Wynn Resorts (WYNN) 10-K risk factor changes: FY2021 vs FY2020

The [removed: initial outbreak of] COVID-19 [removed: and subsequent COVID-19] pandemic [removed: have] [added: has] 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.

The COVID-19 pandemic and the spread, and risk of resurgence, of COVID-19 [removed: will] [added: and related variants may] 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.

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

Visitation to our properties and gross gaming revenues [removed: have] significantly decreased [removed: since] [added: following] 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 [removed: quarantine and medical observation measures, stringent health declarations,] COVID-19 testing and other procedures remain in [removed: place.][added: place in Macau.]

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

We cannot predict when, or even if, operating results at our properties [added: in Macau] will return to pre-outbreak levels.

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 [removed: operations.][added: operations or planned development projects.]

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 containment measures, the impact on our results of operations, cash flows and financial condition in [removed: 2021] [added: 2022] and potentially thereafter [removed: will] [added: may] be material, but cannot be reasonably estimated at this time.

[added: Global recovery from] the [added: economic fallout of the] COVID-19 pandemic could take many years, which could continue to [removed: have] adversely impact our financial condition and operations.

The cost of compliance or failure to comply with such regulations and authorities could have a negative effect on our [removed: business.][added: business, and if we fail to obtain regulatory approvals to operate in new jurisdictions, our growth prospects may be limited.]

The operations of our resorts [added: and digital sports betting and casino offerings] are contingent upon our obtaining and maintaining all necessary licenses, permits, approvals, registrations, findings of suitability, orders and authorizations in the jurisdictions in which our resorts are located.

Each of these regulatory authorities has extensive power to license and oversee the operations of our casino resorts and [added: digital offerings and] has taken action and could take action against the Company and its related licensees, including actions that could affect the ability or terms upon which our subsidiaries hold their gaming licenses and concessions, and the suitability of the Company to continue as a stockholder of those affiliates.

Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, high unemployment, perceived or actual changes in disposable consumer income and wealth, [added: inflationary pressure,] economic recession, changes in consumer confidence in the economy, fears of war and acts of terrorism could reduce customer demand for the luxury amenities and leisure activities we offer and may negatively impact our operating results.

Demand for our products and services may be negatively impacted by strained international relations, economic disruptions, visa and travel restrictions or difficulties, anti-corruption campaigns, restrictions on international money transfers and other policies or campaigns implemented by regional [removed: governments][added: governments.]

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

[added: 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.

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 [added: potential effects of climate change such as severe storms, hurricanes, typhoons, rising sea levels, severe drought, or the] outbreak of infectious [removed: diseases;] [added: diseases such as COVID-19;] 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.

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

Our subsidiaries' payments to us will be contingent upon their earnings and upon other business [removed: considerations.][added: considerations, and may be impacted by potential changes in laws and regulations.]

Our casino, hotel, convention and other facilities [added: and offerings] face intense competition, which may increase in the future.

[removed: If] [added: Although] the Macau government [added: has indicated that it intends to grant only six concessions when the current concessions and subconcessions terminate, if the Macau government] were to allow additional competitors to operate in Macau through the grant of additional concessions or subconcessions, we would face additional competition, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, our new projects may be more sensitive to certain risks, including risks associated with downturns in the economy, [added: and risks associated with disruptions of the supply chains through which we obtain construction materials and furniture, fixtures, and equipment,] than the resorts we currently operate.

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 [added: activities with respect to such laws and regulations.]

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

We are subject to taxation by various governments and [removed: agencies, both] [added: agencies] in the [removed: U.S. and] [added: jurisdictions] in [removed: Macau.][added: which we operate.]

The systems and processes we have implemented to protect customers, employees and company [removed: information are subject to the ever-changing risk of compromised security.]

For example, the European Union (EU)'s General Data Protection Regulation [removed: ("GDPR"), which became effective in May 2018 and replaced the old data protection laws of each EU member state,] [added: ("GDPR")] requires companies to meet [removed: new and more] stringent requirements regarding the handling of personal data.

[removed: If our information technology] systems become damaged or otherwise cease to function properly, we may have to make significant investments to repair or replace them.

As a result, we could lose some or all of the capital we have invested in a property, as [added: well as the anticipated future revenue from the property, and we could remain obligated for debt or other financial obligations related to the property.]

Furthermore, our debt instruments and other material agreements require us to [removed: maintain a certain minimum level of insurance.]

The [removed: redemption of or] failure to extend or renew our concession or obtain a new concession would have a material adverse effect on our results of operations.

[added: The existing smoking legislation, and any smoking legislation intended to] fully ban all smoking in casinos, may deter potential gaming customers who are smokers from frequenting casinos in Macau and disrupt the number of customers visiting or the amount of time visiting customers spend at our property, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

[added: Such disciplinary] action could include suspension, conditioning, limitation or revocation of the registration, licenses or approvals held by us and our licensed Nevada subsidiaries, including Wynn Las Vegas, LLC, and the imposition of substantial fines.

There is intense competition among casino operators in Macau for [removed: services provided by gaming promoters.][added: premium customers.]

[removed: If we are unable to maintain, or develop additional, successful relationships with reputable gaming promoters, or lose a significant number of our gaming promoters to our competitors, our] [added: Our] ability to maintain or grow our gaming revenues [removed: will] [added: may] be adversely affected [added: by the termination of our agreements with gaming promoters] and we will have to seek alternative ways of developing relationships with premium customers.

[added: If any of our former] gaming [added: promoters violated Macau gaming] laws while on our premises, the Macau government may, in its discretion, take enforcement action against us, the gaming promoter, or each concurrently, and we may be sanctioned and our reputation could be harmed.

As of December 31, [removed: 2020,] [added: 2021,] Wynn Resorts owns approximately 72% of Wynn Macau, Limited's ordinary shares of common stock.

[removed: As a result of Wynn Macau, Limited having stockholders who are not affiliated with us, we and certain of] our officers and directors who also serve as officers and/or directors of Wynn Macau, Limited may have conflicting fiduciary obligations to our stockholders and to the minority stockholders of Wynn Macau, Limited.

As of December 31, [removed: 2020,] [added: 2021,] we had a total of 323 table games at Wynn Palace and 331 at Wynn [removed: Macau.][added: Macau approved by the Macau's DICJ.]

Since reopening, we have implemented certain COVID-19 specific protective measures at each location.

Laws and regulations in the jurisdictions in which we operate can be changed or interpreted differently in the future.

Our operations are exposed to the risk of changes in laws and policies of the jurisdictions in which we operate.

In addition, those laws and regulations could be interpreted differently in the future.

We cannot predict the future likelihood or

outcome of legislation or referendums in jurisdictions where we operate or the impact of those changes on our business, financial condition, results of operations and cash flows.

For example, on January 18, 2022, the Macau authorities published proposed amendments to the Macau gaming law.

These amendments contemplate, for example, the awarding of up to six gaming concessions with a term up to ten years with a maximum three-year extension possible, an increase in the minimum capital requirement applicable to concession holders to 5 billion Macau patacas (approximately $623 million), and a prohibition on revenue sharing arrangements between gaming promoters and concession holders.

Until the adoption of final revisions to the Macau gaming law by the Macau authorities, we cannot predict the amendments that will ultimately be adopted and whether such amendments will have a material impact on our business, financial condition, results of operations, and cash flows.

Furthermore, our ability to grow our digital sports betting and casino business will depend on our ability to obtain and maintain regulatory approvals to offer our product offerings in a large number of jurisdictions or in heavily populated jurisdictions.

If we fail to obtain and maintain regulatory approvals in large jurisdictions or in a greater number of mid-market jurisdictions, this may prevent us from expanding the footprint of our product offerings, increasing our customer base and/or generating revenues.

We cannot be certain that we will be able to obtain and maintain the regulatory approvals necessary to conduct our online sports betting and online casino operations.

Any failure to obtain and maintain such regulatory approvals could have a material adverse effect on Wynn Interactive’s business, financial condition, results of operations and prospects.

In addition, even if such regulatory approvals are obtained and/or maintained, certain states’ sports betting laws limit online sports betting to a finite number of retail operators, such as casinos, tribes or tracks.

A “skin” is a legal authorization from a state that provides a market access opportunity for mobile operators to offer online sports betting services pursuant to a relationship with a casino, tribe or track.

The entities that control those “skins,” and the numbers of “skins” available, are typically determined by a state’s sports betting law.

In most of the jurisdictions in which we offer or may offer sports betting

and our online casino, we currently and in the future may rely on a retail/physical casino, tribe or track to get a “skin.” These “skins” are what allows us to gain access to jurisdictions where online operators are required to have a retail relationship.

We will be dependent on strategic relationships with certain retail operators in order to be able to offer our products in such states.

If we cannot establish, renew or manage our relationships, our relationships could terminate and we would not be allowed to operate in those jurisdictions unless and until we enter into new relationships.

As a result, Wynn Interactive’s business, financial condition and results of operations could be adversely affected.

In addition, policies adopted from time to time by governments, including

For example, WML's board of directors concluded not to recommend the payment of a dividend with respect to the years ended December 31, 2021, 2020 and 2019 due to the financial impact of the COVID-19 pandemic.

Currently, there is no certainty as to whether the WML board of directors will recommend a payment of dividend for 2022.

There are currently several large-scale integrated resort projects either recently completed or under development in the vicinity of our Las Vegas Operations, which may present increased competition in the future.

*Wynn Interactive.* A number of established, well-financed companies producing online gaming and/or interactive entertainment products and services compete with our digital sports betting and casino offerings, and other well-capitalized companies may introduce competitive services.

Such competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours, which could negatively impact our business.

Our competitors may also develop products, features, or services that are similar to ours or that achieve greater market acceptance.

Such competitors may also undertake more far-reaching and successful product development efforts or marketing campaigns or may adopt more aggressive pricing policies.

Furthermore, new competitors, whether licensed or not, may enter

the online sports betting and online casino industries.

There has also been considerable consolidation among competitors in the entertainment and gaming industries and such consolidation and future consolidation could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products, gain a larger market share, acquire our key partners or third party providers, decrease cost per user acquisition, expand offerings and broaden their geographic scope of operations.

If we are not able to maintain or improve our market share, or if our offerings are not accepted by the markets in which we operate, our digital sports betting and casino business could suffer.

If we or our affiliates, or either of our respective directors, employees

information are subject to the ever-changing risk of compromised security.

Laws in the United States in this area are also developing quickly.

Laws in all 50 states require businesses to provide notice to customers whose personally identifiable information has been disclosed as a result of a data breach.

Some states, such as California, Virginia and Colorado, have adopted privacy laws.

Such adoption may indicate a trend for further legislation across all states.

If our information technology

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.

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.

Global recovery from the economic fallout of

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.

The occurrence or the possibility of attacks could cause all or

The Macau government has had the ability to grant additional gaming concessions since April 2009.

activities with respect to such laws and regulations.

well as the anticipated future revenue from the property, and we could remain obligated for debt or other financial obligations related to the property.

Revenues from our Macau gaming operations will end if we cannot secure an extension or renewal of our concession, or a new concession, by June 26, 2022, or if the Macau government exercises its redemption right.

The Macau government has publicly commented that it is studying the process by which concessions and subconcessions may be renewed, extended or issued.

Effective since June 2017, the Macau government may redeem our concession agreement by providing us at least one year's prior notice.

In the event the Macau government exercises this redemption right, we are entitled to fair compensation or indemnity based on the amount of revenue generated during the tax year prior to the redemption multiplied by the remaining years under our concession.

We are considering various options to place us in a good position for the renewal, extension or concession application process; however, we may not be able to extend our concession agreement or renew our concession or obtain a new concession on terms favorable to us or at all.

If our concession is redeemed, the compensation paid to us may not be adequate to compensate us for the loss of future revenues.

The existing smoking legislation, and any smoking legislation intended to

Such disciplinary

We depend upon gaming promoters for a significant portion of our gaming revenue.

If we are unable to maintain, or develop additional, successful relationships with reputable gaming promoters, our ability to maintain or grow our gaming revenues could be adversely affected.

A significant portion of our gaming revenue in Macau is generated by clientele of our gaming promoters.

We anticipate that this competition will further intensify as additional casinos open in Macau.

In addition, if our gaming promoters are unable to develop or maintain relationships with premium customers, our ability to maintain or grow our gaming revenues will be hampered.

The financial resources of our gaming promoters may be insufficient to allow them to continue doing business in Macau which could adversely affect our business and financial condition.

Our gaming promoters may experience difficulty in attracting customers.

Economic and regulatory factors in the region may cause our gaming promoters to experience difficulties in their Macau operations, including intensified competition in attracting customers to come to Macau.

Further, gaming promoters may face a decrease in liquidity, limiting their ability to grant credit to their customers, and difficulties in collecting credit they extended previously.

The inability to attract sufficient customers, grant credit and collect amounts due in a timely manner may negatively affect our gaming promoters' operations, causing gaming promoters to wind up or liquidate their operations or resulting in some of our gaming promoters leaving Macau.

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

Increased competition for the services of gaming promoters may require us to pay increased commission rates to gaming promoters.

Certain gaming promoters have significant leverage and bargaining strength in negotiating operational agreements with casino operators.

This leverage could result in gaming promoters negotiating changes to our operational agreements, including higher commissions, or the loss of business to a competitor or the loss of certain relationships with gaming promoters.

If we need to increase our commission rates or otherwise change our practices with respect to gaming promoters due to competitive forces, our results of operations could be adversely affected.

Failure by the gaming promoters with whom we work to comply with Macau gaming laws and high standards of probity and integrity might affect our reputation and ability to comply with the requirements of our concession, Macau gaming laws and other gaming licenses.

The reputations and probity of the gaming promoters with whom we work are important to our own reputation and to our ability to operate in compliance with our concession, Macau gaming laws and other gaming licenses.

We conduct periodic reviews of the probity and compliance programs of our gaming promoters.

However, we are not able to control our gaming promoters' compliance with these high standards of probity and integrity, and our gaming promoters may violate provisions in their contracts with us designed to ensure such compliance.

In addition, if we enter into a new business relationship with a gaming promoter whose probity is in doubt, this may be considered by regulators or investors to reflect negatively on our own probity.

If our gaming promoters are unable to maintain required standards of probity and integrity, we may face consequences from gaming regulators with authority over our operations.

Furthermore, if any of our gaming promoters violate the Macau

Discussion of [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] 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: 2019.][added: 2020.]

Through our approximately 72% ownership of [removed: WML,] [added: Wynn Macau, Limited ("WML"),] we operate two integrated resorts in the Macau Special Administrative Region of the People's Republic of China ("Macau"), Wynn Palace and Wynn Macau (collectively, our "Macau Operations").

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

Visitation to Macau has fallen significantly since the outbreak of COVID-19, driven by the strong deterrent effect of the COVID-19 [removed: Pandemic] [added: pandemic] on travel and social activities, [removed: the suspension or reduced availability of the IVS, group tour scheme and other travel visas for visitors,] quarantine measures [added: put] in [added: place 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.

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

Quarantine-free travel, subject to COVID-19 safeguards such as testing and the usual visa requirements, [removed: was] [added: has been] reintroduced between Macau and [removed: an increasing number of] [added: most] areas and cities within the [removed: PRC] [added: PRC, and] in [removed: progressive phases from June to August] [added: September] 2020, [removed: commencing with an area in Guangdong Province,] [added: PRC authorities fully resumed the IVS exit visa program,] which [removed: is adjacent] [added: permits individual PRC citizens from nearly 50 PRC cities] to [removed: Macau, and][added: travel to Macau for tourism purposes.]

[removed: Measures] [added: Given the evolving conditions created by and in response to the COVID-19 pandemic, measures] that have been lifted [removed: 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 [removed: Macau.][added: Macau, and the Company is currently unable to determine when protective measures and the suspension of certain offerings in effect at our Macau Operations will be lifted.]

[removed: Wynn] [added: In response to the COVID-19 outbreak, the Company’s] Las Vegas [removed: closed on March 17, 2020,] [added: Operations] and [removed: reopened on June 4, 2020 with] [added: Encore Boston Harbor each implemented] certain COVID-19 specific protective [removed: measures in place,] [added: measures,] 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.

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

[removed: Encore] [added: | Encore] Boston [removed: Harbor commenced operations on June 23, 2019.][added: Harbor (3): | | | | | | | | | | | | | | | | | | | | | | | |]

In addition, [removed: 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, [added: Encore Boston Harbor temporarily suspended hotel operations and overnight casino operations] 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 [removed: certain operations, including] [added: 24-hour casino operations and reopened] its [removed: hotel.][added: hotel tower on a Thursday through Sunday weekly schedule.]

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, [added: management cannot reasonably estimate] the impact [removed: on] [added: to] the [removed: Company’s consolidated] [added: Company's future] results of operations, cash [removed: flows and financial 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] [added: flows,] or [removed: cease to be necessary and the resulting impact on the Company’s business.][added: financial condition.]

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

The [added: following] table summarizes our financial results for the periods presented (in thousands, except per share data):

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

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Net [removed: income (loss)] [added: loss] attributable to Wynn Resorts, Limited | | | [removed: (2,067,245)] [added: (755,786)] | | | | | | [removed: 122,985] [added: (2,067,245)] | | | | | | [removed: (2,190,230)] [added: (1,311,459)] | | | | | | [removed: NM] [added: (63.4)] | | |

| Diluted net [removed: income (loss)] [added: loss] per share | | | [removed: (19.37)] [added: (6.64)] | | | | | | [removed: 1.15] [added: (19.37)] | | | | | | [removed: (20.52)] [added: (12.73)] | | | | | | [removed: NM] [added: (65.7)] | | |

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

The [removed: decrease] [added: increase] in operating revenues for the year ended December 31, [removed: 2020] [added: 2021] was primarily driven by [removed: decreases] [added: increases] of [removed: $2.04 billion, $1.60 billion, $885.5] [added: $377.6] million, [added: $151.4 million, $755.7 million,] and [removed: $2.3] [added: $329.9] million from Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, [removed: respectively.][added: respectively, as a result of increased mass market gaming volumes at Wynn Palace and Wynn Macau, and increased gaming volumes at our Las Vegas Operations and Encore Boston Harbor, respectively, as well as increases in hotel occupancy, nightlife offerings, and covers at restaurants at our Las Vegas Operations.]

Financial results for the year ended December 31, [removed: 2020] [added: 2021] compared to the year ended December 31, [removed: 2019.][added: 2020.]

[removed: (1) Encore] [added: | Encore] Boston [removed: Harbor opened on June 23, 2019.][added: Harbor (2) (3): | | | | | | | | | | | | | | | | | | | | | | | |]

Casino revenues for the year ended December 31, [removed: 2020] [added: 2021] were [removed: 59.0%] [added: 56.7%] of operating revenues, compared to [removed: 69.2%] [added: 59.0%] for the same period of [removed: 2019.][added: 2020.]

Non-casino revenues for the year ended December 31, [removed: 2020] [added: 2021] were [removed: 41.0%] [added: 43.3%] of operating revenues, compared to [removed: 30.8%] [added: 41.0%] for the same period of [removed: 2019.][added: 2020.]

[removed: Casino] [added: Room] revenues [removed: decreased] [added: increased $284.6 million,] primarily due to [removed: the adverse effects of the COVID-19 pandemic, including the closure] [added: higher occupancy at each] of our [removed: casino operations in Macau for a 15-day period in February] [added: properties] and [removed: their subsequent reopening on a reduced basis,] [added: higher ADR at our Las Vegas Operations] and [added: Encore Boston Harbor, and] the closures of our Las Vegas Operations from March 17, 2020 until June 4, [removed: 2020,] [added: 2020] and Encore Boston Harbor from March 15, 2020 until July 10, [removed: 2020.][added: 2020, resulting from the adverse effects of the COVID-19 pandemic.]

| Macau [removed: Operations:] [added: Operations (1):] | | | | | | | | | | | | | | | | | | | | | | | |

| Average number of table games | | | [removed: 99] [added: 93] | | | | | | [removed: 109] [added: 99] | | | | | | [removed: (10)] [added: (6)] | | | | | | [removed: (9.2)] [added: (6.1)] | | |

| VIP table games win | | | $ | [removed: 168,435] [added: 253,767] | | | | | $ | [removed: 1,519,225] [added: 168,435] | | | | | $ | [removed: (1,350,790)] [added: 85,332] | | | | | [removed: (88.9)] [added: 50.7] | | |

| VIP win as a % of turnover | | | [removed: 1.75] [added: 3.94] | | % | | | | [removed: 3.31] [added: 1.75] | | % | | | | [removed: (1.56)] [added: 2.19] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 4,850] [added: 7,443] | | | | | $ | [removed: 38,224] [added: 4,850] | | | | | $ | [removed: (33,374)] [added: 2,593] | | | | | [removed: (87.3)] [added: 53.5] | | |

| Average number of table games | | | [removed: 212] [added: 229] | | | | | | [removed: 216] [added: 212] | | | | | | [removed: (4)] [added: 17] | | | | | | [removed: (1.9)] [added: 8.0] | | |

| Table games win % | | | [removed: 24.1] [added: 22.4] | | % | | | | [removed: 24.4] [added: 24.1] | | % | | | | [removed: (0.3)] [added: (1.7)] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 4,009] [added: 6,463] | | | | | $ | [removed: 15,902] [added: 4,009] | | | | | $ | [removed: (11,893)] [added: 2,454] | | | | | [removed: (74.8)] [added: 61.2] | | |

| Average number of slot machines | | | [removed: 591] [added: 710] | | | | | | [removed: 1,054] [added: 591] | | | | | | [removed: (463)] [added: 119] | | | | | | [removed: (43.9)] [added: 20.1] | | |

| Slot machine win per unit per day | | | $ | [removed: 188] [added: 224] | | | | | $ | [removed: 508] [added: 188] | | | | | $ | [removed: (320)] [added: 36] | | | | | [removed: (63.0)] [added: 19.1] | | |

| Average number of table games | | | [removed: 89] [added: 81] | | | | | | [removed: 106] [added: 89] | | | | | | [removed: (17)] [added: (8)] | | | | | | [removed: (16.0)] [added: (9.0)] | | |

| VIP table games win | | | $ | [removed: 185,059] [added: 155,064] | | | | | $ | [removed: 1,081,934] [added: 185,059] | | | | | $ | [removed: (896,875)] [added: (29,995)] | | | | | [removed: (82.9)] [added: (16.2)] | | |

| VIP win as a % of turnover | | | [removed: 3.17] [added: 2.83] | | % | | | | [removed: 3.05] [added: 3.17] | | % | | | | [removed: 0.12] [added: (0.34)] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 5,925] [added: 5,250] | | | | | $ | [removed: 27,864] [added: 5,925] | | | | | $ | [removed: (21,939)] [added: (675)] | | | | | [removed: (78.7)] [added: (11.4)] | | |

Additionally, we are a 50.1% owner and managing member of a joint venture that owns and leases certain retail space at Wynn Las Vegas (the "Retail Joint Venture").

We refer to Wynn Las Vegas, Encore, an expansion at Wynn Las Vegas, and the Retail Joint Venture as our Las Vegas Operations.

In addition, we hold an approximately 74% interest in Wynn Interactive Ltd. ("Wynn Interactive"), which operates our digital sports betting and casino gaming business.

While total visitation from PRC to Macau increased meaningfully in 2021 compared to 2020, total visitation from PRC to Macau remained 74.8% below 2019 levels.

Over the course of the twelve months ended December 31, 2021, the Company's Las Vegas Operations and Encore Boston Harbor have each incrementally resumed full operations, including reopening gaming areas to 100% of capacity and restoring seven-day-per-week hotel operations, as permitted by governmental authorities and in response to increased customer demand.

Given the evolving conditions created by and in response to the COVID-19 pandemic, measures that have been lifted may be reintroduced if there are adverse developments in the COVID-19 situation, and management cannot reasonably estimate the impact of such developments to the Company's future results of operations, cash flows, or financial condition.

*Macau Gaming Concession*

The term of the Company's concession agreement with the Macau government ends on June 26, 2022.

If the term of this concession agreement is not extended or renewed or is not replaced by a new gaming concession, all of the Company's gaming operations and related equipment in Macau will be automatically transferred to the Macau government without compensation on that date and the Company will cease to generate gaming revenues from its Macau Operations.

In addition, under the indentures governing the Company's $4.7 billion aggregate principal amount of WML Senior Notes and the facility agreement governing the WM Cayman II Revolver, upon the occurrence of any event after which the Company does not own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner as of the issue date of the respective senior notes or the date of the facility agreement, for a period of 10 consecutive days or more in the case of the WML Senior Notes or a period of 30 consecutive days or more in the case of the WM Cayman II Revolver, and such event has a material adverse effect on the financial condition, business, properties or results of operations of WML and its subsidiaries, taken as a whole, holders of the WML Senior Notes can require the Company to repurchase all or any part of the WML Senior Notes at par, plus any accrued and unpaid interest (the "Special Put Option"), and any amounts owed under the WM Cayman II Revolver may become immediately due and payable (the "Property Mandatory Prepayment Event").

In January 2022, the Macau government published a draft of its proposed revisions to the gaming law.

The Company is monitoring developments with respect to the Macau government's concession renewal or extension process, and at this time believes that its concession will be renewed or extended beyond June 26, 2022.

The failure to extend or renew the Company's concession or obtain a new concession and the resulting ability of the WML Senior Note holders to exercise the Special Put Option and triggering of the Property Mandatory Prepayment Event would have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

| Operating revenues | | | $ | 3,763,664 | | | | | $ | 2,095,861 | | | | | $ | 1,667,803 | | | | | 79.6 | | |

| Adjusted Property EBITDA (1) | | | 569,441 | | | | | | (324,305) | | | | | | 893,746 | | | | | | NM | | |

In addition, each of the Company's properties was subject to partial or full closure for varying lengths of time during 2020.

The decrease in net loss attributable to Wynn Resorts, Limited for the year ended December 31, 2021 was primarily related to increased operating revenues at our integrated resort properties, partially offset by increased operating expenses primarily due to increased gaming tax expense driven by the increase in casino revenues at each property, increased marketing and promotional expenses at Wynn Interactive, and higher operating costs associated with higher business volumes at our resort properties in general.

The increase in Adjusted Property EBITDA for the year ended December 31, 2021 was primarily driven by increased operating revenues at our integrated resort properties, partially offset by an increase in operating expenses.

Adjusted Property EBITDA increased $241.3 million, $91.4 million, $587.2 million, and $233.8 million at Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively, and decreased $260.0 million at Wynn Interactive.

| Wynn Palace | | | $ | 883,007 | | | | | $ | 505,420 | | | | | $ | 377,587 | | | | | 74.7 | | |

| Wynn Macau | | | 626,015 | | | | | | 474,657 | | | | | | 151,358 | | | | | | 31.9 | | |

| Total Macau Operations | | | 1,509,022 | | | | | | 980,077 | | | | | | 528,945 | | | | | | 54.0 | | |

| Las Vegas Operations | | | 1,503,681 | | | | | | 747,947 | | | | | | 755,734 | | | | | | 101.0 | | |

| Encore Boston Harbor | | | 691,523 | | | | | | 361,666 | | | | | | 329,857 | | | | | | 91.2 | | |

| Wynn Interactive | | | 59,438 | | | | | | 6,171 | | | | | | 53,267 | | | | | | 863.2 | | |

| | | | $ | 3,763,664 | | | | | $ | 2,095,861 | | | | | $ | 1,667,803 | | | | | 79.6 | | |

| | | | 2021 | | | | | | 2020 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Casino revenues | | | $ | 2,133,420 | | | | | $ | 1,237,230 | | | | | $ | 896,190 | | | | | 72.4 | | |

| Rooms | | | 592,571 | | | | | | 307,973 | | | | | | 284,598 | | | | | | 92.4 | | |

| Food and beverage | | | 633,911 | | | | | | 329,584 | | | | | | 304,327 | | | | | | 92.3 | | |

| Entertainment, retail and other | | | 403,762 | | | | | | 221,074 | | | | | | 182,688 | | | | | | 82.6 | | |

| Total non-casino revenues | | | 1,630,244 | | | | | | 858,631 | | | | | | 771,613 | | | | | | 89.9 | | |

| | | | $ | 3,763,664 | | | | | $ | 2,095,861 | | | | | $ | 1,667,803 | | | | | 79.6 | | |

Casino revenues increased primarily due to increased table drop, table games win and slot machine win at our Las Vegas Operations and Encore Boston Harbor, and increased mass market table drop and table games win at our Macau Operations.

Our Las Vegas Operations were closed to the public from March 17, 2020 until June 4, 2020.

Encore Boston Harbor was closed to the public from March 15, 2020 until July 10, 2020.

Our casino operations in Macau were closed for a 15-day period in February 2020.

| | | | 2021 | | | | | | 2020 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Total casino revenues | | | $ | 677,917 | | | | | $ | 368,284 | | | | | $ | 309,633 | | | | | 84.1 | | |

| VIP turnover | | | $ | 6,435,947 | | | | | $ | 9,631,018 | | | | | $ | (3,195,071) | | | | | (33.2) | | |

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.

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.

In response to the COVID-19 pandemic, the Macau government announced 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.

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.

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.

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.

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.

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

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

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.

The decrease in Adjusted Property EBITDA for the year ended December 31, 2020 was driven by decreases of $879.2 million, $736.0 million, $470.2 million, and $46.9 million from Wynn Palace, Wynn Macau, our Las Vegas Operations, and Encore Boston Harbor, respectively, and 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) | | |

| Encore Boston Harbor (1) | | | 361,666 | | | | | | 363,919 | | | | | | (2,253) | | | | | | (0.6) | | |

| Corporate and other | | | 6,171 | | | | | | — | | | | | | 6,171 | | | | | | NM | | |

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

| Casino revenues | | | $ | 1,237,230 | | | | | $ | 4,573,924 | | | | | $ | (3,336,694) | | | | | (73.0) | | |

| Rooms | | | 307,973 | | | | | | 804,162 | | | | | | (496,189) | | | | | | (61.7) | | |

| Food and beverage | | | 329,584 | | | | | | 818,822 | | | | | | (489,238) | | | | | | (59.7) | | |

The following table provides estimated future cash flow information derived from our best estimates of repayments as of December 31, [removed: 2020,] [added: 2021,] 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 [added: 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: 2020] [added: 2021] of [removed: 0.14%] [added: 0.10%] and [removed: 0.18%,] [added: 0.15%,] respectively, were used for all variable rate calculations in the table below.

| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | Thereafter | | | | | | Total | | |

| Fixed rate | | | | | | $ | — | | | | | $ | [removed: —] [added: 500.0] | | | | | $ | [removed: 500.0] [added: 600.0] | | | | | $ | [removed: 600.0] [added: 2,380.0] | | | | | $ | [removed: 2,380.0] [added: 1,000.0] | | | | | $ | [removed: 5,730.0] [added: 4,730.0] | | | | | $ | 9,210.0 | |

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

| Average interest rate | | | | | | [removed: 2.4] [added: 1.9] | | % | | | | [removed: 2.6] [added: 1.9] | | % | | | | [removed: 1.9] [added: 2.2] | | % | | | | [removed: 1.9] [added: 2.9] | | % | | | | [removed: 2.7] [added: —] | | % | | | | — | | % | | | | [removed: 2.3] [added: 2.6] | | % |

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: 70.0%] [added: 77.0%] of our long-term debt was based on fixed rates.

Based on our borrowings as of December 31, [removed: 2020,] [added: 2021,] an assumed 100 basis point change in the variable rates would cause our annual interest expense to change by [removed: $34.2] [added: $22.4] million.

Based on our balances as of December 31, [removed: 2020,] [added: 2021,] an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of [removed: $34.5] [added: $38.7] million.

| Variable rate | | | | | | $ | 50.0 | | | | | $ | 50.0 | | | | | $ | 787.5 | | | | | $ | 1,902.8 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,790.3 | |

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

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

[removed: Following the merger,] Wynn Resorts [removed: owns] [added: holds an] approximately [removed: 72% of,] [added: 74% interest in,] and consolidates, Wynn Interactive.

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

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

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

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

Quarantine-free travel, subject to COVID-19 safeguards such as testing and the usual visa requirements, [removed: was] [added: has been] reintroduced between Macau and [removed: an increasing number of] [added: most] areas and cities within the [removed: PRC] [added: PRC, and] in [removed: progressive phases from June to August] [added: September] 2020, [removed: commencing with an area in Guangdong Province,] [added: PRC authorities fully resumed the IVS exit visa program,] which [removed: is adjacent] [added: permits individual PRC citizens from nearly 50 PRC cities] to [removed: Macau, and expanding] [added: travel] to [removed: additional areas and major cities within Guangdong Province, followed by most other areas of the PRC.][added: Macau for tourism purposes.]

[removed: Measures] [added: Given the evolving conditions created by and in response to the COVID-19 pandemic, measures] that have been lifted [removed: 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 [removed: Macau.][added: Macau, and the Company is currently unable to determine when protective measures and the suspension of certain offerings in effect at our Macau Operations will be lifted.]

[removed: Wynn] [added: In response to the COVID-19 outbreak, the Company’s] Las Vegas [removed: closed on March 17, 2020,] [added: Operations] and [removed: reopened on June 4, 2020 with certain] [added: Encore Boston Harbor each implemented] COVID-19 specific protective [removed: measures in place,] [added: measures,] 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.

[removed: The] [added: As previously discussed, the] COVID-19 pandemic has had and will [added: likely] continue to have [removed: an adverse effect] [added: a material impact] on [removed: the Company's results of operations.][added: our resorts.]

As of December 31, [removed: 2020,] [added: 2021,] the Company had total cash and cash equivalents, excluding restricted cash, of [removed: $3.48] [added: $2.52] billion, and had access to [removed: $117.9] [added: $835.6] million of available borrowing capacity from the WRF [removed: Revolving Facility] [added: Revolver] and [removed: $343.5] [added: $212.5] million of available borrowing capacity from the [removed: Wynn Macau Revolving Facility.][added: WM Cayman II Revolver (as defined and discussed further in Item 8—"Financial Statements and Supplementary Data," Note 7, "Long-Term Debt").]

The Company has suspended its dividend [removed: program and has postponed major project capital expenditures.][added: program.]

Given the Company's liquidity position at December 31, [removed: 2020] [added: 2021] 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 [removed: current] COVID-19 pandemic challenges.

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

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

Since launching this program, we have centralized our community-focused initiatives under one umbrella and meaningfully increased our involvement in various volunteer activities and community events in [removed: Macau, the Greater Bay Area, and beyond.]

We opened Wynn Palace in August 2016, on Macau's Cotai Strip, conveniently located minutes from both Macau International Airport and the Macau Taipa Ferry Terminal and directly adjacent to a stop serviced by Macau's light rail [removed: system, which recently commenced operations in Cotai.][added: system.]

The property features approximately 424,000 square feet of casino space with [added: up to] 323 table games and [removed: 1,066] [added: 1,035] slot [removed: machines,] [added: machines available, of which 676 are currently in use,] as well as private gaming salons and sky casinos.

Located in the heart of downtown Macau, the property features approximately 252,000 square feet of casino space with [added: up to] 331 table games and [removed: 896] [added: 818] slot [removed: machines,] [added: machines available, of which 583 are currently in use,] as well as private gaming salons, sky casinos, and a poker room.

In addition, Wynn Macau offers [removed: 12] [added: 14] food and beverage outlets, approximately 59,000 square feet of high-end, brand-name retail space, and approximately 31,000 square feet of meeting and convention space.

Wynn Macau's signature attractions include a [added: performance lake and a] rotunda show featuring a Chinese zodiac-inspired ceiling along with gold "tree of prosperity" and "dragon of fortune" features.

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

The property features approximately 194,000 square feet of casino space with [removed: 209] [added: 223] table games and [removed: 1,737] [added: 1,751] 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: 31] [added: 32] food and beverage outlets, approximately [removed: 152,000] [added: 155,000] square feet of high-end, brand-name retail space, and approximately 513,000 square feet of meeting and convention space.

On June 23, 2019, [removed: the Company] [added: we] opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston along the Mystic River.

The property features approximately [removed: 208,000] [added: 211,000] square feet of casino space with [removed: 198] [added: 184] table games and approximately [removed: 1,890] [added: 2,766] slot machines, private and high-limit gaming areas, and a poker room.

In addition, Encore Boston Harbor offers [removed: 16] [added: 15] food and beverage outlets and a nightclub, approximately [removed: 8,000] [added: 10,000] square feet of retail space, and approximately 71,000 square feet of meeting and convention space.

[removed: The] [added: Notwithstanding certain COVID-19 pandemic-related travel restrictions that remain in place, the] journey between Macau and Hong Kong takes approximately 15 minutes by helicopter, 30 minutes by road [removed: since the opening of] [added: via] the Hong Kong-Zhuhai-Macau [removed: Bridge in October 2018,] [added: Bridge,] and one hour by jetfoil ferry.

In addition to Wynn [removed: Macau SA, each of Sociedade de Jogos de] [added: Resorts (Macau) S.A. ("Wynn] Macau [removed: ("SJM") and] [added: SA"), SJM Holdings Limited ("SJM"),] Galaxy Entertainment Group Limited [removed: ("Galaxy") are primary concessionaires with] [added: ("Galaxy"),] Sands China Ltd. ("Sands"), Melco International Development Limited [removed: ("Melco")] [added: ("Melco"),] and MGM China Holdings Limited ("MGM China") [removed: operating under subconcessions.][added: are permitted to operate casinos in Macau, with a total of 42 casinos currently in operation.]

According to Macau Statistical Information, annual gaming revenues [removed: grew from $2.9 billion in 2002 to] [added: were] $36.5 billion in 2019, before falling to $7.6 billion in 2020 [added: and $10.8 billion in 2021, respectively,] due to various quarantine measures and travel and entry restrictions and conditions since the outbreak of COVID-19.

Our Macau Operations face competition primarily from the [removed: 39] [added: 40] other casinos located throughout Macau in addition to casinos located throughout the world, including Singapore, South Korea, the Philippines, Vietnam, Cambodia, Malaysia, Australia, Las Vegas, cruise ships in Asia that offer gaming, and other casinos throughout Asia.

Las Vegas Strip gaming revenues [removed: decreased] [added: increased] significantly during the year ended December 31, [removed: 2020] [added: 2021] due to [added: increases in gaming volumes and visitation to] the [removed: adverse effects of] [added: Las Vegas Strip during] the [added: recovery from government-mandated shutdowns during 2020 and other business interruptions related to the] COVID-19 pandemic.

According to statistics published by the Nevada Gaming Control Board, Las Vegas Strip total gaming win was [removed: $3.7] [added: $7.1] billion in [removed: 2020,] [added: 2021,] a [removed: 43.9% decrease] [added: 91.9% increase] from [removed: $6.6] [added: $3.7] billion in [removed: 2019.][added: 2020.]

Occupancy on the Las Vegas Strip [removed: decreased 48.3%] [added: increased 25.9%] to [removed: 42.1%,] [added: 68.0%,] from [added: 42.1% in 2020, compared with] 90.4% in 2019.

Convention attendees [removed: decreased] [added: increased 27.7% in 2021, after a] 74.0% [added: decrease] in [removed: 2020,] [added: 2020 during the height of the COVID-19 pandemic,] following year-over-year increases of 7.1%, 3.0%, and 2.3% from 2017 to 2019, respectively.

There are currently several large-scale integrated resort projects [added: either recently completed or] under development in the vicinity of our [added: Las Vegas Operations, which may present increased competition in the future.]

Massachusetts and its neighboring states of Connecticut and Rhode Island are host to a large, established casino market that generated over [added: $2.8 billion of gross gaming revenue in 2021, and over] $2.5 billion of gross gaming revenue in [removed: 2019,] [added: 2019] before the outbreak of COVID-19.

[added: 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.

If the government of Macau unilaterally rescinds the concession agreement for one of the reasons stated above, Wynn Macau SA will be required to compensate the government in accordance with applicable law, and the areas defined as casino under Macau law and all of the [removed: gaming] [added: gaming-related] equipment pertaining to the gaming operations of Wynn Macau SA will be transferred to the government without compensation.

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

An institutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, [added: directly or indirectly, the election of a majority of the members of the Board of Directors of the registered company, a change in the corporate charter, bylaws, management, policies or operations of the registered company, or any of its gaming affiliates, or any other action which the NGC finds to be inconsistent with holding the registered company's voting securities for investment purposes only.]

In addition, we hold an approximately 74% interest in Wynn Interactive Ltd. ("Wynn Interactive"), which operates our digital sports betting and casino gaming business.

*COVID-19 Update*

Over the course of 2021, the Company's Las Vegas Operations and Encore Boston Harbor each incrementally resumed full operations, including reopening gaming areas to 100% of capacity and restoring seven-day-per-week hotel operations, as permitted by governmental authorities and in response to increased customer demand.

Given the evolving conditions created by and in response to the

COVID-19 pandemic, measures that have been lifted may be reintroduced if there are adverse developments in the COVID-19 situation, and management cannot reasonably estimate the impact of such developments to the Company's future results of operations, cash flows, or financial condition.

*Liquidity*

*Macau Gaming Concession*

The term of the Company's concession agreement with the Macau government ends on June 26, 2022.

If the term of this concession agreement is not extended or renewed or is not replaced by a new gaming concession, all of the Company's gaming operations and related equipment in Macau will be automatically transferred to the Macau government without compensation on that date and the Company will cease to generate gaming revenues from its Macau Operations.

In addition, under the indentures governing the Company's $4.7 billion aggregate principal amount of WML Senior Notes and the facility agreement governing the WM Cayman II Revolver, upon the occurrence of any event after which the Company does not own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner as of the issue date of the respective senior notes or the date of the facility agreement, for a period of 10 consecutive days or more in the case of the WML Senior Notes or a period of 30 consecutive days or more in the case of the WM Cayman II Revolver, and such event has a material adverse effect on the financial condition, business, properties or results of operations of WML and its subsidiaries, taken as a whole, holders of the WML Senior Notes can require the Company to repurchase all or any part of the WML Senior Notes at par, plus any accrued and unpaid interest (the "Special Put Option"), and any amounts owed under the WM Cayman II Revolver may become immediately due and payable (the "Property Mandatory Prepayment Event").

In January 2022, the Macau government published a draft of its proposed revisions to the gaming law.

The Company is monitoring developments with respect to the Macau government's concession renewal or extension process, and at this time believes that its concession will be renewed or extended beyond June 26, 2022.

The failure to extend or renew the Company's concession or obtain a new concession and the resulting ability of the WML Senior Note holders to exercise the Special Put Option and triggering of the Property Mandatory Prepayment Event would have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

*Encore Boston Harbor Real Estate Sale and Leaseback*

On February 15, 2022, we announced our entry into a sale-leaseback arrangement with respect to certain real estate assets related to Encore Boston Harbor.

Upon closing of the related transactions, currently expected to take place in the fourth quarter of 2022 subject to regulatory approvals and customary closing conditions, we expect to receive cash consideration of approximately $1.7 billion in exchange for the sale of such real estate assets to an unrelated third party, and to concurrently enter into a lease agreement whereby the Company will lease such real estate assets for the purpose of continuing to operate the Encore Boston Harbor integrated resort.

The lease agreement provides for an initial annual minimum rent of $100.0 million for an initial term of 30 years, subject to certain annual rent escalations and renewal provisions.

We leverage our marketing team across

Macau, the Greater Bay Area, and beyond.

*Future Development Projects*

In January 2022, we, along with Al Marjan Island and RAK Hospitality, announced plans for the development and management of a destination integrated resort property on Island 3, Al Marjan Island in the Emirate of Ras al Khaimah, United Arab Emirates.

The project is anticipated to be completed and open to the public in 2026, featuring an over 1,000-room hotel, a high-end shopping mall, a state-of-the-art meeting and convention facility, an exclusive spa, more than 10 restaurants and lounges, a wide array of entertainment choices, a gaming area (subject to regulatory approval), and other amenities.

The planned integrated resort will leverage Wynn Resorts' expertise in developing and operating luxury hospitality destinations, and is expected to create substantial value to the local economy by accelerating tourism, creating jobs, and contributing to the growth of related sectors.

Wynn Interactive

Indiana, Arizona, Tennessee, New York, and Louisiana.

The results of Wynn Interactive's operations are presented within the Wynn Interactive reportable segment.

Visitation to Macau grew significantly in recent years, but has fallen meaningfully since the outbreak of COVID-19, primarily due to certain border control and other travel related restrictions put in place as a result of the COVID-19 pandemic.

According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, tourist arrivals in Macau decreased 80.4% in 2021 compared to 2019.

Beginning in June 2020, certain restrictions and conditions have eased to allow for visitation to Macau as some regions continue to recover from the COVID-19 pandemic.

Visitation to Macau increased by 30.7% from 5.9 million in 2020 to 7.7 million in 2021.

Overall Las Vegas visitor volume was 32.2 million in 2021, a 69.5% increase from 19.0 million in 2020, but still 24.2% lower than visitor volume of 42.5 million experienced in 2019, prior to the outbreak of COVID-19.

Wynn Interactive operates within the digital casino and sports betting industry.

The global gaming industry includes a wide array of products from lotteries to bingo, slot machines, casino games and sports betting, across land-based and online platforms.

There are numerous operators and stakeholders across both the public and private sectors.

Industry participants include traditional brick-and-mortar casinos, state-run lottery operators, Native American tribes, legacy digital casino operators as well as racetracks, racinos, video lottery terminals and gaming technology companies.

We compete on a number of factors across our digital casino and sports betting platforms.

These include, but are not limited to, our front-end online product, our back-end infrastructure, our ability to retain and monetize existing customers, re-engage prior customers and acquire new customers and our regulatory access and compliance experience.

On January 18, 2022, the Macau government published a draft bill on gaming law amendments, according to which up to six gaming concessions can be granted by public tender, with a maximum term of 10 years and a maximum three-year extension possible under certain circumstances.

No subconcessions would be permitted.

The draft bill is subject to the consideration and approval by the Legislative Assembly of Macau.

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").

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.

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.

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.

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

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.

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.

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 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.

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

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.

The comprehensive facility verification helps ensure that guests can book with confidence at a resort that has consistent and robust health safety procedures in place.

As previously discussed, the COVID-19 pandemic has had and will continue to have a material impact on our resorts.

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

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

Currently, there are 41 casinos operating in Macau.

According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, over 90% of the visitors to Macau in 2019 came from the PRC, Hong Kong and 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.

Since the introduction of new casinos starting in 2004, the Macau market has experienced a significant increase in annual gaming revenue.

In addition, according to government statistics, tourist arrivals in Macau decreased 85.0% in 2020, to 5.9 million, from 39.4 million in 2019.

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

Las Vegas Operations, which, when completed, may present increased competition.

The

Effective June 24, 2017, the government of Macau may redeem the concession and in such event, Wynn Macau SA will be entitled to fair compensation or indemnity.

The amount of such compensation or indemnity will be determined based on the amount of gaming and non-gaming revenue generated during the tax year prior to the redemption multiplied by the remaining years before expiration of the concession.

A gaming promoter, also known as a junket representative, is a person or entity who, for the purpose of promoting casino gaming activity, arranges customer transportation and accommodations, and provides credit in their sole discretion, food and beverage services and entertainment in exchange for commissions or other compensation from a concessionaire.

Macau law provides that gaming promoters must be licensed by the Macau government in order to do business with and receive compensation from concessionaires.

| | | | For the fiscal year ended December 31, [removed: 2020] [added: 2021] | | |

The aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates based on the closing price as reported on the Nasdaq Global Select Market on June 30, [removed: 2020] [added: 2021] was approximately [removed: $7.27] [added: $12.90] billion.

As of February 16, [removed: 2021, 115,615,473] [added: 2022, 115,898,704] shares of the registrant's Common Stock, $0.01 par value, were outstanding.

Portions of the registrant's Proxy Statement for its [removed: 2021] [added: 2022] 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](#i26ea508dea384099a7a26873c2e548a1_13)] [added: [Business](#ie4db90b58bb24c7b8cb599f2282c310d_13)] | | | [removed: [3](#i26ea508dea384099a7a26873c2e548a1_13)] [added: [3](#ie4db90b58bb24c7b8cb599f2282c310d_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i26ea508dea384099a7a26873c2e548a1_16)] [added: Factors](#ie4db90b58bb24c7b8cb599f2282c310d_16)] | | | [removed: [19](#i26ea508dea384099a7a26873c2e548a1_16)] [added: [19](#ie4db90b58bb24c7b8cb599f2282c310d_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i26ea508dea384099a7a26873c2e548a1_19)] [added: Comments](#ie4db90b58bb24c7b8cb599f2282c310d_19)] | | | [removed: [33](#i26ea508dea384099a7a26873c2e548a1_19)] [added: [33](#ie4db90b58bb24c7b8cb599f2282c310d_19)] | | |

| Item 2. | | | [removed: [Properties](#i26ea508dea384099a7a26873c2e548a1_22)] [added: [Properties](#ie4db90b58bb24c7b8cb599f2282c310d_22)] | | | [removed: [34](#i26ea508dea384099a7a26873c2e548a1_22)] [added: [34](#ie4db90b58bb24c7b8cb599f2282c310d_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i26ea508dea384099a7a26873c2e548a1_25)] [added: Proceedings](#ie4db90b58bb24c7b8cb599f2282c310d_25)] | | | [removed: [34](#i26ea508dea384099a7a26873c2e548a1_25)] [added: [34](#ie4db90b58bb24c7b8cb599f2282c310d_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i26ea508dea384099a7a26873c2e548a1_28)] [added: Disclosures](#ie4db90b58bb24c7b8cb599f2282c310d_28)] | | | [removed: [34](#i26ea508dea384099a7a26873c2e548a1_28)] [added: [34](#ie4db90b58bb24c7b8cb599f2282c310d_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i26ea508dea384099a7a26873c2e548a1_34)] [added: Securities](#ie4db90b58bb24c7b8cb599f2282c310d_34)] | | | [removed: [35](#i26ea508dea384099a7a26873c2e548a1_34)] [added: [35](#ie4db90b58bb24c7b8cb599f2282c310d_34)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i26ea508dea384099a7a26873c2e548a1_40)] [added: Operations](#ie4db90b58bb24c7b8cb599f2282c310d_40)] | | | [removed: [38](#i26ea508dea384099a7a26873c2e548a1_40)] [added: [37](#ie4db90b58bb24c7b8cb599f2282c310d_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i26ea508dea384099a7a26873c2e548a1_67)] [added: Risk](#ie4db90b58bb24c7b8cb599f2282c310d_67)] | | | [removed: [57](#i26ea508dea384099a7a26873c2e548a1_67)] [added: [55](#ie4db90b58bb24c7b8cb599f2282c310d_67)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i26ea508dea384099a7a26873c2e548a1_70)] [added: Data](#ie4db90b58bb24c7b8cb599f2282c310d_70)] | | | [removed: [59](#i26ea508dea384099a7a26873c2e548a1_70)] [added: [57](#ie4db90b58bb24c7b8cb599f2282c310d_70)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i26ea508dea384099a7a26873c2e548a1_163)] [added: Disclosure](#ie4db90b58bb24c7b8cb599f2282c310d_169)] | | | [removed: [112](#i26ea508dea384099a7a26873c2e548a1_163)] [added: [109](#ie4db90b58bb24c7b8cb599f2282c310d_169)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i26ea508dea384099a7a26873c2e548a1_166)] [added: Procedures](#ie4db90b58bb24c7b8cb599f2282c310d_172)] | | | [removed: [112](#i26ea508dea384099a7a26873c2e548a1_166)] [added: [109](#ie4db90b58bb24c7b8cb599f2282c310d_172)] | | |

| Item 9B. | | | [Other [removed: Information](#i26ea508dea384099a7a26873c2e548a1_169)] [added: Information](#ie4db90b58bb24c7b8cb599f2282c310d_175)] | | | [removed: [112](#i26ea508dea384099a7a26873c2e548a1_169)] [added: [109](#ie4db90b58bb24c7b8cb599f2282c310d_175)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i26ea508dea384099a7a26873c2e548a1_175)] [added: Governance](#ie4db90b58bb24c7b8cb599f2282c310d_181)] | | | [removed: [113](#i26ea508dea384099a7a26873c2e548a1_175)] [added: [110](#ie4db90b58bb24c7b8cb599f2282c310d_181)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i26ea508dea384099a7a26873c2e548a1_178)] [added: Compensation](#ie4db90b58bb24c7b8cb599f2282c310d_184)] | | | [removed: [113](#i26ea508dea384099a7a26873c2e548a1_178)] [added: [110](#ie4db90b58bb24c7b8cb599f2282c310d_184)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i26ea508dea384099a7a26873c2e548a1_181)] [added: Matters](#ie4db90b58bb24c7b8cb599f2282c310d_187)] | | | [removed: [113](#i26ea508dea384099a7a26873c2e548a1_181)] [added: [110](#ie4db90b58bb24c7b8cb599f2282c310d_187)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i26ea508dea384099a7a26873c2e548a1_184)] [added: Independence](#ie4db90b58bb24c7b8cb599f2282c310d_190)] | | | [removed: [113](#i26ea508dea384099a7a26873c2e548a1_184)] [added: [110](#ie4db90b58bb24c7b8cb599f2282c310d_190)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i26ea508dea384099a7a26873c2e548a1_187)] [added: Services](#ie4db90b58bb24c7b8cb599f2282c310d_193)] | | | [removed: [113](#i26ea508dea384099a7a26873c2e548a1_187)] [added: [110](#ie4db90b58bb24c7b8cb599f2282c310d_193)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i26ea508dea384099a7a26873c2e548a1_193)] [added: Schedules](#ie4db90b58bb24c7b8cb599f2282c310d_199)] | | | [removed: [114](#i26ea508dea384099a7a26873c2e548a1_193)] [added: [111](#ie4db90b58bb24c7b8cb599f2282c310d_199)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i26ea508dea384099a7a26873c2e548a1_202)] [added: Summary](#ie4db90b58bb24c7b8cb599f2282c310d_208)] | | | [removed: [118](#i26ea508dea384099a7a26873c2e548a1_202)] [added: [115](#ie4db90b58bb24c7b8cb599f2282c310d_208)] | | |

| [PART I](#ie4db90b58bb24c7b8cb599f2282c310d_10) | | | | | | | | |

| [PART II](#ie4db90b58bb24c7b8cb599f2282c310d_31) | | | | | | | | |

| Item 6. | | | [Reserved](#ie4db90b58bb24c7b8cb599f2282c310d_37) | | | [36](#ie4db90b58bb24c7b8cb599f2282c310d_37) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ie4db90b58bb24c7b8cb599f2282c310d_2063) | | | [109](#ie4db90b58bb24c7b8cb599f2282c310d_175) | | |

| [PART III](#ie4db90b58bb24c7b8cb599f2282c310d_178) | | | | | | | | |

| [PART IV](#ie4db90b58bb24c7b8cb599f2282c310d_196) | | | | | | | | |

| [Signatures](#ie4db90b58bb24c7b8cb599f2282c310d_211) | | | | | | [116](#ie4db90b58bb24c7b8cb599f2282c310d_211) | | |

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

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

| Item 6. | | | [Selected Financial Data](#i26ea508dea384099a7a26873c2e548a1_37) | | | [37](#i26ea508dea384099a7a26873c2e548a1_37) | | |

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

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

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

We also own or lease various other improved and unimproved properties [removed: associated with our] [added: which may be used for] development projects.

[removed: We expect to use this] [added: This] land [added: may be used] for future development.

| Other (3) | | | | | | 54 | | | | | | Located in Las Vegas, Nevada, and Everett, Massachusetts. | | |

(3) Includes approximately 38 acres of land on the Las Vegas Strip directly across from Wynn Las Vegas, and approximately 16 acres of land adjacent to Encore Boston Harbor in Everett, Massachusetts.

| Other (3) | | | | | | 38 | | | | | | Located on the Las Vegas Strip directly across from Wynn Las Vegas. | | |

(3) During the first quarter of 2018, we acquired approximately 38 acres of land, of which approximately 16 acres are subject to a ground lease that expires in July 2097.

As part of this acquisition, we acquired approximately 24 acre-feet of permitted and certificated water rights.

On May 6, 2020, the Company announced that [removed: it] [added: its Board of Directors] 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 [removed: $842.4] [added: $841.9] million, net of [removed: $17.2] [added: $17.7] million in underwriting discounts and commissions.

The Company [removed: intends to use] [added: used $716.0 million of] the [removed: net] proceeds from [removed: this] [added: the] equity offering [added: to repay the then outstanding borrowings under the WRF Revolver, and used the remaining net proceeds] for general corporate purposes.

There were approximately [removed: 145] [added: 140] holders of record of our common stock as of February 16, [removed: 2021.][added: 2022.]

The following table summarizes the shares repurchased in satisfaction of tax withholding obligations on vested restricted stock during the quarter ended December 31, [removed: 2020:][added: 2021:]

None of the foregoing repurchases that occurred during the three months ended December 31, [removed: 2020] [added: 2021] were part of the Company's publicly announced repurchase program.

As of December 31, [removed: 2020,] [added: 2021,] we had $800.1 million in repurchase authority under the program.

The performance graph assumes that $100 was invested on December 31, [removed: 2014] [added: 2016] in each of the Company's common stock, the S&P 500 and the Dow Jones US Gambling Index, and that all dividends were reinvested.

[removed: ][added: ]

Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant.

This number does not include an estimate of the indeterminate number of beneficial holders whose shares may be held by brokerage firms and clearing agencies.

| October 31, 2021 | | | | | | 450 | | | | | | $ | 90.58 | | | | | $ | 41 | |

| November 30, 2021 | | | | | | 22,736 | | | | | | $ | 90.33 | | | | | $ | 2,054 | |

| December 31, 2021 | | | | | | 9,011 | | | | | | $ | 82.48 | | | | | $ | 743 | |

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

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

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

Not applicable.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i26ea508dea384099a7a26873c2e548a1_73)] [added: Firm](#ie4db90b58bb24c7b8cb599f2282c310d_73) (PCAOB ID: 42)] | | | [removed: [60](#i26ea508dea384099a7a26873c2e548a1_73)] [added: [58](#ie4db90b58bb24c7b8cb599f2282c310d_73)] | | |

| [Consolidated Balance [removed: Sheets](#i26ea508dea384099a7a26873c2e548a1_82)] [added: Sheets](#ie4db90b58bb24c7b8cb599f2282c310d_82)] | | | [removed: [64](#i26ea508dea384099a7a26873c2e548a1_82)] [added: [61](#ie4db90b58bb24c7b8cb599f2282c310d_82)] | | |

| [Consolidated Statements [removed: of](#i26ea508dea384099a7a26873c2e548a1_85) [Operations](#i26ea508dea384099a7a26873c2e548a1_85)] [added: of Operations](#ie4db90b58bb24c7b8cb599f2282c310d_85)] | | | [removed: [65](#i26ea508dea384099a7a26873c2e548a1_85)] [added: [62](#ie4db90b58bb24c7b8cb599f2282c310d_85)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i26ea508dea384099a7a26873c2e548a1_88) [(Loss)](#i26ea508dea384099a7a26873c2e548a1_88)] [added: Income (Loss)](#ie4db90b58bb24c7b8cb599f2282c310d_88)] | | | [removed: [66](#i26ea508dea384099a7a26873c2e548a1_88)] [added: [63](#ie4db90b58bb24c7b8cb599f2282c310d_88)] | | |

| [Consolidated Statements of [removed: Stockholders’](#i26ea508dea384099a7a26873c2e548a1_91) [Equity (Deficit)](#i26ea508dea384099a7a26873c2e548a1_91)] [added: Stockholders’ Equity (Deficit)](#ie4db90b58bb24c7b8cb599f2282c310d_91)] | | | [removed: [67](#i26ea508dea384099a7a26873c2e548a1_91)] [added: [64](#ie4db90b58bb24c7b8cb599f2282c310d_91)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i26ea508dea384099a7a26873c2e548a1_94)] [added: Flows](#ie4db90b58bb24c7b8cb599f2282c310d_94)] | | | [removed: [68](#i26ea508dea384099a7a26873c2e548a1_94)] [added: [65](#ie4db90b58bb24c7b8cb599f2282c310d_94)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i26ea508dea384099a7a26873c2e548a1_97)] [added: Statements](#ie4db90b58bb24c7b8cb599f2282c310d_97)] | | | [removed: [69](#i26ea508dea384099a7a26873c2e548a1_97)] [added: [66](#ie4db90b58bb24c7b8cb599f2282c310d_97)] | | |

| [Quarterly Consolidated Financial Information [removed: (Unaudited)](#i26ea508dea384099a7a26873c2e548a1_160)] [added: (Unaudited)](#ie4db90b58bb24c7b8cb599f2282c310d_166)] | | | [removed: [111](#i26ea508dea384099a7a26873c2e548a1_160)] [added: [108](#ie4db90b58bb24c7b8cb599f2282c310d_166)] | | |

[removed: To the] [added: The] Board of Directors and Stockholders of Wynn Resorts, Limited and subsidiaries

We have audited Wynn Resorts, Limited and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February [removed: 26, 2021] [added: 28, 2022] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 26, 2021] [added: 28, 2022] expressed an unqualified opinion thereon.

[added: |] Allowance for Credit Losses on Casino Receivables [added: | | | | | |]

| *Description of the Matter* | | | At December 31, [removed: 2020,] [added: 2021,] the Company’s allowance for credit losses on accounts receivable was [removed: $100.3] [added: $111.3] 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, [removed: 2020.] [added: 2021.] 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. | | |

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 3,482,032] [added: 2,522,530] | | | | | $ | [removed: 2,351,904] [added: 3,482,032] | |

| Accounts receivable, net of allowance for credit losses of [removed: $100,329] [added: $111,319] and [removed: $39,317] [added: $100,329] | | | [removed: 200,158] [added: 199,463] | | | | | | [removed: 346,429] [added: 200,158] | | |

| Inventories | | | [removed: 66,285] [added: 69,967] | | | | | | [removed: 88,519] [added: 66,285] | | |

| Prepaid expenses and other | | | [removed: 64,672] [added: 79,061] | | | | | | [removed: 69,485] [added: 64,672] | | |

| Total current assets | | | [removed: 3,813,147] [added: 2,875,917] | | | | | | [removed: 2,856,337] [added: 3,813,147] | | |

| Property and equipment, net | | | [removed: 9,196,644] [added: 8,765,308] | | | | | | [removed: 9,623,832] [added: 9,196,644] | | |

| Restricted cash | | | [removed: 4,352] [added: 3,641] | | | | | | [removed: 6,388] [added: 4,352] | | |

| Goodwill and intangible assets, net | | | [removed: 278,195] [added: 307,578] | | | | | | [removed: 146,414] [added: 278,195] | | |

| Operating lease assets | | | [removed: 398,594] [added: 371,365] | | | | | | [removed: 452,919] [added: 398,594] | | |

| Deferred income [removed: taxes, net] [added: taxes] | | | [removed: —] [added: (2,706)] | | | | | | [removed: 562,262] [added: 562,484] | | | [added: | | | 174,190 | | |]

| Other assets | | | [removed: 178,615] [added: 207,017] | | | | | | [removed: 223,129] [added: 178,615] | | |

| [removed: Total assets] [added: Total] | | | $ | [added: 12,530,826 | | | | | $ |] 13,869,547 | | | | | $ | 13,871,281 | |

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

| Accounts and construction payables | | | $ | [removed: 148,478] [added: 170,542] | | | | | $ | [removed: 262,437] [added: 148,478] | |

| Customer deposits | | | [removed: 646,856] [added: 436,388] | | | | | | [removed: 824,269] [added: 646,856] | | |

| Gaming taxes payable | | | [removed: 66,346] [added: 73,173] | | | | | | [removed: 168,043] [added: 66,346] | | |

| Accrued compensation and benefits | | | [removed: 126,846] [added: 206,225] | | | | | | [removed: 180,140] [added: 126,846] | | |

| Accrued interest | | | [removed: 136,421] [added: 132,877] | | | | | | [removed: 73,136] [added: 136,421] | | |

| Current portion of long-term debt | | | [removed: 596,408] [added: 50,000] | | | | | | [removed: 323,876] [added: 596,408] | | |

| Other accrued liabilities | | | [removed: 159,533] [added: 218,675] | | | | | | [removed: 150,983] [added: 159,533] | | |

| Total current liabilities | | | [removed: 1,880,888] [added: 1,287,880] | | | | | | [removed: 1,982,884] [added: 1,880,888] | | |

February 28, 2022

February 28, 2022

| Restricted cash | | | 4,896 | | | | | | — | | |

| Total assets | | | $ | 12,530,826 | | | | | $ | 13,869,547 | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (755,786) | | | | | | (755,786) | | | | | | (256,204) | | | | | | (1,011,990) | | |

| Currency translation adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,400 | | | | | | — | | | | | | 2,400 | | | | | | 1,077 | | | | | | 3,477 | | |

| Issuance of common stock, net of $17.7 million underwriter discounts, commissions and other expenses | | | 7,475,000 | | | | | | 75 | | | | | | — | | | | | | 841,821 | | | | | | — | | | | | | — | | | | | | 841,896 | | | | | | — | | | | | | 841,896 | | |

| Issuance of restricted stock | | | 518,191 | | | | | | 4 | | | | | | — | | | | | | 5,897 | | | | | | — | | | | | | — | | | | | | 5,901 | | | | | | 370 | | | | | | 6,271 | | |

| Cash dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 128 | | | | | | 128 | | | | | | 21 | | | | | | 149 | | |

| Wynn Interactive transactions | | | — | | | | | | — | | | | | | — | | | | | | (20,211) | | | | | | — | | | | | | — | | | | | | (20,211) | | | | | | 25,372 | | | | | | 5,161 | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | — | | | | | | 77,093 | | | | | | — | | | | | | — | | | | | | 77,093 | | | | | | 11,648 | | | | | | 88,741 | | |

| Balances, December 31, 2021 | | | 115,714,943 | | | | | | $ | 1,314 | | | | | $ | (1,436,373) | | | | | $ | 3,502,715 | | | | | $ | 6,004 | | | | | $ | (2,288,078) | | | | | $ | (214,418) | | | | | $ | (621,797) | | | | | $ | (836,215) | |

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Depreciation and amortization | | | 715,962 | | | | | | 725,502 | | | | | | 624,878 | | |

| Loss on extinguishment of debt | | | 2,060 | | | | | | 4,601 | | | | | | 12,437 | | |

| Proceeds from issuance of Wynn Resorts, Limited common stock | | | 841,896 | | | | | | — | | | | | | — | | |

| Payments to acquire ownership interest in subsidiary | | | (5,433) | | | | | | (33,621) | | | | | | — | | |

*Wynn Interactive*

Wynn Interactive's subsidiary operates the digital and interactive sports betting app, WynnBET, which is operational in New Jersey, Colorado, Michigan, Virginia, Indiana, Arizona, Tennessee, Louisiana, and New York.

In addition, subject to all necessary legislative authorizations and regulatory approvals, Wynn Interactive’s subsidiary has secured market access in Iowa and Ohio.

BetBull, a wholly owned subsidiary of Wynn Interactive, operates a digital and interactive sports betting app in the United Kingdom.

Over the course of the twelve months ended December 31, 2021, the Company's Las Vegas Operations and Encore Boston Harbor have each incrementally resumed full operations, including reopening gaming areas to 100% of capacity and restoring seven-day-per-week hotel operations, as permitted by governmental authorities and in response to increased customer demand.

Given the evolving conditions created by and in response to the COVID-19 pandemic, measures that have been lifted may be reintroduced if there are adverse developments in the COVID-19 situation, and management cannot reasonably estimate the impact of such developments to the Company's future results of operations, cash flows, or financial condition.

*Liquidity*

*Macau Gaming Concession*

The term of the Company's concession agreement with the Macau government ends on June 26, 2022.

If the term of this concession agreement is not extended or renewed or is not replaced by a new gaming concession, all of the Company's gaming operations and related equipment in Macau will be automatically transferred to the Macau government without compensation on that date and the Company will cease to generate gaming revenues from its Macau Operations.

In addition, under the indentures governing the Company's $4.7 billion aggregate principal amount of WML Senior Notes and the facility agreement governing the WM Cayman II Revolver, upon the occurrence of any event after which the Company does not own or manage casino or gaming areas or operate casino games of fortune and chance in Macau in substantially the same manner as of the issue date of the respective senior notes or the date of the facility agreement, for a period of 10 consecutive days or more in the case of the WML Senior Notes or a period of 30 consecutive days or more in the case of the WM Cayman II Revolver, and such event has a material adverse effect on the financial condition, business, properties or results of operations of WML and its subsidiaries, taken as a whole, holders of the WML Senior Notes can require the Company to repurchase all or any part of the WML Senior Notes at par, plus any accrued and unpaid interest (the "Special Put Option"), and any amounts owed under the WM Cayman II Revolver may become immediately due and payable (the "Property Mandatory Prepayment Event").

In January 2022, the Macau government published a draft of its proposed revisions to the gaming law.

The Company is monitoring developments with respect to the Macau government's concession renewal or extension process, and at this time believes that its concession will be renewed or extended beyond June 26, 2022.

The failure to extend or renew the Company's concession or obtain a new concession and the resulting ability of the WML Senior Note holders to exercise the Special Put Option and triggering of the Property Mandatory Prepayment Event would have a material adverse effect on the Company's business, financial condition, results of operations, and cash flows.

Certain amounts in the consolidated financial statements for the previous years have been reclassified to be consistent with the current year presentation of the Company's reportable segments.

These reclassifications had no effect on the previously reported net income.

As of December 31, 2021, the Company had no agreements in place with gaming promoters.

useful lives of the assets using the straight-line method as follows:

For the year ended December 31, 2021, the Company did not capitalize any interest.

During the year ended December 31, 2021, the Company incurred pre-opening expenses primarily in connection with restaurant remodels at our Las Vegas Operations.

In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU 2020-04").

ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate (referred to as "LIBOR"), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation.

| | | | | | |

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

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

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

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

| Litigation settlement | | | — | | | | | | — | | | | | | 463,557 | | |

| Change in Redemption Note fair value | | | — | | | | | | — | | | | | | (69,331) | | |

| Change in net unrealized loss on investment securities, before and after tax | | | — | | | | | | — | | | | | | 1,292 | | |

| Redemption Note credit risk adjustment, net of tax of $2,735 | | | — | | | | | | — | | | | | | 9,211 | | |

| Balances, January 1, 2018 | | | 103,005,866 | | | | | | $ | 1,164 | | | | | $ | (1,184,468) | | | | | $ | 1,497,928 | | | | | $ | (1,845) | | | | | $ | 635,067 | | | | | $ | 947,846 | | | | | $ | 130,504 | | | | | $ | 1,078,350 | |

| Cumulative effect, change in accounting for credit risk, net of tax of $2,735 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9,211) | | | | | | 9,211 | | | | | | — | | | | | | — | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 572,430 | | | | | | 572,430 | | | | | | 230,654 | | | | | | 803,084 | | |

| Currency translation adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,397) | | | | | | — | | | | | | (1,397) | | | | | | (539) | | | | | | (1,936) | | |

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

| Redemption Note settlement | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,211 | | | | | | — | | | | | | 9,211 | | | | | | — | | | | | | 9,211 | | |

| Exercise of stock options | | | 261,470 | | | | | | 2 | | | | | | — | | | | | | 21,463 | | | | | | — | | | | | | — | | | | | | 21,465 | | | | | | 506 | | | | | | 21,971 | | |

| Issuance of common stock | | | 5,300,000 | | | | | | 53 | | | | | | — | | | | | | 915,187 | | | | | | — | | | | | | — | | | | | | 915,240 | | | | | | — | | | | | | 915,240 | | |

| Issuance of restricted stock | | | 288,270 | | | | | | 3 | | | | | | — | | | | | | 1,295 | | | | | | — | | | | | | — | | | | | | 1,298 | | | | | | 501 | | | | | | 1,799 | | |

| Cash dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (294,923) | | | | | | (294,923) | | | | | | (276,528) | | | | | | (571,451) | | |

| Deferred income taxes | | | 562,484 | | | | | | 174,190 | | | | | | (498,654) | | |

| Change in Redemption Note fair value | | | — | | | | | | — | | | | | | 69,331 | | |

| Proceeds from the sale or maturity of investment securities | | | — | | | | | | — | | | | | | 359,461 | | |

| Purchase of investment securities | | | — | | | | | | — | | | | | | (34,098) | | |

| Proceeds from note receivable from sale of ownership interest in subsidiary | | | — | | | | | | — | | | | | | 75,000 | | |

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

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

| Payment to acquire derivatives | | | — | | | | | | — | | | | | | (3,900) | | |

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.

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.

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.

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.

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.

The Company's management, with the participation of the Company's Chief Executive Officer ("CEO") [added: (Principal Executive] and [removed: Chief] Financial [removed: Officer ("CFO"),] [added: Officer),] has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this annual report.

Based on such evaluation, the Company's CEO [added: (Principal Executive] and [removed: CFO have] [added: Financial Officer) has] concluded that, as of the period covered by this annual report, the Company's disclosure controls and procedures were effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and were effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including the Company's [removed: CEO] [added: Principal Executive] and [removed: CFO,] [added: Financial Officer,] as appropriate to allow timely decisions regarding required disclosure.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on our assessment, management believes that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] 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: 2020] [added: 2021] 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.

None.

On February 27, 2020, the Company amended and restated its bylaws (“Bylaws”) to provide that (i) the chair must be an independent member of the Company’s Board of Directors, (ii) a majority voting standard for election of Directors and (iii) certain conforming ministerial changes.

The foregoing description of the Bylaws is qualified in its entirety by the full text of the Bylaws filed as Exhibit 3.2 hereto and incorporated by reference.

PART III

Not applicable.

PART III

The information required by this item will be contained in the Registrant's definitive Proxy Statement for its [removed: 2021] [added: 2022] Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2020] [added: 2021] (the [removed: "2021] [added: "2022] 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: 2021] [added: 2022] Proxy Statement under the captions "Board Compensation," "Compensation Discussion and Analysis" and "Executive Compensation Tables", which will be filed with the SEC.

These plans are described in Item 8—"Financial Statements and Supplementary Data" of Part II (see [removed: Notes to Consolidated Financial Statements).]

| Equity compensation plans approved by security holders | | | 23,700 | | | | | | $ | 80.42 | | | | | [removed: 3,495,890] [added: 3,003,920] | | |

| Total | | | 23,700 | | | | | | $ | 80.42 | | | | | [removed: 3,495,890] [added: 3,003,920] | | |

Certain information required by this item will be contained in the [removed: 2021] [added: 2022] Proxy Statement under the caption "Certain Beneficial Ownership and Management," and is incorporated herein by reference.

Notes to Consolidated Financial Statements).

The information called for by this item is incorporated herein by reference to our definitive [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2020] [added: 2021] and [removed: 2019][added: 2020]

- Consolidated Statements of Operations for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018][added: 2019]

- Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018][added: 2019]

- Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018][added: 2019]

- Consolidated Statements of Cash Flows for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018][added: 2019]

| 4.2 | | | | | | [Description of Registrant's [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex42-descriptionofregistra.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex42-descriptionofregistra.htm)] | | | 10-K | | | | | | * | | |

| 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 [removed: 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)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex1014-amendmentno2tocredi.htm)] | | | 10-K | | | | | | [removed: *] [added: 2/26/2021] | | |

| 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 agent.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1021-commontermsagreement.htm) | | | 10-Q | | | | | | [removed: 2/28/19] [added: 2/28/2019] | | |

| 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 Lender.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1022-termfacilityagreemen.htm) | | | 10-Q | | | | | | [removed: 2/28/19] [added: 2/28/2019] | | |

| 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 Lender.](http://www.sec.gov/Archives/edgar/data/1174922/000117492219000021/a1023-revolvingcreditfacil.htm) | | | 10-Q | | | | | | [removed: 2/28/19] [added: 2/28/2019] | | |

| +10.7.1.1 | | | | | | [Second Amended and Restated Employment Agreement dated as of January 1, 2021, by and between Wynn Resorts, Limited and Matt [removed: 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)] [added: Maddox.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex10711-maddoxemploymentam.htm)] | | | 10-K | | | | | | [removed: *] [added: 2/26/2021] | | |

| +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 | | | | | | [removed: *] [added: 2/26/2021] | | |

| +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 | | | | | | [removed: *] [added: 2/26/2021] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex211-subsidiariesofwrl.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex211-subsidiariesofwrlx20.htm)] | | | 10-K | | | | | | * | | |

| 23.1 | | | | | | [Consent of Ernst & Young LLP, Independent Registered Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex231-eyconsent.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex231-eyconsentx2021.htm)] | | | 10-K | | | | | | * | | |

| 31.1 | | | | | | [Certification of Chief Executive [removed: Officer of] [added: Officer](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex311-ceoscertificationx20.htm) [(Principal Executive and Financial Officer)](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex311-ceoscertificationx20.htm) [of] Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – [removed: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex311-ceoscertification.htm)] [added: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex311-ceoscertificationx20.htm)] | | | 10-K | | | | | | * | | |

| 32 | | | | | | [Certification of [removed: CEO] [added: CEO](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex32-ceoandcfocertificatio.htm) [(Principal Executive] and [removed: CFO pursuant] [added: Financial Officer](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex32-ceoandcfocertificatio.htm)[)](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex32-ceoandcfocertificatio.htm) [pursuant] to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex32-ceoandcfocertification.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex32-ceoandcfocertificatio.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: 2020] [added: 2021] and December 31, [removed: 2019;] [added: 2020;] (ii) the Consolidated Statements of Operations for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018;] [added: 2019;] (iii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018;] [added: 2019;] (iv) the Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018;] [added: 2019;] (v) the Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and 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 | | | | | | * | | |

| 2021 | | | $ | 100,329 | | | | | 29,487 | | | | | | (18,497) | | | | | | $ | 111,319 | |

| 2021 | | | $ | 2,986,684 | | | | | 142,058 | | | | | | (627,479) | | | | | | $ | 2,501,263 | |

| 2.1 | | | | | | [Equity Purchase Agreement, dated as of February 14, 2022 by and between Wynn MA, LLC and Realty Income Corporation.](https://www.sec.gov/Archives/edgar/data/0001174922/000119312522043373/d308862dex21.htm) | | | 8-K | | | | | | 2/14/2022 | | |

| 10.3.1 | | | | | | [Facility Agreement, dated as of September 16, 2021, by and among WM Cayman Holdings Limited II, as borrower, Wynn Macau, Limited, as guarantor, and Bank of China Limited, Macau Branch, as agent and a syndicate of lenders.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000160/wynn2021-macaufacilityagre.htm) | | | 10-Q | | | | | | 11/9/2021 | | |

| +10.7.1.2 | | | | | | [Transition Agreement, dated November 9, 2021, by and between Wynn Resorts, Limited and Matt Maddox.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000160/maddoxagreement.htm) | | | 10-Q | | | | | | 11/9/2021 | | |

| +10.7.2.4 | | | | | | [Fourth Amended and Restated Employment Agreement dated as of May 24, 2021, by and between Wynn Resorts, Limited and Craig S. Billings.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000083/ex101-billingsemploymentam.htm) | | | 8-K | | | | | | 5/24/2021 | | |

| +10.7.2.5 | | | | | | [Employment Agreement, dated November 9, 2021, by and between Wynn Resorts, Limited and Craig S. Billings.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000160/billingsagreement.htm) | | | 10-Q | | | | | | 11/9/2021 | | |

| +10.7.3.3 | | | | | | [Third Amended and Restated Employment Agreement dated as of January 12, 2022, by and between Wynn Resorts, Limited and Ellen F. Whittemore.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex10733-whittemoreellenemp.htm) | | | 10-K | | | | | | * | | |

| +10.7.4.0 | | | | | | [Employment Agreement, dated as of December 7, 2021 by and between Wynn Resorts, Limited and Julie Cameron-Doe.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex10740-cameronxdoejuliewr.htm) | | | 10-K | | | | | | * | | |

| 2018 | | | $ | 30,600 | | | | | 6,527 | | | | | | (4,433) | | | | | | $ | 32,694 | |

| 2018 | | | $ | 3,390,467 | | | | | 201,282 | | | | | | (947,850) | | | | | | $ | 2,643,899 | |

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

| | | | | | | | | | Director, Chief Executive Officer (Principal [removed: Executive] [added: Executive, Financial and Accounting] Officer) | | |

| /s/ [removed: Matt Maddox] [added: Craig S. Billings] | | | | | | Director, Chief Executive Officer (Principal [removed: Executive] [added: Executive, Financial and Accounting] Officer) | | | | | | February [removed: 26, 2021] [added: 28, 2022] | | |

| /s/ Philip G. Satre | | | | | | Non-Executive Chair of the Board and Director | | | | | | February [removed: 26, 2021] [added: 28, 2022] | | |

| /s/ Betsy S. Atkins | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 28, 2022] | | |

| /s/ Richard J. Byrne | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 28, 2022] | | |

| /s/ Jay L. Johnson | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 28, 2022] | | |

| /s/ Patricia Mulroy | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 28, 2022] | | |

| /s/ Margaret J. Myers | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 28, 2022] | | |

| /s/ Clark T. Randt, Jr. | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 28, 2022] | | |

| /s/ Darnell Strom | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 28, 2022] | | |

| /s/ Winifred Webb | | | | | | Director | | | | | | February [removed: 26, 2021] [added: 28, 2022] | | |

| Dated: February 28, 2022 | | | | | | By: | | | /s/ Craig S. Billings | | |

| | | | | | | | | | Craig S. Billings | | |

| Dated: February 26, 2021 | | | | | | By: | | | /s/ Matt Maddox | | |

| | | | | | | | | | Matt Maddox | | |

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

| Matt Maddox | | | | | | | | | | | | | | |

| /s/ Craig S. Billings | | | | | | President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | February 26, 2021 | | |