Wynn Resorts (WYNN) 10-K risk factor changes: FY2022 vs FY2021

The COVID-19 pandemic has had and [removed: will likely] [added: may] continue to have an adverse effect on our business, operations, financial condition and operating [removed: results, and the ability of our subsidiaries to pay dividends and distributions.][added: results.]

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

[removed: We] [added: As a result, we] cannot predict when, or even if, [removed: operating results] [added: operations] at our properties in Macau will return to [removed: pre-outbreak] [added: pre-pandemic] levels.

To the extent the [removed: COVID-19 pandemic] [added: reimposition of these conditions and/or a slow pace of recovery at our Macau Operations] adversely affects our business, operations, financial condition and operating results, [removed: it may] [added: such factors] also have the effect of heightening many of the other risks related to our business, including those relating to our ability to raise capital, our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness, and our ability to comply with the covenants or other restrictions contained in the agreements that govern our indebtedness.

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

Each of these regulatory authorities has extensive power to license and oversee the operations of our casino resorts and digital offerings and has taken [removed: action] and could [added: in the future] take action against the Company and its related licensees, including actions that [added: have and] could [added: further] 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.

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

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

[removed: Ongoing investigations,] [added: Investigations,] litigation and other disputes could distract [removed: management] [added: management, damage our reputation,] and result in negative publicity and additional scrutiny from regulators.

As discussed in Item 3—"Legal Proceedings" and Item 8—"Financial Statements and Supplementary Data," Note 17, "Commitments and Contingencies," the Company is subject to various [removed: claims] [added: investigations, litigation and other disputes] related to our operations.

These [removed: foregoing investigations, litigation] and [removed: other disputes and] any additional such matters that may arise in the future, [removed: can be] [added: even if routine, are] expensive and [removed: may] divert management's attention from the operations of our businesses.

[removed: The investigations,] [added: Investigations,] litigation and other disputes [added: have in the past, and] may [removed: also] [added: in the future,] lead to additional scrutiny from regulators, which could lead to investigations relating to, and possibly a negative impact on, the Company's gaming licenses and the Company's ability to bid successfully for new gaming market opportunities.

In addition, [removed: the actions, litigation and] publicity [added: from these matters have, or in the future,] could negatively impact our business, reputation and competitive position and [removed: could] reduce [added: investor] demand for shares of Wynn Resorts and WML and [removed: thereby have a negative] [added: negatively] impact [removed: on] the trading prices of [removed: their] [added: those] respective shares.

Our financial results have been, and are expected to continue to be, affected by the global and regional [removed: economy.][added: economies in which we have operations.]

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

Consumer demand for hotels, casino resorts, trade shows, conventions and [removed: for] the type of luxury amenities that we offer is particularly sensitive to downturns in the [removed: economy,] [added: economies in] which [added: we operate, which could harm consumer confidence in the economy and] adversely affect discretionary [removed: spending on leisure activities.][added: spending.]

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

[removed: Changes] [added: As a result, changes] in discretionary [removed: consumer] spending or consumer preferences brought about by factors such as perceived or actual [added: negative] general economic conditions, [removed: high unemployment,] perceived or actual changes in disposable consumer income and wealth, inflationary [removed: pressure,] [added: pressures,] economic recession, changes in consumer [removed: confidence in the economy,] [added: confidence, including] 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 [removed: operating results.][added: results of operations.]

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

[added: 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, [removed: could disrupt] [added: have and may in] the [added: future decrease the] number of visitors to our properties from those affected places, including from the PRC, Hong Kong and Taiwan.

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

These policies may affect and impact the number of visitors [added: to our properties] and the amount of money they [added: are willing to] spend.

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

Acts of terrorism or concerns over the possibility of such acts [added: have and] may [added: again] severely disrupt domestic and international travel, which [removed: would] [added: has and could in the future] result in a decrease in customer visits to [removed: Las Vegas and Macau, including] our properties.

Disruptions in air or other forms of travel as a result of any terrorist act, outbreak of hostilities, escalation of war or worldwide infectious disease outbreak [removed: would] have [removed: an] [added: and could in the future have a material and] adverse effect on our business and financial condition, results of operations and cash flows.

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

The [added: future] occurrence or the possibility of attacks [removed: could] [added: may] cause all or portions of affected properties to be shut down for prolonged periods, resulting in a loss of [removed: income; generally] [added: revenue,] 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 [removed: 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.][added: properties.]

For example, WML's board of directors concluded not to recommend the payment of a dividend with respect to the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] due to the financial impact of the COVID-19 pandemic.

If [removed: the COVID-19 pandemic continues to interrupt] our [added: Macau Operations’] gaming [removed: operations or visitation] [added: business is slow] to [removed: Macau or if] [added: recover to pre-pandemic levels following] the [removed: outbreak escalates,] [added: recent discontinuation of travel-related restrictions and conditions which materially impacted visitation to Macau,] it may continue to have an adverse effect on our subsidiaries' results of operations and their ability to pay dividends or distributions to us in the future.

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

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

Several of the current concessionaires [removed: and subconcessionaires] have opened facilities in the Cotai area over the past few years, which has significantly increased gaming and non-gaming offerings in Macau, with continued development [removed: and further openings in Cotai] expected in the near future.

Additionally, certain other Asian countries and regions have legalized or in the future may legalize gaming, such as Japan, Taiwan and Thailand, which could [added: further] increase competition for our Macau Operations.

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

Furthermore, new competitors, whether licensed or not, may enter [added: the online sports betting and online casino industries.]

Adverse global or regional economic conditions, [added: as discussed above,] could [added: also] reduce the frequency of visits by these customers and revenue [removed: generated] [added: we generate] from them.

Our inability to collect gaming debts could have a significant negative impact on our [removed: operating results.][added: financial condition and results of operations.]

Any violation of applicable Anti-Money Laundering laws, regulations or the Foreign Corrupt Practices Act [added: ("FCPA")] or sanctions could adversely affect our business, performance, prospects, value, financial condition, and results of operations.

[added: If we] or [added: 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 have [removed: incurred] [added: incurred, and may in the future incur,] costs to comply with environmental requirements, such as those relating to discharges into the air, water and land, the handling and disposal of solid and hazardous waste and the cleanup of properties affected by hazardous substances.

Since the outbreak of COVID-19, visitation to Macau has fallen significantly, driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, quarantine measures put in place in Macau and elsewhere.

Although these containment measures and restrictions had generally been lifted in the U.S. by early 2022, they remained in place in Macau, the PRC, Hong Kong and Taiwan for most of 2022.

Over the course of December 2022 and January 2023, Macau authorities relaxed or eliminated most COVID-19 related protective measures, and as of February 27, 2023, there are no remaining entry restrictions or mandatory quarantine requirements in place for travelers to Macau, and testing requirements for inbound travelers from the PRC, Hong Kong, and Taiwan have been discontinued.

Given ongoing uncertainty around the likelihood, extent, and timing of a potential reimposition of restrictions on the general public, travel or certain activities and their effect on our Macau Operations in the future, we are unable to reasonably estimate the impact on our financial condition, results of operations and cash flows.

As a result, if we do not have a physical or retail operation in those states, which is most of the states in which we currently offer sports betting and our online casino, we will be, dependent on a strategic relationships with retail operators to obtain and/or maintain the requisite legal authorization from the respective state.

If we cannot establish, renew or manage these relationships, including on terms acceptable to us, we would not be allowed to operate in those jurisdictions.

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, improper conduct by our employees, agents or gaming promoters could damage our reputation and/or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines.

In certain circumstances, it may not be economical to defend against such matters and/or our legal strategy may not ultimately result in us prevailing in a matter.

Our business is particularly sensitive to reductions in discretionary consumer spending, and deterioration or a protracted extension of the current negative macroeconomic environment, including an economic downturn or recession, or geopolitical tensions could adversely impact our business, results of operations, financial condition and cash flows.

particular, affects the gaming industry in Macau and our Macau Operations.

Current macroeconomic conditions, including historic levels of inflation and relatively low levels of unemployment, have led to rising interest rates, disruption and volatility within the capital markets, and fiscal and monetary policy uncertainty.

As a result, our gaming revenues, financial condition, results of operations and cash flows could be adversely affected by a deterioration of the current macroeconomic environment, an economic slowdown or recession in the U.S. or global economy, or perception that any of these events may occur.

Geopolitical tensions, notably with respect to international trade, including increases in tariffs and company and industry specific restrictions, in addition to changes in national security policies and other similar and geopolitical events, could cause economic disruption and adversely impact our business and results of operations.

Most of our revenue is from customers who travel to our properties.

In addition, such occurrences expose us to a risk of monetary claims arising from death, injury or damage to property caused by any such attack and may result in higher costs for security and insurance premiums, all of which could adversely affect our financial condition and results of operations.

location, entertainment, theme and size, among other factors.

Our inability to collect gaming debts could have a significant negative impact on our financial condition and results of operations.

Compliance with evolving laws and regulations, and the interpretations thereof, is expensive and results in compliance risks.

In addition, public companies, financial institutions, the gaming industry and casinos are highly regulated, and compliance with such regulations is costly and subjects us to liability if we are not, or are perceived to not be, compliant.

adequately protect their personal information.

If our efforts to cause these sites to be

The existing smoking legislation, and any smoking legislation intended to

Pursuant to the Gaming Concession Contract and applicable Macau laws, the Macau government may rescind the gaming concession if Wynn Macau SA fails to fulfill its obligations under the Macau law or the Gaming Concession Contract, including in the circumstances of (i) endangerment to the national security of mainland China or Macau, (ii) failure on the part of Wynn Macau SA to perform its obligations under the Gaming Concession Contract, (iii) public interest, and (iv) Wynn Macau SA ceasing to be eligible for the gaming concession under the Macau gaming law.

If the Macau government rescinds the Gaming Concession Contract due to the Wynn Macau SA’s non-fulfilment, or perceived non-fulfillment, of its obligations, Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau.

Beginning in the eighth year of Wynn Macau SA’s concession, the Macau government may exercise its right to redeem the concession by providing Wynn Macau SA with at least one-year prior written notice.

In such event, Wynn Macau SA would be entitled to fair and equitable compensation pursuant to the Macau gaming law.

The amount of such compensation relating to the projects agreed with the Macau government would be determined based on the earnings of these projects, before interest, depreciation and amortization for the fiscal year immediately preceding the date the redemption is declared, multiplied by the number of years remaining on the term of the Gaming Concession Contract.

Wynn Macau SA is currently in its first year of concession.

The Massachusetts Gaming Commission has broad authority to consider conduct outside of Massachusetts for continued licensure in Massachusetts.

The Massachusetts Gaming Act requires a gaming licensee to affirmatively maintain its suitability to hold a gaming license in Massachusetts.

Under the MGC’s continuing duty regulations, we are required to report to notify and update the MGC of certain matters including but not limited to any denial, suspension or revocation in any jurisdiction of a gaming related license; any discipline, including a fine or warning, related to gaming operations imposed upon the gaming licensee or qualifier by any government agency in any jurisdiction; any arrest, indictment, charge or criminal conviction of any qualifier in any jurisdiction; any complaints, allegations, or notice of investigation thereof against the gaming licensee, qualifier, or any gaming entity owned or operated by the parent to the gaming licensee, that if substantiated could reasonably lead to potential revocation or suspension of the license or approval held by the gaming licensee, qualifier, or gaming entity owned or operated by the parent to the gaming licensee, in that jurisdiction and/or imposition of a fine of $50,000 or greater.

Licensing or other disciplinary action against us outside of Massachusetts, including by the government of Macau may be considered by the MGC in assessment of our ongoing suitability to hold a license in Massachusetts and may subject us to fines, license conditions, license suspension or revocation.

We are approved by the Macau government to operate 570 gaming tables and 1,100 gaming machines at our Macau Operations currently.

As of December 31, 2022, we had total outstanding debt of approximately $12.16 billion.

See Item 1—Business "Our Resorts."

These restrictions include, among other things, limitations on our ability and the ability of our restricted subsidiaries to pay dividends or distributions or repurchase equity; incur additional debt; make investments; create liens on assets to secure debt; enter into transactions with affiliates; issue stock

In January 2020, an outbreak of a new strain of coronavirus, COVID-19, was identified and has since then spread around the world.

The COVID-19 pandemic and the spread, and risk of resurgence, of COVID-19 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.

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

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

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

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

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

Visitation to our properties and gross gaming revenues significantly decreased 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 COVID-19 testing and other procedures remain in place in Macau.

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

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

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

In addition, we cannot predict the impact that the COVID-19 pandemic will have on our partners, such as tenants, travel agencies, suppliers and other vendors, which may adversely impact our operations 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 2022 and potentially thereafter may be material, but cannot be reasonably estimated at this time.

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

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

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.

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.

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.

Our business is particularly sensitive to reductions in discretionary consumer spending, including as a result of economic downturns or increasing geopolitical tensions.

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

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

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

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

Strained international relations, economic disruption and other similar events could negatively impact the number of visitors to our facilities and the amount they spend.

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

Only a small amount of our business is and will be generated by local residents.

Most of our customers travel to reach our Las Vegas and Macau properties.

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

Discussion of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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: 2020.][added: 2021.]

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

[removed: In addition, we] [added: We also] hold an approximately [removed: 74%] [added: 97%] interest [removed: in] [added: in, and consolidate,] Wynn Interactive Ltd. ("Wynn Interactive"), [added: through] which [removed: operates] [added: we operate WynnBet,] our digital sports betting and casino gaming business.

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

[removed: Visitation to Macau has fallen significantly since] [added: Since] the outbreak of COVID-19, [added: visitation to Macau has fallen significantly,] driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, quarantine measures put in place in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the PRC, Hong Kong and Taiwan involving COVID-19 [removed: testing,] [added: testing and mandatory quarantine,] among other things, [added: periods of mandatory closure of certain businesses] and [added: facilities, including gaming operations, and] the suspension or reduced accessibility of transportation to and from Macau.

[removed: *Las] [added: Room expenses increased $49.4 million and $19.2 million at our Las] Vegas Operations and Encore Boston [removed: Harbor*][added: Harbor, respectively.]

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

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

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Net loss attributable to Wynn Resorts, Limited | | | [removed: (755,786)] [added: (423,856)] | | | | | | [removed: (2,067,245)] [added: (755,786)] | | | | | | [removed: (1,311,459)] [added: (331,930)] | | | | | | [removed: (63.4)] [added: (43.9)] | | |

| Diluted net loss per share | | | [removed: (6.64)] [added: (3.73)] | | | | | | [removed: (19.37)] [added: (6.64)] | | | | | | [removed: (12.73)] [added: (2.91)] | | | | | | [removed: (65.7)] [added: (43.8)] | | |

The [removed: increase] [added: decrease] in operating revenues [removed: for the year ended December 31, 2021] was [removed: primarily driven] [added: partially offset] by increases [added: in operating revenues] of [removed: $377.6 million, $151.4 million, $755.7 million,] [added: $628.5 million] and [removed: $329.9] [added: $139.6] million from [removed: Wynn Palace, Wynn Macau,] our Las Vegas [removed: Operations,] [added: Operations] and Encore Boston Harbor, respectively, as a result of increased [removed: mass market] gaming volumes [removed: 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 [removed: occupancy, nightlife offerings,] [added: occupancy] and covers at [removed: restaurants at our Las Vegas Operations.][added: restaurants.]

[removed: The increase in] Adjusted Property [removed: EBITDA] [added: EBITDAR at Encore Boston Harbor increased $33.3 million] for the year ended December 31, [removed: 2021 was] [added: 2022,] primarily [removed: driven by increased operating] [added: due to an increase in] revenues [removed: at our integrated resort properties,] [added: from casino and hotel operations,] partially offset by [removed: an increase in] [added: increased] operating expenses.

Financial results for the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020.][added: 2021.]

The following table presents our operating revenues [removed: (in] [added: (dollars in] thousands):

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

| Entertainment, retail and other | | | [removed: 403,762] [added: 475,932] | | | | | | [removed: 221,074] [added: 403,762] | | | | | | [removed: 182,688] [added: 72,170] | | | | | | [removed: 82.6] [added: 17.9] | | |

Casino revenues for the year ended December 31, [removed: 2021] [added: 2022] were [removed: 56.7%] [added: 43.5%] of operating revenues, compared to [removed: 59.0%] [added: 56.7%] for the same period of [removed: 2020.][added: 2021.]

Non-casino revenues for the year ended December 31, [removed: 2021] [added: 2022] were [removed: 43.3%] [added: 56.5%] of operating revenues, compared to [removed: 41.0%] [added: 43.3%] for the [removed: same period of 2020.][added: year ended December 31, 2021.]

| Average number of table games | | | [removed: 93] [added: 53] | | | | | | [removed: 99] [added: 93] | | | | | | [removed: (6)] [added: (40)] | | | | | | [removed: (6.1)] [added: (43.0)] | | |

| VIP table games win | | | $ | [removed: 253,767] [added: 23,471] | | | | | $ | [removed: 168,435] [added: 253,767] | | | | | $ | [removed: 85,332] [added: (230,296)] | | | | | [removed: 50.7] [added: (90.8)] | | |

| VIP win as a % of turnover | | | [removed: 3.94] [added: 0.89] | | % | | | | [removed: 1.75] [added: 3.94] | | % | | | | [removed: 2.19] [added: (3.05)] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 7,443] [added: 1,259] | | | | | $ | [removed: 4,850] [added: 7,443] | | | | | $ | [removed: 2,593] [added: (6,184)] | | | | | [removed: 53.5] [added: (83.1)] | | |

| Average number of table games | | | 229 | | | | | | [removed: 212] [added: 229] | | | | | | [removed: 17] [added: —] | | | | | | [removed: 8.0] [added: —] | | |

| Table games win % | | | [removed: 22.4] [added: 21.5] | | % | | | | [removed: 24.1] [added: 22.4] | | % | | | | [removed: (1.7)] [added: (0.9)] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 6,463] [added: 3,489] | | | | | $ | [removed: 4,009] [added: 6,463] | | | | | $ | [removed: 2,454] [added: (2,974)] | | | | | [removed: 61.2] [added: (46.0)] | | |

| Average number of slot machines | | | [removed: 710] [added: 623] | | | | | | [removed: 591] [added: 710] | | | | | | [removed: 119] [added: (87)] | | | | | | [removed: 20.1] [added: (12.3)] | | |

| Slot machine win | | | $ | [removed: 58,152] [added: 31,295] | | | | | $ | [removed: 39,175] [added: 58,152] | | | | | $ | [removed: 18,977] [added: (26,857)] | | | | | [removed: 48.4] [added: (46.2)] | | |

| Slot machine win per unit per day | | | $ | [removed: 224] [added: 142] | | | | | $ | [removed: 188] [added: 224] | | | | | $ | [removed: 36] [added: (82)] | | | | | [removed: 19.1] [added: (36.6)] | | |

| Average number of table games | | | [removed: 81] [added: 41] | | | | | | [removed: 89] [added: 81] | | | | | | [removed: (8)] [added: (40)] | | | | | | [removed: (9.0)] [added: (49.4)] | | |

| VIP table games win | | | $ | [removed: 155,064] [added: 55,999] | | | | | $ | [removed: 185,059] [added: 155,064] | | | | | $ | [removed: (29,995)] [added: (99,065)] | | | | | [removed: (16.2)] [added: (63.9)] | | |

| VIP win as a % of turnover | | | [removed: 2.83] [added: 3.16] | | % | | | | [removed: 3.17] [added: 2.83] | | % | | | | [removed: (0.34)] [added: 0.33] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 5,250] [added: 3,828] | | | | | $ | [removed: 5,925] [added: 5,250] | | | | | $ | [removed: (675)] [added: (1,422)] | | | | | [removed: (11.4)] [added: (27.1)] | | |

| Average number of table games | | | [removed: 240] [added: 235] | | | | | | [removed: 225] [added: 240] | | | | | | [removed: 15] [added: (5)] | | | | | | [removed: 6.7] [added: (2.1)] | | |

| Table games win % | | | [removed: 18.5] [added: 16.2] | | % | | | | [removed: 18.7] [added: 18.5] | | % | | | | [removed: (0.2)] [added: (2.3)] | | | | | | | | |

| Table games win per unit per day | | | $ | [removed: 4,720] [added: 2,284] | | | | | $ | [removed: 3,279] [added: 4,720] | | | | | $ | [removed: 1,441] [added: (2,436)] | | | | | [removed: 43.9] [added: (51.6)] | | |

| Average number of slot machines | | | [removed: 587] [added: 646] | | | | | | [removed: 504] [added: 587] | | | | | | [removed: 83] [added: 59] | | | | | | [removed: 16.5] [added: 10.1] | | |

| Slot machine win | | | $ | [removed: 35,483] [added: 31,768] | | | | | $ | [removed: 31,153] [added: 35,483] | | | | | $ | [removed: 4,330] [added: (3,715)] | | | | | [removed: 13.9] [added: (10.5)] | | |

| Slot machine win per unit per day | | | $ | [removed: 166] [added: 139] | | | | | $ | [removed: 176] [added: 166] | | | | | $ | [removed: (10)] [added: (27)] | | | | | [removed: (5.7)] [added: (16.3)] | | |

| Las Vegas [removed: Operations (2):] [added: Operations:] | | | | | | | | | | | | | | | | | | | | | | | |

In Everett, Massachusetts, we operate Encore Boston Harbor, an integrated resort.

We expect to use the proceeds from the EBH Transaction in accordance with the reinvestment and asset sale provisions of our senior secured credit facilities.

*COVID-19 Update*

Over the course of December 2022 and January 2023, Macau authorities relaxed or eliminated most COVID-19 related protective measures, and as of February 27, 2023, there are no remaining entry restrictions or mandatory quarantine requirements in place for travelers to Macau, and testing requirements for inbound travelers from the PRC, Hong Kong, and Taiwan have been discontinued.

Nevertheless, given the inherent uncertainty around the likelihood, extent, and timing of a potential reimposition of restrictions on the general public, travel, or certain activities, management is unable to reasonably predict whether such restrictions would impact our properties in the future, or the extent such restrictions, if reimposed, would impact our results of operations, cash flows, or financial condition.

We typically expect our win as a percentage of turnover from these operations to be within the range of 3.1% to 3.4%; however, reduced gaming volumes as a result of COVID-19 containment measures implemented in Macau may cause volatility in our Macau Operations’ VIP win percentages.

| Operating revenues | | | $ | 3,756,825 | | | | | $ | 3,763,664 | | | | | $ | (6,839) | | | | | (0.2) | | |

The decrease in operating revenues for the year ended December 31, 2022 was primarily driven by decreases of $472.7 million and $314.8 million at Wynn Palace and Wynn Macau, respectively, resulting from decreased gaming volumes due to certain travel-related restrictions and conditions, including COVID-19 testing and other procedures related to the COVID-19 pandemic.

The decrease in net loss attributable to Wynn Resorts, Limited for the year ended December 31, 2022 was primarily related to a gain recognized upon closing of the EBH Transaction and decreased marketing costs at Wynn Interactive.

| | | | 2022 | | | | | | 2021 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Wynn Palace | | | $ | 410,289 | | | | | $ | 883,007 | | | | | $ | (472,718) | | | | | (53.5) | | |

| Wynn Macau | | | 311,249 | | | | | | 626,015 | | | | | | (314,766) | | | | | | (50.3) | | |

| Total Macau Operations | | | 721,538 | | | | | | 1,509,022 | | | | | | (787,484) | | | | | | (52.2) | | |

| Las Vegas Operations | | | 2,132,136 | | | | | | 1,503,681 | | | | | | 628,455 | | | | | | 41.8 | | |

| Encore Boston Harbor | | | 831,073 | | | | | | 691,523 | | | | | | 139,550 | | | | | | 20.2 | | |

| Wynn Interactive | | | 72,078 | | | | | | 59,438 | | | | | | 12,640 | | | | | | 21.3 | | |

| | | | $ | 3,756,825 | | | | | $ | 3,763,664 | | | | | $ | (6,839) | | | | | (0.2) | | |

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

| | | | 2022 | | | | | | 2021 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Casino revenues | | | $ | 1,632,541 | | | | | $ | 2,133,420 | | | | | $ | (500,879) | | | | | (23.5) | | |

| Rooms | | | 802,138 | | | | | | 592,571 | | | | | | 209,567 | | | | | | 35.4 | | |

| Food and beverage | | | 846,214 | | | | | | 633,911 | | | | | | 212,303 | | | | | | 33.5 | | |

| Total non-casino revenues | | | 2,124,284 | | | | | | 1,630,244 | | | | | | 494,040 | | | | | | 30.3 | | |

| | | | $ | 3,756,825 | | | | | $ | 3,763,664 | | | | | $ | (6,839) | | | | | (0.2) | | |

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

Casino revenues decreased as a result of lower gaming volumes at our Macau Operations due to pandemic-related travel restrictions, offset by higher gaming volumes at our Las Vegas Operations and Encore Boston Harbor.

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

| | | | 2022 | | | | | | 2021 | | | | | | Increase/ (Decrease) | | | | | | Percent Change | | |

| Total casino revenues | | | $ | 255,886 | | | | | $ | 677,917 | | | | | $ | (422,031) | | | | | (62.3) | | |

| VIP turnover | | | $ | 2,641,321 | | | | | $ | 6,435,947 | | | | | $ | (3,794,626) | | | | | (59.0) | | |

| Table drop | | | $ | 1,312,786 | | | | | $ | 2,415,841 | | | | | $ | (1,103,055) | | | | | (45.7) | | |

| Table games win | | | $ | 282,138 | | | | | $ | 540,234 | | | | | $ | (258,096) | | | | | (47.8) | | |

| Slot machine handle | | | $ | 732,197 | | | | | $ | 1,454,577 | | | | | $ | (722,380) | | | | | (49.7) | | |

| Total casino revenues | | | $ | 216,639 | | | | | $ | 476,999 | | | | | $ | (260,360) | | | | | (54.6) | | |

| VIP turnover | | | $ | 1,771,143 | | | | | $ | 5,488,118 | | | | | $ | (3,716,975) | | | | | (67.7) | | |

| Table drop | | | $ | 1,170,633 | | | | | $ | 2,230,348 | | | | | $ | (1,059,715) | | | | | (47.5) | | |

| Table games win | | | $ | 189,769 | | | | | $ | 412,753 | | | | | $ | (222,984) | | | | | (54.0) | | |

| Slot machine handle | | | $ | 895,466 | | | | | $ | 1,057,303 | | | | | $ | (161,837) | | | | | (15.3) | | |

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

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

On June 23, 2019, we opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts.

*Macau Operations*

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.

Quarantine-free travel, subject to COVID-19 safeguards such as testing and the usual visa requirements, has been reintroduced between Macau and most areas and cities within the PRC, and in September 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.

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.

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 in Macau and other regions with access to 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.

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

In response to the COVID-19 outbreak, the Company’s Las Vegas Operations and Encore Boston Harbor each implemented certain COVID-19 specific protective 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.

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.

We expect our win as a percentage of turnover from these operations to be within the range of 2.7% to 3.0%.

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

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

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

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.

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 | | |

| 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 | | |

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

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.

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

We cannot assure you that these risk management strategies will have the desired effect, and interest rate fluctuations could have a negative impact on our results of [removed: operations.][added: operations and cash flows.]

The following table provides estimated future cash flow information derived from our best estimates of repayments as of December 31, [removed: 2021,] [added: 2022,] of our expected long-term indebtedness and related weighted average interest rates by expected maturity dates.

[removed: The one-month] LIBOR and HIBOR rates as of December 31, [removed: 2021] [added: 2022] of [removed: 0.10%] [added: 4.39%] and [removed: 0.15%,] [added: 4.35%,] respectively, were used for all variable rate calculations in the table below.

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

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | 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: 1,000.0] [added: 1,630.0] | | | | | $ | [removed: 4,730.0] [added: 3,100.0] | | | | | $ | 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] | | % | | | | [removed: 5.5] [added: 5.3] | | % | | | | 5.4 | | % | | | | 5.5 | | % |

| Variable rate | | | | | | $ | 50.0 | | | | | $ | [removed: 50.0] [added: 787.5] | | | | | $ | [removed: 787.5] [added: 2,115.5] | | | | | $ | [removed: 1,902.8] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 2,790.3] [added: 2,953.0] | |

As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 77.0%] [added: 76.0%] of our long-term debt was based on fixed rates.

Based on our borrowings as of December 31, [removed: 2021,] [added: 2022 and] an [added: interest rate collar on the Retail Term Loan, an] assumed 100 basis point [removed: change] [added: increase or decrease] in the variable rates would cause our annual interest expense to change by [removed: $22.4 million.][added: $23.4 million or $27.2 million, respectively.]

Based on our balances as of December 31, [removed: 2021,] [added: 2022,] an assumed 1% change in the U.S. dollar/Hong Kong dollar exchange rate would cause a foreign currency transaction gain/loss of [removed: $38.7] [added: $50.1] million.

The one-month

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

| Average interest rate | | | | | | 6.1 | | % | | | | 6.1 | | % | | | | 6.8 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 6.6 | | % |

The currency delineated in Wynn Macau SA's Gaming Concession Contract with the government of Macau is the Macau pataca (see Item 1 - "Business - Regulation and Licensing - Macau" for further discussion).

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

| Average interest rate | | | | | | 1.9 | | % | | | | 1.9 | | % | | | | 2.2 | | % | | | | 2.9 | | % | | | | — | | % | | | | — | | % | | | | 2.6 | | % |

The currency delineated in Wynn Macau SA's concession agreement with the government of Macau is the Macau pataca.

In addition, we hold an approximately [removed: 74%] [added: 97%] interest in Wynn Interactive Ltd. ("Wynn Interactive"), which operates [added: WynnBet,] our digital sports betting and casino gaming business.

[removed: Wynn Resorts files] [added: Our] annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and [added: all other reports and any] amendments of such reports [added: filed] with [added: or furnished to] the Securities and Exchange Commission [removed: ("SEC").][added: ("SEC") are available, without charge, at the SEC's website at http://www.sec.gov.]

In addition, through our corporate website at www.wynnresorts.com, Wynn Resorts provides a hyperlink to a third-party SEC filing website which [removed: posts these filings as soon as reasonably practicable,] [added: makes available all such reports and amendments and] where they can be [removed: reviewed] [added: viewed] without charge.

The information found on [added: or linked through] our website is not [added: incorporated by reference into this Annual Report on Form 10-K, nor does it form] a part of this Annual Report on Form 10-K or any other report we file with or furnish to the SEC.

[removed: Visitation to Macau has fallen significantly since] [added: Since] the outbreak of COVID-19, [added: visitation to Macau has fallen significantly,] driven by the strong deterrent effect of the COVID-19 pandemic on travel and social activities, quarantine measures put in place in Macau and elsewhere, travel and entry restrictions and conditions in Macau, the People's Republic of China [removed: ("PRC"),] [added: (the "PRC"),] Hong Kong [removed: Special Administrative Region of PRC ("Hong Kong")] and Taiwan involving COVID-19 [removed: testing,] [added: testing and mandatory quarantine,] among other things, [added: periods of mandatory closure of certain businesses] and [added: facilities, including gaming operations, and] the suspension or reduced accessibility of transportation to and from Macau.

As of December 31, [removed: 2021,] [added: 2022,] the Company had total cash and cash equivalents, excluding restricted cash, of [removed: $2.52] [added: $3.65] billion, and had access to [removed: $835.6] [added: $837.0] million of available borrowing capacity from the WRF Revolver [removed: and $212.5 million of available borrowing capacity from the WM Cayman II Revolver] (as defined [removed: and discussed further] in Item [removed: 8—"Financial] [added: 8 –"Financial] Statements and Supplementary Data," Note 7, "Long-Term Debt").

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

- Minimizing the [removed: harm] [added: consumption] and maximizing the benefit [removed: that we have] on our [removed: community and] environment by [removed: utilizing and] sourcing [added: renewable] energy and [removed: materials] [added: utilizing it] responsibly.

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

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 [added: Macau, the Greater Bay Area, and beyond.]

- Wynn Las Vegas and Encore [added: at Wynn Las Vegas] have each earned Five-Star status on the [removed: 2021] [added: 2023] Forbes Travel Guide ("FTG") Star Rating list and are the largest and second largest FTG Five-Star resorts in the world, respectively.

- Collectively, Wynn Resorts earned more FTG Five-Star awards than any other independent hotel company in the world in [removed: 2021.][added: 2023.]

- Wynn Palace garnered seven individual FTG Five-Star awards in [removed: 2021.][added: 2023.]

- Wynn Macau continues to be the only resort in the world with eight individual FTG Five-Star awards in [removed: 2021.][added: 2023.]

- Wynn Las Vegas and Encore [added: at Wynn Las Vegas] collectively received seven FTG Five-Star awards in [removed: 2021,] [added: 2023,] the most of any resorts in North America.

- Wynn Resorts was once again honored to be included on FORTUNE Magazine's [removed: 2021] [added: 2022] World's Most Admired Companies list in the hotel, casino, and resort category and ranked first overall in the category of Quality of Products/ Services among all international hotel companies.

The property features approximately [removed: 424,000] [added: 468,000] square feet of casino space with [removed: up to 323] [added: 287] table games and [removed: 1,035] [added: 560] slot [removed: machines available, of which 676 are currently in use,] [added: machines,] as well as private gaming salons and sky casinos.

In addition, Wynn [removed: Palace] [added: Macau] offers 14 food and beverage outlets, approximately [removed: 107,000] [added: 64,300] square feet of high-end, brand-name retail space, and approximately [removed: 37,000] [added: 31,000] square feet of meeting and convention space.

We [removed: have continued with] [added: are in] the design stages of developing the [removed: second] [added: next] phase of [removed: expansion of] Wynn Palace.

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

Located in the heart of downtown Macau, the property features approximately [removed: 252,000] [added: 294,000] square feet of casino space with [removed: up to 331] [added: 276] table games and [removed: 818] [added: 567] slot [removed: machines available, of which 583 are currently in use,] [added: machines,] as well as private gaming salons, sky casinos, and a poker room.

In addition, Wynn [removed: Macau] [added: Las Vegas] offers [removed: 14] [added: 34] food and beverage outlets, approximately [removed: 59,000] [added: 174,000] square feet of high-end, brand-name retail space, [removed: and] approximately [removed: 31,000] [added: 513,000] square feet of meeting and convention [removed: space.][added: space, and a golf course.]

The property features approximately 194,000 square feet of casino space with [removed: 223] [added: 233] table games and [removed: 1,751] [added: 1,674] slot machines, as well as private gaming salons, a sky casino, a poker room, and a race and sports book.

[removed: In addition, Wynn Las Vegas offers 32 food and beverage outlets,] approximately [removed: 155,000] [added: 107,000] square feet of high-end, brand-name retail space, and approximately [removed: 513,000] [added: 37,000] square feet of meeting and convention space.

Our nightlife and entertainment offerings at Wynn Las Vegas include [removed: three] [added: two] nightclubs and a beach club, and two theaters presenting entertainment productions and various headliner entertainment acts.

The property features approximately [removed: 211,000] [added: 213,000] square feet of casino space with [removed: 184] [added: 197] table [removed: games] [added: games, 24 poker tables] and approximately [removed: 2,766] [added: 2,546] slot machines, private and high-limit gaming areas, and a [removed: poker room.][added: sports book.]

In addition, Encore Boston Harbor offers [removed: 15] [added: 16] food and beverage outlets and a nightclub, approximately [removed: 10,000] [added: 9,000] square feet of retail space, and approximately 71,000 square feet of meeting and convention space.

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 [added: (the "Marjan Project")] on Island 3, Al Marjan Island in the Emirate of Ras al Khaimah, United Arab Emirates.

The [removed: project] [added: Marjan Project, which] is [added: currently in the design phase, is] anticipated to be completed and open to the public in [removed: 2026,] [added: early 2027,] 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.

Wynn Resorts holds an approximately [removed: 74%] [added: 97%] interest in, and consolidates, Wynn Interactive.

Wynn Interactive's subsidiary operates the digital sports betting [removed: app, WynnBET, which is currently operational] [added: and casino gaming business known as WynnBET] in [removed: New Jersey,] [added: Arizona,] Colorado, [added: Indiana, Louisiana,] Michigan, [removed: Virginia,][added: New Jersey, New York, Tennessee, and Virginia.]

We compete with other high-quality resorts [removed: located near our properties] on the basis of the range of amenities, level of service, price, location, entertainment, themes and size, among other factors.

[removed: Notwithstanding] [added: Following the cessation of] certain COVID-19 pandemic-related travel restrictions [removed: that remain] in [removed: place,] [added: January 2023,] the journey between Macau and Hong Kong takes approximately 15 minutes by helicopter, 30 minutes by road via the Hong Kong-Zhuhai-Macau Bridge, and one hour by jetfoil ferry.

In addition to Wynn Resorts (Macau) S.A. ("Wynn Macau SA"), SJM [removed: Holdings Limited] [added: Resorts, S.A.] ("SJM"), Galaxy [removed: Entertainment Group Limited] [added: Casino, S.A.] ("Galaxy"), [removed: Sands China Ltd. ("Sands"),] [added: Venetian Macau, S.A. ("Venetian Macau"),] Melco [removed: International Development] [added: Resorts (Macau)] Limited ("Melco"), and MGM [removed: China Holdings] [added: Grand Paradise] Limited ("MGM [removed: China")] [added: Macau")] are permitted to operate casinos in Macau, with a total of [removed: 42] [added: 30] casinos currently in operation.

Visitation to Macau grew significantly in [removed: recent years, but has fallen meaningfully since] the [added: years leading up to the] outbreak of [removed: COVID-19,] [added: COVID-19 in December 2019, but has since fallen meaningfully,] primarily due to certain border control and other travel related restrictions [removed: put] [added: which were] in place [added: throughout the years ended December 31, 2022 and 2021] as a result of the [removed: COVID-19] pandemic.

According to the Macau Statistics and Census Service Monthly Bulletin of Statistics, tourist arrivals in Macau decreased [removed: 80.4%] [added: 85.5%] in [removed: 2021] [added: 2022] compared to [removed: 2019.][added: 2019, and 26.0% in 2022 compared to 2021.]

According to Macau Statistical Information, annual gaming revenues were $36.5 billion in 2019, before falling to $7.6 billion in [removed: 2020 and] [added: 2020,] $10.8 billion in [removed: 2021, respectively,] [added: 2021 and $5.3 billion in 2022,] due to various quarantine measures and travel and entry restrictions and conditions since the outbreak of COVID-19.

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

Our Macau Operations face competition primarily from the [removed: 40] [added: 28] 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.

Additionally, certain other Asian countries and regions have legalized or in the future may legalize gaming, such as Japan, [removed: Taiwan] [added: Taiwan,] and Thailand, which could increase competition for our Macau Operations.

In Everett, Massachusetts, we operate Encore Boston Harbor, an integrated resort.

Over the course of December 2022 and January 2023, Macau authorities relaxed or eliminated most COVID-19 related protective measures, and as of February 27, 2023, there are no remaining entry restrictions or mandatory quarantine requirements in place for travelers to Macau, and testing requirements for inbound travelers from the PRC, Hong Kong, and Taiwan have been discontinued.

Nevertheless, given the inherent uncertainty around the likelihood, extent, and timing of a potential reimposition of restrictions on the general public, travel, or certain activities, management is unable to reasonably predict whether such restrictions would impact our properties in the future, or the extent such restrictions, if reimposed, would impact our results of operations, cash flows, or financial condition.

As of December 31, 2022, the WM Cayman II Revolver (as defined in Item 8 – "Financial Statements and Supplementary Data," Note 7, "Long-Term Debt") was fully drawn.

As a result of the negative impact the COVID-19 pandemic has had, and may continue to have, on our operating income, the Company has suspended its dividend program.

Given the Company's liquidity position as of December 31, 2022, the Company believes it will be able to support continuing operations and respond to a potential reimposition of COVID-19 related restrictions on the general public, travel, or certain activities and their related economic disruptions.

We voluntarily use

green power to reduce carbon emissions and drive toward our corporate sustainability goals.

In addition, Wynn Palace offers 14 food and beverage outlets,

In November 2022 we completed the reconfiguration of one of our theater spaces, which now hosts an exclusive theatrical production, *Awakening*.

Wynn Resorts holds a minority equity interest in the entity which owns the Marjan Project.

According to the Las Vegas Convention and Visitors Authority, overall Las Vegas visitor volume was 38.8 million in 2022, a 20.5% increase from 32.2 million in 2021.

On December 16, 2022, Wynn Macau SA, an indirect subsidiary of the Company, entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the Macau government, pursuant to which Wynn Macau SA was granted a 10-year gaming concession commencing on January 1, 2023 and expiring on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau.

The Gaming Concession Contract between Wynn Macau SA and the Macau government requires Wynn Macau SA to operate two casinos: "Casino Wynn Macau" and "Casino Wynn Palace."

Under the Gaming Concession Contract, Wynn Macau SA provided a first demand bank guarantee of MOP1.00 billion (approximately $124.5 million) in favor of the Macau government to support Wynn Macau SA’s legal and contractual obligations, from January 1, 2023 until one hundred and eighty days after the term of the Gaming Concession Contract expires or the rescission of the concession.

Pursuant to the Gaming Concession Contract and applicable Macau laws, Macau government may rescind the gaming concession if Wynn Macau SA fails to fulfill its obligations under the Macau law or the Gaming Concession Contract, including in the circumstances of (i) endangerment to the national security of mainland China or Macau, (ii) failure on the part of Wynn Macau SA to perform its obligations under the Gaming Concession Contract, (iii) public interest, and (iv) Wynn Macau SA ceasing to be eligible for the gaming concession under the Macau gaming law.

If the Macau government rescinds the Gaming Concession Contract due to Wynn Macau SA’s non-fulfilment , or perceived non-fulfillment, of its obligations, Wynn Macau SA will be required to transfer to the Macau government, free from any encumbrance or lien and without compensation, all of its casinos, gaming assets and equipment and ownership rights to its casino areas in Macau.

Beginning in the eighth year of Wynn Macau SA’s concession, the Macau government may exercise its right to redeem the concession by providing Wynn Macau SA with at least one-year prior written notice.

In such event, Wynn Macau SA would be entitled to fair and equitable compensation pursuant to the Macau gaming law.

The amount of such compensation relating to the projects agreed with the Macau government would be determined based on the earnings of these projects, before interest, depreciation and amortization for the fiscal year immediately preceding the date the redemption is declared, multiplied by the number of years remaining on the term of the Gaming Concession Contract.

Wynn Macau SA is required to obtain prior approval from the relevant Macau authorities or officials for various corporate changes and actions, including expansion of its business scope, issuance of shares, transfer of or creation of any encumbrances over its shares, issuance of debt securities, change of its managing director or the authority delegated thereto, change of its articles of association, certain transfers of property rights and creditor’s rights, entering into a consumer loan contract or similar contract with a value equal to or exceeding MOP100.0 million (approximately US$12.5 million), and granting of a loan to any of its directors, shareholders or key employees.

Wynn Macau SA is required to notify the Macau government of certain other changes, including any loan, mortgage, claim for obligation, guarantee or the assumption of any debt for financing its business with a value that equals to or exceeds MOP16.0 million (approximately US$2.0 million).

In particular, Wynn Macau SA is required to notify the Chief Executive of Macau at least five working days in advance prior to making financial decisions (i) related to the transfer of funds within Wynn Macau SA which exceeds 50% of its share capital, (ii) related to employee salaries, remuneration or benefits which exceed 10% of its share capital, and (iii) not related to above items (i) and (ii), whose value exceeding 10% of its share capital.

Pursuant to the Gaming Concession Contract, Wynn Macau SA is required to submit to the Macau government an annual execution proposal of the specific projects mentioned in the Investment Plan annexed to the Gaming Concession Contract which it intends to execute in the following year by September 30, of each calendar year, detailing each project it intends to invest, the investment amount and the execution schedule for the relevant year for the purpose of government approval.

The annual execution proposal for the year 2023 should be submitted in March 2023.

Within 60 days after submission of each annual execution proposal, the Macau government will decide on its approval, and may request adjustments to specific projects,

the investment amount and the execution schedule.

If any of our annual execution proposals or parts thereof are not approved by the Macau government, Wynn Macau SA is obliged to propose allocating the relevant funds to other projects related with its activity, which are also subject to acceptance by the Macau government.

Wynn Macau SA is required to submit a report on the execution of the previous year’s execution proposal by March 31st of each calendar year.

In addition, Wynn Macau SA is subject to the supervision of the Macau government as regards the execution of development projects included in the Investment Plan, and Wynn Macau SA must submit regular progress reports every two months, and may be requested to submit exceptional detailed reports whenever the normal progress of any development project included in the Investment Plan is compromised.

The Nevada Gaming Authorities may

We

Encore Boston Harbor was granted a sports wagering license by the MGC on December 8, 2022 under 2022 legislation legalizing sports wagering in Massachusetts.

Under the 2022 legislation, Encore Boston Harbor is authorized to operate a sportsbook and is entitled to two individually branded mobile platforms.

The initial term of the sports wagering licenses, which carries a $5,000,000.00 initial license fee, is 5 years.

Sports wagering licenses are also subject to additional regulatory fees.

The Commonwealth of Massachusetts receives 15% of gross retail sports wagering revenues.

Under the Massachusetts Gaming Act, the MGC is charged with “establishing the financial stability and integrity of gaming licensees, as well as the integrity of their sources of financing” this includes the licensure or qualification of certain persons with a financial interest in a gaming licensee or in a gaming establishment.

The Gaming Act requires licensure of anyone with a financial interest in a gaming establishment, or with a financial interest in the business of the gaming licensee or

who is a close associate of a gaming licensee.

On June 23, 2019, we opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts.

Any document Wynn Resorts files may be inspected, without charge, at the SEC's website at http://www.sec.gov.

Information related to the operation of the SEC's public reference room may be obtained by calling the SEC at 1-800-SEC-0330.

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.

Quarantine-free travel, subject to COVID-19 safeguards such as testing and the usual visa requirements, has been reintroduced between Macau and most areas and cities within the PRC, and in September 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.

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 in Macau and other regions with access to 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.

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

*Las Vegas Operations and Encore Boston Harbor*

In response to the COVID-19 outbreak, the Company’s Las Vegas Operations and Encore Boston Harbor each implemented COVID-19 specific protective 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.

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.

The Company has suspended its dividend program.

Given the Company's liquidity position at December 31, 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 COVID-19 pandemic challenges.

*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.

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

In November 2019, we opened the first phase of our Lakeside Casino expansion at Wynn Macau which features 44 mass market table games and a refurbished high-limit slot area.

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 near future, depending on market conditions and other factors.

In October 2019, we reopened the newly reconfigured Wynn Las Vegas golf course, which had been closed since 2017.

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

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

Travel to Macau by citizens of the PRC requires a visa.

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.

Subconcessions may be awarded subject to the approval of the Macau government and each concessionaire has issued one subconcession.

The concession agreement between Wynn Macau SA and the Macau government required Wynn Macau SA to construct and operate one or more casino gaming properties in Macau, including, at a minimum, one full-service casino resort by the end of December 2006, and to invest not less than a total of 4 billion Macau patacas (approximately $500.0 million) in Macau-related projects by June 2009.

These obligations were satisfied upon the opening of Wynn Macau in 2006.

Wynn Macau SA was also obligated to obtain, and did obtain, a 700.0 million Macau pataca (approximately $87.0 million) bank guarantee from Banco National Ultramarino, S.A. ("BNU") that was effective until March 31, 2007.

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.

| | | | For the fiscal year ended December 31, [removed: 2021] [added: 2022] | | |

The aggregate market value of the registrant's [removed: voting and non-voting common stock] [added: Common Stock] held by non-affiliates based on the closing price [added: per share] as reported on the Nasdaq Global Select Market on June 30, [removed: 2021] [added: 2022] was approximately [removed: $12.90] [added: $5.91] billion.

As of February [removed: 16, 2022, 115,898,704] [added: 14, 2023, 113,687,786] shares of the registrant's Common Stock, $0.01 par value, were outstanding.

Portions of the registrant's Proxy Statement for its [removed: 2022] [added: 2023] 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](#ie4db90b58bb24c7b8cb599f2282c310d_13)] [added: [Business](#iee82e56f6e1248ab9821e2399c8037c9_13)] | | | [removed: [3](#ie4db90b58bb24c7b8cb599f2282c310d_13)] [added: [3](#iee82e56f6e1248ab9821e2399c8037c9_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ie4db90b58bb24c7b8cb599f2282c310d_16)] [added: Factors](#iee82e56f6e1248ab9821e2399c8037c9_16)] | | | [removed: [19](#ie4db90b58bb24c7b8cb599f2282c310d_16)] [added: [18](#iee82e56f6e1248ab9821e2399c8037c9_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ie4db90b58bb24c7b8cb599f2282c310d_19)] [added: Comments](#iee82e56f6e1248ab9821e2399c8037c9_19)] | | | [removed: [33](#ie4db90b58bb24c7b8cb599f2282c310d_19)] [added: [31](#iee82e56f6e1248ab9821e2399c8037c9_19)] | | |

| Item 2. | | | [removed: [Properties](#ie4db90b58bb24c7b8cb599f2282c310d_22)] [added: [Properties](#iee82e56f6e1248ab9821e2399c8037c9_22)] | | | [removed: [34](#ie4db90b58bb24c7b8cb599f2282c310d_22)] [added: [32](#iee82e56f6e1248ab9821e2399c8037c9_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ie4db90b58bb24c7b8cb599f2282c310d_25)] [added: Proceedings](#iee82e56f6e1248ab9821e2399c8037c9_25)] | | | [removed: [34](#ie4db90b58bb24c7b8cb599f2282c310d_25)] [added: [32](#iee82e56f6e1248ab9821e2399c8037c9_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ie4db90b58bb24c7b8cb599f2282c310d_28)] [added: Disclosures](#iee82e56f6e1248ab9821e2399c8037c9_28)] | | | [removed: [34](#ie4db90b58bb24c7b8cb599f2282c310d_28)] [added: [32](#iee82e56f6e1248ab9821e2399c8037c9_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie4db90b58bb24c7b8cb599f2282c310d_34)] [added: Securities](#iee82e56f6e1248ab9821e2399c8037c9_34)] | | | [removed: [35](#ie4db90b58bb24c7b8cb599f2282c310d_34)] [added: [33](#iee82e56f6e1248ab9821e2399c8037c9_34)] | | |

| Item 6. | | | [removed: [Reserved](#ie4db90b58bb24c7b8cb599f2282c310d_37)] [added: [Reserved](#iee82e56f6e1248ab9821e2399c8037c9_37)] | | | [removed: [36](#ie4db90b58bb24c7b8cb599f2282c310d_37)] [added: [34](#iee82e56f6e1248ab9821e2399c8037c9_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie4db90b58bb24c7b8cb599f2282c310d_40)] [added: Operations](#iee82e56f6e1248ab9821e2399c8037c9_40)] | | | [removed: [37](#ie4db90b58bb24c7b8cb599f2282c310d_40)] [added: [35](#iee82e56f6e1248ab9821e2399c8037c9_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie4db90b58bb24c7b8cb599f2282c310d_67)] [added: Risk](#iee82e56f6e1248ab9821e2399c8037c9_67)] | | | [removed: [55](#ie4db90b58bb24c7b8cb599f2282c310d_67)] [added: [53](#iee82e56f6e1248ab9821e2399c8037c9_67)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ie4db90b58bb24c7b8cb599f2282c310d_70)] [added: Data](#iee82e56f6e1248ab9821e2399c8037c9_70)] | | | [removed: [57](#ie4db90b58bb24c7b8cb599f2282c310d_70)] [added: [55](#iee82e56f6e1248ab9821e2399c8037c9_70)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie4db90b58bb24c7b8cb599f2282c310d_169)] [added: Disclosure](#iee82e56f6e1248ab9821e2399c8037c9_169)] | | | [removed: [109](#ie4db90b58bb24c7b8cb599f2282c310d_169)] [added: [103](#iee82e56f6e1248ab9821e2399c8037c9_169)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ie4db90b58bb24c7b8cb599f2282c310d_172)] [added: Procedures](#iee82e56f6e1248ab9821e2399c8037c9_172)] | | | [removed: [109](#ie4db90b58bb24c7b8cb599f2282c310d_172)] [added: [103](#iee82e56f6e1248ab9821e2399c8037c9_172)] | | |

| Item 9B. | | | [Other [removed: Information](#ie4db90b58bb24c7b8cb599f2282c310d_175)] [added: Information](#iee82e56f6e1248ab9821e2399c8037c9_175)] | | | [removed: [109](#ie4db90b58bb24c7b8cb599f2282c310d_175)] [added: [103](#iee82e56f6e1248ab9821e2399c8037c9_175)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie4db90b58bb24c7b8cb599f2282c310d_2063)] [added: Inspections](#iee82e56f6e1248ab9821e2399c8037c9_178)] | | | [removed: [109](#ie4db90b58bb24c7b8cb599f2282c310d_175)] [added: [103](#iee82e56f6e1248ab9821e2399c8037c9_175)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie4db90b58bb24c7b8cb599f2282c310d_181)] [added: Governance](#iee82e56f6e1248ab9821e2399c8037c9_184)] | | | [removed: [110](#ie4db90b58bb24c7b8cb599f2282c310d_181)] [added: [104](#iee82e56f6e1248ab9821e2399c8037c9_184)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ie4db90b58bb24c7b8cb599f2282c310d_184)] [added: Compensation](#iee82e56f6e1248ab9821e2399c8037c9_187)] | | | [removed: [110](#ie4db90b58bb24c7b8cb599f2282c310d_184)] [added: [104](#iee82e56f6e1248ab9821e2399c8037c9_187)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie4db90b58bb24c7b8cb599f2282c310d_187)] [added: Matters](#iee82e56f6e1248ab9821e2399c8037c9_190)] | | | [removed: [110](#ie4db90b58bb24c7b8cb599f2282c310d_187)] [added: [104](#iee82e56f6e1248ab9821e2399c8037c9_190)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie4db90b58bb24c7b8cb599f2282c310d_190)] [added: Independence](#iee82e56f6e1248ab9821e2399c8037c9_193)] | | | [removed: [110](#ie4db90b58bb24c7b8cb599f2282c310d_190)] [added: [104](#iee82e56f6e1248ab9821e2399c8037c9_193)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ie4db90b58bb24c7b8cb599f2282c310d_193)] [added: Services](#iee82e56f6e1248ab9821e2399c8037c9_196)] | | | [removed: [110](#ie4db90b58bb24c7b8cb599f2282c310d_193)] [added: [104](#iee82e56f6e1248ab9821e2399c8037c9_196)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ie4db90b58bb24c7b8cb599f2282c310d_199)] [added: Schedules](#iee82e56f6e1248ab9821e2399c8037c9_202)] | | | [removed: [111](#ie4db90b58bb24c7b8cb599f2282c310d_199)] [added: [105](#iee82e56f6e1248ab9821e2399c8037c9_202)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ie4db90b58bb24c7b8cb599f2282c310d_208)] [added: Summary](#iee82e56f6e1248ab9821e2399c8037c9_211)] | | | [removed: [115](#ie4db90b58bb24c7b8cb599f2282c310d_208)] [added: [109](#iee82e56f6e1248ab9821e2399c8037c9_211)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b) ☐

| [PART I](#iee82e56f6e1248ab9821e2399c8037c9_10) | | | | | | | | |

| [PART II](#iee82e56f6e1248ab9821e2399c8037c9_31) | | | | | | | | |

| [PART III](#iee82e56f6e1248ab9821e2399c8037c9_181) | | | | | | | | |

| [PART IV](#iee82e56f6e1248ab9821e2399c8037c9_199) | | | | | | | | |

| [Signatures](#iee82e56f6e1248ab9821e2399c8037c9_214) | | | | | | [110](#iee82e56f6e1248ab9821e2399c8037c9_214) | | |

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

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

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

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

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

| Encore Boston Harbor [added: (3)] | | | | | | 34 | | | | | | Located in Everett, Massachusetts, adjacent to Boston along the Mystic River. | | |

| Other [removed: (3)] [added: (4)] | | | | | | 54 | | | | | | Located in Las Vegas, Nevada, and Everett, Massachusetts. | | |

[removed: (3)] [added: (4)] 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.

(3) Subject to a triple-net lease with an initial term of 30 years, with one 30-year renewal option.

Any decision to declare and pay dividends in the future will be made at the discretion of our Board [added: of Directors] and will depend on, among other things, our results of operations, financial condition, cash [added: flows, working capital and capital expenditure] requirements, contractual restrictions [added: (including under the agreements governing our debt facilities)] and other factors that our Board may deem [removed: relevant.][added: relevant at that time.]

There were approximately [removed: 140] [added: 166] holders of record of our common stock as of February [removed: 16, 2022.][added: 14, 2023.]

The following table summarizes the shares [added: we] repurchased in satisfaction of [added: employee] tax withholding obligations on vested restricted stock during the [removed: quarter] [added: three months] ended December 31, [removed: 2021:][added: 2022, which were not part of the Company's publicly announced equity repurchase program:]

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $800.1] [added: $628.8] million in repurchase authority [added: remaining] under the [added: equity repurchase] program.

The performance graph assumes that $100 was invested on December 31, [removed: 2016] [added: 2017] 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: ]

Market Information and Dividend Policy

As a result, the Company has not paid any dividends since the first fiscal quarter of 2020.

The following table summarizes the share repurchases made by the Company under its publicly announced equity repurchase program during the three months ended December 31, 2022:

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

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

| For the Month Ended | | | | | | Number of Shares Repurchased | | | | | | Weighted Average Price Paid Per Share | | | | | | Shares Repurchased as Part of a Publicly Announced Program | | | | | | Approximate Dollar Value Remaining Under the Program (in thousands) (1) | | |

| October 31, 2022 | | | | | | 82,900 | | | | | | $ | 59.08 | | | | | 82,900 | | | | | | $ | 628,841 | |

| November 30, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 628,841 | |

| December 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 628,841 | |

(1) In April 2016, the Company's Board of Directors authorized an equity repurchase program of up to $1.00 billion of our common stock.

Repurchases may be made at the discretion of the Company from time to time on the open market or in privately negotiated transactions.

The Company is not obligated to make any repurchases, and the repurchase program may be discontinued at any time.

Any shares acquired are available for general corporate purposes.

Any shares repurchased during the periods presented are held as treasury shares.

| October 31, 2022 | | | | | | 3,501 | | | | | | $ | 66.33 | | | | | $ | 232 | |

| November 30, 2022 | | | | | | 11,091 | | | | | | $ | 68.75 | | | | | $ | 762 | |

| December 31, 2022 | | | | | | 35,292 | | | | | | $ | 84.49 | | | | | $ | 2,982 | |

Market Information and Related Stockholder Matters

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 $841.9 million, net of $17.7 million in underwriting discounts and commissions.

The Company used $716.0 million of the proceeds from the equity offering to repay the then outstanding borrowings under the WRF Revolver, and used the remaining net proceeds for general corporate purposes.

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

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

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

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

| [Reports of Independent Registered Public Accounting [removed: Firm](#ie4db90b58bb24c7b8cb599f2282c310d_73)] [added: Firm](#iee82e56f6e1248ab9821e2399c8037c9_73)] (PCAOB ID: 42) | | | [removed: [58](#ie4db90b58bb24c7b8cb599f2282c310d_73)] [added: [56](#iee82e56f6e1248ab9821e2399c8037c9_73)] | | |

| [Consolidated Balance [removed: Sheets](#ie4db90b58bb24c7b8cb599f2282c310d_82)] [added: Sheets](#iee82e56f6e1248ab9821e2399c8037c9_82)] | | | [removed: [61](#ie4db90b58bb24c7b8cb599f2282c310d_82)] [added: [59](#iee82e56f6e1248ab9821e2399c8037c9_82)] | | |

| [Consolidated Statements of [removed: Operations](#ie4db90b58bb24c7b8cb599f2282c310d_85)] [added: Operations](#iee82e56f6e1248ab9821e2399c8037c9_85)] | | | [removed: [62](#ie4db90b58bb24c7b8cb599f2282c310d_85)] [added: [60](#iee82e56f6e1248ab9821e2399c8037c9_85)] | | |

[removed: | [Consolidated Statements of Comprehensive Income (Loss)](#ie4db90b58bb24c7b8cb599f2282c310d_88) | | | [63](#ie4db90b58bb24c7b8cb599f2282c310d_88) | | |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS]

| [Consolidated Statements of Stockholders’ Equity [removed: (Deficit)](#ie4db90b58bb24c7b8cb599f2282c310d_91)] [added: (Deficit)](#iee82e56f6e1248ab9821e2399c8037c9_91)] | | | [removed: [64](#ie4db90b58bb24c7b8cb599f2282c310d_91)] [added: [62](#iee82e56f6e1248ab9821e2399c8037c9_91)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ie4db90b58bb24c7b8cb599f2282c310d_94)] [added: Flows](#iee82e56f6e1248ab9821e2399c8037c9_94)] | | | [removed: [65](#ie4db90b58bb24c7b8cb599f2282c310d_94)] [added: [63](#iee82e56f6e1248ab9821e2399c8037c9_94)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie4db90b58bb24c7b8cb599f2282c310d_97)] [added: Statements](#iee82e56f6e1248ab9821e2399c8037c9_97)] | | | [removed: [66](#ie4db90b58bb24c7b8cb599f2282c310d_97)] [added: [64](#iee82e56f6e1248ab9821e2399c8037c9_97)] | | |

| [Quarterly Consolidated Financial Information [removed: (Unaudited)](#ie4db90b58bb24c7b8cb599f2282c310d_166)] [added: (Unaudited)](#iee82e56f6e1248ab9821e2399c8037c9_166)] | | | [removed: [108](#ie4db90b58bb24c7b8cb599f2282c310d_166)] [added: [102](#iee82e56f6e1248ab9821e2399c8037c9_166)] | | |

We have audited Wynn Resorts, Limited and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: loss,] stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a)2 and our report dated February [removed: 28, 2022] [added: 27, 2023] expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying [removed: Management] [added: Management’s] Report on Internal Control Over Financial Reporting.

We have audited the accompanying consolidated balance sheets of Wynn Resorts, Limited and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: loss,] stockholders' equity (deficit) and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 28, 2022] [added: 27, 2023] expressed an unqualified opinion thereon.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or [removed: disclosure] [added: disclosures] to which it relates.

| [removed: Allowance] [added: Less: allowance] for [removed: Credit Losses on Casino Receivables] [added: credit losses] | | | [added: (78,842)] | | | [added: | | | (111,319) | | |]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 2,522,530] [added: 3,650,440] | | | | | $ | [removed: 3,482,032] [added: 2,522,530] | |

| Restricted cash | | | [removed: 4,896] [added: 4,819] | | | | | | [removed: —] [added: 4,896] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $111,319] [added: $78,842] and [removed: $100,329] [added: $111,319] | | | [removed: 199,463] [added: 216,033] | | | | | | [removed: 200,158] [added: 199,463] | | |

| Inventories | | | [removed: 69,967] [added: 70,094] | | | | | | [removed: 66,285] [added: 69,967] | | |

| Prepaid expenses and other | | | [removed: 79,061] [added: 88,201] | | | | | | [removed: 64,672] [added: 79,061] | | |

| Total current assets | | | [removed: 2,875,917] [added: 4,029,587] | | | | | | [removed: 3,813,147] [added: 2,875,917] | | |

| Property and equipment, net | | | [removed: 8,765,308] [added: 6,896,060] | | | | | | [removed: 9,196,644] [added: 8,765,308] | | |

| Restricted cash | | | [removed: 3,641] [added: 127,731] | | | | | | [removed: 4,352] [added: 3,641] | | |

| Goodwill and intangible assets, net | | | [removed: 307,578] [added: 245,253] | | | | | | [removed: 278,195] [added: 307,578] | | |

| Operating lease assets | | | [removed: 371,365] [added: 1,853,164] | | | | | | [removed: 398,594] [added: 371,365] | | |

| Other assets | | | [removed: 207,017] [added: 263,305] | | | | | | [removed: 178,615] [added: 207,017] | | |

| [removed: Total assets] [added: Total] | | | $ | [added: 13,415,100 | | | | | $ |] 12,530,826 | | | | | $ | 13,869,547 | |

| Accounts and construction payables | | | $ | [removed: 170,542] [added: 197,474] | | | | | $ | [removed: 148,478] [added: 170,542] | |

| Customer deposits | | | [removed: 436,388] [added: 506,148] | | | | | | [removed: 646,856] [added: 436,388] | | |

| Gaming taxes payable | | | [removed: 73,173] [added: 44,967] | | | | | | [removed: 66,346] [added: 73,173] | | |

| Accrued compensation and benefits | | | [removed: 206,225] [added: 187,160] | | | | | | [removed: 126,846] [added: 206,225] | | |

| Accrued interest | | | [removed: 132,877] [added: 135,630] | | | | | | [removed: 136,421] [added: 132,877] | | |

| Current portion of long-term debt | | | [removed: 50,000] [added: 547,543] | | | | | | [removed: 596,408] [added: 50,000] | | |

| Other accrued liabilities | | | [removed: 218,675] [added: 192,501] | | | | | | [removed: 159,533] [added: 218,675] | | |

| Total current liabilities | | | [removed: 1,287,880] [added: 1,811,423] | | | | | | [removed: 1,880,888] [added: 1,287,880] | | |

| Long-term debt | | | [removed: 11,884,546] [added: 11,569,316] | | | | | | [removed: 12,469,362] [added: 11,884,546] | | |

| Long-term operating lease liabilities | | | [removed: 115,187] [added: 1,615,157] | | | | | | [removed: 123,124] [added: 115,187] | | |

February 27, 2023

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

| Accounting for the sale and leaseback of real estate assets | | | | | |

| *Description of the Matter* | | | As described in Notes 1, 5 and 15 to the Company’s consolidated financial statements, the Company closed on a sale-leaseback arrangement with respect to certain real estate assets related to Encore Boston Harbor (the "EBH Transaction") during the year ended December 31, 2022. Upon closing of the EBH Transaction, the Company received cash proceeds of approximately $1.7 billion in exchange for the sale of such real estate assets, recognized a gain on sale of $182.0 million, and concurrently entered into a lease agreement with respect to the sold assets for the purpose of continuing to operate the Encore Boston Harbor integrated resort. Upon entering into the lease agreement, the Company recognized an operating lease asset and a corresponding operating lease liability of $1.5 billion. Auditing management’s evaluation of the EBH Transaction was especially challenging due to the complexity in management’s assessment of (i) whether control of the underlying real estate assets was transferred by the Company and (ii) the lease classification as an operating or a finance lease. Auditing these assessments made by management involved especially challenging auditor judgment, including the need to involve our valuation specialists. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s assessment of the accounting for the EBH transaction, including controls over the significant judgments made in the assessment, estimates used in the assessment and the completeness and accuracy of data used by management. To test the accounting for the EBH Transaction, our audit procedures included, among others, (i) inspection of the sale and leaseback agreements, (ii) evaluating the significant judgments made by management in the accounting assessment (e.g. when control of the asset transferred to the buyer-lessor), and (iii) evaluating the classification of the lease under ASC 842, including evaluating the completeness and accuracy of the underlying data used by management. With the assistance of our valuation specialists, we also tested the fair value of the property sold and the incremental borrowing rate used in the lease classification test by developing a range of independent estimates and comparing those to the estimates selected by management. | | |

February 27, 2023

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

| | | | 2022 | | | | | | 2021 | | |

| Total assets | | | $ | 13,415,100 | | | | | $ | 12,530,826 | |

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

| Gain on EBH Transaction, net | | | (181,989) | | | | | | — | | | | | | — | | |

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (423,856) | | | | | | (423,856) | | | | | | (285,512) | | | | | | (709,368) | | |

| Currency translation adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,408) | | | | | | — | | | | | | (6,408) | | | | | | (2,441) | | | | | | (8,849) | | |

| Issuance of restricted stock | | | 797,419 | | | | | | 9 | | | | | | — | | | | | | 9,279 | | | | | | — | | | | | | — | | | | | | 9,288 | | | | | | — | | | | | | 9,288 | | |

| Contribution from noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | 48,559 | | | | | | — | | | | | | — | | | | | | 48,559 | | | | | | 1,474 | | | | | | 50,033 | | |

| Transactions with subsidiary minority shareholders | | | 124,481 | | | | | | 1 | | | | | | — | | | | | | (14,053) | | | | | | — | | | | | | — | | | | | | (14,052) | | | | | | 14,052 | | | | | | — | | |

| Subsidiary equity issuance | | | — | | | | | | — | | | | | | — | | | | | | (18,717) | | | | | | — | | | | | | — | | | | | | (18,717) | | | | | | 21,613 | | | | | | 2,896 | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | — | | | | | | 56,139 | | | | | | — | | | | | | 126 | | | | | | 56,265 | | | | | | 10,828 | | | | | | 67,093 | | |

| Balances, December 31, 2022 | | | 113,369,439 | | | | | | $ | 1,323 | | | | | $ | (1,623,872) | | | | | $ | 3,583,923 | | | | | $ | (404) | | | | | $ | (2,711,808) | | | | | $ | (750,838) | | | | | $ | (889,527) | | | | | $ | (1,640,365) | |

[Table o](#iee82e56f6e1248ab9821e2399c8037c9_7)[f Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Depreciation and amortization | | | 692,318 | | | | | | 715,962 | | | | | | 725,502 | | |

| Gain on EBH Transaction, net | | | (181,989) | | | | | | — | | | | | | — | | |

| Proceeds from EBH Transaction | | | 1,700,000 | | | | | | — | | | | | | — | | |

| Proceeds from sale of noncontrolling interest in subsidiary | | | 50,033 | | | | | | — | | | | | | — | | |

[Table of Contents](#iee82e56f6e1248ab9821e2399c8037c9_7)[](#iee82e56f6e1248ab9821e2399c8037c9_7)[](#iee82e56f6e1248ab9821e2399c8037c9_7)[](#iee82e56f6e1248ab9821e2399c8037c9_7)

The Company also holds an approximately 97% interest in, and consolidates, Wynn Interactive Ltd. ("Wynn Interactive"), through which it operates online sports betting, gaming, and social casino businesses.

On December 16, 2022, Wynn Resorts (Macau), S.A. ("Wynn Macau SA"), an indirect subsidiary of the Company, entered into a definitive gaming concession contract (the "Gaming Concession Contract") with the Macau government, pursuant to which Wynn Macau SA was granted a 10-year gaming concession commencing on January 1, 2023 and expiring on December 31, 2032, to operate games of chance at Wynn Palace and Wynn Macau.

For more information on the EBH Transaction, see Note 5, "Property and Equipment, net" and Note 15, "Leases."

Over the course of December 2022 and January 2023, Macau authorities relaxed or eliminated most COVID-19 related protective measures, and as of February 27, 2023, there are no remaining entry restrictions or mandatory quarantine requirements in place for travelers to Macau, and testing requirements for inbound travelers from the PRC, Hong Kong, and Taiwan have been discontinued.

As of December 31, 2022, the WM Cayman II Revolver was fully drawn.

As a result of the negative impact the COVID-19 pandemic has had, and may continue to have, on our operating income, the Company has suspended its dividend program.

Given the Company's liquidity position as of December 31, 2022, the Company believes it will be able to support continuing operations and respond to any potential reimposition of COVID-19 related restrictions on the general public, travel, or certain activities and their related economic disruptions.

For information on the Company's VIEs, see Note 18, "Retail Joint Venture." If the entity does not qualify for consolidation and the Company has significant influence over the operating and financial decisions of the entity, the Company accounts for the entity under the equity method.

which approximates fair value.

Restricted cash consists of cash collateral associated with obligations and cash held in a trust in accordance with WML's share award plan, and as of December 31, 2022 includes an amount held in the form of a first demand bank guarantee in favor of the Macau government to support Wynn Macau SA's legal and contractual obligations under the Gaming Concession Contract.

performed.

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February 28, 2022

| *Description of the Matter* | | | At December 31, 2021, the Company’s allowance for credit losses on accounts receivable was $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, 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. | | |

WYNN RESORTS, LIMITED AND SUBSIDIARIES

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

| Balances, January 1, 2019 | | | 107,232,026 | | | | | | $ | 1,221 | | | | | $ | (1,344,012) | | | | | $ | 2,457,079 | | | | | $ | (1,950) | | | | | $ | 921,785 | | | | | $ | 2,034,123 | | | | | $ | (219,334) | | | | | $ | 1,814,789 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 122,985 | | | | | | 122,985 | | | | | | 188,393 | | | | | | 311,378 | | |

| Currency translation adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 271 | | | | | | — | | | | | | 271 | | | | | | 105 | | | | | | 376 | | |

| Exercise of stock options | | | 293,690 | | | | | | 3 | | | | | | — | | | | | | 14,693 | | | | | | — | | | | | | — | | | | | | 14,696 | | | | | | — | | | | | | 14,696 | | |

| Issuance of restricted stock | | | 472,480 | | | | | | 5 | | | | | | — | | | | | | 14,343 | | | | | | — | | | | | | — | | | | | | 14,348 | | | | | | 785 | | | | | | 15,133 | | |

| Shares of subsidiary repurchased for share award plan | | | — | | | | | | — | | | | | | — | | | | | | (3,885) | | | | | | — | | | | | | — | | | | | | (3,885) | | | | | | (1,499) | | | | | | (5,384) | | |

| Cash dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (402,952) | | | | | | (402,952) | | | | | | (165,835) | | | | | | (568,787) | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | — | | | | | | 30,445 | | | | | | — | | | | | | — | | | | | | 30,445 | | | | | | 3,557 | | | | | | 34,002 | | |

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

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").

Wynn Resorts holds an approximately 74% interest in, and consolidates, Wynn Interactive.

On June 23, 2019, the Company opened Encore Boston Harbor, an integrated resort in Everett, Massachusetts, adjacent to Boston along the Mystic River.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

Quarantine-free travel, subject to COVID-19 safeguards such as testing and the usual visa requirements, has been reintroduced between Macau and most areas and cities within the PRC, and in September 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.

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 in Macau and other regions with access to 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.

*Las Vegas Operations and Encore Boston Harbor*

In response to the COVID-19 outbreak, the Company’s Las Vegas Operations and Encore Boston Harbor each implemented certain COVID-19 specific protective 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.

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.

The Company has suspended its dividend program.

Given the Company's liquidity position at December 31, 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 COVID-19 pandemic challenges.

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.

Restricted cash consists of cash collateral associated with obligations and cash held in a trust in accordance with WML's share award plan.

The Company's management, with the participation of the Company's Chief Executive Officer ("CEO") [removed: (Principal Executive] and [added: Chief] Financial [removed: Officer),] [added: Officer ("CFO"),] 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 [removed: (Principal Executive] and [removed: Financial Officer) has] [added: CFO have] 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: Principal Executive] [added: CEO] and [removed: Financial Officer,] [added: CFO,] 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: 2021.][added: 2022.]

Based on our assessment, management believes that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] 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: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The information required by this item will be contained in the Registrant's definitive Proxy Statement for its [removed: 2022] [added: 2023] Annual Stockholder Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2021] [added: 2022] (the [removed: "2022] [added: "2023] 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.

As part of the Company's commitment to integrity, the Board of Directors has adopted a Code of Business Conduct and Ethics [added: ("Code")] applicable to all directors, officers and employees of the Company and its subsidiaries.

In the event we determine to amend or waive certain provisions of this [removed: code of ethics,] [added: Code,] we intend to disclose such amendments or waivers on our website at https://wynnresortslimited.gcs-web.com/corporate-governance/code-business-conduct-and-ethics within four business days following such amendment or waiver or as otherwise required by the Nasdaq listing standards.

The information called for by this item [removed: is incorporated herein by reference to our definitive 2022] [added: will be contained in the 2023] Proxy Statement under the captions [removed: "Board Compensation,"] [added: "Non-Employee Director Compensation Table" and] "Compensation Discussion and Analysis" and [removed: "Executive Compensation Tables", which will be filed with the SEC.][added: is incorporated herein by reference.]

| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | | | | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | | | | Number [removed: of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c)] [added: of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (c)] | | |

| Equity compensation plans approved by security holders | | | [removed: 23,700] [added: 56,269] | | | | | | $ | [removed: 80.42] [added: 61.14] | | | | | [removed: 3,003,920] [added: 2,322,022] | | |

Certain information required by this item will be contained in the [removed: 2022] [added: 2023] Proxy Statement under the caption "Certain Beneficial Ownership and Management," and is incorporated herein by reference.

Certain information required by this item will be contained in the 2023 Proxy Statement under the caption "Certain Beneficial Ownership and Management," and is incorporated by reference.

| Total | | | 56,269 | | | | | | $ | 61.14 | | | | | 2,322,022 | | |

These plans are described in Item 8—"Financial Statements and Supplementary Data" of Part II (see

Notes to Consolidated Financial Statements).

| Total | | | 23,700 | | | | | | $ | 80.42 | | | | | 3,003,920 | | |

The information called for by this item [removed: is incorporated herein by reference to our definitive 2022] [added: will be contained in the 2023] Proxy Statement under the caption "Certain Relationships and [removed: Related] Transactions," and [removed: "Board Governance," which will be filed with the SEC.][added: "Governance," and is incorporated herein by reference.]

The information called for by this item [removed: is incorporated herein by reference to our definitive 2022] [added: will be contained in the 2023] Proxy Statement under the caption "Ratification of Appointment of [removed: Independent Auditors," which will be filed with the SEC.][added: Registered Public Accounting Firm," and is incorporated herein by reference.]

- Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Operations for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Consolidated Statements of Comprehensive [removed: Income (Loss)] [added: Loss] for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Consolidated Statements of Cash Flows for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

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

| 4.2 | | | | | | [Description of Registrant's Securities.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex42-descriptionofregistra.htm) | | | 10-K | | | | | | [removed: *] [added: 2/28/2022] | | |

| 10.4.2 | | | | | | [Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the [removed: Macao Special] [added: Maca](http://www.sec.gov/Archives/edgar/data/1174922/000091205702035839/a2088833zex-10_27.htm)[u](http://www.sec.gov/Archives/edgar/data/1174922/000091205702035839/a2088833zex-10_27.htm) [Special] Administrative Region, dated June 24, 2002, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of Chinese version of Concession Agreement).](http://www.sec.gov/Archives/edgar/data/1174922/000091205702035839/a2088833zex-10_27.htm) | | | 10-Q | | | | | | 9/18/2002 | | |

| [removed: +10.7.1.0] [added: +10.7.3.3] | | | | | | [removed: [Amended] [added: [Third Amended] and Restated Employment [removed: Agreement,] [added: Agreement] dated as of [removed: December 16, 2019,] [added: January 12, 2022,] by and between Wynn Resorts, Limited and [removed: Matt Maddox.](https://www.sec.gov/Archives/edgar/data/1174922/000117492220000024/ex10710-20191231.htm)] [added: Ellen F. Whittemore.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex10733-whittemoreellenemp.htm)] | | | 10-K | | | | | | [removed: 2/28/2020] [added: 2/28/2022] | | |

| [removed: +10.7.1.1] [added: +10.7.4.0] | | | | | | [removed: [Second Amended and Restated Employment Agreement] [added: [Employment Agreement,] dated as of [removed: January 1, 2021,] [added: December 7, 2021] by and between Wynn Resorts, Limited and [removed: Matt Maddox.](https://www.sec.gov/Archives/edgar/data/1174922/000117492221000029/ex10711-maddoxemploymentam.htm)] [added: Julie Cameron-Doe.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex10740-cameronxdoejuliewr.htm)] | | | 10-K | | | | | | [removed: 2/26/2021] [added: 2/28/2022] | | |

| [removed: +10.7.3.3] [added: +10.7.4.1] | | | | | | [removed: [Third Amended and Restated] [added: [First Amendment to] Employment [removed: Agreement] [added: Agreement,] dated as of [removed: January 12,] [added: April 13,] 2022, by and between Wynn Resorts, Limited and [removed: Ellen F. Whittemore.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex10733-whittemoreellenemp.htm)] [added: Julie Cameron-Doe.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000085/ex10741-cameronxdoejuliexa.htm)] | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: *] [added: 5/10/2022] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex211-subsidiariesofwrlx20.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex211-subsidiariesofwrlx20.htm)] | | | 10-K | | | | | | * | | |

| 23.1 | | | | | | [Consent of Ernst & Young LLP, Independent Registered Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex231-eyconsentx2021.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex231-eyconsentx2022.htm)] | | | 10-K | | | | | | * | | |

| 31.1 | | | | | | [Certification of Chief Executive [removed: 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] [added: Officer of] Periodic Report Pursuant to Rule 13a – 14(a) and Rule 15d – [removed: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex311-ceoscertificationx20.htm)] [added: 14(a).](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex311-ceoscertificationx20.htm)] | | | 10-K | | | | | | * | | |

| 32 | | | | | | [Certification of [removed: CEO](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex32-ceoandcfocertificatio.htm) [(Principal] [added: Chief] Executive [added: Officer] and [added: Chief] Financial [removed: 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] [added: Officer pursuant] to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000031/ex32-ceoandcfocertificatio.htm)] [added: 1350 (furnished herewith)](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex32ceoandcfocertification.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: 2021] [added: 2022] and December 31, [removed: 2020;] [added: 2021;] (ii) the Consolidated Statements of Operations for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019;] [added: 2020;] (iii) the Consolidated Statements of Comprehensive [removed: Income (Loss)] [added: Loss] for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019;] [added: 2020;] (iv) the Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019;] [added: 2020;] (v) the Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] 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 | | | | | | * | | |

| 2022 | | | $ | 111,319 | | | | | (7,295) | | | | | | (25,182) | | | | | | $ | 78,842 | |

| 2022 | | | $ | 2,501,263 | | | | | 108,150 | | | | | | (172,211) | | | | | | $ | 2,437,202 | |

| 4.12 | | | | | | [Indenture, dated as of February 16, 2023, by and among Wynn Resorts Finance, LLC, and Wynn Resorts Capital Corp., as joint and several obligors and the Guarantors named therein and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000036/ex41-wrf2023seniornotesind.htm) | | | 8-K | | | | | | 2/16/2023 | | |

| 10.1.5 | | | | | | [Concession Extension Contract for the Operation of Games of Chance or Other Games in Casinos in the Macau Special Administrative Region, dated June 23, 2022, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000130/ex101-concessionextensiona.htm) | | | 10-Q | | | | | | 8/9/2022 | | |

| 10.1.6 | | | | | | [Lease, dated as of December 1, 2022 by and among EBH MA Property, LLC, MDC Encore Holdings, LLC, Wynn MA, LLC and Everett Property, LLC.](https://www.sec.gov/Archives/edgar/data/1174922/000117492222000158/exhibit101-ebhlease.htm) | | | 8-K | | | | | | 12/1/2022 | | |

| 10.3.2 | | | | | | [Amendment to the Facility Agreement, dated as of May 5, 2022, 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/1174922/000117492222000085/ex1032-amendmenttothefacil.htm) | | | 10-Q | | | | | | 5/10/2022 | | |

| 10.4.6 | | | | | | [Concession Contract for Operating Casino Gaming or Other Forms of Gaming in the Macau Special Administrative Region, dated December 16, 2022, between the Macau Special Administrative Region and Wynn Resorts (Macau), S.A. (English translation of Chinese version).](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex1046-macaugamingconcessi.htm) | | | 10-K | | | | | | * | | |

| 10.4.7 | | | | | | [Deed of Reversion (Wynn Palace), dated as of December 30, 2022, by and among Wynn Resorts (Macau) S.A., Palo Real Estate Company Limited, and the Macau Special Administrative Region.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex1047-statementofproperty.htm) | | | 10-K | | | | | | * | | |

| 10.4.8 | | | | | | [Deed of Reversion (Wynn Macau), dated as of December 30, 2022, by and among Wynn Resorts (Macau) S.A. and the Macau Special Administrative Region.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex1048-statementofproperty.htm) | | | 10-K | | | | | | * | | |

| 10.4.9 | | | | | | [Handover Deed, dated as of December 30, 2022, by and between Wynn Resorts (Macau) S.A. and the Macau Special Administrative Region.](https://www.sec.gov/Archives/edgar/data/1174922/000117492223000048/ex1049-handoverstatement.htm) | | | 10-K | | | | | | * | | |

| 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/1174922/000117492223000048/ex312-cfoscertificationx20.htm) | | | 10-K | | | | | | * | | |

| 2019 | | | $ | 32,694 | | | | | 21,898 | | | | | | (15,275) | | | | | | $ | 39,317 | |

| 2019 | | | $ | 2,643,899 | | | | | 147,881 | | | | | | (32,349) | | | | | | $ | 2,759,431 | |

| +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 | | |

| +10.7.4.0 | | | | | | [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 | | | | | | * | | |

| Dated: February [removed: 28, 2022] [added: 27, 2023] | | | | | | By: | | | /s/ Craig S. Billings | | |

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

| /s/ Craig S. Billings | | | | | | Director, Chief Executive Officer (Principal [removed: Executive, Financial and Accounting] [added: Executive] Officer) | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Philip G. Satre | | | | | | Non-Executive Chair of the Board and Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Betsy S. Atkins | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Richard J. Byrne | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Patricia Mulroy | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Margaret J. Myers | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Clark T. Randt, Jr. | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Darnell Strom | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Winifred Webb | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |

| /s/ Julie Cameron-Doe | | | | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | February 27, 2023 | | |

| Julie Cameron-Doe | | | | | | | | | | | | | | |

| /s/ Jay L. Johnson | | | | | | Director | | | | | | February 28, 2022 | | |

| Jay L. Johnson | | | | | | | | | | | | | | |