and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February [removed: 28, 2020] [added: 26, 2021] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of [removed: income,] [added: operations,] comprehensive [removed: income,] [added: income (loss),] stockholders' equity [added: (deficit)] and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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: 28, 2020] [added: 26, 2021] expressed an unqualified opinion thereon.

[removed: Valuation of Deferred Tax Assets][added: | Deferred tax assets—U.S.: | | | | | | | | | | | |]

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

| | | | [removed: 2019 | | |] [added: 2020] | | | [removed: 2018] | | | [added: 2019] | | | | | | [added: 2018] | | |

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

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

| Cash and cash equivalents | | | $ | [removed: 2,351,904] [added: 3,482,032] | | | | | $ | [removed: 2,215,001 | | | | | | | | |] [added: 2,351,904] | |

| Inventories | | | [removed: 88,519 | | | | | | 66,627 | | |] [added: 66,285] | | | | | | [added: 88,519] | | |

| Prepaid expenses and other | | | [removed: 69,485 | | | | | | 83,104 | | |] [added: 64,672] | | | | | | [added: 69,485] | | |

| Total current assets | | | [removed: 2,856,337 | | | | | | 2,641,376 | | |] [added: 3,813,147] | | | | | | [added: 2,856,337] | | |

| Property and equipment, net | | | [removed: 9,623,832 | | | | | | 9,385,920 | | |] [added: 9,196,644] | | | | | | [added: 9,623,832] | | |

| Restricted cash | | | [removed: 6,388 | | | | | | 4,322 | | |] [added: 4,352] | | | | | | [added: 6,388] | | |

| [removed: Intangible] [added: Goodwill and intangible] assets, net | | | [removed: 146,414 | | | | | | 222,506 | | |] [added: 278,195] | | | | | | [added: 146,414] | | |

| Operating lease assets | | | [removed: 452,919 | | | | | | — | | |] [added: 398,594] | | | | | | [added: 452,919] | | |

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

| Other assets | | | [removed: 223,129 | | | | | | 225,693 | | |] [added: 178,615] | | | | | | [added: 223,129] | | |

| [removed: Total assets] [added: Total] | | | $ | [removed: 13,871,281] [added: 13,869,547] | | | | | $ | [removed: 13,216,269 | | |] [added: 13,871,281] | | | | | [added: $] | [added: 13,216,269] | |

| LIABILITIES AND STOCKHOLDERS' [removed: EQUITY | | | | | | | | |] [added: EQUITY (DEFICIT)] | | | | | | | | | | | |

| Current liabilities: | | | | | | | | | | | | [removed: | | | | | | | | |]

| Accounts and construction payables | | | $ | [removed: 262,437] [added: 148,478] | | | | | $ | [removed: 321,796 | | | | | | | | |] [added: 262,437] | |

| Customer deposits | | | [removed: 824,269 | | | | | | 955,450 | | |] [added: 646,856] | | | | | | [added: 824,269] | | |

| Gaming taxes payable | | | [removed: 168,043 | | | | | | 247,341 | | |] [added: 66,346] | | | | | | [added: 168,043] | | |

| Accrued compensation and benefits | | | [removed: 180,140 | | | | | | 163,966 | | |] [added: 126,846] | | | | | | [added: 180,140] | | |

| Accrued interest | | | [removed: 73,136 | | | | | | 61,595 | | |] [added: 136,421] | | | | | | [added: 73,136] | | |

| Current portion of long-term debt | | | [removed: 323,876 | | | | | | 11,960 | | |] [added: 596,408] | | | | | | [added: 323,876] | | |

| Other accrued liabilities | | | [removed: 150,983 | | | | | | 119,955 | | |] [added: 159,533] | | | | | | [added: 150,983] | | |

| Total current liabilities | | | [removed: 1,982,884 | | | | | | 1,882,063 | | |] [added: 1,880,888] | | | | | | [added: 1,982,884] | | |

| [Consolidated Statements of](#i26ea508dea384099a7a26873c2e548a1_85) [Operations](#i26ea508dea384099a7a26873c2e548a1_85) | | | [65](#i26ea508dea384099a7a26873c2e548a1_85) | | |

As indicated in the accompanying Management Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of BetBull, Limited, which are included in the 2020 consolidated financial statements of the Company and constituted less than 2% of total assets (goodwill constituted 1% of total assets) as of December 31, 2020 and less than 1% of operating revenues and net loss for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of BetBull, Limited.

February 26, 2021

Allowance for Credit Losses on Casino Receivables

| *Description of the Matter* | | | At December 31, 2020, the Company’s allowance for credit losses on accounts receivable was $100.3 million, primarily consisting of casino receivables. As discussed in Note 2 to the consolidated financial statements, casino receivables primarily consist of credit issued to patrons in the form of markers and advances paid to gaming promoters. The Company records an estimated allowance for credit losses to reduce the Company’s receivables to their carrying amount, which reflects the net amount the Company expects to collect. The Company estimates the allowance based on specific review of customer and outstanding gaming promoter accounts taking into consideration the amount due from the patron and gaming promoters, the age of the account, the customer’s financial condition, as well as management’s experience with historical and current collection trends, current economic and business conditions, and management’s expectations of future economic and business conditions and forecasts. Auditing management’s estimate of the allowance for credit losses on casino receivables is complex due to the highly judgmental nature of the qualitative factors used to estimate the collectability of casino receivables and high degree of subjectivity in evaluating management’s judgments related to the collectability of patron accounts receivable. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s allowance for credit losses process. For example, we tested controls over the issuance of markers to patrons, the collection processes and management’s review controls over the assessment of the expected collection of casino receivables and evaluation of the allowance for credit losses, including the information used by management in those controls. To test the allowance for credit losses, our audit procedures included, among others: testing management’s historical collections analysis by obtaining evidence related to the original issuance of the credit to patrons on a sample of casino accounts receivable and examining support for subsequent settlement, if any; corroborating management’s representations for specific provisions made for certain individual casino patrons with internal data and examination of publicly available information of the customers’ financial condition; evaluating management’s assumptions regarding future collectability in comparison to current business trends, third-party macroeconomic data and peer data; and evaluating management’s use of this information in establishing the allowance for credit losses as of December 31, 2020. In addition, we performed sensitivity analyses over the Company's significant assumptions and evaluated the overall allowance for credit losses by performing a retrospective analysis of the Company’s historical estimates, which consisted of comparing the Company’s estimates to subsequent settlements and write-offs. | | |

February 26, 2021

| | | | 2020 | | | | | | 2019 | | |

| Accounts receivable, net of allowance for credit losses of $100,329 and $39,317 | | | 200,158 | | | | | | 346,429 | | |

| Total assets | | | $ | 13,869,547 | | | | | $ | 13,871,281 | |

| Provision for credit losses | | | 64,375 | | | | | | 21,898 | | | | | | 6,527 | | |

| | | | Years Ended December 31, | | | | | | | | | | | | | | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,067,245) | | | | | | (2,067,245) | | | | | | (259,701) | | | | | | (2,326,946) | | |

| Currency translation adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,283 | | | | | | — | | | | | | 5,283 | | | | | | 2,084 | | | | | | 7,367 | | |

| Issuance of restricted stock | | | 886,014 | | | | | | 9 | | | | | | — | | | | | | 6,711 | | | | | | — | | | | | | — | | | | | | 6,720 | | | | | | 823 | | | | | | 7,543 | | |

| Cash dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (106,993) | | | | | | (106,993) | | | | | | 44 | | | | | | (106,949) | | |

| Wynn Interactive transactions | | | — | | | | | | — | | | | | | — | | | | | | 26,262 | | | | | | — | | | | | | — | | | | | | 26,262 | | | | | | 73,768 | | | | | | 100,030 | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | — | | | | | | 52,464 | | | | | | — | | | | | | — | | | | | | 52,464 | | | | | | 5,473 | | | | | | 57,937 | | |

| Balances, December 31, 2020 | | | 107,888,336 | | | | | | $ | 1,235 | | | | | $ | (1,422,531) | | | | | $ | 2,598,115 | | | | | $ | 3,604 | | | | | $ | (1,532,420) | | | | | $ | (351,997) | | | | | $ | (385,320) | | | | | $ | (737,317) | |

| | | | Years Ended December 31, | | | | | | | | | | | | | | |

| Depreciation and amortization | | | 725,502 | | | | | | 624,878 | | | | | | 550,596 | | |

| Provision for credit losses | | | 64,375 | | | | | | 21,898 | | | | | | 6,527 | | |

| Cash acquired from business combination | | | 4,604 | | | | | | — | | | | | | — | | |

| Payments for additional ownership interest in Wynn Interactive | | | (33,621) | | | | | | — | | | | | | — | | |

In October 2020, Wynn Interactive Ltd. ("Wynn Interactive") was formed through the merger (the "BetBull Acquisition") of Wynn Resorts' digital gaming businesses and Wynn Resorts' strategic partner, BetBull Limited ("BetBull").

The merger was effected through a series of transactions which resulted in the Company contributing to BetBull its interests in WSI US, LLC and Wynn Social Gaming, LLC, which operate Wynn Resorts' existing U.S. online sports betting and gaming business and social casino business, respectively.

The results of its operations are presented within Corporate and other in the accompanying consolidated financial statements, except where otherwise noted.

*Recent Developments Related to COVID-19*

Since then, COVID-19 has spread around the world, and steps have been taken by various countries, including those in which the Company operates, to advise citizens to avoid non-essential travel, to restrict inbound international travel, to implement closures of non-essential operations, and to implement quarantines and lockdowns to contain the spread of the virus.

Several vaccines have been granted authorizations in numerous countries and vaccines are being rolled out to citizens based on their priority of need.

There can be no assurance as to when a sufficient number of individuals will be vaccinated, permitting travel restrictions to be lifted.

In response to the COVID-19 pandemic, casino operations in Macau were closed for a 15-day period in February 2020 and resumed on a reduced basis on February 20, 2020.

On March 20, 2020 casino operations were fully restored; however, certain COVID-19 specific protective measures, such as limiting the number of seats per table game, increasing the spacing between active slot machines and visitor entry checks and requirements involving temperature checkpoints, mask wearing, health declarations and proof of negative COVID-19 test results remain in effect at the present time.

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 Pandemic on travel and social activities, the suspension or reduced availability of the Individual Visit Scheme (the “IVS”), group tour scheme and other travel visas for visitors, quarantine measures in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 testing, among other things, and the suspension or reduced accessibility of transportation to and from Macau.

At present, bans on entry or enhanced quarantine requirements remain in place for people attempting to enter Macau, depending on various conditions such as the usual visa requirements, their COVID-19 test results, purpose of visit, recent travel history and/or other conditions as applicable.

While many aspects of these travel restrictions and conditions continue to adversely impact visitations to Macau, beginning in June 2020 certain restrictions and conditions have eased to allow for visitation to Macau as certain regions recover from the COVID-19 pandemic.

Quarantine-free travel, subject to COVID-19 safeguards such as testing and the usual visa requirements, was reintroduced between Macau and an increasing number of areas and cities within the PRC in progressive phases from June to August 2020, commencing with an area in Guangdong Province, which is adjacent to Macau, and expanding to additional areas and major cities within Guangdong Province, followed by most other areas of the PRC.

On September 23, 2020, PRC authorities fully resumed the IVS exit visa program, which permits individual PRC citizens from nearly 50 PRC cities to travel to Macau for tourism purposes.

Notwithstanding these developments, certain border control, travel-related restrictions and conditions, including certain quarantine and medical observation measures, stringent health declarations, COVID-19 testing and other procedures remain in place, and all visitors need to test negative for COVID-19 before entering Macau.

February 28, 2020

Adoption of ASU No. 2016-02

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, *Leases* (Topic 842), and the related amendments.

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

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

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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

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

| Receivables, net | | | 346,429 | | | | | | 276,644 | | | | | | | | | | | |

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

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

| Provision (benefit) for doubtful accounts | | | 21,898 | | | | | | 6,527 | | | | | | (6,711) | | | | | | | | | | | | | | |

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

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

| Balances, January 1, 2017 | | | 101,799,471 | | | | | | $ | 1,150 | | | | | $ | (1,166,697) | | | | | $ | 1,226,915 | | | | | $ | 1,484 | | | | | $ | 95,097 | | | | | $ | 157,949 | | | | | $ | 99,932 | | | | | $ | 257,881 | | | | | | | |

| Cumulative effect, change in accounting for stock-based compensation | | | — | | | | | | — | | | | | | — | | | | | | 2,807 | | | | | | — | | | | | | (2,696) | | | | | | 111 | | | | | | — | | | | | | 111 | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 747,181 | | | | | | 747,181 | | | | | | 142,073 | | | | | | 889,254 | | | | | | | | |

| Currency translation adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,766) | | | | | | — | | | | | | (2,766) | | | | | | (1,066) | | | | | | (3,832) | | | | | | | | |

| Exercise of stock options | | | 661,800 | | | | | | 7 | | | | | | — | | | | | | 61,988 | | | | | | — | | | | | | — | | | | | | 61,995 | | | | | | 214 | | | | | | 62,209 | | | | | | | | |

| Issuance of restricted stock | | | 706,341 | | | | | | 7 | | | | | | — | | | | | | 18,565 | | | | | | — | | | | | | — | | | | | | 18,572 | | | | | | 653 | | | | | | 19,225 | | | | | | | | |

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

| Cash dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (204,515) | | | | | | (204,515) | | | | | | (116,568) | | | | | | (321,083) | | | | | | | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | — | | | | | | 38,677 | | | | | | — | | | | | | — | | | | | | 38,677 | | | | | | 3,573 | | | | | | 42,250 | | | | | | | | |

| Change in net unrealized loss on investment securities | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,292 | | | | | | — | | | | | | 1,292 | | | | | | — | | | | | | 1,292 | | | | | | | | |

| Shares of subsidiary repurchased for share award plan | | | (5,384) | | | | | | (6,232) | | | | | | (392) | | | | | | | | | | | | | | |

| Income taxes paid from sale of ownership interest in subsidiary | | | — | | | | | | — | | | | | | (25,176) | | | | | | | | | | | | | | |

On September 20, 2019, and concurrently with the Refinancing Transactions (as defined and discussed in Note 7, "Long-Term Debt"), Wynn Resorts contributed all of its equity interests in Wynn Group Asia, Inc. ("Wynn Asia") to Wynn Resorts Finance, LLC, which was formerly known as Wynn America, LLC ("WRF"), making Wynn Asia a wholly owned subsidiary of WRF.

WRF is an indirect wholly owned subsidiary of Wynn Resorts.

In November 2017, the Company contributed approximately 74,000 square feet of additional retail space to the Retail Joint Venture.

The Company opened the additional retail space during the fourth quarter of 2018.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

*Development Projects*

In February 2020, the Company opened its meeting and convention space expansion at Wynn Las Vegas (the "Meeting and Convention Expansion").

The facility features approximately 217,000 square feet of state-of-the-art meeting and convention space available for group reservations.

*Subsequent Events*

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

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

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

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

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Based on our assessment, management believes that, as of December 31, [removed: 2019,] [added: 2020,] our internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] has been audited by Ernst & Young, LLP, an independent registered public accounting firm.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, [removed: 2019] [added: 2020] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of recently acquired BetBull Limited, which are included in the 2020 consolidated financial statements of the Company and constituted less than 2% of total assets (goodwill constituted 1% of total assets) as of December 31, 2020, and less than 1% of each of operating revenues and net loss, for the year then ended.

The information required by this item will be contained in the Registrant's definitive Proxy Statement for its [removed: 2020] [added: 2021] Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2019] [added: 2020] (the [removed: "2020] [added: "2021] Proxy Statement") under the captions "Election of Directors," "Executive Officers," "Board Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance," and is incorporated herein by reference.

The information called for by this item is incorporated herein by reference to our definitive [removed: 2020] [added: 2021] Proxy Statement under the captions "Board Compensation," "Compensation Discussion and Analysis" and "Executive Compensation Tables", which will be filed with the SEC.

| Equity compensation plans approved by security holders | | | 23,700 | | | | | | $ | 80.42 | | | | | [removed: 2,640,796] [added: 3,495,890] | | |

| Total | | | 23,700 | | | | | | $ | 80.42 | | | | | [removed: 2,640,796] [added: 3,495,890] | | |

Certain information required by this item will be contained in the [removed: 2020] [added: 2021] Proxy Statement under the caption "Certain Beneficial Ownership and Management," and is incorporated herein by reference.

The information called for by this item is incorporated herein by reference to our definitive [removed: 2020] [added: 2021] Proxy Statement under the caption "Certain Relationships and Related Transactions," and "Board Governance," which will be filed with the SEC.

The information called for by this item is incorporated herein by reference to our definitive [removed: 2020] [added: 2021] Proxy Statement under the caption "Ratification of Appointment of Independent Auditors," which will be filed with the SEC.

- Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018][added: 2019]

- Consolidated Statements of [added: Comprehensive] Income [added: (Loss)] for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017][added: 2018]

- Consolidated Statements of [removed: Comprehensive Income] [added: Operations] for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017][added: 2018]

- Consolidated Statements of Stockholders' Equity [added: (Deficit)] for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017][added: 2018]

- Consolidated Statements of Cash Flows for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017][added: 2018]

| Description | | | Balance at Beginning of Year | | | | | | Provision [removed: (Benefit) for Doubtful Accounts] [added: (Benefit) for Credit Losses] | | | | | | Write-offs, Net of Recoveries | | | | | | Balance at End of Year | | |

| | | | | | | | | | Incorporated by Reference | | | | | | | | | [removed: | | |]

| Exhibit No. | | | | | | Description | | | Form | | | | | | Filing Date | | | [removed: | | |]

| 3.1 | | | | | | [Third Amended and Restated Articles of Incorporation of the Registrant.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000044/ex-31.htm) | | | 10-Q | | | | | | 5/8/2015 | | | [removed: | | |]

| 3.2 | | | | | | [Ninth Amended and Restated Bylaws of the Registrant.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000024/ex32-bylaws.htm) | | | 10-K | | | | | | [removed: * | | |] [added: 2/28/2020] | | |

| [removed: 4.1] [added: 4.1.0] | | | | | | [Specimen certificate for shares of Common Stock, $0.01 par value per share of the Registrant.](http://www.sec.gov/Archives/edgar/data/1174922/000091205702037826/a2089719zex-4_1.htm) | | | S-1 | | | | | | 10/7/2002 | | | [removed: | | |]

| 4.2 | | | | | | [Description of Registrant's [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000024/ex42-20191231.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex42-descriptionofregistra.htm)] | | | 10-K | | | | | | * | | | [removed: | | |]

| 4.3 | | | | | | [Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000119312513231532/d542917dex41.htm) | | | 8-K | | | | | | 5/22/2013 | | | [removed: | | |]

| 4.4 | | | | | | [Supplemental Indenture, dated as of February 18, 2015, to Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000021/ex410-supplementalindentur.htm) | | | 10-K | | | | | | 3/2/2015 | | | [removed: | | |]

| 4.5 | | | | | | [Second Supplemental Indenture, dated as of March 20, 2018, to Indenture, dated as of May 22, 2013, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the guarantors party thereto and U.S. Bank National Association.](http://www.sec.gov/Archives/edgar/data/1174922/000117492218000042/ex41x032118x8k.htm) | | | 8-K | | | | | | 3/21/2018 | | | [removed: | | |]

| 4.6 | | | | | | [Indenture, dated as of February 18, 2015, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492215000017/ex41-indenture.htm) | | | 8-K | | | | | | 2/18/2015 | | | [removed: | | |]

| 4.7 | | | | | | [Indenture, dated as of May 11, 2017, by and among Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp., the Guarantors named therein and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000107/ex41x8k51117.htm) | | | 8-K | | | | | | 5/11/2017 | | | [removed: | | |]

| 4.8 | | | | | | [Indenture, dated as of September 20, 2017, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due 2024.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000177/ex10x3-20170930.htm) | | | 10-Q | | | | | | 11/8/2017 | | | [removed: | | |]

| 4.9 | | | | | | [Indenture, dated as of September 20, 2017, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, relating to senior notes due 2027.](http://www.sec.gov/Archives/edgar/data/1174922/000117492217000177/ex10x4-20170930.htm) | | | 10-Q | | | | | | 11/8/2017 | | | [removed: | | |]

| 4.10 | | | | | | [Indenture, dated as of December 17, 2019, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, related to senior notes due 2029.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000024/ex410-20191231.htm) | | | 10-K | | | | | | [removed: * | | |] [added: 2/28/2020] | | |

| 4.11 | | | | | | [Indenture, dated as of September 20, 2019, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000115/ex41-seniornotesindent.htm) | | | 10-Q | | | | | | 11/6/2019 | | | [removed: | | |]

| 10.1.0 | | | | | | [Credit Agreement, dated as of September 20, 2019, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000115/ex101-wynn2019xcredita.htm) | | | 10-Q | | | | | | 11/6/2019 | | | [removed: | | |]

| 10.1.1 | | | | | | [Incremental Joinder Agreement No. 1, dated as of March 8, 2019, by and among Wynn Resorts, Limited, as borrower, Wynn Group Asia, Inc. and Wynn Resorts Holdings, LLC, as Guarantors, and Deutsche Bank AG New York Branch, as administrative agent.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000065/wynn-incrementaljoinderagr.htm) | | | 10-Q | | | | | | 5/9/2019 | | | [removed: | | |]

| 10.2.1 | | | | | | [Common Terms Agreement Sixth Amendment Agreement, dated December 21, 2018, between, among others, Wynn Resorts (Macau) S.A. as the company and Bank of China Limited, Macau Branch as security [removed: agent.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1021-commontermsagreement.htm)[](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1021-commontermsagreement.htm)] [added: agent.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1021-commontermsagreement.htm)] | | | 10-Q | | | | | | 2/28/19 | | | [removed: | | |]

| 10.2.2 | | | | | | [Term Facility Agreement Fifth Amendment Agreement, dated December 21, 2018, by and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as Hotel Facility Agent and Hotel Facility [removed: Lender.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1022-termfacilityagreemen.htm)[](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1022-termfacilityagreemen.htm)] [added: Lender.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1022-termfacilityagreemen.htm)] | | | 10-Q | | | | | | 2/28/19 | | | [removed: | | |]

| 10.2.3 | | | | | | [Revolving Credit Facility Agreement Second Amendment Agreement, dated as of December 21, 2018, by and among Wynn Resorts (Macau) S.A. and Bank of China Limited, Macau Branch as Revolving Credit Facility Agent and Revolving Credit Facility [removed: Lender.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1023-revolvingcreditfacil.htm)[](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1023-revolvingcreditfacil.htm)] [added: Lender.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1023-revolvingcreditfacil.htm)] | | | 10-Q | | | | | | 2/28/19 | | | [removed: | | |]

| +10.7.1.0 | | | | | | [Amended and Restated Employment Agreement, dated as of December 16, 2019, by and between Wynn Resorts, Limited and Matt Maddox.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000024/ex10710-20191231.htm) | | | 10-K | | | | | | [removed: *] [added: 2/28/2020] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000024/ex211-20191231.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex211-subsidiariesofwrl.htm)] | | | 10-K | | | | | | * | | |

| 23.1 | | | | | | [Consent of Ernst & Young LLP, Independent Registered Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000024/ex231-20191231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex231-eyconsent.htm)] | | | 10-K | | | | | | * | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – [removed: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000024/ex311-20191231.htm)] [added: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex311-ceoscertification.htm)] | | | 10-K | | | | | | * | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer of Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – [removed: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000024/ex312-20191231.htm)] [added: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex312-cfoscertification.htm)] | | | 10-K | | | | | | * | | |

| 32 | | | | | | [Certification of CEO and CFO pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000024/ex32-20191231.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex32-ceoandcfocertification.htm)] | | | 10-K | | | | | | * | | |

| 101 | | | | | | The following material from Wynn Resorts, Limited's Annual Report on Form 10-K, formatted in Inline XBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and December 31, [removed: 2018;] [added: 2019;] (ii) the Consolidated Statements of [removed: Income] [added: Operations] for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017;] [added: 2018;] (iii) the Consolidated Statements of Comprehensive Income [added: (Loss)] for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017;] [added: 2018;] (iv) the Consolidated Statements of Stockholders' Equity [added: (Deficit)] for the years ended December 31, [added: 2020,] 2019, [removed: 2018,] and [removed: 2017;] [added: 2018;] (v) the Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017;] [added: 2019;] and (vi) Notes to Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | 10-K | | | | | | * | | |

| Allowance for credit losses: | | | | | | | | | | | | | | | | | | | | | | | |

| 2020 | | | $ | 39,317 | | | | | 64,375 | | | | | | (3,363) | | | | | | $ | 100,329 | |

| 2020 | | | $ | 2,759,431 | | | | | 264,366 | | | | | | (37,113) | | | | | | $ | 2,986,684 | |

| 4.1.1 | | | | | | [Indenture, dated as of April 14, 2020, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1174922/000117492220000085/ex41-wynnresortsfinanc.htm) | | | 10-Q | | | | | | 5/8/2020 | | |

| 4.1.2 | | | | | | [Indenture, dated as of June 17, 2020, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, related to senior notes due 2026.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000143/ex41-macauindenture.htm) | | | 10-Q | | | | | | 8/6/2020 | | |

| 4.1.3 | | | | | | [Indenture, dated as of August 26, 2020, by and between Wynn Macau, Limited and Deutsche Bank Trust Company Americas, as trustee, related to senior notes due 2028.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000199/ex41-wmlindenturedated.htm) | | | 10-Q | | | | | | 11/9/2020 | | |

| 10.1.2 | | | | | | [First Amendment to Credit Agreement, dated as of April 10, 2020, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000085/ex101-wynnxamendmentno.htm) | | | 10-Q | | | | | | 5/8/2020 | | |

| 10.1.3 | | | | | | [First Amendment to Term Loan Agreement, dated as of May 5, 2020, by and among Wynn/CA Plaza Property Owner, LLC and Wynn/CA Property Owner, LLC, as borrowers, United Overseas Bank Limited, New York Agency, as administrative agent, and the lenders party thereto.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000143/ex101-retailamendment.htm) | | | 10-Q | | | | | | 8/6/2020 | | |

| 10.1.4 | | | | | | [Amendment No. 2 to Credit Agreement, dated as of November 27, 2020, by and among Wynn Resorts Finance, LLC, as borrower, the subsidiaries of borrower party hereto, as guarantors, Deutsche Bank AG New York Branch, as administrative agent](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex1014-amendmentno2tocredi.htm)[.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex1014-amendmentno2tocredi.htm) | | | 10-K | | | | | | * | | |

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| +10.7.1.1 | | | | | | [Second Amended and Restated Employment Agreement dated as of January 1, 2021, by and between Wynn Resorts, Limited and Matt Maddox.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex10711-maddoxemploymentam.htm)[](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex10711-maddoxemploymentam.htm) | | | 10-K | | | | | | * | | |

| +10.7.2.3 | | | | | | [Third Amended and Restated Employment Agreement dated as of January 1, 2021, by and between Wynn Resorts, Limited and Craig S. Billings.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex10723-billingsemployment.htm) | | | 10-K | | | | | | * | | |

| +10.7.3.2 | | | | | | [Second Amended and Restated Employment Agreement dated as of January 1, 2021, by and between Wynn Resorts, Limited and Ellen F. Whittemore.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex10732-whittemoreemployme.htm) | | | 10-K | | | | | | * | | |

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* Filed herewith.

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

| 2017 | | | $ | 54,742 | | | | | (6,711) | | | | | | (17,431) | | | | | | $ | 30,600 | |

| 2017 | | | $ | 3,286,723 | | | | | 112,543 | | | | | | (8,799) | | | | | | $ | 3,390,467 | |

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* Filed herewith

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

| Dated: February [removed: 28, 2020] [added: 26, 2021] | | | | | | By: | | | /s/ Matt Maddox | | | [removed: | | |]

| | | | | | | | | | Matt Maddox | | | [removed: | | |]

| | | | | | | | | | Director, Chief Executive Officer (Principal Executive Officer) | | | [removed: | | |]

| /s/ Matt Maddox | | | | | | Director, Chief Executive Officer (Principal Executive Officer) | | | | | | February [removed: 28, 2020] [added: 26, 2021] | | |

| /s/ Craig S. Billings | | | | | | [removed: President,] [added: President and] Chief Financial Officer [removed: and Treasurer] (Principal Financial and Accounting Officer) | | | | | | February [removed: 28, 2020] [added: 26, 2021] | | |

| /s/ Philip G. Satre | | | | | | Non-Executive Chair of the Board and Director | | | | | | February [removed: 28, 2020] [added: 26, 2021] | | |

| /s/ Betsy S. Atkins | | | | | | Director | | | | | | February [removed: 28, 2020] [added: 26, 2021] | | |

| /s/ Richard J. Byrne | | | | | | Director | | | | | | February [removed: 28, 2020] [added: 26, 2021] | | |

| /s/ Jay L. Johnson | | | | | | Director | | | | | | February [removed: 28, 2020] [added: 26, 2021] | | |

| /s/ Patricia Mulroy | | | | | | Director | | | | | | February [removed: 28, 2020] [added: 26, 2021] | | |

| /s/ Margaret J. Myers | | | | | | Director | | | | | | February [removed: 28, 2020] [added: 26, 2021] | | |

| /s/ Clark T. Randt, Jr. | | | | | | Director | | | | | | February [removed: 28, 2020] [added: 26, 2021] | | |

| /s/ Winifred Webb | | | | | | Director | | | | | | February [removed: 28, 2020] [added: 26, 2021] | | |

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| /s/ Darnell Strom | | | | | | Director | | | | | | February 26, 2021 | | |

| Darnell Strom | | | | | | | | | | | | | | |

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